Common use of Payment of Expenses, Indemnities Clause in Contracts

Payment of Expenses, Indemnities. (a) Each Grantor agrees to pay or promptly reimburse the Administrative Agent and each other Secured Party for all documented advances, charges, costs and expenses (including, without limitation, all documented costs and expenses of holding, preparing for sale and selling, collecting or otherwise realizing upon the Collateral and all documented fees, disbursements, and expenses of one outside counsel to each such party (and any required special or local counsel to each such party) and court costs) incurred by any Secured Party in connection with the enforcement or protection of its rights in connection with this Agreement, including, without limitation, in connection with (i) the preservation of the Lien of, or the rights of the Administrative Agent or any other Secured Party under, this Agreement, (ii) any actual or attempted sale, lease, disposition, exchange, collection, compromise, settlement or other realization in respect of, or care of, the Collateral, including all such costs and expenses incurred in any bankruptcy, reorganization, workout or other similar proceeding, or (iii) collecting against such Grantor under the guarantee contained in Article II or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Grantor is a party. (b) Each Grantor shall indemnify each Indemnitee against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and expenses (including the fees, disbursements, and expenses of any counsel for any Indemnitee), and shall reimburse each Indemnitee upon demand for any legal or other expenses incurred in connection with investigating or defending any of the following, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Grantor or any of their Subsidiaries or Affiliates arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, the performance by the parties hereto of their respective obligations hereunder or the consummation of the transactions contemplated hereby, (ii) the Collateral (including any exercise of rights or remedies in connection therewith), or (iii) any actual or prospective suit, claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Grantor or any Grantor’s equity holders, Affiliates or creditors, and regardless of whether any Indemnitee or such Grantor is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or other expenses are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from (x) the bad faith, gross negligence or willful misconduct of such Indemnitee or (y) a material breach by such Indemnitee of any of its undertakings, obligations or commitments under this Agreement. (c) To the extent permitted by applicable law, the Grantors shall not assert, and hereby waive, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential, exemplary or punitive damages (as opposed to actual or direct 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 therein. (d) All amounts for which any Grantor is liable pursuant to this Section shall be due and payable by such Grantor to the Administrative Agent or any Secured Party upon demand.

Payment of Expenses, Indemnities. (a) Each Grantor agrees to pay or promptly reimburse the Administrative Agent and each other Secured Party for all documented advances, charges, costs and expenses (including, without limitation, all documented costs and expenses of holding, preparing for sale and selling, collecting or otherwise realizing upon the Collateral and all documented attorneys’ fees, disbursements, and legal expenses of one outside counsel to each such party (and any required special or local counsel to each such party) and court costs) incurred by any Secured Party in connection with the enforcement or protection exercise of its respective rights in connection with this Agreementand remedies hereunder, including, without limitation, any advances, charges, costs and expenses that may be incurred in any effort to enforce any of the provisions of this Agreement or any obligation of any Grantor in respect of the Collateral or in connection with (i) the preservation of the Lien of, or the rights of the Administrative Agent or any other Secured Party under, this Agreement, (ii) any actual or attempted sale, lease, disposition, exchange, collection, compromise, settlement or other realization in respect of, or care of, the Collateral, including all such costs and expenses incurred in any bankruptcy, reorganization, workout or other similar proceeding, or (iii) collecting against such Grantor under the guarantee contained in Article II or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Grantor is a party. (b) Each Grantor shall indemnify each Indemnitee againstagrees to pay, and hold each Indemnitee to save the Administrative Agent and the other Secured Parties harmless from, any and all liabilities, obligations, losses, claims, damages, liabilities and penalties, actions, judgments, suits, costs, expenses (including the fees, disbursements, and expenses or disbursements of any counsel for kind or nature whatsoever (including, without limitation, court costs and attorneys’ fees and any Indemnitee)and all liabilities with respect to, or resulting from any delay in paying, any and shall reimburse each Indemnitee upon demand for any legal all stamp, excise, sales or other expenses incurred taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with investigating or defending any of the following, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Grantor or any of their Subsidiaries or Affiliates arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, the performance by the parties hereto of their respective obligations hereunder or the consummation of the transactions contemplated herebyby this Agreement) incurred because of, (ii) incident to, or with respect to the Collateral (including including, without limitation, any exercise of rights or remedies in connection therewith)) or the execution, delivery, enforcement, performance or (iii) any actual or prospective suitadministration of this Agreement, claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Grantor or any Grantor’s equity holders, Affiliates or creditors, and regardless of whether any Indemnitee or such Grantor is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or other expenses are determined by a court the Borrowers would be required to do so pursuant to Section 10.3 of competent jurisdiction by final and non-appealable judgment to have resulted from (x) the bad faith, gross negligence or willful misconduct of such Indemnitee or (y) a material breach by such Indemnitee of any of its undertakings, obligations or commitments under this Credit Agreement. (c) To the extent permitted by applicable law, the Grantors shall not assert, and hereby waive, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential, exemplary or punitive damages (as opposed to actual or direct 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 therein. (d) All amounts for which any Grantor is liable pursuant to this Section shall be due and payable by such Grantor to the Administrative Agent or any Secured Party upon demand.

Payment of Expenses, Indemnities. Etc. (a) Each Grantor agrees Borrower agrees: (i) whether or not the transactions hereby contemplated are consummated, to pay or promptly reimburse all reasonable and documented expenses of Agent in the Administrative administration (both before and after the execution hereof and including advice of counsel as to the rights and duties of Agent and each other Secured Party for all documented advancesthe Lenders with respect thereto) of, chargesand in connection with the negotiation, costs syndication, investigation, preparation, execution and expenses delivery of, recording or filing of, preservation of rights under, enforcement of, and refinancing, renegotiation or restructuring of, the Loan Documents and any amendment, waiver or consent relating thereto (including, without limitation, reasonable and documented travel, photocopy, mailing, courier, telephone and other similar expenses of Agent, the cost of environmental audits, surveys and appraisals at reasonable intervals, the reasonable fees and disbursements of counsel and other outside consultants for Agent and, in the case of enforcement, the reasonable fees and disbursements of counsel for Agent and any of the Lenders); and promptly reimburse Agent for all reasonable and documented amounts expended, advanced or incurred by Agent or the Lenders to satisfy any obligation of Borrower under this Agreement or any other Loan Document, including without limitation, all costs and expenses of holding, preparing for sale and selling, collecting or otherwise realizing upon the Collateral and all documented fees, disbursements, and expenses of one outside counsel to each such party (and any required special or local counsel to each such party) and court costs) incurred by any Secured Party in connection with the enforcement or protection of its rights in connection with this Agreement, including, without limitation, in connection with (i) the preservation of the Lien of, or the rights of the Administrative Agent or any other Secured Party under, this Agreement, foreclosure; (ii) any actual or attempted saleTO INDEMNIFY AGENT, leaseISSUING BANK AND EACH LENDER AND EACH OF THEIR AFFILIATES AND EACH OF THEIR OFFICERS, dispositionDIRECTORS, exchangeEMPLOYEES, collectionREPRESENTATIVES, compromiseAGENTS, settlement or other realization in respect ofATTORNEYS, or care ofACCOUNTANTS AND EXPERTS (“INDEMNIFIED PARTIES”) FROM, the CollateralHOLD EACH OF THEM HARMLESS AGAINST AND PROMPTLY UPON DEMAND PAY OR REIMBURSE EACH OF THEM FOR, including all such costs and expenses incurred in any bankruptcyTHE 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, reorganizationARISING OUT OF OR IN ANY WAY RELATED TO (I) ANY ACTUAL OR PROPOSED USE BY BORROWER OF THE PROCEEDS OF ANY OF THE LOANS OR LETTERS OF CREDIT, workout or other similar proceeding(II) THE EXECUTION, or DELIVERY AND PERFORMANCE OF THE LOAN DOCUMENTS, (III) THE OPERATIONS OF THE BUSINESS OF BORROWER AND ITS SUBSIDIARIE(S), (IV) THE FAILURE OF BORROWER OR ANY SUBSIDIARY 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 BORROWER OR ANY GUARANTORS 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, (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, BUT EXCLUDING ALL INDEMNITY MATTERS ARISING SOLELY BY REASON OF CLAIMS BETWEEN THE LENDERS OR ANY LENDER AND AGENT OR A LENDER’S SHAREHOLDERS AGAINST AGENT OR LENDER OR BY REASON OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT ON THE PART OF THE INDEMNIFIED PARTY; AND (iii) collecting against such Grantor under the guarantee contained in Article II or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Grantor is a partyTO INDEMNIFY AND HOLD HARMLESS FROM TIME TO TIME THE INDEMNIFIED PARTIES FROM AND AGAINST ANY AND ALL 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 BORROWER OR ANY SUBSIDIARY OR ANY OF THEIR PROPERTIES, INCLUDING WITHOUT LIMITATION, THE TREATMENT OR DISPOSAL OF HAZARDOUS SUBSTANCES ON ANY OF THEIR PROPERTIES, (II) AS A RESULT OF THE BREACH OR NON-COMPLIANCE BY BORROWER OR ANY SUBSIDIARY WITH ANY ENVIRONMENTAL LAW APPLICABLE TO BORROWER OR ANY SUBSIDIARY, (III) DUE TO PAST OWNERSHIP BY 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 TIME, COULD RESULT IN PRESENT LIABILITY, (IV) THE PRESENCE, USE, RELEASE, STORAGE, TREATMENT OR DISPOSAL OF HAZARDOUS SUBSTANCES ON OR AT ANY OF THEIR PROPERTIES OWNED OR OPERATED BY BORROWER OR ANY SUBSIDIARY OR (V) ANY OTHER ENVIRONMENTAL, HEALTH OR SAFETY CONDITION IN CONNECTION WITH THE LOAN DOCUMENTS PROVIDED, HOWEVER, NO INDEMNITY SHALL BE AFFORDED UNDER THIS SECTION 12.03(A)(III) IN RESPECT OF ANY PROPERTY FOR ANY OCCURRENCE ARISING FROM THE ACTS OR OMISSIONS OF AGENT OR ANY LENDER 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). (b) Each Grantor 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, Agent or Lender, as appropriate shall indemnify each Indemnitee againstgive notice to Borrower of any such claim or demand being made against the Indemnified Party and Borrower shall have the non-exclusive right to join in the defense against any such claim or demand provided that if Borrower provides a defense, the Indemnified Party shall bear its own cost of defense unless there is a conflict between Borrower and such Indemnified Party. (d) 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 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. (e) To the fullest extent permitted by applicable law, Borrower shall not assert, and hold each Indemnitee harmless fromhereby waives, any and all losses, claims, damages, liabilities and expenses (including the fees, disbursements, and expenses of any counsel for any Indemnitee), and shall reimburse each Indemnitee upon demand for any legal or other expenses incurred in connection with investigating or defending any of the following, incurred by any Indemnitee or asserted claim against any Indemnitee by Indemnified Party, on any third party theory of liability, for special, indirect, consequential or by any Grantor punitive damages (as opposed to direct or any of their Subsidiaries or Affiliates actual damages) arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, the performance by the parties hereto of their respective obligations hereunder or the consummation of the transactions contemplated hereby, (ii) the Collateral (including any exercise of rights or remedies in connection therewith), or (iii) any actual or prospective suit, claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Grantor or any Grantor’s equity holders, Affiliates or creditors, and regardless of whether any Indemnitee or such Grantor is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or other expenses are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from (x) the bad faith, gross negligence or willful misconduct of such Indemnitee or (y) a material breach by such Indemnitee of any of its undertakings, obligations or commitments under this Agreement. (c) To the extent permitted by applicable law, the Grantors shall not assert, and hereby waive, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential, exemplary or punitive damages (as opposed to actual or direct 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 thereinhereby or thereby, any Loan or Letter of Credit, or the use of the proceeds thereof. No Indemnified Party 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. (df) All amounts for which any Grantor is liable pursuant to Borrower’s obligations under this Section 12.03 shall be survive any termination of this Agreement and the payment of the Notes and shall continue thereafter in full force and effect. (g) Borrower shall pay any amounts due and payable under this Section 12.03 within thirty (30) days of the receipt by such Grantor to Borrower of notice of the Administrative Agent or any Secured Party upon demandamount due.

Payment of Expenses, Indemnities. (a) Each Grantor agrees to pay or promptly reimburse the Administrative Agent and each other Secured Party for all documented out-of-pocket advances, charges, costs and expenses (including, without limitation, all documented out-of-pocket costs and expenses of holding, preparing for sale and selling, collecting or otherwise realizing upon the Collateral and all documented reasonable attorneys’ fees, disbursements, and legal expenses of one outside counsel to each such party (and any required special or local counsel to each such party) and court costs) incurred by any Secured Party in connection with the enforcement or protection exercise of its respective rights in connection with this Agreementand remedies hereunder, including, without limitation, any out-of-pocket advances, charges, costs and expenses that may be incurred in any effort to enforce any of the provisions of this Agreement or any obligation of any Grantor in respect of the Collateral or in connection with (i) the preservation of the Lien of, or the rights of the Administrative Agent or any other Secured Party under, this Agreement, (ii) any actual or attempted sale, lease, disposition, exchange, collection, compromise, settlement or other realization in respect of, or care of, the Collateral, including all such out-of-pocket costs and expenses incurred in any bankruptcy, reorganization, workout or other similar proceeding, or (iii) collecting against such Grantor under the guarantee contained in Article II or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Grantor is a party. (b) Each Grantor shall indemnify each Indemnitee againstagrees to pay, and hold each Indemnitee to save the Administrative Agent and the other Secured Parties harmless from, any and all liabilities, obligations, losses, claims, damages, liabilities and penalties, actions, judgments, suits, costs, expenses (including the fees, disbursements, and expenses or disbursements of any counsel for kind or nature whatsoever (including, without limitation, court costs and reasonable attorneys’ fees and any Indemnitee)and all liabilities with respect to, or resulting from any delay in paying, any and shall reimburse each Indemnitee upon demand for any legal all stamp, excise, sales or other expenses incurred taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with investigating or defending any of the following, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Grantor or any of their Subsidiaries or Affiliates arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, the performance by the parties hereto of their respective obligations hereunder or the consummation of the transactions contemplated herebyby this Agreement) incurred because of, (ii) incident to, or with respect to the Collateral (including including, without limitation, any exercise of rights or remedies in connection therewith)) or the execution, delivery, enforcement, performance or (iii) any actual or prospective suitadministration of this Agreement, claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Grantor or any Grantor’s equity holders, Affiliates or creditors, and regardless of whether any Indemnitee or such Grantor is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or other expenses are determined by a court the Borrower would be required to do so pursuant to Section 10.3 of competent jurisdiction by final and non-appealable judgment to have resulted from (x) the bad faith, gross negligence or willful misconduct of such Indemnitee or (y) a material breach by such Indemnitee of any of its undertakings, obligations or commitments under this Credit Agreement. (c) To the extent permitted by applicable law, the Grantors shall not assert, and hereby waive, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential, exemplary or punitive damages (as opposed to actual or direct 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 therein. (d) All amounts for which any Grantor is liable pursuant to this Section shall be due and payable by such Grantor to the Administrative Agent or any Secured Party upon demand.

Payment of Expenses, Indemnities. (a) Each Grantor agrees to pay or promptly reimburse the Administrative Collateral Agent and each other Secured Party for all documented fees, advances, charges, costs and expenses (including, without limitation, all documented costs and expenses of holding, preparing for sale and selling, collecting or otherwise realizing upon the Collateral and all documented fees, disbursements, and expenses of one outside counsel to each such party (and any required special or local counsel to each such party) and court costs) incurred by any Secured Party in connection with the enforcement or protection of its rights in connection with this Agreement, including, without limitation, in connection with (i) the preservation of the Lien of, or the rights of the Administrative Collateral Agent or any other Secured Party under, this Agreement, (ii) any actual or attempted sale, lease, disposition, exchange, collection, compromise, settlement or other realization in respect of, or care of, the Collateral, including all such costs and expenses incurred in any bankruptcy, reorganization, workout or other similar proceeding, or (iii) collecting against such Grantor under the guarantee contained in Article II or otherwise enforcing or preserving any rights under this Agreement and the other Loan Note Documents to which such Grantor is a party. (b) Each Grantor shall shall, jointly and severally, indemnify each Indemnitee against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and expenses (including the fees, disbursements, and expenses of any counsel for any Indemnitee), and shall reimburse each Indemnitee upon demand for any legal or other expenses incurred in connection with investigating or defending any of the following, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Grantor or any of their Subsidiaries or Affiliates arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, the performance by the parties hereto of their respective obligations hereunder or the consummation of the transactions contemplated hereby, (ii) the Collateral (including any exercise of rights or remedies in connection therewith), or (iii) any actual or prospective suit, claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Grantor or any Grantor’s equity holders, Affiliates or creditors, and regardless of whether any Indemnitee or such Grantor is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or other expenses are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from (x) the bad faith, gross negligence or willful misconduct of such Indemnitee or (y) other than with respect to the Collateral Agent and its Related Parties, a material breach by such Indemnitee of any of its undertakings, obligations or commitments under this Agreement. (c) To the extent permitted by applicable law, the Grantors shall not assert, and hereby waive, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential, exemplary or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of this Agreement, any other Loan Note Document or any agreement or instrument contemplated hereby, the transactions contemplated therein. (d) All amounts for which any Grantor is liable pursuant to this Section shall be due and payable by such Grantor to the Administrative Collateral Agent or any Secured Party upon demand.

Payment of Expenses, Indemnities. (a) Each Grantor agrees to pay or promptly reimburse the Administrative Agent and each other Secured Party for all documented advances, charges, costs and expenses (including, without limitation, including all documented costs and expenses of holding, preparing for sale and selling, collecting or otherwise realizing upon the Collateral and all documented attorneys’ fees, disbursements, and legal expenses of one outside counsel to each such party (and any required special or local counsel to each such party) and court costs) incurred by any Secured Party in connection with the enforcement or protection exercise of its respective rights and remedies hereunder, including any advances, charges, costs and expenses that may be incurred in connection with any effort to enforce any of the provisions of this Agreement, including, without limitation, Agreement or any obligation of any Grantor in respect of the Collateral or in connection with (i) the preservation of the Lien of, or the rights of the Administrative Agent or any other Secured Party under, this Agreement, (ii) any actual or attempted sale, lease, disposition, exchange, collection, compromise, settlement or other realization in respect of, or care of, the Collateral, including all such costs and expenses incurred in any bankruptcy, reorganization, workout or other similar proceeding, or (iii) collecting against such Grantor under the guarantee contained in Article II or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Grantor is a party. (b) Each Grantor shall indemnify each Indemnitee againstagrees to pay, and hold each Indemnitee to save the Administrative Agent and the other Secured Parties harmless from, any and all liabilities, obligations, losses, claims, damages, liabilities and penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including the feescourt costs and attorneys’ fees and any and all liabilities with respect to, disbursementsor resulting from any delay in paying, any and expenses of any counsel for any Indemnitee)all stamp, and shall reimburse each Indemnitee upon demand for any legal excise, sales or other expenses incurred taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with investigating or defending any of the following, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Grantor or any of their Subsidiaries or Affiliates arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, the performance by the parties hereto of their respective obligations hereunder or the consummation of the transactions contemplated herebyby this Agreement) incurred because of, (ii) incident to, or with respect to the Collateral (including any exercise of rights or remedies in connection therewith)) or the execution, delivery, enforcement, performance or (iii) any actual or prospective suitadministration of this Agreement, claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Grantor or any Grantor’s equity holders, Affiliates or creditors, and regardless of whether any Indemnitee or such Grantor is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or other expenses are determined by a court the Borrowers would be required to do so pursuant to Section 10.3 of competent jurisdiction by final and non-appealable judgment to have resulted from (x) the bad faith, gross negligence or willful misconduct of such Indemnitee or (y) a material breach by such Indemnitee of any of its undertakings, obligations or commitments under this Credit Agreement. (c) To the extent permitted by applicable law, the Grantors shall not assert, and hereby waive, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential, exemplary or punitive damages (as opposed to actual or direct 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 therein. (d) All amounts for which any Grantor is liable pursuant to this Section shall be due and payable by such Grantor to the Administrative Agent or any Secured Party upon demand.

Payment of Expenses, Indemnities. (a) Each Grantor agrees to pay or promptly reimburse the Administrative Agent and each other Secured Party for all documented advances, charges, costs and expenses (including, without limitation, all documented costs and expenses of holding, preparing for sale and selling, collecting or otherwise realizing upon the Collateral and all documented attorneys’ fees, disbursements, and legal expenses of one outside counsel to each such party (and any required special or local counsel to each such party) and court costs) incurred by any Secured Party in connection with the enforcement or protection exercise of its respective rights in connection with this Agreementand remedies hereunder, including, without limitation, any advances, charges, costs and expenses that may be incurred in any effort to enforce any of the provisions of this Agreement or any obligation of any Grantor in respect of the Collateral or in connection with (i) the preservation of the Lien of, or the rights of the Administrative Agent or any other Secured Party under, this Agreement, (ii) any actual or attempted sale, lease, disposition, exchange, collection, compromise, settlement or other realization in respect of, or care of, the Collateral, including all such costs and expenses incurred in any bankruptcy, reorganization, workout or other similar proceeding, or (iii) collecting against such Grantor under the guarantee contained in Article II or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Grantor is a party. (b) Each Grantor shall indemnify each Indemnitee againstagrees to pay, and hold each Indemnitee to save the Administrative Agent and the other Secured Parties harmless from, any and all liabilities, obligations, losses, claims, damages, liabilities and penalties, actions, judgments, suits, costs, expenses (including the fees, disbursements, and expenses or disbursements of any counsel for kind or nature whatsoever (including, without limitation, court costs and attorneys’ fees and any Indemnitee)and all liabilities with respect to, or resulting from any delay in paying, any and shall reimburse each Indemnitee upon demand for any legal all stamp, excise, sales or other expenses incurred taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with investigating or defending any of the following, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Grantor or any of their Subsidiaries or Affiliates arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, the performance by the parties hereto of their respective obligations hereunder or the consummation of the transactions contemplated herebyby this Agreement) incurred because of, (ii) incident to, or with respect to the Collateral (including including, without limitation, any exercise of rights or remedies in connection therewith)) or the execution, delivery, enforcement, performance or (iii) any actual or prospective suitadministration of this Agreement, claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Grantor or any Grantor’s equity holders, Affiliates or creditors, and regardless of whether any Indemnitee or such Grantor is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities the Parent or other expenses are determined by a court the Borrowers would be required to do so pursuant to Section 10.3 of competent jurisdiction by final and non-appealable judgment to have resulted from (x) the bad faith, gross negligence or willful misconduct of such Indemnitee or (y) a material breach by such Indemnitee of any of its undertakings, obligations or commitments under this Credit Agreement. (c) To the extent permitted by applicable law, the Grantors shall not assert, and hereby waive, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential, exemplary or punitive damages (as opposed to actual or direct 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 therein. (d) All amounts for which any Grantor is liable pursuant to this Section shall be due and payable by such Grantor to the Administrative Agent or any Secured Party upon demand.

Payment of Expenses, Indemnities. (a) Each Grantor agrees to pay or promptly reimburse the Administrative Security Agent and each other Secured Party for all documented advances, charges, costs and expenses (including, without limitation, including all documented costs and expenses of holding, preparing for sale and selling, collecting or otherwise realizing upon the Collateral and all documented attorneys’ fees, disbursements, and legal expenses of one outside counsel to each such party (and any required special or local counsel to each such party) and court costs) incurred by the Security Agent or any Secured Party in connection with the enforcement or protection exercise of its respective rights and remedies hereunder, including any advances, charges, costs and expenses that may be incurred in connection with any effort to enforce any of the provisions of this Agreement, including, without limitation, Agreement or any obligation of any Grantor in respect of the Collateral or in connection with (i) the preservation of the Lien of, or the rights of the Administrative Security Agent or any other Secured Party under, this AgreementAgreemen t, (ii) any actual or attempted sale, lease, disposition, exchange, collection, compromise, settlement or other realization in respect of, or care of, the Collateral, including all such costs and expenses incurred in any bankruptcy, reorganization, workout or other similar proceeding, or (iii) collecting against such Grantor under the guarantee contained in Article II or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents documents executed in connection herewith to which such Grantor is a party. (b) Each Grantor shall indemnify each Indemnitee againstagrees to pay, and hold to save the Security Agent and each Indemnitee Secured Party harmless from, any and all liabilities, obligations, losses, claims, damages, liabilities and penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including the feescourt costs and attorneys’ fees and any and all liabilities with respect to, disbursementsor resulting from any delay in paying, any and expenses of any counsel for any Indemnitee)all stamp, and shall reimburse each Indemnitee upon demand for any legal excise, sales or other expenses incurred taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with investigating or defending any of the following, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Grantor or any of their Subsidiaries or Affiliates arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, the performance by the parties hereto of their respective obligations hereunder or the consummation of the transactions contemplated herebyby this Agreement) incurred because of, (ii) incident to, or with respect to the Collateral (including any exercise of rights or remedies in connection therewith)) or the execution, delivery, enforcement, performance or (iii) any actual or prospective suit, claim, litigation, investigation or proceeding relating to any administration of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Grantor or any Grantor’s equity holders, Affiliates or creditors, and regardless of whether any Indemnitee or such Grantor is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or other expenses are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from (x) the bad faith, gross negligence or willful misconduct of such Indemnitee or (y) a material breach by such Indemnitee of any of its undertakings, obligations or commitments under this Agreement. (c) To the extent permitted by applicable law, the Grantors shall not assert, and hereby waive, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential, exemplary or punitive damages (as opposed to actual or direct 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 therein. (d) All amounts for which any Grantor is liable pursuant to this Section shall be due and payable by such Grantor to the Administrative Security Agent or any Secured Party upon demand.

Payment of Expenses, Indemnities. (a) Each Grantor agrees The Borrower agrees: (i) whether or not the transactions hereby contemplated are consummated, to pay or promptly reimburse all reasonable expenses of the 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 Agent and each other Secured Party for all documented advancesthe Lenders with respect thereto) of, chargesand in connection with the negotiation, costs investigation, preparation, execution and expenses delivery of, recording or filing of, preservation of rights under, enforcement 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 Agent, the cost of environmental audits, surveys and appraisals at reasonable intervals, the reasonable fees and disbursements of counsel and other outside consultants for the Agent and, in the case of enforcement, the reasonable fees and disbursements of counsel for the Agent and any of the Lenders); and promptly reimburse the Agent for all documented amounts expended, advanced or incurred by the Agent or the Lenders to satisfy any obligation of the Borrower under this Agreement or any Security Instrument, including without limitation, all costs and expenses of holding, preparing for sale and selling, collecting or otherwise realizing upon the Collateral and all documented fees, disbursements, and expenses of one outside counsel to each such party (and any required special or local counsel to each such party) and court costs) incurred by any Secured Party in connection with the enforcement or protection of its rights in connection with this Agreement, including, without limitation, in connection with (i) the preservation of the Lien of, or the rights of the Administrative Agent or any other Secured Party under, this Agreement, foreclosure; 79 (ii) any actual or attempted saleTO INDEMNIFY THE AGENT AND EACH LENDER AND EACH OF THEIR AFFILIATES AND EACH OF THEIR OFFICERS, leaseDIRECTORS, dispositionEMPLOYEES, exchangeREPRESENTATIVES, collectionAGENTS, compromiseATTORNEYS, settlement or other realization in respect ofACCOUNTANTS AND EXPERTS (“INDEMNIFIED PARTIES”) FROM, or care ofHOLD EACH OF THEM HARMLESS AGAINST AND PROMPTLY UPON DEMAND PAY OR REIMBURSE EACH OF THEM FOR, the CollateralTHE 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, including all such costs and expenses incurred in any bankruptcyARISING OUT OF OR IN ANY WAY RELATED TO (I) ANY ACTUAL OR PROPOSED USE BY THE BORROWER OF THE PROCEEDS OF ANY OF THE LOANS OR LETTERS OF CREDIT, reorganization(II) THE EXECUTION, workout or other similar proceedingDELIVERY AND PERFORMANCE OF THE LOAN DOCUMENTS, or (III) THE OPERATIONS OF THE BUSINESS OF THE BORROWER AND ITS SUBSIDIARIES, (IV) THE FAILURE OF THE BORROWER OR ANY SUBSIDIARY TO COMPLY WITH THE TERMS OF ANY SECURITY INSTRUMENT OR THIS AGREEMENT, OR WITH ANY GOVERNMENTAL REQUIREMENT, (V) ANY INACCURACY OF ANY REPRESENTATION OR ANY BREACH OF ANY WARRANTY OF THE BORROWER OR ANY GUARANTOR 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, BUT EXCLUDING ALL INDEMNITY MATTERS ARISING SOLELY BY REASON OF CLAIMS BETWEEN THE LENDERS OR ANY LENDER AND THE AGENT OR A LENDER’S SHAREHOLDERS AGAINST THE AGENT OR LENDER OR BY REASON OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT ON THE PART OF THE INDEMNIFIED PARTY; AND 80 (iii) collecting against such Grantor under the guarantee contained in Article II or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Grantor is a partyTO INDEMNIFY AND HOLD HARMLESS FROM TIME TO TIME THE INDEMNIFIED PARTIES FROM AND AGAINST ANY AND ALL 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 THE BORROWER OR ANY SUBSIDIARY OR ANY OF THEIR PROPERTIES, INCLUDING WITHOUT LIMITATION, THE TREATMENT OR DISPOSAL OF HAZARDOUS SUBSTANCES ON ANY OF THEIR PROPERTIES, (II) AS A RESULT OF THE BREACH OR NON-COMPLIANCE BY THE BORROWER OR ANY SUBSIDIARY WITH ANY ENVIRONMENTAL LAW APPLICABLE TO THE BORROWER OR ANY SUBSIDIARY, (III) DUE 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 TIME, COULD RESULT IN PRESENT LIABILITY, (IV) THE PRESENCE, USE, RELEASE, STORAGE, TREATMENT OR DISPOSAL OF HAZARDOUS SUBSTANCES ON OR AT ANY OF THE PROPERTIES OWNED OR OPERATED BY THE BORROWER OR ANY SUBSIDIARY, OR (V) ANY OTHER ENVIRONMENTAL, HEALTH OR SAFETY CONDITION IN CONNECTION WITH THE LOAN DOCUMENTS; PROVIDED, HOWEVER, NO INDEMNITY SHALL BE AFFORDED UNDER THIS SECTION 12.03(A)(III) IN RESPECT OF ANY PROPERTY FOR ANY OCCURRENCE ARISING FROM THE ACTS OR OMISSIONS OF THE AGENT OR ANY LENDER 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). (b) Each Grantor shall indemnify each Indemnitee againstNo 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 hold each Indemnitee harmless fromasserted against the indemnitor at that time, any and all losses, claims, damages, liabilities and expenses (including the fees, disbursements, and expenses of any counsel for any Indemnitee), and shall reimburse each Indemnitee upon demand for any legal or other expenses incurred in connection with investigating or defending any of maximum potential claims against the following, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Grantor or any of their Subsidiaries or Affiliates arising out of, in connection with, or as a result of (i) the execution or delivery of Indemnified Party to be indemnified pursuant to this Agreement, the performance by the parties hereto of their respective obligations hereunder or the consummation of the transactions contemplated hereby, (ii) the Collateral (including any exercise of rights or remedies in connection therewith), or (iii) any actual or prospective suit, claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Grantor or any Grantor’s equity holders, Affiliates or creditors, and regardless of whether any Indemnitee or such Grantor is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or other expenses are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from (x) the bad faith, gross negligence or willful misconduct of such Indemnitee or (y) a material breach by such Indemnitee of any of its undertakings, obligations or commitments under this AgreementSection 12.03. (c) To In the extent permitted by applicable lawcase of any indemnification hereunder, the Grantors Agent or Lender, as appropriate shall not assert, give notice to the Borrower of any such claim or demand being made against the Indemnified Party and hereby waive, any claim the Borrower shall have the non-exclusive right to join in the defense against any Indemnitee, on any theory of liability, for special, indirect, consequential, exemplary such claim or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as demand provided that if the Borrower provides a result of this Agreement, any other Loan Document or any agreement or instrument contemplated herebydefense, the transactions contemplated thereinIndemnified Party shall bear its own cost of defense unless there is a conflict between the Borrower and such Indemnified Party. (d) All amounts for which any Grantor is liable pursuant to this Section shall be due and payable by such Grantor to the Administrative Agent or any Secured Party upon demand.

Payment of Expenses, Indemnities. Etc. (a) Each Grantor agrees Borrower agrees: (i) whether or not the transactions hereby contemplated are consummated, to pay or promptly reimburse all reasonable and documented expenses of Agent in the Administrative administration (both before and after the execution hereof and including advice of counsel as to the rights and duties of Agent and each other Secured Party for all documented advancesthe Lenders with respect thereto) of, chargesand in connection with the negotiation, costs syndication, investigation, preparation, execution and expenses delivery of, recording or filing of, preservation of rights under, enforcement of, and refinancing, renegotiation or restructuring of, the Loan Documents and any amendment, waiver or consent relating thereto (including, without limitation, reasonable and documented travel, photocopy, mailing, courier, telephone and other similar expenses of Agent, the cost of environmental audits, surveys and appraisals at reasonable intervals, the reasonable fees and disbursements of counsel and other outside consultants for Agent and, in the case of enforcement, the reasonable fees and disbursements of counsel for Agent and any of the Lenders); and promptly reimburse Agent for all reasonable and documented amounts expended, advanced or incurred by Agent or the Lenders to satisfy any obligation of Borrower under this Agreement or any other Loan Document, including without limitation, all costs and expenses of holding, preparing for sale and selling, collecting or otherwise realizing upon the Collateral and all documented fees, disbursements, and expenses of one outside counsel to each such party (and any required special or local counsel to each such party) and court costs) incurred by any Secured Party in connection with the enforcement or protection of its rights in connection with this Agreement, including, without limitation, in connection with (i) the preservation of the Lien of, or the rights of the Administrative Agent or any other Secured Party under, this Agreement, foreclosure; (ii) any actual or attempted saleTO INDEMNIFY AGENT, leaseISSUING BANK, dispositionSWING LINE LENDER AND EACH LENDER AND EACH OF THEIR AFFILIATES AND EACH OF THEIR OFFICERS, exchangeDIRECTORS, collectionEMPLOYEES, compromiseREPRESENTATIVES, settlement or other realization in respect ofAGENTS, or care ofATTORNEYS, the CollateralACCOUNTANTS AND EXPERTS (“INDEMNIFIED PARTIES”) FROM, including all such costs and expenses incurred in any bankruptcyHOLD EACH OF THEM HARMLESS AGAINST AND PROMPTLY UPON DEMAND PAY OR REIMBURSE EACH OF THEM FOR, reorganizationTHE 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, workout or other similar proceedingARISING OUT OF OR IN ANY WAY RELATED TO (I) ANY ACTUAL OR PROPOSED USE BY BORROWER OF THE PROCEEDS OF ANY OF THE LOANS OR LETTERS OF CREDIT, or (II) THE EXECUTION, DELIVERY AND PERFORMANCE OF THE LOAN DOCUMENTS, (III) THE OPERATIONS OF THE BUSINESS OF BORROWER AND ITS SUBSIDIARIE(S), (IV) THE FAILURE OF BORROWER OR ANY SUBSIDIARY 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 BORROWER OR ANY GUARANTORS 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, (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, BUT EXCLUDING ALL INDEMNITY MATTERS ARISING SOLELY BY REASON OF CLAIMS BETWEEN THE LENDERS OR ANY LENDER AND AGENT OR A LENDER’S SHAREHOLDERS AGAINST AGENT OR LENDER OR BY REASON OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT ON THE PART OF THE INDEMNIFIED PARTY; AND (iii) collecting against such Grantor under the guarantee contained in Article II or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Grantor is a partyTO INDEMNIFY AND HOLD HARMLESS FROM TIME TO TIME THE INDEMNIFIED PARTIES FROM AND AGAINST ANY AND ALL 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 BORROWER OR ANY SUBSIDIARY OR ANY OF THEIR PROPERTIES, INCLUDING WITHOUT LIMITATION, THE TREATMENT OR DISPOSAL OF HAZARDOUS SUBSTANCES ON ANY OF THEIR PROPERTIES, (II) AS A RESULT OF THE BREACH OR NON-COMPLIANCE BY BORROWER OR ANY SUBSIDIARY WITH ANY ENVIRONMENTAL LAW APPLICABLE TO BORROWER OR ANY SUBSIDIARY, (III) DUE TO PAST OWNERSHIP BY 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 TIME, COULD RESULT IN PRESENT LIABILITY, (IV) THE PRESENCE, USE, RELEASE, STORAGE, TREATMENT OR DISPOSAL OF HAZARDOUS SUBSTANCES ON OR AT ANY OF THEIR PROPERTIES OWNED OR OPERATED BY BORROWER OR ANY SUBSIDIARY OR (V) ANY OTHER ENVIRONMENTAL, HEALTH OR SAFETY CONDITION IN CONNECTION WITH THE LOAN DOCUMENTS PROVIDED, HOWEVER, NO INDEMNITY SHALL BE AFFORDED UNDER THIS SECTION 12.03(A)(III) IN RESPECT OF ANY PROPERTY FOR ANY OCCURRENCE ARISING FROM THE ACTS OR OMISSIONS OF AGENT OR ANY LENDER 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). (b) Each Grantor 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, Agent or Lender, as appropriate shall indemnify each Indemnitee againstgive notice to Borrower of any such claim or demand being made against the Indemnified Party and Borrower shall have the non-exclusive right to join in the defense against any such claim or demand provided that if Borrower provides a defense, the Indemnified Party shall bear its own cost of defense unless there is a conflict between Borrower and such Indemnified Party. (d) 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 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. (e) To the fullest extent permitted by applicable law, Borrower shall not assert, and hold each Indemnitee harmless fromhereby waives, any and all losses, claims, damages, liabilities and expenses (including the fees, disbursements, and expenses of any counsel for any Indemnitee), and shall reimburse each Indemnitee upon demand for any legal or other expenses incurred in connection with investigating or defending any of the following, incurred by any Indemnitee or asserted claim against any Indemnitee by Indemnified Party, on any third party theory of liability, for special, indirect, consequential or by any Grantor punitive damages (as opposed to direct or any of their Subsidiaries or Affiliates actual damages) arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, the performance by the parties hereto of their respective obligations hereunder or the consummation of the transactions contemplated hereby, (ii) the Collateral (including any exercise of rights or remedies in connection therewith), or (iii) any actual or prospective suit, claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Grantor or any Grantor’s equity holders, Affiliates or creditors, and regardless of whether any Indemnitee or such Grantor is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or other expenses are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from (x) the bad faith, gross negligence or willful misconduct of such Indemnitee or (y) a material breach by such Indemnitee of any of its undertakings, obligations or commitments under this Agreement. (c) To the extent permitted by applicable law, the Grantors shall not assert, and hereby waive, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential, exemplary or punitive damages (as opposed to actual or direct 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 thereinhereby or thereby, any Loan or Letter of Credit, or the use of the proceeds thereof. No Indemnified Party 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. (df) All amounts for which any Grantor is liable pursuant to Borrower’s obligations under this Section 12.03 shall be survive any termination of this Agreement and the payment of the Notes and shall continue thereafter in full force and effect. (g) Borrower shall pay any amounts due and payable under this Section 12.03 within thirty (30) days of the receipt by such Grantor to Borrower of notice of the Administrative Agent or any Secured Party upon demandamount due.

Payment of Expenses, Indemnities. (a) Each Grantor agrees to pay or promptly reimburse the Administrative Agent and each other Secured Party for all advances and reasonable and documented advances, out-of-pocket charges, costs and expenses (including, without limitation, all reasonable and documented out-of-pocket costs and expenses of holding, preparing for sale and selling, collecting or otherwise realizing upon the Collateral and all reasonable and documented out-of-pocket attorneys’ fees, disbursements, and legal expenses of one outside counsel to each such party (and any required special or local counsel to each such party) and court costs) incurred by any Secured Party in connection with the enforcement or protection exercise of its respective rights in connection with this Agreementand remedies hereunder, including, without limitation, any advances and reasonable and documented out-of-pocket charges, costs and expenses that may be incurred in any effort to enforce any of the provisions of this Agreement or any obligation of any Grantor in respect of the Collateral or in connection with (i) the preservation of the Lien of, or the rights of the Administrative Agent or any other Secured Party under, this Agreement, (ii) any actual or attempted sale, lease, disposition, exchange, collection, compromise, settlement or other realization in respect of, or care of, the Collateral, including all such costs and expenses incurred in any bankruptcy, reorganization, workout or other similar proceeding, or (iii) collecting against such Grantor under the guarantee contained in Article II or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Grantor is a party. (b) Each Grantor shall indemnify each Indemnitee againstagrees to pay, and hold each Indemnitee to save the Administrative Agent and the other Secured Parties harmless from, any and all liabilities, obligations, losses, claims, damages, liabilities and penalties, actions, judgments, suits, costs, expenses (including the fees, disbursements, and expenses or disbursements of any counsel for kind or nature whatsoever (including, without limitation, court costs and attorneys’ fees and any Indemnitee)and all liabilities with respect to, or resulting from any delay in paying, any and shall reimburse each Indemnitee upon demand for any legal all stamp, excise, sales or other expenses incurred taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with investigating or defending any of the following, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Grantor or any of their Subsidiaries or Affiliates arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, the performance by the parties hereto of their respective obligations hereunder or the consummation of the transactions contemplated herebyby this Agreement) incurred because of, (ii) incident to, or with respect to the Collateral (including including, without limitation, any exercise of rights or remedies in connection therewith)) or the execution, delivery, enforcement, performance or (iii) any actual or prospective suitadministration of this Agreement, claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Grantor or any Grantor’s equity holders, Affiliates or creditors, and regardless of whether any Indemnitee or such Grantor is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or other expenses are determined by a court the Borrower would be required to do so pursuant to Section 10.3 of competent jurisdiction by final and non-appealable judgment to have resulted from (x) the bad faith, gross negligence or willful misconduct of such Indemnitee or (y) a material breach by such Indemnitee of any of its undertakings, obligations or commitments under this Credit Agreement. (c) To the extent permitted by applicable law, the Grantors shall not assert, and hereby waive, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential, exemplary or punitive damages (as opposed to actual or direct 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 therein. (d) All amounts for which any Grantor is liable pursuant to this Section shall be due and payable by such Grantor to the Administrative Agent or any Secured Party upon demand.

Payment of Expenses, Indemnities. (a) Each Grantor Guarantor agrees to pay or promptly reimburse the Administrative Agent and each other Secured Party Beneficiary for all documented advances, charges, costs and expenses (including, without limitation, all documented costs and expenses of holding, preparing for sale and selling, collecting or otherwise realizing upon the Collateral and all documented attorneys’ fees, disbursements, and legal expenses of one outside counsel to each such party (and any required special or local counsel to each such party) and court costs) incurred by any Secured Party such Person in connection with the enforcement or protection exercise of its respective rights in connection with this Agreementand remedies hereunder, including, without limitation, any advances, charges, costs and expenses that may be incurred in any effort to enforce any of the provisions of this Agreement or any obligation of any Guarantor in connection with (i) the preservation of the Lien of, or the rights of the Administrative Agent or any other Secured Party under, Beneficiary under this Agreement, or (ii) any actual or attempted sale, lease, disposition, exchange, collection, compromise, settlement or other realization in respect of, or care of, the Collateral, including all such costs and expenses incurred in any bankruptcy, reorganization, workout or other similar proceeding, or (iii) collecting against such Grantor Guarantor under the guarantee contained in Article II or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Grantor Guarantor is a party. (b) Each Grantor shall indemnify each Indemnitee againstGuarantor agrees to pay, and hold each Indemnitee to save the Administrative Agent and the other Beneficiaries harmless from, any and all liabilities, obligations, losses, claims, damages, liabilities and penalties, actions, judgments, suits, costs, expenses (including the fees, disbursements, and expenses or disbursements of any counsel for kind or nature whatsoever (including, without limitation, court costs and attorneys’ fees and any Indemnitee)and all liabilities with respect to, or resulting from any delay in paying, any and shall reimburse each Indemnitee upon demand for any legal all stamp, excise, sales or other expenses incurred taxes which may be payable or determined to be payable in connection with investigating or defending any of the following, transactions contemplated by this Agreement) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Grantor or any of their Subsidiaries or Affiliates arising out because of, in connection withincident to, or as a result of (i) with respect to the execution execution, delivery, enforcement, performance or delivery administration of this Agreement, the performance by the parties hereto of their respective obligations hereunder or the consummation of the transactions contemplated hereby, (ii) the Collateral (including any exercise of rights or remedies in connection therewith), or (iii) any actual or prospective suit, claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Grantor or any Grantor’s equity holders, Affiliates or creditors, and regardless of whether any Indemnitee or such Grantor is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or other expenses are determined by a court the Borrower would be required to do so pursuant to Section 10.3 of competent jurisdiction by final and non-appealable judgment to have resulted from (x) the bad faith, gross negligence or willful misconduct of such Indemnitee or (y) a material breach by such Indemnitee of any of its undertakings, obligations or commitments under this Credit Agreement. (c) To the extent permitted by applicable law, the Grantors shall not assert, and hereby waive, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential, exemplary or punitive damages (as opposed to actual or direct 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 therein. (d) All amounts for which any Grantor Guarantor is liable pursuant to this Section shall be due and payable by such Grantor Guarantor to the Administrative Agent or any Secured Party upon demand.

Payment of Expenses, Indemnities. (a) Each Grantor agrees to pay or promptly reimburse the Administrative Agent Lender and each other Secured Party for all documented advances, charges, costs and expenses (including, without limitation, including all documented costs and expenses of holding, preparing for sale and selling, collecting or otherwise realizing upon the Collateral and all documented attorneys' fees, disbursements, and legal expenses of one outside counsel to each such party (and any required special or local counsel to each such party) and court costs) incurred by any Secured Party in connection with the enforcement or protection exercise of its respective rights and remedies hereunder, including any advances, charges, costs and expenses that may be incurred in connection with any effort to enforce any of the provisions of this Agreement, including, without limitation, Agreement or any obligation of any Grantor in respect of the Collateral or in connection with (i) the preservation of the Lien of, or the rights of the Administrative Agent Lender or any other Secured Party under, this Agreement, (ii) any actual or attempted sale, lease, disposition, exchange, collection, compromise, settlement or other realization in respect of, or care of, the Collateral, including all such costs and expenses incurred in any bankruptcy, reorganization, workout or other similar proceeding, or (iii) collecting against such Grantor under the guarantee contained in Article II or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Grantor is a party. (b) Each Grantor shall indemnify each Indemnitee againstagrees to pay, and hold each Indemnitee to save Lender and the other Secured Parties harmless from, any and all liabilities, obligations, losses, claims, damages, liabilities and penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including the feescourt costs and attorneys' fees and any and all liabilities with respect to, disbursementsor resulting from any delay in paying, any and expenses of any counsel for any Indemnitee)all stamp, and shall reimburse each Indemnitee upon demand for any legal excise, sales or other expenses incurred taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with investigating or defending any of the following, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Grantor or any of their Subsidiaries or Affiliates arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, the performance by the parties hereto of their respective obligations hereunder or the consummation of the transactions contemplated herebyby this Agreement) incurred because of, (ii) incident to, or with respect to the Collateral (including any exercise of rights or remedies in connection therewith)) 6609707.v9 4822-2187-5943 v2 or the execution, delivery, enforcement, performance or (iii) any actual or prospective suitadministration of this Agreement, claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Grantor or any Grantor’s equity holders, Affiliates or creditors, and regardless of whether any Indemnitee or such Grantor is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or other expenses are determined by a court the Borrowers would be required to do so pursuant to Section 9.3 of competent jurisdiction by final and non-appealable judgment to have resulted from (x) the bad faith, gross negligence or willful misconduct of such Indemnitee or (y) a material breach by such Indemnitee of any of its undertakings, obligations or commitments under this Credit Agreement. (c) To the extent permitted by applicable law, the Grantors shall not assert, and hereby waive, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential, exemplary or punitive damages (as opposed to actual or direct 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 therein. (d) All amounts for which any Grantor is liable pursuant to this Section shall be due and payable by such Grantor to the Administrative Agent Lender or any Secured Party upon demand.

Payment of Expenses, Indemnities. (a) i. Each Grantor Guarantor agrees to pay or promptly reimburse the Administrative Agent and each other Secured Party Beneficiary for all documented advances, charges, costs and reasonable expenses (including, without limitation, all documented costs and expenses of holding, preparing for sale and selling, collecting or otherwise realizing upon the Collateral and all documented reasonable attorneys’ fees, disbursements, and legal expenses of one outside counsel to each such party (and any required special or local counsel to each such party) and court costs) incurred by any Secured Party such Person in connection with the enforcement or protection exercise of its respective rights in connection with this Agreementand remedies hereunder, including, without limitation, any advances, charges, costs and reasonable expenses that may be incurred in any effort to enforce any of the provisions of this Agreement or any obligation of any Guarantor in connection with (i) the preservation of the Lien of, or the rights of the Administrative Agent or any other Secured Party under, Beneficiary under this Agreement, or (ii) any actual or attempted sale, lease, disposition, exchange, collection, compromise, settlement or other realization in respect of, or care of, the Collateral, including all such costs and expenses incurred in any bankruptcy, reorganization, workout or other similar proceeding, or (iii) collecting against such Grantor Guarantor under the guarantee contained in Article II or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Grantor Guarantor is a party. (b) ii. Each Grantor shall indemnify each Indemnitee againstGuarantor agrees to pay, and hold each Indemnitee to save the Administrative Agent and the other Beneficiaries harmless from, any and all liabilities, obligations, losses, claims, damages, liabilities and penalties, actions, judgments, suits, costs, reasonable expenses (including the fees, disbursements, and expenses or disbursements of any counsel for kind or nature whatsoever (including, without limitation, court costs and reasonable attorneys’ fees and any Indemnitee)and all liabilities with respect to, or resulting from any delay in paying, any and shall reimburse each Indemnitee upon demand for any legal all stamp, excise, sales or other expenses incurred taxes which may be payable or determined to be payable in connection with investigating or defending any of the following, transactions contemplated by this Agreement) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Grantor or any of their Subsidiaries or Affiliates arising out because of, in connection withincident to, or as a result of (i) with respect to the execution execution, delivery, enforcement, performance or delivery administration of this Agreement, the performance by the parties hereto of their respective obligations hereunder or the consummation of the transactions contemplated hereby, (ii) the Collateral (including any exercise of rights or remedies in connection therewith), or (iii) any actual or prospective suit, claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Grantor or any Grantor’s equity holders, Affiliates or creditors, and regardless of whether any Indemnitee or such Grantor is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or other expenses are determined by a court the Borrower would be required to do so pursuant to Section 10.3 of competent jurisdiction by final and non-appealable judgment to have resulted from (x) the bad faith, gross negligence or willful misconduct of such Indemnitee or (y) a material breach by such Indemnitee of any of its undertakings, obligations or commitments under this Credit Agreement. (c) To the extent permitted by applicable law, the Grantors shall not assert, and hereby waive, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential, exemplary or punitive damages (as opposed to actual or direct 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 therein. (d) iii. All amounts for which any Grantor Guarantor is liable pursuant to this Section shall be due and payable by such Grantor Guarantor to the Administrative Agent or any Secured Party upon demand.. ​

Payment of Expenses, Indemnities. (a) Each Grantor agrees to pay or promptly reimburse the Administrative Agent and each other Secured Party for all documented advances, charges, costs and expenses (including, without limitation, all documented costs and expenses of holding, preparing for sale and selling, collecting or otherwise realizing upon the Collateral and all documented attorneys’ fees, disbursements, and legal expenses of one outside counsel to each such party (and any required special or local counsel to each such party) and court costs) incurred by any Secured Party in connection with the enforcement or protection exercise of its respective rights in connection with this Agreementand remedies hereunder, including, without limitation, any advances, charges, costs and expenses that may be incurred in any effort to enforce any of the provisions of this Agreement or any obligation of any Grantor in respect of the Collateral or in connection with (i) the preservation of the Lien of, or the rights of the Administrative Agent or any other Secured Party under, this Agreement, Agreement or (ii) any actual or attempted sale, lease, disposition, exchange, collection, compromise, settlement or other realization in respect of, or care of, the Collateral, including all such costs and expenses incurred in any bankruptcy, reorganization, workout or other similar proceeding, or (iii) collecting against such Grantor under the guarantee contained in Article II or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Grantor is a party. (b) Each Grantor shall indemnify each Indemnitee againstagrees to pay, and hold each Indemnitee to save the Administrative Agent and the other Secured Parties harmless from, any and all liabilities, obligations, losses, claims, damages, liabilities and penalties, actions, judgments, suits, costs, expenses (including the fees, disbursements, and expenses or disbursements of any counsel for kind or nature whatsoever (including, without limitation, court costs and attorneys’ fees and any Indemnitee)and all liabilities with respect to, or resulting from any delay in paying, any and shall reimburse each Indemnitee upon demand for any legal all stamp, excise, sales or other expenses incurred taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with investigating or defending any of the following, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Grantor or any of their Subsidiaries or Affiliates arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, the performance by the parties hereto of their respective obligations hereunder or the consummation of the transactions contemplated herebyby this Agreement) incurred because of, (ii) incident to, or with respect to the Collateral (including including, without limitation, any exercise of rights or remedies in connection therewith)) or the execution, delivery, enforcement, performance or (iii) any actual or prospective suitadministration of this Agreement, claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Grantor or any Grantor’s equity holders, Affiliates or creditors, and regardless of whether any Indemnitee or such Grantor is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or other expenses are determined by a court the Borrower would be required to do so pursuant to Section 11.3 of competent jurisdiction by final and non-appealable judgment to have resulted from (x) the bad faith, gross negligence or willful misconduct of such Indemnitee or (y) a material breach by such Indemnitee of any of its undertakings, obligations or commitments under this Credit Agreement. (c) To the extent permitted by applicable law, the Grantors shall not assert, and hereby waive, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential, exemplary or punitive damages (as opposed to actual or direct 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 therein. (d) All amounts for which any Grantor is liable pursuant to this Section shall be due and payable by such Grantor to the Administrative Agent or any Secured Party upon demand.

Payment of Expenses, Indemnities. (a) Each Grantor agrees to pay or promptly reimburse the Administrative Agent and each other Secured Party for all documented advances, charges, costs and expenses (including, without limitation, all documented costs and expenses of holding, preparing for sale and selling, collecting or otherwise realizing upon the Collateral and all documented attorneys’ fees, disbursements, and legal expenses of one outside counsel to each such party (and any required special or local counsel to each such party) and court costs) incurred by any Secured Party in connection with the enforcement or protection exercise of its respective rights in connection with this Agreementand remedies hereunder, including, without limitation, any advances, charges, costs and expenses that may be incurred in any effort to enforce any of the provisions of this Agreement or any obligation of any Grantor in respect of the Collateral or in connection with (i) the preservation of the Lien of, or the rights of the Administrative Agent or any other Secured Party under, this Agreement, (ii) any actual or attempted sale, lease, disposition, exchange, collection, compromise, settlement or other realization in respect of, or care of, the Collateral, including all such costs and expenses incurred in any bankruptcy, reorganization, workout or other similar proceeding, or (iii) collecting against such Grantor under the guarantee contained in Article II or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Grantor is a party. (b) Each Grantor shall indemnify each Indemnitee againstagrees to pay, and hold each Indemnitee to save the Administrative Agent and the other Secured Parties harmless from, any and all liabilities, obligations, losses, claims, damages, liabilities and penalties, actions, judgments, suits, costs, expenses (including the fees, disbursements, and expenses or disbursements of any counsel for kind or nature whatsoever (including, without limitation, court costs and attorneys’ fees and any Indemnitee)and all liabilities with respect to, or resulting from any delay in paying, any and shall reimburse each Indemnitee upon demand for any legal all stamp, excise, sales or other expenses incurred taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with investigating or defending any of the following, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Grantor or any of their Subsidiaries or Affiliates arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, the performance by the parties hereto of their respective obligations hereunder or the consummation of the transactions contemplated herebyby this Agreement) incurred because of, (ii) incident to, or with respect to the Collateral (including including, without limitation, any exercise of rights or remedies in connection therewith)) or the execution, delivery, enforcement, performance or (iii) any actual or prospective suitadministration of this Agreement, claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Grantor or any Grantor’s equity holders, Affiliates or creditors, and regardless of whether any Indemnitee or such Grantor is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or other expenses are determined by a court the Borrower would be required to do so pursuant to Section 10.3 of competent jurisdiction by final and non-appealable judgment to have resulted from (x) the bad faith, gross negligence or willful misconduct of such Indemnitee or (y) a material breach by such Indemnitee of any of its undertakings, obligations or commitments under this Credit Agreement. (c) To the extent permitted by applicable law, the Grantors shall not assert, and hereby waive, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential, exemplary or punitive damages (as opposed to actual or direct 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 therein. (d) All amounts for which any Grantor is liable pursuant to this Section shall be due and payable by such Grantor to the Administrative Agent or any Secured Party upon demand.