Common use of Payment of Expenses and Taxes; Indemnification Clause in Contracts

Payment of Expenses and Taxes; Indemnification. Borrower agrees, (a) to pay or reimburse the Agents and Arranger for all their reasonable out-of-pocket costs and expenses incurred in connection with due diligence in respect of the transactions contemplated by this Agreement, the development, preparation and execution of, and any amendment, supplement, or modification to, this Agreement and the other Credit Documents, including in connection with an initial syndication, and any other documents prepared in connection herewith or therewith, and the consummation, monitoring, oversight and administration of the transactions contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of counsel retained by, or for the benefit of, the Agents, (b) to pay or reimburse each Lender and the Agents for all their reasonable out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents, or in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans, and including the reasonable fees, disbursements and other charges of counsel to each Lender and of counsel retained by or for the benefit of the Agents, (c) to pay, indemnify, and hold harmless each Lender and the Agents from any and all Other Taxes, if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Credit Documents and any such other documents, (d) to pay or reimburse Collateral Agent for all reasonable fees, costs and expenses incurred in exercising its rights under Section 8.16 and (e) to pay, indemnify and hold harmless each Lender, Arranger and the Agents and their respective Related Parties from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, and reasonable out-of-pocket costs, expenses or disbursements of any kind or nature whatsoever, including reasonable fees, disbursements and other charges of counsel, with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Credit Documents and any such other documents, including any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law or any actual or alleged presence of Hazardous Materials applicable to the operations of each Credit Party, any of their respective Subsidiaries or any of their Real Property (all the foregoing in this clause (e), collectively, the “Indemnified Liabilities”); provided that the Credit Parties shall not have any obligation hereunder to the Agents, Arranger or any Lender nor any of their Related Parties with respect to Indemnified Liabilities (i) to the extent that any such claimed Indemnified Liability is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from (x) any of the Agent’s, Arranger’s, any Lender’s, or any of their Related Parties’ bad faith, gross negligence or willful misconduct or (y) a material breach of such he Agent’s, Arranger’s, any Lender’s, or any of their Related Parties’ obligations hereunder or under any other Credit Document or (ii) with respect to any dispute solely among or between the Agents, Arranger, any Lender, or any of their Related Parties that does not arise out of any act or omission of any Credit Party or any its Subsidiaries. The agreements in this Section 12.05 shall survive repayment of the Loans and all other amounts payable hereunder and termination of this Agreement. The indemnification provisions of this Section 12.05 shall not apply with respect to Taxes other than Taxes that represent losses, claims and damages arising from a non-Tax loss, claim or damage and Other Taxes. To the fullest extent permitted by Applicable Law, neither any Agent, Lender or Credit Party shall assert, and each Agent, Lender and Credit Party hereby waives, any claim against any such other party and their respective Related Parties, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, the Loans or the use of the proceeds thereof. No Lender, Arranger, Agent nor any of their respective Related Parties shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby.

Payment of Expenses and Taxes; Indemnification. Each Borrower agreesand each other Loan Party agrees to promptly, and in any case within thirty (30) days of presentation of an invoice therefor: (a) to pay or reimburse the Agents each Agent and Arranger each Initial Lender for all their reasonable and documented costs, fees and out-of-pocket costs and expenses incurred in connection with due diligence in respect of the transactions contemplated by this Agreementnegotiation, the developmentpreparation, preparation execution, delivery and execution administration of, and any amendment, supplement, or other modification to, and any waiver of any provision of, and any consent under, this Loan Agreement and the other Credit Documents, including in connection with an initial syndication, Loan Documents and any other documents prepared in connection herewith or therewiththerewith (in each case, whether or not consummated), and the consummation, monitoring, oversight consummation and administration of the transactions contemplated hereby and thereby, including without limitation such reasonable and documented costs, fees and out-of-pocket expenses related to due diligence, appraisal costs, lien searches and filing fees and such costs, fees and expenses in relation to any payoff letter or other termination agreement and associated lien releases, and limited in the case of legal expenses to the reasonable and documented fees, disbursements and other charges of one external counsel retained by, or for to the benefit of, Agents and the Agents, Lenders (absent any conflict of interest) and reasonably necessary special counsel and local counsel in each applicable jurisdiction to the Agents and the Lenders; (b) to pay or reimburse each Agent and each Lender and the Agents for all of their reasonable and documented costs, fees and out-of-pocket costs and expenses incurred thereby and by their Affiliates in connection with the enforcement or preservation of any rights under this Loan Agreement, the other Credit Loan Documents and any such other documentsdocuments prepared in connection herewith or therewith, or in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect thereof, in connection with any action to protect, collect, sell, liquidate or dispose of such Loansany Collateral, and in connection with any litigation, arbitration or other contest, dispute, suit, or proceeding relating to any of the foregoing, including in each case the reasonable fees, disbursements and other charges of one external counsel to the Agent and the Lenders, and reasonably necessary special counsel and local counsel in each Lender applicable jurisdiction to the Agent and of counsel retained by or for the benefit of the Agents, Lenders; (c) to pay, indemnify, and hold harmless each Agent and each Lender and the Agents from any and all Other Taxes, if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Loan Agreement, the other Credit Loan Documents and any such other documents, ; (d) to pay or reimburse Collateral each Agent and each Lender for all reasonable fees, costs and expenses incurred in exercising its their rights under Section 8.02 and Section 8.16 and (e) to pay, indemnify and hold harmless each Agent, each Lender, Arranger each other Secured Party, and the Agents and their respective Related Parties of each of them, from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, and third party suits, and reasonable out-of-pocket costs, expenses or disbursements of any kind or nature whatsoever, including reasonable fees, disbursements and other charges of counsel, with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Credit Documents and any such other documents, including any of the foregoing relating to any Environmental Claim that relates to any Loan Party or any property owned or leased by any Loan Party, the violation of, noncompliance with or liability under, any Environmental Law by any Loan Party or any property owned or leased by any Loan Party or any actual or alleged presence of Hazardous Materials applicable to on any property owned or leased by any Loan Party or resulting from any Loan Party in connection with the operations of each Credit any Loan Party, Subsidiary of any of their respective Subsidiaries Loan Party or any of their Real Property (all the foregoing in this clause (e), collectively, the “Indemnified Liabilities”); provided provided, however, that the Credit Loan Parties shall not have no obligation under this clause (e) to either Agent, any obligation hereunder to the AgentsLender, Arranger any other Secured Party, or any Lender nor Related Party of any of their Related Parties with respect to them, for Indemnified Liabilities arising from (iA) the gross negligence, bad faith or willful misconduct of the party to the extent that any such claimed Indemnified Liability is found in be indemnified, as determined by a final, non-appealable judgment by order of a court of competent jurisdiction to have resulted from jurisdiction, (xB) any breach of the Agent’s, Arranger’s, any Lender’s, or any of their Related Parties’ bad faith, gross negligence or willful misconduct funding obligations under this Agreement by such Indemnified Party or (yC) a material breach of such he Agent’s, Arranger’s, any Lender’s, or any of their Related Parties’ obligations hereunder or under Claim resulting from one party to be indemnified against any other Credit Document or (ii) with respect party to any dispute solely among or between the Agents, Arranger, any Lender, or any of their Related Parties be indemnified and that does not arise out of any involve an act or omission of any Credit Party Borrower, any Guarantor or any its Subsidiariesof their respective Subsidiaries or Affiliates. The agreements in this Section 12.05 shall survive repayment of the Loans and all other amounts payable hereunder and the termination of this Loan Agreement. The indemnification provisions of this Section 12.05 shall not apply with respect to Taxes other than Taxes that represent losses, claims and damages arising from a non-Tax loss, claim or damage and Other Taxes. To the fullest extent permitted by Applicable Law, neither any Agent, Lender or Credit no Loan Party shall assert, and each Agent, Lender and Credit Loan Party hereby waives, any claim against any such Agent, any Lender, any other party Secured Party and their respective the Related PartiesParties of each of them, on any theory of liability, for any general or consequential damages, or direct or indirect damages, in each case of any kind, and in each case whether special, indirectreliance, consequential punitive, compensatory, benefit of the bargain, “cover”, expectancy, exemplary, incidental, “lost profits”, or punitive similar or other damages (as opposed to direct including, but not limited to, damages resulting from loss of profits, revenue or business opportunity, business impact or anticipated savings) or multiples of damages, other than direct, foreseeable, actual out‑of-pocket damages) , arising out of, in connection with, or as a result of, this Loan Agreement, any other Credit Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, the Loans any Loan or the use of the proceeds thereof. No Lender, Arrangerno Agent, Agent nor no other Secured Party, and no Related Party of any of their respective Related Parties them shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Loan Agreement or the other Credit Loan Documents or the transactions contemplated hereby or thereby, in the absence of the willful misconduct, bad faith or gross negligence of such Person as determined by a final, non-appealable order of a court of competent jurisdiction.

Payment of Expenses and Taxes; Indemnification. The Borrower and each other Loan Party agrees, : (a) to pay or reimburse the Agents each Agent and Arranger each Lender for all their reasonable and documented out-of-pocket costs costs, fees and expenses incurred in connection with due diligence in respect of the transactions contemplated by this Agreement, the development, preparation negotiation, preparation, execution, delivery and execution administration of, and any amendment, supplement, or other modification to, and any waiver of any provision of, and any consent under, this Loan Agreement and the other Credit Documents, including in connection with an initial syndication, Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation, monitoring, oversight consummation and administration of the transactions contemplated hereby and thereby, including without limitation such costs, fees and expenses related to due diligence, appraisal costs, lien searches and filing fees and such costs, fees and expenses in relation to any payoff letter or other termination agreement and associated lien releases, and including the reasonable fees, disbursements and other charges of one primary external counsel retained by, or for the benefit of, to the Agents, including reasonably necessary special counsel and local counsel in each applicable jurisdiction, and external tax professionals, accounting professionals, and other consultants and advisors, in all cases whether or not the Closing Date occurs and whether or not the transactions contemplated hereby are consummated; (b) to pay or reimburse each Agent and each Lender and the Agents for all of their reasonable documented out-of-pocket costs costs, fees and expenses incurred thereby and by their Affiliates in connection with the enforcement or preservation of any rights under this Loan Agreement, the other Credit Loan Documents and any such other documentsdocuments prepared in connection herewith or therewith, or in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect thereof, in connection with any action to protect, collect, sell, liquidate or dispose of such Loansany Collateral, and in connection with any litigation, arbitration or other contest, dispute, suit, or proceeding relating to any of the foregoing, including in each case the reasonable fees, disbursements and other charges of external counsel to each Lender Agent, and external counsel to each Lender, external tax professionals, accounting professionals, and other consultants and advisors of each Agent and of counsel retained by or for the benefit of the Agents, each Lender; (c) to pay, indemnify, and hold harmless each Agent and each Lender and the Agents from any and all Other Taxes, if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Loan Agreement, the other Credit Loan Documents and any such other documents, ; (d) to pay or reimburse Collateral each Agent and each Lender for all reasonable fees, costs and expenses incurred in exercising their rights under Section 8.02 and Section 8.16 and to pay and reimburse each Lender for all reasonable fees and expenses incurred in exercising its rights under Section 8.16 8.17; and (e) to pay, indemnify and hold harmless each Agent, each Lender, Arranger each other Secured Party, and the Agents and their respective Related Parties of each of them, from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, and reasonable and documented out-of-pocket costs, expenses or and disbursements of any kind or nature whatsoever, including reasonable and documented fees, disbursements and other charges of one primary external counsel, with respect to the negotiation, execution, delivery, enforcement, performance and administration of this Loan Agreement, the other Credit Loan Documents and any such other documents, including any of the foregoing relating to any Environmental Claim that relates to any Loan Party or any property owned or leased by any Loan Party, the violation of, noncompliance with or liability under, any Environmental Law by any Loan Party or any property owned or leased by any Loan Party or any actual or alleged presence of Hazardous Materials applicable to on any property owned or leased by any Loan Party or resulting from any Loan Party in connection with the operations of each Credit any Loan Party, Subsidiary of any of their respective Subsidiaries Loan Party or any of their Real Property (all the foregoing in this clause (e), collectively, the “Indemnified Liabilities”); provided provided, however, that the Credit Loan Parties shall not have any no obligation hereunder to the Agents, Arranger or any Lender nor any of their Related Parties with respect to Indemnified Liabilities under this clause (if) to the extent that any such claimed Indemnified Liability is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from (x) any of the either Agent’s, Arranger’s, any Lender’s, any other Secured Party, or any Related Party of their Related Parties’ any of them, for Indemnified Liabilities arising from (A) the bad faith, gross negligence or willful misconduct of the party to be indemnified, as determined by a final, non-appealable order of a court of competent jurisdiction or (yB) a material breach any claim resulting from one party to be indemnified against any other party to be indemnified and that does not involve an act or omission of such he Agent’s, Arranger’sBorrower, any Lender’s, Guarantor or any of their Related Parties’ obligations hereunder respective Subsidiaries or under any other Credit Document or (ii) with respect to any dispute solely among or between the Agents, Arranger, any Lender, or any of their Related Parties that does not arise out of any act or omission of any Credit Party or any its SubsidiariesAffiliates. The agreements in this Section 12.05 shall survive repayment of the Loans and all other amounts payable hereunder and the termination of this Loan Agreement. The indemnification provisions of this Section 12.05 shall not apply with respect to Taxes other than Taxes that represent losses, claims and damages arising from a non-Tax loss, claim or damage and Other Taxes. To the fullest extent permitted by Applicable Law, neither any Agent, Lender or Credit no Loan Party shall assert, and each Agent, Lender and Credit Loan Party hereby waives, any claim against any such Agent, any Lender, any other party Secured Party, and their respective the Related PartiesParties of each of them, on any theory of liability, for any general or consequential damages, or direct or indirect damages, in each case of any kind, and in each case whether special, indirectreliance, consequential punitive, compensatory, benefit of the bargain, “cover”, expectancy, exemplary, incidental, “lost profits”, or punitive similar or other damages (as opposed to direct including, but not limited to, damages resulting from loss of profits, revenue or business opportunity, business impact or anticipated savings) or multiples of damages, other than direct, foreseeable, actual out-of-pocket damages) , arising out of, in connection with, or as a result of, this Loan Agreement, any other Credit Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, the Loans any Loan or the use of the proceeds thereof. No Lender, Arrangerno Agent, Agent nor no other Secured Party, and no Related Party of any of their respective Related Parties them shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Loan Agreement or the other Credit Loan Documents or the transactions contemplated hereby or thereby, in the absence of the willful misconduct or gross negligence of such Person as determined by a final, non-appealable order of a court of competent jurisdiction.

Payment of Expenses and Taxes; Indemnification. Each Borrower agrees, agrees (a) to pay or reimburse the Agents and Arranger for all their reasonable reasonable, out-of-pocket and documented costs and expenses incurred in connection with due diligence in respect of the transactions contemplated by this Agreement, the development, preparation and execution of, and any amendment, supplement, or modification to, this Agreement and the other Credit Documents, including in connection with an initial syndication, and any other documents prepared in connection herewith or therewith, and the consummation, monitoring, oversight and administration of the transactions contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of counsel retained by, or for the benefit of, the Agents, (b) to pay or reimburse each Lender and the Agents for all their reasonable out-of-pocket costs and expenses incurred in connection with the exercise, enforcement or preservation of any rights under this Agreement, 116 21029590V.1 the other Credit Documents and any such other documents, or in connection with the Loans made hereunder, including all such out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such Loans, and including the reasonable fees, disbursements and other charges of counsel to each Lender and of counsel retained by or for the benefit of the Agents, (c) to pay, indemnify, and hold harmless each Lender Lender, Arranger and the Agents from any and all Other Taxes, if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Credit Documents and any such other documents, (d) to pay or reimburse Collateral Administrative Agent and the Lenders for all reasonable fees, costs and expenses incurred in exercising its rights under Section 8.16 and (e) to pay, indemnify and hold harmless each Lender, Arranger and the Agents and their respective Related Parties from and against any and all other liabilities, obligations, losses, damages, fines, fees, penalties, actions, judgments, suits, and reasonable out-of-pocket costs, expenses or disbursements of any kind or nature whatsoever, including reasonable fees, disbursements and other charges of counsel, with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Credit Documents and any such other documents, including any of the foregoing relating to a breach by any Credit Party of any representation or warranty in any Credit Document or the violation of, noncompliance with or liability under, any Environmental Law or any actual or alleged presence of Hazardous Materials applicable to the operations of each Credit Party, any of their respective Subsidiaries or any of their Real Property (all the foregoing in this clause (e), collectively, the “Indemnified Liabilities”); provided that the Credit Parties shall not have any obligation hereunder to the Agents, Arranger or any Lender nor any of their Related Parties with respect to Indemnified Liabilities (i) to arising from the extent that any such claimed Indemnified Liability is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from (x) any of the Agent’s, Arranger’s, any Lender’s, or any of their Related Parties’ bad faith, gross negligence or willful misconduct or (y) of the party to be indemnified as determined by a material breach final and non-appealable decision of such he Agent’s, Arranger’s, any Lender’s, or any a court of their Related Parties’ obligations hereunder or under any other Credit Document or (ii) with respect to any dispute solely among or between the Agents, Arranger, any Lender, or any of their Related Parties that does not arise out of any act or omission of any Credit Party or any its Subsidiariescompetent jurisdiction. The agreements in this Section 12.05 shall survive repayment of the Loans and all other amounts payable hereunder and termination of this Agreement. The indemnification provisions of this Section 12.05 shall not apply with respect to Taxes other than Taxes that represent losses, claims and damages arising from a non-Tax loss, claim or damage and Other Taxes. To the fullest extent permitted by Applicable Law, neither any Agent, Lender or no Credit Party shall assert, and each Agent, Lender and Credit Party hereby waives, any claim against any such other party Lender, any Agent and their respective Related Parties, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, the Loans or the use of the proceeds thereof. No LenderNone of the Lenders, ArrangerAgents, Agent nor Arranger or any of their respective Related Parties shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or therebythereby other than solely to the extent such liability results from such Lender, Agent, Arranger or Related Party’s violation of Section 12.16.

Payment of Expenses and Taxes; Indemnification. The Borrower agrees, (a) to pay or reimburse the Agents and Arranger for all their reasonable out-of-pocket costs and expenses incurred in connection with due diligence in respect of the transactions contemplated by this Agreement, the development, preparation and execution of, and any amendment, supplement, or modification to, this Agreement and the other Credit Documents, including in connection with an initial syndication, and any other documents prepared in connection herewith or therewith, and the consummation, monitoring, oversight and administration of the transactions contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of counsel retained by, or for the benefit of, the Agents, (b) to pay or reimburse each Lender and the Agents for all their reasonable out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents, or in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans, and including the reasonable fees, disbursements and other charges of counsel to each Lender and of counsel retained by or for the benefit of the Agents, (c) to pay, indemnify, and hold harmless each Lender and the Agents from any and all Other Taxes, if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Credit Documents and any such other documents, (d) to pay or reimburse the Collateral Agent for all reasonable fees, costs and expenses incurred in exercising its rights under Section 8.16 and (e) to pay, indemnify and hold harmless each Lender, Arranger and the Agents and their respective Related Parties from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, and reasonable out-of-pocket costs, expenses or disbursements of any kind or nature whatsoever, including reasonable fees, disbursements and other charges of counsel, with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Credit Documents and any such other documents, including any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law or any actual or alleged presence of Hazardous Materials applicable to the operations of each Credit Party, any of their respective Subsidiaries or any of their Real Property (all the foregoing in this clause (e), collectively, the “Indemnified Liabilities”); provided that the Credit Parties shall not have any obligation hereunder to the Agents, Arranger or any Lender nor any of their Related Parties with respect to Indemnified Liabilities (i) to the extent that any such claimed Indemnified Liability is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from (x) any of the Agent’s, Arranger’s, any Lender’s, or any of their Related Parties’ bad faith, gross negligence or willful misconduct or (y) a material breach of such he Agent’s, Arranger’s, any Lender’s, or any of their Related Parties’ obligations hereunder or under any other Credit Document or (ii) with respect to any dispute solely among or between the Agents, Arranger, any Lender, or any of their Related Parties that does not arise out of any act or omission of any Credit Party or any its Subsidiaries. The agreements in this Section 12.05 shall survive repayment of the Loans and all other amounts payable hereunder and termination of this Agreement. The indemnification provisions of this Section 12.05 shall not apply with respect to Taxes other than Taxes that represent losses, claims and damages arising from a non-Tax loss, claim or damage and Other Taxes. To the fullest extent permitted by Applicable Law, neither any Agent, Lender or Credit Party shall assert, and each Agent, Lender and Credit Party hereby waives, any claim against any such other party and their respective Related Parties, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, the Loans or the use of the proceeds thereof. No Lender, Arranger, Agent nor any of their respective Related Parties shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby.

Payment of Expenses and Taxes; Indemnification. The Borrower agrees, agrees (ai) to pay or reimburse the Agents and Arranger for all their reasonable out-of-pocket costs and expenses incurred in connection with due diligence in respect of the transactions contemplated by this Agreement, the development, preparation and execution of, and any consent, waiver, amendment, supplement, supplement or modification to, this Agreement and the other Credit Documents, including in connection with an initial syndication, Documents and any other documents prepared in connection herewith or therewith, and the consummation, monitoring, oversight consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of one counsel retained by, or for to the benefit of, Agents with statements with respect to the Agentsforegoing to be submitted to the Borrower prior to the Effective Date (in the case of amounts to be paid on the Effective Date and from time to time thereafter on a quarterly basis), (bii) to pay or reimburse each Lender and the Agents Administrative Agent and the Collateral Agent for all their reasonable out-of-pocket and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents, or in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans, and including the reasonable fees, disbursements and other charges of one counsel to the Administrative Agent and the Collateral Agent (unless there is an actual or perceived conflict of interest in which case each such Person may retain its own counsel), and one counsel for the Lenders (unless there is an actual or perceived conflict of interest in which case each Lender and of counsel retained by or for the benefit of the Agentsaffected thereby may retain its own counsel), (ciii) to pay, indemnify, and hold harmless each Lender and the Agents each Agent from any and all Other Taxesreasonable out-of-pocket costs and expenses of creating and perfecting Liens in favor of the Collateral Agent, for the benefit of the Secured Parties including recording and filing fees, UCC search fees, title insurance premiums (to the extent not directly paid to the applicable insurer) and any and all liabilities with respect to, or resulting from, any delay in paying, stamp, excise and other similar taxes, if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Credit Documents and any such other documents, (d) to pay or reimburse Collateral Agent for all reasonable fees, costs and expenses incurred in exercising its rights under Section 8.16 and (eiv) to pay, indemnify and hold harmless each Lender, Arranger the Collateral Agent and the Agents Administrative Agent and their respective Related Parties Affiliates, directors, officers, employees, trustees, attorneys, advisors and agents from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, and reasonable out-of-pocket costs, expenses or disbursements of any kind or nature whatsoever, including reasonable and documented fees, disbursements and other charges of one counsel to the Administrative Agent and the Collateral Agent (unless there is an actual or perceived conflict of interest in which case each such Person may retain its own counsel) and one counsel for the Lenders (unless there is an actual or perceived conflict of interest in which case each Lender affected thereby may retain its own counsel), with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Credit Documents and any such other documents, including any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law or any actual or alleged presence of Hazardous Materials applicable to the operations of each Credit Partythe Borrower, any of their respective its Subsidiaries or any of their the Real Property Estate (all the foregoing in this clause (eiv), collectively, the “Indemnified Liabilitiesindemnified liabilities”); provided provided, that the Credit Parties Borrower shall not have any no obligation hereunder to the Agents, Arranger Agents or any Lender nor any of their Related Parties respective Affiliates, directors, officers, employees, trustees and agents with respect to Indemnified Liabilities (i) to indemnified liabilities arising from the extent that any such claimed Indemnified Liability is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from (x) any of the Agent’s, Arranger’s, any Lender’s, or any of their Related Parties’ bad faith, gross negligence or willful misconduct of the party to be indemnified or (y) a material breach of such he Agent’s, Arranger’s, any Lender’s, or any of their Related Parties’ obligations hereunder or under any other Credit Document or (ii) with respect to any dispute solely disputes among or between the Agents, Arranger, any Lender, or any of the Lenders and/or their Related Parties that does transferees not arise out of arising from any act or omission of any Credit Party the Borrower or any other Credit Party. If for any reason the foregoing indemnification is unavailable to any Agent or Lender or insufficient to hold it harmless, then the Borrower shall contribute to the amount paid or payable by such Agent or such Lender as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative economic interests of (i) Holdings, the Borrower and its Subsidiaries. The agreements Subsidiaries on the one hand and (ii) such Agent or such Lender on the other hand in this Section 12.05 shall survive repayment the matters contemplated by the Credit Documents as well as the relative fault of (i) Holdings, the Loans Borrower and all other amounts payable hereunder its Subsidiaries and termination of this Agreement. The indemnification provisions of this Section 12.05 shall not apply (ii) such Agent or such Lender with respect to Taxes other than Taxes that represent losses, claims and damages arising from a non-Tax such loss, claim claim, damage or damage liability and Other Taxes. To the fullest extent permitted by Applicable Law, neither any Agent, Lender or Credit Party shall assert, and each Agent, Lender and Credit Party hereby waives, any claim against any such other party and their respective Related Parties, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, the Loans or the use of the proceeds thereof. No Lender, Arranger, Agent nor any of their respective Related Parties shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or therebyrelevant equitable considerations.

Payment of Expenses and Taxes; Indemnification. The Borrower and each other Loan Party agrees, : (a) to pay or reimburse the Agents each Agent and Arranger each Lender for all their reasonable out-of-pocket costs and documented costs, fees and expenses incurred in connection with due diligence in respect of the transactions contemplated by this Agreement, the development, preparation negotiation, preparation, execution, delivery and execution administration of, and any amendment, supplement, or other modification to, and any waiver of any provision of, and any consent under, this Loan Agreement and the other Credit Documents, including in connection with an initial syndication, Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation, monitoring, oversight consummation and administration of the transactions contemplated hereby and thereby, including without limitation such costs, fees and expenses related to due diligence, lien searches and filing fees and such costs, fees and expenses in relation to any payoff letter or other termination agreement and associated lien releases, and including the reasonable fees, disbursements and other charges of internal and external counsel retained byto the Agents and internal and external tax professionals, accounting professionals, and other consultants and advisors, in all cases whether or for not the benefit of, Closing Date occurs and whether or not the Agents, transactions contemplated hereby are consummated; (b) to pay to each Agent and each Lender the allocated, reasonable and documented costs, fees and expenses of internal counsel to thereto in connection with any amendment, supplement, modification, waiver or consent delivered hereunder, in addition to any other applicable fee that may be payable in connection with any such amendment, supplement, modification, waiver or consent; (c) to pay or reimburse each Agent and each Lender and the Agents for all of their reasonable out-of-pocket costs properly documented costs, fees and expenses incurred thereby and by their Affiliates in connection with the enforcement or preservation of any rights under this Loan Agreement, the other Credit Loan Documents and any such other documentsdocuments prepared in connection herewith or therewith, or in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect thereof, in connection with any action to protect, collect, sell, liquidate or dispose of such Loansany Collateral, and in connection with any litigation, arbitration or other contest, dispute, suit, or proceeding relating to any of the foregoing, including in each case the reasonable fees, disbursements and other charges of internal and external counsel to each Lender Agent, internal and external counsel to each Lender, and internal and external tax professionals, accounting professionals, and other consultants and advisors of each Agent and of counsel retained by or for the benefit of the Agents, each Lender; (cd) to pay, indemnify, and hold harmless each Agent and each Lender and the Agents from any and all Other TaxesTaxes (without duplication of amounts referenced in Section 4.04), if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Loan Agreement, the other Credit Loan Documents and any such other documents, ; (de) to pay or reimburse Collateral each Agent and each Lender for all reasonable fees, costs and expenses incurred in exercising their rights under Section 8.02 and Section 8.16 and to pay and reimburse each Lender for all reasonable fees and expenses incurred in exercising its rights under Section 8.16 8.17; and (ef) to pay, indemnify and hold harmless each Agent, each Lender, Arranger each other Secured Party, and the Agents and their respective Related Parties of each of them, from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, and reasonable out-of-pocket and documented costs, expenses or and disbursements of any kind or nature whatsoever, including reasonable and documented fees, disbursements and other charges of internal and external counsel, with respect to the negotiation, execution, delivery, enforcement, performance and administration of this Loan Agreement, the other Credit Loan Documents and any such other documents, including any of the foregoing relating to (x) any Environmental Claim that relates to any Loan Party or any property owned or leased by any Loan Party, the violation of, noncompliance with or liability under, any Environmental Law by any Loan Party or any property owned or leased by any Loan Party or any actual or alleged presence of Hazardous Materials applicable to on any property owned or leased by any Loan Party or resulting from any Loan Party in connection with the operations of each Credit any Loan Party, Subsidiary of any of their respective Subsidiaries Loan Party or any of their Real Property and (y) liabilities, obligations, losses, damages, penalties, actions, judgments or suits with respect to or arising directly or indirectly in any manner or for any cause or reason whatsoever out of an Aircraft, an Airframe, any Engine or engine installed on an Aircraft, any Part, any Aircraft Documents, the capacity, age, airworthiness, value, durability, description, specific configuration, design, workmanship, materials, manufacture, construction, testing, delivery, import to the initial or any other Country of Registration, export (including, without limitation, any export at re-delivery following an Event of Default), ownership, registration, possession, control, use, operation (including, without limitation, airport charges), leasing, sub-leasing, insurance, maintenance, repair, refurbishment, condition (whether of an Aircraft, any Engine, any part or the Aircraft Documents), performance, fitness for any particular use or purpose or suitability of any Aircraft or any part thereof, service, overhaul, modification, change, alteration, loss, damage, removal, storage or re-delivery of, in or to an Aircraft or the Aircraft Insurances, or otherwise in connection with an Aircraft, or relating to loss or destruction of or damage to any property, or death or injury of, or other loss of whatsoever nature suffered by, any person caused by, relating to, or arising from or out of (in each case whether directly or indirectly and whether arising on or prior to the date hereof) any of the foregoing matters (all the foregoing in this clause (ef), collectively, the “Indemnified Liabilities”); provided provided, however, that the Credit Loan Parties shall not have no obligation under this clause (f) to any obligation hereunder to the AgentsAgent, Arranger any Lender, any other Secured Party, or any Lender nor Related Party of any of their Related Parties with respect to them, for Indemnified Liabilities arising from (iA) the gross negligence or willful misconduct of the party to the extent that any such claimed Indemnified Liability is found in be indemnified, as determined by a final, non-appealable judgment by order of a court of competent jurisdiction to have resulted from or (xB) any Claim resulting from one party to be indemnified against any other party to be indemnified and that does not involve an act or omission of the Agent’s, Arranger’sBorrower, any Lender’s, Guarantor or any of their Related Parties’ bad faith, gross negligence respective Subsidiaries or willful misconduct or (y) a material breach of such he Agent’s, Arranger’s, any Lender’s, or any of their Related Parties’ obligations hereunder or under any other Credit Document or (ii) with respect to any dispute solely among or between the Agents, Arranger, any Lender, or any of their Related Parties that does not arise out of any act or omission of any Credit Party or any its SubsidiariesAffiliates. The agreements in this Section 12.05 shall survive repayment of the Loans and all other amounts payable hereunder and the other Loan Documents and the termination of this Loan Agreement. The indemnification provisions of this Section 12.05 shall not apply with respect to Taxes other than Taxes that represent losses, claims and damages arising from a non-Tax loss, claim or damage and Other Taxes. To the fullest extent permitted by Applicable Law, neither any Agent, Lender or Credit no Loan Party shall assert, and each Agent, Lender and Credit Loan Party hereby waives, any claim against any such Agent, any Lender, any other party Secured Party, and their respective the Related PartiesParties of each of them, on any theory of liability, for any general or consequential damages, or direct or indirect damages, in each case of any kind, and in each case whether special, indirectreliance, consequential punitive, compensatory, benefit of the bargain, “cover”, expectancy, exemplary, incidental, “lost profits”, or punitive similar or other damages (as opposed to direct including, but not limited to, damages resulting from loss of profits, revenue or business opportunity, business impact or anticipated savings) or multiples of damages, other than direct, foreseeable, actual out-of-pocket damages) , arising out of, in connection with, or as a result of, this Loan Agreement, any other Credit Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, the Loans any Loan or the use of the proceeds thereof. No Lender, Arrangerno Agent, Agent nor no other Secured Party, and no Related Party of any of their respective Related Parties them shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Loan Agreement or the other Credit Loan Documents or the transactions contemplated hereby or thereby, in the absence of the willful misconduct or gross negligence of such Person as determined by a final, non-appealable order of a court of competent jurisdiction.

Payment of Expenses and Taxes; Indemnification. The Borrower and each other Loan Party agrees, : (a) to pay or reimburse the Agents each Agent and Arranger each Lender for all their reasonable and documented out-of-pocket costs costs, fees and expenses incurred in connection with due diligence in respect of the transactions contemplated by this Agreement, the development, preparation negotiation, preparation, execution, delivery and execution administration of, and any amendment, supplement, or other modification to, and any waiver of any provision of, and any consent under, this Loan Agreement and the other Credit Documents, including in connection with an initial syndication, Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation, monitoring, oversight consummation and administration of the transactions contemplated hereby and thereby, including without limitation such costs, fees and expenses related to due diligence, appraisal costs, lien searches and filing fees and such costs, fees and expenses in relation to any payoff letter or other termination agreement and associated lien releases, and including the reasonable fees, disbursements and other charges of one primary external counsel retained byto the Agents and the Lenders taken as a whole, including reasonably necessary special counsel and local counsel in each applicable jurisdiction, and external tax professionals, accounting professionals, and other consultants and advisors, in all cases whether or for not the benefit of, Closing Date occurs and whether or not the Agents, transactions contemplated hereby are consummated; (b) to pay or reimburse each Agent and each Lender and the Agents for all of their reasonable documented out-of-pocket costs costs, fees and expenses incurred thereby and by their Affiliates in connection with the enforcement or preservation of any rights under this Loan Agreement, the other Credit Loan Documents and any such other documentsdocuments prepared in connection herewith or therewith, or in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect thereof, in connection with any action to protect, collect, sell, liquidate or dispose of such Loansany Collateral, and in connection with any litigation, arbitration or other contest, dispute, suit, or proceeding relating to any of the foregoing, including in each case the reasonable fees, disbursements and other charges of one external counsel to the Agents and the Lenders taken as a whole (and, if reasonably necessary, (x) one local counsel in each Lender relevant jurisdiction and of counsel retained by or for the benefit (y) any special counsel), external tax professionals, accounting professionals, and other consultants and advisors of the Agents, Agents and the Lenders taken as a whole; (c) to pay, indemnify, and hold harmless each Agent and each Lender and the Agents from any and all Other Taxes, if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Loan Agreement, the other Credit Loan Documents and any such other documents, ; (d) to pay or reimburse Collateral each Agent and each Lender for all reasonable fees, costs and expenses incurred in exercising their rights under Section 8.02 and Section 8.16 and to pay and reimburse each Lender for all reasonable fees and expenses incurred in exercising its rights under Section 8.16 8.17; and (e) to pay, indemnify and hold harmless each Agent, each Lender, Arranger each other Secured Party, and the Agents and their respective Related Parties of each of them, from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, and reasonable and documented out-of-pocket costs, expenses or and disbursements of any kind or nature whatsoever, including reasonable and documented fees, disbursements and other charges of one primary external counsel, with respect to the negotiation, execution, delivery, enforcement, performance and administration of this Loan Agreement, the other Credit Loan Documents and any such other documents, including any of the foregoing relating to any Environmental Claim that relates to any Loan Party or any property owned or leased by any Loan Party, the violation of, noncompliance with or liability under, any Environmental Law by any Loan Party or any property owned or leased by any Loan Party or any actual or alleged presence of Hazardous Materials applicable to on any property owned or leased by any Loan Party or resulting from any Loan Party in connection with the operations of each Credit any Loan Party, Subsidiary of any of their respective Subsidiaries Loan Party or any of their Real Property (all the foregoing in this clause (e), collectively, the “Indemnified Liabilities”“); provided provided, however, that the Credit Loan Parties shall not have no obligation under this clause (e) to either Agent, any obligation hereunder to the AgentsLender, Arranger any other Secured Party, or any Lender nor Related Party of any of their Related Parties with respect to them, for Indemnified Liabilities arising from (iA) gross negligence or willful misconduct of the party to the extent that any such claimed Indemnified Liability is found in be indemnified, as determined by a final, non-appealable judgment by order of a court of competent jurisdiction to have resulted from or (xB) any claim resulting from one party to be indemnified against any other party to be indemnified and that does not involve an act or omission of the Agent’s, Arranger’sBorrower, any Lender’s, Guarantor or any of their Related Parties’ bad faith, gross negligence respective Subsidiaries or willful misconduct Affiliates or (yC) a material breach of such he Agent’s, Arranger’s, any Lender’s, or any of their Related Parties’ obligations hereunder or under any other Credit Loan Document or (ii) with respect to any dispute solely among or between the Agentsby such indemnified party, Arrangeras determined by a final, any Lender, or any non-appealable order of their Related Parties that does not arise out a court of any act or omission of any Credit Party or any its Subsidiariescompetent jurisdiction. The agreements in this Section 12.05 shall survive repayment of the Loans and all other amounts payable hereunder and the termination of this Loan Agreement. The indemnification provisions of this Section 12.05 shall not apply with respect to Taxes other than Taxes that represent losses, claims and damages arising from a non-Tax loss, claim or damage and Other Taxes. To the fullest extent permitted by Applicable Law, neither any Agent, Lender or Credit no Loan Party shall assert, and each Agent, Lender and Credit Loan Party hereby waives, any claim against any such Agent, any Lender, any other party Secured Party, and their respective the Related PartiesParties of each of them, on any theory of liability, for any general or consequential damages, or direct or indirect damages, in each case of any kind, and in each case whether special, indirectreliance, consequential punitive, compensatory, benefit of the bargain, “cover”, expectancy, exemplary, incidental, “lost profits”, or punitive similar or other damages (as opposed to direct including, but not limited to, damages resulting from loss of profits, revenue or business opportunity, business impact or anticipated savings) or multiples of damages, other than direct, foreseeable, actual out-of-pocket damages) , arising out of, in connection with, or as a result of, this Loan Agreement, any other Credit Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, the Loans any Loan or the use of the proceeds thereof. No Lender, Arrangerno Agent, Agent nor no other Secured Party, and no Related Party of any of their respective Related Parties them shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Loan Agreement or the other Credit Loan Documents or the transactions contemplated hereby or thereby, in the absence of the willful misconduct or gross negligence of such Person as determined by a final, non-appealable order of a court of competent jurisdiction.

Payment of Expenses and Taxes; Indemnification. Borrower agreesBorrowers jointly and severally agree, subject to the $1,000,000 aggregate expense cap set forth in Section 10.04 of the First Lien Agreement and the other terms and provisions thereof, (a) to pay or reimburse the Agents and Arranger Collateral Agent for all their reasonable of its out-of-pocket costs and expenses incurred in connection with due diligence in respect of the transactions contemplated by this Agreement, the development, preparation and execution of, and any amendment, supplement, supplement or modification to, this Agreement and the other Credit Documents, including in connection with an initial syndication, Transaction Documents and any other documents prepared in connection herewith or therewith, and the consummation, monitoring, oversight consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees, fees and disbursements and other charges of counsel retained byto Collateral Agent and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to Borrowers prior to the Effective Date (in the case of amounts to be paid on the Effective Date) and from time to time thereafter on a quarterly basis or for the benefit of, the Agentssuch other periodic basis as Collateral Agent shall deem appropriate, (b) to pay or reimburse each Lender Secured Party and the Agents Collateral Agent for all of their reasonable out-of-pocket respective costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Transaction Documents and any such other documents, or in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans, and including the reasonable fees, fees and disbursements of counsel (and other charges of counsel agents and professionals), to each Lender Secured Party and of counsel retained by or for the benefit of the Agentsto Collateral Agent, (c) to pay, indemnify, and hold each Secured Party and Collateral Agent harmless each Lender from and the Agents from against, any and all Other Taxesrecording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Credit Transaction Documents and any such other documents, and (d) to pay or reimburse pay, indemnify, and hold each Secured Party and Collateral Agent for all reasonable fees, costs and expenses incurred in exercising its rights under Section 8.16 and (e) to pay, indemnify and hold harmless each Lender, Arranger and the Agents and their respective Related Parties officers, directors, employees, Affiliates, agents and controlling persons (each, an “Indemnitee”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, and reasonable out-of-pocket costs, expenses or disbursements of any kind or nature whatsoever, including reasonable fees, disbursements and other charges of counsel, whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Credit Transaction Documents and any such other documents, including any of the foregoing relating to the use of proceeds of the note or the violation of, noncompliance with or liability under, any Environmental Law or any actual or alleged presence of Hazardous Materials environmental law applicable to the operations of each Credit Partythe Borrowers, any of their respective Subsidiaries subsidiaries or any of their Real Property the Collateral and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against the Borrowers under any Transaction Document (all the foregoing in this clause Clause (ed), collectively, collectively the “Indemnified Liabilities”); provided provided, that the Credit Parties no Borrower shall not have any obligation hereunder to the Agents, Arranger or any Lender nor any of their Related Parties Indemnitee with respect to Indemnified Liabilities (i) to the extent that any such claimed Indemnified Liability is Liabilities are found in by a final, non-appealable judgment by final and nonappealable decision of a court of competent jurisdiction to have resulted from (x) any of the Agent’s, Arranger’s, any Lender’s, or any of their Related Parties’ bad faith, gross negligence or willful misconduct or (y) a material breach of such he Agent’sIndemnitee. Without limiting the foregoing, Arranger’sand to the extent permitted by applicable law, any Lender’sthe Borrowers agree not to assert and to cause their respective subsidiaries not to assert, and hereby waive and agree to cause their respective subsidiaries to so waive, all rights for contribution or any other rights of their Related Parties’ obligations hereunder or under any other Credit Document or (ii) recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to environmental laws, that any dispute solely among of them might have by statute or between otherwise against any Indemnitee. Without limiting any provision of this Agreement or of any other Transaction Document, it is the Agentsexpress intention of the parties hereto that each Indemnitee shall be indemnified from and held harmless against any and all Indemnified Liabilities arising out of or resulting from the sole or contributory negligence of such Indemnitee. All amounts due under this Section 9.09 shall be payable promptly and in any event, Arranger, any Lendernot later than 10 days after written demand therefor. Statements payable by Borrowers pursuant to this Section 9.09 shall be submitted to Borrowers at the address of Borrowers set forth in Section 9.12, or any of their Related Parties that does not arise out of any act to such other Person or omission of any Credit Party or any its Subsidiariesaddress as may be hereafter designated by the Borrowers in a written notice to Collateral Agent. The agreements Agreements in this Section 12.05 9.09 shall survive repayment of the Loans First Lien Obligations and all other amounts payable hereunder and termination of this Agreement. The indemnification provisions of this Section 12.05 shall not apply with respect to Taxes other than Taxes that represent losses, claims and damages arising from a non-Tax loss, claim or damage and Other Taxes. To the fullest extent permitted by Applicable Law, neither any Agent, Lender or Credit Party shall assert, and each Agent, Lender and Credit Party hereby waives, any claim against any such other party and their respective Related Parties, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, the Loans or the use of the proceeds thereof. No Lender, Arranger, Agent nor any of their respective Related Parties shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or therebyhereunder.