Common use of Expenses; Indemnification Clause in Contracts

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable, out-of-pocket costs and expenses of the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and its Affiliates, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Credit Documents and any amendments, modifications or waivers thereof (whether or not the transactions contemplated in this Agreement or any other Credit Document shall be consummated), and (ii) all reasonable out-of-pocket costs and expenses (including, without limitation, the reasonable fees, charges and disbursements of outside counsel and the allocated cost of inside counsel) incurred by the Administrative Agent or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights under this Section 9.3, or in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans. (b) The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Credit Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective 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 the Borrower, and regardless of whether any Indemnitee 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 related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Credit Document, if the Borrower has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. (c) The Borrower shall pay, and hold the Administrative Agent and each of the Lenders harmless from and against, any and all present and future stamp, documentary, and other similar taxes with respect to this Agreement and any other Credit Documents, any collateral described therein, or any payments due thereunder, and save the Administrative Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes. (d) To the extent that the Borrower fails to pay any amount required to be paid to the Administrative Agent under clauses (a), (b) or (c) hereof, each Lender severally agrees to pay to the Administrative Agent such Lender’s Pro Rata Share (determined as of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent in its capacity as such. (e) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of, this Agreement or any agreement or instrument contemplated hereby, the transactions contemplated therein, any Loan or the use of proceeds thereof. (f) All amounts due under this Section 9.3 shall be payable promptly after written demand therefor.

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable, out-of-pocket costs and expenses of incurred by the Administrative Agent and its Affiliatesthe Sole Lead Arranger, including the reasonable fees, charges fees and disbursements expenses of counsel for the Administrative Agent and its Affiliatesthe Sole Lead Arranger (but limited to one primary outside counsel for the Administrative Agent and the Sole Lead Arranger), in connection with the syndication of the credit facilities facility provided for herein, the preparation and administration of the Credit Loan Documents and any amendments, modifications or waivers thereof (whether or not the transactions contemplated in this Agreement or any other Credit Loan Document shall be consummated), and (ii) all reasonable out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket costs and expenses (including, without limitation, the reasonable fees, charges and disbursements of such one primary outside counsel and the allocated cost of inside counsel) incurred by the Administrative Agent Agent, the Issuing Bank or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights under this Section 9.3Section, or in connection with the Loans made or any Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit. (b) The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), the Sole Lead Arranger, each Lender and the Issuing Bank, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including including, without limitation, the reasonable fees, charges and disbursements fees of any counsel for any Indemniteethe Indemnitees (but limited to one (1) legal counsel for all such Indemnitees collectively and, to the extent necessary, one (1) local counsel in each relevant jurisdiction and one (1) regulatory counsel if reasonably required for all such Indemnitees collectively and, if necessary, in the case of an actual or perceived conflict of interest as determined in good faith by legal counsel for the Indemnitees, one additional counsel (and, if necessary, one regulatory counsel and one local counsel in each relevant jurisdiction) to each group of similarly situated affected Indemnitees), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower arising out of, in connection with, of or as a result of relating to (i) the execution or delivery of this Agreement, any other Credit Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefromtherefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective 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 the BorrowerBorrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable non-appealable judgment to have resulted (x) from the gross negligence negligence, bad faith or willful misconduct of such Indemnitee or Indemnitee, (y) result from a dispute solely among Indemnitees provided that such claim does not involve an act or omission of any Loan Party and such claim is not brought against the Administrative Agent or an Issuing Bank, in each case in its capacity as such, or (z) a claim brought by the Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder hereunder. This Section 10.3 shall not apply with respect to Taxes other than Taxes that represent losses, claims or under damages arising from any other Credit Document, if the Borrower has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdictionnon-Tax claim. (c) The Borrower shall pay, and hold the Administrative Agent Agent, the Issuing Bank and each of the Lenders harmless from and against, any and all present and future stamp, documentary, and other similar taxes with respect to this Agreement and any other Credit Loan Documents, any collateral described therein, therein or any payments due thereunder, and save the Administrative Agent Agent, the Issuing Bank and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes. (d) To the extent that the Borrower fails to pay any amount required to be paid to the Administrative Agent or the Issuing Bank under clauses subsection (a), (b) or (c) hereof, each Lender severally agrees to pay to the Administrative Agent or the Issuing Bank, as the case may be, such Lender’s Pro Rata Share pro rata share (in accordance with its respective Commitment (or Credit Exposure, as applicable) determined as of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, provided that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent or the Issuing Bank in its capacity as such. (e) To the extent permitted by applicable law, the Borrower Borrower, the Administrative Agent, the Issuing Bank and the Lenders, and the other parties hereto, shall not assert, and each hereby waives, any claim against the others (including any Indemnitee), on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result ofof this Agreement, this Agreement any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated herein or therein, any Loan or any Letter of Credit or the use of proceeds thereof. (f) All amounts due under this Section 9.3 shall be payable promptly after written demand therefor.

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable, out-of-pocket costs and expenses of the Administrative Agent and its AffiliatesAgent, including the reasonable fees, charges fees and disbursements of special counsel for the Administrative Agent and its AffiliatesAgent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Credit Documents and Financing Documents, any amendments, modifications waiver or waivers thereof (whether or not the transactions contemplated in this Agreement consent thereunder or any other Credit Document shall be consummated)amendment thereof or any Default or alleged Default thereunder, and (ii) all reasonable out-of-pocket costs expenses of each Joint Lead Arranger (but not any fees and disbursements of its counsel) in connection with the preparation of the Financing Documents, any waiver or consent thereunder or any amendment thereof and (iii) if an Event of Default occurs, all out-of-pocket expenses incurred by each Lending Party, including (including, without limitation, duplication) the reasonable fees, charges fees and disbursements of outside counsel and the allocated cost of inside counsel) incurred by the Administrative Agent or any Lender , in connection with the such Event of Default and any collection, bankruptcy, insolvency, workout or other enforcement or protection of its rights in connection with this Agreement, including its rights under this Section 9.3, or in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loansproceedings resulting therefrom. (b) The Borrower shall indemnify each Lending Party, the Administrative Agent (Joint Lead Arrangers and any sub-agent thereof)their respective Affiliates and the respective directors, each Lender officers, agents and each Related Party of any employees of the foregoing Persons (each such Person being called an “"Indemnitee”") against, and hold each Indemnitee harmless from, from and against any and all liabilities, losses, claims, damages, liabilities costs and related expenses (including of any kind, including, without limitation, the reasonable fees, charges fees and disbursements of any counsel for any Indemnitee)counsel, and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who which may be employees incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Credit Financing Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or the use actual or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, Subsidiaries or Equity Affiliates of any Letters of Credit or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any proceeds of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower, and regardless of whether any Indemnitee is a party thereto, Loans; provided that no Indemnitee shall have the right to be indemnified hereunder for such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the 's own gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Credit Document, if the Borrower has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. (c) The Borrower shall pay, and hold the Administrative Agent and each of the Lenders harmless from and against, any and all present and future stamp, documentary, and other similar taxes with respect to this Agreement and any other Credit Documents, any collateral described therein, or any payments due thereunder, and save the Administrative Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes. (d) To the extent that the Borrower fails to pay any amount required to be paid to the Administrative Agent under clauses (a), (b) or (c) hereof, each Lender severally agrees to pay to the Administrative Agent such Lender’s Pro Rata Share (determined as of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent in its capacity as such. (e) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of, this Agreement or any agreement or instrument contemplated hereby, the transactions contemplated therein, any Loan or the use of proceeds thereof. (f) All amounts due under this Section 9.3 shall be payable promptly after written demand therefor.

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonableGuarantor agrees hereby to reimburse the Lender and the Collateral Agent, out-of-pocket costs together with their respective Affiliates, successors and expenses assigns, directors, officers, employees, agents, advisors, controlling persons and members of each of the Administrative Agent foregoing (each, an “Indemnified Party”), on demand for all costs, expenses and its Affiliates, including charges incurred by the reasonable fees, charges and disbursements of counsel for the Administrative Agent and its Affiliates, Indemnified Parties in connection with the syndication of the credit facilities provided for hereinnegotiation, the preparation and performance or administration of the Credit Documents and any amendments, modifications or waivers thereof (whether or not the transactions contemplated in this Agreement or any other Credit Document shall be consummated), and (ii) all reasonable out-of-pocket costs and expenses Guaranty (including, without limitation, the reasonable fees, disbursements and other reasonable documented out-of-pocket charges of legal counsel, consultants and disbursements of outside counsel advisors to the Indemnified Parties). The Guarantor agrees hereby to reimburse the Indemnified Parties for all costs, expenses and the allocated cost of inside counsel) charges incurred by the Administrative Agent or any Lender Indemnified Parties in connection with any enforcement (including in any workout, restructuring or bankruptcy proceeding) of this Guaranty or the enforcement defense or protection prosecution of its any rights in connection with this Agreementof the Indemnified Parties hereunder. (b) The Guarantor agrees hereby to indemnify and hold the Indemnified Parties harmless against all claims, including its rights under this Section 9.3damages, losses, liabilities, costs, deficiencies and expenses, including, without limitation, investigative costs, settlement costs and reasonable legal, accounting or in connection with the Loans made hereunder, including all such other reasonable documented out-of-pocket expenses incurred during for investigating or defending against any workoutactions or threatened actions (collectively, restructuring or negotiations in respect of such Loans. (b) The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof“Losses”), each Lender and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower arising out of, of or in connection with, or as a result of (i) with the execution or delivery of this AgreementGuaranty, any other Credit Document or any agreement or instrument contemplated hereby or thereby, and the performance by the parties hereto Guarantor of their respective its obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) and any Loan or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating related to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower, and regardless of whether any Indemnitee such Indemnified Person is a party theretohereto, provided that but excluding, in each case, any such indemnity shall not, as to any Indemnitee, be available Losses to the extent that such lossesdetermined in the final, claims, damages, liabilities or related expenses (x) are determined by non-appealable judgment of a court of competent jurisdiction by final and nonappealable judgment to have resulted from incurred primarily by reason of the bad faith, gross negligence or willful misconduct of any Indemnified Person. The Lender and/or the Collateral Agent, as applicable, shall promptly notify the Guarantor of any claim under this Section 12(b). The Guarantor may elect to assume the defense of any action, proceeding or dispute with a third party in respect of which a claim is to be made under this Section 12(b); provided, however, that if the Guarantor assumes control of the defense of any such Indemnitee action, proceeding or dispute, the Guarantor shall not agree or conclude any settlement that affects the Lender or the Collateral Agent without the prior written approval of the Lender or the Collateral Agent, as applicable (such approval not to be unreasonably withheld). In the event the Guarantor assumes control of the defense of any such action, proceeding or dispute, the Guarantor shall not be liable to Lender or the Collateral Agent for any reasonable legal fees and reasonable documented out-of-pocket expenses of additional counsel incurred by the Lender or the Collateral Agent in connection with such defense; provided, however, that each of the Lender and the Collateral Agent shall have the right to employ its own counsel, it being understood, however, that the Guarantor shall not be liable for the expenses of more than one counsel for each Indemnified Party (unless counsel in any jurisdiction other than New York is required for each or any of the Lender and the Collateral Agent), whose reasonable legal fees and reasonable documented out-of-pocket expenses shall be indemnified by the Guarantor if (A) there is or could reasonably be expected to be a conflict of interest between the Lender or the Collateral Agent, as applicable, and the Guarantor in connection with the defense of such action, proceeding or dispute, or (yB) result there is a specific defense available to the Lender or the Collateral Agent, as applicable, which is different from a claim brought by or additional to those available to the Borrower against an Indemnitee for breach in bad faith Guarantor, or (C) it is reasonably necessary to protect the interests of the Lender or the Collateral Agent, as applicable, to the extent such Indemnitee’s obligations hereunder or under any other Credit Document, if interests differ from the Borrower has obtained a final and nonappealable judgment in its favor on such claim as determined by a court interests of competent jurisdiction. (c) the Guarantor. The Borrower shall pay, Guarantor agrees hereby to indemnify and hold the Administrative Agent and each Indemnified Parties harmless for the full amount of taxes (excluding taxes imposed on or measured by the income or capital of the Lenders harmless from and against, Indemnified Parties or any and all present and future stamp, documentary, and other similar branch profits taxes with respect to this Agreement and imposed by the United States or any other Credit Documentsjurisdiction) arising from the execution, any collateral described thereindelivery or performance of its obligations or from receiving a payment under this Guaranty, or any payments due thereunderliability (including penalties, interest and save the Administrative Agent and each Lender harmless from and against any and all liabilities expenses) arising therefrom or with respect to thereto, whether or resulting from any delay or omission to pay not such taxes. (d) To taxes have been correctly assessed by the extent that the Borrower fails to pay any amount required to be paid to the Administrative Agent under clauses (a), (b) or (c) hereof, each Lender severally agrees to pay to the Administrative Agent such Lender’s Pro Rata Share (determined as of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amountapplicable governmental agency; provided, however, that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent in its capacity as such. (e) To the extent permitted by applicable law, the Borrower Guarantor shall not assertbe required to indemnify the Indemnified Parties for any penalties, and hereby waivesinterest or expenses relating to taxes arising from the Indemnified Parties’ bad ▇▇▇▇▇ ▇▇▇▇▇ negligence, any claim against any Indemnitee, on any theory willful misconduct or unexcused breach of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of, this Agreement or any agreement or instrument contemplated hereby, the transactions contemplated therein, any Loan or the use of proceeds thereofGuaranty. (f) All amounts due under this Section 9.3 shall be payable promptly after written demand therefor.

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable, out-of-pocket costs and expenses of the Administrative Agent Agent, the Arrangers and its their Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent Agent, the Arrangers and its their Affiliates, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Credit Loan Documents and any amendments, modifications or waivers thereof (whether or not the transactions contemplated in this Agreement or any other Credit Loan Document shall be consummated), including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, the Arrangers and their Affiliates, (ii) all reasonable out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket costs and expenses (including, without limitation, the reasonable fees, charges and disbursements of outside counsel and the allocated cost of inside counsel) incurred by the Administrative Agent Agent, the Arrangers, the Issuing Bank or any Lender in connection with the enforcement or protection of its rights in connection with this AgreementAgreement and the other Loan Documents, including its rights under this Section 9.311.3, or in connection with the Loans made or any Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit. (b) The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), the Arrangers, each Lender and the Issuing Bank, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities liabilities, penalties and related expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Credit Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefromtherefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any actual or alleged Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective 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 the BorrowerBorrower or any other Loan Party, and regardless of whether any Indemnitee 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 liabilities, penalties or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted (x) from the gross negligence or willful misconduct of such Indemnitee (including any Related Party of such Indemnitee) or (y) result solely from a claim brought by the Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Credit Loan Document. This Section 11.3(b) shall not apply with respect to Taxes other than any Taxes that represent losses, if the Borrower has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdictionclaims, damages, etc. arising from any non-Tax claim. (c) The Borrower shall pay, and hold the Administrative Agent and each of the Lenders harmless from and against, any and all present and future stamp, documentary, and other similar taxes with respect to this Agreement and any other Credit Documents, any collateral described therein, or any payments due thereunder, and save the Administrative Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes. (d) To the extent that the Borrower fails to pay any amount required to be paid to the Administrative Agent Agent, the Issuing Bank or the Swingline Lender under clauses (a), (b) or (cb) hereof, each Lender severally agrees to pay to the Administrative Agent Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s Pro Rata Share (determined as of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent Agent, the Issuing Bank or the Swingline Lender in its capacity as such. (ed) To the extent permitted by applicable lawLaw, the Borrower each Loan Party shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of, this Agreement or any agreement or instrument contemplated hereby, the transactions contemplated therein, any Loan or any Letter of Credit or the use of proceeds thereof. (fe) All amounts due under this Section 9.3 11.3 shall be payable promptly after written demand therefor.

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable, out-of-pocket costs and expenses of the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and its Affiliates, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Credit Loan Documents and any amendments, modifications or waivers thereof (whether or not the transactions contemplated in this Agreement or any other Credit Loan Document shall be consummated), and (ii) all reasonable out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket costs and expenses (including, without limitation, the reasonable fees, charges and disbursements of outside counsel and the allocated cost of inside counsel) incurred by the Administrative Agent Agent, the Issuing Bank or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights under this Section 9.310.3, or in connection with the Loans made or any Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit. (b) The Borrower shall indemnify the Administrative Agent (Agent, the Issuing Bank and any sub-agent thereof)each Lender, each Lender and each Related Party of any of the foregoing Persons (each such Person being called each, an “Indemnitee”) against, and hold each Indemnitee of them harmless from, any and all costs, losses, liabilities, claims, damages, liabilities damages and related expenses (expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who which may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower arising out of, in connection with, with or as a result of (i) the execution or delivery of this Agreement, Agreement or any other Credit Document or any agreement or instrument contemplated hereby or therebyhereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of any of the transactions contemplated hereby or therebyhereby, (ii) any Loan or the use Letter of Credit or any actual or proposed use of the proceeds therefromtherefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or Release release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, Subsidiary or any Environmental Liability related in any way to the Borrower or any of its SubsidiariesSubsidiary, or (iv) any actual or prospective 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 the Borrower, theory and regardless of whether any Indemnitee is a party theretothereto or (v) any civil penalty or fine assessed by OFAC against any Lender, provided that such indemnity shall notthe Issuing Bank or the Administrative Agent and all reasonable costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof, as a result of the funding of Loans, the issuance of Letters of Credit, or the acceptance of payments under the Loan Documents; provided, that the Borrower shall not be obligated to indemnify any Indemnitee for any of the foregoing arising out of such Indemnitee, be available to the extent that such losses, claims, damages, liabilities ’s gross negligence or related expenses (x) are willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Credit Document, if the Borrower has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdictionjudgment. (c) The Borrower shall pay, and hold the Administrative Agent and each of the Lenders harmless from and against, any and all present and future stamp, documentary, and other similar taxes with respect to this Agreement and any other Credit Loan Documents, any collateral described therein, or any payments due thereunder, and save the Administrative Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes. (d) To the extent that the Borrower fails to pay any amount required to be paid to the Administrative Agent Agent, the Issuing Bank or the Swingline Lender under clauses (a), (b) or (c) hereof, each Lender severally agrees to pay to the Administrative Agent Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s Pro Rata Share (determined as of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent Agent, the Issuing Bank or the Swingline Lender in its capacity as such. (e) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of, this Agreement or any agreement or instrument contemplated hereby, the transactions contemplated therein, any Loan or any Letter of Credit or the use of proceeds thereof. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee 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 other than for direct or actual damages resulting from the gross negligence of willful misconduct of such Indemnitee as determined by a final and nonappealable judgment of a court of competent jurisdiction. (f) All amounts due under this Section 9.3 10.3 shall be payable promptly after written demand therefor. (g) The agreements in this Section shall survive the resignation of the Administrative Agent, the Issuing Bank and the Swingline Lender, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations.

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable, documented out-of-pocket costs and expenses of the Administrative Agent Agent, the Lead Arrangers and its their Affiliates, including the reasonable fees, charges and disbursements of one outside counsel for the Administrative Agent Agent, the Lead Arrangers and its their Affiliates, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Credit Loan Documents and any amendments, modifications or waivers thereof (whether or not the transactions contemplated in this Agreement or any other Credit Loan Document shall be consummated), and (ii) all reasonable reasonable, documented out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all documented out-of-pocket costs and expenses (includingwhich shall be limited, without limitationin the case of outside counsel, to the reasonable fees, charges and disbursements of one outside counsel to the Secured Parties, taken as a whole, any applicable local counsel required for the Secured Parties in any applicable jurisdiction and any special regulatory counsel (and, solely in the allocated cost case of inside counsela conflict of interest, one additional of each such counsel for each group of similarly situated Secured Parties)) incurred by the Administrative Agent Agent, any Issuing Bank or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights under this Section 9.3Section, or in connection with the Loans made or any Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit. (b) The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and each Issuing Bank, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, penalties, damages, liabilities and related expenses (including the reasonable and documented fees, charges and disbursements of any one primary counsel for the Indemnitees, taken as a whole, any Indemniteelocal counsel for the Indemnitees in any applicable jurisdiction and any special regulatory counsel (and, solely in the case of a conflict of interest, one additional of each such counsel for each group of similarly situated Indemnitees), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, ) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Credit Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefromtherefrom (including any refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective 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 the BorrowerBorrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto, ; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, penalties, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable non-appealable judgment to have resulted from (x) the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower against an Indemnitee for material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Credit Loan Document. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through Syndtrak, if the Borrower has obtained Intralinks or any other Internet or intranet website, except as a final and nonappealable judgment in its favor on result of such claim Indemnitee’s gross negligence or willful misconduct as determined by a court of competent jurisdictionjurisdiction in a final and non-appealable judgment. (c) The Borrower shall pay, and hold the Administrative Agent Agent, each Issuing Bank and each of the Lenders harmless from and against, any and all present and future stamp, documentary, and other similar taxes with respect to this Agreement and any other Credit Loan Documents, any collateral described therein, therein or any payments due thereunder, and save the Administrative Agent Agent, each Issuing Bank and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes. (d) To the extent that the Borrower fails to pay any amount required to be paid to the Administrative Agent Agent, any Issuing Bank or the Swingline Lender under clauses subsection (a), (b) or (c) hereof, each Lender severally agrees to pay to the Administrative Agent Agent, the applicable Issuing Bank or the Swingline Lender, as the case may be, such Lender’s Pro Rata Share pro rata share (in accordance with its respective Revolving Commitment (or Revolving Credit Exposure, as applicable) and Term Loan determined as of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, provided that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent Agent, the applicable Issuing Bank or the Swingline Lender in its capacity as such. (e) To the extent permitted by applicable law, the Borrower shall not asserteach party hereto waives, and hereby waivesagrees not to assert, any claim against any Indemniteeother party hereto, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result ofof this Agreement, this Agreement any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated therein, any Loan or any Letter of Credit or the use of proceeds thereof. (f) All amounts due under this Section 9.3 shall be payable promptly after written demand therefor.

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable, out-of-pocket costs and expenses of the Administrative Agent Lender and its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent Lender and its Affiliates, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Credit Loan Documents and any amendments, modifications or waivers thereof (whether or not the transactions contemplated in this Agreement or any other Credit Loan Document shall be consummated), ) and (ii) all reasonable out-of-pocket costs and expenses (including, without limitation, the reasonable fees, charges and disbursements of outside counsel and the allocated cost of inside counsel) incurred by the Administrative Agent or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights under this Section 9.3Section, or in connection with the Loans made hereundermade, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans. (b) The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof)Lender, each Lender and each Related Party of any of the foregoing Persons Lender (each such Person being called each, an “Indemnitee”) against, and hold each Indemnitee of them harmless from, any and all costs, losses, liabilities, claims, damages, liabilities damages and related expenses (expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who which may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower arising out of, in connection with, with or as a result of (i) the execution or delivery of this Agreement, Agreement or any other Credit Document or any agreement or instrument contemplated hereby or therebyhereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of any of the transactions contemplated hereby or therebyhereby, (ii) any Loan or the use any actual or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or Release release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, Subsidiary or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, Subsidiary or (iv) any actual or prospective 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 the Borrower, theory and regardless of whether any Indemnitee is a party thereto; provided, provided that the Borrower shall not be obligated to indemnify any Indemnitee for any of the foregoing arising out of such indemnity shall not, Indemnitee’s gross negligence or willful misconduct as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Credit Document, if the Borrower has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdictionjudgment. (c) The Borrower shall pay, and hold the Administrative Agent and each of the Lenders Lender harmless from and against, any and all present and future stamp, documentary, and other similar taxes with respect to this Agreement and any other Credit Loan Documents, any collateral described therein, or any payments due thereunder, and save the Administrative Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes. (d) To the extent that the Borrower fails to pay any amount required to be paid to the Administrative Agent under clauses (a), (b) or (c) hereof, each Lender severally agrees to pay to the Administrative Agent such Lender’s Pro Rata Share (determined as of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent in its capacity as such. (e) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of, this Agreement or any agreement or instrument contemplated hereby, the transactions contemplated therein, any Loan or the use of proceeds thereof. (fe) All amounts due under this Section 9.3 shall be payable promptly after written demand therefor.

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable, out-of-pocket costs and expenses of the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of outside counsel for the Administrative Agent and its Affiliates, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Credit Loan Documents and any amendments, modifications or waivers thereof (whether or not the transactions contemplated in this Agreement or any other Credit Loan Document shall be consummated), and (ii) all reasonable out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket costs and expenses (including, without limitation, the reasonable fees, charges and disbursements of outside counsel and the allocated cost of inside counsel) incurred by the Administrative Agent Agent, the Issuing Bank or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights under this Section 9.310.3, or in connection with the Loans made or any Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit. (b) The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the Issuing Bank, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Credit Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefromtherefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective 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 the BorrowerBorrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, not be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such any Indemnitee or (y) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Credit Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. (c) The Borrower shall pay, and hold the Administrative Agent and each of the Lenders harmless from and against, any and all present and future stamp, documentary, and other similar taxes with respect to this Agreement and any other Credit Loan Documents, any collateral described therein, or any payments due thereunder, and save the Administrative Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes. (d) To the extent that the Borrower fails to pay any amount required to be paid to the Administrative Agent or the Issuing Bank under clauses (a), (b) or (c) hereof, each Lender severally agrees to pay to the Administrative Agent or the Issuing Bank, as the case may be, such Lender’s Pro Rata Share (determined as of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent or the Issuing Bank in its capacity as such. (e) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of, this Agreement or any agreement or instrument contemplated hereby, the transactions contemplated therein, any Loan or any Letter of Credit or the use of proceeds thereof. (f) All amounts due under this Section 9.3 10.3 shall be payable promptly after written demand therefor.

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable, out-of-pocket costs and expenses of the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and its Affiliates, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Credit Documents and any amendments, modifications or waivers thereof (whether or not the transactions contemplated in this Agreement or any other Credit Document shall be consummated), and (ii) all reasonable out-of-pocket costs and expenses (including, without limitation, the reasonable fees, charges and disbursements of outside counsel and the allocated cost of inside counsel) incurred by the Administrative Agent or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights under this Section 9.3, or in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans. (b) The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), the Joint Lead Arrangers, each Lender and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Credit Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any liability arising under the Environmental Liability Laws related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective 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 the Borrower, and regardless of whether any Indemnitee 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 related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Credit Document, if the Borrower has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. (c) The Borrower shall pay, and hold the Administrative Agent and each of the Lenders harmless from and against, any and all present and future stamp, documentary, and other similar taxes with respect to this Agreement and any other Credit Documents, any collateral described therein, or any payments due thereunder, and save the Administrative Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes. (d) To the extent that the Borrower fails to pay any amount required to be paid to the Administrative Agent under clauses (a), (b) or (c) hereof, each Lender severally agrees to pay to the Administrative Agent such Lender’s Pro Rata Share (determined as of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent in its capacity as such. (e) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of, this Agreement or any agreement or instrument contemplated hereby, the transactions contemplated therein, any Loan or the use of proceeds thereof. (f) All amounts due under this Section 9.3 shall be payable promptly after written demand therefor.

Expenses; Indemnification. (a) The Borrower shall Borrowers agree to pay (i) all reasonable, out-of-pocket costs and expenses of the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and its Affiliates, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Credit Documents and any amendments, modifications or waivers thereof (whether or not the transactions contemplated in this Agreement or any other Credit Document shall be consummated), and (ii) all reasonable out-of-pocket costs expenses (i) of the Agent and the Fronting Bank incurred in connection with the preparation, execution, delivery, enforcement and administration (exclusive of any internal overhead expenses) of this Agreement and any and all agreements supplementary hereto and the making and repayment of the Loans, the issuance of the Letters of Credit and the payment of interest, including, without limitation, the reasonable fees and expenses of Cravath, Swaine & ▇▇▇▇▇, counsel for the Agent and (ii) of the Agent, the Fronting Bank and each Bank incurred in connection with the enforcement of this Agreement, including, without limitation, the reasonable fees and expenses of any counsel for any of the Banks with respect to such enforcement; provided that none of the Borrowers or Resources shall be liable for any fees, charges or disbursements of any counsel for the Banks or the Agent other than Cravath, Swaine & ▇▇▇▇▇ associated with the preparation, execution and delivery of this Agreement and the closing documentation contemplated hereby. (b) The Borrowers further agree to pay, and to save the Agent, the Fronting Bank and the Banks harmless from all liability for, any stamp or other documentary taxes which may be payable in connection with the Borrowers' execution or delivery of this Agreement, their borrowings hereunder or Letters of Credit, or the issuance of any notes or of any other instruments or documents provided for herein or delivered or to be delivered by each of them hereunder or in connection herewith. (c) The Borrowers agree to indemnify the Agent, the Fronting Bank and each Bank and each of their respective affiliates, directors, officers and employees (each such person being called an "Indemnitee") against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not the reasonable feesAgent, charges and disbursements of outside counsel and the allocated cost of inside counsel) incurred by the Administrative Agent Fronting Bank or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights under this Section 9.3, or in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans. (b) The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Credit Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective 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 the Borrower, and regardless of whether any Indemnitee Bank is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the transactions contemplated hereby, the direct or indirect application or proposed application of the proceeds of any Loan hereunder or the issuance of Letters of Credit; provided that such indemnification shall not extend to disputes solely among the Agent, the Fronting Bank and the Banks; and provided further that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful wilful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Credit Document, if the Borrower has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. (c) The Borrower shall pay, and hold the Administrative Agent and each of the Lenders harmless from and against, any and all present and future stamp, documentary, and other similar taxes with respect to this Agreement and any other Credit Documents, any collateral described therein, or any payments due thereunder, and save the Administrative Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes. (d) To the extent that the Borrower fails to pay All obligations provided for in this Section 10.5 shall survive any amount required to be paid to the Administrative Agent under clauses (a), (b) or (c) hereof, each Lender severally agrees to pay to the Administrative Agent such Lender’s Pro Rata Share (determined as termination of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent in its capacity as such. (e) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of, this Agreement or the resignation, withdrawal or removal of any agreement or instrument contemplated hereby, the transactions contemplated therein, any Loan or the use of proceeds thereofBank. (f) All amounts due under this Section 9.3 shall be payable promptly after written demand therefor.

Expenses; Indemnification. (a) The Borrower shall Borrowers agree to pay (i) all reasonable, out-of-pocket costs and save the Agent harmless from liability for the payment of the reasonable fees and expenses of any counsel the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and its Affiliatesshall employ, in connection with the syndication of the credit facilities provided for hereinpreparation, the preparation execution and administration of the Credit Documents and any amendments, modifications or waivers thereof (whether or not the transactions contemplated in this Agreement or any other Credit Document shall be consummated), and (ii) all reasonable out-of-pocket costs and expenses (including, without limitation, the reasonable fees, charges and disbursements of outside counsel and the allocated cost of inside counsel) incurred by the Administrative Agent or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights under this Section 9.3, or in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans. (b) The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Credit Document or any agreement or instrument contemplated hereby or thereby, the performance by Notes and the parties hereto of their respective obligations hereunder or thereunder or Security Documents and the consummation of the transactions contemplated hereby and in connection with any amendments, waivers or therebyconsents and other matters in connection therewith, and all reasonable costs and expenses of the Agent and the Banks (including reasonable fees and expenses of counsel) in connection with any enforcement of this Agreement, the Notes or the Security Documents. (b) Each of the Borrowers hereby indemnifies and agrees to hold harmless the Banks and the Agent, and their respective officers, directors, employees and agents, from and against any and all claims, damages, losses, liabilities, costs or expenses of any kind or nature whatsoever which the Banks or the Agent or any such Person may incur or which may be claimed against any of them by reason of or in connection with any Letter of Credit, and neither any Bank nor the Agent or any of their respective officers, directors, employees or agents shall be liable or responsible for: (i) the use which may be made of any Letter of Credit or for any acts or omissions of any beneficiary in connection therewith; (ii) the validity, sufficiency or genuineness of documents or of any Loan endorsement thereon, even if such documents should in fact prove to be in any or the use all respects invalid, insufficient, fraudulent or proposed use of the proceeds therefrom, forged; (iii) any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated payment by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way Agent to the Borrower beneficiary under any Letter of Credit against presentation of documents which do not comply with the terms of any Letter of Credit, including failure of any documents to bear any reference or any adequate reference to such Letter of its Subsidiaries, or Credit; (iv) any actual error, omission, interruption or prospective claimdelay in transmission, litigationdispatch or delivery of any message or advice, investigation however transmitted, in connection with any Letter of Credit; or proceeding relating (v) any other event or circumstance whatsoever arising in connection with any Letter of Credit; provided, however, that the Borrowers shall not be required to indemnify the Agent and such other Persons, and the Agent shall be liable to the Borrowers to the extent, but only to the extent, of any direct, as opposed to consequential or incidental, damages suffered by any Borrower which were caused by (A) the Agent's wrongful dishonor of any Letter of Credit after the presentation to it by the beneficiary thereunder of a draft or other demand for payment and other documentation strictly complying with the terms and conditions of such Letter of Credit, or (B) the payment by the Agent to the beneficiary under any Letter of Credit against presentation of documents which do not comply with the terms of the Letter of Credit to the extent, but only to the extent, that such payment constitutes gross negligence or wilful misconduct of the Agent. It is understood that in making any payment under a Letter of Credit the Agent will rely on documents presented to it under such Letter of Credit as to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower, and all matters set forth therein without further investigation and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available notice or information to the extent that contrary, and such losses, claims, damages, liabilities or related expenses (x) are determined by reliance and payment against documents presented under a court Letter of competent jurisdiction by final and nonappealable judgment to have resulted from Credit substantially complying with the terms thereof shall not be deemed gross negligence or willful wilful misconduct of the Agent in connection with such Indemnitee payment. It is further acknowledged and agreed that a Borrower may have rights against the beneficiary or (y) result from others in connection with any Letter of Credit with respect to which the Agent is alleged to be liable and it shall be a claim brought by precondition of the assertion of any liability of the Agent under this Section that such Borrower shall first have taken reasonable steps to enforce remedies in respect of the alleged loss against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under beneficiary and any other parties obligated or liable in connection with such Letter of Credit Document, if the Borrower has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdictionany related transactions. (c) The Borrower shall payIn consideration of the execution and delivery of this Agreement by each Bank and the extension of the Commitments, the Borrowers hereby indemnify, exonerate and hold the Administrative Agent Agent, each Bank and each of their respective officers, directors, employees and agents (collectively, the Lenders harmless from "Indemnified Parties") free and against, any and all present and future stamp, documentary, and other similar taxes with respect to this Agreement and any other Credit Documents, any collateral described therein, or any payments due thereunder, and save the Administrative Agent and each Lender harmless from and against any and all actions, causes of action, suits, losses, costs, liabilities with respect to or resulting from and damages, and expenses incurred in connection therewith (irrespective of whether any delay or omission to pay such taxes. (d) To the extent that the Borrower fails to pay any amount required to be paid Indemnified Party is a party to the Administrative Agent under clauses (aaction for which indemnification hereunder is sought), including reasonable attorneys' fees and disbursements (b) or (c) hereofcollectively, each Lender severally agrees to pay to the Administrative Agent such Lender’s Pro Rata Share (determined as of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided"Indemnified Liabilities"), that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by the Indemnified Parties or asserted against the Administrative Agent in its capacity as such. (e) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or them as a result of, or arising out of, or relating to: (i) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any Advance; (ii) the entering into and performance of this Agreement or and any other agreement or instrument contemplated herebyexecuted in connection herewith by any of the Indemnified Parties (including any action brought by or on behalf of the Borrowers as the result of any determination by the Required Banks not to fund any Advance in compliance with this Agreement); (iii) any investigation, litigation or proceeding related to any acquisition or proposed acquisition by the Borrowers or any of their Subsidiaries of any portion of the stock or assets of any Person, whether or not the Agent or such Bank is party thereto; (iv) any investigation, litigation or proceeding related to any environmental cleanup, audit, compliance or other matter relating to any release by the Borrowers or any of their Subsidiaries of any hazardous material or any violations of Environmental Laws; or (v) the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission, discharging or releases from, any real property owned or operated by the Borrowers or any Subsidiary thereof of any Hazardous Material (including any losses, liabilities, damages, injuries, costs, expenses or claims asserted or arising under any Environmental Law), regardless of whether caused by, or within the control of, the transactions contemplated thereinBorrowers or such Subsidiary, except for any Loan such Indemnified Liabilities arising for the account of a particular Indemnified Party by reason of the activities of the Indemnified Party on the property of the Borrowers conducted subsequent to a foreclosure on such property by the Banks or by reason of the use relevant Indemnified Party's gross negligence or wilful misconduct or breach of proceeds thereof. (f) All amounts due this Agreement, and if and to the extent that the foregoing undertaking may be unenforceable for any reason, the Borrowers hereby agree to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under this Section 9.3 applicable law. The Borrowers shall be payable promptly after written demand thereforobligated to indemnify the Indemnified Parties for all Indemnified Liabilities subject to and pursuant to the foregoing provisions, regardless of whether the Borrowers or any of their Subsidiaries had knowledge of the facts and circumstances giving rise to such Indemnified Liability.

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable, reasonable out-of-pocket costs and expenses of the Administrative Lead Agent (including, without limitation, reasonable fees and disbursements of special counsel Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, local counsel for the Lead Agent, and travel, site visits, third party reports, mortgage recording taxes and environmental and engineering expenses), in connection with the preparation and administration of this Agreement, the Loan Documents and the documents and instruments referred to therein, the syndication of the Loans, any waiver or consent hereunder or any amendment or modification hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Lead Agent and its Affiliateseach Bank, including the including, without limitation, reasonable fees, charges fees and disbursements of counsel for the Administrative Lead Agent and its Affiliatesthe Banks, in connection with the syndication enforcement of the credit facilities provided for hereinLoan Documents and the instruments referred to therein and such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Borrower agrees to indemnify the Lead Agent and each Bank, their respective Affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") and hold each Indemnitee ---------- harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the preparation reasonable fees and administration disbursements of the Credit Documents counsel and settlements and settlement costs, which may be incurred by such Indemnitee in connection with any amendmentsinvestigative, modifications administrative or waivers thereof judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) that may at any time (including, without limitation, at any time following the payment of the Obligations) be imposed on, asserted against or incurred by any Indemnitee as a result of, or arising out of, or in any way related to or by reason of, (i) any of the transactions contemplated in this Agreement by the Loan Documents or the execution, delivery or performance of any other Credit Loan Document shall be consummated), and (ii) all reasonable out-of-pocket costs and expenses (including, without limitation, the reasonable feesBorrower's actual or proposed use of proceeds of the Loans, charges and disbursements of outside counsel and the allocated cost of inside counsel) incurred by the Administrative Agent whether or any Lender not in connection compliance with the enforcement or protection of its rights in connection with this Agreement, including its rights under this Section 9.3, or in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans. (b) The Borrower shall indemnify the Administrative Agent (and any sub-agent thereofprovisions hereof), each Lender and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Credit Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan violation by the Borrower or the use or proposed use Environmental Affiliates of the proceeds therefromany applicable Environmental Law, (iii) any actual Environmental Claim arising out of the management, use, control, ownership or alleged presence operation of property or Release of Hazardous Materials on or from any property owned or operated assets by the Borrower or any of its Subsidiariesthe Environmental Affiliates, including, without limitation, all on-site and off-site activities involving Material of Environmental Concern, (iv) the breach of any environmental representation or warranty set forth herein, (v) the grant to the Lead Agent and the Banks of any Environmental Liability related Lien in any way to property or assets of the Borrower or any of its Subsidiaries, stock or (iv) any actual or prospective 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 equity interest in the Borrower, and regardless (vi) the exercise by the Lead Agent and the Banks of whether their rights and remedies (including, without limitation, foreclosure) under any Indemnitee is a party thereto, provided that agreements creating any such indemnity shall notLien (but excluding, as to any Indemnitee, be available to the extent that any such losses, liabilities, claims, damages, liabilities expenses, obligations, penalties, actions, judgments, suits, costs or related expenses disbursements to the extent incurred by reason of (xi) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Credit Document, if the Borrower has obtained a final and nonappealable judgment in its favor on such claim as finally determined by a court of competent jurisdictionjurisdiction or (ii) any investigative, administrative or judicial proceeding imposed or asserted against any Indemnitee by any bank regulatory agency or by any equity holder of such Indemnitee). The Borrower's obligations under this Section shall survive the termination of this Agreement and the payment of the Obligations. (c) The Borrower shall pay, and hold the Administrative Lead Agent and each of the Lenders Banks harmless from and against, any and all present and future United States stamp, documentaryintangible, recording, transfer and other similar taxes with respect to this Agreement the foregoing matters and any other Credit Documents, any collateral described therein, or any payments due thereunder, and save hold the Administrative Lead Agent and each Lender Bank harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Bank) to pay such taxes. (d) To the extent that the Borrower fails to pay any amount required to be paid to the Administrative Agent under clauses (a), (b) or (c) hereof, each Lender severally agrees to pay to the Administrative Agent such Lender’s Pro Rata Share (determined as of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent in its capacity as such. (e) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of, this Agreement or any agreement or instrument contemplated hereby, the transactions contemplated therein, any Loan or the use of proceeds thereof. (f) All amounts due under this Section 9.3 shall be payable promptly after written demand therefor.

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable, out-of-pocket costs and expenses of the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and its Affiliates, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Credit Documents and any amendments, modifications or waivers thereof (whether or not the transactions contemplated in this Agreement or any other Credit Document shall be consummated), and (ii) all reasonable out-of-pocket costs and expenses (including, without limitation, the reasonable fees, charges and disbursements of outside counsel and the allocated cost of inside counsel) incurred by the Administrative Agent or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights under this Section 9.3, or in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans. (b) The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), the Joint Lead Arrangers, each Lender and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Credit Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any liability arising under the Environmental Liability Laws related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective 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 the Borrower, and regardless of whether any Indemnitee 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 related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Credit Document, if the Borrower has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. This Section 9.3 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. (c) The Borrower shall pay, and hold the Administrative Agent and each of the Lenders harmless from and against, any and all present and future stamp, documentary, and other similar taxes with respect to this Agreement and any other Credit Documents, any collateral described therein, or any payments due thereunder, and save the Administrative Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes[Reserved.] (d) To the extent that the Borrower fails to pay any amount required to be paid to the Administrative Agent under clauses (a), (b) or (c) hereof, each Lender severally agrees to pay to the Administrative Agent such Lender’s Pro Rata Share (determined as of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent in its capacity as such. (e) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of, this Agreement or any agreement or instrument contemplated hereby, the transactions contemplated therein, any Loan or the use of proceeds thereof. (f) All amounts due under this Section 9.3 shall be payable promptly after written demand therefor.

Expenses; Indemnification. (a) The Borrower Borrowers shall pay (i) all reasonable, reasonable out-of-pocket costs and expenses of the Administrative Agent and its AffiliatesAgent, including the reasonable fees, charges fees and disbursements of one special counsel (plus, to the extent reasonably necessary, one local counsel in each jurisdiction in which a Non-U.S. Borrower is organized) for the Administrative Agent and its AffiliatesAgent, in connection with the syndication preparation of the credit facilities provided for hereinthis Agreement, the preparation and administration of the Credit Documents and any amendments, modifications waiver or waivers thereof (whether or not the transactions contemplated in this Agreement consent hereunder or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all reasonable out-of-pocket expenses incurred by the Administrative Agent and the Lenders, including reasonable fees and disbursements of one counsel for all such Persons (plus, to the extent reasonably necessary, one local counsel for all such Persons in each jurisdiction in which a Non-U.S. Borrower is organized and, in the case of an actual or perceived conflict of interest and, to the extent reasonably necessary, one additional counsel in each applicable jurisdiction for all such Persons affected by such conflict), in connection with such Event of Default and collection and other Credit Document enforcement proceedings resulting therefrom. (b) The Borrowers shall be consummated)indemnify each Lead Arranger, each Lender and their respective Affiliates and their respective Affiliates’ directors, officers and employees (each, an “Indemnified Person”) for, and hold each Indemnified Person harmless from and against (i) any and all damages, losses and other liabilities of any kind, including, without limitation, judgments and costs of settlement, and (ii) any and all reasonable out-of-pocket costs and expenses (of any kind, including, without limitation, the reasonable fees, charges fees and disbursements of outside one counsel and for all Indemnified Persons (plus, to the allocated cost of inside counsel) incurred by the Administrative Agent or any Lender in connection with the enforcement or protection of its rights in connection with this Agreementextent reasonably necessary, including its rights under this Section 9.3, or in connection with the Loans made hereunder, including one local counsel for all such Indemnified Persons in each jurisdiction in which a Non-U.S. Borrower is organized, and, in the case of a conflict of interest, to the extent reasonably necessary, one additional counsel in each applicable jurisdiction for all such indemnified persons affected by such conflict), and any other reasonable out-of-pocket expenses incurred during any workoutcosts of defense, restructuring including, without limitation, reasonable costs of discovery and investigation, for such Indemnified Persons (all of which shall be paid or negotiations reimbursed by the Company within 30 days of receipt of an invoice thereof in respect of such Loans. (b) The Borrower shall indemnify the Administrative Agent (and any sub-agent thereofreasonable detail), each suffered or incurred in connection with any investigative, administrative or judicial proceeding (whether or not such Lead Arranger or Lender and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”shall be designated a party thereto) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee relating to or asserted against any Indemnitee by any third party or by the Borrower arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Credit Document Agreement or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or the use actual or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective 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 the Borrower, and regardless of whether any Indemnitee is a party thereto, Loans hereunder; provided that such indemnity no Indemnified Person shall not, as have the right to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities indemnified or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from held harmless hereunder for the gross negligence or willful misconduct of such Indemnitee Indemnified Person or (y) result from a claim brought by the Borrower against an Indemnitee for breach in bad faith any of such IndemniteeIndemnified Person’s obligations hereunder affiliates or under any other Credit Documentof their respective officers, if the Borrower has obtained a final and nonappealable judgment in its favor on such claim directors or employees as finally determined by a court of competent jurisdiction. The Borrowers shall indemnify and hold harmless the Administrative Agent, in its capacity as such hereunder, together with its Affiliates and its Affiliates’ directors, officers and employees, to the same extent that the Borrowers indemnify and hold harmless each Lender pursuant to this Section. (c) The Borrower shall pay, and hold the Administrative Agent and each of the Lenders harmless from and against, any and all present and future stamp, documentary, and other similar taxes with respect to this Agreement and any other Credit Documents, any collateral described therein, or any payments due thereunder, and save the Administrative Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes. (d) To the extent that the Borrower fails to pay any amount required to be paid to the Administrative Agent under clauses (a), (b) or (c) hereof, each Lender severally agrees to pay to the Administrative Agent such Lender’s Pro Rata Share (determined as of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent in its capacity as such. (e) To the fullest extent permitted by applicable law, the Borrower no party hereto shall not assert, and hereby waives, any claim against any Indemniteeother party hereto, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual or direct damages) arising out of, in connection with with, or as a result of, this Agreement Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated thereinhereby or thereby, any Loan Loan, or the use of the proceeds thereof; provided that nothing contained in this sentence shall limit the Borrowers’ indemnification obligation in Section 11.03(b) to the extent such special, indirect, consequential and punitive damages are included in any claim in connection with which such person is entitled to indemnification hereunder. (fd) All amounts due under this This Section 9.3 11.03 shall be payable promptly after written demand therefornot apply to any taxes (other than taxes that represent losses, claims, damages, liabilities and expenses resulting from a non-tax claim).

Expenses; Indemnification. (a) 14.1 The Borrower shall pay (i) all reasonable, out-of-pocket costs Company will reimburse the reasonable fees and expenses of the Administrative Agent and its AffiliatesHolder, including reasonable legal fees and expenses, with respect to the reasonable feesnegotiation, charges execution and disbursements delivery of counsel for the Administrative Agent and its Affiliates, this Warrant as provided in connection with the syndication Section 2.4(b) of the credit facilities provided for hereinLoan Agreement. 14.2 In further consideration of the Holder’s acquiring the Warrant hereunder and in addition to all of the Company’s other obligations hereunder, the preparation Company will defend, indemnify and administration hold harmless the Holder and each other holder of the Credit Documents Warrant and all of their shareholders, partners, members, officers, directors, employees and direct or indirect investors and any amendments, modifications of the foregoing Persons’ agents or waivers thereof (whether or not the transactions contemplated in this Agreement or any other Credit Document shall be consummated), and (ii) all reasonable out-of-pocket costs and expenses representatives (including, without limitation, the reasonable fees, charges and disbursements of outside counsel and the allocated cost of inside counsel) incurred by the Administrative Agent or any Lender those retained in connection with the enforcement or protection of its rights in connection with this Agreementtransactions contemplated hereby) (collectively, including its rights under this Section 9.3, or in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans. (b) The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and each Related Party of any of the foregoing Persons (each such Person being called an “IndemniteeIndemnitees”) against, from and hold each Indemnitee harmless from, against any and all losses, claimscosts, damagespenalties, fees, liabilities and related damages, and expenses (including irrespective of whether any such Indemnitee is a party to the reasonable fees, charges and disbursements of any counsel action for any Indemniteewhich indemnification hereunder is sought), and shall indemnify and hold harmless each Indemnitee from all including attorneys’ fees and time charges and disbursements for attorneys who may be employees of any Indemnitee(the “Indemnified Liabilities”), incurred by any Indemnitee as a result of, or asserted against any Indemnitee by any third party or by the Borrower arising out of, in connection withor relating to any actions, suits or as a result of claim brought by third parties alleging (i) any misrepresentation or breach of any representation or warranty made by the execution Company in this Warrant or delivery of this Agreement, any other Credit Document certificate, instrument or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions document contemplated hereby or thereby, (ii) any Loan breach of any covenant, agreement or the use or proposed use obligation of the proceeds therefromCompany contained in this Warrant or any other certificate, instrument or document contemplated hereby or thereby, or (iii) any actual cause of action, suit or alleged presence claim brought or Release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought made against such Indemnitee by a third party or by the Borrower, and regardless of whether any Indemnitee is (including for these purposes 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 related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim derivative action brought by the Borrower against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Credit Document, if the Borrower has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. (c) The Borrower shall pay, and hold the Administrative Agent and each behalf of the Lenders harmless from Company) and against, any and all present and future stamp, documentary, and other similar taxes with respect to this Agreement and any other Credit Documents, any collateral described therein, or any payments due thereunder, and save the Administrative Agent and each Lender harmless from and against any and all liabilities with respect to arising out of or resulting from (A) the execution, delivery, performance or enforcement of this Warrant or any delay other certificate, instrument or omission document contemplated hereby or thereby, or (B) the status of the Holder or holder of the Warrant as an investor in the Company pursuant to pay such taxes. (d) the transactions contemplated hereby. To the extent that the Borrower fails to pay foregoing undertaking by the Company may be unenforceable for any amount required to be paid reason, the Company will make the maximum contribution to the Administrative Agent under clauses (a), (b) or (c) hereof, payment and satisfaction of each Lender severally agrees to pay to the Administrative Agent such Lender’s Pro Rata Share (determined as of the time that the unreimbursed expense or indemnity payment Indemnified Liabilities which is sought) of such unpaid amount; provided, that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent in its capacity as such. (e) To the extent permitted by permissible under applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of, this Agreement or any agreement or instrument contemplated hereby, the transactions contemplated therein, any Loan or the use of proceeds thereof. (f) All amounts due under this Section 9.3 shall be payable promptly after written demand therefor.

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable, out-of-pocket costs and expenses of the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and its Affiliates, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Credit Documents and any amendments, modifications or waivers thereof (whether or not the transactions contemplated in this Agreement or any other Credit Document Issuer shall be consummated), and (ii) obligated to pay all reasonable out-of-pocket costs and expenses (including, without limitation, but limited to the reasonable fees, charges and disbursements of outside counsel and for the allocated cost of inside counselHolder) incurred by the Administrative Agent or any Lender Holder in connection with the enforcement or protection of its rights in connection with this AgreementNote, including its rights under this Section 9.3, or in connection with the Loans made hereunder6.3, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loansthis Note. (b) The Borrower Issuer shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) Holder Indemnitee against, and hold each Holder Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable fees, charges and disbursements of any counsel for any Holder Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, ) incurred by any Holder Indemnitee or asserted against any Holder Indemnitee by any third party or by the Borrower Issuer arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Credit Document Note or any agreement or instrument contemplated hereby or therebyhereby, the performance by the parties hereto of their respective obligations hereunder or thereunder under this Note or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiarieshereby, or (ivii) any actual or prospective 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 the BorrowerIssuer, and regardless of whether any Holder Indemnitee is a party thereto, provided that such indemnity shall not, as to any Holder Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Holder Indemnitee or (y) result from a claim brought by the Borrower Issuer against an any Holder Indemnitee for breach in bad faith of such Holder Indemnitee’s obligations hereunder or under any other Credit Documenthereunder, if the Borrower Issuer has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. (c) The Borrower Issuer shall pay, and hold the Administrative Agent and each of the Lenders Holder harmless from and against, any and all present and future stamp, documentary, and other similar taxes with respect to this Agreement and any other Credit DocumentsNote, any collateral described thereinherein, or any payments due thereunderhereunder, and save the Administrative Agent and each Lender Holder harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes. (d) To the extent that the Borrower fails to pay any amount required to be paid to the Administrative Agent under clauses (a), (b) or (c) hereof, each Lender severally agrees to pay to the Administrative Agent such Lender’s Pro Rata Share (determined as of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent in its capacity as such. (e) To the extent permitted by applicable law, the Borrower each party shall not assert, and hereby waives, any claim against any IndemniteeHolder Indemnitee or the other party, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of, this Agreement Note or any agreement or instrument contemplated hereby, the transactions contemplated therein, any Loan or the use of proceeds thereof. (fe) All amounts due under this Section 9.3 6.3 shall be payable promptly after written demand therefor.

Expenses; Indemnification. (a) The Borrower Loan Parties shall pay (i) all reasonablereasonable and documented, out-of-pocket costs and expenses of the Administrative Agent ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ and its their Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ and its their Affiliates, actually incurred in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Credit Loan Documents and any amendments, modifications or waivers thereof (whether or not the transactions contemplated in this Agreement or any other Credit Loan Document shall be consummated), and (ii) all reasonable out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket costs and expenses (including, without limitation, the reasonable fees, charges and disbursements of outside counsel and the allocated cost of inside counsel) actually incurred by the Administrative Agent Agent, the Issuing Bank or any Lender in connection with the enforcement or protection of its rights in connection with this AgreementAgreement and the other Loan Documents, including its rights under this Section 9.311.3, or in connection with the Loans made or any Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit. (b) The Borrower Loan Parties shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the Issuing Bank, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities liabilities, penalties and related expenses (expenses, including the reasonable reasonable, documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, actually incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower or any of its Subsidiaries arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Credit Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefromtherefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any actual or alleged Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective 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 the BorrowerBorrower or any of its Subsidiaries, and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available to the extent (i) that a court having competent jurisdiction shall have determined by a final judgment (not subject to further appeal) that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, (ii) arising from a material breach of the obligations of such Indemnitee (or any of its respective directors, officers, employees, agents, representatives and legal counsel) under this Agreement or any other Loan Document, or (iii) arising from any dispute solely among Indemnitees other than (x) any claims against any Indemnitee in its capacity or in fulfilling its role as an Administrative Agent, Arranger or Issuing Bank under this Agreement or any Loan Document or (y) any claims that arise as a result of the Borrower’s or any other Loan Party’s negligence or breach of the terms of this Agreement or any other Loan Document. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through Syndtrak or any other Internet or intranet website, except as a claim brought by the Borrower against an Indemnitee for breach in bad faith result of such Indemnitee’s obligations hereunder gross negligence or under any other Credit Document, if the Borrower has obtained a final and nonappealable judgment in its favor on such claim willful misconduct as determined by a court of competent jurisdictionjurisdiction in a final and nonappealable judgment. This Section 11.3(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. (c) The Borrower Subject to Section 2.20, the Loan Parties shall pay, and hold the Administrative Agent Agent, the Issuing Bank and each of the Lenders harmless from and against, any and all present and future stamp, documentary, and other similar taxes with respect to this Agreement and any other Credit Loan Documents, any collateral described therein, or any payments due thereunder, and save the Administrative Agent Agent, the Issuing Bank and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes. (d) To the extent that the Borrower fails Loan Parties fail to pay any amount required to be paid to the Administrative Agent Agent, the Issuing Bank or the Swingline Lender under clauses (a), (b) or (c) hereof, each Lender severally agrees to pay to the Administrative Agent Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s Pro Rata Share (determined as of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent Agent, the Issuing Bank or the Swingline Lender in its capacity as such. (e) To the extent permitted by applicable lawLaw, none of the Borrower Loan Parties shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of, this Agreement or any agreement or instrument contemplated hereby, the transactions contemplated therein, any Loan or any Letter of Credit or the use of proceeds thereof. (f) All amounts due under this Section 9.3 11.3 shall be payable promptly after written demand therefor.

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable, out-of-pocket costs and expenses of the Administrative Agent and its AffiliatesAffiliates (but limited, including in the reasonable case of legal fees, charges, disbursements and expenses, to the actual reasonable and documented out-of-pocket fees, disbursements and other charges of one firm of outside counsel to all such Persons taken as a whole and, if necessary, of one local counsel in any relevant jurisdiction to all such Persons, taken as a whole and, solely in the case of an actual or potential conflict of interest, (x) one additional counsel to all affected Persons, taken as a whole, and disbursements of (y) one additional local counsel for the Administrative Agent and its Affiliatesto all affected Persons, taken as a whole, in each relevant jurisdiction), in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Credit Loan Documents and any amendments, modifications or waivers thereof (whether or not the transactions contemplated in this Agreement or any other Credit Loan Document shall be consummated), and (ii) all reasonable out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket costs and expenses (including, without limitation, the reasonable fees, charges and disbursements of outside counsel and the allocated cost of inside counsel) incurred by the Administrative Agent Agent, the Issuing Bank or any Lender (but limited, in the case of legal fees, charges, disbursements and expenses, to the actual reasonable and documented out-of-pocket fees, disbursements and other charges of one firm of outside counsel to all such Persons taken as a whole and, if necessary, of one local counsel in any relevant jurisdiction to all such Persons, taken as a whole and, solely in the case of an actual or potential conflict of interest, (x) one additional counsel to all affected Persons, taken as a whole, and (y) one additional local counsel to all affected Persons, taken as a whole, in each relevant jurisdiction) in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights under this Section 9.3Section, or in connection with the Loans made or any Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit. (b) The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the Issuing Bank, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including but limited, in the case of legal fees and expenses, to the reasonable and documented out-of-pocket fees, disbursements and other charges and disbursements of one firm of outside counsel to all Indemnitees taken as a whole and, if reasonably necessary, one local counsel in any relevant jurisdiction to all Indemnitees, taken as a whole and, solely in the case of an actual or potential conflict of interest, (x) one additional counsel for any Indemnitee)to all affected Indemnitees, taken as a whole, and shall indemnify and hold harmless (y) one additional local counsel to all affected Indemnitees, taken as a whole, in each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, relevant jurisdiction) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Credit Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefromtherefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or Release of Hazardous Materials of Environmental Concern on or from any property owned or operated by the Borrower or any of its SubsidiariesProperties, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective 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 the BorrowerBorrower or any other Loan Party, and regardless of whether any Indemnitee 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 related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable non-appealable judgment to have resulted from (x) the gross negligence or willful misconduct of such Indemnitee or Indemnitee, (y) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Credit Loan Document, if or (z) any dispute solely among any Indemnitees, the Administrative Agent, or any of their respective Related Parties (other than claims against Administrative Agent, the Arrangers, or any Person or entity acting in a similar capacity acting pursuant to this Agreement or in its capacity as such) to the extent such disputes did not arise from any act or omission of the Borrower has obtained a final and nonappealable judgment in or its favor on such claim as determined by a court of competent jurisdictionAffiliates. Subsection (b) hereof shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. (c) The Borrower shall pay, and hold the Administrative Agent and each of the Lenders harmless from and against, any and all present and future stamp, documentary, and other similar taxes with respect to this Agreement and any other Credit Documents, any collateral described therein, or any payments due thereunder, and save the Administrative Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes. (d) To the extent that the Borrower fails to pay any amount required to be paid to the Administrative Agent Agent, the Issuing Bank or the Swingline Lender under clauses subsection (a), (b) or (cb) hereof, each Lender severally agrees to pay to the Administrative Agent Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s Pro Rata Share pro rata share (in accordance with its respective Revolving Commitment (or Revolving Credit Exposure, as applicable) determined as of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, provided that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent Agent, the Issuing Bank or the Swingline Lender in its capacity as such. (ed) To the extent permitted by applicable law, the Borrower no party to this Agreement shall not assert, and each party to this Agreement hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result ofof this Agreement, this Agreement any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated therein, any Loan or any Letter of Credit or the use of proceeds thereof; provided that nothing in this clause (d) shall relieve the Borrower of any obligation it may have to indemnify any Indemnitee against special, indirect, consequential or punitive damages asserted against such Indemnitee by a third party. (e) The Borrower shall not, without the prior written consent of the applicable Indemnitee, effect any settlement of any actual or prospective claim, litigation, investigation, arbitration or proceeding in respect of which such Indemnitee is a party and indemnity has been sought under this Section by such Indemnitee, unless such settlement (i) includes an unconditional release of such Indemnitee in form and substance reasonably satisfactory to such Indemnitee from all liability on claims that are the subject matter of such indemnity and (ii) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnitee or any injunctive relief or other non-monetary remedy. (f) All amounts due under this Section 9.3 shall be payable promptly not later than ten (10) days after a reasonably detailed written demand therefor.

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable, reasonable and documented out-of-pocket costs and expenses of the Administrative Agent Agent, the Arrangers and its Affiliates, their Affiliates (including the reasonable fees, charges and disbursements of one primary outside counsel for the Administrative Agent Agent, the Arrangers and its their Affiliates, and, if reasonably required, one special counsel and local counsel for each relevant material jurisdiction (which may be a single local counsel acting in multiple material jurisdictions)), in connection with the syndication of the credit facilities provided for hereinfacilities, the preparation and administration of the Credit Loan Documents and any amendments, modifications or waivers thereof (whether or not the transactions contemplated in this Agreement or any other Credit Document shall be consummated)thereof, and (ii) all reasonable and documented out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket costs and expenses (including, without limitation, including the reasonable fees, charges and disbursements of one primary outside counsel and, if reasonably required, of one special and local counsel to the Lenders retained by the Lead Arranger in each applicable material jurisdiction (which may be a single local counsel acting in multiple jurisdictions); provided, that, in the case of any actual or perceived conflict of interest, the Borrower shall be responsible for the fees and expenses of one additional counsel in each applicable material jurisdiction to each group of similarly situated parties taken as a whole (which may be a single local counsel acting in multiple jurisdictions)) and the allocated cost of inside counsel) incurred by the Administrative Agent Agent, the Arrangers, the Issuing Bank or any Lender in connection with the enforcement or protection of its rights in connection with this AgreementAgreement and the other Loan Documents, including its rights under this Section 9.311.3, or in connection with the Loans made or any Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit. (b) The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), the Arrangers, each Lender and the Issuing Bank, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities liabilities, penalties and related expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Credit Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefromtherefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any actual or alleged Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective 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 the BorrowerBorrower or any other Loan Party, and regardless of whether any Indemnitee 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 liabilities, penalties or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the gross negligence negligence, bad faith or willful misconduct of such Indemnitee or (including any Related Party of such Indemnitee), (y) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Credit Loan Document, if or (z) any dispute among the Indemnitees (not arising as a result of any act or omission by the Borrower has obtained a final and nonappealable judgment or any of its subsidiaries or affiliates) other than if brought by or against any Indemnitee in its favor on agency role hereunder, or any settlement entered into by such claim as determined by a court of competent jurisdictionIndemnitee without the Borrower’s prior written consent. This Section 11.3(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. (c) The Borrower shall pay, and hold the Administrative Agent and each of the Lenders harmless from and against, any and all present and future stamp, documentary, and other similar taxes with respect to this Agreement and any other Credit Documents, any collateral described therein, or any payments due thereunder, and save the Administrative Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes. (d) To the extent that the Borrower fails to pay any amount required to be paid to the Administrative Agent Agent, the Issuing Bank or the Swingline Lender under clauses (a), (b) or (cb) hereof, each Lender severally agrees to pay to the Administrative Agent Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender▇▇▇▇▇▇’s Pro Rata Share (determined as of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent Agent, the Issuing Bank or the Swingline Lender in its capacity as such. (ed) To the extent permitted by applicable lawLaw, the Borrower each Loan Party shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of, this Agreement or any agreement or instrument contemplated hereby, the transactions contemplated therein, any Loan or any Letter of Credit or the use of proceeds thereof. (fe) All amounts due under this Section 9.3 11.3 shall be payable promptly after written demand therefor.

Expenses; Indemnification. (a) The Borrower Borrowers shall jointly and severally pay (i) all reasonable, documented, out-of-pocket costs and expenses of the Sole Lead Arranger, Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and its Affiliates, their Affiliates in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Credit Loan Documents and any amendments, modifications or waivers thereof (whether or not the transactions contemplated in this Agreement or any other Credit Loan Document shall be consummated), including the reasonable fees, charges and disbursements of counsel for the Sole Lead Arranger, the Administrative Agent and its Affiliates (but limited, in the case of legal fees and expenses of legal counsel, to the actual reasonable and documented out-of-pocket fees, disbursements and other charges of one counsel to the Sole Lead Arranger, the Administrative Agent and their Affiliates, any local counsel and any regulatory counsel reasonably required in the sole opinion of the Sole Lead Arranger), (ii) all reasonable out-of-pocket expenses actually incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket costs and expenses (including, without limitation, the actual reasonable and documented out-of-pocket fees, disbursements and other charges and disbursements of outside (A) one primary counsel and one local counsel for the allocated cost Administrative Agent and (B), in the case of inside counselan actual or perceived conflict of interest, one conflicts counsel to all other Lenders) actually incurred by the Sole Lead Arranger, the Administrative Agent Agent, any Issuing Bank or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights under this Section 9.3Section, or in connection with the Loans made or any Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit. (b) The Borrower Borrowers shall jointly and severally indemnify the Sole Lead Arranger, Administrative Agent (and any sub-agent thereof), each Lender and each Issuing Bank, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the any Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Credit Loan Document, any other Related Transaction Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefromtherefrom (including any refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by the any Borrower or any of its their Subsidiaries, or any Environmental Liability related in any way to the any Borrower or any of its their Subsidiaries, or (iv) any actual or prospective 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 the Borrowerany Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto, ; provided that (i) the Borrowers shall not be liable for legal fees and expenses of legal counsel with respect to any individual claims, damages, losses, liabilities or expenses of more than one primary counsel, one local counsel and, in the case of an actual or perceived conflict of interest, one conflicts counsel to all affected Indemnitees, taken as a whole, (ii) such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable non-appealable judgment to have resulted from (x) the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the any Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Credit DocumentLoan Document (it being understood and agreed that each Indemnitee shall be obligated to refund or return any and all amounts paid by the Borrowers under this clause (ii) to such Indemnitee for any such claims, if damages, losses, liabilities or expenses to the Borrower has obtained extent such Indemnitee (or any of its Affiliates) is found in a final and final, nonappealable judgment by a court of competent jurisdiction not to be entitled to payment of such amounts in accordance with the terms hereof) and (iii) the Borrowers shall not be liable for claims, damages, losses, liabilities or expenses that arise from a dispute solely among Indemnitees (other than any claims against SunTrust Bank in its favor capacity as Administrative Agent, Issuing Bank, Swingline Lender or similar capacity or SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ in its capacity as Sole Lead Arranger) (it being understood and agreed that each Indemnitee shall be obligated to refund or return any and all amounts paid by the Borrowers under this clause (iii) to such Indemnitee for any such claims, damages, losses, liabilities or expenses, to the extent such Indemnitee (or any of its Affiliates) is found in a final, nonappealable judgment by a court of competent jurisdiction not to be entitled to payment of such amounts in accordance with the terms hereof), solely to the extent that the underlying dispute does not arise as a result of any action, inaction or representation of, or information provided by or on behalf of, the Borrowers or any of their Subsidiaries. The Borrowers shall not, without the prior written consent of any Indemnitee, effect any settlement of any pending or threatened proceeding in respect of which such claim Indemnitee is a party and indemnity has been sought hereunder by such Indemnitee, unless such settlement includes an unconditional release of such Indemnitee from all liability on claims that are the subject matter of such indemnity. The Borrowers shall not be liable for any settlement of any proceeding effected without their written consent (which consent shall not be unreasonably conditioned, withheld or delayed). No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through any Platform, except as a result of such Indemnitee’s gross negligence or willful misconduct as determined by a court of competent jurisdictionjurisdiction in a final and non-appealable judgment. (c) The Borrower Borrowers shall pay, and hold the Administrative Agent Agent, each Issuing Bank and each of the Lenders harmless from and against, any and all present and future stamp, documentary, and other similar taxes with respect to this Agreement and any other Credit Loan Documents, any collateral described therein, therein or any payments due thereunder, and save the Administrative Agent Agent, each Issuing Bank and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes. (d) To the extent that the Borrower fails Borrowers fail to pay any amount required to be paid to the Administrative Agent Agent, any Issuing Bank or the Swingline Lender under clauses subsection (a), (b) or (c) hereof, each Lender severally agrees to pay to the Administrative Agent Agent, the relevant Issuing Bank or the Swingline Lender, as the case may be, such Lender’s Pro Rata Share pro rata share (in accordance with its respective Revolving Commitment (or Revolving Credit Exposure, as applicable) determined as of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, provided that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent Agent, any Issuing Bank or the Swingline Lender in its capacity as such. (e) To the extent permitted by applicable law, the no Borrower shall not assert, and each Borrower hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result ofof this Agreement, this Agreement any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated therein, any Loan or any Letter of Credit or the use of proceeds thereof. (f) All amounts due under this Section 9.3 shall be payable promptly after written demand therefor.

Expenses; Indemnification. (a) The Borrower Loan Parties shall pay (i) all reasonable, out-of-pocket costs and expenses of the Administrative Agent Agent, the Sole Lead Arranger and its their respective Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and its Affiliates, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Credit Loan Documents and any amendments, modifications or waivers thereof (whether or not the transactions contemplated in this Agreement or any other Credit Loan Document shall be consummated), including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and its Affiliates, (ii) all reasonable out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket costs and expenses (including, without limitation, the reasonable fees, charges and disbursements of outside counsel and the allocated cost of inside counsel) incurred by the Administrative Agent Agent, the Issuing Bank or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights under this Section 9.3Section, or in connection with the Loans made or any Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit. (b) The Borrower Loan Parties shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the Issuing Bank, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, penalties, damages, liabilities and related expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower any Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Credit Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefromtherefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by the Borrower Loan Parties or any of its their Subsidiaries, or any Environmental Liability related in any way to the Borrower Loan Parties or any of its their Subsidiaries, or (iv) any actual or prospective 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 the Borrowerany Loan Party, and regardless of whether any Indemnitee is a party thereto, ; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, penalties, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable non-appealable judgment to have resulted from (x) the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower any Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Credit Loan Document. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through Syndtrak, if the Borrower has obtained Intralinks or any other Internet or intranet website, except as a final and nonappealable judgment in its favor on result of such claim Indemnitee’s gross negligence or willful misconduct as determined by a court of competent jurisdictionjurisdiction in a final and non-appealable judgment. (c) The Borrower Loan Parties shall pay, and hold the Administrative Agent Agent, the Issuing Bank and each of the Lenders harmless from and against, any and all present and future stamp, documentary, and other similar taxes with respect to this Agreement and any other Credit Loan Documents, any collateral described therein, therein or any payments due thereunder, and save the Administrative Agent Agent, the Issuing Bank and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes. (d) To the extent that the Borrower fails Loan Parties fail to pay any amount required to be paid to the Administrative Agent Agent, the Issuing Bank or the Swingline Lender under clauses subsection (a), (b) or (c) hereofof this Section, each Lender severally agrees to pay to the Administrative Agent Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s Pro Rata Share pro rata share (in accordance with its respective Revolving Commitment (or Revolving Credit Exposure, as applicable) determined as of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, provided that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent Agent, the Issuing Bank or the Swingline Lender in its capacity as such. (e) To the extent permitted by applicable law, the Borrower no Loan Party shall not assert, and each hereby waiveswaives and agrees not to assert, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result ofof this Agreement, this Agreement any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated therein, any Loan or any Letter of Credit or the use of proceeds thereof. No Indemnitee referred to in subsection (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. (f) All amounts due under this Section 9.3 shall be payable promptly after written demand therefor.

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable, out-of-pocket costs and expenses of the Administrative Agent and its Affiliates, including the agreed fees and reasonable fees, charges and disbursements of counsel for the Administrative Agent and its Affiliates, in connection with the syndication of the credit facilities facility provided for herein, the preparation and administration of the Credit Loan Documents and any amendments, modifications or waivers thereof (whether or not the transactions contemplated in this Agreement or any other Credit Loan Document shall be consummated), ) and (ii) all reasonable out-of-pocket costs and expenses (including, without limitation, the reasonable fees, charges and disbursements of outside counsel and the allocated cost of inside counsel) incurred by the Administrative Agent or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights under this Section 9.311.4, or in connection with the Term Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Term Loans. (b) . The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), the Security Trustee and each Lender Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all reasonable allocated fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower or any other Loan Party or Related Party of a Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Credit Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Term Loan or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective 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 the BorrowerBorrower or any other Loan Party or Related Party of a Loan Party, and regardless of whether any Indemnitee is a party thereto, (iv) the ownership, possession, use, non-use, substitution, interchange, airworthiness, control, delivery, maintenance, repair, operation, registration, re-registration, replacement, condition, sale, purchase, lease, sublease, pooling, storage, modification, location, alteration, return, transfer or other disposition of the Aircraft, the Airframe, any Engine or any Part (including, without limitation, latent or other defects, whether or not discoverable, and any claim for patent, trademark or copyright infringement) by the Borrower, any other Loan Party or any Permitted Third Party User or any other person, or (v) any breach of or failure to perform or observe, or any other non-compliance with, any covenant, condition or agreement or other obligation to be performed by the Borrower, any other Loan Party or any Permitted Third Party User under any of the Loan Documents, or the falsity of any representation or warranty of the Borrower, any other Loan Party or any Permitted Third Party User in any of the Loan Documents provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Credit Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. The Borrower, upon demand by the Administrative Agent, the Security Trustee or a Lender at any time, shall indemnify the Finance Party (on its behalf or an Indemnitee’s behalf) for any such reasonable legal or other expenses incurred in connection with investigating or defending against any of the foregoing, except if the same is excluded from indemnification pursuant to the provisions of the preceding sentence. Each Indemnitee agrees to contest any indemnified claim if requested in writing by the Borrower, in a manner reasonably directed by the Borrower, with counsel selected by the Indemnitee and approved by the Borrower, which approval shall not be unreasonably withheld or delayed provided the Borrower agrees to indemnify the Indemnitee for any costs, expenses and losses incurred in relation to such contest, such contest has, in the opinion of the Indemnitee, a reasonable chance of success, such contest is not likely to result in a sale, forfeiture or seizure of the Aircraft or the rights and interests of the Finance Parties therein or the creation of any Lien on the Aircraft or is likely to result in reputational damage or criminal liability on the Indemnitee. Any Indemnitee that proposes or intends to settle or compromise any such indemnified claim shall give the Borrower written notice of the terms of such settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower’s prior written consent thereto, which consent shall not be unreasonably withheld or delayed; provided that the Indemnitee shall not be restricted from settling or compromising any such claim if the Indemnitee waives its right to indemnity from the Borrower in respect of such claim and such settlement or compromise does not materially increase the Borrower’s liability pursuant to this Section 11.4 to any Related Party of such Indemnitee. This Section 11.4(a) shall not apply to any Taxes, other than Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. (c) The Borrower shall pay, and hold the Administrative Agent and each of the Lenders harmless from and against, any and all present and future stamp, documentary, and other similar taxes with respect to this Agreement and any other Credit Documents, any collateral described therein, or any payments due thereunder, and save the Administrative Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes. (db) To the extent that the Borrower fails fail to pay any amount required to be paid to the Administrative Agent or the Security Trustee under clauses (a), (b) or (c) hereof, each Lender severally agrees to pay to the Administrative Agent or the Security Trustee such Lender’s Pro Rata Share (determined as of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent or the Security Trustee in its capacity as such. (ec) To the extent permitted by applicable law, the Borrower no party to this Agreement or Indemnitee shall not assert, and each hereby waives, any claim against any Indemniteesuch other Person, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of, this Agreement or any agreement or instrument contemplated hereby, the transactions contemplated therein, any Term Loan or the use of proceeds thereof. (fd) This Section 11.4 shall not apply with respect to indemnification for Taxes (which instead shall be governed by Section 2.16), except for any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. All amounts due under this Section 9.3 11.4 shall be payable promptly within ten (10) Business Days after written demand therefor.

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonableagrees to reimburse the Agent, out-of-pocket costs Collateral Monitor and expenses each of the Administrative Agent and its AffiliatesBanks, including the reasonable feeson demand for all costs, charges and disbursements of counsel for the Administrative Agent and its Affiliates, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Credit Documents and any amendments, modifications or waivers thereof (whether or not the transactions contemplated in this Agreement or any other Credit Document shall be consummated)expenses, and (ii) all reasonable out-of-pocket costs and expenses charges (including, without limitation, all reasonable fees and charges of external legal counsel for the reasonable feesAgent, Collateral Monitor, HSBC and each Bank) incurred by Agent, Collateral Monitor, or any Bank, in connection with the preparation of the Loan Documents. Borrower agrees to reimburse the Agent, Collateral Monitor, each Letter of Credit Issuing Bank, and each of the Banks on demand for all costs, expenses, and charges (including, without limitation, all fees and disbursements charges of outside external legal counsel for the Agent, Collateral Monitor, and the allocated cost of inside counseleach Bank) incurred by the Administrative Agent Agent, Collateral Monitor, or any Lender Bank in connection with the performance, or enforcement or protection of its rights in connection with this Agreement, including its rights under this Section 9.3the Notes, or in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans. (b) The other Loan Documents. Borrower shall agrees to indemnify the Administrative Agent Agent, Collateral Monitor, each Letter of Credit Issuing Bank and each Bank and their respective directors, officers, employees and agents (and any sub-agent thereofcollectively, the “Indemnified Persons), each Lender and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) againstfrom, and hold each Indemnitee of them harmless fromagainst, any and all losses, liabilities, claims, damages, liabilities and related damages or expenses incurred by any of them arising out of or by reason of any investigation or litigation or other proceedings (including any threatened investigation or litigation or other proceedings) relating to any actual or proposed use by Borrower of the proceeds of the Revolving Credit Loans, the Term Loan (if any) or the Letters of Credit or to any violation or alleged violation of any Environmental Law by Borrower or any Guarantor, including without limitation, the reasonable fees, charges fees and disbursements of counsel incurred in connection with any counsel for such investigation or litigation or other proceedings (but excluding any Indemnitee)such losses, and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees liabilities, claims, damages or expenses incurred by reason of the gross negligence or willful misconduct of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Credit Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort Indemnified Person or any other theory, whether brought by a third party Indemnified Person of which such Indemnified Person is an affiliate or by the Borrower, and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall notagent, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Credit Document, if the Borrower has obtained a final and nonappealable judgment in its favor on such claim as determined by a court non-appealable judgment). The obligations of competent jurisdiction. (c) The Borrower under this Section 14.03 shall pay, and hold survive the Administrative Agent and each repayment of the Lenders harmless from and against, any Obligations and all present and future stamp, documentary, and other similar taxes with respect to this Agreement and any other Credit Documents, any collateral described therein, amounts due under or any payments due thereunder, and save the Administrative Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes. (d) To the extent that the Borrower fails to pay any amount required to be paid to the Administrative Agent under clauses (a), (b) or (c) hereof, each Lender severally agrees to pay to the Administrative Agent such Lender’s Pro Rata Share (determined as of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent in its capacity as such. (e) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of, this Agreement or any agreement or instrument contemplated hereby, of the transactions contemplated therein, any Loan or Documents and the use termination of proceeds thereofthe Revolving Credit Commitment. (f) All amounts due under this Section 9.3 shall be payable promptly after written demand therefor.

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable, reasonable and documented out-of-pocket costs and expenses of the Administrative Agent Agent, the Lead Arranger and its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and its Affiliates, Issuing Bank in connection with the syndication of the credit facilities provided for herein, the preparation preparation, execution, delivery and administration of the Credit Loan Documents and, with respect to the Administrative Agent and the Issuing Bank only, any amendments, modifications or waivers thereof (whether or not thereof, limited in each case with respect to legal counsel to the transactions contemplated reasonable fees, charges and disbursements of a single outside counsel for all of the Administrative Agent, the Lead Arranger and the Issuing Bank taken as a whole and, if reasonably necessary, one other local counsel in this Agreement or any other Credit Document shall be consummated)each applicable jurisdiction, and (ii) all reasonable and documented out-of-pocket costs and expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented or invoiced out-of-pocket costs and expenses (including, without limitation, limited in each case with respect to legal counsel to the reasonable fees, charges and disbursements of a single outside counsel for all of the Administrative Agent, the Issuing Bank and then Lenders taken as a whole and, if reasonably necessary, one other local counsel in each applicable jurisdiction and, in the allocated cost event of inside counsela conflict of interest, one additional counsel to each group of similarly situated affected parties) incurred by the Administrative Agent Agent, the Issuing Bank or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights under this Section 9.3Section, or in connection with the Loans made or any Letters of Credit issued hereunder, including all such out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit. (b) The Borrower Loan Parties shall indemnify the Administrative Agent (and any sub-agent thereof)Agent, the Lead Arranger, each Lender and the Issuing Bank, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless fromfrom and against, any and all losses, claims, damages, liabilities liabilities, costs and related expenses (including the reasonable fees, charges and disbursements of any a single outside counsel for any Indemnitee)the Indemnitees taken as a whole and, and shall indemnify and hold harmless in the event of a conflict of interest, one additional counsel to each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees group of any Indemnitee, similarly situated affected Indemnitees) incurred by any Indemnitee or asserted against any Indemnitee by any third party or party, by the Borrower or any other Loan Party or by any other Person arising out of, in connection with, of or as a result of relating to (i) the execution or delivery of this Agreement, any other Credit Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefromtherefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by the Borrower Parent or any of its Subsidiaries, or any Environmental Liability related in of any way to the Borrower Loan Party or any of its Subsidiaries, or (iv) any actual or prospective 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 party, by the Borrower or any other Loan Party or by the Borrowerany other Person, and regardless of whether any Indemnitee 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 related expenses (x1) are determined by a court of competent jurisdiction by final and nonappealable non-appealable judgment to have resulted from (x) the gross negligence negligence, bad faith or willful misconduct of such Indemnitee or its or any of its Affiliates, officers, directors, employees, agents, advisors, members or (y) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Credit DocumentLoan Document or (2) arise from any disputes solely among Indemnitees unrelated to any disputes involving, if or claims against, any Loan Party (other than disputes involving the Borrower has obtained a final and nonappealable judgment Administrative Agent, the Lead Arranger, the Issuing Bank or the Swingline Lender in its favor on such claim capacity as determined by a court of competent jurisdictionsuch). (c) The Borrower shall pay, and hold the Administrative Agent and each of the Lenders harmless from and against, any and all present and future stamp, documentary, and other similar taxes with respect to this Agreement and any other Credit Documents, any collateral described therein, or any payments due thereunder, and save the Administrative Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes. (d) To the extent that the Borrower fails to pay any amount required to be paid to the Administrative Agent Agent, the Issuing Bank or the Swingline Lender under clauses subsection (a), (b) ), or (c) hereof, each Lender severally agrees to pay to the Administrative Agent Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s Pro Rata Share pro rata share (in accordance with its respective Revolving Commitment (or Revolving Credit Exposure, as applicable) determined as of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, provided that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent Agent, the Issuing Bank or the Swingline Lender in its capacity as such. (ed) To the extent permitted by applicable law, the Borrower each party hereto agrees that it shall not assert, and hereby waives, any claim against any Indemniteeother party hereto, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result ofof this Agreement, this Agreement any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated therein, any Loan or any Letter of Credit or the use of proceeds thereof. (fe) All amounts due under this Section 9.3 shall be payable promptly after written demand therefor. (f) This Section 10.3 shall apply with respect to Taxes only to the extent they represent losses, claims, damages, etc., arising from any non-Tax claim.

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable, out-of-pocket costs and expenses of the Administrative Agent and its Affiliatesthe Lenders, including the reasonable fees, charges and disbursements of counsel (including local counsel, foreign counsel, bankruptcy counsel, conflict counsel and aviation counsel) for the Administrative Agent and its AffiliatesAffiliates and the Lenders, in connection with the syndication of the credit facilities facility provided for herein, the preparation and administration of the Credit Loan Documents and any amendments, modifications or waivers thereof (whether or not the transactions contemplated in this Agreement or any other Credit Loan Document shall be consummated), consummated and whether incurred before or after the date hereof) and (ii) all reasonable out-of-pocket costs and expenses (including, without limitation, the reasonable fees, charges and disbursements of outside counsel and the allocated cost of inside counselfinancial advisors) incurred by the Administrative Agent or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights under this Section 9.310.3, or in connection with the Term Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Term Loans. (b) The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all reasonable allocated fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower or any other Loan Party or Related Party of a Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Credit Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Term Loan or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective 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 the BorrowerBorrower or any other Loan Party or Related Party of a Loan Party, and regardless of whether any Indemnitee 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 related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Credit Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. The Borrower, upon demand by the Administrative Agent or a Lender at any time, shall reimburse such Administrative Agent or such Lender for any such reasonable legal or other expenses incurred in connection with investigating or defending against any of the foregoing, except if the same is excluded from indemnification pursuant to the provisions of the immediately preceding sentence. Each Indemnitee agrees to contest any indemnified claim if reasonably requested by the Borrower, in a manner reasonably directed by the Borrower, with counsel selected by the Indemnitee and approved by the Borrower, which approval shall not be unreasonably withheld or delayed. Any Indemnitee that proposes or intends to settle or compromise any such indemnified claim shall give the Borrower written notice of the terms of such settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower’s prior written consent thereto, which consent shall not be unreasonably withheld or delayed; provided that the Indemnitee shall not be restricted from settling or compromising any such claim if the Indemnitee waives its right to indemnity from the Borrower in respect of such claim and such settlement or compromise does not materially increase the Borrower’s liability pursuant to this Section 10.3 to any Related Party of such Indemnitee. (c) The Borrower shall pay, and hold the Administrative Agent and each of the Lenders harmless from and against, any and all present and future stamp, documentary, and other similar taxes with respect to this Agreement and any other Credit Loan Documents, any collateral described therein, or any payments due thereunder, and save the Administrative Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes. (d) To the extent that the Borrower fails to pay any amount required to be paid to the Administrative Agent under clauses (a), (b) or (c) hereofhereof or such amount is otherwise incurred by the Administrative Agent in connection with its duties, obligations and role hereunder, each Lender severally agrees to pay to the Administrative Agent such Lender’s Pro Rata Share (determined as of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent in its capacity as such. (e) To the extent permitted by applicable law, the Borrower no party to this Agreement or Indemnitee shall not assert, and each hereby waives, any claim against any Indemniteesuch other Person, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of, this Agreement or any agreement or instrument contemplated hereby, the transactions contemplated therein, any Term Loan or the use of proceeds thereof. (f) All amounts due under this Section 9.3 10.3 shall be payable promptly within ten (10) Business Days after written demand therefor.

Expenses; Indemnification. (a) The Borrower Borrowers shall pay (i) all reasonable, out-of-out of pocket costs and expenses of the Administrative Agent and its AffiliatesAgents, including the reasonable fees, charges fees and disbursements of special counsel for the Administrative Agent and its AffiliatesAgents, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Credit Documents and each Loan Document, any amendments, modifications waiver or waivers thereof (whether or not the transactions contemplated in this Agreement consent thereunder or any other Credit Document shall be consummated)amendment thereof or any Default or alleged Default, and (ii) all reasonable out-of-pocket costs and expenses incurred by each Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, and (iii) all out of pocket expenses incurred by any Agent or Lender, including fees and disbursements of counsel, in connection with any enforcement of rights or workout, any Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Borrowers agree to indemnify each Agent, each Lender and their respective Affiliates and the respective directors, officers, employees, agents and advisors of such Agent, such Lender and such Lender’s Affiliates (each of the foregoing being an “Indemnified Person”) and hold each Indemnified Person harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees, charges fees and disbursements of outside counsel and the allocated cost of inside counsel) , which may be incurred by the Administrative such Indemnified Person (or by any Agent or any Lender (together with its officers, directors, employees, agents and advisors and Affiliates) in connection with the enforcement or protection of its rights actions as Agent hereunder) in connection with this Agreement, including its rights under this Section 9.3, or in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans. (b) The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower arising out of, in connection with, of or as a result of (i) the execution execution, delivery or delivery performance of this Agreementthe Loan Documents, any other Credit Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto transactions contemplated thereby or any Loan or Letter of their respective obligations hereunder or thereunder Credit, or the consummation actual or proposed used of the transactions contemplated hereby Loans or thereby, Letters of Credit or (ii) any investigative, administrative or judicial proceeding (whether or not such Indemnified Person shall be designated a party thereto) relating to or arising out of the Loan Documents or the use any actual or proposed use of proceeds of Loans or Letters of Credit hereunder including any refusal of an Issuing Bank to honor a demand for payment under a Letter of Credit if the proceeds therefrom, (iii) any actual or alleged presence or Release documents presented in connection with such demand do not strictly comply with the terms of Hazardous Materials on or from any property owned or operated by the Borrower or any such Letter of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective 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 the Borrower, and regardless of whether any Indemnitee is a party thereto, Credit; provided that such indemnity no Indemnified Person shall not, as have the right to any Indemnitee, be available indemnified hereunder for its own gross negligence or willful misconduct to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Credit Document, if the Borrower has obtained a final and nonappealable judgment in its favor on non-appealable judgment. Notwithstanding the above, no Bank will be entitled to indemnification with respect to any facility fees for which such claim Bank was not entitled to receive as determined by a court result of competent jurisdictionbeing a Defaulting Lender pursuant to Section 2.8(e). (c) The Borrower shall pay, and hold the Administrative Agent and each of the Lenders harmless from and against, any and all present and future stamp, documentary, and other similar taxes with respect to this Agreement and any other Credit Documents, any collateral described therein, or any payments due thereunder, and save the Administrative Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes. (d) To the extent that the Borrower fails to pay any amount required to be paid to the Administrative Agent under clauses (a), (b) or (c) hereof, each Lender severally agrees to pay to the Administrative Agent such Lender’s Pro Rata Share (determined as of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent in its capacity as such. (e) To the fullest extent permitted by applicable law, none of the Borrower Borrowers shall not assert, and each of the Borrowers hereby waives, any claim against any IndemniteeIndemnified Person, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual or direct damages) arising out of, in connection with with, or as a result of, this Agreement Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated thereinhereby or thereby, any Loan or the use of the proceeds thereof. (f) All amounts due under this thereof or any issuance of a Letter of Credit. No Indemnified Person referred to in Section 9.3 shall be payable promptly after written demand thereforliable for any damages arising from the use by unintended or unauthorized recipients of any information or other materials distributed by it through telecommunications, electronic or other similar information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby.

Expenses; Indemnification. (a) The Borrower Borrowers shall pay (i) all reasonable, out-of-pocket reasonable and documented out‑of‑pocket costs and expenses of the Administrative Agent and its Affiliates, including the reasonable and documented out‑of‑pocket fees, charges and disbursements of counsel for the Administrative Agent and its Affiliates, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Credit Loan Documents and any amendments, modifications or waivers thereof (whether or not the transactions contemplated in this Agreement or any other Credit Document provided that reimbursement of legal expenses shall be consummatedlimited to the expenses of one counsel to the Administrative Agent and its Affiliates taken as a whole and, if reasonably necessary, one local counsel in any relevant and material jurisdiction), and (ii) all reasonable out-of-pocket out‑of‑pocket costs and expenses incurred by the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, and (iii) all out‑of‑pocket costs and expenses (including, without limitation, the reasonable fees, charges and disbursements of outside counsel (provided that reimbursement of legal expenses shall be limited to the expenses of one counsel to the Administrative Agent and its Affiliates and the allocated cost of inside counselLenders taken as a whole and, if reasonably necessary, one local counsel in any relevant and material jurisdiction)) incurred by the Administrative Agent and its Affiliates, any Lender or any the Issuing Lender in connection with the enforcement or protection of its rights in connection with this AgreementAgreement and the other Loan Documents, including its rights under this Section 9.311.3, or in connection with the Loans made hereunder, including all such out-of-pocket out‑of‑pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans. (b) The Borrower Borrowers shall indemnify the Administrative Agent (and any sub-agent sub‑agent thereof), each Lender Lender, the Issuing Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable fees, charges and disbursements of any counsel for any IndemniteeIndemnitee (provided that reimbursement of legal expenses shall be limited to the expenses of one counsel to the Indemnitees taken as a whole, and, solely in the case of an actual or perceived conflict of interest, one additional counsel to the affected Indemnitees taken as a whole, and, if reasonably necessary, one local counsel in any relevant and material jurisdiction), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower Borrowers or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Credit Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefromtherefrom (including any refusal by the Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) the use by any Person of any information or materials obtained by or through SyndTrak or other internet web sites, (iv) any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by the Borrower Borrowers or any of its their Subsidiaries, or any Environmental Liability related in any way to of the Borrower Borrowers or any of its their Subsidiaries, or (ivv) any actual or prospective 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 the BorrowerBorrowers or any other Loan Party, and regardless of whether any Indemnitee 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 related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or Indemnitee, (y) result from a claim brought by the Borrower Borrowers or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Credit Loan Document, if the Borrower Borrowers or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdictionjurisdiction or (z) relate to the presence or Release of Hazardous Materials or any violation of Environmental Laws that first occurs at any property after such property is transferred to an Indemnitee by means of foreclosure, deed‑in‑lieu of foreclosure or similar transfer, and is not an Environmental Liability of the Borrowers or any of their Subsidiaries. Clause (b) of this Section 11.3 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. (c) The Borrower shall pay, and hold the Administrative Agent and each of the Lenders harmless from and against, any and all present and future stamp, documentary, and other similar taxes with respect to this Agreement and any other Credit Documents, any collateral described therein, or any payments due thereunder, and save the Administrative Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes[RESERVED]. (d) To the extent that the Borrower fails Borrowers fail to pay any amount required to be paid to the Administrative Agent Agent, the Issuing Lender or any Related Party of any of the foregoing, under clauses (a), (b) or (c) hereof, each Lender severally agrees to pay to the Administrative Agent Agent, the Issuing Lender or such Related Party as applicable, such Lender’s Pro Rata Share (determined as of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; providedprovided that with respect to such unpaid amounts owed to the Issuing Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Pro Rata Share of Revolving Commitments (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided further, that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent Agent, Issuing Lender in its capacity as such. (e) To the extent permitted by applicable law, the Borrower no party hereto shall not assert, and each party hereto hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of, this Agreement Agreement, any other Loan Document or any agreement or instrument contemplated herebyhereby or thereby, the transactions contemplated herein or therein, any Loan or the use of proceeds thereof. No Indemnitee 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, except to the extent such liability is determined in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from such Indemnitee’s gross negligence, willful misconduct or bad faith. (f) All amounts due under this Section 9.3 11.3 shall be payable promptly after written demand therefor.

Expenses; Indemnification. The Company shall reimburse the Agent and each Arranger for (a) The Borrower shall pay (i) all reasonable, out-of-pocket any reasonable costs and expenses of the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and its Affiliates, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Credit Documents and any amendments, modifications or waivers thereof (whether or not the transactions contemplated in this Agreement or any other Credit Document shall be consummated), and (ii) all reasonable out-of-pocket costs and expenses (including, without limitation, the reasonable fees, charges and disbursements of outside counsel and the allocated cost of inside counsel) incurred by the Administrative Agent or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights under this Section 9.3, or in connection with the Loans made hereunder, including all such out-of-pocket expenses (including reasonable attorneys’ fees, time charges and expenses of counsel for the Agent) paid or incurred during any workoutby the Agent or such Arranger in connection with the preparation, restructuring or negotiations in respect review, execution, delivery, syndication, distribution (including via the internet), administration, amendment and modification of such Loans. the Credit Documents and (b) any reasonable costs and out-of-pocket expenses (including reasonable attorneys’ fees, time charges and expenses of counsel) paid or incurred by the Agent or such Arranger on its own behalf or on behalf of any LC Issuer or any Bank and, on or after the date upon which an Event of Default specified in Section 9.1(a) or 9.1(e) has occurred and is continuing, each Bank, in connection with the collection and enforcement of the Credit Documents. The Borrower shall Company further agrees to indemnify the Administrative Agent (and any sub-agent thereof)Agent, each Lender Arranger, each LC Issuer, each Bank and each Related Party of any their respective Affiliates, and the directors, officers, employees and agents of the foregoing Persons (each such Person being called an all of the foregoing, the “Indemnitee”) againstIndemnified Persons), and hold each Indemnitee harmless from, any and against all losses, claims, damages, penalties, judgments, liabilities and related reasonable expenses (including the all reasonable fees, charges and disbursements expenses of any counsel for any Indemniteelitigation or preparation therefor whether or not an Indemnified Person is a party thereto), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees regardless of any Indemnitee, incurred whether such matter is initiated by any Indemnitee or asserted against any Indemnitee by any a third party or by the Borrower Company or any of its Affiliates or equityholders, which any of them may pay or incur arising out of, in connection with, of or as a result of (i) the execution or delivery of relating to this Agreement, any the other Credit Document or any agreement or instrument contemplated hereby or therebyDocuments, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby hereby, the direct or thereby, (ii) any Loan or the use indirect application or proposed use application of the proceeds therefromof any Credit Extension hereunder, (iii) any actual or alleged presence or Release release of any Hazardous Materials Substance on or from any property owned or operated by the Borrower Company or any of its Subsidiaries, Subsidiary or any Environmental Liability related in any way to the Borrower Company or any of its Subsidiaries, or (iv) Subsidiary; provided that the Company shall not be liable to any actual or prospective claim, litigation, investigation or proceeding relating to Indemnified Person for any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower, and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available foregoing to the extent that such losses, claims, damages, liabilities or related expenses (x) they are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted arisen from the gross negligence or willful misconduct of such Indemnitee Indemnified Person. Without limiting the foregoing, the Company shall pay any civil penalty or (y) result from a claim brought fine assessed by the Borrower Office of Foreign Assets Control against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Credit Document, if the Borrower has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. (c) The Borrower shall payIndemnified Person, and hold the Administrative Agent all reasonable costs and each expenses (including reasonable fees and expenses of the Lenders harmless from and against, any and all present and future stamp, documentary, and other similar taxes with respect counsel to this Agreement and any other Credit Documents, any collateral described therein, or any payments due thereunder, and save the Administrative Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes. (dIndemnified Person) To the extent that the Borrower fails to pay any amount required to be paid to the Administrative Agent under clauses (a), (b) or (c) hereof, each Lender severally agrees to pay to the Administrative Agent such Lender’s Pro Rata Share (determined as of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent in its capacity as such. (e) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or defense thereof, as a result of, this Agreement of any breach or any agreement or instrument contemplated hereby, inaccuracy of the transactions contemplated therein, any Loan or representation made in Section 5.14. The obligations of the use of proceeds thereof. (f) All amounts due Company under this Section 9.3 shall be payable promptly after written demand thereforsurvive the termination of this Agreement.

Expenses; Indemnification. (a) The Borrower Grantors shall pay (i) be required to pay, jointly and severally, all reasonable, fees and documented out-of-pocket costs and expenses of the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and its Affiliates, incurred by Investor Representative in connection with the syndication negotiation of this Note and the credit facilities provided for hereinother Transaction Documents, the preparation performance of its duties hereunder and administration of the Credit Documents and any amendments, modifications or waivers thereof (whether or not the transactions contemplated in this Agreement or any other Credit Document shall be consummated)thereunder, and (ii) all reasonable out-of-pocket costs and expenses (including, without limitation, the reasonable fees, charges and disbursements of outside counsel and the allocated cost of inside counsel) incurred by the Administrative Agent or any Lender in connection with the enforcement or protection exercise of its rights in connection with this Agreement, including and enforcement of its rights under this Section 9.3, or in connection with the Loans made remedies hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loansthereunder and/or under applicable law. (b) The In addition to the payment of fees and reimbursement of expenses, the Borrower shall indemnify jointly and severally agrees to defend, indemnify, pay and hold harmless the Administrative Agent Investor Representative, its officers, members, shareholders, partners, directors, trustees, employees, advisors (including attorneys, accountants and any sub-agent thereofexperts), each Lender representatives and agents and each Related Party of their respective successors and assigns and each Person who controls any of the foregoing Persons (each such Person being called each, an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Credit Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective 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 the Borrower, and regardless of whether any Indemnitee 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 related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Credit Document, if the Borrower has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. (c) The Borrower shall pay, and hold the Administrative Agent and each of the Lenders harmless from and against, any and all present and future stamp, documentary, and other similar taxes with respect to this Agreement and any other Credit Documents, any collateral described therein, or any payments due thereunder, and save the Administrative Agent and each Lender harmless from and against any and all losses, liabilities or reasonable expenses, including reasonable fees and expenses of counsel, incurred by it arising out of or in connection with respect the acceptance or administration of its duties under this Note and the other Transaction Documents or in any way relating to or resulting arising out of this Note or any other Transaction Document, including the reasonable costs and expenses of enforcing this Note and the Transaction Documents against any Borrower or any other Note Party (including this Section 11.6) and defending itself against any claim (whether asserted by any Borrower, any other Note Party, any Investor or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent determined by a final judgment (not subject to further appeal) of a court of competent jurisdiction to have resulted from any delay its own gross negligence or omission to pay such taxeswillful misconduct. (dc) To the extent that the Investor Representative is not reimbursed and indemnified by the Borrower fails and/or the other Note Parties, the Investors will jointly and severally reimburse and indemnify the Investor Representative, in proportion to pay their initially purchased respective principal amounts of Notes, from and against any amount required to and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be paid to the Administrative Agent under clauses (a)imposed on, (b) or (c) hereof, each Lender severally agrees to pay to the Administrative Agent such Lender’s Pro Rata Share (determined as of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent Investor Representative in performing its capacity duties hereunder or under this Note or any other Transaction Document, or in any way relating to or arising out of this Note or any other Transaction Document except to the extent determined by a final judgment (not subject to further appeal) of a court of competent jurisdiction to have resulted from its own gross negligence or willful misconduct. Prior to taking any action hereunder as suchInvestor Representative, the Investor Representative may require each Investor to deposit with it sufficient sums as it determines in good faith is necessary to protect the Investor Representative for fees, costs and expenses associated with taking such action. (ed) To the extent permitted by applicable lawThe provisions of this Section 11.6 shall survive termination of this Note, the Borrower shall not assert, repayment of the Obligations and hereby waives, any claim against any Indemnitee, on any theory resignation or removal of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of, this Agreement or any agreement or instrument contemplated hereby, the transactions contemplated therein, any Loan or the use of proceeds thereofInvestor Representative. (f) All amounts due under this Section 9.3 shall be payable promptly after written demand therefor.

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable, out-of-pocket costs and expenses of the Administrative Agent Agent, the Arrangers and its their respective Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent Agent, the Arrangers and its their respective Affiliates, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Credit Loan Documents and any amendments, modifications or waivers thereof (whether or not the transactions contemplated in this Agreement or any other Credit Loan Document shall be consummated), including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, the Arrangers and their respective Affiliates, (ii) all reasonable out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket costs and expenses (includingbut limited, without limitationin the case of legal fees and expenses, to the reasonable and documented fees, disbursements and other charges and disbursements of outside one counsel to the Administrative Agent and the allocated cost Lenders taken a whole, and, if necessary, of inside counselone local counsel in any relevant material jurisdiction and, if necessary, of one regulatory counsel in any material specialty and, in the case of an actual or perceived conflict of interest, one additional counsel to the affected indemnified persons taken as a whole) incurred by the Administrative Agent Agent, the Arrangers, any Issuing Bank or any Lender in connection with the enforcement or protection of its rights in connection with this AgreementAgreement and the other Loan Documents, including its rights under this Section 9.310.3, or in connection with the Loans made or any Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit. (b) The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), the Arrangers, each Lender and each Issuing Bank, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Credit Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefromtherefrom (including any refusal by an Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) the use by any Person of any information or materials obtained through Syndtrak or any other Internet Web Sites, (iv) any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by the Borrower Holdings or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower Holdings or any of its Subsidiaries, or (ivv) any actual or prospective 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 the BorrowerBorrower or any other Loan Party, and regardless of whether any Indemnitee 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 related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Credit Loan Document, if in each case so long as the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. This Section 10.3(b) shall not apply to Taxes other than any Taxes that represent losses, claims, damages, liabilities, etc. arising from a non-Tax claim. (c) The From and after the occurrence of the Trigger Event, the Borrower shall pay, and hold the Administrative Agent Agent, the Arrangers, each Issuing Bank and each of the Lenders harmless from and against, any and all present and future stamp, documentary, and other similar taxes with respect to this Agreement and any other Credit Loan Documents, any collateral described therein, or any payments due thereunder, and save the Administrative Agent Agent, the Arrangers, each Issuing Bank and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes. (d) To the extent that the Borrower fails to pay any amount required to be paid to the Administrative Agent Agent, the Arrangers, any Issuing Bank or the Swingline Lender under clauses (aSections 10.3(a), (b) or (c) hereof, each Lender severally agrees to pay to the Administrative Agent Agent, the Arrangers, such Issuing Bank or the Swingline Lender, as the case may be, such Lender’s Pro Rata Share (determined as of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent Agent, the Arrangers, such Issuing Bank or the Swingline Lender in its capacity as such. (e) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of, this Agreement or any agreement or instrument contemplated hereby, the transactions contemplated therein, any Loan or any Letter of Credit or the use of proceeds thereof. (f) All amounts due under this Section 9.3 10.3 shall be payable promptly after written demand therefor.

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonablereimburse the Administrative Agent, the Security Trustee and the Arranger for any costs, internal charges and out-of-pocket costs expenses (including reasonable attorneys’ fees and expenses time charges of the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of counsel attorneys for the Administrative Agent and its AffiliatesAgent) paid or incurred by the Administrative Agent, the Security Trustee or the Arranger in connection with the syndication of the credit facilities provided for hereinpreparation, the preparation negotiation, execution, delivery, syndication, review, amendment, modification, and administration of the Credit Documents Facility Documents. The Borrower also agrees to reimburse the Administrative Agent, the Security Trustee, the Arranger and the Lenders for any amendmentscosts, modifications or waivers thereof (whether or not the transactions contemplated in this Agreement or any other Credit Document shall be consummated), internal charges and (ii) all reasonable out-of-pocket costs expenses (including reasonable attorneys’ fees and time charges of attorneys for the Administrative Agent, the Arranger and the Lenders), paid or incurred by the Administrative Agent, the Security Trustee, the Arranger or any Lender in connection with the investigation, collection and enforcement of the Facility Documents. (b) The Borrower hereby further agrees to indemnify the Administrative Agent, the Security Trustee, the Arranger, each Lender, each Affiliate of a Lender, and the directors, officers, partners and employees of any of the foregoing against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, the reasonable fees, charges and disbursements all expenses of outside counsel and the allocated cost of inside counsel) incurred by litigation or preparation therefor whether or not the Administrative Agent Agent, the Security Trustee, the Arranger or any Lender in connection with the enforcement is a party thereto) which any of them may pay or protection incur arising out of its rights in connection with or relating to this Agreement, including its rights under this Section 9.3the other Facility Documents, or in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans. (b) The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Credit Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan the direct or the use indirect application or proposed use application of the proceeds therefrom, (iii) of any actual or alleged presence or Release Letter of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective 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 the Borrower, and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available Credit hereunder except to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to they have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the party seeking indemnification. The obligations of the Borrower against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Credit Document, if the Borrower has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. (c) The Borrower shall pay, and hold the Administrative Agent and each of the Lenders harmless from and against, any and all present and future stamp, documentary, and other similar taxes with respect to this Agreement and any other Credit Documents, any collateral described therein, or any payments due thereunder, and save the Administrative Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes. (d) To the extent that the Borrower fails to pay any amount required to be paid to the Administrative Agent under clauses (a), (b) or (c) hereof, each Lender severally agrees to pay to the Administrative Agent such Lender’s Pro Rata Share (determined as of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent in its capacity as such. (e) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of, this Agreement or any agreement or instrument contemplated hereby, the transactions contemplated therein, any Loan or the use of proceeds thereof. (f) All amounts due under this Section 9.3 9.7 shall be payable promptly after written demand thereforsurvive the termination of this Agreement.

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable, reasonable documented out-of-pocket costs and expenses of the Administrative Agent and its AffiliatesAffiliates (but limited, including in the case of legal fees and expenses, to the reasonable and documented out-of-pocket fees, disbursements and other charges and disbursements of one firm of outside counsel for the Administrative Agent and its Affiliatesto all such persons taken as a whole and, if necessary, of one counsel in any relevant material jurisdiction to such Persons, taken as a whole), in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Credit Loan Documents and any amendments, modifications or waivers thereof (whether or not the transactions contemplated in this Agreement or any other Credit Loan Document shall be consummated), and (ii) all reasonable documented out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all documented out-of-pocket costs and expenses (includingbut limited, without limitationin the case of legal fees and expenses, to the reasonable and documented out-of-pocket fees, disbursements and other charges and disbursements of one firm of outside counsel and to all such persons taken as a whole and, solely in the allocated cost case of inside counselan actual or potential conflict of interest, one additional outside counsel to all such affected persons taken as a whole, and, if necessary, of one local counsel in any relevant jurisdiction to such persons, taken as a whole and, solely in the case of an actual or potential conflict of interest, one additional local counsel in such relevant jurisdiction to all such affected persons taken as a whole)) incurred by the Administrative Agent Agent, the Issuing Bank or any Lender in connection with the enforcement or protection of its rights in connection with this AgreementAgreement and the other Loan Documents, including its rights under this Section 9.310.3, or in connection with the Loans made or any Letters of Credit issued hereunder, including all such documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit. The Borrower shall pay to the Administrative Agent or Truist Securities or the other Joint Lead Arrangers, as applicable, all fees due from time to time under the Fee Letter. (b) The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the Issuing Bank, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities liabilities, penalties and related expenses (including but limited, in the case of legal fees and expenses, to the reasonable and documented out-of-pocket fees, disbursements and other charges and disbursements of one counsel to all Indemnitees taken as a whole and, solely in the case of an actual or potential conflict of interest, one additional counsel to all affected Indemnitees, taken as a whole, and, if reasonably necessary, one local counsel in any relevant jurisdiction to all Indemnitees, taken as a whole and, solely in the case of an actual or potential conflict of interest, one additional local counsel for any Indemniteeto all affected Indemnitees, taken as a whole), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Credit Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefromtherefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any actual or alleged Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective 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 the BorrowerBorrower or any other Loan Party, and regardless of whether any Indemnitee 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 liabilities, penalties or related expenses (xw) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or Indemnitee, (yx) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Credit Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction, (y) constitute amounts in respect of Excluded Taxes or (z) settlements effected without the Borrower’s prior written consent (such consent not to be unreasonably withheld, delayed or conditioned), provided, however, that the foregoing indemnity will apply to any such settlement in the event that the Borrower was offered the ability to assume the defense of the action that was the subject matter of such settlement and elected not to assume such defense or if there is a final judgment against an Indemnitee in any such proceeding. (c) The Borrower shall pay, and hold the Administrative Agent and each of the Lenders harmless from and against, any and all present and future stamp, documentary, and other similar taxes (other than Excluded Taxes) with respect to this Agreement and any other Credit Loan Documents, any collateral described therein, or any payments due thereunder, and save the Administrative Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes. (d) To the extent that the Borrower fails to pay any amount required to be paid to the Administrative Agent Agent, the Issuing Bank or the Swingline Lender under clauses (a), (b) or (c) hereof, each Lender severally agrees to pay to the Administrative Agent Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender▇▇▇▇▇▇’s Pro Rata Share (determined as of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent Agent, the Issuing Bank or the Swingline Lender in its capacity as such. (e) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of, this Agreement or any agreement or instrument contemplated hereby, the transactions contemplated therein, any Loan or any Letter of Credit or the use of proceeds thereof. (f) All amounts due under this Section 9.3 10.3 shall be payable promptly within 30 days after written demand therefor, together with a reasonably detailed invoice therefor.

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable, out-of-pocket costs and expenses of the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and its Affiliates, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Credit Loan Documents and any amendments, modifications or waivers thereof (whether or not the transactions contemplated in this Agreement or any other Credit Loan Document shall be consummated), and (ii) all reasonable out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket costs and expenses (including, without limitation, the reasonable fees, charges and disbursements of outside counsel and the allocated cost of inside counsel) incurred by the Administrative Agent Agent, the Issuing Bank or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights under this Section 9.3Section, or in connection with the Loans made or any Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit. (b) The Borrower shall indemnify the Administrative Agent (Agent, the Issuing Bank and any sub-agent thereof)each Lender, each Lender and each Related Party of any of the foregoing Persons (each such Person being called each, an “"Indemnitee”") against, and hold each Indemnitee of them harmless from, any and all costs, losses, liabilities, claims, damages, liabilities damages and related expenses (expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who which may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower arising out of, in connection with, with or as a result of (i) the execution or delivery of this Agreement, Agreement or any other Credit Document or any agreement or instrument contemplated hereby or therebyhereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of any of the transactions contemplated hereby or therebyhereby, (ii) any Loan or the use Letter of Credit or any actual or proposed use of the proceeds therefromtherefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or Release release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, Subsidiary or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, Subsidiary or (iv) any actual or prospective 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 the Borrower, theory and regardless of whether any Indemnitee is a party thereto; provided, provided that the Borrower shall not be obligated to indemnify any Indemnitee for any of the foregoing arising out of such indemnity shall not, Indemnitee's gross negligence or willful misconduct as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Credit Document, if the Borrower has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdictionjudgment. (c) The Borrower shall pay, and hold the Administrative Agent and each of the Lenders harmless from and against, any and all present and future stamp, documentary, and other similar taxes with respect to this Agreement and any other Credit Loan Documents, any collateral described therein, or any payments due thereunder, and save the Administrative Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes. (d) To the extent that the Borrower fails to pay any amount required to be paid to the Administrative Agent Agent, the Issuing Bank or the Swingline Lender under clauses (a), (b) or (c) hereof, each Lender severally agrees to pay to the Administrative Agent Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s 's Pro Rata Share (determined as of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent Agent, the Issuing Bank or the Swingline Lender in its capacity as such. (e) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of, this Agreement or any agreement or instrument contemplated hereby, the transactions contemplated therein, any Loan or any Letter of Credit or the use of proceeds thereof. (f) All amounts due under this Section 9.3 shall be payable promptly after written demand therefor.

Expenses; Indemnification. (a) The Borrower shall agrees to pay (i) all reasonable, out-of-pocket reasonable out‑of‑pocket costs and expenses of the Administrative Agent and its Affiliatesexpenses, including the reasonable fees, charges fees and disbursements of counsel for counsel, incurred by the Administrative Agent and its Affiliates, Lender in connection with (i) the syndication preparation, execution and delivery of the credit facilities provided for herein, the preparation and administration of the Credit Documents and any amendments, modifications or waivers thereof (whether or not the transactions contemplated in this Agreement or any other Credit Document shall be consummated), and (ii) any amendments and waivers hereof or thereof. The Borrower also agrees to pay all reasonable out-of-pocket out‑of‑pocket costs and expenses (includingexpenses, without limitation, including the reasonable fees, charges fees and disbursements of outside counsel and the allocated cost of inside counsel) , incurred by the Administrative Agent or any Lender in connection with the enforcement or protection of its rights in connection with this AgreementAgreement and the collection of any amounts owing hereunder. In addition, including its rights under this Section 9.3, or in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans. (b) The Borrower shall will indemnify the Administrative Agent Lender (and any sub-agent thereof), each Lender and each Related Party of any of the foregoing Persons ) (each such Person being called an “"Indemnitee”") against, and hold each on demand reimburse such Indemnitee harmless fromfor, any and all liabilities, obligations, losses, claims, damages, liabilities penalties, stamp and related other similar taxes, actions, judgments, costs, expenses (including the reasonable fees, charges and or disbursements of any counsel for kind or nature whatsoever which may at any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemniteeimposed on, incurred by any Indemnitee or asserted against any such Indemnitee by any third party or by the Borrower arising solely out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Credit Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by ; provided that the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to shall not be liable for any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower, and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available foregoing to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted they arise from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Credit Document, if the Borrower has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. (c) The Borrower shall pay, and hold the Administrative Agent and each of the Lenders harmless from and against, any and all present and future stamp, documentary, and other similar taxes with respect to this Agreement and any other Credit Documents, any collateral described therein, or any payments due thereunder, and save the Administrative Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes. (db) To the extent that the Borrower fails to pay any amount required to be paid to the Administrative Agent under clauses (a), (b) or (c) hereof, each Lender severally agrees to pay to the Administrative Agent such Lender’s Pro Rata Share (determined as of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent in its capacity as such. (e) To the fullest extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual or direct damages) arising out of, in connection with with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the transactions contemplated thereinAgreement, any Loan or the use of the proceeds thereof. No Indemnitee referred to in subsection (a) 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. (fc) All amounts due under this Section 9.3 10.04 shall be payable promptly not later than thirty days after written demand therefor. (d) Notwithstanding anything in this Agreement to the contrary, the provisions of this Section 10.04 shall survive the termination of this Agreement.

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable, reasonable and documented (with itemized invoices) out-of-pocket costs and expenses of the Administrative Agent and its AffiliatesAgent, including the reasonable fees, charges fees and disbursements of special counsel for the Administrative Agent and its AffiliatesAgent, in connection with the syndication preparation of the credit facilities provided for hereinthis Agreement, the preparation and administration of the Credit Documents and any amendments, modifications waiver or waivers thereof (whether or not the transactions contemplated in this Agreement consent hereunder or any other Credit Document shall be consummated), amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all reasonable and documented (with itemized invoices) out-of-pocket costs and expenses incurred by each Lender Party, including (including, without limitation, duplication) the reasonable fees, charges fees and disbursements of outside counsel and the allocated cost of inside counsel) incurred by the Administrative Agent or any Lender , in connection with the enforcement or protection such Event of its rights in connection with this Agreement, including its rights under this Section 9.3Default and collection, or in connection with any bankruptcy, insolvency, reorganization or other enforcement proceedings resulting therefrom. The Borrower shall indemnify each Lender Party against any transfer taxes, documentary taxes, assessments or charges made by any governmental authority by reason of the Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring execution and delivery of this Agreement or negotiations in respect of such Loansthe Notes. (b) The Borrower shall agrees to indemnify the Administrative Agent (and any sub-agent thereof), each Lender Party, their respective affiliates and each Related Party of any the respective directors, officers, agents and employees of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Credit Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective 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 the Borrower, and regardless of whether any Indemnitee 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 related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Credit Document, if the Borrower has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. (c) The Borrower shall pay, and hold the Administrative Agent and each of the Lenders harmless from and against, any and all present and future stamp, documentary, and other similar taxes with respect to this Agreement and any other Credit Documents, any collateral described therein, or any payments due thereunder, and save the Administrative Agent and each Lender harmless from and against any and all liabilities liabilities, losses, damages, costs and expenses of any kind, including, without limitation, reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with respect any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or resulting from arising out of this Agreement or any delay actual or omission proposed use of proceeds of Loans or Letters of Credit hereunder; provided that (i) no Indemnitee shall have the right to pay such taxes. be indemnified hereunder for its own gross negligence or willful misconduct or for its breach of the express terms of this Agreement, in each case as determined by final judgment of a court of competent jurisdiction; (dii) To the extent that the Borrower fails to pay shall not, in connection with any amount required to such proceeding or related proceedings in the same jurisdiction, be paid to liable for the reasonable fees and expenses of more than one separate law firm at any one time for the Indemnitees (which shall be selected by the Administrative Agent under clauses after consultation with the Borrower); (a), (biii) or (c) hereof, each Lender severally agrees Indemnitee shall consult with the Borrower from time to pay to time at the Administrative Agent such Lender’s Pro Rata Share (determined as request of the time that Borrower regarding the unreimbursed expense or indemnity payment is soughtconduct of the defense in any such proceeding; and (iv) of such unpaid amount; provided, that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent in its capacity as such. (e) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, be obligated to pay an amount of any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages settlement entered into without its consent (as opposed to actual or direct damages) arising out of, in connection with or as a result of, this Agreement or any agreement or instrument contemplated hereby, the transactions contemplated therein, any Loan or the use of proceeds thereofwhich shall not be unreasonably withheld). (f) All amounts due under this Section 9.3 shall be payable promptly after written demand therefor.

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonablereasonable and documented, out-of-pocket costs and expenses of the Administrative Agent and its Affiliates, including the reasonable and documented fees, charges and disbursements of one primary outside counsel, one local counsel in each applicable jurisdiction not covered by the primary outside counsel, as necessary, and solely in the case of an actual or perceived conflict of interest, and one additional counsel to each group of similarly affected parties, taken as a whole, for the Administrative Agent and its Affiliates, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Credit Loan Documents and any amendments, modifications or waivers thereof (whether or not the transactions contemplated in this Agreement or any other Credit Loan Document shall be consummated), and (ii) all reasonable out-of-pocket expenses incurred by the Issuing Banks in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket costs and expenses (including, without limitation, the reasonable and documented fees, charges and disbursements of one primary outside counsel, one local counsel in each applicable jurisdiction not covered by the primary outside counsel, as necessary, and solely in the allocated cost case of inside counselan actual or perceived conflict of interest, and one additional counsel to each group of similarly affected parties, taken as a whole) incurred by the Administrative Agent Agent, any Issuing Bank or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights under this Section 9.3Section, or in connection with the Loans made or any Letters of Credit issued hereunder, including all such out-of-pocket expenses and settlement costs incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit. (b) The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and each Issuing Bank, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities liabilities, settlement costs and related expenses (including including, without limitation, the reasonable and documented fees, charges and disbursements of any one primary outside counsel, one local counsel for any Indemnitee)in each applicable jurisdiction not covered by the primary outside counsel, as necessary, and shall indemnify solely in the case of an actual or perceived conflict of interest, and hold harmless one additional counsel to each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees group of any Indemniteesimilarly affected parties, taken as a whole), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Credit Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefromtherefrom (including any refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Restricted Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Restricted Subsidiaries, or (iv) any actual or prospective 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 the BorrowerBorrower or any other Loan Party, and regardless of whether any Indemnitee 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 liabilities, settlement costs or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable non-appealable judgment to have resulted from (1) the gross negligence negligence, bad faith, material breach in bad faith of the Loan Documents, or willful misconduct of such Indemnitee or (y2) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Credit Document, if Loan Document or (y) result from any claim not involving an act or omission of the Borrower has obtained and that is brought by an Indemnitee against another Indemnitee (other than against the Arranger or the Administrative Agent in their capacities as such and other than claims with respect to a final and nonappealable judgment Letter of Credit brought by one Indemnitee against another Indemnitee acting in its favor on a different capacity or role with respect to such claim Letter of Credit such as determined by a court of competent jurisdictionan issuing bank as opposed to an advising bank, confirming bank, negotiating bank or transferring bank). (c) The Borrower shall pay, and hold the Administrative Agent and each of the Lenders harmless from and against, any and all present and future stamp, documentary, and other similar taxes with respect to this Agreement and any other Credit Documents, any collateral described therein, or any payments due thereunder, and save the Administrative Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes[reserved]. (d) To the extent that the Borrower fails to pay any amount required to be paid to the Administrative Agent or any Issuing Bank under clauses subsection (a), (b) or (cb) hereof, each Lender severally agrees to pay to the Administrative Agent or the applicable Issuing Bank, as the case may be, such Lender▇▇▇▇▇▇’s Pro Rata Share pro rata share (in accordance with its respective Revolving Commitment (or Revolving Credit Exposure, as applicable) determined as of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, provided that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent or such Issuing Bank in its capacity as such. (e) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result ofof this Agreement, this Agreement any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated therein, any Loan or any Letter of Credit or the use of proceeds thereof; provided that nothing in this clause (e) shall relieve the Borrower of any obligation it may have to indemnify any Indemnitee against special, indirect, consequential or punitive damages asserted against such Indemnitee by a third party. (f) All amounts due under this Section 9.3 shall be payable promptly after written demand therefor. This Section 10.3 shall not apply to Tax liabilities unless those Tax liabilities represent losses, claims, damages, etc. arising as a result of an non-Tax liability claim. The Borrower’s indemnification obligations with respect to any other Tax liabilities (if any) shall be governed by Sections 2.16 and 2.18.

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable, out-of-pocket costs and expenses of the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and its Affiliates, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Credit Loan Documents and any amendments, modifications or waivers thereof (whether or not the transactions contemplated in this Agreement or any other Credit Loan Document shall be consummated), and but excluding any expenses incurred solely in connection with the purchase of any assignment or participation by a Lender, (ii) all reasonable out-of-pocket expenses actually incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket costs and expenses (including, without limitation, the reasonable fees, charges and disbursements of outside counsel and the allocated cost of inside counsel) actually incurred by the Administrative Agent Agent, the Issuing Bank or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights under this Section 9.3Section, or in connection with the Loans made or any Letters of Credit issued hereunder, including all such out-of-pocket expenses actually incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit. (b) The Borrower shall indemnify the Administrative Agent (Agent, the Issuing Bank and any sub-agent thereof)each Lender, each Lender and each Related Party of any of the foregoing Persons (each such Person being called each, an “Indemnitee”) against, and hold each Indemnitee of them harmless from, any and all costs, losses, liabilities, claims, damages, liabilities damages and related expenses (expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who which may be employees of any Indemnitee, actually incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower arising out of, in connection with, with or as a result of (i) the execution or delivery of this Agreement, Agreement or any other Credit Document or any agreement or instrument contemplated hereby or therebyhereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of any of the transactions contemplated hereby or therebyhereby, (ii) any Loan or the use Letter of Credit or any actual or proposed use of the proceeds therefromtherefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or Release release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, Subsidiary or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, Subsidiary or (iv) any actual or prospective 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 the Borrower, theory and regardless of whether any Indemnitee is a party thereto; provided, provided that the Borrower shall not be obligated to indemnify any Indemnitee for any of the foregoing arising out of such indemnity shall not, Indemnitee’s gross negligence or willful misconduct as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Credit Document, if the Borrower has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdictionjudgment. (c) The Borrower shall pay, and hold the Administrative Agent and each of the Lenders harmless from and against, any and all present and future stamp, documentary, and other similar taxes with respect to this Agreement and any other Credit Loan Documents, any collateral described therein, or any payments due thereunder, and save the Administrative Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes. (d) To the extent that the Borrower fails to pay any amount required to be paid to the Administrative Agent Agent, the Issuing Bank or the Swingline Lender under clauses (a), (b) or (c) hereof, each Lender severally agrees to pay to the Administrative Agent Agent, the Issuing Bank or the Swingline Lender, as the case may be, an amount equal to the unpaid amount multiplied by such Lender’s Pro Rata Share of all Commitments and the Term A Loan (determined as of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent Agent, the Issuing Bank or the Swingline Lender in its capacity as such. (e) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of, this Agreement or any agreement or instrument contemplated hereby, the transactions contemplated therein, any Loan or any Letter of Credit or the use of proceeds thereof. (f) All amounts due under this Section 9.3 shall be payable promptly after written demand therefor.

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonablereimburse the Agent for any costs, internal charges and out-of-pocket costs expenses (including attorneys' fees and expenses time charges of attorneys for the Agent, which attorneys may be employees of the Administrative Agent) paid or incurred by the Agent and its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and its Affiliates, in connection with the preparation, negotiation, execution, administration, syndication and amendment of the credit facilities provided for hereinLoan Documents. The Borrower also agrees to reimburse the Agent, the preparation Issuer and administration of the Credit Documents Lenders for any costs, internal charges and any amendments, modifications or waivers thereof (whether or not the transactions contemplated in this Agreement or any other Credit Document shall be consummated), and (ii) all reasonable out-of-pocket costs expenses (including attorneys' fees and time charges of attorneys for the Agent, the Issuer and the Lenders, which attorneys may be employees of the Agent, the Issuer or the Lenders) paid or incurred by the Agent, the Issuer or any Lender in connection with the collection and enforcement of the Loan Documents. The Borrower further agrees to (x) indemnify the Agent, the Issuer and each Lender, and their respective directors, officers and employees, agents and directors ("Indemnified Persons") against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable expenses of litigation or preparation therefor whether or not the reasonable fees, charges and disbursements of outside counsel and the allocated cost of inside counsel) incurred by the Administrative Agent or any Lender in connection with is a party thereto) which any of them may pay or incur arising out of or relating to the enforcement or protection of its rights in connection with commitment letter dated July 15, 1997 relating to this transaction, this Agreement, including its rights under this Section 9.3the other Loan Documents, or in connection with any other transactions contemplated hereby or the Loans made direct or indirect application or proposed application of the proceeds of any Credit Extension hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans. (b) The Borrower shall indemnify except to the Administrative Agent (and any sub-agent thereof), each Lender and each Related Party of extent any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Credit Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective 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 the Borrower, and regardless of whether any Indemnitee 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 related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted arises solely from the gross negligence or willful misconduct of such Indemnitee or the party seeking indemnification, and (y) result from a to assert no claim brought by against the Borrower against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder Agent, the Issuer, any Lender or under any other Credit Document, if the Borrower has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. (c) The Borrower shall pay, and hold the Administrative Agent and each of the Lenders harmless from and against, any and all present and future stamp, documentary, and other similar taxes with respect to this Agreement and any other Credit Documents, any collateral described therein, or any payments due thereunder, and save the Administrative Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes. (d) To the extent that the Borrower fails to pay any amount required to be paid to the Administrative Agent under clauses (a), (b) or (c) hereof, each Lender severally agrees to pay to the Administrative Agent such Lender’s Pro Rata Share (determined as of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent in its capacity as such. (e) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any IndemniteeIndemnified Person, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of, this Agreement or any agreement or instrument contemplated hereby, . The obligations of the transactions contemplated therein, any Loan or the use of proceeds thereof. (f) All amounts due Borrower under this Section 9.3 shall be payable promptly after written demand thereforsurvive the termination of this Agreement and the Aggregate Commitment and the repayment of the Advances and the termination of the Facility Letters of Credit hereunder.

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable, out-of-pocket costs and expenses of the Administrative Agent Lender and its AffiliatesAffiliates (including, including without limitation, the reasonable fees, charges and disbursements of outside counsel and the allocated cost of inside counsel for the Administrative Agent Lender and its Affiliates, ) in connection with the syndication of the credit facilities Revolving Commitment Loan provided for herein, if any, the preparation and administration of the Credit Loan Documents and any amendments, modifications or waivers thereof (whether or not the transactions contemplated in this Agreement or any other Credit Loan Document shall be consummated), and (ii) all reasonable out-of-pocket costs and expenses (including, without limitation, the reasonable fees, charges and disbursements of outside counsel and the allocated cost of inside counsel) incurred by the Administrative Agent or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights under this Section 9.3Section, or in connection with the Revolving Loans (or Revolving Commitment) made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such the Revolving Loans. (b) The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and each Related Party of any officer, director, employee, agents, advisors and Affiliates of the foregoing Persons Lender (each such Person being called each, an “Indemnitee”) against, and hold each Indemnitee of them harmless from, any and all costs, losses, liabilities, claims, damages, liabilities damages and related expenses (expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who which may be employees of incurred by any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by the Borrower or any third party or by the Borrower Person, arising out of, in connection with, with or as a result of (i) the execution or delivery of any this Agreement, Agreement or any other Credit Document or any agreement or instrument contemplated hereby or therebyLoan Document, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of any of the transactions contemplated hereby or therebyhereby, (ii) the Revolving Loans (or Revolving Commitment) or any Loan or the use actual or proposed use of the proceeds therefrom, (iii) the use by any Person of any information or materials obtained by or through SyndTrak or other secured internet web sites, (iv) any actual or alleged presence or Release release of Hazardous Materials on or from any property owned or operated by the Borrower or any Subsidiary in violation of its Subsidiaries, any Environmental Law by Borrower or any Subsidiary or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, Subsidiary or (ivv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether brought by the Borrower or any third Person and whether based on contract, tort tort, or any other theory, whether brought by a third party or by the Borrower, theory and regardless of whether any Indemnitee is a party thereto; provided, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by in a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Credit Document, if the Borrower has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. (c) The Borrower shall pay, and hold the Administrative Agent and each of the Lenders Lender harmless from and against, any and all present and future stamp, documentary, and other similar taxes with respect to this Agreement and any other Credit Loan Documents, any collateral described therein, or any payments due thereunder, and save the Administrative Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission by the Borrower to pay such taxes. (d) To the extent that the Borrower fails to pay any amount required to be paid to the Administrative Agent under clauses (a), (b) or (c) hereof, each Lender severally agrees to pay to the Administrative Agent such Lender’s Pro Rata Share (determined as of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent in its capacity as such. (e) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of, this Agreement or any agreement or instrument contemplated hereby, the transactions contemplated therein, any Loan the Revolving Loans (or Revolving Commitment) or the use of proceeds thereof. (fe) All amounts due under this Section 9.3 shall be payable promptly after written demand therefor.

Expenses; Indemnification. (a) The Borrower shall Borrowers agree to pay (i) all reasonable, out-of-pocket costs and save the Agent harmless from liability for the payment of the reasonable fees and expenses of any counsel the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and its Affiliatesshall employ, in connection with the syndication of the credit facilities provided for hereinpreparation, the preparation execution and administration of the Credit Documents and any amendments, modifications or waivers thereof (whether or not the transactions contemplated in this Agreement or any other Credit Document shall be consummated), and (ii) all reasonable out-of-pocket costs and expenses (including, without limitation, the reasonable fees, charges and disbursements of outside counsel and the allocated cost of inside counsel) incurred by the Administrative Agent or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights under this Section 9.3, or in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans. (b) The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Credit Document or any agreement or instrument contemplated hereby or thereby, the performance by Notes and the parties hereto of their respective obligations hereunder or thereunder or Security Documents and the consummation of the transactions contemplated hereby and in connection with any amendments, waivers or therebyconsents and other matters in connection therewith, and all reasonable costs and expenses of the Agent and the Banks (including reasonable fees and expenses of counsel) in connection with any enforcement of this Agreement, the Notes or the Security Documents. (b) Each of the Borrowers hereby indemnifies and agrees to hold harmless the Banks and the Agent, and their respective officers, directors, employees and agents, from and against any and all claims, damages, losses, liabilities, costs or expenses of any kind or nature whatsoever which the Banks or the Agent or any such Person may incur or which may be claimed against any of them by reason of or in connection with any Letter of Credit, and neither any Bank nor the Agent or any of their respective officers, directors, employees or agents shall be liable or responsible for: (i) the use which may be made of any Letter of Credit or for any acts or omissions of any beneficiary in connection therewith; (ii) the validity, sufficiency or genuineness of documents or of any Loan endorsement thereon, even if such documents should in fact prove to be in any or the use all respects invalid, insufficient, fraudulent or proposed use of the proceeds therefrom, forged; (iii) any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated payment by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way Agent to the Borrower beneficiary under any Letter of Credit against presentation of documents which do not comply with the terms of any Letter of Credit, including failure of any documents to bear any reference or any adequate reference to such Letter of its Subsidiaries, or Credit; (iv) any actual error, omission, interruption or prospective claimdelay in transmission, litigationdispatch or delivery of any message or advice, investigation however transmitted, in connection with any Letter of Credit; or proceeding relating (v) any other event or circumstance whatsoever arising in connection with any Letter of Credit; provided, however, that the Borrowers shall not be required to indemnify the Agent and such other Persons, and the Agent shall be liable to the Borrowers to the extent, but only to the extent, of any direct, as opposed to consequential or incidental, damages suffered by any Borrower which were caused by (A) the Agent's wrongful dishonor of any Letter of Credit after the presentation to it by the beneficiary thereunder of a draft or other demand for payment and other documentation strictly complying with the terms and conditions of such Letter of Credit, or (B) the payment by the Agent to the beneficiary under any Letter of Credit against presentation of documents which do not comply with the terms of the Letter of Credit to the extent, but only to the extent, that such payment constitutes gross negligence or wilful misconduct of the Agent. It is understood that in making any payment under a Letter of Credit the Agent will rely on documents presented to it under such Letter of Credit as to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower, and all matters set forth therein without further investigation and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available notice or information to the extent that contrary, and such losses, claims, damages, liabilities or related expenses (x) are determined by reliance and payment against documents presented under a court Letter of competent jurisdiction by final and nonappealable judgment to have resulted from Credit substantially complying with the terms thereof shall not be deemed gross negligence or willful wilful misconduct of the Agent in connection with such Indemnitee payment. It is further acknowledged and agreed that a Borrower may have rights against the beneficiary or (y) result from others in connection with any Letter of Credit with respect to which the Agent is alleged to be liable and it shall be a claim brought by precondition of the assertion of any liability of the Agent under this Section that such Borrower shall first have taken reasonable steps to enforce remedies in respect of the alleged loss against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under beneficiary and any other parties obligated or liable in connection with such Letter of Credit Document, if the Borrower has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdictionany related transactions. (c) The Borrower shall payIn consideration of the execution and delivery of this Agreement by each Bank and the extension of the Commitments, the Borrowers hereby indemnify, exonerate and hold the Administrative Agent Agent, each Bank and each of their respective officers, directors, employees and agents (collectively, the Lenders harmless from "Indemnified Parties") free and against, any and all present and future stamp, documentary, and other similar taxes with respect to this Agreement and any other Credit Documents, any collateral described therein, or any payments due thereunder, and save the Administrative Agent and each Lender harmless from and against any and all actions, causes of action, suits, losses, costs, liabilities with respect to or resulting from and damages, and expenses incurred in connection therewit (irrespective of whether any delay or omission to pay such taxes. (d) To the extent that the Borrower fails to pay any amount required to be paid Indemnified Party is a party to the Administrative Agent under clauses (aaction for which indemnification hereunder is sought), including reasonable attorneys' fees and disbursements (b) or (c) hereofcollectively, each Lender severally agrees to pay to the Administrative Agent such Lender’s Pro Rata Share (determined as of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided"Indemnified Liabilities"), that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by the Indemnified Parties or asserted against the Administrative Agent in its capacity as such. (e) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or them as a result of, or arising out of, or relating to: (i) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any Advance; (ii) the entering into and performance of this Agreement or and any other agreement or instrument contemplated herebyexecuted in connection herewith by any of the Indemnified Parties (including any action brought by or on behalf of the Borrowers as the result of any determination by the Required Banks not to fund any Advance in compliance with this Agreement); (iii) any investigation, litigation or proceeding related to any acquisition or proposed acquisition by the Borrowers or any of their Subsidiaries of any portion of the stock or assets of any Person, whether or not the Agent or such Bank is party thereto; (iv) any investigation, litigation or proceeding related to any environmental cleanup, audit, compliance or other matter relating to any release by the Borrowers or any of their Subsidiaries of any hazardous material or any violations of Environmental Laws; or (v) the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission, discharging or releases from, any real property owned or operated by the Borrowers or any Subsidiary thereof of any Hazardous Material (including any losses, liabilities, damages, injuries, costs, expenses or claims asserted or arising under any Environmental Law), regardless of whether caused by, or within the control of, the transactions contemplated thereinBorrowers or such Subsidiary, except for any Loan such Indemnified Liabilities arising for the account of a particular Indemnified Party by reason of the activities of the Indemnified Party on the property of the Borrowers conducted subsequent to a foreclosure on such property by the Banks or by reason of the use relevant Indemnified Party's gross negligence or wilful misconduct or breach of proceeds thereof. (f) All amounts due this Agreement, and if and to the extent that the foregoing undertaking may be unenforceable for any reason, the Borrowers hereby agree to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under this Section 9.3 applicable law. The Borrowers shall be payable promptly after written demand thereforobligated to indemnify the Indemnified Parties for all Indemnified Liabilities subject to and pursuant to the foregoing provisions, regardless of whether the Borrowers or any of their Subsidiaries had knowledge of the facts and circumstances giving rise to such Indemnified Liability.

Expenses; Indemnification. (a) The Whether or not the transactions contemplated hereby are consummated, the Borrower shall agrees to pay (i) on demand all reasonable, out-of-pocket costs and expenses of the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and its Affiliates, in connection with the syndication syndication, preparation, execution, delivery, administration, modification, and amendment of the credit facilities provided for hereinthis Credit Agreement, the preparation and administration of the Credit Documents and any amendments, modifications or waivers thereof (whether or not the transactions contemplated in this Agreement or any other Credit Document shall be consummated)Documents, and (ii) all reasonable out-of-pocket costs and expenses (the other documents to be delivered hereunder, including, without limitation, the reasonable fees, charges fees and disbursements expenses of outside counsel for the Agent with respect thereto and with respect to advising the Agent as to its rights and responsibilities under the Credit Documents. The Borrower further agrees to pay on demand all reasonable costs and expenses of the Agent and the allocated cost of inside counsel) incurred by the Administrative Agent or any Lender Lenders, if any, in connection with the enforcement or protection of its rights in connection with this Agreement(whether through negotiations, including its rights under this Section 9.3legal proceedings, or in connection with otherwise) of the Loans made Credit Documents and the other documents to be delivered hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans. (b) The Borrower shall indemnify Whether or not the Administrative Agent (transactions contemplated hereby are consummated, the Credit Parties agree to indemnify, save and any subhold harmless each Agent-agent thereof)Related Person, each Joint Lead Arranger, each Lender and each Related Party of any of their respective Affiliates, directors, officers, employees, counsel, agents and attorneys-in-fact (collectively the foregoing Persons (each such Person being called an “IndemniteeIndemnitees”) from and against, and hold each Indemnitee harmless from, : (i) any and all losses, claims, damagesdemands, liabilities and related expenses (including the reasonable fees, charges and disbursements actions or causes of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or action that are asserted against any Indemnitee by any third party Person (other than the Agent or by any Lender) relating directly or indirectly to a claim, demand, action or cause of action that such Person asserts or may assert against any Credit Party, any Affiliate of any Credit Party or any of their respective officers or directors; (ii) any and all claims, demands, actions or causes of action that may at any time (including at any time following repayment of the Borrower Credit Party Obligations and the resignation or removal of the Agent or the replacement of any Lender) be asserted or imposed against any Indemnitee, arising out ofof or relating to, the Credit Documents, any predecessor Credit Documents, the Commitments, the use or contemplated use of the proceeds of any Revolving Loan or Letter of Credit, the relationship of any Credit Party, the Agent and the Lenders under this Credit Agreement or any other Credit Document, or any actual or alleged breach of any Environmental Law; (iii) any administrative or investigative proceeding by any Governmental Authority arising out of or related to a claim, demand, action or cause of action described in connection withsubsection (i) or (ii) above; and (iv) any and all liabilities (including liabilities under indemnities), losses, costs or expenses (including reasonable attorney costs) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action, cause of action or proceeding, or as a result of (i) the execution preparation of any defense in connection with any foregoing claim, demand, action, cause of action or delivery of this Agreementproceeding, any other Credit Document in all cases, whether or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation not arising out of the transactions contemplated hereby or thereby, (ii) any Loan or the use or proposed use negligence of the proceeds therefrom, (iii) any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective 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 the Borroweran Indemnitee, and regardless of whether any or not an Indemnitee is a party theretoto such claim, demand, action, cause of action or proceeding (all the foregoing, collectively, the “Indemnified Liabilities”); provided that such indemnity no Indemnitee shall not, as be entitled to indemnification for any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined claim caused by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the its own gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought for any loss asserted against it by another Indemnitee. The agreements in this Section shall survive the Borrower against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Credit Document, if the Borrower has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. (c) The Borrower shall pay, and hold the Administrative Agent and each termination of the Lenders harmless from Commitments and against, any and repayment of all present and future stamp, documentary, and other similar taxes with respect to this Agreement and any other the Credit Documents, any collateral described therein, or any payments due thereunder, and save the Administrative Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxesParty Obligations. (d) To the extent that the Borrower fails to pay any amount required to be paid to the Administrative Agent under clauses (a), (b) or (c) hereof, each Lender severally agrees to pay to the Administrative Agent such Lender’s Pro Rata Share (determined as of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent in its capacity as such. (e) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of, this Agreement or any agreement or instrument contemplated hereby, the transactions contemplated therein, any Loan or the use of proceeds thereof. (f) All amounts due under this Section 9.3 shall be payable promptly after written demand therefor.

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable, out-of-pocket costs and expenses of the Administrative Agent and its Affiliates, BAS including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and its AffiliatesBAS actually incurred, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Credit Loan Documents and any amendments, modifications or waivers thereof (whether or not the transactions contemplated in this Agreement or any other Credit Loan Document shall be consummated), and (ii) all reasonable out-of-pocket expenses incurred by each Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket costs and expenses (including, without limitation, the reasonable fees, charges and disbursements of outside counsel and the allocated cost counsel, fees of inside counsel, accountants, consultants, and other similar professional fees) actually incurred by the Administrative Agent Agent, BAS, the Issuing Bank or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights under this Section 9.3Section, or in connection with the Loans made or any Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit. (b) The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof)Agent, BAS, each Lender Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called each, an “Indemnitee”) against, and hold each Indemnitee of them harmless from, any and all costs, losses, liabilities, claims, damages, liabilities damages and related expenses (expenses, including the actual and reasonable fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who which may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower arising out of, in connection with, with or as a result of (i) the execution or delivery of this Agreement, Agreement or any other Credit Document or any agreement or instrument contemplated hereby or therebyhereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of any of the transactions contemplated hereby or therebyhereby, (ii) any Loan or the use Letter of Credit or any actual or proposed use of the proceeds therefromtherefrom (including any refusal by the applicable Issuing Bank to honor a demand for CHAR1\935816v6 payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or Release release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, Subsidiary or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, Subsidiary or (iv) any actual or prospective 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 the Borrower, theory and regardless of whether any Indemnitee is a party thereto; provided, provided that the Borrower shall not be obligated to indemnify any Indemnitee for any of the foregoing arising out of such indemnity shall notIndemnitee’s gross negligence or willful misconduct, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Credit Document, if the Borrower has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdictionjudgment. (c) The Borrower shall pay, and hold the Administrative Agent Agent, BAS and each of the Lenders harmless from and against, any and all present and future stamp, documentary, and other similar taxes with respect to this Agreement and any other Credit Loan Documents, any collateral described therein, or any payments due thereunder, and save the Administrative Agent Agent, BAS and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes. (d) To the extent that the Borrower fails to pay any amount required to be paid to the Administrative Agent Agent, BAS, the Issuing Bank or the Swingline Lender under clauses (a), (b) or (c) hereof, each Lender severally agrees to pay to the Administrative Agent Agent, BAS, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s Pro Rata Share (determined as of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, however, that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent Agent, BAS, the Issuing Bank or the Swingline Lender in its capacity as such. (e) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of, this Agreement or any agreement or instrument contemplated hereby, the transactions contemplated therein, any Loan or any Letter of Credit or the use of proceeds thereof. (f) All amounts due under this Section 9.3 shall be payable promptly after written demand therefor.

Expenses; Indemnification. (a) The Borrower Borrowers shall pay (i) all reasonable, reasonable out-of-pocket costs and expenses of the Administrative Agent and its Affiliatesthe Issuing Lenders, including the reasonable fees, charges fees and disbursements of one special counsel (plus, to the extent reasonably necessary, one local counsel in each jurisdiction in which a Non-U.S. Borrower is organized) for the Administrative Agent and its Affiliatesthe Issuing Lenders collectively, in connection with the syndication preparation of this Agreement, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all reasonable out-of-pocket expenses incurred by the credit facilities provided for hereinAdministrative Agent, the preparation Lenders and administration the Issuing Lenders, including reasonable fees and disbursements of one counsel for all such Persons (plus, to the Credit Documents extent reasonably necessary, one local counsel for all such Persons in each jurisdiction in which a Non-U.S. Borrower is organized and, in the case of an actual or perceived conflict of interest and, to the extent reasonably necessary, one additional counsel in each applicable jurisdiction for all such Persons affected by such conflict), in connection with such Event of Default and collection and other enforcement proceedings resulting therefrom. (b) The Borrowers shall indemnify each Lead Arranger, each Issuing Lender, each Lender and their respective Affiliates and their respective Affiliates’ directors, officers and employees (each, an “Indemnified Person”) for, and hold each Indemnified Person harmless from and against (i) any amendmentsand all damages, modifications or waivers thereof (whether or not the transactions contemplated in this Agreement or losses and other liabilities of any other Credit Document shall be consummated)kind, including, without limitation, judgments and costs of settlement, and (ii) any and all reasonable out-of-pocket costs and expenses (of any kind, including, without limitation, the reasonable fees, charges fees and disbursements of outside one counsel and for all Indemnified Persons (plus, to the allocated cost of inside counsel) incurred by the Administrative Agent or any Lender in connection with the enforcement or protection of its rights in connection with this Agreementextent reasonably necessary, including its rights under this Section 9.3, or in connection with the Loans made hereunder, including one local counsel for all such Indemnified Persons in each jurisdiction in which a Non-U.S. Borrower is organized, and, in the case of a conflict of interest, to the extent reasonably necessary, one additional counsel in each applicable jurisdiction for all such indemnified persons affected by such conflict), and any other reasonable out-of-pocket expenses incurred during any workoutcosts of defense, restructuring including, without limitation, reasonable costs of discovery and investigation, for such Indemnified Persons (all of which shall be paid or negotiations reimbursed by the Company within 30 days of receipt of an invoice thereof in respect of such Loans. (b) The Borrower shall indemnify the Administrative Agent (and any sub-agent thereofreasonable detail), each suffered or incurred in connection with any investigative, administrative or judicial proceeding (whether or not such Lead Arranger, Issuing Lender and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”or Lender shall be designated a party thereto) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee relating to or asserted against any Indemnitee by any third party or by the Borrower arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Credit Document Agreement or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or the use actual or proposed use of the proceeds therefrom, (iii) any actual of Loans or alleged presence or Release Letters of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective 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 the Borrower, and regardless of whether any Indemnitee is a party thereto, Credit hereunder; provided that such indemnity no Indemnified Person shall not, as have the right to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities indemnified or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from held harmless hereunder for the gross negligence or willful misconduct of such Indemnitee Indemnified Person or (y) result from a claim brought by the Borrower against an Indemnitee for breach in bad faith any of such IndemniteeIndemnified Person’s obligations hereunder affiliates or under any other Credit Documentof their respective officers, if the Borrower has obtained a final and nonappealable judgment in its favor on such claim directors or employees as finally determined by a court of competent jurisdiction. The Borrowers shall indemnify and hold harmless the Administrative Agent and each Issuing Lender, in its capacity as such hereunder, together with their Affiliates and their Affiliates’ directors, officers and employees, to the same extent that the Borrowers indemnify and hold harmless each Lender pursuant to this Section. (c) The Borrower shall pay, and hold the Administrative Agent and each of the Lenders harmless from and against, any and all present and future stamp, documentary, and other similar taxes with respect to this Agreement and any other Credit Documents, any collateral described therein, or any payments due thereunder, and save the Administrative Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes. (d) To the extent that the Borrower fails to pay any amount required to be paid to the Administrative Agent under clauses (a), (b) or (c) hereof, each Lender severally agrees to pay to the Administrative Agent such Lender’s Pro Rata Share (determined as of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent in its capacity as such. (e) To the fullest extent permitted by applicable law, the Borrower no party hereto shall not assert, and hereby waives, any claim against any Indemniteeother party hereto, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual or direct damages) arising out of, in connection with with, or as a result of, this Agreement 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; provided that nothing contained in this sentence shall limit the Borrowers’ indemnification obligation in Section 11.03(b) to the extent such special, indirect, consequential and punitive damages are included in any claim in connection with which such person is entitled to indemnification hereunder. (fd) All amounts due under this This Section 9.3 11.03 shall be payable promptly after written demand therefornot apply to any taxes (other than taxes that represent losses, claims, damages, liabilities and expenses resulting from a non-tax claim).

Expenses; Indemnification. (a) The Borrower shall pay (i) will, on demand, indemnify and hold harmless each of the Administrative Agent and the Lenders for and against all reasonable, reasonable and documented out-of-pocket costs and expenses expenses, including legal fees, incurred by it by reason of the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements enforcement of counsel for the Administrative Agent and its Affiliates, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Credit Documents and any amendments, modifications or waivers thereof (whether or not the transactions contemplated in this Agreement or any other Credit Document shall be consummated), and (ii) all reasonable out-of-pocket costs and expenses (including, without limitation, the reasonable fees, charges and disbursements of outside counsel and the allocated cost of inside counsel) incurred by the Administrative Agent or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights under this Section 9.3Agreement, or in connection with the Loans made hereunderincluding, including all such out-of-pocket expenses incurred during any workoutbut not limited to, restructuring or negotiations in respect costs of such Loans. (b) collection. The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and each Related Party Lender, and each Affiliate of any of the foregoing Persons and each of their respective officers, directors and employees (each such Person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (expenses, including the reasonable and documented fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless in each case, payable by any Indemnitee from all fees and time charges and disbursements for attorneys who may be employees to any governmental authority or other third party (other than any Affiliate of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower ) arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Credit Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or therebyhereby, (ii) any Loan or the use or proposed use of the proceeds therefrom, therefrom or (iii) any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective 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 the Borrower, theory and regardless of whether any Indemnitee 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 related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Credit Document, if the Borrower has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. (c) The Borrower shall pay, and hold the Administrative Agent and each of the Lenders harmless from and against, any and all present and future stamp, documentary, and other similar taxes with respect to this Agreement and any other Credit Documents, any collateral described therein, or any payments due thereunder, and save the Administrative Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes. (d) . To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent under clauses (a), (b) or (c) hereofeither of the two preceding paragraphs of this Section, each Lender severally agrees to pay to the Administrative Agent such Lender’s Pro Rata Share (determined as of the time that date of the unreimbursed expense or indemnity payment is soughtrequest for such indemnification) of such unpaid amount; provided, provided that the unreimbursed expense or indemnified paymentloss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent Lender in its capacity as such. (e) To the extent permitted by applicable law, the . The Borrower shall not assert, and hereby waives, any claim against any Indemniteewill, on any theory demand, reimburse the Administrative Agent and the Initial Lender for and against all legal fees, charges and disbursements of liability, for special, indirect, consequential or punitive damages counsel to the Administrative Agent and the Initial Lender (as opposed to actual or direct damagesother than the allocated costs of internal counsel) arising out of, in connection with or as a result of, incurred by reason of the execution and delivery of this Agreement or any agreement or instrument and the other Loan Documents and the other documents contemplated hereby, in an aggregate amount not to exceed USD75,000. This Section 8.1 shall not apply to any Tax that is the transactions contemplated thereinsubject of Section 3.9, any Loan except to the extent that the Borrower fails to deduct or withhold Taxes in respect of which it would have been required to pay an Additional Amount, and such Taxes are assessed directly against a Lender or the use Administrative Agent (excluding any penalties or interest in respect of proceeds thereofsuch Taxes that result from the gross negligence or willful misconduct of the Administrative Agent or such Lender). (f) All amounts due under this Section 9.3 shall be payable promptly after written demand therefor.

Expenses; Indemnification. (a) The Borrower shall Credit Parties jointly and severally agree to pay (i) on demand all reasonablecosts and expenses of the Administrative Agent in connection with the syndication, out-of-pocket preparation, execution, delivery, administration, modification, and amendment of this Credit Agreement, the other Credit Documents, and the other documents to be delivered hereunder, including, without limitation, the reasonable fees and expenses of counsel for the Administrative Agent with respect thereto and with respect to advising the Administrative Agent as to its rights and responsibilities under the Credit Documents. The Credit Parties further jointly and severally agree to pay on demand all costs and expenses of the Administrative Agent and its Affiliatesthe Lenders, including the if any (including, without limitation, reasonable fees, charges attorneys' fees and disbursements of counsel for the Administrative Agent and its Affiliatesexpenses), in connection with the syndication of the credit facilities provided for hereinenforcement (whether through negotiations, the preparation and administration legal proceedings, or otherwise) of the Credit Documents and any amendmentsthe other documents to be delivered hereunder. (b) The Credit Parties jointly and severally agree to indemnify and hold harmless the Administrative Agent and each Lender and each of their Affiliates and their respective officers, modifications or waivers thereof (whether or not the transactions contemplated in this Agreement or any other Credit Document shall be consummated)directors, employees, agents, and advisors (iieach, an "Indemnified Party") from and against any and all reasonable out-of-pocket costs claims, damages, losses, liabilities, costs, and expenses (including, without limitation, the reasonable attorneys' fees, charges and disbursements of outside counsel and the allocated cost of inside counsel) that may be incurred by the Administrative Agent or asserted or awarded against any Lender Indemnified Party, in connection with the enforcement or protection each case arising out of its rights in connection with this Agreement, including its rights under this Section 9.3, or in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans. (b) The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower arising out ofreason of (including, without limitation, in connection withwith any investigation, litigation, or as a result proceeding or preparation of (idefense in connection therewith) the execution or delivery of this AgreementCredit Documents, any other Credit Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan herein or the use actual or proposed use of the proceeds therefrom, of the Loans (iii) any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to including any of the foregoingforegoing arising from the negligence of the Indemnified Party), whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower, and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available except to the extent that such lossesclaim, claimsdamage, damagesloss, liabilities liability, cost, or related expenses (x) are determined expense is found in a final, non-appealable judgment by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the such Indemnified Party's gross negligence or willful misconduct misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 11.5 applies, such Indemnitee indemnity shall be effective whether or (y) result from a claim not such investigation, litigation or proceeding is brought by any of the Borrower against Credit Parties, their respective directors, shareholders or creditors or an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder Indemnified Party or under any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Credit Document, if the Borrower has obtained a final and nonappealable judgment in its favor on such Parties agree not to assert any claim as determined by a court of competent jurisdiction. (c) The Borrower shall pay, and hold against the Administrative Agent and each of the Lenders harmless from and againstAgent, any and all present and future stamp, documentary, and other similar taxes with respect to this Agreement and any other Credit DocumentsLender, any collateral described thereinof their Affiliates, or any payments due thereunderof their respective directors, officers, employees, attorneys, agents, and save the Administrative Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes. (d) To the extent that the Borrower fails to pay any amount required to be paid to the Administrative Agent under clauses (a), (b) or (c) hereof, each Lender severally agrees to pay to the Administrative Agent such Lender’s Pro Rata Share (determined as of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent in its capacity as such. (e) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemniteeadvisers, on any theory of liability, for special, indirect, consequential consequential, or punitive damages (as opposed to actual or direct damages) arising out ofof or otherwise relating to the Credit Documents, in connection with or as a result of, this Agreement or any agreement or instrument contemplated hereby, of the transactions contemplated therein, any Loan herein or the actual or proposed use of the proceeds thereofof the Loans. (fc) All amounts due under Without prejudice to the survival of any other agreement of the Credit Parties hereunder, the agreements and obligations of the Credit Parties contained in this Section 9.3 11.5 shall be payable promptly after written demand thereforsurvive the repayment of the Loans, LOC Obligations and other obligations under the Credit Documents and the termination of the Commitments hereunder.

Expenses; Indemnification. (a) The Borrower Loan Parties shall pay (i) all reasonable, out-of-pocket costs and expenses of the Administrative Agent Agent, the Joint Lead Arrangers and its their respective Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and its Affiliates, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Credit Loan Documents and any amendments, modifications or waivers thereof (whether or not the transactions contemplated in this Agreement or any other Credit Loan Document shall be consummated), including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and its Affiliates, (ii) all reasonable out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket costs and expenses (including, without limitation, the reasonable fees, charges and disbursements of outside counsel and the allocated cost of inside counsel) incurred by the Administrative Agent Agent, the Issuing Bank or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights under this Section 9.3Section, or in connection with the Loans made or any Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit. (b) The Borrower Loan Parties shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the Issuing Bank, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, penalties, damages, liabilities and related expenses (including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower any Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Credit Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefromtherefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by the Borrower Loan Parties or any of its their Subsidiaries, or any Environmental Liability related in any way to the Borrower Loan Parties or any of its their Subsidiaries, or (iv) any actual or prospective 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 the Borrowerany Loan Party, and regardless of whether any Indemnitee is a party thereto, ; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, penalties, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable non-appealable judgment to have resulted from (w) the gross negligence negligence, bad faith, or willful misconduct of such Indemnitee or Indemnitee, (yx) result from a claim brought by the Borrower against an Indemnitee for material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Credit Loan Document, if (y) unless an Event of Default shall be in existence, settlement without the written consent of the Borrower has obtained a final and nonappealable judgment (not to be unreasonably withheld, conditioned or delayed), or (z) any claim, litigation, investigation or proceeding brought by such Indemnitee against another Indemnitee (other than any claim, litigation, investigation or proceeding brought by or against the Administrative Agent acting in its favor on capacity as such). No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through Syndtrak, Intralinks or any other Internet or intranet website, except as a result of such claim Indemnitee’s gross negligence or willful misconduct as determined by a court of competent jurisdictionjurisdiction in a final and non-appealable judgment. (c) The Borrower Loan Parties shall pay, and hold the Administrative Agent Agent, the Issuing Bank and each of the Lenders harmless from and against, any and all present and future applicable stamp, documentary, and other similar taxes with respect to this Agreement and any other Credit Loan Documents, any collateral described therein, or any payments due thereunder, and save the Administrative Agent Agent, the Issuing Bank and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes. (d) To the extent that the Borrower fails Loan Parties fail to pay any amount required to be paid to the Administrative Agent Agent, the Issuing Bank or the Swingline Lender under clauses subsection (a), (b) or (c) hereofof this Section, each Lender severally agrees to pay to the Administrative Agent Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s Pro Rata Share pro rata share (in accordance with its respective Revolving Commitment (or Revolving Credit Exposure, as applicable) determined as of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, provided that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent Agent, the Issuing Bank or the Swingline Lender in its capacity as such. (e) To the extent permitted by applicable law, the Borrower no Loan Party shall not assert, and each hereby waiveswaives and agrees not to assert, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result ofof this Agreement, this Agreement any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated therein, any Loan or any Letter of Credit or the use of proceeds thereof. No Indemnitee referred to in subsection (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. (f) All amounts due under this Section 9.3 shall be payable promptly after written demand therefor, together with reasonable supporting documentation.

Expenses; Indemnification. (a) The Borrower shall Genesis OLP agrees to pay (i) all reasonable, out-of-pocket costs expenses incurred by the Agent, the Collateral Agent, Salomon Inc and expenses of the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and its Affiliates, Basis in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Credit Documents and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated in this Agreement or any other Credit Document shall be consummated), and (ii) all reasonable out-of-pocket costs and expenses (including, without limitation, the reasonable fees, charges and disbursements of outside counsel and the allocated cost of inside counsel) incurred by the Administrative Agent Agent, the Collateral Agent, Salomon Inc or any Lender Basis in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights under this Section 9.3, Agreement and the other Loan Documents or in connection with the Loans made or Guaranties or Letters of Credit issued hereunder, including all the fees, charges and disbursements of counsel, and, in connection with any such out-of-pocket expenses incurred during any workoutenforcement or protection, restructuring or negotiations in respect the fees, charges and disbursements of such Loanscounsel for the Agent, the Collateral Agent, Salomon Inc and Basis. (b) The Borrower Genesis OLP shall indemnify the Administrative Agent (Agent, the Collateral Agent, Salomon Inc and any sub-agent thereof)Basis, each Lender and each Related Party Affiliate of any of the foregoing Persons and each of their respective directors, officers, employees and agents (each such Person being called an “"Indemnitee”") against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (expenses, including the reasonable counsel fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemniteedisbursements, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower arising out of, in connection any way connected with, or as a result of (i) the execution or delivery of this Agreement, Agreement or any other Credit Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto thereto of their respective obligations hereunder or thereunder or the consummation of the Transactions and the other transactions contemplated hereby or thereby, (ii) any Loan Loans, Guaranty or Letter of Credit or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or Release release of Hazardous Materials on or from any property owned or operated by the Borrower Genesis OLP or any of its the Subsidiaries, or any Environmental Liability related in any way to Genesis OLP or the Borrower Subsidiaries, in each case arising out or resulting from any such Person being a party to this Agreement or any of its Subsidiariesother Loan Document, or (iv) any actual or prospective 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 the Borrower, and regardless of whether not any Indemnitee 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 related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful wilful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Credit Document, if the Borrower has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. (c) The Borrower provisions of this Section 8.14 shall pay, remain operative and hold the Administrative Agent in full force and each effect regardless of the Lenders harmless from and against, any and all present and future stamp, documentary, and other similar taxes with respect to this Agreement and any other Credit Documents, any collateral described therein, or any payments due thereunder, and save the Administrative Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes. (d) To the extent that the Borrower fails to pay any amount required to be paid to the Administrative Agent under clauses (a), (b) or (c) hereof, each Lender severally agrees to pay to the Administrative Agent such Lender’s Pro Rata Share (determined as expiration of the time that the unreimbursed expense or indemnity payment is sought) term of such unpaid amount; provided, that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent in its capacity as such. (e) To the extent permitted by applicable lawthis Agreement, the Borrower shall not assertconsummation of the transactions contemplated hereby, and hereby waivesthe repayment of any of the Loans, the expiration of the Working Capital Facility Commitment or the Guaranty Facility Commitment, the expiration of any claim against Guaranty or Letter of Credit, the invalidity or unenforceability of any Indemnitee, on any theory term or provision of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of, this Agreement or any agreement other Loan Document, or instrument contemplated herebyany investigation made by or on behalf of the Agent, the transactions contemplated thereinCollateral Agent, any Loan Salomon Inc or the use of proceeds thereof. (f) Basis. All amounts due under this Section 9.3 8.14 shall be payable promptly after on written demand therefor.

Expenses; Indemnification. (a) The Borrower shall pay (i) will, on demand, indemnify and hold harmless each of the Administrative Agent and the Lenders for and against all reasonable, reasonable and documented out-of-pocket costs and expenses expenses, including legal fees, incurred by it by reason of the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements enforcement of counsel for the Administrative Agent and its Affiliates, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Credit Documents and any amendments, modifications or waivers thereof (whether or not the transactions contemplated in this Agreement or any other Credit Document shall be consummated), and (ii) all reasonable out-of-pocket costs and expenses (including, without limitation, the reasonable fees, charges and disbursements of outside counsel and the allocated cost of inside counsel) incurred by the Administrative Agent or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights under this Section 9.3Agreement, or in connection with the Loans made hereunderincluding, including all such out-of-pocket expenses incurred during any workoutbut not limited to, restructuring or negotiations in respect costs of such Loans. (b) collection. The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and each Related Party Lender, and each Affiliate of any of the foregoing Persons and each of their respective officers, directors and employees (each such Person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (expenses, including the reasonable and documented fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless in each case, payable by any Indemnitee from all fees and time charges and disbursements for attorneys who may be employees to any governmental authority or other third party (other than any Affiliate of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower ) arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Credit Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or therebyhereby, (ii) any Loan or the use or proposed use of the proceeds therefrom, therefrom or (iii) any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective 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 the Borrower, theory and regardless of whether any Indemnitee 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 related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Credit Document, if the Borrower has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. (c) The Borrower shall pay, and hold the Administrative Agent and each of the Lenders harmless from and against, any and all present and future stamp, documentary, and other similar taxes with respect to this Agreement and any other Credit Documents, any collateral described therein, or any payments due thereunder, and save the Administrative Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes. (d) . To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent under clauses (a), (b) or (c) hereofeither of the two preceding paragraphs of this Section, each Lender severally agrees to pay to the Administrative Agent such Lender’s Pro Rata Share (determined as of the time that date of the unreimbursed expense or indemnity payment is soughtrequest for such indemnification) of such unpaid amount; provided, provided that the unreimbursed expense or indemnified paymentloss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent Lender in its capacity as such. (e) To the extent permitted by applicable law, the . The Borrower shall not assert, and hereby waives, any claim against any Indemniteewill, on any theory demand, reimburse the Administrative Agent and the Initial Lender for and against all legal fees, charges and disbursements of liability, for special, indirect, consequential or punitive damages counsel to the Administrative Agent and the Initial Lender (as opposed to actual or direct damagesother than the allocated costs of internal counsel) arising out of, in connection with or as a result of, incurred by reason of the execution and delivery of this Agreement or any agreement or instrument and the other Loan Documents and the other documents contemplated hereby, in an aggregate amount not to exceed USD175,000. This Section 8.1 shall not apply to any Tax that is the transactions contemplated thereinsubject of Section 3.9, any Loan except to the extent that the Borrower fails to deduct or withhold Taxes in respect of which it would have been required to pay an Additional Amount, and such Taxes are assessed directly against a Lender or the use Administrative Agent (excluding any penalties or interest in respect of proceeds thereofsuch Taxes that result from the gross negligence or willful misconduct of the Administrative Agent or such Lender). (f) All amounts due under this Section 9.3 shall be payable promptly after written demand therefor.

Expenses; Indemnification. (a) The Borrower shall Credit Parties jointly and severally agree to pay on demand all costs and expenses of the Administrative Agent in connection with the syndication, preparation, execution, delivery, administration, modification, and amendment of this 115 Credit Agreement, the other Credit Documents, and the other documents to be delivered hereunder, including, without limitation, the reasonable fees and expenses of counsel for the Administrative Agent (iincluding the cost of internal counsel) with respect thereto and with respect to advising the Administrative Agent as to its rights and responsibilities under the Credit Documents. The Credit Parties further jointly and severally agree to pay on demand all reasonable, out-of-pocket costs and expenses of the Administrative Agent and its Affiliatesthe Lenders, including if any (including, without limitation, reasonable attorneys' fees and expenses and the reasonable fees, charges and disbursements cost of counsel for the Administrative Agent and its Affiliatesinternal counsel), in connection with any work-out or restructuring relating to the syndication Credit Facilities or any enforcement (whether through negotiations, legal proceedings, or otherwise) of the credit facilities provided for herein, the preparation and administration any of the Credit Documents Documents. (b) The Credit Parties jointly and severally agree to indemnify and hold harmless each Administrative Agent-Related Person and each Lender and each of their Affiliates and their respective officers, directors, employees, agents, advisors and trustees (each, an "Indemnified Party") from and against any amendmentsand all claims, modifications or waivers thereof (whether or not the transactions contemplated in this Agreement or any other Credit Document shall be consummated)damages, and (ii) all reasonable out-of-pocket costs losses, liabilities, costs, and expenses (including, without limitation, the reasonable attorneys' fees, charges and disbursements of outside counsel and the allocated cost of inside counsel) that may be incurred by the Administrative Agent or asserted or awarded against any Lender Indemnified Party, in connection with the enforcement or protection each case arising out of its rights in connection with this Agreement, including its rights under this Section 9.3, or in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans. (b) The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower arising out ofreason of (including, without limitation, in connection withwith any investigation, litigation, or as a result proceeding or preparation of (idefense in connection therewith) the execution or delivery of this AgreementCredit Documents, any other Credit Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby herein or thereby, (ii) any Loan therein or the use actual or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoingLoans, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower, and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available except to the extent that such lossesclaim, claimsdamage, damagesloss, liabilities liability, cost, or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have expense resulted from the such Indemnified Party's gross negligence or willful misconduct misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 11.5 applies, such Indemnitee indemnity shall be effective whether or (y) result from a claim not such investigation, litigation or proceeding is brought by any of the Borrower against Credit Parties, their respective directors, shareholders or creditors or an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder Indemnified Party or under any other Credit Document, if the Borrower has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. (c) The Borrower shall pay, and hold the Administrative Agent and each of the Lenders harmless from and against, any and all present and future stamp, documentary, and other similar taxes with respect to this Agreement and any other Credit Documents, any collateral described therein, Person or any payments due thereunder, Indemnified Party is otherwise a party thereto and save whether or not the Administrative Agent and each Lender harmless from and against any and all liabilities with respect transactions contemplated hereby are consummated. The Credit Parties agree not to or resulting from any delay or omission to pay such taxes. (d) To the extent that the Borrower fails to pay any amount required to be paid to the Administrative Agent under clauses (a), (b) or (c) hereof, each Lender severally agrees to pay to the Administrative Agent such Lender’s Pro Rata Share (determined as of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent in its capacity as such. (e) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, assert any claim against any IndemniteeAdministrative Agent-Related Party, any Lender, any of their Affiliates, or any of their respective directors, officers, employees, attorneys, agents, advisors and trustees, on any theory of liability, for special, indirect, consequential consequential, or punitive damages (as opposed to actual or direct damages) arising out ofof or otherwise relating to the Credit Documents, in connection with or as a result of, this Agreement or any agreement or instrument contemplated hereby, of the transactions contemplated therein, any Loan herein or therein or the actual or proposed use of the proceeds thereofof the Loans. (fc) All amounts due under Without prejudice to the survival of any other agreement of the Credit Parties hereunder, the agreements and obligations of the Credit Parties contained in this Section 9.3 11.5 shall be payable promptly after written demand thereforsurvive the repayment of the Credit Party Obligations and the termination of the Commitments hereunder.

Expenses; Indemnification. (ai) The Borrower shall pay (i) all reasonable, out-of-pocket reimburse the Agents and the Arrangers for any reasonable costs and expenses (including fees and charges of the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of outside counsel for the Administrative Agent and its Affiliates, Agents) paid or incurred by the Agents or the Arrangers in connection with the syndication of preparation, negotiation, execution, delivery, syndication, distribution (including via the credit facilities provided for hereininternet), the preparation review, amendment, modification, and administration of the Credit Documents and any amendments, modifications or waivers thereof (whether or not the transactions contemplated in this Agreement or any other Credit Document shall be consummated), and (ii) all reasonable out-of-pocket costs and expenses (including, without limitation, the reasonable fees, charges and disbursements of outside counsel and the allocated cost of inside counsel) incurred by the Administrative Agent or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights under this Section 9.3, or in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans. (b) Loan Documents. The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof)also agrees to reimburse each Agent, each Arranger, each Lender and each Related Party Issuer for any reasonable costs, internal charges and expenses (including fees and charges of attorneys for such Agent, such Arranger, such Lender and such Issuer, which attorneys may be employees of such Agent, such Arranger, such Lender or such Issuer) paid or incurred by either Agent, either Arranger, any Lender or any Issuer in connection with the collection and enforcement, attempted enforcement, and preservation of rights and remedies under, any of the Loan Documents (including all such costs and expenses incurred during any "workout" or restructuring in respect of the Obligations and during any legal proceeding). (ii) The Borrower hereby further agrees to indemnify each Agent, each Arranger, each Lender, each Issuer, their respective affiliates and the directors, officers and employees of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and against all losses, claims, damages, penalties, judgments, liabilities and related expenses (including the reasonable feesall expenses of litigation or preparation therefor whether or not either Agent, charges and disbursements either Arranger, any Lender or any Issuer or any affiliate is a party thereto) which any of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who them may be employees of any Indemnitee, incurred by any Indemnitee pay or asserted against any Indemnitee by any third party or by the Borrower incur arising out of, in connection with, of or as a result of (i) the execution or delivery of relating to this Agreement, any the other Credit Document or any agreement or instrument contemplated hereby or therebyLoan Documents, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan the direct or the use indirect application or proposed use application of the proceeds therefrom, (iii) of any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective 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 the Borrower, and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available Credit Extension hereunder except to the extent that such losses, claims, damages, liabilities or related expenses (x) they are determined in a final non-appealable judgment by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of the party seeking indemnification. In the case of any investigation, litigation or proceeding to which the indemnity in this Section applies, such Indemnitee indemnity shall be effective whether or (y) result from not such investigation, litigation or proceeding is brought by a claim brought third party, by the Borrower against an Indemnitee for breach in bad faith or by any affiliate of such Indemnitee’s the Borrower. The obligations hereunder or under any other Credit Document, if of the Borrower has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. (c) The Borrower shall pay, and hold the Administrative Agent and each of the Lenders harmless from and against, any and all present and future stamp, documentary, and other similar taxes with respect to this Agreement and any other Credit Documents, any collateral described therein, or any payments due thereunder, and save the Administrative Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes. (d) To the extent that the Borrower fails to pay any amount required to be paid to the Administrative Agent under clauses (a), (b) or (c) hereof, each Lender severally agrees to pay to the Administrative Agent such Lender’s Pro Rata Share (determined as of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent in its capacity as such. (e) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of, this Agreement or any agreement or instrument contemplated hereby, the transactions contemplated therein, any Loan or the use of proceeds thereof. (f) All amounts due under this Section 9.3 9.6 shall be payable promptly after written demand thereforsurvive the payment of the Obligations and termination of this Agreement.

Expenses; Indemnification. The Company shall reimburse the Agent and each Arranger for (a) The Borrower shall pay (i) all reasonableany reasonable costs, out-of-pocket costs and expenses of the Administrative Agent and its Affiliates, including the reasonable fees, internal charges and disbursements of counsel for the Administrative Agent and its Affiliates, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Credit Documents and any amendments, modifications or waivers thereof (whether or not the transactions contemplated in this Agreement or any other Credit Document shall be consummated), and (ii) all reasonable out-of-pocket costs and expenses (including, without limitation, the reasonable fees, charges and disbursements of outside counsel and the allocated cost of inside counsel) incurred by the Administrative Agent or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights under this Section 9.3, or in connection with the Loans made hereunder, including all such out-of-pocket expenses (including reasonable attorneys’ fees and time charges of attorneys for the Agent) paid or incurred during any workoutby the Agent or such Arranger in connection with the preparation, restructuring or negotiations in respect review, execution, delivery, syndication, distribution (including via the internet), amendment and modification of such Loans. the Credit Documents and (b) any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ fees and time charges of attorneys for the Agent) paid or incurred by the Agent or such Arranger on its own behalf or on behalf of any LC Issuer or any Bank and, on or after the date upon which an Event of Default specified in Section 9.1(a) or 9.1(e) has occurred and is continuing, each Bank, in connection with the collection and enforcement of the Credit Documents. The Borrower shall Company further agrees to indemnify the Administrative Agent (and any sub-agent thereof)Agent, each Lender Arranger, each LC Issuer, each Bank and each Related Party of any their respective Affiliates, and the directors, officers, employees and agents of the foregoing Persons (each such Person being called an all of the foregoing, the “Indemnitee”) againstIndemnified Persons), and hold each Indemnitee harmless from, any and against all losses, claims, damages, penalties, judgments, liabilities and related reasonable expenses (including the all reasonable fees, charges and disbursements expenses of litigation or preparation therefor whether or not an Indemnified Person is a party thereto) which any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who of them may be employees of any Indemnitee, incurred by any Indemnitee pay or asserted against any Indemnitee by any third party or by the Borrower incur arising out of, in connection with, of or as a result of (i) the execution or delivery of relating to this Agreement, any the other Credit Document or any agreement or instrument contemplated hereby or therebyDocuments, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby hereby, the direct or thereby, (ii) any Loan or the use indirect application or proposed use application of the proceeds therefromof any Credit Extension hereunder, (iii) any actual or alleged presence or Release release of any Hazardous Materials Substance on or from any property owned or operated by the Borrower Company or any of its Subsidiaries, Subsidiary or any Environmental Liability related in any way to the Borrower Company or any of its Subsidiaries, or (iv) Subsidiary; provided that the Company shall not be liable to any actual or prospective claim, litigation, investigation or proceeding relating to Indemnified Person for any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower, and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available foregoing to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted they arise from the gross negligence or willful misconduct of such Indemnitee Indemnified Person. Without limiting the foregoing, the Company shall pay any civil penalty or (y) result from a claim brought fine assessed by the Borrower Office of Foreign Assets Control against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Credit Document, if the Borrower has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. (c) The Borrower shall payIndemnified Person, and hold the Administrative Agent all reasonable costs and each expenses (including reasonable fees and expenses of the Lenders harmless from and against, any and all present and future stamp, documentary, and other similar taxes with respect counsel to this Agreement and any other Credit Documents, any collateral described therein, or any payments due thereunder, and save the Administrative Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes. (dIndemnified Person) To the extent that the Borrower fails to pay any amount required to be paid to the Administrative Agent under clauses (a), (b) or (c) hereof, each Lender severally agrees to pay to the Administrative Agent such Lender’s Pro Rata Share (determined as of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent in its capacity as such. (e) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or defense thereof, as a result of, this Agreement of any breach or any agreement or instrument contemplated hereby, inaccuracy of the transactions contemplated therein, any Loan or representation made in Section 5.14. The obligations of the use of proceeds thereof. (f) All amounts due Company under this Section 9.3 shall be payable promptly after written demand thereforsurvive the termination of this Agreement.

Expenses; Indemnification. (a) The Borrower Borrowers shall jointly and severally pay (i) all reasonable, reasonable and documented out-of-pocket costs and expenses of incurred by the Administrative Agent Agent, the Arrangers, the other Agents and its their respective Affiliates, including the reasonable fees, charges and disbursements of a single counsel for the Administrative Agent and its Affiliatesin each jurisdiction, in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, as well as the preparation preparation, negotiation, execution, delivery and administration of this Agreement, the Credit other Loan Documents and or any amendmentswaiver, amendments or modifications of the provisions hereof or waivers thereof (whether or not the transactions contemplated in this Agreement hereby or any other Credit Document thereby shall be consummated), and (ii) all reasonable and documented out-of-pocket costs expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses (includingincurred by the Administrative Agent, without limitationany Issuing Bank or any Bank, including the reasonable and documented fees, charges and disbursements of outside counsel and for any of the allocated cost of inside counsel) incurred by the Administrative Agent or any Lender foregoing, in connection with the enforcement or protection of its rights in connection with this Agreementthe Loan Documents, including its rights under this Section 9.3Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit. (b) The Borrower Borrowers shall jointly and severally indemnify the Administrative Agent (and any sub-agent thereof)Agent, each Lender the Arrangers, the other Agents, the Banks, the Issuing Banks and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) ), against, and hold each Indemnitee harmless from, any and all losses, claims, damages, penalties, liabilities and related expenses (including the reasonable and documented fees, charges and disbursements of any one firm of counsel for any all such Indemnitees, taken as a whole, and, if reasonably necessary, of a single firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for all such Indemnitees, taken as a whole (and, in the case of an actual or perceived conflict of interest where the Indemnitee affected by such conflict informs the Borrowers of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnitee and, if reasonably necessary, of a single firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for such affected Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower such Indemnitees arising out of, in connection with, with or as a result of any actual or prospective claim, litigation, investigation or proceeding relating to (i) the execution or structuring, arrangement and syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement, the other Loan Documents or any other Credit Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto to this Agreement or the other Loan Documents of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated hereby or thereby, or (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom, therefrom (iii) including any actual or alleged presence or Release refusal by any Issuing Bank to honor a demand for payment under a Letter of Hazardous Materials on or from any property owned or operated by Credit if the Borrower or any documents presented in connection with such demand do not strictly comply with the terms of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any such Letter of its Subsidiaries, or (iv) any actual or prospective 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 the Borrower, and regardless of whether any Indemnitee is a party thereto, Credit); provided that such the foregoing indemnity shall not, as to any Indemnitee, be available apply to the extent that such any losses, claims, damages, liabilities or related expenses (x) to the extent they are determined by found in a final and non-appealable judgment of a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the bad faith, wilful misconduct or gross negligence or willful misconduct of such Indemnitee or Indemnitee, (yB) result from a claim brought by the any Borrower or any Subsidiary against an such Indemnitee for material breach in bad faith of such Indemnitee’s obligations under this Agreement or any other Loan Document or (C) a proceeding that does not involve an act or omission by any Borrower or any of their respective Affiliates and that is brought by an Indemnitee against any other Indemnitee (other than a proceeding that is brought against the Administrative Agent or any other agent or any Arranger in its capacity or in fulfilling its roles as an agent or arranger hereunder or under any similar role with respect to the Debt incurred or to be incurred hereunder). This paragraph shall not apply with respect to Taxes other Credit Documentthan any Taxes that represent losses, if the Borrower has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdictionclaims or damages arising from any non-Tax claim. (c) The Borrower shall pay, and hold the Administrative Agent and each of the Lenders harmless from and against, any and all present and future stamp, documentary, and other similar taxes with respect to this Agreement and any other Credit Documents, any collateral described therein, or any payments due thereunder, and save the Administrative Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes. (d) To the extent that the Borrower fails Borrowers fail to indefeasibly pay any amount required to be paid by them under paragraph (a) or (b) of this Section to the Administrative Agent under clauses Agent, any Issuing Bank, the Swingline Bank or any Related Party of any of the foregoing (aand without limiting their obligation to do so), (b) or (c) hereof, each Lender Bank severally agrees to pay to the Administrative Agent Agent, such LenderIssuing Bank, the Swingline Bank or such Related Party, as applicable, such Bank’s Pro Rata Share pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amountamount (it being understood and agreed that the Borrowers’ failure to pay any such amount shall not relieve any Borrower of any default in the payment thereof); provided, provided that the unreimbursed expense or indemnified paymentloss, claim, damage, liability or related expense, as the case may beapplicable, was incurred by or asserted against the Administrative Agent Agent, such Issuing Bank or the Swingline Bank in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent, any Issuing Bank or the Swingline Bank in connection with such capacity; provided further that, with respect to such unpaid amounts owed to any Issuing Bank or the Swingline Bank in its capacity as such, or to any Related Party of any of the foregoing acting for any Issuing Bank or the Swingline Bank in connection with such capacity, only the Revolving Banks shall be required to pay such unpaid amounts. For purposes of this Section, a Bank’s “pro rata share” shall be determined by its share of the sum of the total Revolving Exposure and unused Revolving Commitments and, except for purposes of the second proviso of the immediately preceding sentence, the outstanding Term Loans and unused Term Commitments, in each case at that time. (ed) To the fullest extent permitted by applicable law, the Borrower (i) no Loan Party shall not assert, or permit any of its Affiliates or Related Parties to assert, and each hereby waives, any claim against any IndemniteeIndemnitee for any damages arising from the use by others of information or other materials obtained through telecommunications, on electronic or other information transmission systems (including the Internet), except to the extent such damages are found in a final and non-appealable judgment of a court of competent jurisdiction to have resulted from the bad faith, wilful misconduct or gross negligence of any theory Indemnitee or Related Party of liability, any Indemnitee or (ii) neither any Indemnitee nor any other party to this Agreement or any other Loan Document shall be liable for special, indirect, consequential or punitive damages (as opposed to direct or actual or direct damages) arising out of, in connection with or as a result of, this Agreement Agreement, any other Loan Document or any agreement or instrument contemplated herebyhereby or thereby, the transactions contemplated thereinTransactions, any Loan or Letter of Credit or the use of the proceeds thereof; provided that nothing in this clause (ii) shall limit the expense reimbursement and indemnification obligations of the Borrowers set forth in paragraphs (a) and (b) of this Section 9.3. (fe) All amounts due under this Section 9.3 shall be payable promptly after written demand therefor.

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable, out-of-pocket costs and expenses of the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and its Affiliates, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Credit Loan Documents and any amendments, modifications or waivers thereof (whether or not the transactions contemplated in this Agreement or any other Credit Loan Document shall be consummated), and (ii) all reasonable out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket costs and expenses (including, without limitation, the reasonable fees, charges and disbursements of outside counsel and the allocated cost of inside counsel) incurred by the Administrative Agent Agent, the Issuing Bank or any Lender (provided that the Borrower shall not be obligated to pay fees and expenses for more than one counsel, other than special local counsel, for the Lenders) in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights under this Section 9.3Section, or in connection with the Loans made or any Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit. (b) The Borrower shall indemnify the Administrative Agent (Agent, the Issuing Bank and any sub-agent thereof)each Lender, each Lender and each Related Party of any of the foregoing Persons (each such Person being called each, an “Indemnitee”) against, and hold each Indemnitee of them harmless from, any and all costs, losses, liabilities, claims, damages, liabilities damages and related expenses (expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who which may be employees of any Indemnitee, reasonably incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower arising out of, in connection with, with or as a result of (i) the execution or delivery of this Agreement, Agreement or any other Credit Document or any agreement or instrument contemplated hereby or therebyhereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of any of the transactions contemplated hereby or therebyhereby, (ii) any Loan or the use Letter of Credit or any actual or proposed use of the proceeds therefromtherefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or Release release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, Subsidiary or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, Subsidiary or (iv) any actual or prospective 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 the Borrower, theory and regardless of whether any Indemnitee is a party thereto; provided, provided that the Borrower shall not be obligated to indemnify any Indemnitee for any of the foregoing arising out of such indemnity shall not, Indemnitee’s gross negligence or willful misconduct as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Credit Document, if the Borrower has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdictionjudgment. (c) The Borrower shall pay, and hold the Administrative Agent and each of the Lenders harmless from and against, any and all present and future stamp, documentary, and other similar taxes with respect to this Agreement and any other Credit Loan Documents, any collateral described therein, or any payments due thereunder, and save the Administrative Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes. (d) To the extent that the Borrower fails to pay any amount required to be paid to the Administrative Agent Agent, the Issuing Bank or the Swingline Lender under clauses (a), (b) or (c) hereof, each Lender severally agrees to pay to the Administrative Agent Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s Pro Rata Share (determined as of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent Agent, the Issuing Bank or the Swingline Lender in its capacity as such. (e) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of, this Agreement or any agreement or instrument contemplated hereby, the transactions contemplated therein, any Loan or any Letter of Credit or the use of proceeds thereof. (f) All amounts due under this Section 9.3 shall be payable promptly after written demand therefor.

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable, out-of-pocket costs and expenses of reimburse the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and its Affiliates, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Credit Documents and any amendments, modifications or waivers thereof (whether or not the transactions contemplated in this Agreement or any other Credit Document shall be consummated), and (ii) all reasonable out-of-pocket costs and expenses (including, without limitation, the reasonable fees, charges and disbursements attorneys’ fees of outside counsel and the allocated cost a single firm of inside counsel) paid or incurred by the Administrative Agent or any Lender in connection with the enforcement amendment or protection modification of its rights in connection with this Agreement, including its rights under this Section 9.3, or in connection with the Loans made hereunder, including all such Loan Documents. The Borrower also agrees to reimburse the Administrative Agent for any reasonable out-of-pocket costs and expenses (including, without limitation, reasonable attorneys’ fees of a single firm of counsel) paid or incurred during by the Administrative Agent in connection with the collection and enforcement of the Loan Documents (including, without limitation, any workout, restructuring or negotiations in respect of such Loans. (b) ). The Borrower shall further agrees to indemnify the Administrative Agent (and any sub-agent thereof)Agent, each Lender and each Related Party of any of their Affiliates, and their respective directors, officers and employees (the foregoing Persons (each such Person being called an “IndemniteeIndemnified Persons”) against, and hold each Indemnitee harmless from, any and against all losses, claims, damages, penalties, judgments, liabilities and related expenses (including including, without limitation, all reasonable fees and reasonable expenses of a single firm of counsel to the reasonable feesIndemnified Parties (or in the case of a conflict of interest where an affected Indemnified Party notifies the Borrower of such conflict, charges and disbursements an additional firm of counsel for such affected Indemnified Party or Indemnified Parties), in each case arising out of or in connection with or by reason of any counsel for any Indemnitee)investigation, and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemniteelitigation or proceeding (each, incurred by any Indemnitee a “Proceeding”) related to or asserted against any Indemnitee by any third party or by the Borrower arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any the other Credit Document or any agreement or instrument contemplated hereby or therebyLoan Documents, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of Projects, the transactions contemplated hereby or thereby, (ii) any Loan the direct or the use indirect application or proposed use application of the proceeds therefromof any Loan hereunder, (iii) any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective 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 the Borrower, and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available except to the extent that such lossesany of the foregoing arise (a) out of the fraud, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Credit Document, if the Borrower has obtained a final and nonappealable judgment in its favor on such claim party seeking indemnification therefor as finally determined by a final, non-appealable judgment of a court of competent jurisdiction. (c) The Borrower shall pay, and hold the Administrative Agent and each of the Lenders harmless from and against, any and all present and future stamp, documentary, and other similar taxes with respect to this Agreement and any other Credit Documents, any collateral described therein, or any payments due thereunder, and save the Administrative Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes. (d) To the extent that the Borrower fails to pay any amount required to be paid to the Administrative Agent under clauses (a), (b) from claims of an Indemnified Person against any Affiliate or related Indemnified Person of such Indemnified Person or (c) hereof, each Lender severally agrees as a result of any obligation owed by such Indemnified Party to pay to the Administrative Agent such Lender’s Pro Rata Share (determined as of the time that the unreimbursed expense or indemnity payment is sought) any third party based upon contractual obligations of such unpaid amount; provided, that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent Indemnified Party owing to such third party which are not expressly referenced in its capacity as such. (e) this Agreement. To the extent permitted by applicable law, (x) the Borrower shall not assert, and hereby waives, any claim against any Indemniteeof the foregoing Indemnified Parties, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual or direct damages) arising out of, in connection with with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, any Loan or Facility Letter of Credit or the transactions use of the proceeds thereof and (y) the Administrative Agent, the Co-Syndication Agents, the Arrangers and the Lenders shall not assert, and hereby waive, any claim against any of the Borrower and any other Loan Party, or 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 or any agreement or instrument contemplated thereinhereby, any Loan or Facility Letter of Credit or the use of the proceeds thereof. , provided that nothing in clause (fa) All amounts due above shall relieve Borrower or any other Loan Party of any obligation it may have to indemnify an Indemnified Person against special, indirect, consequential or punitive damages asserted against such Indemnified Person by a third party. The obligations of the Borrower under this Section 9.3 9.7 shall be payable promptly after written demand thereforsurvive the termination of this Agreement. This Section 9.7 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Expenses; Indemnification. (a) The Borrower Borrowers shall jointly and severally pay (i) all reasonable, reasonable and documented out-of-pocket costs and expenses of incurred by the Administrative Agent Agent, the Arrangers, the Co-Documentation Agents and its their respective Affiliates, including the reasonable fees, charges and disbursements of a single counsel for the Administrative Agent and its Affiliatesin each jurisdiction, in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, as well as the preparation preparation, negotiation, execution, delivery and administration of this Agreement, the Credit other Loan Documents and or any amendmentswaiver, amendments or modifications of the provisions hereof or waivers thereof (whether or not the transactions contemplated in this Agreement hereby or any other Credit Document thereby shall be consummated), and (ii) all reasonable and documented out-of-pocket costs expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses (includingincurred by the Administrative Agent, without limitationany Issuing Bank or any Bank, including the reasonable and documented fees, charges and disbursements of outside counsel and for any of the allocated cost of inside counsel) incurred by the Administrative Agent or any Lender foregoing, in connection with the enforcement or protection of its rights in connection with this Agreementthe Loan Documents, including its rights under this Section 9.3Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit. (b) The Borrower Borrowers shall jointly and severally indemnify the Administrative Agent (and any subAgent, the Arrangers, the Co-agent thereof)Documentation Agents, each Lender the Banks, the Issuing Banks and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) ), against, and hold each Indemnitee harmless from, any and all losses, claims, damages, penalties, liabilities and related expenses (including the reasonable and documented fees, charges and disbursements of any one firm of counsel for any all such Indemnitees, taken as a whole, and, if reasonably necessary, of a single firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for all such Indemnitees, taken as a whole (and, in the case of an actual or perceived conflict of interest where the Indemnitee affected by such conflict informs the Borrowers of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnitee and, if reasonably necessary, of a single firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for such affected Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower such Indemnitees arising out of, in connection with, with or as a result of any actual or prospective claim, litigation, investigation or proceeding relating to (i) the execution or structuring, arrangement and syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement, the other Loan Documents or any other Credit Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto to this Agreement or the other Loan Documents of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated hereby or thereby, or (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom, therefrom (iii) including any actual or alleged presence or Release refusal by any Issuing Bank to honor a demand for payment under a Letter of Hazardous Materials on or from any property owned or operated by Credit if the Borrower or any documents presented in connection with such demand do not strictly comply with the terms of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any such Letter of its Subsidiaries, or (iv) any actual or prospective 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 the Borrower, and regardless of whether any Indemnitee is a party thereto, Credit); provided that such the foregoing indemnity shall not, as to any Indemnitee, be available apply to the extent that such any losses, claims, damages, liabilities or related expenses (x) to the extent they are determined by found in a final and non-appealable judgment of a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the bad faith, wilful misconduct or gross negligence or willful misconduct of such Indemnitee or Indemnitee, (yB) result from a claim brought by the any Borrower or any Subsidiary against an such Indemnitee for material breach in bad faith of such Indemnitee’s obligations under this Agreement or any other Loan Document or (C) a proceeding that does not involve an act or omission by any Borrower or any of their respective Affiliates and that is brought by an Indemnitee against any other Indemnitee (other than a proceeding that is brought against the Administrative Agent or any other agent or any Arranger in its capacity or in fulfilling its roles as an agent or arranger hereunder or under any similar role with respect to the Debt incurred or to be incurred hereunder). This paragraph shall not apply with respect to Taxes other Credit Documentthan any Taxes that represent losses, if the Borrower has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdictionclaims or damages arising from any non-Tax claim. (c) The Borrower shall pay, and hold the Administrative Agent and each of the Lenders harmless from and against, any and all present and future stamp, documentary, and other similar taxes with respect to this Agreement and any other Credit Documents, any collateral described therein, or any payments due thereunder, and save the Administrative Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes. (d) To the extent that the Borrower fails Borrowers fail to indefeasibly pay any amount required to be paid by them under paragraph (a) or (b) of this Section to the Administrative Agent under clauses Agent, any Issuing Bank, the Swingline Bank or any Related Party of any of the foregoing (aand without limiting their obligation to do so), (b) or (c) hereof, each Lender Bank severally agrees to pay to the Administrative Agent Agent, such LenderIssuing Bank, the Swingline Bank or such Related Party, as applicable, such Bank’s Pro Rata Share pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amountamount (it being understood and agreed that the Borrowers’ failure to pay any such amount shall not relieve any Borrower of any default in the payment thereof); provided, provided that the unreimbursed expense or indemnified paymentloss, claim, damage, liability or related expense, as the case may beapplicable, was incurred by or asserted against the Administrative Agent Agent, such Issuing Bank or the Swingline Bank in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent, any Issuing Bank or the Swingline Bank in connection with such capacity; provided further that, with respect to such unpaid amounts owed to any Issuing Bank or the Swingline Bank in its capacity as such, or to any Related Party of any of the foregoing acting for any Issuing Bank or the Swingline Bank in connection with such capacity, only the Revolving Banks of the applicable Class shall be required to pay such unpaid amounts. For purposes of this Section, a Bank’s “pro rata share” shall be determined by its share of the sum of the total Revolving Exposure and unused Revolving Commitments (in the case of amounts owed to the Swingline Bank or Issuing Bank, with respect to the applicable Class and otherwise, with respect to all Classes) and, except for purposes of the second proviso of the immediately preceding sentence, the outstanding Term Loans and unused Term Commitments, in each case at that time. (ed) To the fullest extent permitted by applicable law, the Borrower (i) no Loan Party shall not assert, or permit any of its Affiliates or Related Parties to assert, and each hereby waives, any claim against any IndemniteeIndemnitee for any damages arising from the use by others of information or other materials obtained through telecommunications, on electronic or other information transmission systems (including the Internet), except to the extent such damages are found in a final and non-appealable judgment of a court of competent jurisdiction to have resulted from the bad faith, wilful misconduct or gross negligence of any theory Indemnitee or Related Party of liability, any Indemnitee or (ii) neither any Indemnitee nor any other party to this Agreement or any other Loan Document shall be liable for special, indirect, consequential or punitive damages (as opposed to direct or actual or direct damages) arising out of, in connection with or as a result of, this Agreement Agreement, any other Loan Document or any agreement or instrument contemplated herebyhereby or thereby, the transactions contemplated thereinTransactions, any Loan or Letter of Credit or the use of the proceeds thereof; provided that nothing in this clause (ii) shall limit the expense reimbursement and indemnification obligations of the Borrowers set forth in paragraphs (a) and (b) of this Section 9.3. (fe) All amounts due under this Section 9.3 shall be payable promptly after written demand therefor.

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable, out-of-pocket costs and expenses of the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and its Affiliates, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Credit Loan Documents and any amendments, modifications or waivers thereof (whether or not the transactions contemplated in this Agreement or any other Credit Loan Document shall be consummated), including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and its Affiliates, (ii) all reasonable out-of- pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket costs and expenses (including, without limitation, the reasonable fees, charges and disbursements of outside counsel and the allocated cost of inside counsel) incurred by the Administrative Agent Agent, the Issuing Bank or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights under this Section 9.3Section, or in connection with the Loans made or any Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit. (b) The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the Issuing Bank, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all reasonable fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Credit Loan Document, any other Related Transaction Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefromtherefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective 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 the BorrowerBorrower or any other Loan Party, and regardless of whether any Indemnitee 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 related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable non-appealable judgment to have resulted from (x) the bad faith, gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Credit Loan Document, if the Borrower has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. (c) The Borrower shall pay, and hold the Administrative Agent Agent, the Issuing Bank and each of the Lenders harmless from and against, any and all present and future stamp, documentary, and other similar taxes with respect to this Agreement and any other Credit Loan Documents, any collateral described therein, therein or any payments due thereunder, and save the Administrative Agent Agent, the Issuing Bank and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes. (d) To the extent that the Borrower fails to pay any amount required to be paid to the Administrative Agent Agent, the Issuing Bank or the Swingline Lender under clauses subsection (a), (b) ), or (c) hereof, each Lender severally agrees to pay to the Administrative Agent Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s Pro Rata Share pro rata share (in accordance with its respective Revolving Commitment (or Revolving Credit Exposure, as applicable) and Term Loan determined as of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, provided that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent Agent, the Issuing Bank or the Swingline Lender in its capacity as such. (e) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result ofof this Agreement, this Agreement any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated therein, any Loan or any Letter of Credit or the use of proceeds thereof; provided, that nothing in this clause (e) shall relieve the Borrower of any obligation it may have to indemnify any Indemnitee against special, indirect, consequential or punitive damages asserted against such Indemnitee by a third party. (f) All amounts due under this Section 9.3 shall be payable promptly after written demand therefor.

Expenses; Indemnification. (a) The Borrower Credit Parties shall pay (i) all reasonable, reasonable out-of-pocket costs and expenses of incurred by the Administrative Agent Agent, the Arrangers and its Affiliates, their Affiliates (including the reasonable fees, charges and disbursements of one outside counsel for to the Administrative Agent Agent, the Arrangers and its their Affiliates, taken as a whole (except to the extent that the Administrative Agent, the Arrangers or their Affiliates determines that separate counsel is necessary to avoid a conflict of interest) (and, if necessary, one local counsel in each appropriate jurisdiction (except to the extent that the Administrative Agent, the Arrangers or their Affiliates determines that separate counsel is necessary to avoid a conflict of interest)), in connection with the syndication of the credit facilities provided for herein, the preparation preparation, negotiation, execution, delivery and administration of this Credit Agreement and the other Credit Documents and or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated in this Agreement hereby or any other Credit Document thereby shall be consummated), and (ii) all reasonable out-of-pocket costs expenses incurred by the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by the Administrative Agent, any Lender or the Issuing Lender (including, without limitation, including the reasonable fees, charges and disbursements of any outside counsel and the allocated cost of inside counsel) incurred by for the Administrative Agent or Agent, any Lender or the Issuing Lender), in connection with the enforcement or protection of its rights (A) in connection with this AgreementCredit Agreement and the other Credit Documents, including its rights under this Section 9.3Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit. (b) The Borrower Credit Parties shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the Issuing Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable fees, charges and disbursements of any one outside counsel for any IndemniteeIndemnitee (except to the extent that such Indemnitee determines that separate counsel is necessary to avoid a conflict of interest) (and, if necessary, one local counsel in each appropriate jurisdiction (except to the extent that such Indemnitee determines that separate counsel is necessary to avoid a conflict of interest), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower or any other Credit Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Credit Agreement, any other Credit Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Credit Agreement and the other Credit Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefromtherefrom (including any refusal by the Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or Release release of Hazardous Materials of Environmental Concern on or from any property owned or operated by the Borrower Parent or any of its Subsidiaries, or any liability under Environmental Liability Laws related in any way to the Borrower Parent or any of its Subsidiaries, or (iv) any actual or prospective 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 the BorrowerBorrower or any other Credit Party, and regardless of whether any Indemnitee 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 related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence or willful misconduct of such Indemnitee or Indemnitee, (y) result from a claim brought by the Borrower or any other Credit Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Credit Document, if the Borrower or such Credit Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. jurisdiction or (cz) The Borrower shall pay, and hold the result from any dispute not involving an act or omission of any Credit Party or any Related Party related thereto which dispute is solely among Indemnitees (other than claims against Truist Bank fulfilling its role as Administrative Agent and each of the Lenders harmless from and against, any and all present and future stamp, documentary, and other similar taxes hereunder). This Section 11.5(b) shall not apply with respect to this Agreement and Taxes other than any other Credit DocumentsTaxes that represent losses, any collateral described thereinclaims, or any payments due thereunderdamages, and save the Administrative Agent and each Lender harmless from and against any and all liabilities with respect to or resulting etc. arising from any delay or omission to pay such taxesnon-Tax claim. (d) To the extent that the Borrower fails to pay any amount required to be paid to the Administrative Agent under clauses (a), (b) or (c) hereof, each Lender severally agrees to pay to the Administrative Agent such Lender’s Pro Rata Share (determined as of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent in its capacity as such. (e) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of, this Agreement or any agreement or instrument contemplated hereby, the transactions contemplated therein, any Loan or the use of proceeds thereof. (f) All amounts due under this Section 9.3 shall be payable promptly after written demand therefor.

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonablereasonable and documented (in the case of legal expenses, in summary form), out-of-pocket costs and expenses of the Administrative Agent and its Affiliates, including the reasonable fees, charges and documented (in summary form) fees and disbursements of counsel for the Administrative Agent and its Affiliates, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Credit Loan Documents and any amendments, modifications or waivers thereof (whether or not the transactions contemplated in this Agreement or any other Credit Loan Document shall be consummated), and (ii) all reasonable and documented out-of-pocket costs and expenses (including, without limitation, the reasonable fees, charges and documented (in summary form) fees and disbursements of outside counsel and the allocated cost of inside counsel) incurred by the Administrative Agent or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights and remedies under this Section 9.3Section, or in connection with the Term Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of the Term Loans; provided, that notwithstanding the foregoing, legal expenses under clauses (i) and (ii) shall be limited to one firm of outside counsel for the Indemnitees, taken as a whole and, if necessary, of a single firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for all such LoansIndemnitees, taken as a whole (and, in the case of clause (ii), solely in the case of an actual or perceived conflict of interest where the Indemnitee affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, of one other firm of counsel for each group of similarly situated affected Indemnitees). (b) The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof)) and each Lender, each Lender and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, and promptly reimburse such Indemnitee for, any and all losses, claims, damages, liabilities and related or other expenses (including the reasonable fees, charges and documented (in summary form) fees and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Credit Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Term Loan or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by the Borrower Holdings or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower Holdings or any of its Subsidiaries, or (iv) any actual or prospective 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 the BorrowerBorrower or any other Loan Party, and regardless of whether any Indemnitee 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 related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable non-appealable judgment to have resulted from the fraud, gross negligence negligence, or willful misconduct of such Indemnitee or Indemnitee, (y) result other than in the case of the Administrative Agent and its Related Parties, arise from a claim brought by the Borrower against an Indemnitee for material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Credit DocumentLoan Document or (z) result from disputes (not involving any act or omission by Holdings or its Subsidiaries or their Affiliates) solely among the Indemnitees for actions by one or more of the Indemnitees, other than claims against the Administrative Agent in such capacity fulfilling its agency role under the Loan Documents; provided, that notwithstanding the foregoing, legal expenses under this clause (b) shall be limited to one firm of outside counsel for the Indemnitees, taken as a whole and, if necessary, of a single firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for all such Indemnitees, taken as a whole (and, in the case of clause (ii), solely in the case of an actual or perceived conflict of interest where the Indemnitee affected by such conflict notifies the Borrower has obtained a final of the existence of such conflict and nonappealable judgment in thereafter retains its favor on such claim as determined by a court own counsel, of competent jurisdictionone other firm of counsel for each group of similarly situated affected Indemnitees). This clause (b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, liabilities and related expenses arising from any non-Tax claim. (c) The Borrower shall pay, and hold the Administrative Agent and each of the Lenders harmless from and against, any and all present and future stamp, documentary, and other similar taxes with respect to this Agreement and any other Credit Documents, any collateral described therein, or any payments due thereunder, and save the Administrative Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes. (d) To the extent that the Borrower fails to pay any amount required to be paid to the Administrative Agent under clauses subsection (a), (b) or (cb) hereof, each Lender severally agrees to pay to the Administrative Agent such Lender’s Pro Rata Share (determined as of the time that the unreimbursed expense or indemnity payment is sought) pro rata share of such unpaid amount; provided, provided that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent in its capacity as such. (ed) To the extent permitted by applicable law, the Borrower no party hereto shall not assert, and each party hereto hereby waives, any claim against any Indemniteeclaim, on any theory of liability, for special, indirect, consequential consequential, exemplary or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result ofof this Agreement, this Agreement any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated therein, any Term Loan or the use of proceeds thereof; provided that nothing in this clause (d) shall relieve the Borrower of any obligation it may have under clause (b) above to indemnify any Indemnitee against special, indirect, consequential or punitive damages asserted against such Indemnitee by a third party. (fe) All amounts due under this Section 9.3 shall be payable promptly promptly, but in any event within ten (10) Business Days, after written demand therefor.

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable, reasonable out-of-pocket costs and expenses of the Administrative Agent (including, without limitation, reasonable fees and its Affiliatesdisbursements of special counsel Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, local counsel for the Administrative Agent, and travel, site visits, third party reports (including Appraisals), mortgage recording taxes, environmental and engineering expenses), in connection with the preparation and administration of this Agreement, the Loan Documents and the documents and instruments referred to therein, the syndication of the Loans, any waiver or consent hereunder or any amendment or modification hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Administrative Agent and each Bank, including, without limitation, reasonable fees, charges fees and disbursements of counsel for the Administrative Agent and its AffiliatesAgent, in connection with the syndication enforcement of the credit facilities provided for hereinLoan Documents and the instruments referred to therein and such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Borrower agrees to indemnify the Administrative Agent and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an “Indemnitee”) and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the preparation reasonable fees and administration disbursements of the Credit Documents counsel and settlements and settlement costs, which may be incurred by such Indemnitee in connection with any amendmentsinvestigative, modifications administrative or waivers thereof judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) and whether or not brought by the Borrower, the General Partner or any affiliate of the Borrower, that may at any time (including, without limitation, at any time following the payment of the Obligations) be imposed on, asserted against or incurred by any Indemnitee as a result of, or arising out of, or in any way related to or by reason of, (i) any of the transactions contemplated in this Agreement by the Loan Documents or the execution, delivery or performance of any other Credit Loan Document shall be consummated), and (ii) all reasonable out-of-pocket costs and expenses (including, without limitation, the reasonable feesBorrower’s actual or proposed use of proceeds of the Loans, charges and disbursements of outside counsel and the allocated cost of inside counsel) incurred by the Administrative Agent whether or any Lender not in connection compliance with the enforcement or protection of its rights in connection with this Agreement, including its rights under this Section 9.3, or in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans. (b) The Borrower shall indemnify the Administrative Agent (and any sub-agent thereofprovisions hereof), each Lender and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Credit Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan violation by the Borrower or the use or proposed use Environmental Affiliates of the proceeds therefromany applicable Environmental Law, (iii) any actual Environmental Claim arising out of the management, use, control, ownership or alleged presence operation of property or Release of Hazardous Materials on or from any property owned or operated assets by the Borrower or any of its Subsidiariesthe Environmental Affiliates, including, without limitation, all on-site and off-site activities involving Material of Environmental Concern, (iv) the breach of any environmental representation or warranty set forth herein, (v) the grant to the Administrative Agent and the Banks of any Environmental Liability related Lien in any way to property or assets of the Borrower or any of its Subsidiaries, stock or (iv) any actual or prospective 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 equity interest in the Borrower, and regardless (vi) the exercise by the Administrative Agent and the Banks of whether their rights and remedies (including, without limitation, foreclosure) under any Indemnitee is a party thereto, provided that agreements creating any such indemnity shall notLien (but excluding in each case, as to any Indemnitee, be available to the extent that any such losses, liabilities, claims, damages, liabilities expenses, obligations, penalties, actions, judgments, suits, costs or related expenses disbursements incurred solely by reason of (xy) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Credit Document, if the Borrower has obtained a final and nonappealable judgment in its favor on such claim as finally determined by a court of competent jurisdictionjurisdiction or (z) any investigative, administrative or judicial proceeding imposed or asserted against any Indemnitee by any bank regulatory agency or by any equity holder of such Indemnitee). The Borrower’s obligations under this Section shall survive the termination of this Agreement and the payment of the Obligations. (c) The Borrower shall pay, and hold the Administrative Agent and each of the Lenders Banks harmless from and against, any and all present and future U.S. stamp, documentaryrecording, transfer and other similar foreclosure related taxes with respect to this Agreement the foregoing matters and any other Credit Documents, any collateral described therein, or any payments due thereunder, and save hold the Administrative Agent and each Lender Bank harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Bank) to pay such taxes. (d) To the extent that the Borrower fails to pay any amount required to be paid to the Administrative Agent under clauses (a), (b) or (c) hereof, each Lender severally agrees to pay to the Administrative Agent such Lender’s Pro Rata Share (determined as of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent in its capacity as such. (e) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of, this Agreement or any agreement or instrument contemplated hereby, the transactions contemplated therein, any Loan or the use of proceeds thereof. (f) All amounts due under this Section 9.3 shall be payable promptly after written demand therefor.

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable, out-of-pocket costs and expenses of the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of counsel actually incurred without regard to statutory presumption for the Administrative Agent and its Affiliates, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Credit Loan Documents and any amendments, modifications or waivers thereof (whether or not the transactions contemplated in this Agreement or any other Credit Loan Document shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iiiii) all reasonable out-of-pocket costs and expenses (including, without limitation, the reasonable fees, charges and disbursements of outside counsel and the allocated cost of inside counsel) actually incurred without regard to statutory presumption by the Administrative Agent Agent, the Issuing Bank or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights under this Section 9.310.3, or in connection with the Loans made or any Letters of Credit issued hereunder, including all such reasonable out-of-pocket expenses actually incurred without regard to statutory presumption during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit. (b) The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the Issuing Bank, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all reasonable fees and time charges and disbursements for attorneys actually incurred without regard to statutory presumption who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Credit Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefromtherefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective 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 the BorrowerBorrower or any other Loan Party, and regardless of whether any Indemnitee 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 related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Credit Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. (c) The Borrower shall pay, and hold the Administrative Agent and each of the Lenders harmless from and against, any and all present and future stamp, documentary, and other similar taxes with respect to this Agreement and any other Credit Loan Documents, any collateral described therein, or any payments due thereunder, and save the Administrative Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes. (d) To the extent that the Borrower fails to pay any amount required to be paid to the Administrative Agent Agent, the Issuing Bank or the Swingline Lender under clauses (a), (b) or (c) hereof, each Lender severally agrees to pay to the Administrative Agent Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s Pro Rata Share (determined as of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent Agent, the Issuing Bank or the Swingline Lender in its capacity as such. (e) To the extent permitted by applicable lawNO INDEMNITEE SHALL BE RESPONSIBLE OR LIABLE TO THE BORROWER OR ANY OTHER PERSON FOR ANY PUNITIVE, the Borrower shall not assertEXEMPLARY OR CONSEQUENTIAL DAMAGES THAT MAY BE ALLEGED AS A RESULT OF THIS AGREEMENT, and hereby waivesANY OTHER LOAN DOCUMENT OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY, any claim against any IndemniteeTHE TRANSACTIONS CONTEMPLATED THEREIN, on any theory of liabilityANY LOAN OR ANY LETTER OF CREDIT OR THE USE OF THE PROCEEDS THEREOF. THE BORROWER SHALL NOT BE RESPONSIBLE OR LIABLE TO ANY INDEMNITEE OR ANY OTHER PERSON FOR ANY PUNITIVE, for specialEXEMPLARY OR CONSEQUENTIAL DAMAGES THAT MAY BE ALLEGED AS A RESULT OF THIS AGREEMENT, indirectANY OTHER LOAN DOCUMENT OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY, consequential or punitive damages THE TRANSACTIONS CONTEMPLATED THEREIN, ANY LOAN OR ANY LETTER OF CREDIT OR THE USE OF THE PROCEEDS THEREOF; PROVIDED, THAT, THE FOREGOING SHALL NOT IN ANY WAY LIMIT THE BORROWER’S OR THE GUARANTORS’ OBLIGATIONS TO PAY (as opposed to actual or direct damagesX) arising out ofALL PRINCIPAL AND/OR INTEREST AS PROVIDED IN THE LOAN DOCUMENTS AND (Y) ALL INDEMNIFICATION OBLIGATIONS AS PROVIDED HEREUNDER AND UNDER THE OTHER LOAN DOCUMENTS TO THE EXTENT SUCH INDEMNIFICATION OBLIGATIONS DO NOT CONSTITUTE PUNITIVE, in connection with or as a result of, this Agreement or any agreement or instrument contemplated hereby, the transactions contemplated therein, any Loan or the use of proceeds thereofEXEMPLARY OR CONSEQUENTIAL DAMAGES. (f) All Except as is otherwise expressly set forth in this Section 10.3, all amounts due under this Section 9.3 10.3 shall be payable promptly after written demand therefor.

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable, out-of-pocket costs and expenses of the Administrative Agent and its Affiliates, including including, without limitation, the reasonable fees, charges and disbursements of outside counsel and allocated cost of inside counsel for the Administrative Agent and its Affiliates, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Credit Loan Documents and any amendments, modifications or waivers thereof of the Loan Documents (whether or not the transactions contemplated in this Agreement or any other Credit Loan Document shall be consummated), and (ii) all reasonable out-of-pocket costs and expenses (including, without limitation, the reasonable fees, charges and disbursements of outside counsel and the allocated cost of inside counsel) incurred by the Administrative Agent or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights under this Section 9.39.03, or in connection with the Loans made hereunderTerm Loan, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loansthe Term Loan. (b) The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), ) and each Lender and each Related Party of any of the foregoing Persons (each such Person being called an “"Indemnitee”") against, and hold each Indemnitee harmless from, any and all costs, losses, liabilities, claims, damages, liabilities damages and related expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower or any Affiliate thereof arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Credit Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of any of the transactions contemplated hereby or thereby, (ii) any Loan or the use or proposed use of the proceeds therefrom, therefrom or (iii) any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective 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 the BorrowerBorrower or any Affiliate thereof, and regardless of whether any Indemnitee 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 related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower against an Indemnitee for breach in bad faith any Related Party of such Indemnitee’s obligations hereunder or under any other Credit Document, if the Borrower has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. (c) The Borrower shall pay, and hold the Administrative Agent and each of the Lenders harmless from and against, any and all present and future stamp, documentary, and other similar taxes with respect to this Agreement and any other Credit Loan Documents, any collateral described therein, or any payments due thereunder, and save the Administrative Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes. (d) To the extent that the Borrower fails to pay any amount required to be paid to the Administrative Agent under clauses (a), (b) or (c) hereofAgent, each Lender severally agrees to pay to the Administrative Agent such Lender’s 's Pro Rata Share (determined as of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent in its capacity as such. (e) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of, this Agreement or any agreement or instrument contemplated hereby, the transactions contemplated therein, any Loan or the use of proceeds thereof. (f) All amounts due under this Section 9.3 9.03 shall be payable promptly after written demand therefor.

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable, out-of-pocket costs and expenses of Each Lender agrees to reimburse the Administrative Agent and each of its Affiliates, Related Parties (to the extent not reimbursed by any Credit Party) promptly upon demand for such Lender’s pro rata share with respect to the Commitments of any costs and expenses (including the reasonable fees, charges and disbursements of counsel for financial, legal and other advisors and Other Taxes paid in the Administrative Agent and its Affiliatesname of, in connection with the syndication of the credit facilities provided for hereinor on behalf of, the preparation and administration of the any Credit Documents and any amendments, modifications or waivers thereof (whether or not the transactions contemplated in this Agreement or any other Credit Document shall Party) that may be consummated), and (ii) all reasonable out-of-pocket costs and expenses (including, without limitation, the reasonable fees, charges and disbursements of outside counsel and the allocated cost of inside counsel) incurred by the Administrative Agent or any Lender of its Related Parties in connection with the preparation, syndication, execution, delivery, administration, modification, consent, waiver or enforcement or protection of its rights in connection with this Agreement, including its rights under this Section 9.3of, or in connection with the Loans made hereundertaking of any other action (whether through negotiations, including all such through any work-out-of-pocket expenses incurred during any workout, bankruptcy, restructuring or negotiations other legal or other proceeding (including without limitation, preparation for and/or response to any subpoena or request for document production relating thereto) or otherwise) in respect of such Loansof, or legal advice with respect to its rights or responsibilities under, any Loan Document. (b) The Borrower shall Each Lender further agrees to indemnify the Administrative Agent (and any sub-agent thereof), each Lender and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Credit Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective 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 the Borrower, and regardless of whether any Indemnitee 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 related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Credit Document, if the Borrower has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. (c) The Borrower shall pay, and hold the Administrative Agent and each of its Related Parties (to the Lenders harmless extent not reimbursed by any Credit Party), from and against, any and all present and future stamp, documentary, and other similar taxes against such Lender’s aggregate pro rata share with respect to this Agreement and any other Credit Documents, any collateral described therein, or any payments due thereunder, and save the Administrative Agent and each Lender harmless from and against any and all liabilities with respect (including to or resulting from any delay or omission to pay such taxes. (d) To the extent that the Borrower fails not indemnified pursuant to pay any amount required to be paid to the Administrative Agent under clauses (aSection 9.08(c), (btaxes, interests and penalties imposed for not properly withholding or backup withholding on payments made to on or for the account of any Lender) or (c) hereofthat may be imposed on, each Lender severally agrees to pay to the Administrative Agent such Lender’s Pro Rata Share (determined as of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent or any of its Related Parties in its capacity as such. (e) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential matter relating to or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result ofof any Loan Document, this Agreement any other Transaction Document or any agreement other act, event or instrument transaction related, contemplated herebyin or attendant to any such document, the transactions contemplated thereinor, in each case, any Loan action taken or omitted to be taken by the use Administrative Agent or any of proceeds thereofits Related Parties under or with respect to any of the foregoing; provided, however, that no Lender shall be liable to the Administrative Agent or any of its Related Parties to the extent such liability has resulted primarily from the gross negligence or willful misconduct of the Administrative Agent or, as the case may be, such Related Party, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. (fc) All To the extent required by any applicable law, the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. If any payment is made to any Lender by the Administrative Agent without the applicable withholding Tax being withheld from such payment and the Administrative Agent has paid over the applicable withholding Tax to the IRS or any other Governmental Authority, or the Internal Revenue Service or any other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold Tax from amounts due paid to or for the account of any Lender because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify the Administrative Agent of a change in circumstance which rendered the exemption from, or reduction of, withholding Tax ineffective or for any other reason, such Lender shall indemnify the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including any penalties or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred. The Administrative Agent may offset against any payment to any Lender under a Loan Document, any applicable withholding Tax that was required to be withheld from any prior payment to such Lender but which was not so withheld, as well as any other amounts for which the Administrative Agent is entitled to indemnification from such Lender under this Section 9.3 shall be payable promptly after written demand therefor9.08(c).