Common use of Indemnity; Expenses Clause in Contracts

Indemnity; Expenses. (a) The Applicant shall indemnify and hold harmless the Administrative Agent, the Issuing Bank, each Bank, their respective affiliates and correspondents and each of their respective directors, officers, employees, advisors and agents (each such party, an “Indemnified Person”) from and against any and all claims, suits, judgments, costs, losses, fines, penalties, damages, liabilities, and expenses, including expert witness fees and reasonable legal fees, charges and disbursements of any counsel (including in-house counsel fees and allocated costs) for any Indemnified Person (“Costs”), arising out of, in connection with, or as a result of: (i) the Letter of Credit or any pre-advice of its issuance; (ii) any transfer, sale, delivery, surrender, or endorsement of any Drawing Document at any time(s) held by any Indemnified Person in connection with the Letter of Credit; (iii) any action or proceeding arising out of or in connection with the Letter of Credit, this Agreement or any Related Document (whether administrative, judicial or in connection with arbitration), including any action or proceeding to compel or restrain any presentation or payment under the Letter of Credit, or for the wrongful dishonor of or honoring a presentation under the Letter of Credit; (iv) any independent undertakings issued by the beneficiary of the Letter of Credit; (v) any unauthorized communication or instruction (whether oral, telephonic, written, telegraphic, facsimile or electronic) (each an “Instruction”) (x) received pursuant to the express terms of the Letter of Credit or (y) any other Instruction regarding the Letter of Credit or error in computer transmission that the Indemnified Party reasonably believed to be authorized; (vi) an adviser, confirmer or other nominated person that was not authorized by the Issuing Bank seeking to be reimbursed, indemnified or compensated; (vii) any third party seeking to enforce the rights of an applicant, beneficiary, nominated person, transferee, assignee of proceeds of the Letter of Credit; (viii) the fraud, forgery or illegal action of parties other than the Indemnified Person; (ix) the enforcement against the Applicant of this Agreement or any rights or remedies under or in connection with this Agreement, a Related Document or the Letter of Credit; (x) the Administrative Agent’s or the Issuing Bank honoring any presentation upon or during the continuance of any Event of Default or for which the Applicant is unable or unwilling to make any payment to the Administrative Agent, the Issuing Bank or any Bank as required under this Agreement or any Related Document; (xi) the acts or omissions, whether rightful or wrongful, of any present or future de jure or de facto governmental or regulatory authority or cause or event beyond the control of such Indemnified Person; or (xii) the use of the proceeds of any LC Disbursement, in each case, including that resulting from the Administrative Agent’s, the Issuing Bank’s or such Indemnified Person’s own negligence, provided, however, that such indemnity shall not be available to any Person claiming indemnification under (i) through (xii) above to the extent that such Costs are found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted directly from the gross negligence or willful misconduct of the Indemnified Person claiming indemnity. If and to the extent that the obligations of Applicant under this paragraph are unenforceable for any reason, Applicant shall make the maximum contribution to the Costs permissible under applicable law. This Section 9.3(a) shall not apply with respect to Taxes other than any Taxes that represent losses or damages arising from any non-Tax claim.

Indemnity; Expenses. (a) The Applicant shall indemnify and hold harmless the Administrative Agent, the Issuing Bank, each Bank, their respective affiliates and correspondents and each of their respective directors, officers, employees, advisors and agents (each such party, an “Indemnified Person”) from and against any and all claims, suits, judgments, costs, losses, fines, penalties, damages, liabilities, and expenses, including expert witness fees and reasonable legal fees, charges and disbursements of any counsel (including in-house counsel fees and allocated costs) for any Indemnified Person (“Costs”), arising out of, in connection with, or as a result of: (i) the Letter of Credit or any pre-advice of its issuance; (ii) any transfer, sale, delivery, surrender, or endorsement of any Drawing Document at any time(s) held by any Indemnified Person in connection with the Letter of Credit; (iii) any action or proceeding arising out of or in connection with the Letter of Credit, this Agreement or any Related Document (whether administrative, judicial or in connection with arbitration), including any action or proceeding to compel or restrain any presentation or payment under the Letter of Credit, or for the wrongful dishonor of or honoring a presentation under the Letter of Credit; (iv) any independent undertakings issued by the beneficiary of the Letter of Credit; (v) any unauthorized communication or instruction (whether oral, telephonic, written, telegraphic, facsimile or electronic) (each an “Instruction”) (x) received pursuant to the express terms of the Letter of Credit or (y) any other Instruction regarding the Letter of Credit or error in computer transmission that the Indemnified Party reasonably believed to be authorized; (vi) an adviser, confirmer or other nominated person that was not authorized by the Issuing Bank seeking to be reimbursed, indemnified or compensated; (vii) any third party seeking to enforce the rights of an applicant, beneficiary, nominated person, transferee, assignee of proceeds of the Letter of Credit; (viii) the fraud, forgery or illegal action of parties other than the Indemnified Person; (ix) the enforcement against the Applicant of this Agreement or any rights or remedies under or in connection with this Agreement, a Related Document or the Letter of Credit; (x) the Administrative Agent’s or the Issuing Bank honoring any presentation upon or during the continuance of any Event of Default or for which the Applicant is unable or unwilling to make any payment to the Administrative Agent, the Issuing Bank or any Bank as required under this Agreement or any Related Document; (xi) the acts or omissions, whether rightful or wrongful, of any present or future de jure or de facto governmental or regulatory authority or cause or event beyond the control of such Indemnified Person; or (xii) the use of the proceeds of any LC Disbursement, in each case, including that resulting from the Administrative Agent’s, the Issuing Bank’s or such Indemnified Person’s own negligence, provided, however, that such indemnity shall not be available to any Person claiming indemnification under (i) through (xii) above to the extent that such Costs are found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted directly from the gross negligence or willful misconduct of the Indemnified Person claiming indemnity. If and to the extent that the obligations of Applicant under this paragraph are unenforceable for any reason, Applicant shall make the maximum contribution to the Costs permissible under applicable law. This Section 9.3(a8.3(a) shall not apply with respect to Taxes other than any Taxes that represent losses or damages arising from any non-Tax claim.

Indemnity; Expenses. (a) The Applicant shall indemnify and hold harmless the Administrative Agent, the Issuing Bank, each Bank, their respective affiliates and correspondents and each of their respective directors, officers, employees, advisors and agents (each such party, an “Indemnified Person”) from and against any and all claims, suits, judgments, costs, losses, fines, penalties, damages, liabilities, and expenses, including expert witness fees and reasonable legal fees, charges and disbursements of any counsel (including in-house counsel fees and allocated costs) for any Indemnified Person (“Costs”), arising out of, in connection with, or as a result of: (i) the Letter of Credit or any pre-advice of its issuance; (ii) any transfer, sale, delivery, surrender, or endorsement of any Drawing Document at any time(s) held by any Indemnified Person in connection with the Letter of Credit; (iii) any action or proceeding arising out of or in connection with the Letter of Credit, this Agreement or any Related Document (whether administrative, judicial or in connection with arbitration, and whether or not such action or proceeding is brought by the Applicant or its equity holders, Affiliates, creditors or any other third Person and whether based on contract, tort or any other theory, and regardless of whether any Indemnified Person is a party thereto), including any action or proceeding to compel or restrain any presentation or payment under the Letter of Credit, or for the wrongful dishonor of or honoring a presentation under the Letter of Credit; (iv) any independent undertakings issued by the beneficiary of the Letter of Credit; (v) any unauthorized communication or instruction (whether oral, telephonic, written, telegraphic, facsimile or electronic) (each an “Instruction”) (x) received pursuant to the express terms of the Letter of Credit or (y) any other Instruction regarding the Letter of Credit or error in computer transmission that the Indemnified Party Person reasonably believed to be authorized; (vi) an adviser, confirmer or other nominated person that was not authorized by the Issuing Bank seeking to be reimbursed, indemnified or compensated; (vii) any third party seeking to enforce the rights of an applicant, beneficiary, nominated person, transferee, assignee of proceeds of the Letter of Credit; (viii) the fraud, forgery or illegal action of parties other than the an Indemnified Person; (ix) the enforcement against the Applicant of this Agreement or any rights or remedies under or in connection with this Agreement, a Related Document or the Letter of Credit; (x) the Administrative Agent’s or the Issuing Bank honoring any presentation upon or during the continuance of any Event of Default or for which the Applicant is unable or unwilling to make any payment to the Administrative Agent, the Issuing Bank or any Bank as required under this Agreement or any Related Document; (xi) the acts or omissions, whether rightful or wrongful, of any present or future de jure or de facto governmental or regulatory authority or cause or event beyond the control of such Indemnified Person; or (xii) the use of the proceeds of any LC Disbursement, in each case, including that resulting from the Administrative Agent’s, the Issuing Bank’s or such Indemnified Person’s own negligence, provided, however, that such indemnity shall not be available to any Person claiming indemnification under (i) through (xii) above to the extent that such Costs are found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted directly from the gross negligence or willful misconduct of the an Indemnified Person claiming indemnityPerson. If and to the extent that the obligations of the Applicant under this paragraph are unenforceable for any reason, Applicant shall make the maximum contribution to the Costs permissible under applicable law. This Section 9.3(a8.3(a) shall not apply with respect to Taxes other than any Taxes that represent losses or damages arising from any non-Tax claim.

Indemnity; Expenses. EACH CREDIT PARTY SHALL INDEMNIFY, DEFEND, PROTECT, AND HOLD HARMLESS THE INDEMNITEES AGAINST ANY “CLAIMS” (aAS SUCH TERM IS DEFINED IN SECTION 1.1) The Applicant shall indemnify THAT MAY BE INCURRED BY OR ASSERTED AGAINST ANY INDEMNITEE, INCLUDING CLAIMS AND EXPENSES ARISING FROM THE NEGLIGENCE OF AN INDEMNITEE (limited in the case of legal fees, costs and hold harmless expenses, to the reasonable and documented fees of a single primary legal counsel to Administrative Agent, the Issuing Bankplus one local counsel in any relevant jurisdiction, each Bank, their respective affiliates and correspondents and each of their respective directors, officers, employees, advisors and agents (each such party, an “Indemnified Person”) from and against plus any and all claims, suits, judgments, costs, losses, fines, penalties, damages, liabilities, and expenses, including expert witness fees and reasonable legal fees, charges and disbursements of any special counsel (including in-house counsel fees and allocated costs) for any Indemnified Person (“Costs”regulatory counsel), arising out ofplus, in connection withthe case of an actual or perceived conflict of interest, or as where such Indemnitees endeavor to provide the Parent prior notice of such conflict of interest, a result of: (i) the Letter single firm of Credit or counsel for all similarly affected Indemnitees). In no event shall any pre-advice of its issuance; (ii) any transfer, sale, delivery, surrender, or endorsement of any Drawing Document at any time(s) held by any Indemnified Person in connection with the Letter of Credit; (iii) any action or proceeding arising out of or in connection with the Letter of Credit, party to this Agreement or any Related other Loan Document (whether administrativehave any obligation thereunder to indemnify, judicial defend or in connection hold harmless an Indemnitee with arbitration)respect to any Claim, including any action Extraordinary Expense or proceeding to compel or restrain any presentation or payment under the Letter of Creditother loss, cost, fees, or for the wrongful dishonor of or honoring a presentation under the Letter of Credit; (iv) any independent undertakings issued by the beneficiary of the Letter of Credit; (v) any unauthorized communication or instruction (whether oral, telephonic, written, telegraphic, facsimile or electronic) (each an “Instruction”) (x) received pursuant to the express terms of the Letter of Credit or (y) any other Instruction regarding the Letter of Credit or error in computer transmission expenses that the Indemnified Party reasonably believed to be authorized; (vi) an adviser, confirmer or other nominated person that was not authorized by the Issuing Bank seeking to be reimbursed, indemnified or compensated; (vii) any third party seeking to enforce the rights of an applicant, beneficiary, nominated person, transferee, assignee of proceeds of the Letter of Credit; (viii) the fraud, forgery or illegal action of parties other than the Indemnified Person; (ix) the enforcement against the Applicant of this Agreement or any rights or remedies under or in connection with this Agreement, a Related Document or the Letter of Credit; (x) the Administrative Agent’s or the Issuing Bank honoring any presentation upon or during the continuance of any Event of Default or for which the Applicant is unable or unwilling to make any payment to the Administrative Agent, the Issuing Bank or any Bank as required under this Agreement or any Related Document; (xi) the acts or omissions, whether rightful or wrongful, of any present or future de jure or de facto governmental or regulatory authority or cause or event beyond the control of such Indemnified Person; or (xii) the use of the proceeds of any LC Disbursement, in each case, including that resulting from the Administrative Agent’s, the Issuing Bank’s or such Indemnified Person’s own negligence, provided, however, that such indemnity shall not be available to any Person claiming indemnification under (i) through (xii) above to the extent that such Costs are found determined in a final, non-appealable judgment by a court of competent jurisdiction by final and non-appealable judgment to (x) have resulted directly from the gross negligence or willful misconduct of such Indemnitee, as determined by a court of competent jurisdiction by final and non-appealable judgment, (y) have resulted from a material breach of such Indemnitee’s obligations to extend credit hereunder, as determined by a court of competent jurisdiction by final and non-appealable judgment or (z) have resulted from a dispute solely among Indemnitees (other than any disputes involving claims against any agent (including the Indemnified Person claiming indemnityAdministrative Agent and Collateral Agent), arranger or bookrunner, in each case in their respective capacities as such) that did not involve actions or omissions of any Credit Party or any Subsidiary or other Affiliate thereof. If In addition to all other Obligations, the obligations and liabilities described in this Section 16.3 shall (a) constitute Obligations; (b) be in addition to, and cumulative of, any other indemnification provisions set forth elsewhere in this Agreement or any other Loan Document; (c) be secured by the Collateral; (d) be due and payable by Borrowers ON DEMAND; (e) be chargeable against Borrowers’ in the manner set forth in Section 4.1(b) (provided, however, that Administrative Agent shall have no obligation to charge such amounts in such manner); and (f) survive termination of this Agreement. In addition to the extent foregoing, Administrative Agent shall have the right at any time or from time to time, to require that the obligations of Applicant under and liabilities described in this paragraph are unenforceable for any reason, Applicant shall make the maximum contribution to the Costs permissible under applicable law. This Section 9.3(a) shall not apply with respect to Taxes other than any Taxes that represent losses or damages arising from any non-Tax claim.16.3

Indemnity; Expenses. (a) The Applicant shall indemnify Whether or not the transactions contemplated hereby are consummated, the Borrower agrees to indemnify, save and hold harmless the Administrative Agent, the Issuing Bank, each Bank, Lender and their respective affiliates and correspondents and each of their respective Affiliates, directors, officers, employees, advisors counsel, agents and agents attorneys-in-fact (each such party, an “Indemnified Person”collectively the "Indemnitees") from and against against: (a) any and all claims, suitsdemands, judgmentsactions or causes of action that are asserted against any Indemnitee by any Person (other than the Agent or any Lender) relating directly or indirectly to a claim, costsdemand, lossesaction or cause of action that such Person asserts or may assert against any Credit Party, fines, penalties, damages, liabilities, and expenses, including expert witness fees and reasonable legal fees, charges and disbursements any Affiliate of any counsel Credit Party or any of their respective officers or directors; (b) any and all claims, demands, actions or causes of action that may at any time (including in-house counsel fees at any time following repayment of the Obligations and allocated costs) for any Indemnified Person (“Costs”), arising out of, in connection with, the resignation or as a result of: (i) removal of the Letter of Credit Agent or any pre-advice of its issuance; (ii) any transfer, sale, delivery, surrender, or endorsement the replacement of any Drawing Document at Lender) be asserted or imposed against any time(s) held by any Indemnified Person in connection with the Letter of Credit; (iii) any action or proceeding Indemnitee, arising out of or in connection with the Letter of Credit, this Agreement or any Related Document (whether administrative, judicial or in connection with arbitration), including any action or proceeding to compel or restrain any presentation or payment under the Letter of Credit, or for the wrongful dishonor of or honoring a presentation under the Letter of Credit; (iv) any independent undertakings issued by the beneficiary of the Letter of Credit; (v) any unauthorized communication or instruction (whether oral, telephonic, written, telegraphic, facsimile or electronic) (each an “Instruction”) (x) received pursuant to the express terms of the Letter of Credit or (y) any other Instruction regarding the Letter of Credit or error in computer transmission that the Indemnified Party reasonably believed to be authorized; (vi) an adviser, confirmer or other nominated person that was not authorized by the Issuing Bank seeking to be reimbursed, indemnified or compensated; (vii) any third party seeking to enforce the rights of an applicant, beneficiary, nominated person, transferee, assignee of proceeds of the Letter of Credit; (viii) the fraud, forgery or illegal action of parties other than the Indemnified Person; (ix) the enforcement against the Applicant of this Agreement or any rights or remedies under or in connection with this Agreement, a Related Document or the Letter of Credit; (x) the Administrative Agent’s or the Issuing Bank honoring any presentation upon or during the continuance of any Event of Default or for which the Applicant is unable or unwilling to make any payment to the Administrative Agentrelating to, the Issuing Bank Loan Documents, any predecessor Loan Documents, the Commitments, the use or any Bank as required under this Agreement or any Related Document; (xi) the acts or omissions, whether rightful or wrongful, of any present or future de jure or de facto governmental or regulatory authority or cause or event beyond the control of such Indemnified Person; or (xii) the contemplated use of the proceeds of any LC DisbursementLoan, or the relationship of any Credit Party, the Agent and the Lenders under this Agreement or any other Loan Document; (c) any administrative or investigative proceeding by any Governmental Authority arising out of or related to a claim, demand, action or cause of action described in subsection (a) or (b) above; and (d) any and all liabilities (including liabilities under indemnities), losses, costs or expenses (including reasonable fees and costs of counsel) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action, cause of action or proceeding, or as a result of the preparation of any defense in connection with any foregoing claim, demand, action, cause of action or proceeding, in each caseall cases, including that resulting from whether or not arising out of the Administrative Agent’snegligence of an Indemnitee, and whether or not an Indemnitee is a party to such claim, demand, action, cause of action or proceeding (all the foregoing, collectively, the Issuing Bank’s or such "Indemnified Person’s Liabilities"); provided that no Indemnitee shall be entitled to indemnification for any claim caused by its own negligence, provided, however, that such indemnity shall not be available to any Person claiming indemnification under (i) through (xii) above to the extent that such Costs are found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted directly from the gross negligence or willful misconduct or for any loss asserted against it by another Indemnitee. The agreements in this Section shall survive the termination of the Indemnified Person claiming indemnity. If Commitments and to repayment of all the extent that the obligations of Applicant under this paragraph are unenforceable for any reason, Applicant shall make the maximum contribution to the Costs permissible under applicable law. This Section 9.3(a) shall not apply with respect to Taxes other than any Taxes that represent losses or damages arising from any non-Tax claimObligations.

Indemnity; Expenses. EACH CREDIT PARTY SHALL INDEMNIFY, DEFEND, PROTECT, AND HOLD HARMLESS THE INDEMNITEES AGAINST ANY “CLAIMS” (aAS SUCH TERM IS DEFINED IN SECTION 1.1) The Applicant shall indemnify THAT MAY BE INCURRED BY OR ASSERTED AGAINST ANY INDEMNITEE, INCLUDING CLAIMS AND EXPENSES ARISING FROM THE NEGLIGENCE OF AN INDEMNITEE (limited in the case of legal fees, costs and hold harmless expenses, to the reasonable and documented fees of a single primary legal counsel to Administrative Agent, the Issuing Bankplus one local counsel in any relevant jurisdiction, each Bank, their respective affiliates and correspondents and each of their respective directors, officers, employees, advisors and agents (each such party, an “Indemnified Person”) from and against plus any and all claims, suits, judgments, costs, losses, fines, penalties, damages, liabilities, and expenses, including expert witness fees and reasonable legal fees, charges and disbursements of any special counsel (including in-house counsel fees and allocated costs) for any Indemnified Person (“Costs”regulatory counsel), arising out ofplus, in connection withthe case of an actual or perceived conflict of interest, or as where such Indemnitees endeavor to provide the Parent prior notice of such conflict of interest, a result of: (i) the Letter single firm of Credit or counsel for all similarly affected Indemnitees). In no event shall any pre-advice of its issuance; (ii) any transfer, sale, delivery, surrender, or endorsement of any Drawing Document at any time(s) held by any Indemnified Person in connection with the Letter of Credit; (iii) any action or proceeding arising out of or in connection with the Letter of Credit, party to this Agreement or any Related other Loan Document (whether administrativehave any obligation thereunder to indemnify, judicial defend or in connection hold harmless an Indemnitee with arbitration)respect to any Claim, including any action Extraordinary Expense or proceeding to compel or restrain any presentation or payment under the Letter of Creditother loss, cost, fees, or for the wrongful dishonor of or honoring a presentation under the Letter of Credit; (iv) any independent undertakings issued by the beneficiary of the Letter of Credit; (v) any unauthorized communication or instruction (whether oral, telephonic, written, telegraphic, facsimile or electronic) (each an “Instruction”) (x) received pursuant to the express terms of the Letter of Credit or (y) any other Instruction regarding the Letter of Credit or error in computer transmission expenses that the Indemnified Party reasonably believed to be authorized; (vi) an adviser, confirmer or other nominated person that was not authorized by the Issuing Bank seeking to be reimbursed, indemnified or compensated; (vii) any third party seeking to enforce the rights of an applicant, beneficiary, nominated person, transferee, assignee of proceeds of the Letter of Credit; (viii) the fraud, forgery or illegal action of parties other than the Indemnified Person; (ix) the enforcement against the Applicant of this Agreement or any rights or remedies under or in connection with this Agreement, a Related Document or the Letter of Credit; (x) the Administrative Agent’s or the Issuing Bank honoring any presentation upon or during the continuance of any Event of Default or for which the Applicant is unable or unwilling to make any payment to the Administrative Agent, the Issuing Bank or any Bank as required under this Agreement or any Related Document; (xi) the acts or omissions, whether rightful or wrongful, of any present or future de jure or de facto governmental or regulatory authority or cause or event beyond the control of such Indemnified Person; or (xii) the use of the proceeds of any LC Disbursement, in each case, including that resulting from the Administrative Agent’s, the Issuing Bank’s or such Indemnified Person’s own negligence, provided, however, that such indemnity shall not be available to any Person claiming indemnification under (i) through (xii) above to the extent that such Costs are found determined in a final, non-appealable judgment by a court of competent jurisdiction by final and non-appealable judgment to (x) have resulted directly from the gross negligence or willful misconduct of such Indemnitee, as determined by a court of competent jurisdiction by final and non-appealable judgment, (y) have resulted from a material breach of such Indemnitee’s obligations to extend credit hereunder, as determined by a court of competent jurisdiction by final and non-appealable judgment or (z) have resulted from a dispute solely among Indemnitees (other than any disputes involving claims against any agent (including the Indemnified Person claiming indemnityAdministrative Agent and Collateral Agent), arranger or bookrunner, in each case in their respective capacities as such) that did not involve actions or omissions of any Credit Party or any Subsidiary or other Affiliate thereof. If In addition to all other Obligations, the obligations and liabilities described in this Section 16.3 shall (a) constitute Obligations; (b) be in addition to, and cumulative of, any other indemnification provisions set forth elsewhere in this Agreement or any other Loan Document; (c) be secured by the Collateral; (d) be due and payable by Borrowers ON DEMAND; (e) be chargeable against Borrowers’ in the manner set forth in Section 4.1(b) (provided, however, that Administrative Agent shall have no obligation to charge such amounts in such manner); and (f) survive termination of this Agreement. In addition to the extent foregoing, Administrative Agent shall have the right at any time or from time to time, to require that the obligations and liabilities described in this Section 16.3 be Cash Collateralized. Without limiting the provisions of Applicant under Section 15.3(d), this paragraph are unenforceable for any reason, Applicant shall make the maximum contribution to the Costs permissible under applicable law. This Section 9.3(a) 16.3 shall not apply with respect to Taxes other than any Taxes that represent losses or damages losses, claims, damages, etc. arising from any non-Tax claim.

Indemnity; Expenses. (a) The Applicant shall indemnify Each Pledgor jointly and severally agrees to indemnify, reimburse and hold harmless the Administrative Canadian Collateral Agent, the Issuing Bankeach other Secured Creditor, each Bank, and their respective affiliates and correspondents and each of their respective directorssuccessors, assigns, employees, officers, employeesdirectors, advisors affiliates, agents and agents servants (each such partyhereinafter in this Section referred to individually as an "Indemnitee," and, an “Indemnified Person”collectively, as "Indemnitees") harmless from and against any and all liabilities, obligations, losses, damages, injuries, penalties, claims, demands, actions, suits, judgments, judgments and any and all costs, losses, fines, penalties, damages, liabilities, expenses or disbursements (including reasonable attorneys' fees and expenses) (for the purposes of this Section the foregoing are collectively called "expenses") of whatsoever kind and nature imposed on, including expert witness fees and reasonable legal feesasserted against or incurred by any of the Indemnitees in any way relating to or arising out of this Agreement, charges and disbursements any other Secured Debt Documents or any other document executed in connection herewith or therewith or in any other way connected with the administration of the transactions contemplated hereby or thereby or the enforcement of any counsel (including in-house counsel fees and allocated costs) for of the terms of, or the preservation of any Indemnified Person (“Costs”)rights under any thereof, or in any way relating to or arising out ofof the manufacture, in connection withownership, or as a result of: (i) the Letter of Credit or any pre-advice of its issuance; (ii) any transferordering, purchase, delivery, control, acceptance, lease, financing, possession, operation, condition, sale, delivery, surrenderreturn or other disposition, or endorsement use of any Drawing Document at any time(s) held by any Indemnified Person in connection with the Letter of Credit; Pledged Collateral (iii) any action including, without limitation, latent or proceeding arising out of other defects, whether or in connection with the Letter of Credit, this Agreement or any Related Document (whether administrative, judicial or in connection with arbitrationnot discoverable), including the violation by an Pledgor of the laws of any action country, state or proceeding to compel other governmental body or restrain unit, any presentation tort (including, without limitation, claims arising or payment imposed under the Letter doctrine of Creditstrict liability, or for the wrongful dishonor or on account of or honoring a presentation under the Letter of Credit; (iv) any independent undertakings issued by the beneficiary of the Letter of Credit; (v) any unauthorized communication or instruction (whether oral, telephonic, written, telegraphic, facsimile or electronic) (each an “Instruction”) (x) received pursuant injury to the express terms of the Letter of Credit or (y) any other Instruction regarding the Letter of Credit or error in computer transmission that the Indemnified Party reasonably believed to be authorized; (vi) an adviser, confirmer or other nominated person that was not authorized by the Issuing Bank seeking to be reimbursed, indemnified or compensated; (vii) any third party seeking to enforce the rights of an applicant, beneficiary, nominated person, transferee, assignee of proceeds of the Letter of Credit; (viii) the fraud, forgery or illegal action of parties other than the Indemnified Person; (ix) the enforcement against the Applicant of this Agreement or any rights or remedies under or in connection with this Agreement, a Related Document or the Letter of Credit; (x) the Administrative Agent’s or the Issuing Bank honoring any presentation upon or during the continuance death of any Event of Default Person (including any Indemnitee), or for which the Applicant is unable property damage), or unwilling to make any payment to the Administrative Agent, the Issuing Bank or any Bank as required under this Agreement or any Related Documentcontract claim; (xi) the acts or omissions, whether rightful or wrongful, of any present or future de jure or de facto governmental or regulatory authority or cause or event beyond the control of such Indemnified Person; or (xii) the use of the proceeds of any LC Disbursement, in each case, including that resulting from the Administrative Agent’s, the Issuing Bank’s or such Indemnified Person’s own negligence, provided, however, provided that such indemnity shall not not, as to any Indemnitee, be available to any Person claiming indemnification under (i) through (xii) above to the extent that such Costs losses, claims, damages, liabilities or related expenses (x) are found in a final, non-appealable judgment determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted directly from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by a Pledgor against an Indemnitee for material breach of such Indemnitee's obligations hereunder, if such Pledgor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Each Pledgor agrees that upon written notice by any Indemnitee of the Indemnified Person claiming indemnity. If and to assertion of such a liability, obligation, loss, damage, injury, penalty, claim, demand, action, suit or judgment, the extent that relevant Pledgor shall assume full responsibility for the obligations of Applicant under this paragraph are unenforceable for any reason, Applicant shall make the maximum contribution to the Costs permissible under applicable law. This Section 9.3(a) shall not apply with respect to Taxes other than any Taxes that represent losses or damages arising from any non-Tax claimdefense thereof.

Indemnity; Expenses. (a) The Applicant shall indemnify Each Grantor jointly and severally agrees to indemnify, reimburse and hold harmless the Administrative Agent, the Issuing Bank, Agent and each Bank, other Secured Creditor and their respective affiliates and correspondents and each of their respective directorssuccessors, assigns, employees, officers, employeesdirectors, advisors affiliates, agents and agents servants (each such partyhereinafter in this Section referred to individually as an "Indemnitee," and, an “Indemnified Person”collectively, as "Indemnitees") harmless from and against any and all liabilities, obligations, losses, damages, injuries, penalties, claims, demands, actions, suits, judgments, judgments and any and all costs, losses, fines, penalties, damages, liabilities, expenses or disbursements (including attorneys' fees and expenses) of whatsoever kind and nature imposed on, including expert witness fees and reasonable legal feesasserted against or incurred by any of the Indemnitees in any way relating to or arising out of this Agreement, charges and disbursements any other Loan Document or any other document executed in connection herewith or therewith or in any other way connected with the administration of the transactions contemplated hereby or thereby or the enforcement of any counsel (including in-house counsel fees and allocated costs) for of the terms of, or the preservation of any Indemnified Person (“Costs”)rights under any thereof, or in any way relating to or arising out ofof the manufacture, in connection withownership, or as a result of: (i) the Letter of Credit or any pre-advice of its issuance; (ii) any transferordering, purchase, delivery, control, acceptance, lease, financing, possession, operation, condition, sale, delivery, surrenderreturn or other disposition, or endorsement use of any Drawing Document at any time(s) held by any Indemnified Person in connection with the Letter of Credit; Collateral (iii) any action including, without limitation, latent or proceeding arising out of other defects, whether or in connection with the Letter of Credit, this Agreement or any Related Document (whether administrative, judicial or in connection with arbitrationnot discoverable), including the violation by any action Grantor of the laws of any country, state or proceeding to compel other governmental body or restrain unit, any presentation tort (including, without limitation, claims arising or payment imposed under the Letter doctrine of Creditstrict liability, or for the wrongful dishonor or on account of or honoring a presentation under the Letter of Credit; (iv) any independent undertakings issued by the beneficiary of the Letter of Credit; (v) any unauthorized communication or instruction (whether oral, telephonic, written, telegraphic, facsimile or electronic) (each an “Instruction”) (x) received pursuant injury to the express terms of the Letter of Credit or (y) any other Instruction regarding the Letter of Credit or error in computer transmission that the Indemnified Party reasonably believed to be authorized; (vi) an adviser, confirmer or other nominated person that was not authorized by the Issuing Bank seeking to be reimbursed, indemnified or compensated; (vii) any third party seeking to enforce the rights of an applicant, beneficiary, nominated person, transferee, assignee of proceeds of the Letter of Credit; (viii) the fraud, forgery or illegal action of parties other than the Indemnified Person; (ix) the enforcement against the Applicant of this Agreement or any rights or remedies under or in connection with this Agreement, a Related Document or the Letter of Credit; (x) the Administrative Agent’s or the Issuing Bank honoring any presentation upon or during the continuance death of any Event of Default Person (including any Indemnitee), or for which the Applicant is unable property damage), or unwilling to make any payment to the Administrative Agent, the Issuing Bank or any Bank as required under this Agreement or any Related Documentcontract claim; (xi) the acts or omissions, whether rightful or wrongful, of any present or future de jure or de facto governmental or regulatory authority or cause or event beyond the control of such Indemnified Person; or (xii) the use of the proceeds of any LC Disbursement, in each case, including that resulting from the Administrative Agent’s, the Issuing Bank’s or such Indemnified Person’s own negligence, provided, however, that such indemnity shall not not, as to any Indemnitee, be available to any Person claiming indemnification under (i) through (xii) above to the extent that such Costs liabilities, obligations, losses, damages, injuries, penalties, claims, demands, actions, suits, judgments or related costs, expenses or disbursements (i) are found in a final, non-appealable judgment determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted directly from the gross negligence or willful misconduct of such Indemnitee or (ii) result from a claim brought by any Grantor against an Indemnitee for breach in bad faith of such Indemnitee's obligations hereunder, if such Grantor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Each Grantor agrees that upon written notice by any Indemnitee of the Indemnified Person claiming indemnityassertion of such a liability, obligation, loss, damage, injury, penalty, claim, demand, action, suit or judgment, such Grantor shall assume full responsibility for the defense thereof, subject to the terms of this Section 13. Each Indemnitee agrees to promptly notify such Grantor of any such assertion of which such Indemnitee has knowledge. Without limiting the application, and subject to the terms, of subsection (a) above, each Grantor agrees, jointly and severally, to pay or reimburse the Administrative Agent upon demand for any and all fees, costs and expenses of whatever kind or nature incurred in connection with the creation, preservation or protection of the Security Interests in the Collateral, including, without limitation, all fees and taxes in connection with the recording or filing of instruments and documents in public offices, payment or discharge of any taxes or Liens upon or in respect of the Collateral, premiums for insurance with respect to the Collateral and all other fees, costs and expenses in connection with protecting, maintaining or preserving the Collateral and the Administrative Agent's interest therein, whether through judicial proceedings or otherwise, or in defending or prosecuting any actions, suits or proceedings arising out of or relating to the Collateral. Without limiting the application of subsections (a) or (b) of this Section 13, each Grantor agrees, jointly and severally, to pay, indemnify and hold each Indemnitee harmless from and against any loss, costs, damages and expenses that such Indemnitee may suffer, expend or incur in consequence of or growing out of any misrepresentation by any Grantor in this Agreement, any other Loan Document or in any writing contemplated by or made or delivered pursuant to or in connection with this Agreement or any other Loan Document. If and to the extent that the obligations of Applicant any Grantor under this paragraph Section are unenforceable for any reason, Applicant shall such Grantor hereby agrees to make the maximum contribution to the Costs payment and satisfaction of such obligations that is permissible under applicable lawRequirement of Law. This Section 9.3(a) 13 shall not apply with respect to Taxes other than any Taxes that represent losses or damages arising from any non-Tax claimsurvive the termination of this Agreement.

Indemnity; Expenses. To induce the Commitment Parties to enter into this Commitment Letter and the Fee Letter and to proceed with the documentation of the Facilities, you agree (a) The Applicant shall to indemnify and hold harmless each Commitment Party, its affiliates (other than Excluded Affiliates to the Administrative Agent, the Issuing Bank, each Bank, extent acting in their capacities as such) and their respective affiliates and correspondents and each of their respective officers, directors, officers, employees, agents, controlling persons, advisors and agents other representatives and the successors and permitted assigns of each of the foregoing (each such partyeach, an “Indemnified Person”) from and against any and all losses, claims, suitsdamages and liabilities of any kind or nature and reasonable, judgmentsdocumented and invoiced out-of-pocket fees and expenses, costsjoint or several (limited, in the case of (i) legal fees and expenses, to the reasonable, documented and invoiced fees, disbursements and other charges of one counsel for all Indemnified Persons and, if necessary, one firm of local counsel in each relevant material jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for all Indemnified Persons (and, in the case of an actual conflict of interest, one additional conflicts counsel for the affected Indemnified Persons) and (ii) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, disbursements and other charges of such advisor or consultant, but solely to the extent you have consented to the retention of such person (such consent not to be unreasonably withheld or delayed)), to which any such Indemnified Person may become subject to the extent arising out of, resulting from or in connection with, this Commitment Letter (including the Term Sheets), the Fee Letter, the Transactions or any related transaction contemplated hereby, the Facilities or any use of the proceeds thereof or any claim, litigation, investigation or proceeding (including any inquiry or investigation) relating to any of the foregoing (any of the foregoing, a “Proceeding”), regardless of whether any such Indemnified Person is a party thereto, whether or not such Proceedings are brought by you, the Company, the Sellers, your or any of the Company’s or Seller’s respective equity holders, affiliates, creditors or any other third person; provided that the foregoing indemnity will not, as to any Indemnified Person, apply to losses, fines, penaltiesclaims, damages, liabilities, and expenses, including expert witness fees and reasonable legal fees, charges and disbursements of any counsel (including in-house counsel fees and allocated costs) for any Indemnified Person (“Costs”), arising out of, in connection with, costs or as a result of: expenses to the extent that they have resulted from (i) the Letter willful misconduct, bad faith or gross negligence of Credit such Indemnified Person or any pre-advice of such Indemnified Person’s affiliates or any of its issuance; or their respective officers, directors, employees, agents, controlling persons, advisors or other representatives (as determined by a court of competent jurisdiction in a final and non-appealable decision), (ii) a material breach of the obligations of such Indemnified Person or any transferof such Indemnified Person’s affiliates under this Commitment Letter (including, salethe Term Sheets) or the Fee Letter (as determined by a court of competent jurisdiction in a final and non-appealable decision) or (iii) any Proceeding that does not involve an act or omission by you or any of your affiliates and that is brought by an Indemnified Person against any other Indemnified Person (other than an Arranger or an agent under a Facility acting in its capacity as such) and (b) to the extent that the Closing Date occurs, deliveryto reimburse each Commitment Party from time to time, surrenderupon presentation of a summary statement, or endorsement for all reasonable, documented and invoiced out-of-pocket expenses (limited, in the case of (i) legal fees and expenses, to the reasonable, documented and invoiced fees, disbursements and other charges of one counsel for all Indemnified Persons and, if necessary, one firm of local counsel in each relevant material jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for all Indemnified Persons (and, in the case of an actual conflict of interest, one additional conflicts counsel for the affected Indemnified Persons) and (ii) the fees and expenses of any Drawing Document at any time(s) held by any Indemnified Person other advisor or consultant, to the reasonable, documented and invoiced fees, disbursements and other charges of such advisor or consultant, but solely to the extent you have consented to the retention of such person (such consent not to be unreasonably withheld or delayed)), in each case incurred in connection with the Letter Facilities and the preparation, negotiation and enforcement of Credit; (iii) this Commitment Letter, the Fee Letter, the Facilities Documentation and any action or proceeding arising out of or security arrangements in connection with the Letter of Credit, this Agreement or any Related Document therewith (whether administrative, judicial or in connection with arbitration), including any action or proceeding to compel or restrain any presentation or payment under the Letter of Credit, or for the wrongful dishonor of or honoring a presentation under the Letter of Credit; (iv) any independent undertakings issued by the beneficiary of the Letter of Credit; (v) any unauthorized communication or instruction (whether oral, telephonic, written, telegraphic, facsimile or electronic) (each an “Instruction”) (x) received pursuant to the express terms of the Letter of Credit or (y) any other Instruction regarding the Letter of Credit or error in computer transmission that the Indemnified Party reasonably believed to be authorized; (vi) an adviser, confirmer or other nominated person that was not authorized by the Issuing Bank seeking to be reimbursed, indemnified or compensated; (vii) any third party seeking to enforce the rights of an applicant, beneficiary, nominated person, transferee, assignee of proceeds of the Letter of Credit; (viii) the fraud, forgery or illegal action of parties other than the Indemnified Person; (ix) the enforcement against the Applicant of this Agreement or any rights or remedies under or in connection with this Agreement, a Related Document or the Letter of Credit; (x) the Administrative Agent’s or the Issuing Bank honoring any presentation upon or during the continuance of any Event of Default or for which the Applicant is unable or unwilling to make any payment to the Administrative Agentcollectively, the Issuing Bank or any Bank as required under “Expenses”). The foregoing provisions in this Agreement or any Related Document; (xi) the acts or omissions, whether rightful or wrongful, of any present or future de jure or de facto governmental or regulatory authority or cause or event beyond the control of such Indemnified Person; or (xii) the use of the proceeds of any LC Disbursement, paragraph shall be superseded in each case, including that resulting from to the Administrative Agent’sextent covered thereby, by the Issuing Bank’s or such Indemnified Person’s own negligenceapplicable provisions contained in the Facilities Documentation upon execution thereof and thereafter shall have no further force and effect. Notwithstanding any other provision of this Commitment Letter, provided, however, that such indemnity shall not be available to any Person claiming indemnification under (i) no party hereto shall be liable for any damages arising from the use by others of information or other materials obtained through (xii) above internet, electronic, telecommunications or other information transmission systems, except to the extent that such Costs are found damages have resulted from the willful misconduct, bad faith or gross negligence of such person or any of such person’s affiliates or any of its or their respective officers, directors, employees, agents, advisors or other representatives (as determined by a court of competent jurisdiction in a finalfinal and non-appealable decision) and (ii) none of we, you, the Investors, the Company or any affiliate of any of the foregoing, any officer, director, employee, agent, controlling person, advisor or other representative of the foregoing or any successor or permitted assign of any of the foregoing shall be liable for any indirect, special, punitive or consequential damages (including, without limitation, any loss of profits, business or anticipated savings) in connection with this Commitment Letter, the Fee Letter, the Transactions (including the Facilities and the use of proceeds thereunder), or with respect to any activities related to the Facilities, including the preparation of this Commitment Letter, the Fee Letter and the Facilities Documentation; provided that nothing contained in clause (ii) above shall limit your indemnity and reimbursement obligations to the extent set forth in the immediately preceding paragraph in respect of any third party claims alleging such indirect, special, punitive or consequential damages. Notwithstanding the foregoing, each Indemnified Person will be obligated to refund and return promptly any and all amounts paid by you under the immediately preceding paragraph to the extent it has been determined by a court of competent jurisdiction in a final and non-appealable decision that such Indemnified Person is not entitled to payment of such amounts in accordance with the terms hereof. You shall not be liable for any settlement of any Proceeding effected without your written consent (which consent shall not be unreasonably withheld, conditioned or delayed), but if settled with your written consent or if there is a final and non-appealable judgment by a court of competent jurisdiction for the plaintiff in any such Proceeding, you agree to indemnify and hold harmless each Indemnified Person from and against any and all losses, claims, damages, liabilities and expenses by reason of such settlement or judgment in accordance with the other provisions of this Section 7. You shall not, without the prior written consent of any Indemnified Person (which consent shall not be unreasonably withheld, conditioned or delayed), effect any settlement of any pending or threatened proceedings in respect of which indemnity could have resulted directly been sought hereunder by such Indemnified Person unless such settlement (i) includes an unconditional release of such Indemnified Person in form and substance reasonably satisfactory to such Indemnified Person from all liability or claims that are the gross negligence subject matter of such proceedings and (ii) does not include any statement as to or willful misconduct any admission of fault, culpability, wrong doing or a failure to act by or on behalf of any Indemnified Person. In case any claim, litigation, investigation or proceeding is instituted involving any Indemnified Person for which indemnification is to be sought hereunder by such Indemnified Person, then such Indemnified Person will promptly notify you of the commencement of any such claim, litigation, investigation or proceeding; provided, however, that the failure to so notify you will not relieve you from any liability that you may have to such Indemnified Person claiming indemnity. If and pursuant to this Section 7 or from any liability that you may have to such Indemnified Person other than pursuant to this Section 7, except to the extent that you are materially prejudiced by such failure. In connection with any one claim, litigation, investigation or proceeding, you will not be responsible for the obligations fees and expenses of Applicant under this paragraph are unenforceable more than one separate law firm for any reason, Applicant shall make the maximum contribution to the Costs permissible under applicable law. This Section 9.3(a) shall not apply with respect to Taxes other than any Taxes that represent losses or damages arising from any non-Tax claimall Indemnified Persons plus additional conflicts and local counsel as provided herein.

Indemnity; Expenses. To induce BRF to enter into this Commitment Letter and to proceed with the documentation of the Subscription Agreements, Parent agrees, (a) The Applicant shall to indemnify and hold harmless the Administrative Agent, the Issuing Bank, each Bank, their respective affiliates and correspondents (x) BRF and each of its assigns and their respective Affiliates and controlling persons and (y) the respective officers, directors, officers, employees, members, partners, agents, advisors and agents other representatives of each of the foregoing and their respective successors (each such partyeach, an “Indemnified Person”) ), from and against any and all claims, suits, judgments, costs, losses, fines, penalties, damagesclaims, liabilities, damages and liabilities of any kind or nature and reasonable and documented (in summary form) or invoiced out-of-pocket fees and expenses, including expert witness fees and reasonable legal feesjoint or several, charges and disbursements of to which any counsel (including in-house counsel fees and allocated costs) for any such Indemnified Person (“Costs”), may become subject to the extent arising out of, resulting from or in connection with, or as a result of: (i) this Commitment Letter, the Letter of Credit Subscription Agreements or any pre-advice of its issuance; (ii) any transfer, sale, delivery, surrenderrelated transaction contemplated hereby or thereby, or endorsement of any Drawing Document at any time(s) held by any Indemnified Person in connection with the Letter of Credit; (iii) any action or proceeding arising out of or in connection with the Letter of Credit, this Agreement or any Related Document (whether administrative, judicial or in connection with arbitration), including any action or proceeding to compel or restrain any presentation or payment under the Letter of Credit, or for the wrongful dishonor of or honoring a presentation under the Letter of Credit; (iv) any independent undertakings issued by the beneficiary of the Letter of Credit; (v) any unauthorized communication or instruction (whether oral, telephonic, written, telegraphic, facsimile or electronic) (each an “Instruction”) (x) received pursuant to the express terms of the Letter of Credit or (y) any other Instruction regarding the Letter of Credit or error in computer transmission that the Indemnified Party reasonably believed to be authorized; (vi) an adviser, confirmer or other nominated person that was not authorized by the Issuing Bank seeking to be reimbursed, indemnified or compensated; (vii) any third party seeking to enforce the rights of an applicant, beneficiary, nominated person, transferee, assignee of proceeds of the Letter of Credit; (viii) the fraud, forgery or illegal action of parties other than the Indemnified Person; (ix) the enforcement against the Applicant of this Agreement or any rights or remedies under or in connection with this Agreement, a Related Document or the Letter of Credit; (x) the Administrative Agent’s or the Issuing Bank honoring any presentation upon or during the continuance of any Event of Default or for which the Applicant is unable or unwilling to make any payment to the Administrative Agent, the Issuing Bank or any Bank as required under this Agreement or any Related Document; (xi) the acts or omissions, whether rightful or wrongful, of any present or future de jure or de facto governmental or regulatory authority or cause or event beyond the control of such Indemnified Person; or (xii) the use of the proceeds of the Cash Equity thereof or any LC Disbursementclaim, in each caselitigation, judgment, action, investigation, dispute or proceeding (including that resulting from any inquiry or investigation) relating to any of the Administrative Agent’sforegoing (any of the foregoing, the Issuing Bank’s or a “Proceeding”), regardless of whether any such Indemnified Person’s own negligencePerson is a party thereto, providedwhether or not such Proceedings are brought by Parent or its affiliates, howevercreditors or any other third person, that and to reimburse each such indemnity shall not be available Indemnified Person upon demand for any reasonable and documented (in summary form) or invoiced out-of-pocket legal expenses of one firm of counsel for BRF, and, solely in the case of an actual or perceived conflict of interest, one additional counsel to the affected Indemnified Persons, or other reasonable and documented (in summary form) or invoiced out-of-pocket fees and expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to any Person claiming indemnification under (i) through (xii) above of the foregoing; provided that the foregoing indemnity will not, as to any Indemnified Person, apply to losses, penalties, claims, damages, liabilities or related expenses to the extent that such Costs are found in a finalthey have resulted from the willful misconduct, non-appealable judgment bad faith or gross negligence (as determined by a court of competent jurisdiction to have resulted directly from the gross negligence in a final and non-appealable decision) of such Indemnified Person or willful misconduct any of such Indemnified Person’s controlled affiliates and controlling persons or any of its or their respective officers, directors, employees, agents, advisors or other representatives, in each case, who are involved in or aware of the Indemnified Person claiming indemnity. If transactions contemplated by this Commitment Letter and the Subscription Agreements, and (b) regardless of whether Subscription Agreements become effective or the transactions contemplated hereby or thereby are consummated, Parent agrees to reimburse BRF and its Affiliates promptly from time to time all expenses reasonably incurred by BRF and its Affiliates in connection with the extent that preparation, negotiation and enforcement of this Commitment Letter and the obligations Subscription Agreements and the transactions contemplated hereby and by the Subscription Agreements, including without limitation, all out-of-pocket expenses, and the reasonable fees, disbursements and other charges of Applicant under this paragraph are unenforceable for any reason, Applicant shall make the maximum contribution one primary counsel to the Costs permissible under applicable law. This Section 9.3(a) shall not apply with respect to Taxes other than any Taxes that represent losses or damages arising from any non-Tax claimBRF.

Indemnity; Expenses. (a) The Applicant shall Each of the Credit Agent and the Trustee severally agrees to indemnify and hold harmless the Administrative AgentCollateral Agent and its officers, the Issuing Bank, each Bank, their respective affiliates and correspondents and each of their respective directors, officers, employees, advisors agents and agents employees (each such partyan "Indemnitee"), an “Indemnified Person”ratably according to the Pro Rata Share(s) held by the Lenders and the Trustee, respectively, from and against any and all claimsliabilities, obligations, losses, damages, penalties, actions, judgments, suits, judgments, costs, losses, fines, penalties, damages, liabilities, and expenses, including expert witness fees and reasonable legal fees, charges and claims or disbursements ("Claims") of any counsel (including in-house counsel fees and allocated costs) for any Indemnified Person (“Costs”)kind or nature whatsoever that may be imposed on, arising out of, in connection withincurred by, or as a result of: asserted against the Indemnitee in any way relating directly or indirectly to or arising directly or indirectly (whether before or after termination of this Agreement) out of (i) the Letter of Credit this Agreement or any pre-advice of its issuance; the Shared Collateral Security Documents (including without limitation the negotiation, execution, and enforcement thereof), or any transaction contemplated thereby, (ii) any transfer, sale, delivery, surrenderaction taken or omitted by the Indemnitee pursuant to this Agreement or any of the Shared Collateral Security Documents, or endorsement of any Drawing Document at any time(s) held by any Indemnified Person in connection with the Letter of Credit; (iii) any breach of any agreement or instrument as a result of any action taken or proceeding arising out omitted by the Indemnitee hereunder or under any of the Shared Collateral Security Documents; provided, however, that neither the Credit Agent nor the Trustee shall be liable for any portion of such Claims found to result from the Indemnitee's gross negligence, willful misconduct or in connection with the Letter knowing violations of Credit, this Agreement or any Related Document Law (whether administrative, judicial or in connection with arbitrationas may be determined by New York law), including any action or proceeding to compel or restrain any presentation or payment under the Letter of Credit, or for the wrongful dishonor of or honoring a presentation under the Letter of Credit; (iv) any independent undertakings issued unless such breach has been waived by the beneficiary Required Parties or the Required Parties shall have instructed the Collateral Agent to take an action which violates applicable Law. The Pro Rata Shares of the Letter Lenders and the Trustee for purposes of Credit; this Section 5.4(a) shall be determined (vi) in the case the Collateral Agent has taken any unauthorized communication or instruction (whether oral, telephonic, written, telegraphic, facsimile or electronic) (each an “Instruction”) (x) received pursuant Remedial Action with respect to the express terms Shared Collateral, at the time of the Letter commencement of Credit or such Remedial Action and (yii) in the case the Collateral Agent has not taken any other Instruction regarding such action, as of the Letter of Credit or error in computer transmission that the Indemnified Party reasonably believed date such Claim commenced to be authorized; (vi) an adviser, confirmer or other nominated person that was not authorized by the Issuing Bank seeking to be reimbursed, indemnified or compensated; (vii) any third party seeking to enforce the rights of an applicant, beneficiary, nominated person, transferee, assignee of proceeds of the Letter of Credit; (viii) the fraud, forgery or illegal action of parties other than the Indemnified Person; (ix) the enforcement against the Applicant of this Agreement or any rights or remedies under or in connection with this Agreement, a Related Document or the Letter of Credit; (x) the Administrative Agent’s or the Issuing Bank honoring any presentation upon or during the continuance of any Event of Default or for which the Applicant is unable or unwilling to make any payment to the Administrative Agent, the Issuing Bank or any Bank as required under this Agreement or any Related Document; (xi) the acts or omissions, whether rightful or wrongful, of any present or future de jure or de facto governmental or regulatory authority or cause or event beyond the control of such Indemnified Person; or (xii) the use of the proceeds of any LC Disbursementincurred, in each case, including that resulting from as determined by the Administrative Agent’s, the Issuing Bank’s or such Indemnified Person’s own negligence, provided, however, that such indemnity shall not be available to any Person claiming indemnification under (i) through (xii) above to the extent that such Costs are found Collateral Agent in a final, non-appealable judgment by a court of competent jurisdiction to have resulted directly from the gross negligence or willful misconduct of the Indemnified Person claiming indemnity. If and to the extent that the obligations of Applicant under this paragraph are unenforceable for any reason, Applicant shall make the maximum contribution to the Costs permissible under applicable law. This Section 9.3(a) shall not apply with respect to Taxes other than any Taxes that represent losses or damages arising from any non-Tax claimgood faith.

Indemnity; Expenses. (a) The Applicant shall indemnify Each Grantor jointly and severally agrees to indemnify, reimburse and hold harmless the Administrative Agent, the Issuing Bank, Agent and each Bank, other Secured Party and their respective affiliates and correspondents and each of their respective directorssuccessors, assigns, employees, officers, employeesdirectors, advisors affiliates, agents and agents servants (each such party, hereinafter in this Section referred to individually as an “Indemnified PersonIndemnitee,” and, collectively, as “Indemnitees”) harmless from and against any and all liabilities, obligations, losses, damages, injuries, penalties, claims, demands, actions, suits, judgments, judgments and any and all costs, losses, fines, penalties, damages, liabilities, expenses or disbursements (including attorneys’ fees and expenses) of whatsoever kind and nature imposed on, including expert witness fees and reasonable legal feesasserted against or incurred by any of the Indemnitees in any way relating to or arising out of this Agreement, charges and disbursements any other Loan Document or any other document executed in connection herewith or therewith or in any other way connected with the administration of the transactions contemplated hereby or thereby or the enforcement of any counsel (including in-house counsel fees and allocated costs) for of the terms of, or the preservation of any Indemnified Person (“Costs”)rights under any thereof, or in any way relating to or arising out ofof the manufacture, in connection withownership, or as a result of: (i) the Letter of Credit or any pre-advice of its issuance; (ii) any transferordering, purchase, delivery, control, acceptance, lease, financing, possession, operation, condition, sale, delivery, surrenderreturn or other disposition, or endorsement use of any Drawing Document at any time(s) held by any Indemnified Person in connection with the Letter of Credit; Collateral (iii) any action including latent or proceeding arising out of other defects, whether or in connection with the Letter of Credit, this Agreement or any Related Document (whether administrative, judicial or in connection with arbitrationnot discoverable), including the violation by any action Grantor of the laws of any country, state or proceeding to compel other governmental body or restrain unit, any presentation tort (including claims arising or payment imposed under the Letter doctrine of Creditstrict liability, or for the wrongful dishonor or on account of or honoring a presentation under the Letter of Credit; (iv) any independent undertakings issued by the beneficiary of the Letter of Credit; (v) any unauthorized communication or instruction (whether oral, telephonic, written, telegraphic, facsimile or electronic) (each an “Instruction”) (x) received pursuant injury to the express terms of the Letter of Credit or (y) any other Instruction regarding the Letter of Credit or error in computer transmission that the Indemnified Party reasonably believed to be authorized; (vi) an adviser, confirmer or other nominated person that was not authorized by the Issuing Bank seeking to be reimbursed, indemnified or compensated; (vii) any third party seeking to enforce the rights of an applicant, beneficiary, nominated person, transferee, assignee of proceeds of the Letter of Credit; (viii) the fraud, forgery or illegal action of parties other than the Indemnified Person; (ix) the enforcement against the Applicant of this Agreement or any rights or remedies under or in connection with this Agreement, a Related Document or the Letter of Credit; (x) the Administrative Agent’s or the Issuing Bank honoring any presentation upon or during the continuance death of any Event of Default Person (including any Indemnitee), or for which the Applicant is unable property damage), or unwilling to make any payment to the Administrative Agent, the Issuing Bank or any Bank as required under this Agreement or any Related Documentcontract claim; (xi) the acts or omissions, whether rightful or wrongful, of any present or future de jure or de facto governmental or regulatory authority or cause or event beyond the control of such Indemnified Person; or (xii) the use of the proceeds of any LC Disbursement, in each case, including that resulting from the Administrative Agent’s, the Issuing Bank’s or such Indemnified Person’s own negligence, provided, however, that such indemnity shall not not, as to any Indemnitee, be available to any Person claiming indemnification under (i) through (xii) above to the extent that such Costs liabilities, obligations, losses, damages, injuries, penalties, claims, demands, actions, suits, judgments or related costs, expenses or disbursements (i) are found in a final, non-appealable judgment determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted directly from the gross negligence or willful misconduct of such Indemnitee or (ii) result from a claim brought by any Grantor against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder, if such Grantor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Each Grantor agrees that upon written notice by any Indemnitee of the Indemnified Person claiming indemnityassertion of such a liability, obligation, loss, damage, injury, penalty, claim, demand, action, suit or judgment, such Grantor shall assume full responsibility for the defense thereof. If and Each Indemnitee agrees to the extent that the obligations promptly notify such Grantor of Applicant under this paragraph are unenforceable for any reason, Applicant shall make the maximum contribution to the Costs permissible under applicable law. This Section 9.3(a) shall not apply with respect to Taxes other than any Taxes that represent losses or damages arising from any non-Tax claimsuch assertion of which such Indemnitee has knowledge.

Indemnity; Expenses. To induce the Commitment Parties to enter into this Commitment Letter, the Interim Facilities Agreement and the Fee Letter and to proceed with the documentation of the Facilities, you agree (a) The Applicant shall to indemnify and hold harmless each Commitment Party, its affiliates (other than Excluded Affiliates to the Administrative Agent, the Issuing Bank, each Bank, extent acting in their capacities as such) and their respective affiliates and correspondents and each of their respective officers, directors, officers, employees, agents, controlling persons, advisors and agents other representatives and the successors and permitted assigns of each of the foregoing (each such partyeach, an “Indemnified Person”) from and against any and all losses, claims, suitsdamages and liabilities of any kind or nature and reasonable, judgmentsdocumented and invoiced out-of-pocket fees and expenses (limited, costsin the case of (i) legal fees and expenses, to one counsel for all Indemnified Persons under the First Lien Facilities and one counsel for all Indemnified Persons under the Bridge Facility and, if necessary, one firm of local counsel in each relevant material jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for all Indemnified Persons under the First Lien Facilities and one firm of local counsel in each relevant material jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for all Indemnified Persons under the Bridge Facility (and, in the case of an actual or perceived conflict of interest, one additional conflicts counsel for the affected Indemnified Persons under the First Lien Facilities or Bridge Facility, as applicable, and (ii) fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, disbursements and other charges of such advisor or consultant, but solely to the extent you have consented to the retention of such person (such consent not to be unreasonably withheld or delayed)), to which any such Indemnified Person may become subject to the extent arising out of, resulting from or in connection with, this Commitment Letter (including the Term Sheets), the Interim Facilities Agreement, the Fee Letter, the Transactions or any related transaction contemplated hereby, the Facilities or any use of the proceeds thereof or any claim, litigation, investigation or proceeding (including any inquiry or investigation) relating to any of the foregoing (any of the foregoing, a “Proceeding”), regardless of whether any such Indemnified Person is a party thereto, whether or not such Proceedings are brought by you, the Company, your or any of the Company’s respective equity holders, affiliates, creditors or any other third person; provided that the foregoing indemnity will not, as to any Indemnified Person, apply to losses, fines, penaltiesclaims, damages, liabilities, and expenses, including expert witness fees and reasonable legal fees, charges and disbursements of any counsel (including in-house counsel fees and allocated costs) for any Indemnified Person (“Costs”), arising out of, in connection with, costs or as a result of: expenses to the extent that they have resulted from (i) the Letter willful misconduct, bad faith or gross negligence of Credit such Indemnified Person or any pre-advice of such Indemnified Person’s affiliates or any of its issuance; or their respective officers, directors, employees, agents, controlling persons, advisors or other representatives (as determined by a court of competent jurisdiction in a final and non-appealable decision), (ii) a material breach of the obligations of such Indemnified Person or any transferof such Indemnified Person’s affiliates under this Commitment Letter (including, salethe Term Sheets), delivery, surrenderthe Interim Facilities Agreement, or endorsement the Fee Letter (as determined by a court of competent jurisdiction in a final and non-appealable decision) or (iii) any Proceeding that does not involve an act or omission by you or any of your affiliates and that is brought by an Indemnified Person against any other Indemnified Person (other than an Arranger or an agent under a Facility acting in its capacity as such) and (b) to the extent that the Completion Date occurs, to reimburse each Commitment Party from time to time, upon presentation of a summary statement, for all reasonable, documented and invoiced out-of-pocket fees and expenses (limited, in the case of (i) legal fees and expenses, to one counsel for all Indemnified Persons under the First Lien Facilities and one counsel for all Indemnified Persons under the Bridge Facility and, if necessary, one firm of local counsel in each relevant material jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for all Indemnified Persons under the First Lien Facilities and one firm of local counsel in each relevant material jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for all Indemnified Persons under the Bridge Facility (and, in the case of an actual or perceived conflict of interest, one additional conflicts counsel for the affected Indemnified Persons under the First Lien Facilities or Bridge Facility, as applicable), and (ii) fees and expenses of any Drawing Document at any time(s) held by any Indemnified Person other advisor or consultant, to the reasonable, documented and invoiced fees, disbursements and other charges of such advisor or consultant, but solely to the extent you have consented to the retention of such person (such consent not to be unreasonably withheld or delayed)), in each case incurred in connection with the Letter Facilities and the preparation, negotiation and enforcement of Credit; (iii) this Commitment Letter, the Interim Facilities Agreement, the Fee Letter, the Facilities Documentation and any action or proceeding arising out of or security arrangements in connection with the Letter of Credit, this Agreement or any Related Document therewith (whether administrative, judicial or in connection with arbitration), including any action or proceeding to compel or restrain any presentation or payment under the Letter of Credit, or for the wrongful dishonor of or honoring a presentation under the Letter of Credit; (iv) any independent undertakings issued by the beneficiary of the Letter of Credit; (v) any unauthorized communication or instruction (whether oral, telephonic, written, telegraphic, facsimile or electronic) (each an “Instruction”) (x) received pursuant to the express terms of the Letter of Credit or (y) any other Instruction regarding the Letter of Credit or error in computer transmission that the Indemnified Party reasonably believed to be authorized; (vi) an adviser, confirmer or other nominated person that was not authorized by the Issuing Bank seeking to be reimbursed, indemnified or compensated; (vii) any third party seeking to enforce the rights of an applicant, beneficiary, nominated person, transferee, assignee of proceeds of the Letter of Credit; (viii) the fraud, forgery or illegal action of parties other than the Indemnified Person; (ix) the enforcement against the Applicant of this Agreement or any rights or remedies under or in connection with this Agreement, a Related Document or the Letter of Credit; (x) the Administrative Agent’s or the Issuing Bank honoring any presentation upon or during the continuance of any Event of Default or for which the Applicant is unable or unwilling to make any payment to the Administrative Agentcollectively, the Issuing Bank or any Bank as required under “Expenses”). The foregoing provisions in this Agreement or any Related Document; (xi) the acts or omissions, whether rightful or wrongful, of any present or future de jure or de facto governmental or regulatory authority or cause or event beyond the control of such Indemnified Person; or (xii) the use of the proceeds of any LC Disbursement, paragraph shall be superseded in each case, including that resulting from to the Administrative Agent’sextent covered thereby, by the Issuing Bank’s or such Indemnified Person’s own negligenceapplicable provisions contained in the Facilities Documentation upon execution thereof and thereafter shall have no further force and effect. Notwithstanding any other provision of this Commitment Letter, provided, however, that such indemnity shall not be available to any Person claiming indemnification under (i) no party hereto shall be liable for any damages arising from the use by others of information or other materials obtained through (xii) above internet, electronic, telecommunications or other information transmission systems, except to the extent that such Costs are found damages have resulted from the willful misconduct, bad faith or gross negligence of such person or any of such person’s affiliates or any of its or their respective officers, directors, employees, agents, advisors or other representatives (as determined by a court of competent jurisdiction in a finalfinal and non-appealable decision) and (ii) none of we, you, the Investors, the Company or any affiliate of any of the foregoing, any officer, director, employee, agent, controlling person, advisor or other representative of the foregoing or any successor or permitted assign of any of the foregoing shall be liable for any indirect, special, punitive or consequential damages (including, without limitation, any loss of profits, business or anticipated savings) in connection with this Commitment Letter, the Interim Facilities Agreement, the Fee Letter, the Transactions (including the Facilities and the use of proceeds thereunder), or with respect to any activities related to the Facilities, including the preparation of this Commitment Letter, the Interim Facilities Agreement, the Fee Letter and the Facilities Documentation; provided that nothing contained in clause (ii) above shall limit your indemnity and reimbursement obligations to the extent set forth in the immediately preceding paragraph in respect of any third party claims alleging such indirect, special, punitive or consequential damages. Notwithstanding the foregoing, each Indemnified Person will be obligated to refund and return promptly any and all amounts paid by you under the immediately preceding paragraph to the extent it has been determined by a court of competent jurisdiction in a final and non-appealable decision that such Indemnified Person is not entitled to payment of such amounts in accordance with the terms hereof. You shall not be liable for any settlement of any Proceeding effected without your written consent (which consent shall not be unreasonably withheld, conditioned or delayed), but if settled with your written consent or if there is a final and non-appealable judgment by a court of competent jurisdiction for the plaintiff in any such Proceeding, you agree to indemnify and hold harmless each Indemnified Person from and against any and all losses, claims, damages, liabilities and expenses by reason of such settlement or judgment in accordance with the other provisions of this Section 7. You shall not, without the prior written consent of any Indemnified Person (which consent shall not be unreasonably withheld, conditioned or delayed), effect any settlement of any pending or threatened proceedings in respect of which indemnity could have resulted directly been sought hereunder by such Indemnified Person unless such settlement (i) includes an unconditional release of such Indemnified Person in form and substance reasonably satisfactory to such Indemnified Person from all liability or claims that are the gross negligence subject matter of such proceedings and (ii) does not include any statement as to or willful misconduct any admission of fault, culpability, wrong doing or a failure to act by or on behalf of any Indemnified Person. In case any claim, litigation, investigation or proceeding is instituted involving any Indemnified Person for which indemnification is to be sought hereunder by such Indemnified Person, then such Indemnified Person will promptly notify you of the commencement of any such claim, litigation, investigation or proceeding; provided, however, that the failure to so notify you will not relieve you from any liability that you may have to such Indemnified Person claiming indemnity. If and pursuant to this Section 7 or from any liability that you may have to such Indemnified Person other than pursuant to this Section 7, except to the extent that you are materially prejudiced by such failure. In connection with any one claim, litigation, investigation or proceeding, you will not be responsible for the obligations fees and expenses of Applicant more than one separate law firm for all Indemnified Persons under this paragraph are unenforceable the First Lien Facilities and one separate law firm for any reason, Applicant shall make all Indemnified Persons under the maximum contribution to the Costs permissible under applicable law. This Section 9.3(a) shall not apply with respect to Taxes other than any Taxes that represent losses or damages arising from any non-Tax claimBridge Facility plus additional conflicts and local counsel as provided herein.

Indemnity; Expenses. (a) The Applicant shall Each of the Credit Agent and the Note Agent agrees to indemnify and hold harmless the Administrative AgentShared Collateral Agent and its officers, the Issuing Bank, each Bank, their respective affiliates and correspondents and each of their respective directors, officers, employees, advisors agents and agents employees (each such partyan "Indemnitee"), an “Indemnified Person”ratably according to the Pro Rata Share(s) held by the Lenders and the Senior Noteholders, respectively, from and against any and all claimsliabilities, obligations, losses, damages, penalties, actions, judgments, suits, judgments, costs, losses, fines, penalties, damages, liabilities, and expenses, including expert witness fees and reasonable legal fees, charges and claims or disbursements ("Claims") of any counsel (including in-house counsel fees and allocated costs) for any Indemnified Person (“Costs”)kind or nature whatsoever that may be imposed on, arising out of, in connection withincurred by, or as a result of: asserted against the Indemnitee in any way relating directly or indirectly to or arising directly or indirectly (whether before or after termination of this Agreement) out of (i) the Letter of Credit this Agreement or any pre-advice of its issuance; the Shared Collateral Security Documents (including without limitation the negotiation, execution, and enforcement thereof), or any transaction contemplated thereby, (ii) any transfer, sale, delivery, surrenderaction taken or omitted by the Indemnitee pursuant to this Agreement or any of the Shared Collateral Security Documents, or endorsement of any Drawing Document at any time(s) held by any Indemnified Person in connection with the Letter of Credit; (iii) any breach of any agreement or instrument as a result of any action taken or proceeding arising out omitted by the Indemnitee hereunder or under any of the Shared Collateral Security Documents; provided, however, that neither the Credit Agent nor the Note Agent shall be liable for any portion of such Claims found to result from the Indemnitee's gross negligence, willful misconduct or in connection with the Letter knowing violations of Credit, this Agreement or any Related Document law (whether administrative, judicial or in connection with arbitrationas may be determined by New York law), including any action or proceeding to compel or restrain any presentation or payment under the Letter of Credit, or for the wrongful dishonor of or honoring a presentation under the Letter of Credit; (iv) any independent undertakings issued unless such breach has been waived by the beneficiary Required Parties or the Required Parties shall have instructed the Shared Collateral Agent to take an action which violates applicable law. The Pro Rata Shares of the Letter Lenders and the Senior Noteholders for purposes of Credit; this Section 5.4(a) shall be determined (vi) in the case the Shared Collateral Agent has taken any unauthorized communication or instruction (whether oral, telephonic, written, telegraphic, facsimile or electronic) (each an “Instruction”) (x) received pursuant Remedial Action with respect to the express terms Shared Collateral, at the time of the Letter commencement of Credit or such Remedial Action and (yii) in the case the Shared Collateral Agent has not taken any other Instruction regarding such action, as of the Letter of Credit or error in computer transmission that the Indemnified Party reasonably believed date such Claim commenced to be authorized; (vi) an adviser, confirmer or other nominated person that was not authorized by the Issuing Bank seeking to be reimbursed, indemnified or compensated; (vii) any third party seeking to enforce the rights of an applicant, beneficiary, nominated person, transferee, assignee of proceeds of the Letter of Credit; (viii) the fraud, forgery or illegal action of parties other than the Indemnified Person; (ix) the enforcement against the Applicant of this Agreement or any rights or remedies under or in connection with this Agreement, a Related Document or the Letter of Credit; (x) the Administrative Agent’s or the Issuing Bank honoring any presentation upon or during the continuance of any Event of Default or for which the Applicant is unable or unwilling to make any payment to the Administrative Agent, the Issuing Bank or any Bank as required under this Agreement or any Related Document; (xi) the acts or omissions, whether rightful or wrongful, of any present or future de jure or de facto governmental or regulatory authority or cause or event beyond the control of such Indemnified Person; or (xii) the use of the proceeds of any LC Disbursementincurred, in each case, including that resulting from as determined by the Administrative Agent’s, the Issuing Bank’s or such Indemnified Person’s own negligence, provided, however, that such indemnity shall not be available to any Person claiming indemnification under (i) through (xii) above to the extent that such Costs are found Shared Collateral Agent in a final, non-appealable judgment by a court of competent jurisdiction to have resulted directly from the gross negligence or willful misconduct of the Indemnified Person claiming indemnity. If and to the extent that the obligations of Applicant under this paragraph are unenforceable for any reason, Applicant shall make the maximum contribution to the Costs permissible under applicable law. This Section 9.3(a) shall not apply with respect to Taxes other than any Taxes that represent losses or damages arising from any non-Tax claimgood faith.

Indemnity; Expenses. To induce the Commitment Parties to enter into this Commitment Letter and the Fee Letter and to proceed with the documentation of the Credit Facilities, you agree (a) The Applicant shall to indemnify and hold harmless the Administrative Agenteach Commitment Party, the Issuing Bank, each Bank, their respective its affiliates and correspondents controlling persons (in each case other than any Excluded Affiliate acting in its capacity as such) and each of their the respective officers, directors, officers, employees, advisors agents, advisors, partners and agents other representatives and successors and assigns of each of the foregoing (each such partyeach, an “Indemnified Person”) ), from and against any and all losses, claims, suitsdamages and liabilities of any kind or nature and reasonable, judgments, costs, losses, fines, penalties, damages, liabilities, documented and invoiced out-of-pocket fees and expenses, including expert witness joint or several (limited to (i) in the case of legal fees and reasonable legal feesexpenses, charges fees and disbursements expenses of one counsel for all such Indemnified Persons, taken as a whole and, of a single local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for all such Indemnified Persons, taken as a whole, and, solely in the case of an actual or perceived conflict of interest, one additional primary and one additional local counsel in each applicable jurisdiction to each group of similarly affected Indemnified Persons and (ii) in the case of any counsel (including in-house counsel other advisory or consultant, fees and allocated costs) for expenses of such advisor or consultant but solely to the extent that you have consented to the retention of such person (such consent not to be unreasonably withheld or delayed)), to which any such Indemnified Person (“Costs”), may become subject to the extent arising out of, resulting from or in connection with, this Commitment Letter (including the Term Sheet), the Fee Letter, the Transactions or any related transaction contemplated hereby, the Credit Facilities or any use of the proceeds thereof or any claim, litigation, investigation or proceeding (including any inquiry or investigation) relating to any of the foregoing (any of the foregoing, a “Proceeding”), regardless of whether any such Indemnified Person is a party thereto, whether or not such Proceedings are brought by you, your equity holders, affiliates, creditors or any other third person, and to reimburse each such Indemnified Person upon written demand for any reasonable, documented and invoiced out-of-pocket fees and expenses of one counsel for all such Indemnified Persons, taken as a result whole and, of a single local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for all such Indemnified Persons, taken as a whole, and, solely in the case of an actual or perceived conflict of interest, one additional primary and one additional local counsel in each applicable jurisdiction to each group of similarly affected Indemnified Persons, and other reasonable, documented and invoiced out-of: -pocket fees and expenses incurred in connection with investigating or defending any of the foregoing and the fees and expenses of any other third-party advisors; provided that the foregoing indemnity will not, as to any Indemnified Person, apply to losses, claims, damages, liabilities or related expenses to the extent that they have resulted from (i) the Letter willful misconduct, bad faith or gross negligence of Credit such Indemnified Person or any pre-advice of such Indemnified Person’s controlling persons, affiliates or any of its issuance; or their respective officers, directors, employees, agents, partners or successors (as determined by a court of competent jurisdiction in a final and non-appealable decision), (ii) a material breach of the obligations of such Indemnified Person or any transfer, sale, delivery, surrenderof such Indemnified Person’s controlling persons or affiliates under this Commitment Letter or the Fee Letter (as determined by a court of competent jurisdiction in a final and non-appealable decision), or endorsement (iii) disputes solely between and among Indemnified Persons to the extent such disputes do not arise from any act or omission of you, the Sponsor, the Target or any Drawing Document at of your or their respective affiliates; provided, further, that each Indemnified Person, to the extent acting in its capacity as an agent or arranger or similar role under the Credit Facilities, shall remain indemnified in respect of such disputes; and (b) to reimburse each Commitment Party from time to time, upon presentation of a summary statement, for all reasonable and documented or invoiced out-of-pocket expenses (including but not limited to expenses of each Commitment Party’s non-legal consultants’ fees (to the extent any time(ssuch consultant has been retained with your prior written consent (such consent not to be unreasonably withheld or delayed)), syndication expenses, due diligence expenses, reasonable, documented and invoiced travel expenses and reasonable, documented and invoiced fees, disbursements and other charges of a single counsel to the Commitment Parties identified in the Term Sheet and of a single local counsel to the Commitment Parties in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) held by any Indemnified Person and of such other counsel retained with your prior written consent (such consent not to be unreasonably withheld or delayed)), in each case incurred in connection with the Letter Credit Facilities and the preparation, negotiation and enforcement of Credit; (iii) this Commitment Letter, the Fee Letter, the Credit Facilities Documentation and any action or proceeding arising out of or security arrangements in connection therewith (collectively, the “Expenses”). You acknowledge that certain of us may receive a benefit, including, without limitation, a discount, credit or other accommodation, from any such counsel based on the fees such counsel may receive on account of their relationship with us including, without limitation, fees paid pursuant hereto. The foregoing provisions in this paragraph shall be superseded in each case, to the Letter of Creditextent covered thereby, this Agreement or any Related Document (whether administrative, judicial or in connection with arbitration), including any action or proceeding to compel or restrain any presentation or payment under the Letter of Credit, or for the wrongful dishonor of or honoring a presentation under the Letter of Credit; (iv) any independent undertakings issued by the beneficiary applicable provisions contained in the Credit Facilities Documentation upon execution thereof and thereafter shall have no further force and effect. Notwithstanding any other provision of this Commitment Letter, (i) no Indemnified Person shall be liable for any damages arising from the Letter use by others of Credit; (v) any unauthorized communication information or instruction (whether oralother materials obtained through internet, telephonicelectronic, writtentelecommunications or other information transmission systems, telegraphic, facsimile or electronic) (each an “Instruction”) except to the extent that such damages have resulted from (x) received pursuant to the express terms willful misconduct, bad faith or gross negligence of the Letter such Indemnified Person or any of Credit such Indemnified Person’s controlling persons, controlled affiliates or any of its or their respective officers, directors, employees, agents, partners or successors or (y) any other Instruction regarding the Letter of Credit or error in computer transmission that the Indemnified Party reasonably believed to be authorized; (vi) an adviser, confirmer or other nominated person that was not authorized by the Issuing Bank seeking to be reimbursed, indemnified or compensated; (vii) any third party seeking to enforce the rights of an applicant, beneficiary, nominated person, transferee, assignee of proceeds material breach of the Letter obligations of Credit; (viii) the fraud, forgery or illegal action of parties other than the such Indemnified Person; (ix) the enforcement against the Applicant of this Agreement Person or any rights or remedies under or in connection with this Agreement, a Related Document or the Letter of Credit; (x) the Administrative Agent’s or the Issuing Bank honoring any presentation upon or during the continuance of any Event of Default or for which the Applicant is unable or unwilling to make any payment to the Administrative Agent, the Issuing Bank or any Bank as required under this Agreement or any Related Document; (xi) the acts or omissions, whether rightful or wrongful, of any present or future de jure or de facto governmental or regulatory authority or cause or event beyond the control of such Indemnified Person; ’s affiliates under this Commitment Letter or (xii) the use of the proceeds of any LC DisbursementFee Letter, in each case, including that resulting from the Administrative Agent’s, the Issuing Bank’s or such Indemnified Person’s own negligence, provided, however, that such indemnity shall not be available to any Person claiming indemnification under (i) through (xii) above to the extent that such Costs are found case as determined by a court of competent jurisdiction in a final, non-appealable judgment, and (ii) none of us, you (or your affiliates), the Sponsor (or its affiliates), the Target (or its subsidiaries) or any Indemnified Person shall be liable for any indirect, special, punitive or consequential damages (including, without limitation, any loss of profits, business or anticipated savings) in connection with this Commitment Letter, the Fee Letter, the Transactions (including the Credit Facilities and the use of proceeds thereunder), or with respect to any activities related to the Credit Facilities, including the preparation of this Commitment Letter, the Fee Letter and the Credit Facilities Documentation; provided that nothing in this paragraph shall limit your indemnity and reimbursement obligations to the extent that such indirect, special, punitive or consequential damages are included in any claim by a third party unaffiliated with the applicable Indemnified Person with respect to which the applicable Indemnified Person is entitled to indemnification as set forth in the immediately preceding paragraph. In case any Proceeding is instituted involving any Indemnified Person for which indemnification is to be sought hereunder by such Indemnified Person, then such Indemnified Person will promptly notify you of the commencement of such Proceeding; provided, however, that the failure to so notify you will not relieve you of any liability that you may have to such Indemnified Person pursuant to this Section 7, except to the extent you are materially prejudiced by such failure. You shall not, without the prior written consent of the applicable Indemnified Person (which consent shall not be unreasonably withheld or delayed) (it being understood that withholding consent due to non-satisfaction of any of the conditions described in clauses (i) and (ii) of this sentence shall be deemed reasonable), effect any settlement of, or consent to the entry of any judgment with respect to, any pending or threatened Proceedings in respect of which indemnity could have been sought hereunder by such Indemnified Person unless such settlement (i) includes an unconditional release of such Indemnified Person in form and substance reasonably satisfactory to such Indemnified Person from all liability or claims that are the subject matter of such Proceeding and (ii) does not include any statement as to or admission of fault, culpability, wrongdoing or failure to act by or on behalf of any Indemnified Person. In connection with any one Proceeding, you will not be responsible for the fees and expenses of more than one separate law firm for all Indemnified Persons plus additional local counsel and conflicts counsel to the extent provided herein. You shall not be liable for any settlement of any Proceeding effected without your written consent (which consent shall not be unreasonably withheld or delayed), but if settled with your written consent or if there is a judgment by a court of competent jurisdiction in any such Proceeding, you agree to have resulted directly from the gross negligence or willful misconduct of the indemnify and hold harmless each Indemnified Person claiming indemnity. If from and against any and all losses, claims, damages, liabilities and reasonable, documented and invoiced legal or other out-of-pocket expenses by reason of such settlement or judgment in accordance with and to the extent provided in the other provisions of this Section 7. Each Indemnified Person (by accepting the benefits hereof) agrees to, and shall, refund and return any and all amounts paid by you to such Indemnified Person if a court of competent jurisdiction determines in a final and non-appealable determination that the obligations of Applicant under this paragraph are unenforceable for any reason, Applicant shall make the maximum such Indemnified Person was not entitled to indemnification or contribution to the Costs permissible under applicable law. This Section 9.3(a) shall not apply rights with respect to Taxes other than any Taxes that represent losses or damages arising from any non-Tax claimsuch payment pursuant to this Section 7.

Indemnity; Expenses. (a) The Applicant Loan Documents will provide, in each case to the extent consistent with the Documentation Principles, that the Borrower shall indemnify indemnify, pay and hold harmless the Administrative Agent, the Issuing BankJoint Lead Arrangers, each Bankthe Letter of Credit Issuers, and the Lenders and their affiliates (and their respective affiliates and correspondents and each of their respective controlling persons, directors, officers, partners, employees, agents, advisors and agents other representatives (each such partycollectively, the “Related Parties”)) (each, an “Indemnified Person”) from and against any and all claimsloss, suitsclaim, judgmentsdamage, costsliability or expense incurred in respect of the DIP Facilities contemplated hereby or the use of proceeds thereof or the Transactions or any claim, losseslitigation, finesinvestigation or proceeding (a “Proceeding”) relating to any of the foregoing, penaltiesregardless of whether any Indemnified Person is a party thereto, damageswhether or not such Proceedings are brought by any Debtor, liabilitiesits equity holders, affiliates, creditors or any other person, and expenses, including expert witness fees and to reimburse each Indemnified Person promptly following written demand for any reasonable legal or other out-of-pocket expenses incurred in connection with investigating or defending any of the foregoing (except, in the case of any Indemnified Person, to the extent resulting (i) from the gross negligence, bad faith or willful misconduct of such Indemnified Person (or its Related Parties), in each case as determined in a final non-appealable judgment of a court of competent jurisdiction, (ii) from a dispute solely among Indemnified Persons other than any claims against any Indemnified Person in its capacity or in fulfilling its role as an Agent or Joint Lead Arranger or any similar role under the DIP Facilities and other than any claims arising out of any act or omission on the part of the Borrower or the other Debtors or (iii) from any material breach of the Loan Documents by such Indemnified Person (or its Related Parties), as determined in a final non-appealable judgment of a court of competent jurisdiction) and (b) the Borrower shall reimburse within 10 days of written demand (together with reasonably detailed supporting documentation) the Agent, the Lenders and the Joint Lead Arrangers for their reasonable and documented out-of-pocket expenses incurred in connection with the negotiation, documentation, syndication and administration of the DIP Facilities, any amendments or waivers with respect thereto, any Event of Default in respect of the DIP Facilities and any exercise of remedies in respect thereof (including reasonable and documented out-of-pocket prepetition and post-petition fees, charges and disbursements of any counsel (including inlegal counsel, financial advisors and third-house counsel fees party appraisers and allocated costs) for any Indemnified Person (“Costs”), arising out of, in connection with, or as a result of: (i) consultants advising the Letter of Credit or any pre-advice of its issuance; (ii) any transfer, sale, delivery, surrender, or endorsement of any Drawing Document at any time(s) held by any Indemnified Person Agent incurred in connection with the Letter Agent’s participation in the Cases, limited in the case of Credit; legal counsel to one primary counsel (and (i) appropriate local counsel in applicable foreign and local jurisdictions, but limited to one local counsel in each such jurisdiction, (ii) appropriate regulatory counsel and (iii) any action or proceeding arising out solely in the case of or a conflict of interest, one additional counsel in connection with the Letter of Credit, this Agreement or any Related Document (whether administrative, judicial or in connection with arbitration), including any action or proceeding to compel or restrain any presentation or payment under the Letter of Credit, or for the wrongful dishonor of or honoring a presentation under the Letter of Credit; (iv) any independent undertakings issued by the beneficiary of the Letter of Credit; (v) any unauthorized communication or instruction (whether oral, telephonic, written, telegraphic, facsimile or electronic) (each an “Instruction”) (x) received pursuant relevant jurisdiction to the express terms of the Letter of Credit or (y) any other Instruction regarding the Letter of Credit or error in computer transmission that the Indemnified Party reasonably believed to be authorizedaffected indemnified persons similarly situated)); (vi) an adviser, confirmer or other nominated person that was not authorized by the Issuing Bank seeking to be reimbursed, indemnified or compensated; (vii) any third party seeking to enforce the rights of an applicant, beneficiary, nominated person, transferee, assignee of proceeds of the Letter of Credit; (viii) the fraud, forgery or illegal action of parties other than the Indemnified Person; (ix) the enforcement against the Applicant of this Agreement or any rights or remedies under or in connection with this Agreement, a Related Document or the Letter of Credit; (x) the Administrative Agent’s or the Issuing Bank honoring any presentation upon or during the continuance of any Event of Default or for which the Applicant is unable or unwilling to make any payment to the Administrative Agent, the Issuing Bank or any Bank as required under this Agreement or any Related Document; (xi) the acts or omissions, whether rightful or wrongful, of any present or future de jure or de facto governmental or regulatory authority or cause or event beyond the control of such Indemnified Person; or (xii) the use of the proceeds of any LC Disbursement, in each case, including that resulting from the Administrative Agent’s, the Issuing Bank’s or such Indemnified Person’s own negligence, provided, however, that the Debtors shall promptly provide copies of invoices received on account of fees and expenses of the professionals retained as provided for in the DIP Documents to counsel to the Committee and the United States Trustee, and the Bankruptcy Court shall have exclusive jurisdiction over any objections raised to the invoiced amount of the fees and expenses proposed to be paid, which objections may only be raised within ten days after receipt thereof. In the event that within ten days from receipt of such indemnity invoices the Debtors, the United States Trustee or counsel to the Committee raise an objection to a particular invoice, and the parties are unable to resolve any dispute regarding the fees and expenses included in such invoice, the Bankruptcy Court shall hear and determine such dispute; provided, that payment of invoices shall not be available delayed based on any such objections and the relevant professional shall only be required to any Person claiming indemnification under (i) through (xii) above disgorge amounts objected to the extent that such Costs are found in upon being “so ordered” pursuant to a final, non-appealable judgment by a court of competent jurisdiction to have resulted directly from the gross negligence or willful misconduct final order of the Indemnified Person claiming indemnity. If and to the extent that the obligations of Applicant under this paragraph are unenforceable for any reason, Applicant shall make the maximum contribution to the Costs permissible under applicable law. This Section 9.3(a) shall not apply with respect to Taxes other than any Taxes that represent losses or damages arising from any non-Tax claimBankruptcy Court.

Indemnity; Expenses. (a) The Applicant Pledgor shall pay, and shall protect, indemnify and hold save harmless the Administrative AgentPledgee, the Issuing BankCo-Agents and the Banks and, each Bankin their capacity as such, their respective affiliates and correspondents and each of their respective the officers, directors, officersshareholders, controlling persons, employees, advisors agents, and agents (each such partyservants of the Pledgee, an “Indemnified Person”) any Co-Agent or any Bank from and against any and all claimsliabilities, losses, claim, damages, penalties, causes of action, suits, judgmentscosts and expenses (including, costs, losses, fines, penalties, damages, liabilities, without limitation reasonable attorneys' fees and expenses, including expert witness fees and reasonable legal fees, charges and disbursements ) or judgments of any counsel (including in-house counsel fees and allocated costs) for any Indemnified Person (“Costs”), nature arising out of, in connection with, or as a result of: from (i) the Letter offering and sale of, and payment or non-payment on, the Commercial Paper Notes or the issuance of Credit or any pre-advice of its issuance; (ii) any transfer, sale, delivery, surrender, or endorsement of any Drawing Document at any time(s) held by any Indemnified Person in connection with the Letter of Credit; (iii) any action or proceeding arising out of or in connection with the Letter of Credit, (ii) the default of the Pledgor or any other Credit Party or the Depository in the performance of its respective agreements, rights or obligations contained in this Agreement, the Depositary Agreement or any Related other Credit Document (whether administrative, judicial entered into by the Pledgor or such Credit Party or the Depositary in connection with arbitration)herewith or therewith, including (iii) any action actual or proceeding to compel proposed use of the proceeds of the Loans or restrain the Commercial Paper Notes or the Pledgor's or any presentation Credit Party's entering into and performing any Credit Document or payment under any Commercial Paper Documents, (iv) the Pledgee's, any Co-Agent's or any Banks' making, holding or administering the Loans, the Letter of Credit, the Credit Documents or for any of the wrongful dishonor Collateral pledged in connection with any Credit Document (provided that the right of or honoring a presentation payment and indemnification under the Letter of Credit; this clause (iv) shall not apply to any independent undertakings issued liabilities, losses, costs and expenses arising out of any successful action by the beneficiary Pledgor against the Pledgee, any Co-Agent or any Bank for a breach of its obligations hereof, but nothing in this proviso shall modify or impair the Letter of Credit; Pledgee's, any Co-Agent's or any Bank's rights under Section 11(b) hereof), (v) allegations of participation or interference by the Pledgee, any unauthorized communication Co-Agent or instruction (whether oralany Bank in the management, telephonic, written, telegraphic, facsimile contractual relations or electronic) (each an “Instruction”) (x) received pursuant to the express terms other affairs of the Letter of Credit or Pledgor (y) any other Instruction regarding the Letter of Credit or error in computer transmission provided that the Indemnified Party reasonably believed right of payment and indemnification under this clause (v) shall not apply to be authorized; any liabilities, losses, costs and expenses arising out of any successful action by the Pledgor against the Pledgee, any Co-Agent or any Bank for a breach of its obligations hereof, but nothing in this proviso shall modify or impair the Pledgee's, any Co-Agent's or any Bank's rights under Section 11(b) hereof), or (vi) an adviserallegations that the Pledgee, confirmer or other nominated person that was not authorized by the Issuing Bank seeking to be reimbursed, indemnified or compensated; (vii) any third party seeking to enforce the rights of an applicant, beneficiary, nominated person, transferee, assignee of proceeds of the Letter of Credit; (viii) the fraud, forgery or illegal action of parties other than the Indemnified Person; (ix) the enforcement against the Applicant of this Agreement or any rights or remedies under or in connection with this Agreement, a Related Document or the Letter of Credit; (x) the Administrative Agent’s or the Issuing Bank honoring any presentation upon or during the continuance of any Event of Default or for which the Applicant is unable or unwilling to make any payment to the Administrative Agent, the Issuing Bank Co-Agent or any Bank as required under this Agreement has joint liability with Pledgor for any reason; provided that the Pledgor will not be liable for such liabilities, losses, claims, damages, penalties, causes of action, suits, costs and expenses (including, without limitation, attorneys' fees and expenses) or judgments of any arising from any untrue statement of a material fact in the material relating to the Pledgee, any Co-Agent or any Related Document; (xi) Bank in any offering circular used in the acts or omissions, whether rightful or wrongful, of any present or future de jure or de facto governmental or regulatory authority or cause or event beyond the control of such Indemnified Person; or (xii) the use sale of the proceeds Commercial Paper Notes or omission of a material fact relating to the Pledgee, any LC DisbursementCo-Agent or any Bank required to be stated therein or necessary in order to make the statements therein relating to the Pledgee, any Co-Agent or any Bank in each casethe light of the circumstances under which they were made not misleading if, including that resulting from but only if, such material was specifically approved in writing by the Administrative Agent’sPledgee, the Issuing Bank’s such Co-Agent or such Indemnified Person’s own negligenceBank, providedas the case may be, however, prior to its inclusion in such offering circular; and further provided that such indemnity shall the Pledgor will not be available to liable for any Person claiming indemnification under (i) through (xii) above such liabilities, losses, claims, damages, penalties, causes or action, suits, costs and expenses or judgments to the extent that such Costs the same are found in a final, non-appealable judgment by a court the result of competent jurisdiction to have resulted directly from or arise out of the gross negligence or willful misconduct of the Indemnified Person claiming indemnityPledgee, any Co-Agent or any Bank or any of the officers, directors, shareholders, controlling persons, employees, agents and (of any of them) of the Pledgee, any Co-Agent or any Bank. If any action, suit or proceeding arising from any of the foregoing is brought against the Pledgee, any Co-Agent or any Bank or any other person indemnified pursuant to this Section, the Pledgor will, if requested in writing by the Pledgee, any Co-Agent or any Bank to do so, at its expense, resist and defend such action, suit or proceeding or cause the same to be resisted and defended by counsel designated by the Pledgor (which counsel shall be satisfactory to the extent that Pledgee, the Co-Agent involved and the Bank(s) involved). Each of the Pledgor's obligations of Applicant under this paragraph are unenforceable for any reason, Applicant shall make the maximum contribution to the Costs permissible under applicable law. This Section 9.3(a11(a) shall not apply survive the termination of this Agreement. 8.The Pledgor shall pay all reasonable out-of-pocket costs and expenses of the Pledgee incurred in connection with the administration of, the preservation of rights under, and enforcement of, and, after an Event of Default, the renegotiation or restructuring of this Agreement and any amendment, waiver or consent relating thereto (including, the reasonable fees and disbursements of counsel for the Pledgee). The Pledgor shall also pay and hold Pledgee harmless from and against any and all present and future stamp or documentary taxes or any other excise or property taxes, charges or similar levies which arise from any payment made hereunder or from the execution, delivery or registration of, or otherwise with respect to Taxes other than this Agreement and save the Pledgee harmless from and against any Taxes that represent losses and all liabilities with respect to or damages arising resulting from any non-Tax claimdelay or omission to pay any such taxes, charges or levies. 1.

Indemnity; Expenses. (a) The Applicant shall indemnify and hold harmless the Administrative Agent, the Issuing Bank, each Bank, their respective affiliates and correspondents and each of their respective directors, officers, employees, advisors and agents (each such party, an “Indemnified Person”) from and against any and all claims, suits, judgments, costs, losses, fines, penalties, damages, liabilities, and expenses, including expert witness fees and reasonable legal fees, charges and disbursements of any counsel (including in-house counsel fees and allocated costs) for any Indemnified Person (“Costs”), arising out of, in connection with, or as a result of: (i) the Letter of Credit or any pre-advice of its issuance; (ii) any transfer, sale, delivery, surrender, or endorsement of any Drawing Document at any time(s) held by any Indemnified Person in connection with the Letter of Credit; (iii) any action or proceeding arising out of or in connection with the Letter of Credit, this Agreement or any Related Document (whether administrative, judicial or in connection with arbitration), including any action or proceeding to compel or restrain any presentation or payment under the Letter of Credit, or for the wrongful dishonor of or honoring a presentation under the Letter of Credit; (iv) any independent undertakings issued by the beneficiary of the Letter of Credit; (v) any unauthorized communication or instruction (whether oral, telephonic, written, telegraphic, facsimile or electronic) (each an “Instruction”) (x) received pursuant to the express terms of the Letter of Credit or (y) any other Instruction regarding the Letter of Credit or error in computer transmission that the Indemnified Party reasonably believed to be authorized; (vi) an adviser, confirmer or other nominated person that was not authorized by the Issuing Bank seeking to be reimbursed, indemnified or compensated; (vii) any third party seeking to enforce the rights of an applicant, beneficiary, nominated person, transferee, assignee of proceeds of the Letter of Credit; (viii) the fraud, forgery or illegal action of parties other than the Indemnified Person; (ix) the enforcement against the Applicant of this Agreement or any rights or remedies under or in connection with this Agreement, a Related Document or the Letter of Credit; (x) the Administrative Agent’s or the Issuing Bank honoring any presentation upon or during the continuance of any Event of Default or for which the Applicant is unable or unwilling to make any payment to the Administrative Agent, the Issuing Bank or any Bank as required under this Agreement or any Related Document; (xi) the acts or omissions, whether rightful or wrongful, of any present or future de jure or de facto governmental or regulatory authority or cause or event beyond the control of such Indemnified Person; or (xii) the use of the proceeds of any LC Disbursement, in each case, including that resulting from the Administrative Agent’s, the Issuing Bank’s or such Indemnified Person’s own negligence, provided, however, that such indemnity shall not be available to any Person claiming indemnification under (i) through (xiix) above to the extent that such Costs are found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted directly from the gross negligence or willful misconduct of the Indemnified Person claiming indemnity. If and to the extent that the obligations of Applicant under this paragraph are unenforceable for any reason, Applicant shall make the maximum contribution to the Costs permissible under applicable law. This Section 9.3(a) shall not apply with respect to Taxes other than any Taxes that represent losses or damages arising from any non-Tax claim.

Indemnity; Expenses. (a) The Applicant Grantor shall indemnify and hold harmless the Administrative Agent, the Issuing Bank, each Bank, their respective affiliates and correspondents Collateral Agent and each of their respective directorsother Secured Creditor and each officer, officersdirector, employeesemployee, agents, advisors and agents Affiliates of the Collateral Agent and each other Secured Creditor (each such partyeach, an “Indemnified PersonIndemnitee”) from against, and against hold each of them harmless from, any and all claims, suits, judgments, costs, losses, fines, penalties, damages, liabilities, claims, damages and related expenses, including expert witness fees and the reasonable legal fees, charges and disbursements of any counsel (including in-house counsel fees and allocated costs) for any Indemnified Person (“Costs”)Indemnitee, which may be incurred by any Indemnitee, or asserted against any Indemnitee by the Grantor or any third person or entity, arising out of, in connection with, with or as a result of: of (i) the Letter execution or delivery of Credit any this Agreement or any pre-advice other agreement or instrument contemplated hereby, the performance by the parties hereto of its issuance; their respective obligations hereunder or the consummation of any of the transactions contemplated hereby, (ii) any transferactual or alleged presence or release of hazardous materials on or from any property owned by the Grantor or any Subsidiary or any Environmental Liability (as defined in the Credit Agreement) related in any way to the Grantor or any Subsidiary, sale, delivery, surrender, or endorsement of any Drawing Document at any time(s) held by any Indemnified Person in connection with the Letter of Credit; (iii) any action violation by the Grantor or proceeding arising out any Subsidiary of any applicable Environmental Law (as defined in the Credit Agreement), (iv) the breach of any environmental representation or warranty contained in connection with the Letter of Credit, this Credit Agreement or any Related other Loan Document (whether administrative, judicial or in connection with arbitration), including the Senior Note Agreement or any action or proceeding to compel or restrain any presentation or payment under the Letter of CreditTransaction Document, or for the wrongful dishonor of or honoring a presentation under the Letter of Credit; (iv) any independent undertakings issued by the beneficiary of the Letter of Credit; (v) any unauthorized communication actual or instruction (whether oralprospective claim, telephoniclitigation, written, telegraphic, facsimile investigation or electronic) (each an “Instruction”) (x) received pursuant proceeding relating to the express terms any of the Letter of Credit foregoing, whether brought by the Grantor or (y) any third person or entity and whether based on contract, tort, or any other Instruction regarding the Letter theory and regardless of Credit or error in computer transmission that the Indemnified Party reasonably believed to be authorizedwhether any Indemnitee is a party thereto; (vi) an adviser, confirmer or other nominated person that was not authorized by the Issuing Bank seeking to be reimbursed, indemnified or compensated; (vii) any third party seeking to enforce the rights of an applicant, beneficiary, nominated person, transferee, assignee of proceeds of the Letter of Credit; (viii) the fraud, forgery or illegal action of parties other than the Indemnified Person; (ix) the enforcement against the Applicant of this Agreement or any rights or remedies under or in connection with this Agreement, a Related Document or the Letter of Credit; (x) the Administrative Agent’s or the Issuing Bank honoring any presentation upon or during the continuance of any Event of Default or for which the Applicant is unable or unwilling to make any payment to the Administrative Agent, the Issuing Bank or any Bank as required under this Agreement or any Related Document; (xi) the acts or omissions, whether rightful or wrongful, of any present or future de jure or de facto governmental or regulatory authority or cause or event beyond the control of such Indemnified Person; or (xii) the use of the proceeds of any LC Disbursement, in each case, including that resulting from the Administrative Agent’s, the Issuing Bank’s or such Indemnified Person’s own negligence, provided, however, that such indemnity shall not not, as to any Indemnitee, be available to any Person claiming indemnification under (i) through (xii) above to the extent that such Costs losses, claims, damages, liabilities or related expenses (x) are found in a final, non-appealable judgment determined by a court of competent jurisdiction in a final and nonappealable judgment to have resulted directly from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Indemnified Person claiming indemnity. If Grantor against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Grantor has obtained a final and to the extent that the obligations nonappealable judgment in its favor on such claim as determined by a court of Applicant under this paragraph are unenforceable for any reason, Applicant shall make the maximum contribution to the Costs permissible under applicable law. This Section 9.3(a) shall not apply with respect to Taxes other than any Taxes that represent losses or damages arising from any non-Tax claimcompetent jurisdiction.

Indemnity; Expenses. (a) The Applicant shall indemnify Each Pledgor jointly and severally agrees to indemnify, reimburse and hold harmless the Administrative Collateral Agent, the Issuing Bankeach other Secured Creditor, each Bank, and their respective affiliates and correspondents and each of their respective directorssuccessors, assigns, employees, officers, employeesdirectors, advisors affiliates, agents and agents servants (each such partyhereinafter in this Section referred to individually as an "Indemnitee," and, an “Indemnified Person”collectively, as "Indemnitees") harmless from and against any and all liabilities, obligations, losses, damages, injuries, penalties, claims, demands, actions, suits, judgments, judgments and any and all costs, losses, fines, penalties, damages, liabilities, expenses or disbursements (including reasonable attorneys' fees and expenses) (for the purposes of this Section the foregoing are collectively called "expenses") of whatsoever kind and nature imposed on, including expert witness fees and reasonable legal feesasserted against or incurred by any of the Indemnitees in any way relating to or arising out of this Agreement, charges and disbursements any other Secured Debt Documents or any other document executed in connection herewith or therewith or in any other way connected with the administration of the transactions contemplated hereby or thereby or the enforcement of any counsel (including in-house counsel fees and allocated costs) for of the terms of, or the preservation of any Indemnified Person (“Costs”)rights under any thereof, or in any way relating to or arising out ofof the manufacture, in connection withownership, or as a result of: (i) the Letter of Credit or any pre-advice of its issuance; (ii) any transferordering, purchase, delivery, control, acceptance, lease, financing, possession, operation, condition, sale, delivery, surrenderreturn or other disposition, or endorsement use of any Drawing Document at any time(s) held by any Indemnified Person in connection with the Letter of Credit; Pledged Collateral (iii) any action including, without limitation, latent or proceeding arising out of other defects, whether or in connection with the Letter of Credit, this Agreement or any Related Document (whether administrative, judicial or in connection with arbitrationnot discoverable), including the violation by an Pledgor of the laws of any action country, state or proceeding to compel other governmental body or restrain unit, any presentation tort (including, without limitation, claims arising or payment imposed under the Letter doctrine of Creditstrict liability, or for the wrongful dishonor or on account of or honoring a presentation under the Letter of Credit; (iv) any independent undertakings issued by the beneficiary of the Letter of Credit; (v) any unauthorized communication or instruction (whether oral, telephonic, written, telegraphic, facsimile or electronic) (each an “Instruction”) (x) received pursuant injury to the express terms of the Letter of Credit or (y) any other Instruction regarding the Letter of Credit or error in computer transmission that the Indemnified Party reasonably believed to be authorized; (vi) an adviser, confirmer or other nominated person that was not authorized by the Issuing Bank seeking to be reimbursed, indemnified or compensated; (vii) any third party seeking to enforce the rights of an applicant, beneficiary, nominated person, transferee, assignee of proceeds of the Letter of Credit; (viii) the fraud, forgery or illegal action of parties other than the Indemnified Person; (ix) the enforcement against the Applicant of this Agreement or any rights or remedies under or in connection with this Agreement, a Related Document or the Letter of Credit; (x) the Administrative Agent’s or the Issuing Bank honoring any presentation upon or during the continuance death of any Event of Default Person (including any Indemnitee), or for which the Applicant is unable property damage), or unwilling to make any payment to the Administrative Agent, the Issuing Bank or any Bank as required under this Agreement or any Related Documentcontract claim; (xi) the acts or omissions, whether rightful or wrongful, of any present or future de jure or de facto governmental or regulatory authority or cause or event beyond the control of such Indemnified Person; or (xii) the use of the proceeds of any LC Disbursement, in each case, including that resulting from the Administrative Agent’s, the Issuing Bank’s or such Indemnified Person’s own negligence, provided, however, provided that such indemnity shall not not, as to any Indemnitee, be available to any Person claiming indemnification under (i) through (xii) above to the extent that such Costs losses, claims, damages, liabilities or related expenses (x) are found in a final, non-appealable judgment determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted directly from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by a Pledgor against an Indemnitee for material breach of such Indemnitee's obligations hereunder, if such Pledgor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Each Pledgor agrees that upon written notice by any Indemnitee of the Indemnified Person claiming indemnity. If and to assertion of such a liability, obligation, loss, damage, injury, penalty, claim, demand, action, suit or judgment, the extent that relevant Pledgor shall assume full responsibility for the obligations of Applicant under this paragraph are unenforceable for any reason, Applicant shall make the maximum contribution to the Costs permissible under applicable law. This Section 9.3(a) shall not apply with respect to Taxes other than any Taxes that represent losses or damages arising from any non-Tax claimdefense thereof.

Indemnity; Expenses. (a) The Applicant shall indemnify Each Grantor jointly and severally agrees to indemnify, reimburse and hold harmless the Administrative Agent, the Issuing Bank, Agent and each Bank, other Secured Party and their respective affiliates and correspondents and each of their respective directorssuccessors, assigns, employees, officers, employeesdirectors, advisors affiliates, agents and agents servants (each such party, hereinafter in this Section referred to individually as an “Indemnified PersonIndemnitee,” and, collectively, as “Indemnitees”) harmless from and against any and all liabilities, obligations, losses, damages, injuries, penalties, claims, demands, actions, suits, judgments, judgments and any and all reasonable costs, losses, fines, penalties, damages, liabilities, expenses or disbursements (including reasonable attorneys’ fees and expenses) of whatsoever kind and nature (collectively, including expert witness fees and reasonable legal fees“Losses”) imposed on, charges and disbursements asserted against or incurred by any of the Indemnitees in any way relating to or arising out of this Agreement, any other Loan Document or any other document executed in connection herewith or therewith or in any other way connected with the administration of the transactions contemplated hereby or thereby or the enforcement of any counsel (including in-house counsel fees and allocated costs) for of the terms of, or the preservation of any Indemnified Person (“Costs”)rights under any thereof, or in any way relating to or arising out ofof the manufacture, in connection withownership, or as a result of: (i) the Letter of Credit or any pre-advice of its issuance; (ii) any transferordering, purchase, delivery, control, acceptance, lease, financing, possession, operation, condition, sale, delivery, surrenderreturn or other disposition, or endorsement use of any Drawing Document at any time(s) held by any Indemnified Person in connection with the Letter of Credit; Collateral (iii) any action including, without limitation, latent or proceeding arising out of other defects, whether or in connection with the Letter of Credit, this Agreement or any Related Document (whether administrative, judicial or in connection with arbitrationnot discoverable), including the violation by any action Grantor of the laws of any country, state or proceeding to compel other governmental body or restrain unit, any presentation tort (including, without limitation, claims arising or payment imposed under the Letter doctrine of Creditstrict liability, or for the wrongful dishonor or on account of or honoring a presentation under the Letter of Credit; (iv) any independent undertakings issued by the beneficiary of the Letter of Credit; (v) any unauthorized communication or instruction (whether oral, telephonic, written, telegraphic, facsimile or electronic) (each an “Instruction”) (x) received pursuant injury to the express terms of the Letter of Credit or (y) any other Instruction regarding the Letter of Credit or error in computer transmission that the Indemnified Party reasonably believed to be authorized; (vi) an adviser, confirmer or other nominated person that was not authorized by the Issuing Bank seeking to be reimbursed, indemnified or compensated; (vii) any third party seeking to enforce the rights of an applicant, beneficiary, nominated person, transferee, assignee of proceeds of the Letter of Credit; (viii) the fraud, forgery or illegal action of parties other than the Indemnified Person; (ix) the enforcement against the Applicant of this Agreement or any rights or remedies under or in connection with this Agreement, a Related Document or the Letter of Credit; (x) the Administrative Agent’s or the Issuing Bank honoring any presentation upon or during the continuance death of any Event of Default Person (including any Indemnitee), or for which the Applicant is unable property damage), or unwilling to make any payment to the Administrative Agent, the Issuing Bank or any Bank as required under this Agreement or any Related Documentcontract claim; (xi) the acts or omissions, whether rightful or wrongful, of any present or future de jure or de facto governmental or regulatory authority or cause or event beyond the control of such Indemnified Person; or (xii) the use of the proceeds of any LC Disbursement, in each case, including that resulting from the Administrative Agent’s, the Issuing Bank’s or such Indemnified Person’s own negligence, provided, however, provided that such indemnity shall not not, as to any Indemnitee, be available to any Person claiming indemnification under (i) through (xii) above to the extent that such Costs Losses are found in a final, non-appealable judgment determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted directly from (x) the gross negligence or willful misconduct of such Indemnitee or (y) in the Indemnified Person claiming indemnity. If and to case of the extent that Administrative Agent or any other Secured Party, any unexcused breach by the Administrative Agent or such Lender of any of its obligations of Applicant under this paragraph are unenforceable Agreement or the Credit Agreement. Each Grantor agrees that upon written notice by any Indemnitee of the assertion of such a liability, obligation, loss, damage, injury, penalty, claim, demand, action, suit or judgment, such Grantor shall assume full responsibility for the defense thereof. Each Indemnitee agrees to promptly notify such Grantor of any reason, Applicant shall make the maximum contribution to the Costs permissible under applicable law. This Section 9.3(a) shall not apply with respect to Taxes other than any Taxes that represent losses or damages arising from any non-Tax claimsuch assertion of which such Indemnitee has knowledge.

Indemnity; Expenses. (a) The Applicant shall Each of the Credit Agent and the Note Agent agrees to indemnify and hold harmless the Administrative AgentShared Collateral Agent and its officers, the Issuing Bank, each Bank, their respective affiliates and correspondents and each of their respective directors, officers, employees, advisors agents and agents employees (each such partyan "Indemnitee") ratably according to the Pro Rata Share(s) held by the Lenders and the Senior Noteholders, an “Indemnified Person”) respectively, from and against any and all claimsliabilities, obligations, losses, damages, penalties, actions, judgments, suits, judgments, costs, losses, fines, penalties, damages, liabilities, and expenses, including expert witness fees and reasonable legal fees, charges and claims or disbursements ("Claims") of any counsel (including in-house counsel fees and allocated costs) for any Indemnified Person (“Costs”)kind or nature whatsoever that may be imposed on, arising out of, in connection withincurred by, or as a result of: asserted against the Indemnitee in any way relating directly or indirectly to or arising directly or indirectly (whether before or after termination of this Agreement) out of (i) the Letter of Credit this Agreement or any pre-advice of its issuance; the Shared Collateral Security Documents (including without limitation the negotiation, execution, and enforcement thereof), or any transaction contemplated thereby, (ii) any transfer, sale, delivery, surrender, action taken or endorsement omitted by the Indemnitee pursuant to this Agreement or any of any Drawing Document at any time(s) held by any Indemnified Person in connection with the Letter of Credit; Shared Collateral Security Documents or (iii) any action breach of any agreement or proceeding arising out instrument as a result of or in connection with the Letter of Credit, this Agreement or any Related Document (whether administrative, judicial or in connection with arbitration), including any action on taken or proceeding to compel or restrain any presentation or payment under the Letter of Credit, or for the wrongful dishonor of or honoring a presentation under the Letter of Credit; (iv) any independent undertakings issued omitted by the beneficiary Indemnitee hereunder or under any of the Letter of Credit; (v) any unauthorized communication or instruction (whether oral, telephonic, written, telegraphic, facsimile or electronic) (each an “Instruction”) (x) received pursuant to the express terms of the Letter of Credit or (y) any other Instruction regarding the Letter of Credit or error in computer transmission that the Indemnified Party reasonably believed to be authorized; (vi) an adviser, confirmer or other nominated person that was not authorized by the Issuing Bank seeking to be reimbursed, indemnified or compensated; (vii) any third party seeking to enforce the rights of an applicant, beneficiary, nominated person, transferee, assignee of proceeds of the Letter of Credit; (viii) the fraud, forgery or illegal action of parties other than the Indemnified Person; (ix) the enforcement against the Applicant of this Agreement or any rights or remedies under or in connection with this Agreement, a Related Document or the Letter of Credit; (x) the Administrative Agent’s or the Issuing Bank honoring any presentation upon or during the continuance of any Event of Default or for which the Applicant is unable or unwilling to make any payment to the Administrative Agent, the Issuing Bank or any Bank as required under this Agreement or any Related Document; (xi) the acts or omissions, whether rightful or wrongful, of any present or future de jure or de facto governmental or regulatory authority or cause or event beyond the control of such Indemnified Person; or (xii) the use of the proceeds of any LC Disbursement, in each case, including that resulting from the Administrative Agent’s, the Issuing Bank’s or such Indemnified Person’s own negligenceShared Collateral Security Documents, provided, however, that neither the Credit Agent nor the Note Agent shall be liable for any portion of such indemnity Claims found to result from the Indemnitee's gross negligence, willful misconduct or knowing violations of law (as may be determined by New York law), unless such breach has been waived by the Required Parties or the Required Parties shall not have instructed the Shared Collateral Agent to take an action which violates applicable law. The Pro Rata Shares of the Lenders and the Senior Noteholders for purposes of this Section 5.4(a) shall be available to any Person claiming indemnification under determined (i) through (xii) above to in the extent that such Costs are found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted directly from case the gross negligence or willful misconduct of the Indemnified Person claiming indemnity. If and to the extent that the obligations of Applicant under this paragraph are unenforceable for Shared Collateral Agent has taken any reason, Applicant shall make the maximum contribution to the Costs permissible under applicable law. This Section 9.3(a) shall not apply Remedial Action with respect to Taxes other than the Shared Collateral, at the time of the commencement of such Remedial Action and (ii) in the case the Shared Collateral Agent has not taken any Taxes that represent losses or damages arising from any non-Tax claimsuch Remedial Action, as of the date such Claim commenced to be incurred, in each case, as determined by the Shared Collateral Agent in good faith.

Indemnity; Expenses. (a) The Applicant Subject to clause (b) below, Cyprus Amax shall indemnify and hold harmless the Administrative Agent, the Issuing Bank, each Bank, their respective affiliates and correspondents Amax Gold and each of its subsidiaries, together with their respective and former directors, officers, employees, advisors officers and agents employees (each such partyeach, an “"Indemnified Person”) from and against any and all claims, suits, judgments, costs, losses, fines, penalties, damages, liabilities, and expenses, including expert witness fees and reasonable legal fees, charges and disbursements of any counsel (including in-house counsel fees and allocated costs) for any Indemnified Person (“Costs”Party"), arising out offrom any cost, in connection withexpense, liability, loss, penalty or tax incurred as a result of: of (i) the execution and delivery of this Agreement, the Nominee Agreement, the Recognition of Debt or the Letter of Credit or any pre-advice of its issuance; Agreement, (ii) any transferthe performance of this Agreement, salethe Nominee Agreement, deliverythe Recognition of Debt or the Letter Agreement, surrender(iii) the procurement or retention of the Tax Refund, or endorsement (iv) any claim made against Guanaco for any amounts purporting to be due and owing under the Recognition of Debt in excess of the amount of any Drawing Document at Tax Refund actually received by Guanaco, provided that this clause (a) shall not apply to any time(scost, expense, liability, loss, penalty or tax (A) held in respect of U.S. income taxes, (B) in respect of any claim by ENAMI arising out of its lease of property and mineral rights to Guanaco, (C) incurred as a result of the indemnity obligations of GMC under the Nominee Agreement or (D) arising out of the breach of this Agreement, this Nominee Agreement, the Recognition of Debt or the Letter Agreement by any Indemnified Person Party. Without limiting the generality of the foregoing, the obligation of Cyprus Amax to indemnify and hold harmless under this Section 2(a) shall include the obligation to indemnify against any Chilean or other non-United States withholding or other taxes incurred in connection with the Letter of Credit; (iii) any action or proceeding arising out of or in connection with the Letter of Credit, this Agreement or any Related Document (whether administrative, judicial or in connection with arbitration), including any action or proceeding to compel or restrain any presentation or payment under the Letter of Credit, or for the wrongful dishonor of or honoring a presentation under the Letter of Credit; (iv) any independent undertakings issued by the beneficiary consummation of the Letter of Credit; (v) any unauthorized communication or instruction (whether oralShare Subscription, telephonic, written, telegraphic, facsimile or electronic) (each an “Instruction”) (x) received pursuant to the express terms procurement by Guanaco of the Letter of Credit or (y) any other Instruction regarding Tax Refund, the Letter of Credit or error in computer transmission that the Indemnified Party reasonably believed to be authorized; (vi) an adviser, confirmer or other nominated person that was not authorized by the Issuing Bank seeking to be reimbursed, indemnified or compensated; (vii) any third party seeking to enforce the rights of an applicant, beneficiary, nominated person, transferee, assignee of proceeds extension of the Letter MCCL loan, the payment US$59 million of Credit; (viii) the fraudprincipal and interest due on intercompany notes from Guanaco to GMC, forgery or illegal action of parties other than the Indemnified Person; (ix) the enforcement against the Applicant of this Agreement or any rights or remedies under or in connection with this Agreement, a Related Document the Nominee Agreement, the Recognition of Debt or the Letter of Credit; Agreement (x) the Administrative Agent’s or the Issuing Bank honoring any presentation upon or during the continuance of any Event of Default or for which the Applicant is unable or unwilling to make any payment to the Administrative Agent, the Issuing Bank or any Bank as required under this Agreement other agreement related hereto or any Related Document; (xi) the acts or omissions, whether rightful or wrongful, of any present or future de jure or de facto governmental or regulatory authority or cause or event beyond the control of such Indemnified Person; or (xii) the use of the proceeds of any LC Disbursement, in each case, including that resulting from the Administrative Agent’s, the Issuing Bank’s or such Indemnified Person’s own negligence, provided, however, that such indemnity shall not be available to any Person claiming indemnification under (i) through (xii) above to the extent that such Costs are found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted directly from the gross negligence or willful misconduct of the Indemnified Person claiming indemnity. If and to the extent that the obligations of Applicant under this paragraph are unenforceable for any reason, Applicant shall make the maximum contribution to the Costs permissible under applicable law. This Section 9.3(a) shall not apply with respect to Taxes other than any Taxes that represent losses or damages arising from any non-Tax claimthereto).

Indemnity; Expenses. (a) The Applicant Loan Documents will provide, in each case to the extent consistent with the Documentation Principles, that the Borrower shall indemnify indemnify, pay and hold harmless the Administrative Agent, the Issuing BankJoint Lead Arrangers, each Bank, and the Lenders and their affiliates (and their respective affiliates and correspondents and each of their respective controlling persons, directors, officers, partners, employees, agents, advisors and agents other representatives (each such partycollectively the “Related Parties”)) (each, an “Indemnified Person”) from and against any and all claimsloss, suitsclaim, judgmentsdamage, costsliability, lossesor expense incurred in respect of the DIP Facility contemplated hereby or the use of proceeds thereof or the Transactions or any claim, fineslitigation, penaltiesinvestigation or proceeding (a “Proceeding”) relating to any of the foregoing, damagesregardless of whether any Indemnified Person is a party thereto, liabilitieswhether or not such Proceedings are brought by any Debtor, its equity holders, affiliates, creditors or any other person, and expenses, including expert witness fees and to reimburse each Indemnified Person promptly following written demand for any reasonable legal or other out-of-pocket expenses incurred in connection with investigating or defending any of the foregoing (except, in the case of any Indemnified Person, to the extent resulting (i) from the gross negligence, bad faith or willful misconduct of such Indemnified Person (or its Related Parties), in each case as determined in a final non-appealable judgment of a court of competent jurisdiction, (ii) from a dispute solely among Indemnified Persons other than any claims against any Indemnified Person in its capacity or in fulfilling its role as an Agent or Joint Lead Arranger or any similar role under the DIP Facility and other than any claims arising out of any act or omission on the part of the Borrower or the other Debtors or (iii) from any material breach of the Loan Documents by such Indemnified Person (or its Related Parties), as determined in a final non-appealable judgment of a court of competent jurisdiction) and (b) the Borrower shall reimburse within 10 days of written demand (together with reasonably detailed supporting documentation) the Agent, the Lenders and the Joint Lead Arrangers for their reasonable and documented out-of-pocket expenses incurred in connection with the negotiation, documentation, syndication and administration of the DIP Facility, any amendments or waivers with respect thereto, any Event of Default in respect of the DIP Facility and any exercise of remedies in respect thereof (including reasonable and documented out-of-pocket prepetition and post-petition fees, charges and disbursements of any counsel (including inlegal counsel, financial advisors and third-house counsel fees party appraisers and allocated costs) for any Indemnified Person (“Costs”), arising out of, in connection with, or as a result of: (i) consultants advising the Letter of Credit or any pre-advice of its issuance; (ii) any transfer, sale, delivery, surrender, or endorsement of any Drawing Document at any time(s) held by any Indemnified Person Agent incurred in connection with the Letter Agent’s participation in the Cases, limited in the case of Credit; legal counsel to one primary counsel (and (i) appropriate local counsel in applicable foreign and local jurisdictions, but limited to one local counsel in each such jurisdiction, (ii) appropriate regulatory counsel and (iii) any action or proceeding arising out solely in the case of or a conflict of interest, one additional counsel in connection with the Letter of Credit, this Agreement or any Related Document (whether administrative, judicial or in connection with arbitration), including any action or proceeding to compel or restrain any presentation or payment under the Letter of Credit, or for the wrongful dishonor of or honoring a presentation under the Letter of Credit; (iv) any independent undertakings issued by the beneficiary of the Letter of Credit; (v) any unauthorized communication or instruction (whether oral, telephonic, written, telegraphic, facsimile or electronic) (each an “Instruction”) (x) received pursuant relevant jurisdiction to the express terms of the Letter of Credit or (y) any other Instruction regarding the Letter of Credit or error in computer transmission that the Indemnified Party reasonably believed to be authorizedaffected indemnified persons similarly situated)); (vi) an adviser, confirmer or other nominated person that was not authorized by the Issuing Bank seeking to be reimbursed, indemnified or compensated; (vii) any third party seeking to enforce the rights of an applicant, beneficiary, nominated person, transferee, assignee of proceeds of the Letter of Credit; (viii) the fraud, forgery or illegal action of parties other than the Indemnified Person; (ix) the enforcement against the Applicant of this Agreement or any rights or remedies under or in connection with this Agreement, a Related Document or the Letter of Credit; (x) the Administrative Agent’s or the Issuing Bank honoring any presentation upon or during the continuance of any Event of Default or for which the Applicant is unable or unwilling to make any payment to the Administrative Agent, the Issuing Bank or any Bank as required under this Agreement or any Related Document; (xi) the acts or omissions, whether rightful or wrongful, of any present or future de jure or de facto governmental or regulatory authority or cause or event beyond the control of such Indemnified Person; or (xii) the use of the proceeds of any LC Disbursement, in each case, including that resulting from the Administrative Agent’s, the Issuing Bank’s or such Indemnified Person’s own negligence, provided, however, that the Debtors shall promptly provide copies of invoices received on account of fees and expenses of the professionals retained as provided for in the DIP Documents to counsel to the Committee and the United States Trustee, and the Bankruptcy Court shall have exclusive jurisdiction over any objections raised to the invoiced amount of the fees and expenses proposed to be paid, which objections may only be raised within ten days after receipt thereof. In the event that within ten days from receipt of such indemnity invoices the Debtors, the United States Trustee or counsel to the Committee raise an objection to a particular invoice, and the parties are unable to resolve any dispute regarding the fees and expenses included in such invoice, the Bankruptcy Court shall hear and determine such dispute; provided, that payment of invoices shall not be available delayed based on any such objections and the relevant professional shall only be required to any Person claiming indemnification under (i) through (xii) above disgorge amounts objected to the extent that such Costs are found in upon being “so ordered” pursuant to a final, non-appealable judgment by a court of competent jurisdiction to have resulted directly from the gross negligence or willful misconduct final order of the Indemnified Person claiming indemnity. If and to the extent that the obligations of Applicant under this paragraph are unenforceable for any reason, Applicant shall make the maximum contribution to the Costs permissible under applicable law. This Section 9.3(a) shall not apply with respect to Taxes other than any Taxes that represent losses or damages arising from any non-Tax claimBankruptcy Court.

Indemnity; Expenses. (a) The Applicant shall indemnify Each Grantor jointly and severally agrees to indemnify, reimburse and hold harmless the Administrative Collateral Agent, the Issuing Bankeach other Secured Creditor, each Bank, and their respective affiliates and correspondents and each of their respective directorssuccessors, assigns, employees, officers, employeesdirectors, advisors affiliates, agents and agents servants (each such partyhereinafter in this Section referred to individually as an "Indemnitee," and, an “Indemnified Person”collectively, as "Indemnitees") harmless from and against any and all liabilities, obligations, losses, damages, injuries, penalties, claims, demands, actions, suits, judgments, judgments and any and all costs, losses, fines, penalties, damages, liabilities, expenses or disbursements (including reasonable attorneys' fees and expenses) (for the purposes of this Section the foregoing are collectively called "expenses") of whatsoever kind and nature imposed on, including expert witness fees and reasonable legal feesasserted against or incurred by any of the Indemnitees in any way relating to or arising out of this Agreement, charges and disbursements any other Secured Debt Documents or any other document executed in connection herewith or therewith or in any other way connected with the administration of the transactions contemplated hereby or thereby or the enforcement of any counsel (including in-house counsel fees and allocated costs) for of the terms of, or the preservation of any Indemnified Person (“Costs”)rights under any thereof, or in any way relating to or arising out ofof the manufacture, in connection withownership, or as a result of: (i) the Letter of Credit or any pre-advice of its issuance; (ii) any transferordering, purchase, delivery, control, acceptance, lease, financing, possession, operation, condition, sale, delivery, surrenderreturn or other disposition, or endorsement use of any Drawing Document at any time(s) held by any Indemnified Person in connection with the Letter of Credit; Collateral (iii) any action including, without limitation, latent or proceeding arising out of other defects, whether or in connection with the Letter of Credit, this Agreement or any Related Document (whether administrative, judicial or in connection with arbitrationnot discoverable), including the violation by a Grantor of the laws of any action country, state or proceeding to compel other governmental body or restrain unit, any presentation tort (including, without limitation, claims arising or payment imposed under the Letter doctrine of Creditstrict liability, or for the wrongful dishonor or on account of or honoring a presentation under the Letter of Credit; (iv) any independent undertakings issued by the beneficiary of the Letter of Credit; (v) any unauthorized communication or instruction (whether oral, telephonic, written, telegraphic, facsimile or electronic) (each an “Instruction”) (x) received pursuant injury to the express terms of the Letter of Credit or (y) any other Instruction regarding the Letter of Credit or error in computer transmission that the Indemnified Party reasonably believed to be authorized; (vi) an adviser, confirmer or other nominated person that was not authorized by the Issuing Bank seeking to be reimbursed, indemnified or compensated; (vii) any third party seeking to enforce the rights of an applicant, beneficiary, nominated person, transferee, assignee of proceeds of the Letter of Credit; (viii) the fraud, forgery or illegal action of parties other than the Indemnified Person; (ix) the enforcement against the Applicant of this Agreement or any rights or remedies under or in connection with this Agreement, a Related Document or the Letter of Credit; (x) the Administrative Agent’s or the Issuing Bank honoring any presentation upon or during the continuance death of any Event of Default Person (including any Indemnitee), or for which the Applicant is unable property damage), or unwilling to make any payment to the Administrative Agent, the Issuing Bank or any Bank as required under this Agreement or any Related Documentcontract claim; (xi) the acts or omissions, whether rightful or wrongful, of any present or future de jure or de facto governmental or regulatory authority or cause or event beyond the control of such Indemnified Person; or (xii) the use of the proceeds of any LC Disbursement, in each case, including that resulting from the Administrative Agent’s, the Issuing Bank’s or such Indemnified Person’s own negligence, provided, however, provided that such indemnity shall not not, as to any Indemnitee, be available to any Person claiming indemnification under (i) through (xii) above to the extent that such Costs losses, claims, damages, liabilities or related expenses (x) are found in a final, non-appealable judgment determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted directly from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by a Grantor against an Indemnitee for a material breach of such Indemnitee's obligations hereunder, if such Grantor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Each Grantor agrees that upon written notice by any Indemnitee of the Indemnified Person claiming indemnityassertion of such a liability, obligation, loss, damage, injury, penalty, claim, demand, action, suit or judgment, the relevant Grantor shall assume full responsibility for the defense thereof. If and Each Indemnitee agrees to use its commercially reasonable efforts to promptly notify the extent that the obligations relevant Grantor of Applicant under this paragraph are unenforceable for any reason, Applicant shall make the maximum contribution to the Costs permissible under applicable law. This Section 9.3(a) shall not apply with respect to Taxes other than any Taxes that represent losses or damages arising from any non-Tax claimsuch assertion of which such Indemnitee has knowledge.

Indemnity; Expenses. (a1) The Applicant shall indemnify Debtor agrees to indemnify, reimburse and hold harmless the Administrative AgentSecured Party and the Lenders, the Issuing Bank, each Bank, and their respective affiliates and correspondents and each of their respective directorssuccessors, assigns, employees, officers, employeesdirectors, advisors affiliates, agents and agents servants (each such partyhereinafter in this Section referred to individually as an "Indemnitee," and, an “Indemnified Person”collectively, as "Indemnitees") harmless from and against any and all liabilities, obligations, losses, damages, injuries, penalties, claims, demands, actions, suits, judgments, judgments and any and all costs, losses, fines, penalties, damages, liabilities, expenses or disbursements (including reasonable attorneys' fees and expenses) (for the purposes of this Section the foregoing are collectively called "expenses") of whatsoever kind and nature imposed on, including expert witness fees and reasonable legal feesasserted against or incurred by any of the Indemnitees in any way relating to or arising out of this Agreement, charges and disbursements any other Loan Documents or any other document executed in connection herewith or therewith or in any other way connected with the administration of the transactions contemplated hereby or thereby or the enforcement of any counsel (including in-house counsel fees and allocated costs) for of the terms of, or the preservation of any Indemnified Person (“Costs”)rights under any thereof, or in any way relating to or arising out ofof the manufacture, in connection withownership, or as a result of: (i) the Letter of Credit or any pre-advice of its issuance; (ii) any transferordering, purchase, delivery, control, acceptance, lease, financing, possession, operation, condition, sale, delivery, surrenderreturn or other disposition, or endorsement use of any Drawing Document at any time(s) held by any Indemnified Person in connection with the Letter of Credit; Collateral (iii) any action including, without limitation, latent or proceeding arising out of other defects, whether or in connection with the Letter of Credit, this Agreement or any Related Document (whether administrative, judicial or in connection with arbitrationnot discoverable), including the violation by the Debtor of the laws of any action country, state or proceeding to compel other governmental body or restrain unit, any presentation tort (including, without limitation, claims arising or payment imposed under the Letter doctrine of Creditstrict liability, or for the wrongful dishonor or on account of or honoring a presentation under the Letter of Credit; (iv) any independent undertakings issued by the beneficiary of the Letter of Credit; (v) any unauthorized communication or instruction (whether oral, telephonic, written, telegraphic, facsimile or electronic) (each an “Instruction”) (x) received pursuant injury to the express terms of the Letter of Credit or (y) any other Instruction regarding the Letter of Credit or error in computer transmission that the Indemnified Party reasonably believed to be authorized; (vi) an adviser, confirmer or other nominated person that was not authorized by the Issuing Bank seeking to be reimbursed, indemnified or compensated; (vii) any third party seeking to enforce the rights of an applicant, beneficiary, nominated person, transferee, assignee of proceeds of the Letter of Credit; (viii) the fraud, forgery or illegal action of parties other than the Indemnified Person; (ix) the enforcement against the Applicant of this Agreement or any rights or remedies under or in connection with this Agreement, a Related Document or the Letter of Credit; (x) the Administrative Agent’s or the Issuing Bank honoring any presentation upon or during the continuance death of any Event of Default Person (including any Indemnitee), or for which the Applicant is unable property damage), or unwilling to make any payment to the Administrative Agent, the Issuing Bank or any Bank as required under this Agreement or any Related Documentcontract claim; (xi) the acts or omissions, whether rightful or wrongful, of any present or future de jure or de facto governmental or regulatory authority or cause or event beyond the control of such Indemnified Person; or (xii) the use of the proceeds of any LC Disbursement, in each case, including that resulting from the Administrative Agent’s, the Issuing Bank’s or such Indemnified Person’s own negligence, provided, however, provided that such indemnity shall not not, as to any Indemnitee, be available to any Person claiming indemnification under (i) through (xii) above to the extent that such Costs losses, claims, damages, liabilities or related expenses (i) are found in a final, non-appealable judgment determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted directly from the gross negligence or willful wilful misconduct of such Indemnitee or (ii) result from a claim brought by the Indemnified Person claiming indemnityDebtor against an Indemnitee for a material breach of such Indemnitee's obligations hereunder, if the Debtor has obtained a final and nonappealable judgment in its favour on such claim as determined by a court of competent jurisdiction. If and The Debtor agrees that upon written notice by any Indemnitee of the assertion of such a liability, obligation, loss, damage, injury, penalty, claim, demand, action, suit or judgment, the Debtor shall assume full responsibility for the defense thereof. Each Indemnitee agrees to use its commercially reasonable efforts to promptly notify the extent that the obligations Debtor of Applicant under this paragraph are unenforceable for any reason, Applicant shall make the maximum contribution to the Costs permissible under applicable law. This Section 9.3(a) shall not apply with respect to Taxes other than any Taxes that represent losses or damages arising from any non-Tax claimsuch assertion of which such Indemnitee has knowledge.

Indemnity; Expenses. (a) The Applicant SCI shall pay, and shall protect, indemnify and hold save harmless the Administrative AgentCITIBANK, the Issuing BankCo-Agents and the Banks and, each Bankin their capacity as such, their respective affiliates and correspondents and each of their respective the officers, directors, officersshareholders, controlling persons, employees, advisors agents, and agents (each such partyservants of CITIBANK, an “Indemnified Person”) any Co-Agent or any Bank from and against any and all claimsliabilities, losses, claim, damages, penalties, causes of action, suits, judgmentscosts and expenses (including, costs, losses, fines, penalties, damages, liabilities, without limitation reasonable attorneys' fees and expenses, including expert witness fees and reasonable legal fees, charges and disbursements ) or judgments of any counsel (including in-house counsel fees and allocated costs) for any Indemnified Person (“Costs”), nature arising out of, in connection with, or as a result of: from (i) the Letter offering and sale of, and payment or non-payment on, the Commercial Paper Notes or the issuance of Credit or any pre-advice of its issuance; (ii) any transfer, sale, delivery, surrender, or endorsement of any Drawing Document at any time(s) held by any Indemnified Person in connection with the Letter of Credit; (iii) any action or proceeding arising out of or in connection with the Letter of Credit, (ii) the default of SCI or any other Credit Party or the Depository in the performance of its respective agreements, rights or obligations contained in this Agreement, the Depositary Agreement or any Related other Credit Document (whether administrative, judicial entered into by SCI or such Credit Party or the Depositary in connection with arbitration)herewith or therewith, including (iii) any action actual or proceeding to compel proposed use of the proceeds of the Loans or restrain the Commercial Paper Notes or SCI's or any presentation Credit Party's entering into and performing any Credit Document or payment under any Commercial Paper Documents, (iv) CITIBANK's, any Co-Agent's or any Banks' making, holding or administering the Loans, the Letter of Credit, the Credit Documents or for any of the wrongful dishonor Collateral pledged in connection with any Credit Document (provided that the right of or honoring a presentation payment and indemnification under the Letter of Credit; this clause (iv) shall not apply to any independent undertakings issued liabilities, losses, costs and expenses arising out of any successful action by the beneficiary SCI against CITIBANK, any Co-Agent or any Bank for a breach of the Letter of Credit; its obligations hereof, but nothing in this proviso shall modify or impair CITIBANK's, any Co-Agent's or any Bank's rights under Section 11(b) hereof), (v) allegations of participation or interference by CITIBANK, any unauthorized communication Co-Agent or instruction any Bank in the management, contractual relations or other affairs of SCI (whether oral, telephonic, written, telegraphic, facsimile or electronic) (each an “Instruction”) (x) received pursuant to the express terms of the Letter of Credit or (y) any other Instruction regarding the Letter of Credit or error in computer transmission provided that the Indemnified Party reasonably believed right of payment and indemnification under this clause (v) shall not apply to be authorized; any liabilities, losses, costs and expenses arising out of any successful action by SCI against CITIBANK, any Co-Agent or any Bank for a breach of its obligations hereof, but nothing in this proviso shall modify or impair CITIBANK's, any Co-Agent's or any Bank's rights under Section 11(b) hereof), or (vi) an adviserallegations that CITIBANK, confirmer or other nominated person that was not authorized by the Issuing Bank seeking to be reimbursed, indemnified or compensated; (vii) any third party seeking to enforce the rights of an applicant, beneficiary, nominated person, transferee, assignee of proceeds of the Letter of Credit; (viii) the fraud, forgery or illegal action of parties other than the Indemnified Person; (ix) the enforcement against the Applicant of this Agreement or any rights or remedies under or in connection with this Agreement, a Related Document or the Letter of Credit; (x) the Administrative Agent’s or the Issuing Bank honoring any presentation upon or during the continuance of any Event of Default or for which the Applicant is unable or unwilling to make any payment to the Administrative Agent, the Issuing Bank Co-Agent or any Bank as required under this Agreement has joint liability with SCI for any reason; provided that SCI will not be liable for such liabilities, losses, claims, damages, penalties, causes of action, suits, costs and expenses (including, without limitation, attorneys' fees and expenses) or judgments of any arising from any untrue statement of a material fact in the material relating to CITIBANK, any Co-Agent or any Related Document; (xi) Bank in any offering circular used in the acts or omissions, whether rightful or wrongful, of any present or future de jure or de facto governmental or regulatory authority or cause or event beyond the control of such Indemnified Person; or (xii) the use sale of the proceeds Commercial Paper Notes or omission of a material fact relating to CITIBANK, any LC DisbursementCo-Agent or any Bank required to be stated therein or necessary in order to make the statements therein relating to CITIBANK, any Co-Agent or any Bank in each casethe light of the circumstances under which they were made not misleading if, including that resulting from the Administrative Agent’sbut only if, the Issuing Bank’s such material was specifically approved in writing by CITIBANK, such Co-Agent or such Indemnified Person’s own negligenceBank, providedas the case may be, however, prior to its inclusion in such offering circular; and further provided that such indemnity shall SCI will not be available to liable for any Person claiming indemnification under (i) through (xii) above such liabilities, losses, claims, damages, penalties, causes or action, suits, costs and expenses or judgments to the extent that such Costs the same are found in a final, non-appealable judgment by a court the result of competent jurisdiction to have resulted directly from or arise out of the gross negligence or willful misconduct of CITIBANK, any Co-Agent or any Bank or any of the Indemnified Person claiming indemnityofficers, directors, shareholders, controlling persons, employees, agents and (of any of them) of CITIBANK, any Co-Agent or any Bank. If any action, suit or proceeding arising from any of the foregoing is brought against CITIBANK, any Co-Agent or any Bank or any other person indemnified pursuant to this Section, SCI will, if requested in writing by CITIBANK, any Co-Agent or any Bank to do so, at its expense, resist and defend such action, suit or proceeding or cause the same to be resisted and defended by counsel designated by SCI (which counsel shall be satisfactory to CITIBANK, the extent that Co-Agent involved and the Bank(s) involved). Each of SCI's obligations of Applicant under this paragraph are unenforceable for any reason, Applicant shall make the maximum contribution to the Costs permissible under applicable law. This Section 9.3(a11(a) shall not apply survive the termination of this Agreement. 1.(b)SCI shall pay all reasonable out-of-pocket costs and expenses of CITIBANK incurred in connection with the administration of, the preservation of rights under, and enforcement of, and, after an Event of Default, the re-negotiation or restructuring of this Agreement and any amendment, waiver or consent relating thereto (including, the reasonable fees and disbursements of counsel for CITIBANK). SCI shall also pay and hold CITIBANK harmless from and against any and all present and future stamp or documentary taxes or any other excise or property taxes, charges or similar levies which arise from any payment made hereunder or from the execution, delivery or registration of, or otherwise with respect to Taxes other than this Agreement and save CITIBANK harmless from and against any Taxes that represent losses and all liabilities with respect to or damages arising resulting from any non-Tax claimdelay or omission to pay any such taxes, charges or levies. 11.

Indemnity; Expenses. (a) The Applicant SCI shall pay, and shall protect, indemnify and hold save harmless the Administrative AgentCITIBANK, the Issuing BankCo-Agents and the Banks and, each Bankin their capacity as such, their respective affiliates and correspondents and each of their respective the officers, directors, officersshareholders, controlling persons, employees, advisors agents, and agents (each such partyservants of CITIBANK, an “Indemnified Person”) any Co-Agent or any Bank from and against any and all claimsliabilities, losses, claim, damages, penalties, causes of action, suits, judgmentscosts and expenses (including, costs, losses, fines, penalties, damages, liabilities, without limitation reasonable attorneys' fees and expenses, including expert witness fees and reasonable legal fees, charges and disbursements ) or judgments of any counsel (including in-house counsel fees and allocated costs) for any Indemnified Person (“Costs”), nature arising out of, in connection with, or as a result of: from (i) the Letter offering and sale of, and payment or non-payment on, the Commercial Paper Notes or the issuance of Credit or any pre-advice of its issuance; (ii) any transfer, sale, delivery, surrender, or endorsement of any Drawing Document at any time(s) held by any Indemnified Person in connection with the Letter of Credit; (iii) any action or proceeding arising out of or in connection with the Letter of Credit, (ii) the default of SCI or any other Credit Party or the Depository in the performance of its respective agreements, rights or obligations contained in this Agreement, the Depositary Agreement or any Related other Credit Document (whether administrative, judicial entered into by SCI or such Credit Party or the Depositary in connection with arbitration)herewith or therewith, including (iii) any action actual or proceeding to compel proposed use of the proceeds of the Loans or restrain the Commercial Paper Notes or SCI's or any presentation Credit Party's entering into and performing any Credit Document or payment under any Commercial Paper Documents, (iv) CITIBANK's, any Co-Agent's or any Banks' making, holding or administering the Loans, the Letter of Credit, the Credit Documents or for any of the wrongful dishonor Collateral pledged in connection with any Credit Document (provided that the right of or honoring a presentation payment and indemnification under the Letter of Credit; this clause (iv) shall not apply to any independent undertakings issued liabilities, losses, costs and expenses arising out of any successful action by the beneficiary SCI against CITIBANK, any Co-Agent or any Bank for a breach of the Letter of Credit; its obligations hereof, but nothing in this proviso shall modify or impair CITIBANK's, any Co-Agent's or any Bank's rights under Section 11(b) hereof), (v) allegations of participation or interference by CITIBANK, any unauthorized communication Co-Agent or instruction any Bank in the management, contractual relations or other affairs of SCI (whether oral, telephonic, written, telegraphic, facsimile or electronic) (each an “Instruction”) (x) received pursuant to the express terms of the Letter of Credit or (y) any other Instruction regarding the Letter of Credit or error in computer transmission provided that the Indemnified Party reasonably believed right of payment and indemnification under this clause (v) shall not apply to be authorized; any liabilities, losses, costs and expenses arising out of any successful action by SCI against CITIBANK, any Co-Agent or any Bank for a breach of its obligations hereof, but nothing in this proviso shall modify or impair CITIBANK's, any Co-Agent's or any Bank's rights under Section 11(b) hereof), or (vi) an adviserallegations that CITIBANK, confirmer or other nominated person that was not authorized by the Issuing Bank seeking to be reimbursed, indemnified or compensated; (vii) any third party seeking to enforce the rights of an applicant, beneficiary, nominated person, transferee, assignee of proceeds of the Letter of Credit; (viii) the fraud, forgery or illegal action of parties other than the Indemnified Person; (ix) the enforcement against the Applicant of this Agreement or any rights or remedies under or in connection with this Agreement, a Related Document or the Letter of Credit; (x) the Administrative Agent’s or the Issuing Bank honoring any presentation upon or during the continuance of any Event of Default or for which the Applicant is unable or unwilling to make any payment to the Administrative Agent, the Issuing Bank Co-Agent or any Bank as required under this Agreement has joint liability with SCI for any reason; provided that SCI will not be liable for such liabilities, losses, claims, damages, penalties, causes of action, suits, costs and expenses (including, without limitation, attorneys' fees and expenses) or judgments of any arising from any untrue statement of a material fact in the material relating to CITIBANK, any Co-Agent or any Related Document; (xi) Bank in any offering circular used in the acts or omissions, whether rightful or wrongful, of any present or future de jure or de facto governmental or regulatory authority or cause or event beyond the control of such Indemnified Person; or (xii) the use sale of the proceeds Commercial Paper Notes or omission of a material fact relating to CITIBANK, any LC DisbursementCo-Agent or any Bank required to be stated therein or necessary in order to make the statements therein relating to CITIBANK, any Co-Agent or any Bank in each casethe light of the circumstances under which they were made not misleading if, including that resulting from the Administrative Agent’sbut only if, the Issuing Bank’s such material was specifically approved in writing by CITIBANK, such Co-Agent or such Indemnified Person’s own negligenceBank, providedas the case may be, however, prior to its inclusion in such offering circular; and further provided that such indemnity shall SCI will not be available to liable for any Person claiming indemnification under (i) through (xii) above such liabilities, losses, claims, damages, penalties, causes or action, suits, costs and expenses or judgments to the extent that such Costs the same are found in a final, non-appealable judgment by a court the result of competent jurisdiction to have resulted directly from or arise out of the gross negligence or willful misconduct of CITIBANK, any Co-Agent or any Bank or any of the Indemnified Person claiming indemnityofficers, directors, shareholders, controlling persons, employees, agents and (of any of them) of CITIBANK, any Co-Agent or any Bank. If any action, suit or proceeding arising from any of the foregoing is brought against CITIBANK, any Co-Agent or any Bank or any other person indemnified pursuant to this Section, SCI will, if requested in writing by CITIBANK, any Co-Agent or any Bank to do so, at its expense, resist and defend such action, suit or proceeding or cause the same to be resisted and defended by counsel designated by SCI (which counsel shall be satisfactory to CITIBANK, the extent that Co-Agent involved and the Bank(s) involved). Each of SCI's obligations of Applicant under this paragraph are unenforceable for any reason, Applicant shall make the maximum contribution to the Costs permissible under applicable law. This Section 9.3(a11(a) shall not apply survive the termination of this Agreement. 1.(b)SCI shall pay all reasonable out-of-pocket costs and expenses of CITIBANK incurred in connection with the administration of, the preservation of rights under, and enforcement of, and, after an Event of Default, the re-negotiation or restructuring of this Agreement and any amendment, waiver or consent relating thereto (including, the reasonable fees and disbursements of counsel for CITIBANK). SCI shall also pay and hold CITIBANK harmless from and against any and all present and future stamp or documentary taxes or any other excise or property taxes, charges or similar levies which arise from any payment made hereunder or from the execution, delivery or registration of, or otherwise with respect to Taxes other than this Agreement and save CITIBANK harmless from and against any Taxes that represent losses and all liabilities with respect to or damages arising resulting from any non-Tax claimdelay or omission to pay any such taxes, charges or levies. 26. 11.

Indemnity; Expenses. (a) The Applicant shall indemnify Each Grantor jointly and severally agrees to indemnify, reimburse and hold harmless the Administrative Agent, the Issuing Bank, Collateral Agent and each Bank, other Secured Party and their respective affiliates and correspondents and each of their respective directorssuccessors, assigns, employees, officers, employeesdirectors, advisors affiliates, agents and agents servants (each such party, hereinafter in this Section 12 referred to individually as an “Indemnified PersonIndemnitee,” and, collectively, as “Indemnitees”) harmless from and against any and all liabilities, obligations, losses, damages, injuries, penalties, claims, demands, actions, suits, judgments, judgments and any and all costs, losses, fines, penalties, damages, liabilities, expenses or disbursements (including reasonable attorneys’ fees and expenses) of whatsoever kind and nature (collectively, including expert witness fees and reasonable legal fees“Losses”) imposed on, charges and disbursements asserted against or incurred by any of the Indemnitees in any way relating to or arising out of this Agreement, any other Loan Document or any other document executed in connection herewith or therewith or in any other way connected with the administration of the transactions contemplated hereby or thereby or the enforcement of any counsel (including in-house counsel fees and allocated costs) for of the terms of, or the preservation of any Indemnified Person (“Costs”)rights under any thereof, or in any way relating to or arising out ofof the manufacture, in connection withownership, or as a result of: (i) the Letter of Credit or any pre-advice of its issuance; (ii) any transferordering, purchase, delivery, control, acceptance, lease, financing, possession, operation, condition, sale, delivery, surrenderreturn or other disposition, or endorsement use of any Drawing Document at any time(s) held by any Indemnified Person in connection with the Letter of Credit; Collateral (iii) any action including, without limitation, latent or proceeding arising out of other defects, whether or in connection with the Letter of Credit, this Agreement or any Related Document (whether administrative, judicial or in connection with arbitrationnot discoverable), including the violation by any action Grantor of the laws of any country, state or proceeding to compel other governmental body or restrain unit, any presentation tort (including, without limitation, claims arising or payment imposed under the Letter doctrine of Creditstrict liability, or for the wrongful dishonor or on account of or honoring a presentation under the Letter of Credit; (iv) any independent undertakings issued by the beneficiary of the Letter of Credit; (v) any unauthorized communication or instruction (whether oral, telephonic, written, telegraphic, facsimile or electronic) (each an “Instruction”) (x) received pursuant injury to the express terms of the Letter of Credit or (y) any other Instruction regarding the Letter of Credit or error in computer transmission that the Indemnified Party reasonably believed to be authorized; (vi) an adviser, confirmer or other nominated person that was not authorized by the Issuing Bank seeking to be reimbursed, indemnified or compensated; (vii) any third party seeking to enforce the rights of an applicant, beneficiary, nominated person, transferee, assignee of proceeds of the Letter of Credit; (viii) the fraud, forgery or illegal action of parties other than the Indemnified Person; (ix) the enforcement against the Applicant of this Agreement or any rights or remedies under or in connection with this Agreement, a Related Document or the Letter of Credit; (x) the Administrative Agent’s or the Issuing Bank honoring any presentation upon or during the continuance death of any Event of Default Person (including any Indemnitee), or for which the Applicant is unable property damage), or unwilling to make any payment to the Administrative Agent, the Issuing Bank or any Bank as required under this Agreement or any Related Documentcontract claim; (xi) the acts or omissions, whether rightful or wrongful, of any present or future de jure or de facto governmental or regulatory authority or cause or event beyond the control of such Indemnified Person; or (xii) the use of the proceeds of any LC Disbursement, in each case, including that resulting from the Administrative Agent’s, the Issuing Bank’s or such Indemnified Person’s own negligence, provided, however, provided that such indemnity shall not not, as to any Indemnitee, be available to any Person claiming indemnification under (i) through (xii) above to the extent that such Costs Losses are found in a final, non-appealable judgment determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted directly from the gross negligence or willful misconduct of such Indemnitee. Each Grantor agrees that upon written notice by any Indemnitee of the Indemnified Person claiming indemnity. If and assertion of such a liability, obligation, loss, damage, injury, penalty, claim, demand, action, suit or judgment, such Grantor shall assume full responsibility for the defense thereof subject to repayment thereof in the extent that event of a judgment described in the obligations of Applicant under this paragraph are unenforceable for any reason, Applicant shall make proviso in the maximum contribution to the Costs permissible under applicable law. This Section 9.3(a) shall not apply with respect to Taxes other than any Taxes that represent losses or damages arising from any non-Tax claimimmediately preceding sentence.