Common use of Payment of Expenses, Indemnities, etc Clause in Contracts

Payment of Expenses, Indemnities, etc. (a) The Borrowers jointly and severally agree: (i) whether or not the transactions hereby contemplated are consummated, to pay all reasonable out-of-pocket expenses of the Agents and the Arrangers in the administration (both before and after the execution hereof and including advice of counsel as to the rights and duties of the Agents and the Lenders with respect thereto) of, and in connection with the negotiation, syndication, investigation, preparation, execution and delivery of, recording or filing of, preservation of rights under, enforcement (including in connection with any workout, restructuring or similar negotiation) of, and refinancing, renegotiation or restructuring of, the Loan Documents and any amendment, waiver or consent relating thereto (including, without limitation, travel, photocopy, mailing, courier, telephone and other similar expenses of the Agents, the cost of environmental audits, surveys and appraisals conducted pursuant to this Agreement, the reasonable fees and disbursements of one special counsel and not more than one local counsel in each applicable jurisdiction for the Agents (plus one additional special and local counsel of each type should their exist a conflict of interest or differing claims or defenses) and, in the case of enforcement, the reasonable fees and disbursements of counsel for the Agents and any of the Lenders and other outside consultants); and promptly reimburse the Agents for all amounts expended, advanced or incurred by the Agents or the Lenders to satisfy any obligation of the Borrowers under this Agreement or any Security Instrument, including without limitation all costs and expenses of foreclosure; (ii) TO INDEMNIFY THE AGENTS AND EACH LENDER AND EACH OF THEIR AFFILIATES AND EACH OF THEIR OFFICERS, DIRECTORS, TRUSTEES, EMPLOYEES, REPRESENTATIVES, AGENTS, ATTORNEYS, ACCOUNTANTS, PARTNERS AND EXPERTS (“INDEMNIFIED PARTIES”) FROM, HOLD EACH OF THEM HARMLESS AGAINST AND PROMPTLY UPON DEMAND PAY OR REIMBURSE EACH OF THEM FOR, THE INDEMNITY MATTERS WHICH MAY BE INCURRED BY OR ASSERTED AGAINST OR INVOLVE ANY OF THEM (WHETHER OR NOT ANY OF THEM IS DESIGNATED A PARTY THERETO AND WHETHER OR NOT ASSERTED BY ANY THIRD PARTY OR A LOAN PARTY) AS A RESULT OF, ARISING OUT OF OR IN ANY WAY RELATED TO (I) ANY ACTUAL OR PROPOSED USE BY THE BORROWERS OF THE PROCEEDS OF ANY OF THE LOANS OR LETTERS OF CREDIT, (II) THE EXECUTION, DELIVERY AND PERFORMANCE OF THE LOAN DOCUMENTS, (III) THE OPERATIONS OF THE BUSINESS OF HOLDINGS AND ITS SUBSIDIARIES, (IV) THE FAILURE OF ANY LOAN PARTY TO COMPLY WITH THE TERMS OF ANY LOAN DOCUMENT, OR WITH ANY GOVERNMENTAL REQUIREMENT, (V) ANY INACCURACY OF ANY REPRESENTATION OR ANY BREACH OF ANY WARRANTY OF ANY LOAN PARTY SET FORTH IN ANY OF THE LOAN DOCUMENTS, (VI) THE ISSUANCE, EXECUTION AND DELIVERY OR TRANSFER OF OR PAYMENT OR FAILURE TO PAY UNDER ANY LETTER OF CREDIT, OR (VII) THE PAYMENT OF A DRAWING UNDER ANY LETTER OF CREDIT NOTWITHSTANDING THE NON-COMPLIANCE, NON-DELIVERY OR OTHER IMPROPER PRESENTATION OF THE MANUALLY EXECUTED DRAFT(S) AND CERTIFICATION(S), (VIII) ANY ASSERTION THAT THE LENDERS WERE NOT ENTITLED TO RECEIVE THE PROCEEDS RECEIVED PURSUANT TO THE SECURITY INSTRUMENTS OR (IX) ANY OTHER ASPECT OF THE LOAN DOCUMENTS, INCLUDING, WITHOUT LIMITATION THE REASONABLE FEES AND DISBURSEMENTS OF COUNSEL AND ALL OTHER EXPENSES INCURRED IN CONNECTION WITH INVESTIGATING, DEFENDING OR PREPARING TO DEFEND ANY SUCH ACTION, SUIT, PROCEEDING (INCLUDING ANY INVESTIGATIONS, LITIGATION OR INQUIRIES) OR CLAIM AND INCLUDING ALL INDEMNITY MATTERS ARISING BY REASON OF THE ORDINARY NEGLIGENCE OF ANY INDEMNIFIED PARTY, EXCEPT TO THE EXTENT ARISING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT ON THE PART OF SUCH INDEMNIFIED PARTY AS DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENT; AND (iii) TO INDEMNIFY AND HOLD HARMLESS FROM TIME TO TIME THE INDEMNIFIED PARTIES FROM AND AGAINST ANY AND ALL ACTUAL LOSSES, CLAIMS, COST RECOVERY ACTIONS, ADMINISTRATIVE ORDERS OR PROCEEDINGS, DAMAGES AND LIABILITIES TO WHICH ANY SUCH PERSON MAY BECOME SUBJECT (I) UNDER ANY ENVIRONMENTAL LAW APPLICABLE TO HOLDINGS OR ANY SUBSIDIARY OR ANY OF THEIR PROPERTIES, INCLUDING WITHOUT LIMITATION THE TREATMENT OR DISPOSAL OR OTHER RELEASE OF HAZARDOUS MATERIALS ON, AT, UNDER OR FROM ANY OF THEIR PROPERTIES, (II) AS A RESULT OF THE BREACH OR NON-COMPLIANCE BY ANY COMPANY WITH ANY ENVIRONMENTAL LAW APPLICABLE TO SUCH COMPANY, (III) DUE TO PAST OWNERSHIP BY ANY COMPANY OF ANY OF THEIR PROPERTIES OR PAST ACTIVITY ON ANY OF THEIR PROPERTIES WHICH, THOUGH LAWFUL AND FULLY PERMISSIBLE AT THE TIME, COULD RESULT IN PRESENT LIABILITY, (IV) THE PRESENCE, USE, RELEASE, STORAGE, TREATMENT OR DISPOSAL OF HAZARDOUS MATERIALS ON, AT, UNDER OR FROM ANY OF THE PROPERTIES OWNED OR OPERATED BY HOLDINGS OR ANY SUBSIDIARY, OR (V) ANY OTHER ENVIRONMENTAL, HEALTH OR SAFETY CONDITION RELATING TO ANY COMPANY; PROVIDED, HOWEVER, NO INDEMNITY SHALL BE AFFORDED UNDER THIS SECTION 12.03(a)(iii) IN RESPECT OF ANY PROPERTY OR ANY OCCURRENCE TO THE EXTENT RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL ACTS OF AN AGENT OR ANY LENDER AS DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENT WHETHER DURING THE PERIOD AFTER WHICH SUCH PERSON, ITS SUCCESSORS OR ASSIGNS SHALL HAVE OBTAINED POSSESSION OF SUCH PROPERTY (WHETHER BY FORECLOSURE OR DEED IN LIEU OF FORECLOSURE, AS MORTGAGEE-IN-POSSESSION OR OTHERWISE) OR OTHERWISE. (b) In the case of any indemnification hereunder, the applicable Agent or Lender, as appropriate shall give notice to the Parent Borrower of any such claim or demand being made against the Indemnified Party and the Borrowers shall have the non‑exclusive right to join in the defense against any such claim or demand; provided that, if the Borrowers provide a defense, the Indemnified Party shall bear its own cost of other defense unless there is a conflict between the Borrowers and such Indemnified Party. (c) THE FOREGOING INDEMNITIES SHALL EXTEND TO THE INDEMNIFIED PARTIES NOTWITHSTANDING THE SOLE OR CONCURRENT NEGLIGENCE OF EVERY KIND OR CHARACTER WHATSOEVER, WHETHER ACTIVE OR PASSIVE, WHETHER AN AFFIRMATIVE ACT OR AN OMISSION, INCLUDING WITHOUT LIMITATION, ALL TYPES OF NEGLIGENT CONDUCT IDENTIFIED IN THE RESTATEMENT (SECOND) OF TORTS OF ONE OR MORE OF THE INDEMNIFIED PARTIES OR BY REASON OF STRICT LIABILITY IMPOSED WITHOUT FAULT ON ANY ONE OR MORE OF THE INDEMNIFIED PARTIES. TO THE EXTENT THAT AN INDEMNIFIED PARTY IS FOUND TO HAVE COMMITTED AN ACT OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENT, THIS CONTRACTUAL OBLIGATION OF INDEMNIFICATION SHALL CONTINUE BUT SHALL ONLY EXTEND TO THE PORTION OF THE CLAIM THAT IS DEEMED TO HAVE OCCURRED BY REASON OF EVENTS OTHER THAN THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE INDEMNIFIED PARTY. (d) Each Borrower’s obligations under this Section 12.03 shall survive any termination of this Agreement and the payment of the Loans and shall continue thereafter in full force and effect. (e) The Borrowers shall pay any amounts due under this Section 12.03 within thirty (30) days of the receipt by the Parent Borrower of notice of the amount due. (f) To the fullest extent permitted by applicable Governmental Requirements, no party hereto shall assert, and each party hereto hereby waives, any claim against any other party hereto, 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 Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnified Party referred to in clause (b) above 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 Loan Documents or the transactions contemplated hereby or thereby.

Payment of Expenses, Indemnities, etc. (a) The Borrowers jointly and severally agreeBorrower agrees: (i) whether or not the transactions hereby contemplated are consummated, to pay all reasonable out-of-pocket expenses of the Agents and the Arrangers Administrative Agent in the administration (both before and after the execution hereof and including reasonable fees and related expenses for advice of counsel for Administrative Agent as to the rights and duties of the Agents Administrative Agent and the Lenders with respect thereto) of, and in connection with the negotiation, syndication, investigation, preparation, execution and delivery of, recording or filing of, preservation of rights under, enforcement (including in connection with any workout, restructuring or similar negotiation) of, and refinancing, renegotiation or restructuring of, the Loan Documents and any amendment, waiver or consent relating thereto (including, without limitation, travel, photocopy, mailing, courier, telephone and other similar expenses of the AgentsAdministrative Agent, the cost of environmental auditsaudits (including those conducted in connection with the Second Lien Financing) not to exceed $50,000 per fiscal year unless any audit discloses environmental problems that in any Agent’s reasonable determination requires additional study, in which case the $50,000 cap shall not apply, surveys and appraisals conducted pursuant to this Agreementat reasonable intervals, the reasonable fees and disbursements of one special counsel and not more than one local counsel in each applicable jurisdiction other outside consultants for the Agents (plus one additional special and local counsel of each type should their exist a conflict of interest or differing claims or defenses) any Agent and, in the case of enforcementworkout or enforcement after an Event of Default, the reasonable fees and disbursements of counsel for the Agents any Agent and any of the Lenders and other outside consultantsLenders); and promptly reimburse the Agents Administrative Agent for all amounts expended, advanced or incurred by the Agents Administrative Agent or the Lenders to satisfy any obligation of the Borrowers Borrower under this Agreement or any Security Instrumentother Loan Document, including without limitation limitation, all costs and expenses of foreclosure; (ii) TO INDEMNIFY THE AGENTS AND EACH LENDER AND EACH OF THEIR AFFILIATES AND EACH OF THEIR OFFICERS, DIRECTORS, TRUSTEES, EMPLOYEES, REPRESENTATIVES, AGENTS, ATTORNEYS, ACCOUNTANTS, PARTNERS AND EXPERTS to indemnify Administrative Agent and each Lender and each of their Affiliates and each of their Related Parties (“INDEMNIFIED PARTIESIndemnified Parties”) FROMfrom, HOLD EACH OF THEM HARMLESS AGAINST AND PROMPTLY UPON DEMAND PAY OR REIMBURSE EACH OF THEM FORhold each of them harmless against and promptly upon demand pay or reimburse each of them for, THE INDEMNITY MATTERS WHICH MAY BE INCURRED BY OR ASSERTED AGAINST OR INVOLVE ANY OF THEM the Indemnity Matters which may be incurred by or asserted against or involve any of them (WHETHER OR NOT ANY OF THEM IS DESIGNATED A PARTY THERETO AND WHETHER OR NOT ASSERTED BY ANY THIRD PARTY OR A LOAN PARTYwhether or not any of them is designated a party thereto) AS A RESULT OFas a result of, ARISING OUT OF OR IN ANY WAY RELATED TO arising out of or in any way related to (Ii) ANY ACTUAL OR PROPOSED USE BY THE BORROWERS OF THE PROCEEDS OF ANY OF THE LOANS OR LETTERS OF CREDITany actual or proposed use by the Borrower of the proceeds of the Loans or Letters of Credit, (IIii) THE EXECUTIONthe execution, DELIVERY AND PERFORMANCE OF THE LOAN DOCUMENTSdelivery and performance of the Loan Documents, (IIIiii) THE OPERATIONS OF THE BUSINESS OF HOLDINGS AND ITS SUBSIDIARIESthe operations of the business of the Borrower and its Subsidiaries, (IViv) THE FAILURE OF ANY LOAN PARTY TO COMPLY WITH THE TERMS OF ANY LOAN DOCUMENTthe failure of the Borrower or any Subsidiary to comply with the terms of any Loan Document or this Agreement, OR WITH ANY GOVERNMENTAL REQUIREMENTor with any Governmental Requirement, (Vv) ANY INACCURACY OF ANY REPRESENTATION OR ANY BREACH OF ANY WARRANTY OF ANY LOAN PARTY SET FORTH IN ANY OF THE LOAN DOCUMENTSany inaccuracy of any representation or any breach of any warranty of the Borrower or any Guarantor set forth in any of the Loan Documents, (VIvi) THE ISSUANCEthe issuance, EXECUTION AND DELIVERY OR TRANSFER OF OR PAYMENT OR FAILURE TO PAY UNDER ANY LETTER OF CREDITexecution and delivery or transfer of or payment or failure to pay under any Letter of Credit, OR except any failure to pay in accordance with the terms thereof, or (VIIvii) THE PAYMENT OF A DRAWING UNDER ANY LETTER OF CREDIT NOTWITHSTANDING THE NONthe payment of a drawing under any Letter of Credit notwithstanding the non-COMPLIANCEcompliance, NONnon-DELIVERY OR OTHER IMPROPER PRESENTATION OF THE MANUALLY EXECUTED DRAFT(Sdelivery or other improper presentation of the manually executed draft(s) AND CERTIFICATION(S)and certification(s) if such documents are sufficient on their face, (VIIIviii) ANY ASSERTION THAT THE LENDERS WERE NOT ENTITLED TO RECEIVE THE PROCEEDS RECEIVED PURSUANT TO THE SECURITY INSTRUMENTS OR any assertion that the Lenders were not entitled to receive the proceeds received pursuant to the Loan Documents or (IXix) ANY OTHER ASPECT OF THE LOAN DOCUMENTSany other aspect of the Loan Documents, INCLUDINGincluding, WITHOUT LIMITATION THE REASONABLE FEES AND DISBURSEMENTS OF COUNSEL AND ALL OTHER EXPENSES INCURRED IN CONNECTION WITH INVESTIGATINGwithout limitation, DEFENDING OR PREPARING TO DEFEND ANY SUCH ACTIONthe reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, SUITdefending or preparing to defend any such action, PROCEEDING suit, proceeding (INCLUDING ANY INVESTIGATIONSincluding any investigations, LITIGATION OR INQUIRIESlitigation or inquiries) OR CLAIM AND INCLUDING ALL INDEMNITY MATTERS ARISING BY REASON OF THE ORDINARY NEGLIGENCE OF ANY INDEMNIFIED PARTYor claim and including all Indemnity Matters arising by reason of the ordinary negligence of any Indemnified Party, EXCEPT TO THE EXTENT ARISING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT ON THE PART OF SUCH INDEMNIFIED PARTY AS DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENTbut excluding all Indemnity Matters arising solely by reason of claims between the Lenders or any Lender and any Agent or a Lender’s shareholders against an Agent or Lender or by reason of the gross negligence or willful misconduct on the part of any Indemnified Party; ANDand (iii) TO INDEMNIFY AND HOLD HARMLESS FROM TIME TO TIME THE INDEMNIFIED PARTIES FROM AND AGAINST ANY AND ALL ACTUAL LOSSESto indemnify and hold harmless from time to time the Indemnified Parties from and against any and all losses, CLAIMSclaims, COST RECOVERY ACTIONScost recovery actions, ADMINISTRATIVE ORDERS OR PROCEEDINGSadministrative orders or proceedings, DAMAGES AND LIABILITIES TO WHICH ANY SUCH PERSON MAY BECOME SUBJECT damages and liabilities to which any such Person may become subject (Ii) UNDER ANY ENVIRONMENTAL LAW APPLICABLE TO HOLDINGS OR ANY SUBSIDIARY OR ANY OF THEIR PROPERTIESunder any Environmental Law applicable to the Borrower or any Subsidiary or any of their Properties, INCLUDING WITHOUT LIMITATION THE TREATMENT OR DISPOSAL OR OTHER RELEASE OF HAZARDOUS MATERIALS ONincluding without limitation, AT, UNDER OR FROM ANY OF THEIR PROPERTIESthe treatment or disposal of hazardous substances on any of their Properties, (IIii) AS A RESULT OF THE BREACH OR NONas a result of the breach or non-COMPLIANCE BY ANY COMPANY WITH ANY ENVIRONMENTAL LAW APPLICABLE TO SUCH COMPANYcompliance by the Borrower or any Subsidiary with any Environmental Law applicable to the Borrower or any Subsidiary, (IIIiii) DUE TO PAST OWNERSHIP BY ANY COMPANY OF ANY OF THEIR PROPERTIES OR PAST ACTIVITY ON ANY OF THEIR PROPERTIES WHICHdue to past ownership by the Borrower or any Subsidiary of any of their Properties or past activity on any of their Properties which, THOUGH LAWFUL AND FULLY PERMISSIBLE AT THE TIMEthough lawful and fully permissible at the time, COULD RESULT IN PRESENT LIABILITYcould result in present liability, (IViv) THE PRESENCEthe presence, USEuse, RELEASErelease, STORAGEstorage, TREATMENT OR DISPOSAL OF HAZARDOUS MATERIALS ONtreatment or disposal of hazardous substances on or at any of the Properties owned or operated by the Borrower or any Subsidiary, ATor (v) any other environmental, UNDER OR FROM ANY OF THE PROPERTIES OWNED OR OPERATED BY HOLDINGS OR ANY SUBSIDIARYhealth or safety condition in connection with the Loan Documents; provided, OR (V) ANY OTHER ENVIRONMENTALhowever, HEALTH OR SAFETY CONDITION RELATING TO ANY COMPANY; PROVIDED, HOWEVER, NO INDEMNITY SHALL BE AFFORDED UNDER THIS SECTION no indemnity or hold harmless protection shall be afforded under this Section 12.03(a)(iii) IN RESPECT OF ANY PROPERTY OR ANY OCCURRENCE TO THE EXTENT RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL ACTS OF AN AGENT OR ANY LENDER AS DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENT WHETHER DURING THE PERIOD AFTER WHICH SUCH PERSONin respect of any Property for any occurrence arising from the acts or omissions of any Agent or any Lender during the period after which such Person, ITS SUCCESSORS OR ASSIGNS SHALL HAVE OBTAINED POSSESSION OF SUCH PROPERTY its successors or assigns shall have obtained possession of such Property (WHETHER BY FORECLOSURE OR DEED IN LIEU OF FORECLOSUREwhether by foreclosure or deed in lieu of foreclosure, AS MORTGAGEEas mortgagee-INin-POSSESSION OR OTHERWISE) OR OTHERWISEpossession or otherwise). (b) No Indemnified Party may settle any claim to be indemnified without the consent of the indemnitor, such consent not to be unreasonably withheld; provided, that the indemnitor may not reasonably withhold consent to any settlement that an Indemnified Party proposes, if the indemnitor does not have the financial ability to pay all its obligations outstanding and asserted against the indemnitor at that time, including the maximum potential claims against the Indemnified Party to be indemnified pursuant to this Section 12.03. (c) In the case of any indemnification hereunder, the applicable any Agent or Lender, as appropriate shall give notice to the Parent Borrower of any such claim or demand being made against the Indemnified Party and the Borrowers Borrower shall have the non‑exclusive non-exclusive right to join in the defense against any such claim or demand; demand provided that, that if the Borrowers provide Borrower provides a defense, the Indemnified Party shall bear its own cost of other defense unless there is a conflict between the Borrowers Borrower and such Indemnified Party. (cd) THE FOREGOING INDEMNITIES SHALL EXTEND TO THE INDEMNIFIED PARTIES NOTWITHSTANDING THE SOLE OR CONCURRENT NEGLIGENCE OF EVERY KIND OR CHARACTER WHATSOEVERExcept as expressly provided in the proviso to Section 12.03(a)(iii) above, WHETHER ACTIVE OR PASSIVEthe foregoing indemnities shall extend to the Indemnified Parties notwithstanding the sole or concurrent negligence of every kind or character whatsoever, WHETHER AN AFFIRMATIVE ACT OR AN OMISSIONwhether active or passive, INCLUDING WITHOUT LIMITATIONwhether an affirmative act or an omission, ALL TYPES OF NEGLIGENT CONDUCT IDENTIFIED IN THE RESTATEMENT including without limitation, all types of negligent conduct identified in the restatement (SECONDsecond) OF TORTS OF ONE OR MORE OF THE INDEMNIFIED PARTIES OR BY REASON OF STRICT LIABILITY IMPOSED WITHOUT FAULT ON ANY ONE OR MORE OF THE INDEMNIFIED PARTIESof torts of one or more of the Indemnified Parties or by reason of strict liability imposed without fault on any one or more of the Indemnified Parties. TO THE EXTENT THAT AN INDEMNIFIED PARTY IS FOUND TO HAVE COMMITTED AN ACT OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENTTo the extent that an Indemnified Party is found to have committed an act of gross negligence or willful misconduct, THIS CONTRACTUAL OBLIGATION OF INDEMNIFICATION SHALL CONTINUE BUT SHALL ONLY EXTEND TO THE PORTION OF THE CLAIM THAT IS DEEMED TO HAVE OCCURRED BY REASON OF EVENTS OTHER THAN THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE INDEMNIFIED PARTYthis contractual obligation of indemnification shall continue but shall only extend to the portion of the claim that is deemed to have occurred by reason of events other than the gross negligence or willful misconduct of the Indemnified Party. (de) Each The Borrower’s obligations under this Section 12.03 shall survive any termination of this Agreement and the payment of the Loans Obligations and shall continue thereafter in full force and effect. (ef) The Borrowers Borrower shall pay any amounts due under this Section 12.03 within thirty (30) 30 days of the receipt by the Parent Borrower of notice of the amount due. (f) To the fullest extent permitted by applicable Governmental Requirements, no party hereto shall assert, and each party hereto hereby waives, any claim against any other party hereto, 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 Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnified Party referred to in clause (b) above 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 Loan Documents or the transactions contemplated hereby or thereby.

Payment of Expenses, Indemnities, etc. (a) The Borrowers jointly and severally agreeBorrower agrees to: (ia) whether or not the transactions hereby contemplated are consummated, to consummated (i) pay all reasonable out-of-pocket expenses of the Agents Administrative Agent and the Arrangers Lenders in the administration (both before and after the execution hereof and including advice of counsel as to the rights and duties of the Agents Administrative Agent and the Lenders with respect thereto) of, and in connection with the negotiation, syndication, investigation, preparation, execution and delivery of, recording or filing of, preservation of rights under, enforcement (including in connection with any workout, restructuring or similar negotiation) of, and refinancing, renegotiation or restructuring of, this Agreement, the Notes (including rating the Notes in connection with the Securitization contemplated in Section 9.14, provided that such expenses related to the rating of the Notes shall not exceed $10,000 per year or a total aggregate amount of $15,000) and the other Loan Documents and any amendment, waiver or consent relating thereto (including, without limitation, travel, photocopy, mailing, courier, telephone and other similar expenses of the Agents, the cost of environmental audits, surveys and appraisals conducted pursuant to this Agreement, the reasonable fees and disbursements of one special counsel and not more than one local counsel in each applicable jurisdiction for the Agents (plus one additional special and local counsel of each type should their exist a conflict of interest or differing claims or defenses) and, in the case of enforcement, the reasonable fees and disbursements of counsel for the Agents Administrative Agent and any the Lenders); (ii) prior to an Event of Default, pay all fees and expenses of the Lenders Lenders’ collateral field examiner as agreed between the Borrower and other outside consultants)such examiner and, after an Event of Default, all fees and expenses incurred by the collateral field examiner in connection with services directed by the Administrative Agent and the Lenders; and (iii) promptly reimburse the Agents Administrative Agent and the Lenders for all reasonable amounts expended, advanced or incurred by the Agents or the Lenders to satisfy any obligation of the Borrowers any Loan Party under this Agreement or any Security InstrumentInstrument or provide advances against such expenses as the Administrative Agent may reasonably request, including without limitation all costs and expenses of foreclosure;less $25,000 previously paid to the Administrative Agent. (iib) TO INDEMNIFY THE AGENTS AND ADMINISTRATIVE AGENT, EACH LENDER AND EACH OF THEIR AFFILIATES AND EACH OF THEIR LENDER, ITS OFFICERS, DIRECTORS, TRUSTEES, EMPLOYEES, REPRESENTATIVES, AGENTS, ATTORNEYS, ACCOUNTANTS, PARTNERS AGENTS AND EXPERTS AFFILIATES (EACH SUCH PERSON BEING CALLED AN “INDEMNIFIED PARTIESPARTY”) AGAINST, AND HOLD EACH INDEMNITEE HARMLESS FROM, HOLD EACH ANY AND ALL LOSSES, CLAIMS, DAMAGES, LIABILITIES AND RELATED EXPENSES, INCLUDING THE FEES, CHARGES AND DISBURSEMENTS OF THEM HARMLESS AGAINST AND PROMPTLY UPON DEMAND PAY OR REIMBURSE EACH OF THEM FORANY COUNSEL FOR ANY INDEMNIFIED PARTY, THE INDEMNITY MATTERS WHICH MAY BE INCURRED BY OR ASSERTED AGAINST ANY INDEMNIFIED PARTY ARISING OUT OF, IN CONNECTION WITH, OR INVOLVE ANY OF THEM (WHETHER OR NOT ANY OF THEM IS DESIGNATED A PARTY THERETO AND WHETHER OR NOT ASSERTED BY ANY THIRD PARTY OR A LOAN PARTY) AS A RESULT OFOF (i) THE EXECUTION OR DELIVERY OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY OR THEREBY, ARISING OUT OF OR IN ANY WAY RELATED TO (I) ANY ACTUAL OR PROPOSED USE THE PERFORMANCE BY THE BORROWERS PARTIES HERETO OR THE PARTIES TO ANY OTHER LOAN DOCUMENT OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER OR THEREUNDER OR THE CONSUMMATION OF THE PROCEEDS OF TRANSACTIONS CONTEMPLATED HEREBY OR BY ANY OF THE LOANS OR LETTERS OF CREDITOTHER LOAN DOCUMENT, (II) THE EXECUTION, DELIVERY AND PERFORMANCE OF THE LOAN DOCUMENTS, (III) THE OPERATIONS OF THE BUSINESS OF HOLDINGS AND ITS SUBSIDIARIES, (IVii) THE FAILURE OF ANY LOAN PARTY TO COMPLY WITH THE TERMS OF ANY LOAN DOCUMENT, INCLUDING THIS AGREEMENT, OR WITH ANY GOVERNMENTAL REQUIREMENT, (Viii) ANY INACCURACY OF ANY REPRESENTATION OR ANY BREACH OF ANY WARRANTY OR COVENANT OF THE BORROWER OR ANY LOAN PARTY GUARANTOR SET FORTH IN ANY OF THE LOAN DOCUMENTS OR ANY INSTRUMENTS, DOCUMENTS OR CERTIFICATIONS DELIVERED IN CONNECTION THEREWITH, (iv) THE LOANS OR THE USE OF THE PROCEEDS THEREFROM, (v) ANY OTHER ASPECT OF THE LOAN DOCUMENTS, (VIvi) THE ISSUANCE, EXECUTION AND DELIVERY OR TRANSFER OF OR PAYMENT OR FAILURE TO PAY UNDER ANY LETTER OF CREDIT, OR (VII) THE PAYMENT OF A DRAWING UNDER ANY LETTER OF CREDIT NOTWITHSTANDING THE NON-COMPLIANCE, NON-DELIVERY OR OTHER IMPROPER PRESENTATION OPERATIONS OF THE MANUALLY EXECUTED DRAFT(S) AND CERTIFICATION(S)BUSINESS OF ANY LOAN PARTY BY EACH SUCH PERSON, (VIIIvii) ANY ASSERTION THAT THE LENDERS WERE NOT ENTITLED TO RECEIVE THE PROCEEDS RECEIVED PURSUANT TO THE SECURITY INSTRUMENTS OR (IX) ANY OTHER ASPECT OF THE LOAN DOCUMENTS, INCLUDING, WITHOUT LIMITATION THE REASONABLE FEES AND DISBURSEMENTS OF COUNSEL AND ALL OTHER EXPENSES INCURRED IN CONNECTION WITH INVESTIGATING, DEFENDING OR PREPARING TO DEFEND ANY SUCH ACTION, SUIT, PROCEEDING (INCLUDING ANY INVESTIGATIONS, LITIGATION OR INQUIRIESviii) OR CLAIM AND INCLUDING ALL INDEMNITY MATTERS ARISING BY REASON OF THE ORDINARY NEGLIGENCE OF ANY INDEMNIFIED PARTY, EXCEPT TO THE EXTENT ARISING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT ON THE PART OF SUCH INDEMNIFIED PARTY AS DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENT; AND (iii) TO INDEMNIFY AND HOLD HARMLESS FROM TIME TO TIME THE INDEMNIFIED PARTIES FROM AND AGAINST ANY AND ALL ACTUAL LOSSES, CLAIMS, COST RECOVERY ACTIONS, ADMINISTRATIVE ORDERS OR PROCEEDINGS, DAMAGES AND LIABILITIES TO WHICH ANY SUCH PERSON MAY BECOME SUBJECT (I) UNDER ANY ENVIRONMENTAL LAW APPLICABLE TO HOLDINGS OR ANY SUBSIDIARY LOAN PARTY OR ANY OF THEIR PROPERTIES, INCLUDING WITHOUT LIMITATION LIMITATION, THE TREATMENT OR PRESENCE, GENERATION, STORAGE, RELEASE, THREATENED RELEASE, USE, TRANSPORT, DISPOSAL, ARRANGEMENT OF DISPOSAL OR OTHER RELEASE TREATMENT OF OIL, OIL AND GAS WASTES, SOLID WASTES OR HAZARDOUS MATERIALS ON, AT, UNDER OR FROM SUBSTANCES ON ANY OF THEIR PROPERTIES, (IIix) AS A RESULT OF THE BREACH OR NON-COMPLIANCE BY ANY COMPANY LOAN PARTY WITH ANY ENVIRONMENTAL LAW APPLICABLE TO SUCH COMPANYANY LOAN PARTY, (IIIx) DUE TO THE PAST OWNERSHIP BY ANY COMPANY LOAN PARTY OF ANY OF THEIR PROPERTIES OR PAST ACTIVITY ON ANY OF THEIR PROPERTIES WHICH, THOUGH LAWFUL AND FULLY PERMISSIBLE AT THE TIME, COULD RESULT IN PRESENT LIABILITY, (IVxi) THE PRESENCE, USE, RELEASE, STORAGE, TREATMENT TREATMENT, DISPOSAL, GENERATION, THREATENED RELEASE, TRANSPORT, ARRANGEMENT FOR TRANSPORT OR ARRANGEMENT FOR DISPOSAL OF OIL, OIL AND GAS WASTES, SOLID WASTES OR HAZARDOUS MATERIALS ON, AT, UNDER SUBSTANCES ON OR FROM AT ANY OF THE PROPERTIES OWNED OR OPERATED BY HOLDINGS ANY LOAN PARTY OR ANY SUBSIDIARYOF ITS SUBSIDIARIES OR ANY ACTUAL OR ALLEGED PRESENCE OR RELEASE OF HAZARDOUS MATERIALS ON OR FROM ANY PROPERTY OWNED OR OPERATED BY ANY LOAN PARTY OR ANY OF ITS SUBSIDIARIES, (xii) ANY ENVIRONMENTAL LIABILITY RELATED IN ANY WAY TO ANY LOAN PARTY OR ANY OF ITS SUBSIDIARIES, OR (Vxiii) ANY OTHER ENVIRONMENTAL, HEALTH OR SAFETY CONDITION IN CONNECTION WITH THE LOANS DOCUMENTS, OR (xiv) ANY ACTUAL OR PROSPECTIVE CLAIM, LITIGATION, INVESTIGATION OR PROCEEDING RELATING TO ANY COMPANY; PROVIDEDOF THE FOREGOING, HOWEVERWHETHER BASED ON CONTRACT, NO INDEMNITY SHALL BE AFFORDED UNDER THIS SECTION 12.03(a)(iii) IN RESPECT OF ANY PROPERTY TORT OR ANY OCCURRENCE TO THE EXTENT RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL ACTS OTHER THEORY AND REGARDLESS OF AN AGENT OR WHETHER ANY LENDER AS DETERMINED BY INDEMNIFIED PARTY IS A COURT OF COMPETENT JURISDICTION BY FINAL PARTY THERETO, AND NONAPPEALABLE JUDGMENT WHETHER DURING THE PERIOD AFTER WHICH SUCH PERSON, ITS SUCCESSORS OR ASSIGNS SHALL HAVE OBTAINED POSSESSION OF SUCH PROPERTY (WHETHER BY FORECLOSURE OR DEED IN LIEU OF FORECLOSURE, AS MORTGAGEE-IN-POSSESSION OR OTHERWISE) OR OTHERWISE. (b) In the case of any indemnification hereunder, the applicable Agent or Lender, as appropriate shall give notice to the Parent Borrower of any such claim or demand being made against the Indemnified Party and the Borrowers shall have the non‑exclusive right to join in the defense against any such claim or demand; provided that, if the Borrowers provide a defense, the Indemnified Party shall bear its own cost of other defense unless there is a conflict between the Borrowers and such Indemnified Party. (c) THE FOREGOING INDEMNITIES INDEMNITY SHALL EXTEND TO THE EACH INDEMNIFIED PARTIES PARTY NOTWITHSTANDING THE SOLE OR CONCURRENT NEGLIGENCE OF EVERY KIND OR CHARACTER WHATSOEVER, WHETHER ACTIVE OR PASSIVE, WHETHER AN AFFIRMATIVE ACT OR AN OMISSION, INCLUDING WITHOUT LIMITATION, ALL TYPES OF NEGLIGENT CONDUCT IDENTIFIED IN THE RESTATEMENT (SECOND) OF TORTS OF ONE OR MORE OF THE INDEMNIFIED PARTIES OR BY REASON OF STRICT LIABILITY IMPOSED WITHOUT FAULT ON ANY ONE OR MORE OF THE INDEMNIFIED PARTIES. ; PROVIDED THAT SUCH INDEMNITY SHALL NOT, AS TO ANY INDEMNITEE, BE AVAILABLE TO THE EXTENT THAT AN INDEMNIFIED PARTY IS FOUND TO HAVE COMMITTED AN ACT OF GROSS NEGLIGENCE SUCH LOSSES, CLAIMS, DAMAGES, LIABILITIES OR WILLFUL MISCONDUCT AS RELATED EXPENSES ARE DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENT, THIS CONTRACTUAL OBLIGATION OF INDEMNIFICATION SHALL CONTINUE BUT SHALL ONLY EXTEND TO THE PORTION OF THE CLAIM THAT IS DEEMED JUDGMENT TO HAVE OCCURRED BY REASON OF EVENTS OTHER THAN RESULTED FROM THE GROSS NEGLIGENCE OR WILLFUL WILFUL MISCONDUCT OF THE SUCH INDEMNIFIED PARTY. THE BORROWER’S OBLIGATIONS UNDER THIS SECTION 9.03 SHALL SURVIVE ANY TERMINATION OF THIS AGREEMENT AND THE PAYMENT OF THE NOTES. (d) Each Borrower’s obligations under this Section 12.03 shall survive any termination of this Agreement and the payment of the Loans and shall continue thereafter in full force and effect. (e) The Borrowers shall pay any amounts due under this Section 12.03 within thirty (30) days of the receipt by the Parent Borrower of notice of the amount due. (f) To the fullest extent permitted by applicable Governmental Requirements, no party hereto shall assert, and each party hereto hereby waives, any claim against any other party hereto, 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 Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnified Party referred to in clause (b) above 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 Loan Documents or the transactions contemplated hereby or thereby.

Payment of Expenses, Indemnities, etc. The Issuer agrees: (a) The Borrowers jointly and severally agree: (i) whether or not the transactions hereby contemplated are consummated, to pay all reasonable out-of-pocket expenses of the Agents and the Arrangers Trustees in the administration (both before and after the execution hereof and including advice of counsel as to the rights and duties of the Agents Trustees and the Lenders Note Holders with respect thereto) of, and in connection with the negotiation, syndication, investigation, preparation, execution and delivery of, recording or filing of, preservation of rights under, enforcement (including in connection with any workout, restructuring or similar negotiation) of, and refinancing, renegotiation or restructuring of, the Loan Documents any Project Document and any proposed amendment, waiver or consent consent, whether or not adopted, relating thereto (including, without limitation, travel, photocopy, mailing, courier, telephone and other similar expenses of the Agents, the cost of environmental audits, surveys and appraisals conducted pursuant to this AgreementTrustees), the reasonable fees and disbursements of one special external counsel and not more than one local counsel in each applicable jurisdiction other outside consultants for the Agents (plus one additional special and local counsel of each type should their exist a conflict of interest or differing claims or defenses) Trustees and, in the case of enforcement, the Trustee s default administration fees and the reasonable fees and disbursements of external counsel for the Agents Trustees and any the reasonable fees, charges and disbursements of special counsel to each of the Lenders Class A1 Noteholders, Class A2 Noteholders and other outside consultants)Credit Support Parties; provided that to the extent it is feasible and a conflict of interest does not exist in the reasonable judgment of the Class A1 Noteholders, Class A2 Noteholders or Credit Support Parties as applicable, the Class A1 Noteholders shall all use the same counsel, the Class A2 Noteholders shall all use the same counsel and the Credit Support Parties shall all use the same counsel; and promptly reimburse the Agents Trustees and the Note Holders for all amounts expended, advanced or incurred by the Agents or Trustees and any of the Lenders Note Holders to satisfy any obligation of the Borrowers Issuer under this Agreement Indenture or any Security Instrumentother Project Document, including without limitation limitation, all costs and expenses of foreclosure; (b) to indemnify each Trustee, each Note Holder, each Surety and each Credit Support Party and each of their Affiliates and each of their officers, directors, employees, representatives, agents, attorneys, accountants and experts ("Indemnified Parties") from, hold each of them harmless against and promptly upon demand pay or reimburse each of them for, the Indemnity Matters which may be incurred by or asserted against or involve any of them (whether or not any of them is designated a party thereto) as a result of, arising out of or in any way related to (i) any actual or proposed use by the Issuer of the proceeds of any of the Notes, (ii) TO INDEMNIFY THE AGENTS AND EACH LENDER AND EACH OF THEIR AFFILIATES AND EACH OF THEIR OFFICERSthe execution, DIRECTORSdelivery and performance of the Project Documents, TRUSTEES, EMPLOYEES, REPRESENTATIVES, AGENTS, ATTORNEYS, ACCOUNTANTS, PARTNERS AND EXPERTS (“INDEMNIFIED PARTIES”) FROM, HOLD EACH OF THEM HARMLESS AGAINST AND PROMPTLY UPON DEMAND PAY OR REIMBURSE EACH OF THEM FOR, THE INDEMNITY MATTERS WHICH MAY BE INCURRED BY OR ASSERTED AGAINST OR INVOLVE ANY OF THEM (WHETHER OR NOT ANY OF THEM IS DESIGNATED A PARTY THERETO AND WHETHER OR NOT ASSERTED BY ANY THIRD PARTY OR A LOAN PARTY) AS A RESULT OF, ARISING OUT OF OR IN ANY WAY RELATED TO (I) ANY ACTUAL OR PROPOSED USE BY THE BORROWERS OF THE PROCEEDS OF ANY OF THE LOANS OR LETTERS OF CREDIT, (II) THE EXECUTION, DELIVERY AND PERFORMANCE OF THE LOAN DOCUMENTS, (III) THE OPERATIONS OF THE BUSINESS OF HOLDINGS AND ITS SUBSIDIARIES, (IV) THE FAILURE OF ANY LOAN PARTY TO COMPLY WITH THE TERMS OF ANY LOAN DOCUMENT, OR WITH ANY GOVERNMENTAL REQUIREMENT, (V) ANY INACCURACY OF ANY REPRESENTATION OR ANY BREACH OF ANY WARRANTY OF ANY LOAN PARTY SET FORTH IN ANY OF THE LOAN DOCUMENTS, (VI) THE ISSUANCE, EXECUTION AND DELIVERY OR TRANSFER OF OR PAYMENT OR FAILURE TO PAY UNDER ANY LETTER OF CREDIT, OR (VII) THE PAYMENT OF A DRAWING UNDER ANY LETTER OF CREDIT NOTWITHSTANDING THE NON-COMPLIANCE, NON-DELIVERY OR OTHER IMPROPER PRESENTATION OF THE MANUALLY EXECUTED DRAFT(S) AND CERTIFICATION(S), (VIII) ANY ASSERTION THAT THE LENDERS WERE NOT ENTITLED TO RECEIVE THE PROCEEDS RECEIVED PURSUANT TO THE SECURITY INSTRUMENTS OR (IX) ANY OTHER ASPECT OF THE LOAN DOCUMENTS, INCLUDING, WITHOUT LIMITATION THE REASONABLE FEES AND DISBURSEMENTS OF COUNSEL AND ALL OTHER EXPENSES INCURRED IN CONNECTION WITH INVESTIGATING, DEFENDING OR PREPARING TO DEFEND ANY SUCH ACTION, SUIT, PROCEEDING (INCLUDING ANY INVESTIGATIONS, LITIGATION OR INQUIRIES) OR CLAIM AND INCLUDING ALL INDEMNITY MATTERS ARISING BY REASON OF THE ORDINARY NEGLIGENCE OF ANY INDEMNIFIED PARTY, EXCEPT TO THE EXTENT ARISING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT ON THE PART OF SUCH INDEMNIFIED PARTY AS DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENT; AND (iii) TO INDEMNIFY AND HOLD HARMLESS FROM TIME TO TIME THE INDEMNIFIED PARTIES FROM AND AGAINST ANY AND ALL ACTUAL LOSSES, CLAIMS, COST RECOVERY ACTIONS, ADMINISTRATIVE ORDERS OR PROCEEDINGS, DAMAGES AND LIABILITIES TO WHICH ANY SUCH PERSON MAY BECOME SUBJECT (I) UNDER ANY ENVIRONMENTAL LAW APPLICABLE TO HOLDINGS OR ANY SUBSIDIARY OR ANY OF THEIR PROPERTIES, INCLUDING WITHOUT LIMITATION THE TREATMENT OR DISPOSAL OR OTHER RELEASE OF HAZARDOUS MATERIALS ON, AT, UNDER OR FROM ANY OF THEIR PROPERTIESthe operations of the business of the Issuer or any Affiliate thereof, (IIiv) AS A RESULT OF THE BREACH OR NON-COMPLIANCE BY ANY COMPANY WITH ANY ENVIRONMENTAL LAW APPLICABLE TO SUCH COMPANYthe failure of the Issuer or any Affiliate thereof to comply with the terms of any Project Document including, without limitation, the Construction Supervisory Agreement, the Operation and Maintenance Agreement or this Indenture, or with any Governmental Requirement, (IIIv) DUE TO PAST OWNERSHIP BY ANY COMPANY OF ANY OF THEIR PROPERTIES OR PAST ACTIVITY ON ANY OF THEIR PROPERTIES WHICH, THOUGH LAWFUL AND FULLY PERMISSIBLE AT THE TIME, COULD RESULT IN PRESENT LIABILITYany inaccuracy of any representation or statement or any breach of any warranty or covenant of the Issuer or any Affiliate thereof set forth in any of the Project Documents or any certificates delivered pursuant thereto, (IVvi) THE PRESENCEany assertion that the Trustee or the Note Holders were not entitled to receive the proceeds received pursuant to the Project Documents or (vi) any other aspect of the Project Documents, USEincluding, RELEASEwithout limitation, STORAGEthe reasonable fees and disbursements of counsel and all other expenses incurred in connection with investigating, TREATMENT OR DISPOSAL OF HAZARDOUS MATERIALS ONdefending or preparing to defend any such action, ATsuit, UNDER OR FROM ANY OF THE PROPERTIES OWNED OR OPERATED BY HOLDINGS OR ANY SUBSIDIARYproceeding (including any investigations, OR litigation or inquiries) or claim and including all Indemnity Matters arising by reason of the ordinary negligence of any Indemnified Party, but excluding all Indemnity Matters arising solely by reason of claims between the Note Holders or a Note Holder and a Note Holder's shareholder or solely by reason of the gross negligence or willful misconduct on the part of the Indemnified Party; and (Vc) ANY OTHER ENVIRONMENTALto indemnify and hold harmless the Indemnified Parties from and against any and all losses, HEALTH OR SAFETY CONDITION RELATING TO ANY COMPANY; PROVIDEDclaims, HOWEVERcost recovery actions, NO INDEMNITY SHALL BE AFFORDED UNDER THIS SECTION 12.03(a)(iiiadministrative orders or proceedings, damages and liabilities to which any such Person may become subject in connection with this Indenture, the Note Purchase Agreements or any other Project Document (i) IN RESPECT OF ANY PROPERTY OR ANY OCCURRENCE TO THE EXTENT RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL ACTS OF AN AGENT OR ANY LENDER AS DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENT WHETHER DURING THE PERIOD AFTER WHICH SUCH PERSONunder any Environmental Law, ITS SUCCESSORS OR ASSIGNS SHALL HAVE OBTAINED POSSESSION OF SUCH PROPERTY (WHETHER BY FORECLOSURE OR DEED IN LIEU OF FORECLOSUREii) as a result of the breach or non-compliance with any Environmental Law applicable to the Issuer or any Affiliate thereof, AS MORTGAGEE(iii) due to past ownership of any of the Properties of the Issuer or any affiliate thereof or past activity on any of their Properties which, though lawful and fully permissible at the time, could result in present or future liability, (iv) the presence, use, release, discharge, storage, treatment or disposal of hazardous substances or oil on or at any of the Properties now or formerly owned or operated by the Issuer or any Affiliate thereof, or (v) any other environmental, health or safety condition in connection with the Project Documents, provided, however, no indemnity shall be afforded under this section 13.17 in respect of any Property for any occurrence arising solely from the acts or omissions (in each case constituting gross negligence or wilful misconduct) of a Trustee or any Note Holder arising during the period after which such Person, its successors or assigns shall have obtained possession of such Property (whether by foreclosure or deed in lieu of foreclosure, as mortgagee-INin-POSSESSION OR OTHERWISE) OR OTHERWISEpossession or otherwise), except such acts or omissions of the Indenture Trustee or any Note Holder arising out of or resulting from any circumstance or condition in existence prior to the possession by the Indenture Trustee or any Note Holder, whether or not known to, or knowable or discoverable by, any party prior to such possession. (bd) So long as no Indenture Default or Indenture Event of Default has occurred and is continuing, no Indemnified Party may settle any claim to be indemnified without the consent of the indemnitor, such consent not to be unreasonably withheld; provided, that the indemnitor may not reasonably withhold consent to any settlement that an Indemnified Party proposes, if the indemnitor does not have the financial ability to pay all its obligations outstanding and asserted against the indemnitor at that time, including the maximum potential claims against the Indemnified Party to be indemnified pursuant to this Section 13.17. (e) In the case of any indemnification hereunder, the applicable Agent or Lender, as appropriate an Indemnified Party shall give notice to the Parent Borrower Issuer of any such claim or demand being made against it; provided, however, that the failure to give such notice shall not release the Issuer from any of its obligations, except to the extent that failure to give notice of any action, suit or proceeding against such Indemnified Party and shall prevent the Borrowers shall have the non‑exclusive right Issuer's ability to join in the defense against any contest such claim or demand. Subject to the provisions of the following paragraph, the Issuer shall at its sole cost and expense be entitled to control, and shall assume full responsibility for, the defense of such claim or liability; provided thatthat the Issuer shall keep the Indemnified Party which is the subject of such proceeding fully apprised of the status of such proceeding and shall provide such Indemnified Party with all information with respect to such proceeding as such Indemnified Person shall reasonably request. Notwithstanding any of the foregoing to the contrary, the Issuer shall not be entitled to control and assume responsibility for the defense of such claim or liability if (i) an Indenture Event of Default shall have occurred and be continuing, (ii) such proceeding will involve any possibility of the Borrowers provide sale, forfeiture or loss of, or the creation of any Lien (other than an Excepted Lien or a defenseLien which is adequately bonded to the reasonable satisfaction of such Indemnified Party) on, the Trust Estate or any part thereof, (iii) in the good faith opinion of such Indemnified Party, there exists an actual or potential conflict of interest such that it is advisable for such Indemnified Person to retain control of such proceeding or (iv) such claim or liability involves the possibility of criminal sanctions or liability to such Indemnified Party. In the circumstances described in clauses (i) - (iv), the Indemnified Party shall bear be entitled to control and assume responsibility for the defense of such claim or liability at the expense of the Issuer. In addition, any Indemnified Party may participate in any proceeding controlled by the Issuer, at its own cost expense in respect of any such proceeding as to which the Issuer shall have acknowledged in writing its obligation to indemnify the Indemnified Party, and at the expense of the Issuer in respect of any such proceeding as to which the Issuer shall not have so acknowledged its obligation to the Indemnified Party, the Issuer may in any event participate in all such proceedings at its own cost. Nothing contained herein shall be deemed to require an Indemnified Party to contest any claim or demand or to assume responsibility for or control of any judicial proceeding with respect thereto. (f) the foregoing indemnities shall extend to the Indemnified Parties notwithstanding the sole or concurrent negligence of every kind or character whatsoever, whether active or passive, whether an affirmative act or an omission, including without limitation, all types of negligent conduct identified in the restatement (second) of torts of one or more of the Indemnified Parties or by reason of strict liability imposed without fault on any one or more of the Indemnified Parties. to the extent that an Indemnified Party is found to have committed an act of gross negligence or willful misconduct, this contractual obligation of indemnification as to such Indemnified Party shall continue but shall only extend to the portion of the claim that is deemed to have occurred by reason of events other defense unless there is a conflict between than the Borrowers and such gross negligence or willful misconduct of the Indemnified Party. (cg) THE FOREGOING INDEMNITIES SHALL EXTEND TO THE INDEMNIFIED PARTIES NOTWITHSTANDING THE SOLE OR CONCURRENT NEGLIGENCE OF EVERY KIND OR CHARACTER WHATSOEVER, WHETHER ACTIVE OR PASSIVE, WHETHER AN AFFIRMATIVE ACT OR AN OMISSION, INCLUDING WITHOUT LIMITATION, ALL TYPES OF NEGLIGENT CONDUCT IDENTIFIED IN THE RESTATEMENT (SECOND) OF TORTS OF ONE OR MORE OF THE INDEMNIFIED PARTIES OR BY REASON OF STRICT LIABILITY IMPOSED WITHOUT FAULT ON ANY ONE OR MORE OF THE INDEMNIFIED PARTIES. TO THE EXTENT THAT AN INDEMNIFIED PARTY IS FOUND TO HAVE COMMITTED AN ACT OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENT, THIS CONTRACTUAL OBLIGATION OF INDEMNIFICATION SHALL CONTINUE BUT SHALL ONLY EXTEND TO THE PORTION OF THE CLAIM THAT IS DEEMED TO HAVE OCCURRED BY REASON OF EVENTS OTHER THAN THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE INDEMNIFIED PARTY. (d) Each Borrower’s The Issuer's obligations under this Section 12.03 13.17 shall survive any termination of this Agreement Indenture or any other Project Document and the payment of the Loans Notes and shall continue thereafter in full force and effect. (eh) The Borrowers Issuer shall pay any amounts due under this Section 12.03 13.17 within thirty (30) days of the receipt by the Parent Borrower Issuer of notice of the amount due. (fi) To If any amounts due by the fullest extent permitted by applicable Governmental Requirements, no party hereto shall assert, and each party hereto hereby waives, Issuer to the Trustees or any claim against Note Holder under this Section 13.17 or any other party hereto, on any theory provision 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 Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnified Party referred to in clause (b) above 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 any other Project Document is not paid on the other Loan Documents or date due, such amounts shall bear interest and Issuer agrees to pay such amounts with interest at the transactions contemplated hereby or therebyDefault Rate from the due date of such payable until paid.

Payment of Expenses, Indemnities, etc. The Issuer agrees: (a) The Borrowers jointly and severally agree: (i) whether or not the transactions hereby contemplated are consummated, to pay all reasonable out-of-pocket expenses of the Agents and the Arrangers Trustees in the administration (both before and after the execution hereof and including advice of counsel as to the rights and duties of the Agents Trustees and the Lenders Note Holders with respect thereto) of, and in connection with the negotiation, syndication, investigation, preparation, execution and delivery of, recording or filing of, preservation of rights under, enforcement (including in connection with any workout, restructuring or similar negotiation) of, and refinancing, renegotiation or restructuring of, the Loan Documents any Credit Document and any proposed amendment, waiver or consent consent, whether or not adopted, relating thereto (including, without limitation, travel, photocopy, mailing, courier, telephone and other similar expenses of the Agents, the cost of environmental audits, surveys and appraisals conducted pursuant to this AgreementTrustees, the reasonable fees and disbursements of one special external counsel and not more than one local counsel in each applicable jurisdiction other outside consultants for the Agents (plus one additional special and local counsel of each type should their exist a conflict of interest or differing claims or defenses) Trustees and, in the case of enforcement, the reasonable fees and disbursements of external counsel for the Agents Trustees and any of the Lenders Note Holders; provided that to the extent it is feasible and other outside consultantsa conflict of interest does not exist in the reasonable judgment of the Series A Note Holders or Series B Note Holders as applicable, the Series A Note Holders shall all use the same counsel and the Series B Note Holders shall all use the same counsel); and promptly reimburse the Agents Trustees and the Note Holders for all amounts expended, advanced or incurred by the Agents or Trustees and any of the Lenders Note Holders to satisfy any obligation of the Borrowers Issuer under this Agreement Indenture or any Security Instrumentother Credit Document, including without limitation limitation, all costs and expenses of foreclosure; (iib) TO INDEMNIFY THE AGENTS EACH TRUSTEE, EACH NOTE HOLDER AND EACH LENDER CREDIT SUPPORT PARTY AND EACH OF THEIR AFFILIATES AND EACH OF THEIR OFFICERS, DIRECTORS, TRUSTEES, EMPLOYEES, REPRESENTATIVES, AGENTS, ATTORNEYS, ACCOUNTANTS, PARTNERS ACCOUNTANTS AND EXPERTS (“"INDEMNIFIED PARTIES”") FROM, HOLD EACH OF THEM HARMLESS AGAINST AND PROMPTLY UPON DEMAND PAY OR REIMBURSE EACH OF THEM FOR, THE INDEMNITY MATTERS WHICH MAY BE INCURRED BY OR ASSERTED AGAINST OR INVOLVE ANY OF THEM (WHETHER OR NOT ANY OF THEM IS DESIGNATED A PARTY THERETO AND WHETHER OR NOT ASSERTED BY ANY THIRD PARTY OR A LOAN PARTYTHERETO) AS A RESULT OF, ARISING OUT OF OR IN ANY WAY RELATED TO (I) ANY ACTUAL OR PROPOSED USE BY THE BORROWERS ISSUER OF THE PROCEEDS OF ANY OF THE LOANS OR LETTERS OF CREDITNOTES, (II) THE EXECUTION, DELIVERY AND PERFORMANCE OF THE LOAN CREDIT DOCUMENTS, (III) THE OPERATIONS OF THE BUSINESS OF HOLDINGS AND ITS SUBSIDIARIES, THE ISSUER OR ANY AFFILIATE THEREOF (IV) THE FAILURE OF THE ISSUER OR ANY LOAN PARTY AFFILIATE THEREOF TO COMPLY WITH THE TERMS OF ANY LOAN DOCUMENTCREDIT DOCUMENT INCLUDING, WITHOUT LIMITATION, THE PERFORMANCE AGREEMENT OR THIS INDENTURE, OR WITH ANY GOVERNMENTAL REQUIREMENT, (V) ANY INACCURACY OF ANY REPRESENTATION OR ANY BREACH OF ANY WARRANTY OR COVENANT OF THE ISSUER OR ANY LOAN PARTY AFFILIATE THEREOF SET FORTH IN ANY OF THE LOAN CREDIT DOCUMENTS, (VI) THE ISSUANCE, EXECUTION AND DELIVERY OR TRANSFER OF OR PAYMENT OR FAILURE TO PAY UNDER ANY LETTER OF CREDIT, OR (VII) THE PAYMENT OF A DRAWING UNDER ANY LETTER OF CREDIT NOTWITHSTANDING THE NON-COMPLIANCE, NON-DELIVERY OR OTHER IMPROPER PRESENTATION OF THE MANUALLY EXECUTED DRAFT(S) AND CERTIFICATION(S), (VIII) ANY ASSERTION THAT THE LENDERS TRUSTEE OR THE NOTE HOLDERS WERE NOT ENTITLED TO RECEIVE THE PROCEEDS RECEIVED PURSUANT TO THE SECURITY INSTRUMENTS CREDIT DOCUMENTS OR (IXVI) ANY OTHER ASPECT OF THE LOAN CREDIT DOCUMENTS, INCLUDING, WITHOUT LIMITATION LIMITATION, THE REASONABLE FEES AND DISBURSEMENTS OF COUNSEL AND ALL OTHER EXPENSES INCURRED IN CONNECTION WITH INVESTIGATING, DEFENDING OR PREPARING TO DEFEND ANY SUCH ACTION, SUIT, PROCEEDING (INCLUDING ANY INVESTIGATIONS, LITIGATION OR INQUIRIES) OR CLAIM AND INCLUDING ALL INDEMNITY MATTERS ARISING BY REASON OF THE ORDINARY NEGLIGENCE OF ANY INDEMNIFIED PARTY, EXCEPT TO BUT EXCLUDING ALL INDEMNITY MATTERS ARISING SOLELY BY REASON OF CLAIMS BETWEEN THE EXTENT ARISING FROM NOTE HOLDERS OR A NOTE HOLDER AND A NOTE HOLDER'S SHAREHOLDER OR SOLELY BY REASON OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT ON THE PART OF SUCH THE INDEMNIFIED PARTY AS DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENTPARTY; AND (iiic) TO INDEMNIFY AND HOLD HARMLESS FROM TIME TO TIME THE INDEMNIFIED PARTIES FROM AND AGAINST ANY AND ALL ACTUAL LOSSES, CLAIMS, COST RECOVERY ACTIONS, ADMINISTRATIVE ORDERS OR PROCEEDINGS, DAMAGES AND LIABILITIES TO WHICH ANY SUCH PERSON MAY BECOME SUBJECT IN CONNECTION WITH THIS INDENTURE, THE NOTE PURCHASE AGREEMENTS OR ANY OTHER CREDIT DOCUMENT (I) UNDER ANY ENVIRONMENTAL LAW APPLICABLE TO HOLDINGS OR ANY SUBSIDIARY OR ANY OF THEIR PROPERTIES, INCLUDING WITHOUT LIMITATION THE TREATMENT OR DISPOSAL OR OTHER RELEASE OF HAZARDOUS MATERIALS ON, AT, UNDER OR FROM ANY OF THEIR PROPERTIESLAW, (II) AS A RESULT OF THE BREACH OR NON-COMPLIANCE BY THE ISSUER OR ANY COMPANY AFFILIATE THEREOF WITH ANY ENVIRONMENTAL LAW APPLICABLE TO SUCH COMPANYTHE ISSUER OR ANY AFFILIATE THEREOF, (III) DUE TO PAST OWNERSHIP BY THE ISSUER OR ANY COMPANY AFFILIATE THEREOF OF ANY OF THEIR PROPERTIES OR PAST ACTIVITY ON ANY OF THEIR PROPERTIES WHICH, THOUGH LAWFUL AND FULLY PERMISSIBLE AT THE TIME, COULD RESULT IN PRESENT OR FUTURE LIABILITY, (IV) THE PRESENCE, USE, RELEASE, DISCHARGE, STORAGE, TREATMENT OR DISPOSAL OF HAZARDOUS MATERIALS ON, AT, UNDER SUBSTANCES OR FROM OIL ON OR AT ANY OF THE PROPERTIES NOW OR FORMERLY OWNED OR OPERATED BY HOLDINGS THE ISSUER OR ANY SUBSIDIARYAFFILIATE THEREOF, OR (V) ANY OTHER ENVIRONMENTAL, HEALTH OR SAFETY CONDITION RELATING TO ANY COMPANY; IN CONNECTION WITH THE CREDIT DOCUMENTS, PROVIDED, HOWEVER, NO INDEMNITY SHALL BE AFFORDED UNDER THIS SECTION 12.03(a)(iii) 12.16 IN RESPECT OF ANY PROPERTY OR FOR ANY OCCURRENCE TO THE EXTENT RESULTING ARISING SOLELY FROM THE ACTS OR OMISSIONS (IN EACH CASE CONSTITUTING GROSS NEGLIGENCE OR WILLFUL ACTS WILFUL MISCONDUCT) OF AN AGENT A TRUSTEE OR ANY LENDER AS DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENT WHETHER NOTE HOLDER ARISING DURING THE PERIOD AFTER WHICH SUCH PERSON, ITS SUCCESSORS OR ASSIGNS SHALL HAVE OBTAINED POSSESSION OF SUCH PROPERTY (WHETHER BY FORECLOSURE OR DEED IN LIEU OF FORECLOSURE, AS MORTGAGEE-IN-POSSESSION OR OTHERWISE) OR OTHERWISE). (bd) So long as no Indenture Default or Indenture Event of Default has occurred and is continuing, no Indemnified Party may settle any claim to be indemnified without the consent of the indemnitor, such consent not to be unreasonably withheld; provided, that the indemnitor may not reasonably withhold consent to any settlement that an Indemnified Party proposes, if the indemnitor does not have the financial ability to pay all its obligations outstanding and asserted against the indemnitor at that time, including the maximum potential claims against the Indemnified Party to be indemnified pursuant to this Section 12.16. (e) In the case of any indemnification hereunder, the applicable Agent or Lender, as appropriate an Indemnified Party shall give notice to the Parent Borrower Issuer of any such claim or demand being made against it; provided, however, that the failure to give such notice shall not release the Issuer from any of its obligations, except to the extent that failure to give notice of any action, suit or proceeding against such Indemnified Party and shall prevent the Borrowers shall have the non‑exclusive right Issuer's ability to join in the defense against any contest such claim or demand. Subject to the provisions of the following paragraph, the Issuer shall at its sole cost and expense be entitled to control, and shall assume full responsibility for, the defense of such claim or liability; provided thatthat the Issuer shall keep the Indemnified Party which is the subject of such proceeding fully apprised of the status of such proceeding and shall provide such Indemnified Party with all information with respect to such proceeding as such Indemnified Person shall reasonably request. Notwithstanding any of the foregoing to the contrary, the Issuer shall not be entitled to control and assume responsibility for the defense of such claim or liability if (i) an Indenture Event of Default shall have occurred and be continuing, (ii) such proceeding will involve any possibility of the Borrowers provide sale, forfeiture or loss of, or the creation of any Lien (other than an Excepted Lien or a defenseLien which is adequately bonded to the satisfaction of such Indemnified Party) on, the Trust Estate or any part thereof, (iii) in the good faith opinion of such Indemnified Party, there exists an actual or potential conflict of interest such that it is advisable for such Indemnified Person to retain control of such proceeding or (iv) such claim or liability involves the possibility of criminal sanctions or liability to such Indemnified Party. In the circumstances described in clauses (i) - (iv), the Indemnified Party shall bear be entitled to control and assume responsibility for the defense of such claim or liability at the expense of the Issuer. In addition, any Indemnified Party may participate in any proceeding controlled by the Issuer, at its own cost expense in respect of other defense unless there is a conflict between any such proceeding as to which the Borrowers and such Issuer shall have acknowledged in writing its obligation to indemnify the Indemnified Party, and at the expense of the Issuer in respect of any such proceeding as to which the Issuer shall not have so acknowledged its obligation to the Indemnified Party, the Issuer may in any event participate in all such proceedings at its own cost. Nothing contained herein shall be deemed to require an Indemnified Party to contest any claim or demand or to assume responsibility for or control of any judicial proceeding with respect thereto. (cf) THE FOREGOING INDEMNITIES SHALL EXTEND TO THE INDEMNIFIED PARTIES NOTWITHSTANDING THE SOLE OR CONCURRENT NEGLIGENCE OF EVERY KIND OR CHARACTER WHATSOEVER, WHETHER ACTIVE OR PASSIVE, WHETHER AN AFFIRMATIVE ACT OR AN OMISSION, INCLUDING WITHOUT LIMITATION, ALL TYPES OF NEGLIGENT CONDUCT IDENTIFIED IN THE RESTATEMENT (SECOND) OF TORTS OF ONE OR MORE OF THE INDEMNIFIED PARTIES OR BY REASON OF STRICT LIABILITY IMPOSED WITHOUT FAULT ON ANY ONE OR MORE OF THE INDEMNIFIED PARTIES. TO THE EXTENT THAT AN INDEMNIFIED PARTY IS FOUND TO HAVE COMMITTED AN ACT OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENTMISCONDUCT, THIS CONTRACTUAL OBLIGATION OF INDEMNIFICATION AS TO SUCH INDEMNIFIED PARTY SHALL CONTINUE BUT SHALL ONLY EXTEND TO THE PORTION OF THE CLAIM THAT IS DEEMED TO HAVE OCCURRED BY REASON OF EVENTS OTHER THAN THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE INDEMNIFIED PARTY. (dg) Each Borrower’s The Issuer's obligations under this Section 12.03 12.16 shall survive any termination of this Agreement Indenture or any other Credit Document and the payment of the Loans Notes and shall continue thereafter in full force and effect. (eh) The Borrowers Issuer shall pay any amounts due under this Section 12.03 12.16 within thirty (30) days of the receipt by the Parent Borrower Issuer of notice of the amount due. (fi) To If any amounts due by the fullest extent permitted by applicable Governmental Requirements, no party hereto shall assert, and each party hereto hereby waives, Issuer to the Trustees or any claim against Note Holder under this Section 12.16 or any other party hereto, on any theory provision 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 Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnified Party referred to in clause (b) above 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 any other Credit Document is not paid on the other Loan Documents or date due, such amounts shall bear interest and Issuer agrees to pay such amounts with interest at the transactions contemplated hereby or therebyDefault Rate from the due date of such payable until paid.

Payment of Expenses, Indemnities, etc. (a) The Borrowers jointly and severally agree: (i) whether or not the transactions hereby contemplated are consummated, to pay all reasonable reason- able out-of-pocket expenses of the Agents and the Arrangers in the administration (both before and after the execution hereof and including advice of counsel as to the rights and duties of the Agents and the Lenders Lend- ers with respect thereto) of, and in connection with the negotiation, syndication, investigation, preparation, execution and delivery of, recording or filing of, preservation of rights under, enforcement (including in connection with any workout, restructuring or similar negotiation) of, and refinancing, renegotiation or restructuring re- structuring of, the Loan Documents and any amendment, waiver or consent relating thereto (including, without limitation, travel, photocopy, mailing, courier, telephone and other similar expenses of the Agents, the cost of environmental audits, surveys and appraisals conducted pursuant to this Agreement, the reasonable reason- able fees and disbursements of one special counsel and not more than one local counsel in each applicable jurisdiction for the Agents (plus one additional special and local counsel of each type should their exist a conflict of interest or differing claims or defenses) and, in the case of enforcement, the reasonable fees and disbursements of counsel for the Agents and any of the Lenders and other outside consultants); and promptly prompt- ly reimburse the Agents for all amounts expended, advanced or incurred by the Agents or the Lenders to satisfy any obligation of the Borrowers under this Agreement or any Security Instrument, including without limitation all costs and expenses of foreclosure; (ii) TO INDEMNIFY THE AGENTS AND EACH LENDER AND EACH OF THEIR AFFILIATES AND EACH OF THEIR OFFICERS, DIRECTORS, TRUSTEES, EMPLOYEES, REPRESENTATIVES, AGENTS, ATTORNEYSATTOR- NEYS, ACCOUNTANTS, PARTNERS AND EXPERTS (“INDEMNIFIED PARTIES”) FROM, HOLD EACH OF THEM HARMLESS AGAINST AND PROMPTLY UPON DEMAND PAY OR REIMBURSE EACH OF THEM FOR, THE INDEMNITY IN- DEMNITY MATTERS WHICH MAY BE INCURRED BY OR ASSERTED AGAINST OR INVOLVE ANY OF THEM (WHETHER OR NOT ANY OF THEM IS DESIGNATED A PARTY THERETO AND WHETHER OR NOT ASSERTED BY ANY THIRD PARTY OR A LOAN PARTY) AS A RESULT OF, ARISING OUT OF OR IN ANY WAY RELATED TO (I) ANY ACTUAL OR PROPOSED USE BY THE BORROWERS OF THE PROCEEDS OF ANY OF THE LOANS OR LETTERS OF CREDIT, (II) THE EXECUTION, DELIVERY AND PERFORMANCE OF THE LOAN DOCUMENTS, (III) THE OPERATIONS OF THE BUSINESS OF HOLDINGS AND ITS SUBSIDIARIES, (IV) THE FAILURE OF ANY LOAN PARTY TO COMPLY WITH THE TERMS OF ANY LOAN DOCUMENT, OR WITH ANY GOVERNMENTAL REQUIREMENT, (V) ANY INACCURACY OF ANY REPRESENTATION OR ANY BREACH OF ANY WARRANTY OF ANY LOAN PARTY SET FORTH IN ANY OF THE LOAN DOCUMENTS, (VI) THE ISSUANCE, EXECUTION AND DELIVERY OR TRANSFER OF OR PAYMENT OR FAILURE TO PAY UNDER ANY LETTER OF CREDIT, OR (VII) THE PAYMENT OF A DRAWING UNDER ANY LETTER OF CREDIT NOTWITHSTANDING THE NON-NON- COMPLIANCE, NON-DELIVERY OR OTHER IMPROPER PRESENTATION OF THE MANUALLY EXECUTED DRAFT(S) AND CERTIFICATION(S), (VIII) ANY ASSERTION THAT THE LENDERS WERE NOT ENTITLED TO RECEIVE THE PROCEEDS RECEIVED PURSUANT TO THE SECURITY INSTRUMENTS OR (IX) ANY OTHER ASPECT AS- PECT OF THE LOAN DOCUMENTS, INCLUDING, WITHOUT LIMITATION THE REASONABLE FEES AND DISBURSEMENTS DIS- BURSEMENTS OF COUNSEL AND ALL OTHER EXPENSES INCURRED IN CONNECTION WITH INVESTIGATING, DEFENDING OR PREPARING TO DEFEND ANY SUCH ACTION, SUIT, PROCEEDING (INCLUDING ANY INVESTIGATIONSINVESTI- GATIONS, LITIGATION OR INQUIRIES) OR CLAIM AND INCLUDING ALL INDEMNITY MATTERS ARISING BY REASON OF THE ORDINARY NEGLIGENCE OF ANY INDEMNIFIED PARTY, EXCEPT TO THE EXTENT ARISING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT ON THE PART OF SUCH INDEMNIFIED PARTY AS DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENT; AND (iii) TO INDEMNIFY AND HOLD HARMLESS FROM TIME TO TIME THE INDEMNIFIED PARTIES FROM AND AGAINST ANY AND ALL ACTUAL LOSSES, CLAIMS, COST RECOVERY ACTIONS, ADMINISTRATIVE ADMINISTRA- TIVE ORDERS OR PROCEEDINGS, DAMAGES AND LIABILITIES TO WHICH ANY SUCH PERSON MAY BECOME SUBJECT (I) UNDER ANY ENVIRONMENTAL LAW APPLICABLE TO HOLDINGS OR ANY SUBSIDIARY OR ANY OF THEIR PROPERTIES, INCLUDING WITHOUT LIMITATION THE TREATMENT OR DISPOSAL OR OTHER RELEASE OF HAZARDOUS MATERIALS ON, AT, UNDER OR FROM ANY OF THEIR PROPERTIES, (II) AS A RESULT RE- XXXX OF THE BREACH OR NON-COMPLIANCE BY ANY COMPANY WITH ANY ENVIRONMENTAL LAW APPLICABLE AP- PLICABLE TO SUCH COMPANY, (III) DUE TO PAST OWNERSHIP BY ANY COMPANY OF ANY OF THEIR PROPERTIES OR PAST ACTIVITY ON ANY OF THEIR PROPERTIES WHICH, THOUGH LAWFUL AND FULLY PERMISSIBLE AT THE TIME, COULD RESULT IN PRESENT LIABILITY, (IV) THE PRESENCE, USE, RELEASE, STORAGE, TREATMENT OR DISPOSAL OF HAZARDOUS MATERIALS ON, AT, UNDER OR FROM ANY OF THE PROPERTIES OWNED OR OPERATED BY HOLDINGS OR ANY SUBSIDIARY, OR (V) ANY OTHER ENVIRONMENTALENVIRON- MENTAL, HEALTH OR SAFETY CONDITION RELATING TO ANY COMPANY; PROVIDED, HOWEVER, NO INDEMNITY IN- DEMNITY SHALL BE AFFORDED UNDER THIS SECTION 12.03(a)(iii) IN RESPECT OF ANY PROPERTY OR ANY OCCURRENCE TO THE EXTENT RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL ACTS OF AN AGENT OR ANY LENDER AS DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENT WHETHER DURING THE PERIOD AFTER WHICH SUCH PERSON, ITS SUCCESSORS SUCCES- SORS OR ASSIGNS SHALL HAVE OBTAINED POSSESSION OF SUCH PROPERTY (WHETHER BY FORECLOSURE OR DEED IN LIEU OF FORECLOSURE, AS MORTGAGEE-IN-POSSESSION OR OTHERWISE) OR OTHERWISE. (b) In the case of any indemnification hereunder, the applicable Agent or Lender, as appropriate shall give notice to the Parent Borrower of any such claim or demand being made against the Indemnified Party and the Borrowers shall have the non‑exclusive non-exclusive right to join in the defense against any such claim or demand; provided that, if the Borrowers provide a defense, the Indemnified Party shall bear its own cost of other defense unless there is a conflict between the Borrowers and such Indemnified Party. (c) THE FOREGOING INDEMNITIES SHALL EXTEND TO THE INDEMNIFIED PARTIES NOTWITHSTANDING NOTWITHSTAND- ING THE SOLE OR CONCURRENT NEGLIGENCE OF EVERY KIND OR CHARACTER WHATSOEVER, WHETHER ACTIVE OR PASSIVE, WHETHER AN AFFIRMATIVE ACT OR AN OMISSION, INCLUDING WITHOUT LIMITATION, ALL TYPES OF NEGLIGENT CONDUCT IDENTIFIED IN THE RESTATEMENT (SECOND) OF TORTS OF ONE OR MORE OF THE INDEMNIFIED INDEMNI- FIED PARTIES OR BY REASON OF STRICT LIABILITY IMPOSED WITHOUT FAULT ON ANY ONE OR MORE OF THE INDEMNIFIED IN- DEMNIFIED PARTIES. TO THE EXTENT THAT AN INDEMNIFIED PARTY IS FOUND TO HAVE COMMITTED AN ACT OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENT, THIS CONTRACTUAL OBLIGATION OF INDEMNIFICATION SHALL CONTINUE CON- TINUE BUT SHALL ONLY EXTEND TO THE PORTION OF THE CLAIM THAT IS DEEMED TO HAVE OCCURRED BY REASON REA- SON OF EVENTS OTHER THAN THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE INDEMNIFIED PARTY. (d) Each Borrower’s obligations under this Section 12.03 shall survive any termination of this Agreement and the payment of the Loans and shall continue thereafter in full force and effect. (e) The Borrowers shall pay any amounts due under this Section 12.03 within thirty (30) days of the receipt by the Parent Borrower of notice of the amount due. (f) To the fullest extent permitted by applicable Governmental Requirements, no party hereto shall assert, and each party hereto hereby waives, any claim against any other party hereto, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection con- nection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated contem- plated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds pro- ceeds thereof. No Indemnified Party referred to in clause (b) above 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 Loan Documents Docu- ments or the transactions contemplated hereby or thereby.

Payment of Expenses, Indemnities, etc. (a) The Borrowers jointly and severally Obligors agree: (i) whether or not the transactions hereby contemplated are consummated, to pay all reasonable out-of-pocket expenses of the Agents and the Arrangers Administrative Agent in the administration (both before and after the execution hereof and including advice of counsel as to the rights and duties of the Agents Administrative Agent and the Lenders with respect thereto) of, and in connection with the negotiation, syndication, investigation, preparation, execution and delivery of, recording or filing of, preservation of rights under, enforcement (including in connection with any workout, restructuring or similar negotiation) of, and refinancing, renegotiation or restructuring of, the Loan Documents and any amendment, waiver or consent relating thereto (including, without limitation, travel, photocopy, mailing, courier, telephone and other similar expenses of the AgentsAdministrative Agent, the cost of environmental audits, surveys and appraisals conducted pursuant to this Agreementat reasonable intervals, the reasonable fees and disbursements of one special counsel and not more than one local counsel in each applicable jurisdiction other outside consultants for the Agents (plus one additional special and local counsel of each type should their exist a conflict of interest or differing claims or defenses) Administrative Agent and, in the case of enforcementpreservation or enforcement of rights (including restructurings and workouts), the reasonable fees and disbursements of counsel for the Agents Administrative Agent and any of the Lenders and other outside consultantsLenders); and promptly reimburse the Agents Administrative Agent for all amounts expended, advanced or incurred by the Agents Administrative Agent or the Lenders to satisfy any obligation of the Borrowers Obligors under this Agreement or any Security Instrument, including without limitation limitation, all costs and expenses of foreclosure; (ii) TO INDEMNIFY THE AGENTS AND EACH LENDER AND EACH OF THEIR AFFILIATES AND EACH OF THEIR OFFICERSTo indemnify the Administrative Agent and each Lender and each of their affiliates and each of their officers, DIRECTORSdirectors, TRUSTEESemployees, EMPLOYEESrepresentatives, REPRESENTATIVESagents, AGENTSattorneys, ATTORNEYS, ACCOUNTANTS, PARTNERS AND EXPERTS accountants and experts (“INDEMNIFIED PARTIESIndemnified Parties”) FROMfrom, HOLD EACH OF THEM HARMLESS AGAINST AND PROMPTLY UPON DEMAND PAY OR REIMBURSE EACH OF THEM FORhold each of them harmless against and promptly upon demand pay or reimburse each of them for, THE INDEMNITY MATTERS WHICH MAY BE INCURRED BY OR ASSERTED AGAINST OR INVOLVE ANY OF THEM the indemnity matters which may be incurred by or asserted against or involve any of them (WHETHER OR NOT ANY OF THEM IS DESIGNATED A PARTY THERETO AND WHETHER OR NOT ASSERTED BY ANY THIRD PARTY OR A LOAN PARTYwhether or not any of them is designated a party thereto) AS A RESULT OFas a result of, ARISING OUT OF OR IN ANY WAY RELATED TO arising out of or in any way related to (Ii) ANY ACTUAL OR PROPOSED USE BY THE BORROWERS OF THE PROCEEDS OF ANY OF THE LOANS OR LETTERS OF CREDITany actual or proposed use by the Borrower or any Guarantor of the proceeds of any of the loans or letters of credit, (IIii) THE EXECUTIONthe execution, DELIVERY AND PERFORMANCE OF THE LOAN DOCUMENTSdelivery and performance of the loan documents, (IIIiii) THE OPERATIONS OF THE BUSINESS OF HOLDINGS AND ITS SUBSIDIARIESthe operations of the business of the Obligors and their Subsidiaries, (IViv) THE FAILURE OF ANY LOAN PARTY TO COMPLY WITH THE TERMS OF ANY LOAN DOCUMENTthe failure of the Obligors or any Subsidiary to comply with the terms of any loan document, OR WITH ANY GOVERNMENTAL REQUIREMENTor with any governmental requirement, (Vv) ANY INACCURACY OF ANY REPRESENTATION OR ANY BREACH OF ANY WARRANTY OF ANY LOAN PARTY SET FORTH IN ANY OF THE LOAN DOCUMENTSany inaccuracy of any representation or any breach of any warranty of the Obligors set forth in any of the loan documents, (VIvi) THE ISSUANCEthe issuance, EXECUTION AND DELIVERY OR TRANSFER OF OR PAYMENT OR FAILURE TO PAY UNDER ANY LETTER OF CREDITexecution and delivery or transfer of or payment or failure to pay under any letter of credit, OR or (VIIvii) THE PAYMENT OF A DRAWING UNDER ANY LETTER OF CREDIT NOTWITHSTANDING THE NONthe payment of a drawing under any letter of credit notwithstanding the non-COMPLIANCEcompliance, NONnon-DELIVERY OR OTHER IMPROPER PRESENTATION OF THE MANUALLY EXECUTED DRAFT(Sdelivery or other improper presentation of the manually executed draft(s) AND CERTIFICATION(Sand certification(s), (VIIIviii) ANY ASSERTION THAT THE LENDERS WERE NOT ENTITLED TO RECEIVE THE PROCEEDS RECEIVED PURSUANT TO THE SECURITY INSTRUMENTS OR any assertion that the Lenders were not entitled to receive the proceeds received pursuant to the Security Instruments, or (IXix) ANY OTHER ASPECT OF THE LOAN DOCUMENTSany other aspect of the loan documents, INCLUDINGincluding, WITHOUT LIMITATION THE REASONABLE FEES AND DISBURSEMENTS OF COUNSEL AND ALL OTHER EXPENSES INCURRED IN CONNECTION WITH INVESTIGATINGwithout limitation, DEFENDING OR PREPARING TO DEFEND ANY SUCH ACTIONthe reasonable fees and disbursements of counsel and all other expenses incurred in connection with investigating, SUITdefending or preparing to defend any such action, PROCEEDING suit, proceeding (INCLUDING ANY INVESTIGATIONSincluding any investigations, LITIGATION OR INQUIRIESlitigation or inquiries) OR CLAIM AND or claim and INCLUDING ALL INDEMNITY MATTERS ARISING BY REASON OF THE ORDINARY NEGLIGENCE OF ANY INDEMNIFIED PARTY, EXCEPT TO THE EXTENT ARISING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT ON THE PART OF SUCH INDEMNIFIED PARTY AS DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENTbut excluding all indemnity matters arising solely by reason of claims between the Lenders or any Lender and the Administrative Agent or a Lender’s shareholders against the Administrative Agent or Lender or by reason of the gross negligence or willful misconduct on the part of the Indemnified Party; ANDand (iii) TO INDEMNIFY AND HOLD HARMLESS FROM TIME TO TIME THE INDEMNIFIED PARTIES FROM AND AGAINST ANY AND ALL ACTUAL LOSSESTo indemnify and hold harmless from time to time the Indemnified Parties from and against any and all losses, CLAIMSclaims, COST RECOVERY ACTIONScost recovery actions, ADMINISTRATIVE ORDERS OR PROCEEDINGSadministrative orders or proceedings, DAMAGES AND LIABILITIES TO WHICH ANY SUCH PERSON MAY BECOME SUBJECT damages and liabilities to which any such Person may become subject (Ii) UNDER ANY ENVIRONMENTAL LAW APPLICABLE TO HOLDINGS OR ANY SUBSIDIARY OR ANY OF THEIR PROPERTIESunder any Environmental Law applicable to the Obligors or any Subsidiary or any of their Properties, INCLUDING WITHOUT LIMITATION THE TREATMENT OR DISPOSAL OR OTHER RELEASE OF HAZARDOUS MATERIALS ONincluding without limitation, AT, UNDER OR FROM ANY OF THEIR PROPERTIESthe treatment or disposal of Hazardous Substances on any of their Properties, (IIii) AS A RESULT OF THE BREACH OR NONas a result of the breach or non-COMPLIANCE BY ANY COMPANY WITH ANY ENVIRONMENTAL LAW APPLICABLE TO SUCH COMPANYcompliance by any Obligor or any Subsidiary with any Environmental Law applicable to any Obligor or any Subsidiary, (IIIiii) DUE TO PAST OWNERSHIP BY ANY COMPANY OF ANY OF THEIR PROPERTIES OR PAST ACTIVITY ON ANY OF THEIR PROPERTIES WHICHdue to past ownership by any Obligor or any Subsidiary of any of their Properties or past activity on any of their Properties which, THOUGH LAWFUL AND FULLY PERMISSIBLE AT THE TIMEthough lawful and fully permissible at the time, COULD RESULT IN PRESENT LIABILITYcould result in present liability, (IViv) THE PRESENCEthe presence, USEuse, RELEASErelease, STORAGEstorage, TREATMENT OR DISPOSAL OF HAZARDOUS MATERIALS ONtreatment or disposal of Hazardous Substances on or at any of the Properties owned or operated by any Obligor or any Subsidiary, ATor (v) any other environmental, UNDER OR FROM ANY OF THE PROPERTIES OWNED OR OPERATED BY HOLDINGS OR ANY SUBSIDIARY, OR (V) ANY OTHER ENVIRONMENTAL, HEALTH OR SAFETY CONDITION RELATING TO ANY COMPANY; PROVIDED, HOWEVER, NO INDEMNITY SHALL BE AFFORDED UNDER THIS SECTION 12.03(a)(iii) IN RESPECT OF ANY PROPERTY OR ANY OCCURRENCE TO THE EXTENT RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL ACTS OF AN AGENT OR ANY LENDER AS DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENT WHETHER DURING THE PERIOD AFTER WHICH SUCH PERSON, ITS SUCCESSORS OR ASSIGNS SHALL HAVE OBTAINED POSSESSION OF SUCH PROPERTY (WHETHER BY FORECLOSURE OR DEED IN LIEU OF FORECLOSURE, AS MORTGAGEE-IN-POSSESSION OR OTHERWISE) OR OTHERWISEhealth or safety condition in connection with the Loan Documents. (b) No Indemnified Party may settle any claim to be indemnified without the consent of the indemnitor, such consent not to be unreasonably withheld; provided, that the indemnitor may not reasonably withhold consent to any settlement that an Indemnified Party proposes, if the indemnitor does not have the financial ability to pay all its obligations outstanding and asserted against the indemnitor at that time, including the maximum potential claims against the Indemnified Party to be indemnified pursuant to this Section 12.03. (c) In the case of any indemnification hereunder, the applicable Administrative Agent or Lender, as appropriate shall give notice to the Parent Borrower Obligors of any such claim or demand being made against the Indemnified Party and the Borrowers Obligors shall have the non‑exclusive non-exclusive right to join in the defense against any such claim or demand; demand provided that, that if the Borrowers provide any Obligor provides a defense, the Indemnified Party shall bear its own cost of other defense unless there is a conflict between the Borrowers Obligors and such Indemnified Party. (cd) THE FOREGOING INDEMNITIES SHALL EXTEND TO THE INDEMNIFIED PARTIES NOTWITHSTANDING THE SOLE OR CONCURRENT NEGLIGENCE OF EVERY KIND OR CHARACTER WHATSOEVERThe foregoing indemnities shall extend to the Indemnified Parties notwithstanding the sole or concurrent negligence of every kind or character whatsoever, WHETHER ACTIVE OR PASSIVEwhether activeor passive, WHETHER AN AFFIRMATIVE ACT OR AN OMISSIONwhether an affirmative act or an omission, INCLUDING WITHOUT LIMITATIONincluding without limitation, ALL TYPES OF NEGLIGENT CONDUCT IDENTIFIED IN THE RESTATEMENT alltypes of negligent conduct identified in the Restatement (SECONDSecond) OF TORTS OF ONE OR MORE OF THE INDEMNIFIED PARTIES OR BY REASON OF STRICT LIABILITY IMPOSED WITHOUT FAULT ON ANY ONE OR MORE OF THE INDEMNIFIED PARTIESof Torts of one or more of the Indemnified Parties or by reason of strict liability imposed without faulton any one or more of the Indemnified Parties. TO THE EXTENT THAT AN INDEMNIFIED PARTY IS FOUND TO HAVE COMMITTED AN ACT OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENTTo the extent that an Indemnified Party is found to have committed an act of gross negligence or willful misconduct, THIS CONTRACTUAL OBLIGATION OF INDEMNIFICATION SHALL CONTINUE BUT SHALL ONLY EXTEND TO THE PORTION OF THE CLAIM THAT IS DEEMED TO HAVE OCCURRED BY REASON OF EVENTS OTHER THAN THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE INDEMNIFIED PARTYthis contractual obligation of indemnification shall continue but shall only extend to the portion of the claim that is deemed to have occurred by reason of events other than the gross negligence or willful misconduct of the Indemnified Party. (de) Each Borrower’s The Obligors’ obligations under this Section 12.03 shall survive any termination of this Agreement and the payment of the Loans Notes and shall continue thereafter in full force and effect. (ef) The Borrowers Obligors shall pay any amounts due under this Section 12.03 within thirty (30) days of the receipt by the Parent Borrower Obligors of notice of the amount due. (f) To the fullest extent permitted by applicable Governmental Requirements, no party hereto shall assert, and each party hereto hereby waives, any claim against any other party hereto, 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 Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnified Party referred to in clause (b) above 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 Loan Documents or the transactions contemplated hereby or thereby.

Payment of Expenses, Indemnities, etc. (a) The Borrowers jointly and severally agreeBorrower agrees: (i) whether or not the transactions hereby contemplated are consummated, to pay all reasonable out-of-pocket expenses of the Agents Administrative Agent, the Revolving Loan Lender, and the Arrangers Deposit Bank in the administration (both before and after the execution hereof and including advice of counsel as to the rights and duties of the Agents Administrative Agent, the Revolving Loan Lender, and the Deposit Bank and the Lenders with respect thereto) of, and in connection with the negotiation, syndication, investigation, preparation, execution and delivery of, recording or filing of, preservation of rights under, enforcement (including in connection with any workout, restructuring or similar negotiation) of, and refinancing, renegotiation or restructuring of, this Agreement and the Loan other Credit Documents and any amendment, waiver or consent relating thereto (including, without limitation, travel, photocopy, mailing, courier, telephone and other similar expenses of the AgentsAdministrative Agent, the Revolving Loan Lender, and the Deposit Bank, the cost of environmental audits, surveys and appraisals conducted pursuant to this Agreementat reasonable intervals, the reasonable fees and disbursements of one special counsel and not more than one local counsel in each applicable jurisdiction other outside consultants for the Agents (plus one additional special Administrative Agent, the Revolving Loan Lender, and local counsel of each type should their exist a conflict of interest or differing claims or defenses) the Deposit Bank and, in the case of enforcement, the reasonable fees and disbursements of counsel for the Agents Administrative Agent, the Revolving Loan Lender, and the Deposit Bank and any of the Lenders and other outside consultantsLenders); and promptly reimburse the Agents Administrative Agent for all amounts expended, advanced or incurred by the Agents Administrative Agent, the Revolving Loan Lender, the Deposit Bank or the Lenders to satisfy any obligation of the Borrowers Borrower under this Agreement or any Security Instrument, including without limitation limitation, all costs and expenses of foreclosure; (ii) TO INDEMNIFY THE AGENTS AND EACH LENDER AND EACH OF THEIR AFFILIATES AND EACH OF THEIR OFFICERSTo indemnify the Administrative Agent, DIRECTORSthe Revolving Loan Lender, TRUSTEESthe Deposit Bank and each Lender and each of their Affiliates and each of their officers, EMPLOYEESdirectors, REPRESENTATIVESemployees, AGENTSrepresentatives, ATTORNEYSagents, ACCOUNTANTSattorneys, PARTNERS AND EXPERTS accountants and experts (“INDEMNIFIED PARTIESIndemnified Parties”) FROMfrom, HOLD EACH OF THEM HARMLESS AGAINST AND PROMPTLY UPON DEMAND PAY OR REIMBURSE EACH OF THEM FORhold each of them harmless against and promptly upon demand pay or reimburse each of them for, THE INDEMNITY MATTERS WHICH MAY BE INCURRED BY OR ASSERTED AGAINST OR INVOLVE ANY OF THEM the Indemnity Matters which may be incurred by or asserted against or involve any of them (WHETHER OR NOT ANY OF THEM IS DESIGNATED A PARTY THERETO AND WHETHER OR NOT ASSERTED BY ANY THIRD PARTY OR A LOAN PARTYwhether or not any of them is designated a party thereto) AS A RESULT OFas a result of, ARISING OUT OF OR IN ANY WAY RELATED TO arising out of or in any way related to (Ii) ANY ACTUAL OR PROPOSED USE BY THE BORROWERS OF THE PROCEEDS OF ANY OF THE LOANS OR LETTERS OF CREDITany actual or proposed use by the Borrower of the proceeds of any of the Loans, (IIii) THE EXECUTIONthe execution, DELIVERY AND PERFORMANCE OF THE LOAN DOCUMENTSdelivery and performance of this agreement and the other Credit Documents, (IIIiii) THE OPERATIONS OF THE BUSINESS OF HOLDINGS AND ITS SUBSIDIARIES, (IV) THE FAILURE OF ANY LOAN PARTY TO COMPLY WITH THE TERMS OF ANY LOAN DOCUMENT, OR WITH ANY GOVERNMENTAL REQUIREMENT, (V) ANY INACCURACY OF ANY REPRESENTATION OR ANY BREACH OF ANY WARRANTY OF ANY LOAN PARTY SET FORTH IN ANY OF THE LOAN DOCUMENTS, (VI) THE ISSUANCE, EXECUTION AND DELIVERY OR TRANSFER OF OR PAYMENT OR FAILURE TO PAY UNDER ANY LETTER OF CREDIT, OR (VII) THE PAYMENT OF A DRAWING UNDER ANY LETTER OF CREDIT NOTWITHSTANDING THE NON-COMPLIANCE, NON-DELIVERY OR OTHER IMPROPER PRESENTATION OF THE MANUALLY EXECUTED DRAFT(S) AND CERTIFICATION(S), (VIII) ANY ASSERTION THAT THE LENDERS WERE NOT ENTITLED TO RECEIVE THE PROCEEDS RECEIVED PURSUANT TO THE SECURITY INSTRUMENTS OR (IX) ANY OTHER ASPECT OF THE LOAN DOCUMENTS, INCLUDING, WITHOUT LIMITATION THE REASONABLE FEES AND DISBURSEMENTS OF COUNSEL AND ALL OTHER EXPENSES INCURRED IN CONNECTION WITH INVESTIGATING, DEFENDING OR PREPARING TO DEFEND ANY SUCH ACTION, SUIT, PROCEEDING (INCLUDING ANY INVESTIGATIONS, LITIGATION OR INQUIRIES) OR CLAIM AND INCLUDING ALL INDEMNITY MATTERS ARISING BY REASON OF THE ORDINARY NEGLIGENCE OF ANY INDEMNIFIED PARTY, EXCEPT TO THE EXTENT ARISING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT ON THE PART OF SUCH INDEMNIFIED PARTY AS DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENT; ANDthe (iii) TO INDEMNIFY AND HOLD HARMLESS FROM TIME TO TIME THE INDEMNIFIED PARTIES FROM AND AGAINST ANY AND ALL ACTUAL LOSSESto indemnify and hold harmless from time to time the Indemnified Parties from and against any and all losses, CLAIMSclaims, COST RECOVERY ACTIONScost recovery actions, ADMINISTRATIVE ORDERS OR PROCEEDINGSadministrative orders or proceedings, DAMAGES AND LIABILITIES TO WHICH ANY SUCH PERSON MAY BECOME SUBJECT damages and liabilities to which any such Person may become subject (Ii) UNDER ANY ENVIRONMENTAL LAW APPLICABLE TO HOLDINGS OR ANY SUBSIDIARY OR ANY OF THEIR PROPERTIESunder any Environmental Law applicable to the Borrower or any Subsidiary or any of their Properties, INCLUDING WITHOUT LIMITATION THE TREATMENT OR DISPOSAL OR OTHER RELEASE OF HAZARDOUS MATERIALS ONincluding without limitation, AT, UNDER OR FROM ANY OF THEIR PROPERTIESthe treatment or disposal of hazardous substances on any of their Properties, (IIii) AS A RESULT OF THE BREACH OR NONas a result of the breach or non-COMPLIANCE BY ANY COMPANY WITH ANY ENVIRONMENTAL LAW APPLICABLE TO SUCH COMPANYcompliance by the Borrower or any Subsidiary with any Environmental Law applicable to the Borrower or any Subsidiary, (IIIiii) DUE TO PAST OWNERSHIP BY ANY COMPANY OF ANY OF THEIR PROPERTIES OR PAST ACTIVITY ON ANY OF THEIR PROPERTIES WHICHdue to past ownership by the Borrower or any Subsidiary of any of their Properties or past activity on any of their Properties which, THOUGH LAWFUL AND FULLY PERMISSIBLE AT THE TIMEthough lawful and fully permissible at the time, COULD RESULT IN PRESENT LIABILITYcould result in present liability, (IViv) THE PRESENCEthe presence, USEuse, RELEASErelease, STORAGEstorage, TREATMENT OR DISPOSAL OF HAZARDOUS MATERIALS ONtreatment or disposal of hazardous substances on or at any of the Properties owned or operated by the Borrower or any Subsidiary, ATor (v) any other environmental, UNDER OR FROM ANY OF THE PROPERTIES OWNED OR OPERATED BY HOLDINGS OR ANY SUBSIDIARYhealth or safety condition in connection with this agreement and the other Credit Documents; provided, OR (V) ANY OTHER ENVIRONMENTALhowever, HEALTH OR SAFETY CONDITION RELATING TO ANY COMPANY; PROVIDED, HOWEVER, NO INDEMNITY SHALL BE AFFORDED UNDER THIS SECTION no indemnity shall be afforded under this section 12.03(a)(iii) IN RESPECT OF ANY PROPERTY OR ANY OCCURRENCE TO THE EXTENT RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL ACTS OF AN AGENT OR ANY LENDER AS DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENT WHETHER DURING THE PERIOD AFTER WHICH SUCH PERSONin respect of any Property for any occurrence arising from the acts or omissions of the Administrative Agent or any Lender during the period after which such Person, ITS SUCCESSORS OR ASSIGNS SHALL HAVE OBTAINED POSSESSION OF SUCH PROPERTY its successors or assigns shall have obtained possession of such Property (WHETHER BY FORECLOSURE OR DEED IN LIEU OF FORECLOSUREwhether by foreclosure or deed in lieu of foreclosure, AS MORTGAGEEas mortgagee-INin-POSSESSION OR OTHERWISE) OR OTHERWISEpossession or otherwise). (b) No Indemnified Party may settle any claim to be indemnified without the consent of the Borrower, such consent not to be unreasonably withheld; provided, however, that the Borrower may not reasonably withhold consent to any settlement that an Indemnified Party proposes, if the Borrower does not have the financial ability to pay all its obligations outstanding and asserted against the Borrower at that time, including the maximum potential claims against the Indemnified Party to be indemnified pursuant to this Section 12.03. (c) In the case of any indemnification hereunder, the applicable Administrative Agent or Lender, as appropriate shall give notice to the Parent Borrower of any such claim or demand being made against the Indemnified Party and the Borrowers Borrower shall have the non‑exclusive non exclusive right to join in the defense against any such claim or demand; demand provided that, that if the Borrowers provide Borrower provides a defense, the Indemnified Party shall bear its own cost of other defense unless there is a conflict between the Borrowers Borrower and such Indemnified Party. (cd) THE FOREGOING INDEMNITIES SHALL EXTEND TO THE INDEMNIFIED PARTIES NOTWITHSTANDING THE SOLE OR CONCURRENT NEGLIGENCE OF EVERY KIND OR CHARACTER WHATSOEVERThe foregoing indemnities shall extend to the Indemnified Parties notwithstanding the sole or concurrent negligence of every kind or character whatsoever, WHETHER ACTIVE OR PASSIVEwhether active or passive, WHETHER AN AFFIRMATIVE ACT OR AN OMISSIONwhether an affirmative act or an omission, INCLUDING WITHOUT LIMITATIONincluding without limitation, ALL TYPES OF NEGLIGENT CONDUCT IDENTIFIED IN THE RESTATEMENT all types of negligent conduct identified in the restatement (SECONDsecond) OF TORTS OF ONE OR MORE OF THE INDEMNIFIED PARTIES OR BY REASON OF STRICT LIABILITY IMPOSED WITHOUT FAULT ON ANY ONE OR MORE OF THE INDEMNIFIED PARTIESof torts of one or more of the Indemnified Parties or by reason of strict liability imposed without fault on any one or more of the Indemnified Parties. TO THE EXTENT THAT AN INDEMNIFIED PARTY IS FOUND TO HAVE COMMITTED AN ACT OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENTTo the extent that an Indemnified Party is found to have committed an act of gross negligence or willful misconduct, THIS CONTRACTUAL OBLIGATION OF INDEMNIFICATION SHALL CONTINUE BUT SHALL ONLY EXTEND TO THE PORTION OF THE CLAIM THAT IS DEEMED TO HAVE OCCURRED BY REASON OF EVENTS OTHER THAN THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE INDEMNIFIED PARTYthis contractual obligation of indemnification shall continue but shall only extend to the portion of the claim that is deemed to have occurred by reason of events other than the gross negligence or willful misconduct of the Indemnified Party. (de) Each The Borrower’s obligations under this Section 12.03 shall survive any termination of this Agreement and the payment of the Loans Notes and shall continue thereafter in full force and effect. (ef) The Borrowers Borrower shall pay any amounts due under this Section 12.03 within thirty (30) 30 days of the receipt by the Parent Borrower of notice of the amount due. (f) To the fullest extent permitted by applicable Governmental Requirements, no party hereto shall assert, and each party hereto hereby waives, any claim against any other party hereto, 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 Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnified Party referred to in clause (b) above 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 Loan Documents or the transactions contemplated hereby or thereby.

Payment of Expenses, Indemnities, etc. The Issuer agrees: (a) The Borrowers jointly and severally agree: (i) whether or not the transactions hereby contemplated are consummated, to pay all reasonable out-of-pocket expenses of the Agents and the Arrangers Trustees in the administration (both before and after the execution hereof and including advice of counsel as to the rights and duties of the Agents Trustees and the Lenders Note Holders with respect thereto) of, and in connection with the negotiation, syndication, investigation, preparation, execution and delivery of, recording or filing of, preservation of rights under, enforcement (including in connection with any workout, restructuring or similar negotiation) of, and refinancing, renegotiation or restructuring of, the Loan Documents any Credit Document and any proposed amendment, waiver or consent consent, whether or not adopted, relating thereto (including, without limitation, travel, photocopy, mailing, courier, telephone and other similar expenses of the Agents, the cost of environmental audits, surveys and appraisals conducted pursuant to this AgreementTrustees, the reasonable fees and disbursements of one special external counsel and not more than one local counsel in each applicable jurisdiction other outside consultants for the Agents (plus one additional special and local counsel of each type should their exist a conflict of interest or differing claims or defenses) Trustees and, in the case of enforcement, the reasonable fees and disbursements of external counsel for the Agents Trustees and any of the Lenders Note Holders; provided that to the extent it is feasible and other outside consultantsa conflict of interest does not exist in the reasonable judgment of the Series A Note Holders or Series B Note Holders as applicable, the Series A Note Holders shall all use the same counsel and the Series B Note Holders shall all use the same counsel); and promptly reimburse the Agents Trustees and the Note Holders for all amounts expended, advanced or incurred by the Agents or Trustees and any of the Lenders Note Holders to satisfy any obligation of the Borrowers Issuer under this Agreement Indenture or any Security Instrumentother Credit Document, including without limitation limitation, all costs and expenses of foreclosure; (iib) TO INDEMNIFY THE AGENTS EACH TRUSTEE, EACH NOTE HOLDER AND EACH LENDER CREDIT SUPPORT PARTY AND EACH OF THEIR AFFILIATES AND EACH OF THEIR OFFICERS, DIRECTORS, TRUSTEES, EMPLOYEES, REPRESENTATIVES, AGENTS, ATTORNEYS, ACCOUNTANTS, PARTNERS ACCOUNTANTS AND EXPERTS (“"INDEMNIFIED PARTIES”") FROM, HOLD EACH OF THEM HARMLESS AGAINST AND PROMPTLY UPON DEMAND PAY OR REIMBURSE EACH OF THEM FOR, THE INDEMNITY MATTERS WHICH MAY BE INCURRED BY OR ASSERTED AGAINST OR INVOLVE ANY OF THEM (WHETHER OR NOT ANY OF THEM IS DESIGNATED A PARTY THERETO AND WHETHER OR NOT ASSERTED BY ANY THIRD PARTY OR A LOAN PARTYTHERETO) AS A RESULT OF, ARISING OUT OF OR IN ANY WAY RELATED TO (I) ANY ACTUAL OR PROPOSED USE BY THE BORROWERS ISSUER OF THE PROCEEDS OF ANY OF THE LOANS OR LETTERS OF CREDITNOTES, (II) THE EXECUTION, DELIVERY AND PERFORMANCE OF THE LOAN CREDIT DOCUMENTS, (III) THE OPERATIONS OF THE BUSINESS OF HOLDINGS AND ITS SUBSIDIARIES, THE ISSUER OR ANY AFFILIATE THEREOF (IV) THE FAILURE OF THE ISSUER OR ANY LOAN PARTY AFFILIATE THEREOF TO COMPLY WITH THE TERMS OF ANY LOAN DOCUMENTCREDIT DOCUMENT INCLUDING, WITHOUT LIMITATION, THE PERFORMANCE AGREEMENT OR THIS INDENTURE, OR WITH ANY GOVERNMENTAL REQUIREMENT, (V) ANY INACCURACY OF ANY REPRESENTATION OR ANY BREACH OF ANY WARRANTY OR COVENANT OF THE ISSUER OR ANY LOAN PARTY AFFILIATE THEREOF SET FORTH IN ANY OF THE LOAN CREDIT DOCUMENTS, (VI) THE ISSUANCE, EXECUTION AND DELIVERY OR TRANSFER OF OR PAYMENT OR FAILURE TO PAY UNDER ANY LETTER OF CREDIT, OR (VII) THE PAYMENT OF A DRAWING UNDER ANY LETTER OF CREDIT NOTWITHSTANDING THE NON-COMPLIANCE, NON-DELIVERY OR OTHER IMPROPER PRESENTATION OF THE MANUALLY EXECUTED DRAFT(S) AND CERTIFICATION(S), (VIII) ANY ASSERTION THAT THE LENDERS TRUSTEE OR THE NOTE HOLDERS WERE NOT ENTITLED TO RECEIVE THE PROCEEDS RECEIVED PURSUANT TO THE SECURITY INSTRUMENTS CREDIT DOCUMENTS OR (IXVI) ANY OTHER ASPECT OF THE LOAN CREDIT DOCUMENTS, INCLUDING, WITHOUT LIMITATION LIMITATION, THE REASONABLE FEES AND DISBURSEMENTS OF COUNSEL AND ALL OTHER EXPENSES INCURRED IN CONNECTION WITH INVESTIGATING, DEFENDING OR PREPARING TO DEFEND ANY SUCH ACTION, SUIT, PROCEEDING (INCLUDING ANY INVESTIGATIONS, LITIGATION OR INQUIRIES) OR CLAIM AND INCLUDING ALL INDEMNITY MATTERS ARISING BY REASON OF -71- 77 THE ORDINARY NEGLIGENCE OF ANY INDEMNIFIED PARTY, EXCEPT TO BUT EXCLUDING ALL INDEMNITY MATTERS ARISING SOLELY BY REASON OF CLAIMS BETWEEN THE EXTENT ARISING FROM NOTE HOLDERS OR A NOTE HOLDER AND A NOTE HOLDER'S SHAREHOLDER OR SOLELY BY REASON OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT ON THE PART OF SUCH THE INDEMNIFIED PARTY AS DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENTPARTY; AND (iiic) TO INDEMNIFY AND HOLD HARMLESS FROM TIME TO TIME THE INDEMNIFIED PARTIES FROM AND AGAINST ANY AND ALL ACTUAL LOSSES, CLAIMS, COST RECOVERY ACTIONS, ADMINISTRATIVE ORDERS OR PROCEEDINGS, DAMAGES AND LIABILITIES TO WHICH ANY SUCH PERSON MAY BECOME SUBJECT IN CONNECTION WITH THIS INDENTURE, THE NOTE PURCHASE AGREEMENTS OR ANY OTHER CREDIT DOCUMENT (I) UNDER ANY ENVIRONMENTAL LAW APPLICABLE TO HOLDINGS OR ANY SUBSIDIARY OR ANY OF THEIR PROPERTIES, INCLUDING WITHOUT LIMITATION THE TREATMENT OR DISPOSAL OR OTHER RELEASE OF HAZARDOUS MATERIALS ON, AT, UNDER OR FROM ANY OF THEIR PROPERTIESLAW, (II) AS A RESULT OF THE BREACH OR NON-COMPLIANCE BY THE ISSUER OR ANY COMPANY AFFILIATE THEREOF WITH ANY ENVIRONMENTAL LAW APPLICABLE TO SUCH COMPANYTHE ISSUER OR ANY AFFILIATE THEREOF, (III) DUE TO PAST OWNERSHIP BY THE ISSUER OR ANY COMPANY AFFILIATE THEREOF OF ANY OF THEIR PROPERTIES OR PAST ACTIVITY ON ANY OF THEIR PROPERTIES WHICH, THOUGH LAWFUL AND FULLY PERMISSIBLE AT THE TIME, COULD RESULT IN PRESENT OR FUTURE LIABILITY, (IV) THE PRESENCE, USE, RELEASE, DISCHARGE, STORAGE, TREATMENT OR DISPOSAL OF HAZARDOUS MATERIALS ON, AT, UNDER SUBSTANCES OR FROM OIL ON OR AT ANY OF THE PROPERTIES NOW OR FORMERLY OWNED OR OPERATED BY HOLDINGS THE ISSUER OR ANY SUBSIDIARYAFFILIATE THEREOF, OR (V) ANY OTHER ENVIRONMENTAL, HEALTH OR SAFETY CONDITION RELATING TO ANY COMPANY; IN CONNECTION WITH THE CREDIT DOCUMENTS, PROVIDED, HOWEVER, NO INDEMNITY SHALL BE AFFORDED UNDER THIS SECTION 12.03(a)(iii) 12.16 IN RESPECT OF ANY PROPERTY OR FOR ANY OCCURRENCE TO THE EXTENT RESULTING ARISING SOLELY FROM THE ACTS OR OMISSIONS (IN EACH CASE CONSTITUTING GROSS NEGLIGENCE OR WILLFUL ACTS WILFUL MISCONDUCT) OF AN AGENT A TRUSTEE OR ANY LENDER AS DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENT WHETHER NOTE HOLDER ARISING DURING THE PERIOD AFTER WHICH SUCH PERSON, ITS SUCCESSORS OR ASSIGNS SHALL HAVE OBTAINED POSSESSION OF SUCH PROPERTY (WHETHER BY FORECLOSURE OR DEED IN LIEU OF FORECLOSURE, AS MORTGAGEE-IN-POSSESSION OR OTHERWISE) OR OTHERWISE). (bd) So long as no Indenture Default or Indenture Event of Default has occurred and is continuing, no Indemnified Party may settle any claim to be indemnified without the consent of the indemnitor, such consent not to be unreasonably withheld; provided, that the indemnitor may not reasonably withhold consent to any settlement that an Indemnified Party proposes, if the indemnitor does not have the financial ability to pay all its obligations outstanding and asserted against the indemnitor at that time, including the maximum potential claims against the Indemnified Party to be indemnified pursuant to this Section 12.16. (e) In the case of any indemnification hereunder, the applicable Agent or Lender, as appropriate an Indemnified Party shall give notice to the Parent Borrower Issuer of any such claim or demand being made against it; provided, however, that the failure to give such notice shall not release the Issuer from any of its obligations, except to the extent that failure to give notice of any action, suit or proceeding against such Indemnified Party and shall prevent the Borrowers shall have the non‑exclusive right Issuer's ability to join in the defense against any contest such claim or demand. Subject to the provisions of the following paragraph, the Issuer shall at its sole cost and expense be entitled to control, and shall assume full responsibility for, the defense of such claim or liability; provided thatthat the Issuer shall keep the Indemnified Party which is the subject of such proceeding fully apprised of the status of such proceeding and shall provide such Indemnified Party with all information with respect to such proceeding as such Indemnified Person shall reasonably request. Notwithstanding any of the foregoing to the contrary, the Issuer shall not be entitled to control and assume responsibility for the defense of such claim or liability if (i) an Indenture Event of Default shall have occurred and be continuing, (ii) such proceeding will involve any possibility of the Borrowers provide sale, forfeiture or loss of, or the creation of any Lien (other than an Excepted Lien or a defenseLien which is adequately bonded to the satisfaction of such Indemnified Party) on, the Trust Estate or any part thereof, (iii) in the good faith opinion of such Indemnified Party, there exists an actual or potential conflict of interest such that it is advisable for such Indemnified Person to retain control of such proceeding or (iv) such claim or liability involves the possibility of criminal sanctions or liability to such Indemnified Party. In the circumstances described in clauses (i) - (iv), the Indemnified Party shall bear be entitled to control and assume responsibility for the defense of such claim or liability at the expense of the Issuer. In addition, any Indemnified Party may participate in any proceeding controlled by the Issuer, at its own cost expense in respect of other defense unless there is a conflict between any such proceeding as to which the Borrowers and such Issuer shall have acknowledged in writing its obligation to indemnify the Indemnified Party, and at the expense of the Issuer in respect of any such proceeding as to which the Issuer shall not have so acknowledged its obligation to the Indemnified Party, the Issuer may in any event participate in all such proceedings at its own cost. Nothing contained herein shall be deemed to require an Indemnified Party to contest any claim or demand or to assume responsibility for or control of any judicial proceeding with respect thereto. (cf) THE FOREGOING INDEMNITIES SHALL EXTEND TO THE INDEMNIFIED PARTIES NOTWITHSTANDING THE SOLE OR CONCURRENT NEGLIGENCE OF EVERY KIND OR CHARACTER WHATSOEVER, WHETHER ACTIVE OR PASSIVE, WHETHER AN AFFIRMATIVE ACT OR AN OMISSION, INCLUDING WITHOUT LIMITATION, ALL TYPES OF NEGLIGENT CONDUCT IDENTIFIED IN THE RESTATEMENT (SECOND) OF TORTS OF ONE OR MORE OF THE INDEMNIFIED PARTIES OR BY REASON OF STRICT LIABILITY IMPOSED WITHOUT FAULT ON ANY ONE OR MORE OF THE INDEMNIFIED PARTIES. TO THE EXTENT THAT AN INDEMNIFIED PARTY IS FOUND TO HAVE COMMITTED AN ACT OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENTMISCONDUCT, THIS CONTRACTUAL OBLIGATION OF INDEMNIFICATION AS TO SUCH INDEMNIFIED PARTY SHALL CONTINUE BUT SHALL ONLY EXTEND TO THE PORTION OF THE CLAIM THAT IS DEEMED TO HAVE OCCURRED BY REASON OF EVENTS OTHER THAN THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE INDEMNIFIED PARTY. (dg) Each Borrower’s The Issuer's obligations under this Section 12.03 12.16 shall survive any termination of this Agreement Indenture or any other Credit Document and the payment of the Loans Notes and shall continue thereafter in full force and effect. (eh) The Borrowers Issuer shall pay any amounts due under this Section 12.03 12.16 within thirty (30) days of the receipt by the Parent Borrower Issuer of notice of the amount due. (f) To the fullest extent permitted by applicable Governmental Requirements, no party hereto shall assert, and each party hereto hereby waives, any claim against any other party hereto, 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 Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnified Party referred to in clause (b) above 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 Loan Documents or the transactions contemplated hereby or thereby.