Common use of Expenses; Indemnification Clause in Contracts

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable and documented out of pocket expenses incurred by the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers and their Affiliates (including the reasonable and documented fees and expenses of counsel for the Administrative Agent), in connection with the syndication of the credit facility evidenced by this Agreement, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents (other than the Support Agreement) or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) without duplication of any fees separately agreed to by the Borrower, all reasonable and documented out of pocket expenses incurred by any LC Issuing Bank (other than overhead expenses and other similar expenses) 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 expenses incurred by the Administrative Agent, any Lender, any Swing Line Bank or any LC Issuing Bank (including the documented fees and expenses of any counsel for the Administrative Agent, any Lender, any Swing Line Bank or any LC Issuing Bank), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Advance 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 Advances or Letters of Credit; provided that the Borrower shall only be required to pay the fees and expenses for (x) one (1) outside counsel for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, (y) any local and/or regulatory counsel in any applicable jurisdiction for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks and (z) in the case of a conflict of interest between one or more of the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, such additional counsel as may be reasonably necessary. (b) The Borrower shall indemnify the Administrative Agent, each Joint Lead Arranger, each Lender, each Swing Line Bank and each LC 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 reasonable documented out of pocket costs and expenses (including the reasonable and documented fees and expenses of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Borrower or the Parent) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other 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 Advance or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any LC 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, the Parent or any of its Subsidiaries, or any Environmental Proceeding or Environmental Liability related in any way to the Borrower, the Parent or any of its Subsidiaries, (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, the Parent or any of its Subsidiaries, and regardless of whether any Indemnitee is a party thereto, or (v) any claim (including any claim arising from an Environmental Proceeding or Environmental Liability), investigation, litigation or other proceeding (whether or any Indemnitee is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Advances, this Agreement, any other Loan Document, or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby, including reasonable and documented attorneys’ fees; provided that such indemnity shall (x) not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related costs and expenses are determined by a court of competent jurisdiction by final and nonappealable judgment (1) to have resulted from the gross negligence or willful misconduct of such Indemnitee or (2) to have resulted from a claim brought by the Borrower or the Parent against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document and (y) be limited in the case of attorneys’ fees and expenses to (1) one (1) outside counsel for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, (2) any local and/or regulatory counsel in any applicable jurisdiction for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks and (3) in the case of a conflict of interest between one or more of the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, such additional counsel as may be reasonably necessary. This Section 7.03(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) To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under paragraph (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), any LC Issuing Bank, any Swing Line Bank or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such LC Issuing Bank, such Swing Line Bank or such Related Party, as the case may be, such Lender’s Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the aggregate outstanding Commitments, or if there are no Commitments outstanding, the outstanding principal amount of the Advances, at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to any LC Issuing Bank or Swing Line Bank solely in its capacity as such, only the Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Lenders’ Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); and provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such LC Issuing Bank or such Swing Line Bank in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such LC Issuing Bank or any such Swing Line Bank in connection with such capacity. The obligations of the Lenders under this paragraph (c) are subject to the provisions of Section 2.21(c). (d) 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 damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document, the transactions contemplated hereby or thereby, any Advance or Letter of Credit, or the use of the proceeds thereof. To the fullest extent permitted by applicable law, no Indemnitee shall assert, and each Indemnitee hereby waives, any claim against the Borrower, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document, the transactions contemplated hereby or thereby, any Advance or Letter of Credit, or the use of the proceeds thereof; provided that this waiver shall in no way limit the Borrower’s indemnification obligations in Section 7.03(b) to the extent of any claim by any Person other than the Borrower, the Parent or any Indemnitee or its Related Parties for any of the foregoing to the extent such claim would be covered by Section 7.03(b).

Expenses; Indemnification. (a) The Borrower Company shall pay reimburse the Administrative Agent, the Arrangers and their respective Affiliates for any reasonable out-of-pocket costs and expenses documented in reasonable detail (i) limited in the case of legal fees and expenses, to the reasonable fees, charges and disbursements of one firm of counsel and a single firm of local counsel in each relevant jurisdiction, in each case acting for the foregoing collectively), upon presentation of a reasonably detailed statement of all reasonable such costs and documented out of pocket expenses expenses, paid or incurred by the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers and their respective Affiliates (including the reasonable and documented fees and expenses of counsel for the Administrative Agent), in connection with the syndication preparation, negotiation, execution, delivery, syndication, review, amendment, modification, and administration (including, without limitation, preparation of the credit facility evidenced by this Agreementreports described below) of the Loan Documents (which, in the case of preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents (other than the Support Agreement) or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummatedlimited to a single counsel and a single local counsel in each relevant jurisdiction), (ii) without duplication of any fees separately agreed to by the Borrower, as well as all reasonable out-of-pocket costs and documented out of pocket expenses incurred by any LC Issuing Bank (other than overhead expenses and other similar expenses) the Issuers in connection with the issuance, amendment, renewal or extension of any Letter Facility Letters of Credit or any demand for payment thereunder thereunder. The Company also agrees to reimburse the Administrative Agent, the Issuers and the Lenders for any reasonable out-of-pocket costs and expenses (iiilimited in the case of legal fees and expenses, to the fees, charges and disbursements of one firm of counsel and a single firm of local counsel in each relevant jurisdiction, in each case acting for the foregoing collectively, plus in the case of an actual or perceived conflict of interest where the person affected by such conflict informs the Company of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected person 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) all documented out of pocket expenses for such affected person) paid or incurred by the Administrative Agent, any Lender, any Swing Line Bank Issuer or any LC Issuing Bank (including the documented fees and expenses of any counsel for the Administrative Agent, any Lender, any Swing Line Bank or any LC Issuing Bank), Lender in connection with the collection and enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Advance 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 Advances or Letters of Credit; provided that the Borrower shall only be required to pay the fees and expenses for (x) one (1) outside counsel for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, (y) any local and/or regulatory counsel in any applicable jurisdiction for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks and (z) in the case of a conflict of interest between one or more of the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, such additional counsel as may be reasonably necessary. (b) The Borrower shall Company hereby further agrees to indemnify the Administrative Agent, each Joint Lead Arrangerthe Arrangers, the Issuers, each Lender, Lender and the respective Related Parties of each Swing Line Bank and each LC Issuing Bank, and each Related Party of any of the foregoing Persons (each such Person being called party, an “Indemnitee”) against, and hold each Indemnitee them harmless from, any from and against all losses, claims, damages, liabilities and related expenses, including without limitation, any reasonable and documented out of pocket costs (in reasonable detail) legal fees and expenses (including but limited in the reasonable and documented case of legal fees and expenses expenses, to a single firm of counsel for all such 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 an actual or perceived conflict of interest where the Indemnitee affected by such conflict informs the Company of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnitee 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 such affected Indemnitee)) of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Borrower or the Parent) other than such Indemnitee and its Related Parties to the extent arising out of, in connection with, with or as a result of (i) the execution or delivery of this AgreementTransactions, any other Loan Document or any agreement or instrument contemplated hereby or therebyincluding, without limitation, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions financings contemplated hereby or thereby, (ii) any Advance or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any LC 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, the Parent or any of its Subsidiaries, or any Environmental Proceeding or Environmental Liability related in any way to the Borrower, the Parent transactions connected therewith or any of its Subsidiaries, (iv) any actual or prospective claim, litigation, investigation or proceeding relating to (regardless of whether any such Indemnitee is a party thereto and regardless of the foregoingwhether such claim, whether based on contractlitigation, tort investigation or any other theory, whether proceeding is brought by a third party or by the Borrower, the Parent Company or any of its Subsidiaries, and regardless ) to the extent related to any of whether any Indemnitee is a party thereto, or (v) any claim (including any claim arising from an Environmental Proceeding or Environmental Liability), investigation, litigation or other proceeding (whether or any Indemnitee is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Advances, this Agreement, any other Loan Document, or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby, including reasonable and documented attorneys’ feesforegoing; provided that such the foregoing indemnity shall (x) will not, as to any Indemnitee, be available apply to the extent that such losses, claims, damages, liabilities and related expenses to the extent they (a) are found in a final and non-appealable judgment of a court of competent jurisdiction to have resulted from the willful misconduct or related costs gross negligence of such Indemnitee or any of its Related Parties, (b) result from a claim brought by the Company or any of its Subsidiaries against such Indemnitee or any of its Related Parties for material breach of such Indemnitee’s or any of its Related Parties’ obligations hereunder if the Company or such Subsidiary has obtained a final and expenses are non-appealable judgment in its or its Subsidiary’s favor on such claim as determined by a court of competent jurisdiction by final and nonappealable judgment (1) to have resulted from the gross negligence or willful misconduct of such Indemnitee or (2) to have resulted from a claim brought by the Borrower or the Parent against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document and (y) be limited in the case of attorneys’ fees and expenses to (1) one (1) outside counsel for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, (2c) any local and/or regulatory counsel dispute solely among Indemnitees or their respective Related Parties other than claims against any agent or arranger in its capacity or in fulfilling its role as agent or arranger or any applicable jurisdiction for similar role under the Administrative Agent, Credit Facilities and other than claims to the Syndication Agent, extent arising out of any act or omission on the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks and (3) in the case of a conflict of interest between one or more part of the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, such additional counsel as may be reasonably necessaryCompany or its Affiliates. This Section 7.03(b) paragraph shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. claims or damages arising from any non-Tax claim. (c) To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under paragraph (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), any LC Issuing Bank, any Swing Line Bank or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such LC Issuing Bank, such Swing Line Bank or such Related Party, as the case may be, such Lender’s Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the aggregate outstanding Commitments, or if there are no Commitments outstanding, the outstanding principal amount of the Advances, at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to any LC Issuing Bank or Swing Line Bank solely in its capacity as such, only the Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Lenders’ Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); and provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such LC Issuing Bank or such Swing Line Bank in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such LC Issuing Bank or any such Swing Line Bank in connection with such capacity. The obligations of the Lenders Company under this paragraph (c) are subject to Section 10.6 shall survive the provisions termination of Section 2.21(c). (d) 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 damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document, the transactions contemplated hereby or thereby, any Advance or Letter of Credit, or the use of the proceeds thereof. To the fullest extent permitted by applicable law, no Indemnitee shall assert, and each Indemnitee hereby waives, any claim against the Borrower, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document, the transactions contemplated hereby or thereby, any Advance or Letter of Credit, or the use of the proceeds thereof; provided that this waiver shall in no way limit the Borrower’s indemnification obligations in Section 7.03(b) to the extent of any claim by any Person other than the Borrower, the Parent or any Indemnitee or its Related Parties for any of the foregoing to the extent such claim would be covered by Section 7.03(b).

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable and documented out of out-of-pocket expenses incurred by of the Administrative AgentAgents, the Syndication AgentCustodian, the Joint Lead Arrangers Document Custodian, the Securities Intermediary and their Affiliates (including the each Lender, including, without limitation, reasonable and documented fees and disbursements of counsel (but limited, in the case of legal fees and expenses, to the reasonable and documented legal fees and expenses of counsel (1) one law firm for the Administrative Agent and the Lenders, taken as a whole, (2) one law firm for the Document Custodian, (3) one law firm for the Collateral Agent), the Collateral Administrator and the Custodian, taken as a whole, (4) if reasonably necessary, one local counsel in any relevant jurisdiction (which may include a single firm of counsel acting in multiple jurisdictions) and (5) in the case of any actual or perceived conflict of interest where any such Person affected by such conflict informs the Borrower of such conflict, in each case, a single additional firm or counsel in each relevant jurisdiction for all similarly situated affected Persons) in connection with the syndication preparation, syndications and administration of the credit facility evidenced by this Agreement, the preparationLoan Documents and any documents and instruments referred to therein, negotiationand further modifications or syndications of the Loans in connection therewith, execution, delivery and the administration of this Agreement and the other Loan Documents (other than the Support Agreement) Loans, any waiver or consent hereunder or any amendments, modifications amendment or waivers of the provisions modification hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), any Default; and (ii) without duplication of any fees separately agreed to by the Borrower, all reasonable and documented out of out-of-pocket expenses incurred by any LC Issuing Bank Agent and any Lender (other than overhead expenses but limited, in the case of legal fees and other similar expenses) in connection with , to the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder reasonable and (iii) all documented out of pocket expenses incurred by the Administrative Agent, any Lender, any Swing Line Bank or any LC Issuing Bank (including the documented legal fees and expenses of any counsel (1) one law firm for the Administrative Agent and the Lenders, taken as a whole, (2) one law firm for the Document Custodian, (3) one law firm for the Collateral Agent, the Collateral Administrator and the Custodian, taken as a whole, (4) if reasonably necessary, one local counsel in any Lenderrelevant jurisdiction (which may include a single firm of counsel acting in multiple jurisdictions) and (5) in the case of any actual or perceived conflict of interest where any such Person affected by such conflict informs the Borrower of such conflict, any Swing Line Bank in each case, a single additional firm or any LC Issuing Bankcounsel in each relevant jurisdiction for all similarly situated affected Persons)), including reasonable and documented fees and disbursements of counsel for each Agent, in connection with the enforcement or protection of its rights (A) in connection with this Agreement the Loan Documents and the instruments referred to therein and such collection, bankruptcy, insolvency and other Loan Documents, including its rights under this Section, or (B) in connection with the Advance 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 Advances or Letters of Credit; provided that the Borrower shall only be required to pay the fees and expenses for (x) one (1) outside counsel for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, (y) any local and/or regulatory counsel in any applicable jurisdiction for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks and (z) in the case of a conflict of interest between one or more of the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, such additional counsel as may be reasonably necessaryenforcement proceedings resulting therefrom. (b) The Borrower shall agrees to indemnify the Administrative Agent, each Joint Lead Arrangerthe Collateral Agent, the Collateral Administrator, the Custodian, the Document Custodian, the Securities Intermediary and each Lender, each Swing Line Bank their respective affiliates and each LC Issuing Bankthe respective directors, officers, agents and each Related Party of any employees of the foregoing Persons (each such Person being called each, an “Indemnitee”) against, and hold each Indemnitee harmless from, from and against any and all liabilities, losses, claims, damages, liabilities and related reasonable documented out of pocket costs and expenses (including of any kind, including, without limitation, the reasonable and documented fees and disbursements of counsel for each Agent (but limited, in the case of legal fees and expenses, to the reasonable and documented legal fees and expenses of (1) one law firm for the Administrative Agent and the Lenders, taken as a whole, (2) one law firm for the Document Custodian, (3) one law firm for the Collateral Agent, the Collateral Administrator and the Custodian, taken as a whole, (4) if reasonably necessary, one local counsel in any relevant jurisdiction (which may include a single firm or counsel acting in multiple jurisdictions) and (5) in the case of an actual or perceived conflict of interest where any such Indemnitee affected by such conflict informs the Borrower of such conflict, in each case, a single additional firm of counsel in each relevant jurisdiction for any Indemniteeall similarly situated affected Indemnitees), which may be incurred by such Indemnitee in connection with any investigative, administrative or 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 asserted against any Indemnitee by any Person (including the Borrower or the Parent) other than such Indemnitee and its Related Parties arising out of, or in connection withany way related to or by reason of, or as a result of (i) any of the execution transactions contemplated by the Loan Documents or the execution, delivery or performance of this Agreementany Loan Document, (ii) the grant to the Collateral Agent, the Lenders of any other Lien, on the Collateral, (iii) the exercise by the Administrative Agent, the Collateral Agent, the Lenders or of their rights and remedies (including, without limitation, foreclosure) under any agreements creating any such Lien, (iv) the failure of the Collateral Agent to have a valid and perfected Lien on any Collateral, (v) a breach by the Borrower of any representation, warranty or covenant contained in any Loan Document or any agreement document relating to any Collateral or instrument contemplated hereby (vi) any loss arising from any action or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation inaction of the transactions contemplated hereby or thereby, (ii) any Advance or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any LC 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, the Parent Borrower or any of its Subsidiaries, Affiliates regarding the administration of any Collateral or any Environmental Proceeding or Environmental Liability related in any way to the Borrower, the Parent or any of its Subsidiaries, (iv) any actual or prospective claim, litigation, investigation or proceeding otherwise relating to such Collateral (other than an Obligor’s financial inability to make payments with respect to any of the foregoingsuch Collateral) but excluding, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower, the Parent or any of its Subsidiaries, and regardless of whether any Indemnitee is a party thereto, or (v) any claim (including any claim arising from an Environmental Proceeding or Environmental Liability), investigation, litigation or other proceeding (whether or any Indemnitee is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Advances, this Agreement, any other Loan Document, or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby, including reasonable and documented attorneys’ fees; provided that such indemnity shall (x) noteach case, as to any Indemnitee, be available to the extent that any such losses, claimsliabilities, damages, liabilities expenses or related costs and expenses are incurred by reason of the bad faith, gross negligence or willful misconduct by such Indemnitee with respect to its obligations under this Agreement as finally determined by a court of competent jurisdiction by in a final and nonappealable judgment (1) to have resulted from the gross negligence or willful misconduct of such Indemnitee or (2) to have resulted from a claim brought by the Borrower or the Parent against an Indemnitee for breach in bad faith of such Indemniteedecision. The Borrower’s obligations hereunder or under any other Loan Document and (y) be limited in this Section 12.3 shall survive the case termination of attorneys’ fees and expenses to (1) one (1) outside counsel for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks this Agreement and the LC Issuing Banks, (2) any local and/or regulatory counsel in any applicable jurisdiction for payment of the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks Obligations and the LC Issuing Banks and (3) in resignation or removal of an Agent. For the case sake of a conflict of interest between one or more of the Administrative Agentclarity, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, such additional counsel as may be reasonably necessary. This this Section 7.03(b) 12.3 shall not apply with respect to Taxes Taxes, other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. (c) To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under paragraph (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), any LC Issuing Bank, any Swing Line Bank or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such LC Issuing Bank, such Swing Line Bank or such Related Party, as the case may be, such Lender’s Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the aggregate outstanding Commitments, or if there are no Commitments outstanding, the outstanding principal amount of the Advances, at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to any LC Issuing Bank or Swing Line Bank solely in its capacity as such, only the Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Lenders’ Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); and provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such LC Issuing Bank or such Swing Line Bank in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such LC Issuing Bank or any such Swing Line Bank in connection with such capacity. The obligations of the Lenders under this paragraph (c) are subject to the provisions of Section 2.21(c). (d) 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 damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document, the transactions contemplated hereby or thereby, any Advance or Letter of Credit, or the use of the proceeds thereof. To the fullest extent permitted by applicable law, no Indemnitee shall assert, and each Indemnitee hereby waives, any claim against the Borrower, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document, the transactions contemplated hereby or thereby, any Advance or Letter of Credit, or the use of the proceeds thereof; provided that this waiver shall in no way limit the Borrower’s indemnification obligations in Section 7.03(b) to the extent of any claim by any Person other than the Borrower, the Parent or any Indemnitee or its Related Parties for any of the foregoing to the extent such claim would be covered by Section 7.03(b).

Expenses; Indemnification. (a) The Borrower Company shall pay (i) all reasonable and documented out fees and expenses of pocket expenses incurred by the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers and their Affiliates the Agents (including the reasonable and documented fees and expenses of special counsel for the Administrative Agent), in connection with the syndication of the credit facility evidenced by this Agreement, the preparation, negotiation, execution, delivery and administration of this Agreement Arrangers and the other Loan Documents (other than the Support Agreement) or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) without duplication of any fees separately agreed to by the Borrower, all reasonable and documented out of pocket expenses incurred by any LC Issuing Bank (other than overhead expenses and other similar expensesAgents) in connection with the issuance, preparation of this Agreement (or the amendment, renewal modification or extension of any Letter of Credit or any demand for payment thereunder waiver thereof) as previously agreed upon between the Company, the Arrangers and the Agents and (iiiii) if an Event of Default occurs, all documented out of reasonable out-of-pocket expenses incurred by the Administrative AgentAgents and the Lenders, any Lender, any Swing Line Bank or any LC Issuing Bank (including the reasonable and documented fees and expenses of any counsel for the Administrative Agent, any Lender, any Swing Line Bank or any LC Issuing Bank), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Advance 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 Advances or Letters of Credit; provided that the Borrower shall only be required to pay the fees and expenses for no more than (x) one counsel to the Agents (1) outside plus one local counsel for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks in each applicable jurisdiction and the LC Issuing Banksone specialty counsel in each applicable specialty), (y) any one counsel to the Lenders (plus one local and/or regulatory counsel in any each applicable jurisdiction for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks one specialty counsel in each applicable specialty) and (z) in the case of a an actual conflict of interest between interest, one or more of the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, such additional counsel for each group of similarly situated affected persons, taken as may be reasonably necessarya whole), in connection with such Event of Default and collection and other enforcement proceedings resulting therefrom. (b) The Borrower shall Company agrees to indemnify the Administrative Agent, each Joint Lead Arranger, each Agent and Lender, each Swing Line Bank their respective affiliates and each LC Issuing Bankthe respective directors, officers, agents and each Related Party of any employees of the foregoing Persons (each such Person being called an “Indemnitee”; and each of the affiliates and other Persons with respect to any particular Agent or Lender, its “Related Persons”) against, and hold each Indemnitee harmless from, from and against (and to reimburse each Indemnitee on demand for) any and all claims, liabilities, losses, claims, damages, liabilities and related reasonable documented out of pocket costs and reasonable expenses of any kind (including including, without limitation, the reasonable and documented fees and expenses disbursements of counsel, limited to (x) one counsel for the Agents (plus one local counsel in each applicable jurisdiction and one specialty counsel in each applicable specialty), (y) one counsel for the Lenders (plus one local counsel in each applicable jurisdiction and one specialty counsel in each applicable specialty), and (z) in the case of an actual conflict of interest, one additional counsel in each relevant jurisdiction for each group of similarly situated affected Indemnitees, taken as a whole) incurred by such Indemnitee in response to or in defense of any counsel for any Indemnitee)investigative, incurred by any Indemnitee administrative or asserted against any Indemnitee by any Person (including the Borrower judicial proceeding relating to or the Parent) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan 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 Advance or Letter of Credit or the use actual or proposed use of proceeds of Loans hereunder or any related transaction; provided that no Indemnitee shall have the proceeds therefrom right to be indemnified hereunder (including i) to the extent such indemnification relates to relationships of, between or among each of, or any refusal by any LC 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 Borrowerof, the Parent Agents, the Lenders or any Eligible Assignee or Participant or (ii) for such Indemnitee’s or any of its Subsidiaries, or any Environmental Proceeding or Environmental Liability related in any way to the Borrower, the Parent or any of its Subsidiaries, (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, the Parent or any of its Subsidiaries, and regardless of whether any Indemnitee is a party thereto, or (v) any claim (including any claim arising from an Environmental Proceeding or Environmental Liability), investigation, litigation or other proceeding (whether or any Indemnitee is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Advances, this Agreement, any other Loan Document, or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby, including reasonable and documented attorneysRelated Persons’ fees; provided that such indemnity shall (x) not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related costs and expenses are determined by a court of competent jurisdiction by final and nonappealable judgment (1) to have resulted from the gross negligence or willful misconduct of or the material breach by such Indemnitee or any of its Related Persons of their obligations (2if any) to have resulted from under this Agreement, as determined by a claim brought by the Borrower or the Parent against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document final and (y) be limited in the case of attorneys’ fees and expenses to (1) one (1) outside counsel for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, (2) any local and/or regulatory counsel in any applicable jurisdiction for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks and (3) in the case non-appealable judgment of a conflict court of interest between one or more of the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, such additional counsel as may be reasonably necessarycompetent jurisdiction. This Section 7.03(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) To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under paragraph (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), any LC Issuing Bank, any Swing Line Bank or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such LC Issuing Bank, such Swing Line Bank or such Related Party, as the case may be, such Lender’s Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the aggregate outstanding Commitments, or if there are no Commitments outstanding, the outstanding principal amount of the Advances, at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to any LC Issuing Bank Indemnified Taxes, Other Taxes or Swing Line Bank solely in its capacity as suchExcluded Taxes, only the Lenders which shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Lenders’ Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); and provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such LC Issuing Bank or such Swing Line Bank in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such LC Issuing Bank or any such Swing Line Bank in connection with such capacity. The obligations of the Lenders under this paragraph (c) are subject to the provisions of Section 2.21(c). (d) 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 damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document, the transactions contemplated hereby or thereby, any Advance or Letter of Credit, or the use of the proceeds thereof. To the fullest extent permitted by applicable law, no Indemnitee shall assert, and each Indemnitee hereby waives, any claim against the Borrower, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document, the transactions contemplated hereby or thereby, any Advance or Letter of Credit, or the use of the proceeds thereof; provided that this waiver shall in no way limit the Borrower’s indemnification obligations in Section 7.03(b) to the extent of any claim by any Person other than the Borrower, the Parent or any Indemnitee or its Related Parties for any of the foregoing to the extent such claim would be covered solely by Section 7.03(b)8.03.

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses of the Administrative Agent, including reasonable fees and documented out disbursements of one special counsel for the Administrative Agent, in connection with the preparation of this Agreement, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default with respect to the Borrower hereunder and (ii) if an Event of Default with respect to the Borrower occurs, all reasonable out-of-pocket expenses incurred by the Administrative AgentAgent or any Lender, the Syndication Agent, the Joint Lead Arrangers and their Affiliates (including the reasonable and documented fees and expenses disbursements of one primary counsel for the Administrative AgentAgent and the Lenders (and (x) if necessary, a single firm of local counsel to the Administrative Agent and the Lenders in each appropriate jurisdiction and (y) solely in the case of any actual or potential conflict of interest, one additional counsel in each relevant jurisdiction to the affected Persons similarly situated), in connection with the syndication such Event of the credit facility evidenced by this Agreement, the preparation, negotiation, execution, delivery Default and administration of this Agreement and the other Loan Documents (other than the Support Agreement) or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) without duplication of any fees separately agreed to by the Borrower, all reasonable and documented out of pocket expenses incurred by any LC Issuing Bank (other than overhead expenses collection and other similar expenses) 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 expenses incurred by the Administrative Agent, any Lender, any Swing Line Bank or any LC Issuing Bank (including the documented fees and expenses of any counsel for the Administrative Agent, any Lender, any Swing Line Bank or any LC Issuing Bank), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Advance 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 Advances or Letters of Credit; provided that the Borrower shall only be required to pay the fees and expenses for (x) one (1) outside counsel for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, (y) any local and/or regulatory counsel in any applicable jurisdiction for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks and (z) in the case of a conflict of interest between one or more of the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, such additional counsel as may be reasonably necessaryproceedings resulting therefrom. (b) The Borrower shall agrees to indemnify the Administrative Agent, each Joint Lead Arranger, each Lender, each Swing Line Bank Agent and each LC Issuing Bank, Lender and each the respective Related Party of any Parties 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, claimspenalties, damages, liabilities and related reasonable documented out of pocket costs and expenses (including the reasonable and documented fees and expenses of any kind, including, without limitation, the reasonable fees and disbursements of one counsel for all Indemnitees taken as a whole and, in the case of any Indemnitee)actual or potential conflict of interest, one additional counsel to each group of affected Indemnitees similarly situated taken as a whole, which may be incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Borrower or the Parent) other than such Indemnitee and its Related Parties in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) relating to or arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan 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 Advance or Letter of Credit or the use actual or proposed use of the proceeds therefrom (including any refusal by any LC 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, the Parent or any of its Subsidiaries, or any Environmental Proceeding or Environmental Liability related in any way to the Borrower, the Parent or any of its Subsidiaries, (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, the Parent or any of its Subsidiaries, and regardless of whether any Indemnitee is a party thereto, or (v) any claim (including any claim arising from an Environmental Proceeding or Environmental Liability), investigation, litigation or other proceeding (whether or any Indemnitee is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Advances, this Agreement, any other Loan Document, or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby, including reasonable and documented attorneys’ feesLoans hereunder; provided that no Indemnitee shall have the right to be indemnified hereunder for such indemnity shall (x) not, Indemnitee’s own gross negligence or willful misconduct as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related costs and expenses are determined by a court of competent jurisdiction by final and nonappealable judgment (1) to have resulted from the gross negligence or willful misconduct of such Indemnitee or (2) to have resulted from a claim brought by the Borrower or the Parent against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document and (y) be limited in the case of attorneys’ fees and expenses to (1) one (1) outside counsel for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, (2) any local and/or regulatory counsel in any applicable jurisdiction for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks and (3) in the case of a conflict of interest between one or more of the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, such additional counsel as may be reasonably necessaryjurisdiction. This Section 7.03(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) To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under paragraph (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), any LC Issuing Bank, any Swing Line Bank or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such LC Issuing Bank, such Swing Line Bank or such Related Party, as the case may be, such Lender’s Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the aggregate outstanding Commitments, or if there are no Commitments outstanding, the outstanding principal amount of the Advances, at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to any LC Issuing Bank or Swing Line Bank solely in its capacity as such, only the Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Lenders’ Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); and provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such LC Issuing Bank or such Swing Line Bank in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such LC Issuing Bank or any such Swing Line Bank in connection with such capacity. The obligations of the Lenders under this paragraph (c) are subject to the provisions of Section 2.21(c). (d) To the fullest extent permitted by applicable lawApplicable Law, the Borrower shall not assert, and hereby waives, any claim against any IndemniteeLender, the Administrative Agent, and each Related Party of any of the foregoing (each a “Lender-Related Party”), on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, or any other Loan Documentagreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Advance or Letter of Credit, Loan or the use of the proceeds thereof. To No Lender-Related Party shall be liable for any damages arising from the fullest extent permitted use by applicable lawunintended recipients of any information or other materials distributed by it through telecommunications, no Indemnitee shall assert, and each Indemnitee hereby waives, any claim against the Borrower, on any theory of liability, for special, indirect, consequential electronic or punitive damages (as opposed to direct or actual damages) arising out of, other information transmission systems in connection with, with this Agreement or as a result of, this Agreement, any other Loan Document, the transactions contemplated hereby or thereby, any Advance or Letter of Credit, or the use of the proceeds thereof; provided that this waiver shall in no way limit the Borrower’s indemnification obligations in Section 7.03(b) to the extent of any claim by any Person other than the Borrower, the Parent or any Indemnitee or its Related Parties for any of the foregoing to the extent such claim would be covered by Section 7.03(b).

Expenses; Indemnification. (a) The Borrower Company shall pay reimburse the Agents (including any of their respective Affiliates) and each Lender (including any of its respective Affiliates) for any reasonable out-of-pocket costs and expenses documented in reasonable detail (limited in the case of legal fees and expenses, to the reasonable fees, charges and disbursements of (i) White & Case LLP, as counsel to the Agents (plus one firm of local counsel to the Agents in each relevant jurisdiction and one firm of conflicts counsel to the Agents if the Agents determine engaging such counsel is appropriate in their sole discretion) and (ii) the Ad Hoc Group Advisors (plus one firm of local counsel per material jurisdiction to the Ad Hoc Group as may be reasonably necessary), upon presentation of a reasonably detailed statement of all reasonable such costs and documented out of pocket expenses expenses, paid or incurred by the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers and their Affiliates Agents (including any of their respective Affiliates) and the reasonable and documented fees and expenses Lenders (including any of counsel for the Administrative Agent), their respective Affiliates) in connection with the syndication of the credit facility evidenced by this Agreement, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents (other than the Support Agreement) or any amendmentsdelivery, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated)syndication, (ii) without duplication of any fees separately agreed to by the Borrower, all reasonable and documented out of pocket expenses incurred by any LC Issuing Bank (other than overhead expenses and other similar expenses) in connection with the issuancereview, amendment, renewal or extension modification, and administration (including, without limitation, preparation of the reports described below) of the Loan Documents. The Company also agrees to reimburse the Agents and the Lenders for any Letter of Credit or any demand for payment thereunder and (iii) all documented out of reasonable out-of-pocket expenses incurred by the Administrative Agent, any Lender, any Swing Line Bank or any LC Issuing Bank (including the documented fees costs and expenses of any counsel for the Administrative Agent, any Lender, any Swing Line Bank or any LC Issuing Bank), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Advance 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 Advances or Letters of Credit; provided that the Borrower shall only be required to pay the fees and expenses for (x) one (1) outside counsel for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, (y) any local and/or regulatory counsel in any applicable jurisdiction for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks and (z) limited in the case of a conflict legal fees and expenses, to the reasonable fees, charges and disbursements of interest between (i) White & Case LLP, as counsel to the Agents (plus one or more firm of local counsel to the Administrative Agent, Agents in each relevant jurisdiction and one firm of conflicts counsel to the Syndication Agent, Agents if the Joint Lead Arrangers, Agents determine engaging such counsel is appropriate in their sole discretion) and (ii) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (plus one firm of local counsel per material jurisdiction to the Lenders, the Swing Line Banks and the LC Issuing Banks, such additional counsel Ad Hoc Group as may be reasonably necessary)) paid or incurred by the Agents or any Lender in connection with the collection and enforcement of the Loan Documents. (b) The Borrower shall Company hereby further agrees to indemnify the Administrative AgentAgents, each Joint Lead Arranger, Lender and the respective Related Parties of each Lender, each Swing Line Bank and each LC Issuing Bank, and each Related Party of any of the foregoing Persons (each such Person being called party, an “Indemnitee”) against, and hold each Indemnitee them harmless from, any from and against all losses, claims, damages, liabilities and related expenses, including without limitation, any reasonable and documented out of pocket costs (in reasonable detail) fees and expenses (including but limited in the case of fees and expenses, to the reasonable fees, charges and documented fees disbursements of (i) White & Case LLP, as counsel to the Agents (plus one firm of local counsel to the Agents in each relevant jurisdiction and expenses one firm of conflicts counsel to the Agents if the Agents determine engaging such counsel is appropriate in their sole discretion) and (ii) the Ad Hoc Group Advisors (plus one firm of local counsel per material jurisdiction to the Ad Hoc Group as may be reasonably necessary)) of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Borrower or the Parent) other than such Indemnitee and its Related Parties to the extent arising out of, in connection with, with or as a result of the Transactions, including, without limitation, (i) the execution or delivery of this Agreementfinancings contemplated thereby, any other Loan Document or any agreement transactions connected therewith (including the Transactions) or instrument contemplated hereby any claim, litigation, investigation or therebyproceeding (regardless of whether any such Indemnitee is a party thereto and regardless of whether such claim, the performance litigation, investigation or proceeding is brought by a third party or by the parties hereto Company or any of their respective obligations hereunder or thereunder or its Subsidiaries) to the consummation extent related to any of the transactions contemplated hereby or thereby, foregoing and (ii) any Advance or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any LC 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 Substances at any real property or from any property owned facility currently or formerly owned, leased or operated by the Borrower, the Parent Company or any of its Subsidiaries, or any Environmental Proceeding or Environmental Liability related in any way to the Borrower, the Parent Company or any of its Subsidiaries, (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, the Parent or any of its Subsidiaries, and regardless of whether any Indemnitee is a party thereto, or (v) any claim (including any claim arising from an Environmental Proceeding or Environmental Liability), investigation, litigation or other proceeding (whether or any Indemnitee is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Advances, this Agreement, any other Loan Document, or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby, including reasonable and documented attorneys’ fees; provided that such the foregoing indemnity shall (x) will not, as to any Indemnitee, be available apply to the extent that such losses, claims, damages, liabilities or and related costs expenses to the extent they (a) are found in a final and expenses are determined by non-appealable judgment of a court of competent jurisdiction by final and nonappealable judgment (1) to have resulted from the willful misconduct or gross negligence or willful misconduct of such Indemnitee or (2) to have resulted from a claim brought by the Borrower or the Parent against an Indemnitee for breach in bad faith any of such Indemnitee’s obligations hereunder or under any other Loan Document and (y) be limited in the case of attorneys’ fees and expenses to (1) one (1) outside counsel for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banksits Related Parties, (2b) [reserved] or (c) any local and/or regulatory counsel dispute solely among Indemnitees or their respective Related Parties other than claims against any agent or arranger in its capacity or in fulfilling its role as agent or arranger or any applicable jurisdiction for similar role under the Administrative Agent, DIP Term Facility and other than claims to the Syndication Agent, extent arising out of any act or omission on the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks and (3) in the case of a conflict of interest between one or more part of the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, such additional counsel as may be reasonably necessaryCompany or its Affiliates. This Section 7.03(b) paragraph shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. claims or damages arising from any non-Tax claim. (c) To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under paragraph (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), any LC Issuing Bank, any Swing Line Bank or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such LC Issuing Bank, such Swing Line Bank or such Related Party, as the case may be, such Lender’s Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the aggregate outstanding Commitments, or if there are no Commitments outstanding, the outstanding principal amount of the Advances, at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to any LC Issuing Bank or Swing Line Bank solely in its capacity as such, only the Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Lenders’ Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); and provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such LC Issuing Bank or such Swing Line Bank in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such LC Issuing Bank or any such Swing Line Bank in connection with such capacity. The obligations of the Lenders Company under this paragraph (c) are subject to Section 10.6 shall survive the provisions termination of Section 2.21(c). (d) 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 damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document, the transactions contemplated hereby or thereby, any Advance or Letter of Credit, or the use of the proceeds thereof. To the fullest extent permitted by applicable law, no Indemnitee shall assert, and each Indemnitee hereby waives, any claim against the Borrower, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document, the transactions contemplated hereby or thereby, any Advance or Letter of Credit, or the use of the proceeds thereof; provided that this waiver shall in no way limit the Borrower’s indemnification obligations in Section 7.03(b) to the extent of any claim by any Person other than the Borrower, the Parent or any Indemnitee or its Related Parties for any of the foregoing to the extent such claim would be covered by Section 7.03(b).

Expenses; Indemnification. (a) The Borrower Company shall pay reimburse the Administrative Agent, the Arrangers and their respective Affiliates for any reasonable out-of-pocket costs and expenses documented in reasonable detail (i) limited in the case of legal fees and expenses, to the reasonable fees, charges and disbursements of one firm of counsel and a single firm of local counsel in each relevant jurisdiction, in each case acting for the foregoing collectively), upon presentation of a reasonably detailed statement of all reasonable such costs and documented out of pocket expenses expenses, paid or incurred by the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers and their respective Affiliates (including the reasonable and documented fees and expenses of counsel for the Administrative Agent), in connection with the syndication preparation, negotiation, execution, delivery, syndication, review, amendment, modification, and administration (including, without limitation, preparation of the credit facility evidenced by this Agreementreports described below) of the Loan Documents (which, in the case of preparation, negotiation, execution, delivery and administration of this Agreement the Loan Documents shall be limited to a single counsel and a single local counsel in each relevant jurisdiction). The Company also agrees to reimburse the Administrative Agent and the other Loan Documents Lenders for any reasonable out-of-pocket costs and expenses (other than limited in the Support Agreementcase of legal fees and expenses, to the fees, charges and disbursements of one firm of counsel and a single firm of local counsel in each relevant jurisdiction, in each case acting for the foregoing collectively, plus in the case of an actual or perceived conflict of interest where the person affected by such conflict informs the Company of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected person 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 such affected person) paid or incurred by the Administrative Agent or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) without duplication of any fees separately agreed to by the Borrower, all reasonable and documented out of pocket expenses incurred by any LC Issuing Bank (other than overhead expenses and other similar expenses) Lender in connection with the issuance, amendment, renewal or extension collection and enforcement of any Letter of Credit or any demand for payment thereunder and (iii) all documented out of pocket expenses incurred by the Administrative Agent, any Lender, any Swing Line Bank or any LC Issuing Bank (including the documented fees and expenses of any counsel for the Administrative Agent, any Lender, any Swing Line Bank or any LC Issuing Bank), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Advance 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 Advances or Letters of Credit; provided that the Borrower shall only be required to pay the fees and expenses for (x) one (1) outside counsel for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, (y) any local and/or regulatory counsel in any applicable jurisdiction for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks and (z) in the case of a conflict of interest between one or more of the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, such additional counsel as may be reasonably necessary. (b) The Borrower shall Company hereby further agrees to indemnify the Administrative Agent, each Joint Lead Arrangerthe Arrangers, each Lender, Lender and the respective Related Parties of each Swing Line Bank and each LC Issuing Bank, and each Related Party of any of the foregoing Persons (each such Person being called party, an “Indemnitee”) against, and hold each Indemnitee them harmless from, any from and against all losses, claims, damages, liabilities and related expenses, including without limitation, any reasonable and documented out of pocket costs (in reasonable detail) legal fees and expenses (including but limited in the reasonable and documented case of legal fees and expenses expenses, to a single firm of counsel for all such 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 an actual or perceived conflict of interest where the Indemnitee affected by such conflict informs the Company of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnitee 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 such affected Indemnitee)) of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Borrower or the Parent) other than such Indemnitee and its Related Parties to the extent arising out of, in connection with, with or as a result of (i) the execution or delivery of this AgreementTransactions, any other Loan Document or any agreement or instrument contemplated hereby or therebyincluding, without limitation, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions financings contemplated hereby or thereby, (ii) any Advance or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any LC 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, the Parent or any of its Subsidiaries, or any Environmental Proceeding or Environmental Liability related in any way to the Borrower, the Parent transactions connected therewith or any of its Subsidiaries, (iv) any actual or prospective claim, litigation, investigation or proceeding relating to (regardless of whether any such Indemnitee is a party thereto and regardless of the foregoingwhether such claim, whether based on contractlitigation, tort investigation or any other theory, whether proceeding is brought by a third party or by the Borrower, the Parent Company or any of its Subsidiaries, and regardless ) to the extent related to any of whether any Indemnitee is a party thereto, or (v) any claim (including any claim arising from an Environmental Proceeding or Environmental Liability), investigation, litigation or other proceeding (whether or any Indemnitee is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Advances, this Agreement, any other Loan Document, or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby, including reasonable and documented attorneys’ feesforegoing; provided that such the foregoing indemnity shall (x) will not, as to any Indemnitee, be available apply to the extent that such losses, claims, damages, liabilities and related expenses to the extent they (a) are found in a final and non-appealable judgment of a court of competent jurisdiction to have resulted from the willful misconduct or related costs gross negligence of such Indemnitee or any of its Related Parties, (b) result from a claim brought by the Company or any of its Subsidiaries against such Indemnitee or any of its Related Parties for material breach of such Indemnitee’s or any of its Related Parties’ obligations hereunder if the Company or such Subsidiary has obtained a final and expenses are non-appealable judgment in its or its Subsidiary’s favor on such claim as determined by a court of competent jurisdiction by final and nonappealable judgment (1) to have resulted from the gross negligence or willful misconduct of such Indemnitee or (2) to have resulted from a claim brought by the Borrower or the Parent against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document and (y) be limited in the case of attorneys’ fees and expenses to (1) one (1) outside counsel for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, (2c) any local and/or regulatory counsel dispute solely among Indemnitees or their respective Related Parties other than claims against any agent or arranger in its capacity or in fulfilling its role as agent or arranger or any applicable jurisdiction for similar role under the Administrative Agent, Bridge Facility and other than claims to the Syndication Agent, extent arising out of any act or omission on the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks and (3) in the case of a conflict of interest between one or more part of the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, such additional counsel as may be reasonably necessaryCompany or its Affiliates. This Section 7.03(b) paragraph shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. claims or damages arising from any non-Tax claim. (c) To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under paragraph (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), any LC Issuing Bank, any Swing Line Bank or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such LC Issuing Bank, such Swing Line Bank or such Related Party, as the case may be, such Lender’s Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the aggregate outstanding Commitments, or if there are no Commitments outstanding, the outstanding principal amount of the Advances, at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to any LC Issuing Bank or Swing Line Bank solely in its capacity as such, only the Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Lenders’ Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); and provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such LC Issuing Bank or such Swing Line Bank in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such LC Issuing Bank or any such Swing Line Bank in connection with such capacity. The obligations of the Lenders Company under this paragraph (c) are subject to Section 10.6 shall survive the provisions termination of Section 2.21(c). (d) 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 damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document, the transactions contemplated hereby or thereby, any Advance or Letter of Credit, or the use of the proceeds thereof. To the fullest extent permitted by applicable law, no Indemnitee shall assert, and each Indemnitee hereby waives, any claim against the Borrower, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document, the transactions contemplated hereby or thereby, any Advance or Letter of Credit, or the use of the proceeds thereof; provided that this waiver shall in no way limit the Borrower’s indemnification obligations in Section 7.03(b) to the extent of any claim by any Person other than the Borrower, the Parent or any Indemnitee or its Related Parties for any of the foregoing to the extent such claim would be covered by Section 7.03(b).

Expenses; Indemnification. (a) The Borrower Company shall pay reimburse the Administrative Agent, the Arrangers and their respective Affiliates for any reasonable out-of-pocket costs and expenses documented in reasonable detail (i) limited in the case of legal fees and expenses, to the reasonable fees, charges and disbursements of one firm of counsel and a single firm of local counsel in each relevant jurisdiction, in each case acting for the foregoing collectively), upon presentation of a reasonably detailed statement of all reasonable such costs and documented out of pocket expenses expenses, paid or incurred by the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers and their respective Affiliates (including the reasonable and documented fees and expenses of counsel for the Administrative Agent), in connection with the syndication preparation, negotiation, execution, delivery, syndication, review, amendment, modification, and administration (including, without limitation, preparation of the credit facility evidenced by this Agreementreports described below) of the Loan Documents (which, in the case of preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents (other than the Support Agreement) or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummatedlimited to a single counsel and a single local counsel in each relevant jurisdiction), (ii) without duplication of any fees separately agreed to by the Borrower, as well as all reasonable out-of-pocket costs and documented out of pocket expenses incurred by any LC Issuing Bank (other than overhead expenses and other similar expenses) the Issuers in connection with the issuance, amendment, renewal or extension of any Letter Facility Letters of Credit or any demand for payment thereunder thereunder. The Company also agrees to reimburse the Administrative Agent, the Issuers and the Lenders for any reasonable out-of-pocket costs and expenses (iiilimited in the case of legal fees and expenses, to the fees, charges and disbursements of one firm of counsel and a single firm of local counsel in each relevant jurisdiction, in each case acting for the foregoing collectively, plus in the case of an actual or perceived conflict of interest where the person affected by such conflict informs the Company of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected person 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) all documented out of pocket expenses for such affected person) paid or incurred by the Administrative Agent, any Lender, any Swing Line Bank Issuer or any LC Issuing Bank (including the documented fees and expenses of any counsel for the Administrative Agent, any Lender, any Swing Line Bank or any LC Issuing Bank), Lender in connection with the collection and enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents. The Company also agrees to reimburse each of the Initial TLA-1 Principal Lenders for any reasonable and documented out-of-pocket costs and expenses (including, including its rights under this Sectionwithout limitation, the reasonable and documented fees, expenses and disbursements of Stroock & Stroock & ▇▇▇▇▇ LLP, as counsel to an Initial TLA-1 Principal Lender, and ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel to an Initial TLA-1 Principal Lender, and any reasonably necessary local or (Bforeign counsel and other professional advisors, of any Initial TLA-1 Principal Lender) in connection with the Advance made or Letters of Credit issued hereunderSixth Amendment, including all such out actions and investigations undertaken in accordance with the terms of pocket expenses incurred during any workout, restructuring or negotiations the Sixth Amendment in respect of such Advances or Letters the provision of Credit; provided that the Borrower shall only be required to pay the fees and expenses for (x) one (1) outside counsel for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, (y) any local and/or regulatory counsel additional Collateral in any applicable jurisdiction for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks and (z) in the case of a conflict of interest between one or more respect of the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, such additional counsel as may be reasonably necessaryObligations. (b) The Borrower shall Company hereby further agrees to indemnify the Administrative Agent, each Joint Lead Arrangerthe Arrangers, the Issuers, each Lender, Lender and the respective Related Parties of each Swing Line Bank and each LC Issuing Bank, and each Related Party of any of the foregoing Persons (each such Person being called party, an “Indemnitee”) against, and hold each Indemnitee them harmless from, any from and against all losses, claims, damages, liabilities and related expenses, including without limitation, any reasonable and documented out of pocket costs (in reasonable detail) legal fees and expenses (including but limited in the reasonable and documented case of legal fees and expenses expenses, to a single firm of counsel for all such 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 an actual or perceived conflict of interest where the Indemnitee affected by such conflict informs the Company of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnitee 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 such affected Indemnitee)) of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Borrower or the Parent) other than such Indemnitee and its Related Parties to the extent arising out of, in connection with, with or as a result of (i) the execution or delivery of this AgreementTransactions, any other Loan Document or any agreement or instrument contemplated hereby or therebyincluding, without limitation, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions financings contemplated hereby or thereby, (ii) any Advance or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any LC 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, the Parent or any of its Subsidiaries, or any Environmental Proceeding or Environmental Liability related in any way to the Borrower, the Parent transactions connected therewith or any of its Subsidiaries, (iv) any actual or prospective claim, litigation, investigation or proceeding relating to (regardless of whether any such Indemnitee is a party thereto and regardless of the foregoingwhether such claim, whether based on contractlitigation, tort investigation or any other theory, whether proceeding is brought by a third party or by the Borrower, the Parent Company or any of its Subsidiaries, and regardless ) to the extent related to any of whether any Indemnitee is a party thereto, or (v) any claim (including any claim arising from an Environmental Proceeding or Environmental Liability), investigation, litigation or other proceeding (whether or any Indemnitee is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Advances, this Agreement, any other Loan Document, or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby, including reasonable and documented attorneys’ feesforegoing; provided that such the foregoing indemnity shall (x) will not, as to any Indemnitee, be available apply to the extent that such losses, claims, damages, liabilities and related expenses to the extent they (a) are found in a final and non-appealable judgment of a court of competent jurisdiction to have resulted from the willful misconduct or related costs gross negligence of such Indemnitee or any of its Related Parties, (b) result from a claim brought by the Company or any of its Subsidiaries against such Indemnitee or any of its Related Parties for material breach of such Indemnitee’s or any of its Related Parties’ obligations hereunder if the Company or such Subsidiary has obtained a final and expenses are non-appealable judgment in its or its Subsidiary’s favor on such claim as determined by a court of competent jurisdiction by final and nonappealable judgment (1) to have resulted from the gross negligence or willful misconduct of such Indemnitee or (2) to have resulted from a claim brought by the Borrower or the Parent against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document and (y) be limited in the case of attorneys’ fees and expenses to (1) one (1) outside counsel for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, (2c) any local and/or regulatory counsel dispute solely among Indemnitees or their respective Related Parties other than claims against any agent or arranger in its capacity or in fulfilling its role as agent or arranger or any applicable jurisdiction for similar role under the Administrative Agent, Credit Facilities and other than claims to the Syndication Agent, extent arising out of any act or omission on the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks and (3) in the case of a conflict of interest between one or more part of the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, such additional counsel as may be reasonably necessaryCompany or its Affiliates. This Section 7.03(b) paragraph shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. claims or damages arising from any non-Tax claim. (c) To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under paragraph (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), any LC Issuing Bank, any Swing Line Bank or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such LC Issuing Bank, such Swing Line Bank or such Related Party, as the case may be, such Lender’s Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the aggregate outstanding Commitments, or if there are no Commitments outstanding, the outstanding principal amount of the Advances, at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to any LC Issuing Bank or Swing Line Bank solely in its capacity as such, only the Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Lenders’ Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); and provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such LC Issuing Bank or such Swing Line Bank in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such LC Issuing Bank or any such Swing Line Bank in connection with such capacity. The obligations of the Lenders Company under this paragraph (c) are subject to Section 10.6 shall survive the provisions termination of Section 2.21(c). (d) 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 damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document, the transactions contemplated hereby or thereby, any Advance or Letter of Credit, or the use of the proceeds thereof. To the fullest extent permitted by applicable law, no Indemnitee shall assert, and each Indemnitee hereby waives, any claim against the Borrower, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document, the transactions contemplated hereby or thereby, any Advance or Letter of Credit, or the use of the proceeds thereof; provided that this waiver shall in no way limit the Borrower’s indemnification obligations in Section 7.03(b) to the extent of any claim by any Person other than the Borrower, the Parent or any Indemnitee or its Related Parties for any of the foregoing to the extent such claim would be covered by Section 7.03(b).

Expenses; Indemnification. (a) The Borrower shall pay (i) reimburse the Administrative Agent and each Arranger upon demand for all reasonable and documented out of pocket expenses paid or incurred by the Administrative Agent or such Arranger, including, without limitation, filing and recording costs and fees, costs of any environmental review, and consultants’ fees, travel expenses and reasonable and documented fees, charges and disbursements of one primary outside counsel and any special or local counsel to the Administrative Agent and the Arrangers, taken as a whole, incurred from time to time, in connection with the due diligence, preparation, administration, negotiation, execution, delivery, syndication, distribution (including, without limitation, via DebtX and any other internet service selected by the Administrative Agent), review, amendment, modification, and administration of the Loan Documents. The Borrower also agrees to reimburse the Administrative Agent, the Syndication AgentArrangers, the Joint Lead Arrangers LC Issuers and their Affiliates (including the Lenders for any reasonable and documented fees costs and out-of-pocket expenses, including, without limitation, filing and recording costs and fees, costs of any environmental review, and consultants’ fees, travel expenses and reasonable fees, charges and disbursements of outside counsel (which, in the case of legal counsel, shall be limited to the reasonable fees, charges and disbursements of (i) one primary counsel and any special and local counsel for the Administrative Agent, the Arrangers and the Lenders (including the LC Issuers), in connection with the syndication of the credit facility evidenced by this Agreementtaken as a whole, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents (other than the Support Agreement) or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) without duplication in the event of any fees separately agreed actual or potential conflicts of interest, one additional primary counsel and any additional special and local counsel, in each case, for all similarly situated Lenders (including the LC Issuers, if similarly situated), taken as a whole) to by the BorrowerAdministrative Agent, all reasonable the Arrangers, the LC Issuers and documented out of pocket expenses incurred by any LC Issuing Bank (other than overhead expenses and other similar expenses) in connection with the issuance, amendment, renewal Lenders paid or extension of any Letter of Credit or any demand for payment thereunder and (iii) all documented out of pocket expenses incurred by the Administrative Agent, any LenderArranger, any Swing Line Bank LC Issuer or any LC Issuing Bank (including the documented fees and expenses of any counsel for the Administrative Agent, any Lender, any Swing Line Bank or any LC Issuing Bank), Lender in connection with the collection and enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights . Expenses being reimbursed by the Borrower under this SectionSection 9.6(a) include, or (B) without limitation, reasonable and documented costs and expenses incurred in connection with the Advance made Reports described in the following sentence. The Borrower acknowledges that from time to time U.S. Bank may prepare and may distribute to the Lenders (but shall have no obligation or Letters of Credit issued hereunder, including all such out of pocket expenses incurred during any workout, restructuring duty to prepare or negotiations in respect of such Advances or Letters of Credit; provided that the Borrower shall only be required to pay the fees and expenses for (x) one (1) outside counsel for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, distribute to the Lenders, ) certain audit reports (the Swing Line Banks and “Reports”) pertaining to the LC Issuing Banks, (y) any local and/or regulatory counsel in any applicable jurisdiction Borrower’s assets for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks and (z) in the case of a conflict of interest between one internal use by U.S. Bank from information furnished to it by or more on behalf of the Administrative AgentBorrower, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, such additional counsel as may be reasonably necessaryafter U.S. Bank has exercised its rights of inspection pursuant to this Agreement. (b) The Borrower shall hereby further agrees to indemnify and hold harmless the Administrative Agent, each Joint Lead Arranger, each LC Issuer, each Lender, each Swing Line Bank and each LC Issuing Banktheir respective affiliates, and each Related Party of any of the foregoing Persons their directors, officers and employees, agents and advisors (each such Person being called each, an “Indemnitee”) against, and hold each Indemnitee harmless from, any and against all losses, claims, damages, penalties, judgments, liabilities and related reasonable documented out of pocket costs and expenses (including including, without limitation, reasonable attorneys’ fees (which, in the case of legal counsel, shall be limited to the reasonable fees, charges and documented fees and expenses of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Borrower or the Parent) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result disbursements of (i) one primary counsel and any special and local counsel for the execution Indemnitees, taken as a whole, and (ii) in the event of any actual or delivery potential conflicts of interest, one additional primary counsel and any additional special and local counsel, in each case, for all similarly situated Indemnitees, taken as a whole, charges and disbursements and settlement costs (including, without limitation, all reasonable and documented expenses of litigation or preparation therefor) whether or not the Administrative Agent, any Arranger, any LC Issuer, any Lender or any affiliate is a party thereto) which any such Indemnitee may pay or incur arising out of or relating to this Agreement, any the other Loan 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 or therebyhereby, (ii) any Advance or Letter of Credit or the use or proposed Borrower’s use of the proceeds therefrom (including any refusal by any LC 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)loan proceeds, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property Property owned or operated by the BorrowerBorrower or any of its Subsidiaries, the Parent any environmental liability related in any way to Borrower or any of its Subsidiaries, or any Environmental Proceeding or Environmental Liability related in any way to the Borrower, the Parent or any of its Subsidiaries, (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, the Parent Borrower or any of its Subsidiaries, and regardless of whether any Indemnitee is a party thereto, or (v) any claim (including any claim arising from an Environmental Proceeding or Environmental Liability), investigation, litigation or other proceeding (whether or any Indemnitee is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Advances, this Agreement, any other Loan Document, or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby direct or thereby, including reasonable and documented attorneys’ fees; provided that such indemnity shall (x) not, as to indirect application or proposed application of the proceeds of any Indemnitee, be available Credit Extension hereunder except to the extent that such losses, claims, damages, liabilities or related costs and expenses they are determined in a final non-appealable judgment by a court of competent jurisdiction by final and nonappealable judgment (1) to have resulted from the gross negligence or willful misconduct of such Indemnitee or (2) to have resulted from a claim brought by the applicable Indemnitee. The obligations of the Borrower or under this Section 9.6 shall survive the Parent against an Indemnitee for breach in bad faith termination of such Indemnitee’s obligations hereunder or under any other Loan Document and (y) be limited in the case of attorneys’ fees and expenses to (1) one (1) outside counsel for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, (2) any local and/or regulatory counsel in any applicable jurisdiction for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks and (3) in the case of a conflict of interest between one or more of the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, such additional counsel as may be reasonably necessarythis Agreement. This Section 7.03(b9.6(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) To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under paragraph (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), any LC Issuing Bank, any Swing Line Bank or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such LC Issuing Bank, such Swing Line Bank or such Related Party, as the case may be, such Lender’s Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the aggregate outstanding Commitments, or if there are no Commitments outstanding, the outstanding principal amount of the Advances, at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to any LC Issuing Bank or Swing Line Bank solely in its capacity as such, only the Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Lenders’ Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); and provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such LC Issuing Bank or such Swing Line Bank in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such LC Issuing Bank or any such Swing Line Bank in connection with such capacity. The obligations of the Lenders under this paragraph (c) are subject to the provisions of Section 2.21(c). (d) 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 damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document, the transactions contemplated hereby or thereby, any Advance or Letter of Credit, or the use of the proceeds thereof. To the fullest extent permitted by applicable law, no Indemnitee shall assert, and each Indemnitee hereby waives, any claim against the Borrower, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document, the transactions contemplated hereby or thereby, any Advance or Letter of Credit, or the use of the proceeds thereof; provided that this waiver shall in no way limit the Borrower’s indemnification obligations in Section 7.03(b) to the extent of any claim by any Person other than the Borrower, the Parent or any Indemnitee or its Related Parties for any of the foregoing to the extent such claim would be covered by Section 7.03(b).

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses of the Administrative Agent, including reasonable fees and documented out disbursements of one special counsel for the Administrative Agent, in connection with the preparation of this Agreement, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default with respect to the Borrower hereunder and (ii) if an Event of Default with respect to the Borrower occurs, all reasonable out-of-pocket expenses incurred by the Administrative AgentAgent or any Lender, the Syndication Agent, the Joint Lead Arrangers and their Affiliates (including the reasonable and documented fees and expenses disbursements of one primary counsel for the Administrative AgentAgent and the Lenders (and (x) if necessary, a single firm of local counsel to the Administrative Agent and the Lenders in each appropriate jurisdiction and (y) solely in the case of any actual or potential conflict of interest, one additional counsel in each relevant jurisdiction to the affected Persons similarly situated), in connection with the syndication such Event of the credit facility evidenced by this Agreement, the preparation, negotiation, execution, delivery Default and administration of this Agreement and the other Loan Documents (other than the Support Agreement) or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) without duplication of any fees separately agreed to by the Borrower, all reasonable and documented out of pocket expenses incurred by any LC Issuing Bank (other than overhead expenses collection and other similar expenses) 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 expenses incurred by the Administrative Agent, any Lender, any Swing Line Bank or any LC Issuing Bank (including the documented fees and expenses of any counsel for the Administrative Agent, any Lender, any Swing Line Bank or any LC Issuing Bank), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Advance 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 Advances or Letters of Credit; provided that the Borrower shall only be required to pay the fees and expenses for (x) one (1) outside counsel for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, (y) any local and/or regulatory counsel in any applicable jurisdiction for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks and (z) in the case of a conflict of interest between one or more of the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, such additional counsel as may be reasonably necessaryproceedings resulting therefrom. (b) The Borrower shall agrees to indemnify the Administrative Agent, each Joint Lead Arranger, each Lender, each Swing Line Bank Agent and each LC Issuing Bank, Lender and each the respective Related Party of any Parties 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, claimspenalties, damages, liabilities and related reasonable documented out of pocket costs and expenses (including the reasonable and documented fees and expenses of any kind, including, without limitation, the reasonable fees and disbursements of one counsel for all Indemnitees taken as a whole and, in the case of any Indemnitee)actual or potential conflict of interest, one additional counsel to each group of affected Indemnitees similarly situated taken as a whole, which may be incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Borrower or the Parent) other than such Indemnitee and its Related Parties arising out of, in connection with, of or as a result of (i) the execution or delivery of this Agreement, any other 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 Advance or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any LC 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, the Parent or any of its Subsidiaries, or any Environmental Proceeding or Environmental Liability related in any way to the Borrower, the Parent or any of its Subsidiaries, (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, the Parent or any of its Subsidiaries, and regardless of whether any Indemnitee is a party thereto, or (v) any claim (including any claim arising from an Environmental Proceeding or Environmental Liability), investigation, litigation or other proceeding (whether or any not such Indemnitee is shall be designated a party thereto) and the prosecution and defense thereof, relating to or arising out of or in any way connected with the Advances, this Agreement, any other Loan Document, or any documents contemplated by actual or referred to herein or therein or the transactions contemplated hereby or thereby, including reasonable and documented attorneys’ feesproposed use of proceeds of Loans hereunder; provided that no Indemnitee shall have the right to be indemnified hereunder for such indemnity shall (x) not, Indemnitee’s own gross negligence or willful misconduct as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related costs and expenses are determined by a court of competent jurisdiction by final and nonappealable judgment (1) to have resulted from the gross negligence or willful misconduct of such Indemnitee or (2) to have resulted from a claim brought by the Borrower or the Parent against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document and (y) be limited in the case of attorneys’ fees and expenses to (1) one (1) outside counsel for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, (2) any local and/or regulatory counsel in any applicable jurisdiction for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks and (3) in the case of a conflict of interest between one or more of the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, such additional counsel as may be reasonably necessary. This Section 7.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimjurisdiction. (c) To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under paragraph (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), any LC Issuing Bank, any Swing Line Bank or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such LC Issuing Bank, such Swing Line Bank or such Related Party, as the case may be, such Lender’s Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the aggregate outstanding Commitments, or if there are no Commitments outstanding, the outstanding principal amount of the Advances, at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to any LC Issuing Bank or Swing Line Bank solely in its capacity as such, only the Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Lenders’ Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); and provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such LC Issuing Bank or such Swing Line Bank in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such LC Issuing Bank or any such Swing Line Bank in connection with such capacity. The obligations of the Lenders under this paragraph (c) are subject to the provisions of Section 2.21(c). (d) 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 damages) arising out of, in connection with, or as a result of, this Agreement, or any other Loan Documentagreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Advance or Letter of CreditLoan, or the use of the proceeds thereof. To No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the fullest extent permitted use by applicable lawunintended recipients of any information or other materials distributed by it through telecommunications, no Indemnitee shall assert, and each Indemnitee hereby waives, any claim against the Borrower, on any theory of liability, for special, indirect, consequential electronic or punitive damages (as opposed to direct or actual damages) arising out of, other information transmission systems in connection with, with this Agreement or as a result of, this Agreement, any other Loan Document, the transactions contemplated hereby or thereby, any Advance or Letter of Credit, or the use of the proceeds thereof; provided that this waiver shall in no way limit the Borrower’s indemnification obligations in Section 7.03(b) to the extent of any claim by any Person other than the Borrower, the Parent or any Indemnitee or its Related Parties for any of the foregoing to the extent such claim would be covered by Section 7.03(b).

Expenses; Indemnification. Subject to the provisions of this Agreement, the Borrower will pay (a) The Borrower shall pay (i) all reasonable and documented out of out-of-pocket costs and expenses incurred by the Administrative Agent, the Syndication Agent, Sustainability Structuring Agent and each Arranger and any Related Party of any of the Joint Lead Arrangers and their Affiliates foregoing (including the reasonable and documented fees legal fees, out-of-pocket costs and other reasonable expenses of counsel for the Administrative Agent and the Sustainability Structuring Agent), ) in connection with the syndication preparation, execution and delivery of the credit facility evidenced by this Agreement, the preparationNotes, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents (other than the Support Agreement) or and any amendments, modifications or waivers hereto or thereto; provided that payments in respect of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby legal fees and expenses shall be consummatedlimited to reasonable and documented costs and expenses of a single external counsel to the Administrative Agent, the Sustainability Structuring Agent and each Arranger and their respective Related Parties and, if reasonably necessary, one local or special counsel in any relevant jurisdiction to such Persons (and, in the case of an actual or perceived conflict of interest where the Person affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Person, and, if reasonably necessary, of a single firm of local or special counsel acting in multiple jurisdictions), (ii) without duplication of any fees separately agreed to by the Borrower, all reasonable and documented out of pocket expenses incurred by any LC Issuing Bank (other than overhead expenses and other similar expenses) in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iiib) all documented out of out-of-pocket costs and expenses incurred by the Administrative Agent, any Lender, any Swing Line Bank or any LC Issuing Bank the Sustainability Structuring Agent and the Lenders (including the documented fees fees, charges and expenses disbursements of any counsel for to the Administrative Agent, any Lender, any Swing Line Bank or any LC Issuing Bank), the Sustainability Structuring Agent and the Lenders) in connection with the enforcement or and protection of its the rights (A) in connection with of the Lenders under this Agreement and Agreement, the Notes or the other Loan Documents, including its rights under this Section, or and (Bc) in connection with all reasonable and documented out-of-pocket costs and expenses of periodic audits by the Advance made or Letters Administrative Agent’s personnel of Credit issued hereunder, including all such out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Advances or Letters of Credit; the Borrower’s books and records provided that so long as an Event of Default has not occurred and is continuing, the Borrower shall only be required to pay the fees and expenses for (x) only one (1) outside counsel for such audit during any year. The Borrower further agrees to indemnify the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, Sustainability Structuring Agent and the Lenders, the Swing Line Banks and the LC Issuing Banks, (y) any local and/or regulatory counsel in any applicable jurisdiction for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks and (z) in the case of a conflict of interest between one or more of the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, each such additional counsel as may be reasonably necessary. (b) The Borrower shall indemnify the Administrative Agent, each Joint Lead Arranger, each Lender, each Swing Line Bank and each LC Issuing BankPerson’s respective Affiliates, and each Related Party of any of the foregoing Persons such Person’s and their Affiliates’ respective directors, officers, employees, agents and advisors (each such Person being called each, an “IndemniteeIndemnified Party”) against, and hold each Indemnitee harmless from, any and against all losses, claims, damages, penalties, judgments, liabilities and related expenses (including, without limitation, all charges and disbursements of counsel (limited to reasonable and documented out of pocket costs and expenses (including the reasonable and documented fees and expenses of any a single external counsel for all Indemnified Parties, taken as a whole, and, if reasonably necessary, one local or special counsel for all Indemnified Parties, taken as a whole, in any Indemnitee)relevant jurisdiction to such Persons, incurred and in the case of an actual or perceived conflict of interest, where an Indemnified Party affected by any Indemnitee or asserted against any Indemnitee by any Person (including such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnified Party and, if reasonably necessary, of a single firm of local or the Parentspecial counsel acting in multiple jurisdictions)) other than such Indemnitee and its Related Parties 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 Loan 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 or thereby, (ii) any Advance the direct or Letter of Credit or the use indirect application or proposed use application of the proceeds therefrom (including of any refusal by any LC Issuing Bank to honor a demand for payment under a Letter of Credit if Borrowing hereunder, except that the documents presented in connection with such demand do foregoing indemnity shall 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, the Parent or any of its Subsidiaries, or any Environmental Proceeding or Environmental Liability related in any way to the Borrower, the Parent or any of its Subsidiaries, (iv) any actual or prospective claim, litigation, investigation or proceeding relating apply to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower, the Parent or any of its Subsidiaries, and regardless of whether any Indemnitee is a party thereto, or (v) any claim (including any claim arising from an Environmental Proceeding or Environmental Liability), investigation, litigation or other proceeding (whether or any Indemnitee is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Advances, this Agreement, any other Loan Document, or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby, including reasonable and documented attorneys’ fees; provided that such indemnity shall (x) not, as to any Indemnitee, be available Indemnified Party to the extent that such any losses, claims, damages, liabilities or related costs and expenses etc. are determined by a court of competent jurisdiction by a final and nonappealable non-appealable judgment (1) to have resulted from the gross negligence or such Indemnified Party’s Gross Negligence, willful misconduct or a breach in bad faith of its express obligations under the Loan Documents. In the case of an investigation, litigation or proceeding to which the indemnity in this Section applies, such Indemnitee indemnity shall be effective whether or (2) to have resulted from a claim not such investigation, litigation or proceeding is brought by the Borrower or the Parent against General Partner or the Borrower’s or the General Partner’s equity holders or creditors or an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document and (y) be limited in the case of attorneys’ fees and expenses to (1) one (1) outside counsel for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, (2) any local and/or regulatory counsel in any applicable jurisdiction for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks and (3) in the case of a conflict of interest between one or more of the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, such additional counsel as may be reasonably necessary. This Section 7.03(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) To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under paragraph (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), any LC Issuing Bank, any Swing Line Bank or any Related Indemnified Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such LC Issuing Bank, such Swing Line Bank or such Related Party, as the case may be, such Lender’s Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the aggregate outstanding Commitments, or if there are no Commitments outstanding, the outstanding principal amount of the Advances, at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to any LC Issuing Bank or Swing Line Bank solely in its capacity as such, only the Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Lenders’ Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); and provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such LC Issuing Bank or such Swing Line Bank in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such LC Issuing Bank or any such Swing Line Bank in connection with such capacityotherwise party thereto. The obligations of the Lenders Borrower under this paragraph (c) are subject to Section shall survive the provisions termination of Section 2.21(c). (d) 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 damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document, the transactions contemplated hereby or thereby, any Advance or Letter of Credit, or the use of the proceeds thereof. To the fullest extent permitted by applicable law, no Indemnitee shall assert, and each Indemnitee hereby waives, any claim against the Borrower, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document, the transactions contemplated hereby or thereby, any Advance or Letter of Credit, or the use of the proceeds thereof; provided that this waiver shall in no way limit the Borrower’s indemnification obligations in Section 7.03(b) to the extent of any claim by any Person other than the Borrower, the Parent or any Indemnitee or its Related Parties for any of the foregoing to the extent such claim would be covered by Section 7.03(b).

Expenses; Indemnification. (ai) The Borrower shall pay (i) all agrees to reimburse the Agent for any reasonable and documented out of out-of-pocket expenses incurred by the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers and their Affiliates (including the reasonable and documented fees and expenses of one counsel for to the Administrative Agent), ) paid or incurred by the Agent in connection with the syndication of the credit facility evidenced by this Agreement, the preparation, negotiation, execution, delivery syndication, distribution and administration of this Agreement the Loan Documents, any waiver or consent hereunder or any amendment hereof. The Borrower agrees to reimburse the Agent and the other Loan Documents Lenders for any reasonable and documented out-of-pocket expenses (other than the Support Agreement) or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby which shall be consummatedlimited, in the case of counsel fees and expenses, to the reasonable and documented fees, disbursements and other charges of (x) one counsel to the Administrative Agent (and one local counsel to the Administrative Agent in each relevant jurisdiction), (iiy) without duplication one counsel to all of any fees separately agreed the other Lenders taken as a whole (and one local counsel to the Lenders in each relevant jurisdiction) and (z) solely in the event of an actual or perceived conflict of interest (as reasonably determined by the BorrowerAdministrative Agent or the applicable Lender(s)), all reasonable one additional counsel (and documented out one local counsel in each relevant jurisdiction) for each group of pocket expenses incurred by any LC Issuing Bank (other than overhead expenses and other similar expensessimilarly affected Lenders taken as a whole) in connection with the issuance, amendment, renewal paid or extension of any Letter of Credit or any demand for payment thereunder and (iii) all documented out of pocket expenses incurred by the Administrative Agent, any Lender, any Swing Line Bank Agent or any LC Issuing Bank (including the documented fees and expenses of any counsel for the Administrative Agent, any Lender, any Swing Line Bank or any LC Issuing Bank), Lender in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Advance 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 Advances or Letters of Credit; provided that the Borrower shall only be required to pay the fees and expenses for (x) one (1) outside counsel for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, (y) any local and/or regulatory counsel in any applicable jurisdiction for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks and (z) in the case of a conflict of interest between one or more of the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, such additional counsel as may be reasonably necessary. (bii) The Borrower shall hereby further agrees to indemnify the Administrative Agent, each Joint Lead Arranger, each Lender, each Swing Line Bank Agent and each LC Issuing BankLender and their respective affiliates, directors, officers, agents and each Related Party of any of the foregoing Persons employees (each such Person being called an “Indemnitee”) against, from and hold each Indemnitee of them harmless from, against any and all losses, liabilities, claims, damages, liabilities and related reasonable documented out of pocket costs and or expenses (including the reasonable and documented fees out-of-pocket fees, charges and expenses disbursements of any (x) one counsel for any Indemniteeto the Administrative Agent and its affiliated Indemnitees (and one local counsel to the Administrative Agent in each relevant jurisdiction), (y) one counsel to the other Indemnitees taken as a whole (and one local counsel to such Indemnitees in each relevant jurisdiction) and (z) solely in the event of an actual or perceived conflict of interest (as reasonably determined by the applicable Indemnitee(s)), one additional counsel (and one local counsel in each relevant jurisdiction) for each group of similarly affected Indemnitees taken as a whole) reasonably incurred by any Indemnitee of them (except to the extent any of the foregoing is found in a final judgment by a court of competent jurisdiction to have arisen or asserted against any Indemnitee by any Person (including the Borrower or the Parent) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of resulted from (i) the gross negligence, bad faith or willful misconduct of any Indemnitee or any Related Indemnified Person of such Indemnitee, (ii) a material breach of the express obligations of any Indemnitee or any Related Indemnified Person thereof under the Loan Documents, or (iii) any claim, litigation, investigation or proceeding (except to the extent involving any act or omission by the Borrower or any of its Subsidiaries or Affiliates) brought by any Indemnitee against any other Indemnitee or any Related Indemnified Person of any Indemnitee (other than claims against any Indemnitee or any of its Related Indemnified Persons in its capacity or in fulfilling its role as an agent, arranger, bookrunner or any similar role with respect to this Agreement)) arising out of or by reason of any investigation by governmental or judicial authorities or being made a party to any litigation or other similar proceeding related to (a) the execution or and delivery of this Agreement, any other of the Loan Document Documents 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, (iib) any Advance or Letter of Credit or use by the use or proposed use Borrower of the proceeds therefrom (including of any refusal by Loan for the acquisition of any LC Issuing Bank to honor a demand for payment under a Letter other Person, including, without limitation, the reasonable fees, time charges and expenses of Credit if the documents presented outside counsel incurred in connection with any 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, the Parent or any of its Subsidiaries, or any Environmental Proceeding or Environmental Liability related in any way to the Borrower, the Parent or any of its Subsidiaries, (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, the Parent or any of its Subsidiaries, and regardless of whether any Indemnitee is a party thereto, or (v) any claim (including any claim arising from an Environmental Proceeding or Environmental Liability), investigation, litigation or other proceeding (whether or any proceeding. As used in this Section 9.15(ii), “Related Indemnified Person” of an Indemnitee is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Advances, this Agreement, any other Loan Document, or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby, including reasonable and documented attorneys’ fees; provided that such indemnity shall (x) not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related costs and expenses are determined by a court of competent jurisdiction by final and nonappealable judgment means (1) to have resulted from any Controlling Person or Controlled Affiliate of such Indemnitee, (2) the gross negligence respective directors, officers or willful misconduct employees of such Indemnitee or any of its Controlling Persons or Controlled Affiliates and (23) to have resulted from a claim brought by the Borrower respective agents, advisors or the Parent against an Indemnitee for breach in bad faith representatives of such Indemnitee’s obligations hereunder Indemnitee or under any other Loan Document and (y) be limited of its Controlling Persons or Controlled Affiliates, in the case of attorneys’ fees and expenses to (1) one (1) outside counsel for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, (2) any local and/or regulatory counsel in any applicable jurisdiction for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks and this clause (3) in the case of a conflict of interest between one or more of the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, such additional counsel as may be reasonably necessary. This Section 7.03(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) To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under paragraph (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), any LC Issuing Bankacting on behalf of or at the instructions of such Indemnitee, any Swing Line Bank or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such LC Issuing Bank, such Swing Line Bank Controlling Person or such Related Party, as the case may be, such Lender’s Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the aggregate outstanding Commitments, or if there are no Commitments outstanding, the outstanding principal amount of the Advances, at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender)Controlled Affiliate; provided that with respect each reference to such unpaid amounts owed a Controlling Person, Controlled Affiliate, director, officer or employee in this sentence pertains to any LC Issuing Bank a Controlling Person, Controlled Affiliate, director, officer or Swing Line Bank solely employee involved in its capacity as suchthe structuring, only the Lenders shall be required to pay such unpaid amountsarrangement, such payment to be made severally among them based on such Lenders’ Pro Rata Share (determined as negotiation or syndication of the time that the applicable unreimbursed expense or indemnity payment is sought); and provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred credit facility evidenced by or asserted against the Administrative Agent (or any such sub-agent), such LC Issuing Bank or such Swing Line Bank in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such LC Issuing Bank or any such Swing Line Bank in connection with such capacitythis Agreement. The obligations of the Lenders Borrower under this paragraph (c) are subject to Section 9.5 shall survive the provisions termination of Section 2.21(c). (d) 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 damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document, the transactions contemplated hereby or thereby, any Advance or Letter of Credit, or the use of the proceeds thereof. To the fullest extent permitted by applicable law, no Indemnitee shall assert, and each Indemnitee hereby waives, any claim against the Borrower, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document, the transactions contemplated hereby or thereby, any Advance or Letter of Credit, or the use of the proceeds thereof; provided that this waiver shall in no way limit the Borrower’s indemnification obligations in Section 7.03(b) to the extent of any claim by any Person other than the Borrower, the Parent or any Indemnitee or its Related Parties for any of the foregoing to the extent such claim would be covered by Section 7.03(b).

Expenses; Indemnification. (a) The Borrower shall agrees to pay (i) on demand all reasonable reasonably and documented out actually incurred costs and expenses of pocket expenses incurred by the Administrative AgentAgents, NationsBanc ▇▇▇▇▇▇▇▇▇▇ Securities LLC and the Lenders in connection with the syndication, preparation, execution, delivery, administration, modification, and amendment of this Agreement, the Syndication Agentother Loan Documents, and the other documents to be delivered under this Agreement, including, without limitation, the Joint Lead Arrangers and their Affiliates (including the reasonable and documented fees and expenses of counsel for the Administrative Agent, NationsBanc ▇▇▇▇▇▇▇▇▇▇ Securities LLC and the Lenders (including the cost of internal counsel) with respect thereto and with respect to advising the Administrative Agent or any Lender as to their rights and responsibilities under the Loan Documents. The Borrower further agrees to pay on demand all reasonably and actually incurred costs and expenses of the Agents and the Lenders, if any (including, without limitation, reasonable and actually incurred attorneys' fees and expenses and the reasonably and actually incurred cost of internal counsel), in connection with the syndication enforcement (whether through negotiations, legal proceedings, or otherwise) of the credit facility evidenced by this Agreement, the preparation, negotiation, execution, delivery and administration of this Agreement Loan Documents and the other documents to be delivered under this Agreement. (b) The Borrower agrees to indemnify and hold harmless each Agent and each Lender and each of their Affiliates (including, without limitation, NationsBanc ▇▇▇▇▇▇▇▇▇▇ Securities LLC) and their respective officers, directors, employees, agents, and advisors (each, an "Indemnified Party") from and against any and all claims, damages, losses, liabilities, costs, and expenses (including, without limitation, reasonable and actually incurred attorneys' fees) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation, or proceeding or preparation of defense in connection therewith) the Loan Documents (Documents, any of the transactions contemplated in this Agreement or the actual or proposed use of the proceeds of the Loans, except to the extent such claim, damage, loss, liability, cost, or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct. In the case of an investigation, litigation or other than proceeding to which the Support Agreement) indemnity in this Section 13.2 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Credit Party, its directors, shareholders or creditors or an Indemnified Party or any amendments, modifications other Person or waivers of the provisions hereof or thereof (any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby or thereby shall be are consummated), (ii) without duplication of . The Borrower agrees not to assert any fees separately agreed to by the Borrower, all reasonable and documented out of pocket expenses incurred by claim against any LC Issuing Bank (other than overhead expenses and other similar expenses) 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 expenses incurred by the Administrative Agent, any Lender, any Swing Line Bank of their Affiliates, or any LC Issuing Bank (including the documented fees and expenses of any counsel for the Administrative Agent, any Lender, any Swing Line Bank or any LC Issuing Bank), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Advance 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 Advances or Letters of Credit; provided that the Borrower shall only be required to pay the fees and expenses for (x) one (1) outside counsel for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, (y) any local and/or regulatory counsel in any applicable jurisdiction for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks and (z) in the case of a conflict of interest between one or more of the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, such additional counsel as may be reasonably necessary. (b) The Borrower shall indemnify the Administrative Agent, each Joint Lead Arranger, each Lender, each Swing Line Bank and each LC 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 reasonable documented out of pocket costs and expenses (including the reasonable and documented fees and expenses of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Borrower or the Parent) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other 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 therebydirectors, (ii) any Advance or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any LC 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)officers, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borroweremployees, the Parent or any of its Subsidiariesattorneys, or any Environmental Proceeding or Environmental Liability related in any way to the Borrower, the Parent or any of its Subsidiaries, (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, the Parent or any of its Subsidiariesagents, and regardless of whether any Indemnitee is a party thereto, or (v) any claim (including any claim arising from an Environmental Proceeding or Environmental Liability), investigation, litigation or other proceeding (whether or any Indemnitee is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Advances, this Agreement, any other Loan Document, or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby, including reasonable and documented attorneys’ fees; provided that such indemnity shall (x) not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related costs and expenses are determined by a court of competent jurisdiction by final and nonappealable judgment (1) to have resulted from the gross negligence or willful misconduct of such Indemnitee or (2) to have resulted from a claim brought by the Borrower or the Parent against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document and (y) be limited in the case of attorneys’ fees and expenses to (1) one (1) outside counsel for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, (2) any local and/or regulatory counsel in any applicable jurisdiction for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks and (3) in the case of a conflict of interest between one or more of the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, such additional counsel as may be reasonably necessary. This Section 7.03(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) To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under paragraph (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), any LC Issuing Bank, any Swing Line Bank or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such LC Issuing Bank, such Swing Line Bank or such Related Party, as the case may be, such Lender’s Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the aggregate outstanding Commitments, or if there are no Commitments outstanding, the outstanding principal amount of the Advances, at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to any LC Issuing Bank or Swing Line Bank solely in its capacity as such, only the Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Lenders’ Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); and provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such LC Issuing Bank or such Swing Line Bank in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such LC Issuing Bank or any such Swing Line Bank in connection with such capacity. The obligations of the Lenders under this paragraph (c) are subject to the provisions of Section 2.21(c). (d) To the fullest 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 direct or actual damages) arising out of, in connection with, of or as a result of, this Agreementotherwise relating to the Loan Documents, any other Loan Document, of the transactions contemplated hereby or thereby, any Advance or Letter of Credit, in this Agreement or the actual or proposed use of the proceeds thereof. To of the fullest extent permitted by applicable law, no Indemnitee shall assert, and each Indemnitee hereby waives, Loans. (c) Without prejudice to the survival of any claim against other agreement of the Borrower, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, Borrower under this Agreement, any other Loan Document, the transactions contemplated hereby or thereby, any Advance or Letter of Credit, or the use agreements and obligations of the proceeds thereof; provided that Borrower contained in this waiver Section 13.2 shall survive the payment in no way limit the Borrower’s indemnification obligations in Section 7.03(b) to the extent of any claim by any Person other than the Borrower, the Parent or any Indemnitee or its Related Parties for any full of the foregoing to the extent such claim would be covered by Section 7.03(b)Loans and all other amounts payable under this Agreement.

Expenses; Indemnification. (ai) The Borrower shall pay (i) all reimburse the Agent and the Arrangers for any reasonable costs, internal charges and documented out of out-of-pocket expenses (including outside attorneys’ fees and time charges of attorneys for the Agent and expenses of and fees for other advisors and professionals engaged by the Agent or the Arrangers of one counsel to the Agent and the Arrangers and one counsel in each relevant local jurisdiction and, in the case of an actual or reasonably perceived conflict of interest where the parties affected by such conflict notify the Borrower of any existence of such conflict and has retained its own counsel, of another firm of counsel for such affected parties) paid or incurred by the Administrative Agent, Agent or the Syndication Agent, the Joint Lead Arrangers and their Affiliates (including the reasonable and documented fees and expenses of counsel for the Administrative Agent), in connection with the syndication of the credit facility evidenced by this Agreementinvestigation, the preparation, negotiation, documentation, execution, delivery delivery, syndication, distribution (including, without limitation, via the internet), review, amendment, modification and administration of the Loan Documents. The Borrower also agrees to reimburse the Agent, the Arrangers, the LC Issuers, and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including outside attorneys’ fees and time charges and expenses of attorneys of one counsel for the Agent, the Arrangers, the LC Issuers, and the Lenders and one counsel in each relevant local jurisdiction and, in the case of an actual or reasonably perceived conflict of interest where the parties affected by such conflict notify the Borrower of any existence of such conflict and has retained its own counsel, of another firm of counsel for such affected parties) paid or incurred by the Agent, the Arrangers, any LC Issuer, or any Lender in connection with the collection and enforcement of the Loan Documents. In addition to expenses set forth above, the Borrower agrees to reimburse, without duplication, the Agent, promptly after the Agent’s request therefor, for each audit and field exam, or other business analysis performed by or for the benefit of the Holders of Secured Obligations in accordance with Section 6.9 of this Agreement and or the other Loan Documents in an amount equal to the Agent’s then customary charges for each person employed to perform such audit, field exam or analysis (other than which, solely with respect to charges for audits of Collateral, shall not exceed a rate of $850 per day for the Support Agreement) or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummatedAgent performing such audit), plus all reasonable costs and expenses (including without limitation, travel expenses) incurred by the Agent in the performance of such audit or analysis. (ii) without duplication of any fees separately agreed to by the Borrower, all reasonable and documented out of pocket expenses incurred by any LC Issuing Bank (other than overhead expenses and other similar expenses) 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 expenses incurred by the Administrative Agent, any Lender, any Swing Line Bank or any LC Issuing Bank (including the documented fees and expenses of any counsel for the Administrative Agent, any Lender, any Swing Line Bank or any LC Issuing Bank), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Advance 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 Advances or Letters of Credit; provided that the Borrower shall only be required to pay the fees and expenses for (x) one (1) outside counsel for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, (y) any local and/or regulatory counsel in any applicable jurisdiction for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks and (z) in the case of a conflict of interest between one or more of the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, such additional counsel as may be reasonably necessary. (b) The Borrower shall hereby further agrees to indemnify the Administrative Agent, each Joint Lead Arranger, each LC Issuer, each Lender, each Swing Line Bank and each LC Issuing Banktheir respective affiliates, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) againsttheir directors, officers, employees, agents and hold each Indemnitee harmless from, any and advisors against all losses, claims, damages, penalties, judgments, liabilities and related expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not the Agent, any Arranger, any LC Issuer, any Lender or any affiliate is a party thereto, and all reasonable documented out attorneys’ fees, time charges and reasonable expenses of pocket costs one firm of counsel for all indemnified parties, taken as a whole (and, in the case of an actual or perceived conflict of interest where the indemnified parties affected by such conflict notify the Borrower of any existence of such conflict and expenses in connection with the investigating or defending any of the foregoing (including the reasonable and documented fees and expenses fees) has retained its own counsel, of any another firm of counsel for any Indemniteesuch affected indemnified parties), incurred by and to the extent required, one firm or local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) which any Indemnitee of them may pay or asserted against any Indemnitee by any Person (including the Borrower or the Parent) other than such Indemnitee and its Related Parties 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 Loan 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 or therebyhereby, (ii) any Advance or Letter of Credit or the use or proposed use of the proceeds therefrom (collectively, “Indemnified Costs”, including any refusal by any LC Issuing Bank such Indemnified Costs arising out of or relating 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, the Parent Borrower or any of its Subsidiaries, Affiliate thereof or any liability under Environmental Proceeding or Environmental Liability Laws related in any way to the Borrower, the Parent property or any of its Subsidiaries, (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any operations of the foregoingBorrower or its Affiliates, or the direct or indirect application or proposed application of the proceeds of any Credit Extension hereunder, and whether based on contractarising in a suit, tort claim or any other theory, whether action brought by a third party or by the Borrower, the Parent Borrower or any of its Subsidiaries, and regardless of whether any Indemnitee is a party thereto, or (v) any claim (including any claim arising from an Environmental Proceeding or Environmental Liability), investigation, litigation or other proceeding (whether or any Indemnitee is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Advances, this Agreement, any other Loan Document, or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby, including reasonable and documented attorneys’ fees; provided that such indemnity the Borrower shall (x) not, as have no obligation hereunder to any Indemnitee, be available Indemnified Party with respect to the extent that such losses, claims, damages, indemnified liabilities or related costs and expenses are determined by a court of competent jurisdiction by final and nonappealable judgment arising from (1i) to have resulted from the gross negligence or willful misconduct of such Indemnitee indemnified party or any related Person as determined in a final and non-appealable judgment as determined by a court of competent jurisdiction, (2ii) to have resulted from a claim material breach of the obligations of such indemnified party or any related Person under the terms of this Agreement by such indemnified party or any related Person as determined in the final and non-appealable judgment as determined by a court of competent jurisdiction in a proceeding brought by the Borrower or any Subsidiary, or (iii) any proceeding between and among indemnified parties that does not involve an act or omission by the Parent against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder Borrower or under any other Loan Document and (y) be limited in its Subsidiaries; provided that the case of attorneys’ fees and expenses to (1) one (1) outside counsel for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks LC Issuers and the LC Issuing Banks, (2) any local and/or regulatory counsel in any applicable jurisdiction for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks and (3) in the case of a conflict of interest between one or more of the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, such additional counsel as may be reasonably necessary. This Section 7.03(b) shall not apply with respect Lenders to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. (c) To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under paragraph (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), any LC Issuing Bank, any Swing Line Bank or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such LC Issuing Bank, such Swing Line Bank or such Related Party, as the case may be, such Lender’s Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the aggregate outstanding Commitments, or if there are no Commitments outstanding, the outstanding principal amount of the Advances, at such time) of such unpaid amount (including any such unpaid amount acting in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to any LC Issuing Bank or Swing Line Bank solely in its their capacity as such, only shall remain indemnified in respect of such proceeding, to the Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Lenders’ Pro Rata Share (determined as extent that none of the time that the applicable unreimbursed expense or indemnity payment is sought); and provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent exceptions set forth in clause (or any such sub-agenti), such LC Issuing Bank (ii) or such Swing Line Bank in its capacity as such, or against any Related Party of any (iii) of the foregoing acting for the Administrative Agent (or any immediately preceding proviso applies to such sub-agent), person at such LC Issuing Bank or any such Swing Line Bank in connection with such capacitytime. The obligations of the Lenders Borrower under this paragraph (c) are subject to Section 9.6 shall survive the provisions termination of Section 2.21(c). (d) 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 damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document, the transactions contemplated hereby or thereby, any Advance or Letter of Credit, or the use of the proceeds thereof. To the fullest extent permitted by applicable law, no Indemnitee shall assert, and each Indemnitee hereby waives, any claim against the Borrower, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document, the transactions contemplated hereby or thereby, any Advance or Letter of Credit, or the use of the proceeds thereof; provided that this waiver shall in no way limit the Borrower’s indemnification obligations in Section 7.03(b) to the extent of any claim by any Person other than the Borrower, the Parent or any Indemnitee or its Related Parties for any of the foregoing to the extent such claim would be covered by Section 7.03(b).

Expenses; Indemnification. (a) The Borrower shall pay within thirty (30) days after written notice from the Administrative Agent, (i) all reasonable out-of-pocket costs and documented out expenses of pocket expenses incurred by the Administrative AgentAgent (including, the Syndication Agentwithout limitation, the Joint Lead Arrangers and their Affiliates (including the reasonable and documented fees and expenses disbursements of special counsel for the Administrative Agent▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP ), in connection with any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder, (ii) all reasonable and documented fees and disbursements of special counsel in connection with the syndication of the credit facility evidenced by this AgreementLoans, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents (other than the Support Agreement) or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) without duplication of any fees separately agreed to by the Borrower, all reasonable and documented out of pocket expenses incurred by any LC Issuing Bank (other than overhead expenses and other similar expenses) in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) if an Event of Default occurs, all documented out of reasonable out-of-pocket expenses incurred by the Administrative AgentAgent and each Bank, any Lenderincluding, any Swing Line Bank or any LC Issuing Bank (including the documented without limitation, reasonable and invoiced fees and expenses disbursements of any counsel for the Administrative Agent, any Lender, any Swing Line Bank or any LC Issuing Bank)Agent and each of the Banks, in connection with the enforcement or protection of its rights the Loan Documents and the instruments referred to therein and such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom (provided, however, that the attorneys’ fees and disbursements for which Borrower is obligated under this subsection (a)(iii) shall be limited to the reasonable and invoiced non-duplicative fees and disbursements of (A) in connection with this Agreement counsel for Administrative Agent and the other Loan Documents, including its rights under this Section, or (B) in connection with counsel for all of the Advance made or Letters of Credit issued hereunderBanks as a group; and provided, including further, that all such out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Advances or Letters of Credit; provided that the Borrower shall only be required to pay the fees other costs and expenses for which Borrower is obligated under this subsection (xa)(iii) one shall be limited to the reasonable and invoiced non-duplicative costs and expenses of Administrative Agent). For purposes of this subsection 9.3(a)(iii), (1) outside counsel for Administrative Agent shall mean a single outside law firm representing Administrative Agent and (2) counsel for all of the Banks as a group shall mean a single outside law firm representing such Banks as a group (which law firm may or may not be the same law firm representing the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, (y) any local and/or regulatory counsel in any applicable jurisdiction for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks and (z) in the case of a conflict of interest between one or more of the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, such additional counsel as may be reasonably necessary). (b) The Borrower shall agrees to indemnify the Administrative Agent, each Joint Lead Arranger, each Lender, each Swing Line Bank Agent and each LC Issuing Bank, 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, from and against any and all liabilities, losses, claims, damages, liabilities and related reasonable documented out of pocket costs and expenses (including the reasonable and documented fees and expenses of any counsel for any Indemnitee)kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any Indemnitee investigative, administrative or judicial proceeding that may at any time (including, without limitation, at any time following the payment of the Obligations) be asserted against any Indemnitee by any Person (including the Borrower Indemnitee, as a result of, or the Parent) other than such Indemnitee and its Related Parties arising out of, or in connection withany way related to or by reason of, or as a result of (i) the execution or delivery of this Agreement, any other 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 by the Loan Documents or therebythe execution, delivery or performance of any Loan Document, (ii) any Advance or Letter of Credit violation by the Borrower or the use or proposed use Environmental Affiliates of the proceeds therefrom (including any refusal by any LC 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)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, the Parent Borrower or any of its Subsidiariesthe Environmental Affiliates, including, without limitation, all on-site and off-site activities of Borrower or any Environmental Proceeding or Affiliate involving Materials of Environmental Liability related in any way to the Borrower, the Parent or any of its SubsidiariesConcern, (iv) the breach of any actual environmental representation or prospective claimwarranty set forth herein, litigationbut excluding those liabilities, investigation losses, damages, costs and expenses (a) for which such Indemnitee has been compensated pursuant to the terms of this Agreement or proceeding that are excluded under Section 8.3, (b) incurred solely by reason of the gross negligence, willful misconduct, bad faith or fraud of such Indemnitee as finally determined by a court of competent jurisdiction, (c) arising from any violation of Environmental Law relating to a Property, which violation is caused by the act or omission of such Indemnitee after such Indemnitee takes possession of such Property or (d) owing by such Indemnitee to any third party based upon contractual obligations of such Indemnitee owing to such third party which are not expressly set forth in the Loan Documents. In addition, the indemnification set forth in this Section 9.3(b) in favor of any director, officer, agent or employee of Administrative Agent or any Bank shall be solely in their respective capacities as such director, officer, agent or employee. The Borrower’s obligations under this Section shall survive the termination of this Agreement and the payment of the foregoingObligations. Without limitation of the other provisions of this Section 9.3, whether based on contract, tort or any other theory, whether brought by a third party or by Borrower shall indemnify and hold each of the Borrower, the Parent or any of its Subsidiaries, and regardless of whether any Indemnitee is a party thereto, or (v) any claim (including any claim arising from an Environmental Proceeding or Environmental Liability), investigation, litigation or other proceeding (whether or any Indemnitee is a party thereto) Administrative Agent and the prosecution Banks free and defense thereofharmless from and against all loss, arising out of or in any way connected with the Advances, this Agreement, any other Loan Document, or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby, costs (including reasonable and documented attorneys’ fees; provided fees and expenses), expenses, taxes, and damages (including consequential damages) that such indemnity shall (x) notthe Administrative Agent and the Banks may suffer or incur by reason of the investigation, as to defense and settlement of claims and in obtaining any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related costs and expenses are determined by a court of competent jurisdiction by final and nonappealable judgment (1) to have resulted from the gross negligence or willful misconduct of such Indemnitee or (2) to have resulted from a claim brought by the Borrower prohibited transaction exemption under ERISA or the Parent against an Indemnitee for breach Code necessary in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document and (y) be limited in the case of attorneys’ fees and expenses to (1) one (1) outside counsel for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, (2) any local and/or regulatory counsel in any applicable jurisdiction for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks and (3) in the case of a conflict of interest between one or more ’s reasonable judgment by reason of the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, such additional counsel as may be reasonably necessary. This Section 7.03(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) To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under paragraph (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), any LC Issuing Bank, any Swing Line Bank or any Related Party of any inaccuracy of the foregoingrepresentations and warranties, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such LC Issuing Bank, such Swing Line Bank or such Related Party, as the case may be, such Lender’s Pro Rata Share (determined as a breach of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the aggregate outstanding Commitmentsprovisions, or if there are no Commitments outstanding, the outstanding principal amount of the Advances, at such time) of such unpaid amount (including any such unpaid amount set forth in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to any LC Issuing Bank or Swing Line Bank solely in its capacity as such, only the Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Lenders’ Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); and provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such LC Issuing Bank or such Swing Line Bank in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such LC Issuing Bank or any such Swing Line Bank in connection with such capacity. The obligations of the Lenders under this paragraph (c) are subject to the provisions of Section 2.21(c4.6(b). (d) 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 damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document, the transactions contemplated hereby or thereby, any Advance or Letter of Credit, or the use of the proceeds thereof. To the fullest extent permitted by applicable law, no Indemnitee shall assert, and each Indemnitee hereby waives, any claim against the Borrower, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document, the transactions contemplated hereby or thereby, any Advance or Letter of Credit, or the use of the proceeds thereof; provided that this waiver shall in no way limit the Borrower’s indemnification obligations in Section 7.03(b) to the extent of any claim by any Person other than the Borrower, the Parent or any Indemnitee or its Related Parties for any of the foregoing to the extent such claim would be covered by Section 7.03(b).

Expenses; Indemnification. (a) The Borrower shall pay within thirty (30) days after written notice from the Administrative Agent or the Arranger, (i) all reasonable out-of-pocket costs and expenses of the Administrative Agent (including, without limitation, reasonable and documented out fees and disbursements of special counsel ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP ) or the Arranger, as applicable, in connection with any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder, (ii) all reasonable and documented fees and disbursements of special counsel in connection with the syndication of the Loans, and (iii) if an Event of Default occurs, all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Syndication AgentArranger and each Bank, the Joint Lead Arrangers and their Affiliates (including the including, without limitation, reasonable and documented invoiced fees and expenses disbursements of counsel for the Administrative Agent), in connection with the syndication of the credit facility evidenced by this Agreement, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents (other than the Support Agreement) or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) without duplication of any fees separately agreed to by the Borrower, all reasonable and documented out of pocket expenses incurred by any LC Issuing Bank (other than overhead expenses and other similar expenses) 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 expenses incurred by the Administrative Agent, any Lender, any Swing Line Bank or any LC Issuing Bank (including the documented fees and expenses of any counsel for the Administrative Agent, any Lender, any Swing Line Bank or any LC Issuing Bank), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Advance 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 Advances or Letters of Credit; provided that the Borrower shall only be required to pay the fees and expenses for (x) one (1) outside counsel for the Administrative Agent, the Syndication AgentArranger and each of the Banks, in connection with the Joint Lead Arrangers, enforcement of the Lenders, the Swing Line Banks Loan Documents and the LC Issuing Banksinstruments referred to therein and such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom (yprovided, however, that the attorneys’ fees and disbursements for which the Borrower is obligated under this subsection (a)(iii) any local and/or regulatory shall be limited to the reasonable and invoiced non-duplicative fees and disbursements of (A) counsel in any applicable jurisdiction for the Administrative Agent, (B) counsel for the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks Arranger as a group and (zC) in counsel for all of the case of Banks as a conflict of interest between one or more group; and provided, further, that all other costs and expenses for which the Borrower is obligated under this subsection (a)(iii) shall be limited to the reasonable and invoiced non-duplicative costs and expenses of the Administrative Agent). For purposes of this subsection (a)(iii), (1) counsel for the Syndication Administrative Agent shall mean a single outside law firm representing the Administrative Agent, (2) counsel for the Joint Lead Arrangers, Arranger shall mean a single outside law firm representing the Lenders, Arranger as a group (which law firm may or may not be the Swing Line same law firm representing the Administrative Agent) and (3) counsel for all of the Banks and as a group shall mean a single outside law firm representing such Banks as a group (which law firm may or may not be the LC Issuing Banks, such additional counsel as may be reasonably necessarysame law firm representing the Administrative Agent). (b) The Borrower shall agrees to indemnify the Administrative Agent, each Joint Lead Arranger, each Lender, each Swing Line Bank Agent and each LC Issuing Bank, 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, from and against any and all liabilities, losses, claims, damages, liabilities and related reasonable documented out of pocket costs and expenses (including the reasonable and documented fees and expenses of any counsel for any Indemnitee)kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any Indemnitee investigative, administrative or judicial proceeding that may at any time (including, without limitation, at any time following the payment of the Obligations) be asserted against any Indemnitee by any Person (including the Borrower Indemnitee, as a result of, or the Parent) other than such Indemnitee and its Related Parties arising out of, or in connection withany way related to or by reason of, or as a result of (i) the execution or delivery of this Agreement, any other 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 by the Loan Documents or therebythe execution, delivery or performance of any Loan Document, (ii) any Advance or Letter of Credit violation by the Borrower or the use or proposed use Environmental Affiliates of the proceeds therefrom (including any refusal by any LC 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)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, the Parent Borrower or any of its Subsidiariesthe Environmental Affiliates, including, without limitation, all on-site and off-site activities of the Borrower or any Environmental Proceeding or Affiliate involving Materials of Environmental Liability related in any way to the Borrower, the Parent or any of its SubsidiariesConcern, (iv) the breach of any actual environmental representation or prospective claimwarranty set forth herein, litigationbut excluding those liabilities, 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, the Parent or any of its Subsidiaries, and regardless of whether any Indemnitee is a party thereto, or (v) any claim (including any claim arising from an Environmental Proceeding or Environmental Liability), investigation, litigation or other proceeding (whether or any Indemnitee is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Advances, this Agreement, any other Loan Document, or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby, including reasonable and documented attorneys’ fees; provided that such indemnity shall (x) not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related costs and expenses (a) for which such Indemnitee has been compensated pursuant to the terms of this Agreement or that are determined excluded under Section 8.3, (b) incurred solely by a court reason of competent jurisdiction by final and nonappealable judgment (1) to have resulted from the gross negligence or willful misconduct of such Indemnitee as determined by a final judgment of a court of competent jurisdiction, (c) arising from any violation of Environmental Law relating to a Property, which violation is caused by the act or omission of such Indemnitee after such Indemnitee takes possession of such Property or (2d) owing by such Indemnitee to have resulted from a claim brought by any third party based upon contractual obligations of such Indemnitee owing to such third party which are not expressly set forth in the Loan Documents. In addition, the indemnification set forth in this Section 9.3(b) in favor of any director, officer, agent or employee of any Agent or any Bank shall be solely in their respective capacities as such director, officer, agent or employee. The Borrower’s obligations under this Section 9.3 shall survive the termination of this Agreement and the payment of the Obligations. Without limitation of the other provisions of this Section 9.3, the Borrower or shall indemnify and hold each of the Parent Agents and the Banks free and harmless from and against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document all loss, costs (including reasonable and (y) be limited in the case of documented attorneys’ fees and expenses to expenses), expenses, taxes, and damages (1including consequential damages) one (1) outside counsel for that the Agents and the Banks may suffer or incur by reason of the investigation, defense and settlement of claims and in obtaining any prohibited transaction exemption under ERISA or the Code necessary in the Administrative Agent’s reasonable judgment by reason of the inaccuracy of the representations and warranties, or a breach of the Syndication Agentprovisions, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, (2) any local and/or regulatory counsel set forth in any applicable jurisdiction for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks and (3) in Section 4.6(b). In the case of a conflict of interest between one an investigation, litigation or more of proceeding to which the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banksindemnity in this paragraph applies, such additional counsel as may indemnity shall be reasonably necessary. This Section 7.03(b) shall effective whether or not apply with respect to Taxes other than any Taxes that represent lossessuch investigation, claimslitigation or proceeding is brought by the Borrower, damages, etc. arising from any non-Tax claim. (c) To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under paragraph (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), any LC Issuing Bank, any Swing Line Bank or any Related Party of any of the foregoingBorrower’s equity holders or creditors, each Lender severally agrees to pay to the Administrative Agent (an Indemnitee or any such sub-agent)other Person, such LC Issuing Bank, such Swing Line Bank whether or such Related Party, as the case may be, such Lender’s Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment not an Indemnitee is sought based on each Lender’s share of the aggregate outstanding Commitments, or if there are no Commitments outstanding, the outstanding principal amount of the Advances, at such time) of such unpaid amount (including any such unpaid amount in respect of otherwise a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to any LC Issuing Bank or Swing Line Bank solely in its capacity as such, only the Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Lenders’ Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); and provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such LC Issuing Bank or such Swing Line Bank in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such LC Issuing Bank or any such Swing Line Bank in connection with such capacity. The obligations of the Lenders under this paragraph (c) are subject to the provisions of Section 2.21(c)party thereto. (d) 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 damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document, the transactions contemplated hereby or thereby, any Advance or Letter of Credit, or the use of the proceeds thereof. To the fullest extent permitted by applicable law, no Indemnitee shall assert, and each Indemnitee hereby waives, any claim against the Borrower, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document, the transactions contemplated hereby or thereby, any Advance or Letter of Credit, or the use of the proceeds thereof; provided that this waiver shall in no way limit the Borrower’s indemnification obligations in Section 7.03(b) to the extent of any claim by any Person other than the Borrower, the Parent or any Indemnitee or its Related Parties for any of the foregoing to the extent such claim would be covered by Section 7.03(b).

Expenses; Indemnification. (a) The Borrower shall pay (i) all reimburse the Administrative Agent for any reasonable and documented out out-of-pocket costs and expenses (but, in the case of pocket expenses incurred by third-party consultants, limited to reasonable fees for consultants engaged, unless an Unmatured Default or Default exists at the time of such engagement, with the consent of the Borrower (such consent not to be unreasonably conditioned, withheld or delayed) and in the case of counsel to the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers and their Affiliates (including the limited to reasonable and documented fees and expenses of for one external counsel for the Administrative Agent), ) paid or incurred by the Administrative Agent in connection with the syndication amendment or modification of the credit facility evidenced by this Agreement, Loan Documents. The Borrower also agrees to reimburse the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents (other than the Support Agreement) or Administrative Agent for any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) without duplication of any fees separately agreed to by the Borrower, all reasonable and documented out out-of-pocket costs and expenses (but, in the case of pocket counsel, limited to reasonable fees and expenses for one external counsel for the Administrative Agent and the Lenders, taken as a whole, and if reasonably determined by the Administrative Agent to be needed due to differences between the Administrative Agent and the Lenders and arising after a Default or in the event of any actual conflict of interests, one additional counsel for each group of such similarly affected Persons) paid or incurred by any LC Issuing Bank (other than overhead expenses and other similar expenses) the Administrative Agent in connection with the issuancecollection and enforcement of the Loan Documents (including, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all documented out of pocket expenses incurred by the Administrative Agentwithout limitation, any Lender, any Swing Line Bank or any LC Issuing Bank (including the documented fees and expenses of any counsel for the Administrative Agent, any Lender, any Swing Line Bank or any LC Issuing Bankworkout), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Advance 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 Advances or Letters of Credit; provided that the Borrower shall only be required to pay the fees and expenses for (x) one (1) outside counsel for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, (y) any local and/or regulatory counsel in any applicable jurisdiction for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks and (z) in the case of a conflict of interest between one or more of the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, such additional counsel as may be reasonably necessary. (b) . The Borrower shall further agrees to indemnify the Administrative Agent, each Joint Lead Arranger, each Lender, each Swing Line Bank Lender and each LC Issuing Banktheir Affiliates, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) againsttheir respective directors, officers and hold each Indemnitee harmless from, any and employees against all losses, claims, damages, penalties, judgments, liabilities and related reasonable documented out of pocket costs and expenses (including but, in the case of counsel to such indemnified persons, limited to reasonable and documented fees out-of-pocket fees, and expenses for one external counsel to such indemnified parties (and if reasonably determined by the Administrative Agent to be needed due to differences between the Administrative Agent and the Lenders and arising after a Default or in the event of any actual conflict of interests among the indemnified parties, one additional counsel for any Indemniteeeach group of such similarly affected Persons), incurred by and all other reasonable and documented out-of-pocket expenses of litigation or preparation therefor whether or not the Administrative Agent or any Indemnitee Lender is a party thereto) which any of them may pay or asserted against any Indemnitee by any Person (including the Borrower or the Parent) other than such Indemnitee and its Related Parties 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 Loan 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 Projects, the transactions contemplated hereby or thereby, (ii) any Advance the direct or Letter of Credit or the use indirect application or proposed use application of the proceeds therefrom (including of any refusal by any LC 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)Loan hereunder, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower, the Parent or any of its Subsidiaries, or any Environmental Proceeding or Environmental Liability related in any way to the Borrower, the Parent or any of its Subsidiaries, (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, the Parent or any of its Subsidiaries, and regardless of whether any Indemnitee is a party thereto, or (v) any claim (including any claim arising from an Environmental Proceeding or Environmental Liability), investigation, litigation or other proceeding (whether or any Indemnitee is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Advances, this Agreement, any other Loan Document, or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby, including reasonable and documented attorneys’ fees; provided that such indemnity shall (x) not, as to any Indemnitee, be available except to the extent that such losses, claims, damages, liabilities or related costs and expenses are determined by a court any of competent jurisdiction by final and nonappealable judgment the foregoing arise (1a) to have resulted from out of the gross negligence or willful misconduct of such Indemnitee the party seeking indemnification therefor or (2) to have resulted from a claim brought by the Borrower or the Parent against an Indemnitee for breach in bad faith of any Affiliate of such Indemnitee’s obligations hereunder or under any other Loan Document and (y) be limited in the case of attorneys’ fees and expenses to (1) one (1) outside counsel for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, (2) any local and/or regulatory counsel in any applicable jurisdiction for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks and (3) in the case of a conflict of interest between one or more of the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, such additional counsel as may be reasonably necessary. This Section 7.03(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) To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under paragraph (a) party or (b) from claims of this Section to be paid by it to an indemnified party against any Affiliate of such indemnified party or (c) from internal disputes among the Administrative Agent (or any sub-agent thereof), any LC Issuing Bank, any Swing Line Bank or any Related Party of any of and the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such LC Issuing Bank, such Swing Line Bank or such Related Party, as the case may be, such Lender’s Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the aggregate outstanding Commitments, or if there are no Commitments outstanding, the outstanding principal amount of the Advances, at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to any LC Issuing Bank or Swing Line Bank solely in its capacity as such, only the Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Lenders’ Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); and provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such LC Issuing Bank or such Swing Line Bank in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such LC Issuing Bank or any such Swing Line Bank in connection with such capacity. The obligations of the Lenders under this paragraph (c) are subject to the provisions of Section 2.21(c). (d) To the fullest 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 damages) arising out of, in connection with, or as a result of, this AgreementAgreement or any agreement or instrument contemplated hereby, any other Loan Document, the transactions contemplated hereby or thereby, any Advance or Facility Letter of Credit, Credit or the use of the proceeds thereof. To , provided that the fullest extent permitted foregoing shall not apply to any claims brought by applicable law, no Indemnitee any other third party and (y) the Administrative Agent and the Lenders shall not assert, and each Indemnitee hereby waiveswaive, any claim against any of the BorrowerBorrower and any other Loan Party, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this AgreementAgreement or any agreement or instrument contemplated hereby, any other Loan Document, the transactions contemplated hereby or thereby, any Advance or Facility Letter of Credit, Credit or the use of the proceeds thereof; , provided that this waiver the foregoing shall in no way limit not apply to any claims brought by any other third party. The obligations of the Borrower’s indemnification obligations in Section 7.03(b) Borrower to the extent Administrative Agent and the Lenders under this Section shall survive the termination of any claim by any Person other than the Borrower, the Parent or any Indemnitee or its Related Parties for any of the foregoing to the extent such claim would be covered by Section 7.03(b)this Agreement.

Expenses; Indemnification. (a) The Borrower Company shall pay (i) all reasonable and documented out fees and expenses of pocket expenses incurred by the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers and their Affiliates the Agents (including the reasonable and documented fees and expenses of special counsel for the Administrative Agent), in connection with the syndication of the credit facility evidenced by this Agreement, the preparation, negotiation, execution, delivery and administration of this Agreement Arrangers and the other Loan Documents (other than the Support Agreement) or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) without duplication of any fees separately agreed to by the Borrower, all reasonable and documented out of pocket expenses incurred by any LC Issuing Bank (other than overhead expenses and other similar expensesAgents) in connection with the issuance, preparation of this Agreement (or the amendment, renewal modification or extension of any Letter of Credit or any demand for payment thereunder waiver thereof) as previously agreed upon between the Company, the Arrangers and the Agents and (iiiii) if an Event of Default occurs, all documented out of reasonable out-of-pocket expenses incurred by the Administrative AgentAgents and the Lenders, any Lender, any Swing Line Bank or any LC Issuing Bank (including the reasonable and documented fees and expenses of any counsel for the Administrative Agent, any Lender, any Swing Line Bank or any LC Issuing Bank), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Advance 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 Advances or Letters of Credit; provided that the Borrower shall only be required to pay the fees and expenses for no more than (x) one counsel to the Agents (1) outside plus one local counsel for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks in each applicable jurisdiction and the LC Issuing Banksone specialty counsel in each applicable specialty), (y) any one counsel to the Lenders (plus one local and/or regulatory counsel in any each applicable jurisdiction for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks one specialty counsel in each applicable specialty) and (z) in the case of a an actual conflict of interest between interest, one or more of the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, such additional counsel for each group of similarly situated affected persons, taken as may be reasonably necessarya whole), in connection with such Event of Default and collection and other enforcement proceedings resulting therefrom. (b) The Borrower shall Company agrees to indemnify each Agent and ▇▇▇▇▇▇, their respective affiliates and the Administrative Agentrespective directors, each Joint Lead Arrangerofficers, each Lender, each Swing Line Bank agents and each LC Issuing Bank, and each Related Party of any employees of the foregoing Persons (each such Person being called an “Indemnitee”; and each of the affiliates and other Persons with respect to any particular Agent or Lender, its “Related Persons”) against, and hold each Indemnitee harmless from, from and against (and to reimburse each Indemnitee on demand for) any and all claims, liabilities, losses, claims, damages, liabilities and related reasonable documented out of pocket costs and reasonable expenses of any kind (including including, without limitation, the reasonable and documented fees and expenses disbursements of counsel, limited to (x) one counsel for the Agents (plus one local counsel in each applicable jurisdiction and one specialty counsel in each applicable specialty), (y) one counsel for the Lenders (plus one local counsel in each applicable jurisdiction and one specialty counsel in each applicable specialty), and (z) in the case of an actual conflict of interest, one additional counsel in each relevant jurisdiction for each group of similarly situated affected Indemnitees, taken as a whole) incurred by such Indemnitee in response to or in defense of any counsel for any Indemnitee)investigative, incurred by any Indemnitee administrative or asserted against any Indemnitee by any Person (including the Borrower judicial proceeding relating to or the Parent) other than such Indemnitee and its Related Parties arising out of, in connection with, of this Agreement or as a result any actual or proposed use of proceeds of Loans hereunder or any related transaction; provided that no Indemnitee shall have the right to be indemnified hereunder (i) to the execution extent such indemnification relates to relationships of, between or delivery of this Agreementamong each of, any other Loan Document or any agreement or instrument contemplated hereby or therebyof, the performance by Agents, the parties hereto of their respective obligations hereunder Lenders or thereunder any Eligible Assignee or the consummation of the transactions contemplated hereby or therebyParticipant, (ii) any Advance or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any LC 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, the Parent Indemnitee’s or any of its SubsidiariesRelated Persons’ gross negligence, bad faith or any Environmental Proceeding willful misconduct or Environmental Liability related in any way to the Borrower, the Parent material breach by such Indemnitee or any of its Subsidiaries, Related Persons of their obligations (ivif any) 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, the Parent or any of its Subsidiaries, and regardless of whether any Indemnitee is a party thereto, or (v) any claim (including any claim arising from an Environmental Proceeding or Environmental Liability), investigation, litigation or other proceeding (whether or any Indemnitee is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Advances, under this Agreement, any other Loan Document, or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby, including reasonable and documented attorneys’ fees; provided that such indemnity shall (x) not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related costs and expenses are determined by a final and non-appealable judgment of a court of competent jurisdiction or (iii) for any settlement entered into by final and nonappealable judgment (1) to have resulted from the gross negligence or willful misconduct of such Indemnitee without the Company’s written consent (not to be unreasonably withheld, conditioned or (2) to have resulted from a claim brought by the Borrower or the Parent against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document and (y) be limited in the case of attorneys’ fees and expenses to (1) one (1) outside counsel for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, (2) any local and/or regulatory counsel in any applicable jurisdiction for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks and (3) in the case of a conflict of interest between one or more of the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, such additional counsel as may be reasonably necessarydelayed). This Section 7.03(b) shall not apply with respect to any Indemnified Taxes, Other Taxes other than any Taxes that represent lossesor Excluded Taxes, claims, damages, etc. arising from any non-Tax claimwhich shall be covered solely by Section 8.03. (c) To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under paragraph (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), any LC Issuing Bank, any Swing Line Bank or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such LC Issuing Bank, such Swing Line Bank or such Related Party, as the case may be, such Lender’s Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the aggregate outstanding Commitments, or if there are no Commitments outstanding, the outstanding principal amount of the Advances, at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to any LC Issuing Bank or Swing Line Bank solely in its capacity as such, only the Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Lenders’ Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); and provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such LC Issuing Bank or such Swing Line Bank in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such LC Issuing Bank or any such Swing Line Bank in connection with such capacity. The obligations of the Lenders under this paragraph (c) are subject to the provisions of Section 2.21(c). (d) To the fullest extent permitted by applicable law, none of the Borrower Company, the Agents and the Lenders shall not assert, and each of the Company, the Agents and the Lenders hereby waives, and acknowledges that no other Person shall have, any claim against the Company, any Indemnitee or any Indemnitee’s Related Person, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document, the transactions contemplated hereby or therebyhereby, any Advance or Letter of Credit, or the use of the proceeds thereof. To the fullest extent permitted by applicable law, no Indemnitee shall assert, and each Indemnitee hereby waives, any claim against the Borrower, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document, the transactions contemplated hereby or thereby, any Advance or Letter of Credit, or the use of the proceeds thereof; provided that nothing contained in this waiver Section 9.04(c) shall in no way limit the BorrowerCompany’s indemnification indemnity or reimbursement obligations set forth in Section 7.03(b9.04(b) to the extent of such special, indirect, consequential or punitive damages are included in any third party claim by any Person other than the Borrower, the Parent or any in connection with which such Indemnitee or its Indemnitee’s Related Parties for any Person is entitled to indemnification hereunder. (d) All payments of fees and expenses and reimbursements by the foregoing Company pursuant to this Section 9.04 shall be made not later than 30 days (or during an Event of Default, not later than 10 Business Days) following receipt by the extent Company from the applicable Agent or Lender of an invoice setting forth in reasonable detail such claim would amounts to be covered by Section 7.03(b).paid,

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable and documented out of out-of-pocket expenses incurred by of the Administrative AgentAgents, the Syndication AgentCustodian, the Joint Lead Arrangers Document Custodian, the Securities Intermediary and their Affiliates (including the each Lender, including, without limitation, reasonable and documented fees and disbursements of counsel (but limited, in the case of legal fees and expenses, to the reasonable and documented legal fees and expenses of counsel (1) one law firm for the Administrative Agent and the Lenders, taken as a whole, (2) one law firm for the Document Custodian, (3) one law firm for the Collateral Agent), the Collateral Administrator and the Custodian, taken as a whole, (4) if reasonably necessary, one local counsel in any relevant jurisdiction (which may include a single firm of counsel acting in multiple jurisdictions) and (5) in the case of any actual or perceived conflict of interest where any such Person affected by such conflict informs the Borrower of such conflict, in each case, a single additional firm or counsel in each relevant jurisdiction for all similarly situated affected Persons) in connection with the syndication preparation, syndications and administration of the credit facility evidenced by this Agreement, the preparationTransaction Documents and any documents and instruments referred to therein, negotiationand further modifications or syndications of the Loans in connection therewith, execution, delivery and the administration of this Agreement and the other Loan Documents (other than the Support Agreement) Loans, any waiver or consent hereunder or any amendments, modifications amendment or waivers of the provisions modification hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), any Default; and (ii) without duplication of any fees separately agreed to by the Borrower, all reasonable and documented out of out-of-pocket expenses incurred by any LC Issuing Bank Agent and any Lender (other than overhead expenses but limited, in the case of legal fees and other similar expenses) in connection with , to the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder reasonable and (iii) all documented out of pocket expenses incurred by the Administrative Agent, any Lender, any Swing Line Bank or any LC Issuing Bank (including the documented legal fees and expenses of any counsel (1) one law firm for the Administrative Agent and the Lenders, taken as a whole, (2) one law firm for the Document Custodian, (3) one law firm for the Collateral Agent, the Collateral Administrator and the Custodian, taken as a whole, (4) if reasonably necessary, one local counsel in any Lenderrelevant jurisdiction (which may include a single firm of counsel acting in multiple jurisdictions) and (5) in the case of any actual or perceived conflict of interest where any such Person affected by such conflict informs the Borrower of such conflict, any Swing Line Bank in each case, a single additional firm or any LC Issuing Bankcounsel in each relevant jurisdiction for all similarly situated affected Persons)), including reasonable and documented fees and disbursements of counsel for each Agent, in connection with the enforcement or protection of its rights (A) in connection with this Agreement the Transaction Documents and the instruments referred to therein and such collection, bankruptcy, insolvency and other Loan Documents, including its rights under this Section, or (B) in connection with the Advance 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 Advances or Letters of Credit; provided that the Borrower shall only be required to pay the fees and expenses for (x) one (1) outside counsel for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, (y) any local and/or regulatory counsel in any applicable jurisdiction for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks and (z) in the case of a conflict of interest between one or more of the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, such additional counsel as may be reasonably necessaryenforcement proceedings resulting therefrom. (b) The Borrower shall agrees to indemnify the Administrative Agent, each Joint Lead Arrangerthe Collateral Agent, the Collateral Administrator, the Custodian, the Document Custodian, the Securities Intermediary and each Lender, each Swing Line Bank their respective affiliates and each LC Issuing Bankthe respective directors, officers, agents and each Related Party of any employees of the foregoing Persons (each such Person being called each, an “Indemnitee”) against, and hold each Indemnitee harmless from, from and against any and all liabilities, losses, claims, damages, liabilities and related reasonable documented out of pocket costs and expenses (including of any kind, including, without limitation, the reasonable and documented fees and disbursements of counsel for each Agent (but limited, in the case of legal fees and expenses, to the reasonable and documented legal fees and expenses of (1) one law firm for the -150- Administrative Agent and the Lenders, taken as a whole, (2) one law firm for the Document Custodian, (3) one law firm for the Collateral Agent, the Collateral Administrator and the Custodian, taken as a whole, (4) if reasonably necessary, one local counsel in any relevant jurisdiction (which may include a single firm or counsel acting in multiple jurisdictions) and (5) in the case of an actual or perceived conflict of interest where any such Indemnitee affected by such conflict informs the Borrower of such conflict, in each case, a single additional firm of counsel in each relevant jurisdiction for any Indemniteeall similarly situated affected Indemnitees), which may be incurred by such Indemnitee in connection with any investigative, administrative or 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 asserted against any Indemnitee by any Person (including the Borrower or the Parent) other than such Indemnitee and its Related Parties arising out of, or in connection withany way related to or by reason of, or as a result of (i) the execution or delivery of this Agreement, any other 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 by the Transaction Documents or therebythe execution, delivery or performance of any Transaction Document, (ii) the grant to the Collateral Agent, the Lenders of any Advance or Letter of Credit or Lien, on the use or proposed use of the proceeds therefrom (including any refusal by any LC 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)Collateral, (iii) the exercise by the Administrative Agent, the Collateral Agent, the Lenders or of their rights and remedies (including, without limitation, foreclosure) under any actual agreements creating any such Lien, (iv) the failure of the Collateral Agent to have a valid and perfected Lien on any Collateral, (v) a breach by the Borrower of any representation, warranty or alleged presence covenant contained in any Transaction Document or release of Hazardous Materials on any document relating to any Collateral or (vi) any loss arising from any property owned action or operated by inaction of the Borrower, the Parent Borrower or any of its Subsidiaries, Affiliates regarding the administration of any Collateral or any Environmental Proceeding or Environmental Liability related in any way to the Borrower, the Parent or any of its Subsidiaries, (iv) any actual or prospective claim, litigation, investigation or proceeding otherwise relating to such Collateral (other than an Obligor’s financial inability to make payments with respect to any of the foregoingsuch Collateral) but excluding, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower, the Parent or any of its Subsidiaries, and regardless of whether any Indemnitee is a party thereto, or (v) any claim (including any claim arising from an Environmental Proceeding or Environmental Liability), investigation, litigation or other proceeding (whether or any Indemnitee is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Advances, this Agreement, any other Loan Document, or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby, including reasonable and documented attorneys’ fees; provided that such indemnity shall (x) noteach case, as to any Indemnitee, be available to the extent that any such losses, claimsliabilities, damages, liabilities expenses or related costs and expenses are incurred by reason of the bad faith, gross negligence or willful misconduct by such Indemnitee with respect to its obligations under this Agreement as finally determined by a court of competent jurisdiction by in a final and nonappealable judgment (1) to have resulted from the gross negligence or willful misconduct of such Indemnitee or (2) to have resulted from a claim brought by the Borrower or the Parent against an Indemnitee for breach in bad faith of such Indemniteedecision. The Borrower’s obligations hereunder or under any other Loan Document and (y) be limited in this Section 12.3 shall survive the case termination of attorneys’ fees and expenses to (1) one (1) outside counsel for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks this Agreement and the LC Issuing Banks, (2) any local and/or regulatory counsel in any applicable jurisdiction for payment of the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks Obligations and the LC Issuing Banks and (3) in resignation or removal of an Agent. For the case sake of a conflict of interest between one or more of the Administrative Agentclarity, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, such additional counsel as may be reasonably necessary. This this Section 7.03(b) 12.3 shall not apply with respect to Taxes Taxes, other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. (c) To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under paragraph (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), any LC Issuing Bank, any Swing Line Bank or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such LC Issuing Bank, such Swing Line Bank or such Related Party, as the case may be, such Lender’s Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the aggregate outstanding Commitments, or if there are no Commitments outstanding, the outstanding principal amount of the Advances, at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to any LC Issuing Bank or Swing Line Bank solely in its capacity as such, only the Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Lenders’ Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); and provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such LC Issuing Bank or such Swing Line Bank in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such LC Issuing Bank or any such Swing Line Bank in connection with such capacity. The obligations of the Lenders under this paragraph (c) are subject to the provisions of Section 2.21(c). (d) 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 damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document, the transactions contemplated hereby or thereby, any Advance or Letter of Credit, or the use of the proceeds thereof. To the fullest extent permitted by applicable law, no Indemnitee shall assert, and each Indemnitee hereby waives, any claim against the Borrower, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document, the transactions contemplated hereby or thereby, any Advance or Letter of Credit, or the use of the proceeds thereof; provided that this waiver shall in no way limit the Borrower’s indemnification obligations in Section 7.03(b) to the extent of any claim by any Person other than the Borrower, the Parent or any Indemnitee or its Related Parties for any of the foregoing to the extent such claim would be covered by Section 7.03(b).

Expenses; Indemnification. (a) The Borrower shall pay reimburse the Administrative Agent for any reasonable out-of-pocket costs and expenses (iincluding reasonable attorneys’ fees and expenses of attorneys for the Administrative Agent (other than internal counsel) all reasonable and documented out of pocket expenses (but only with the Borrower’s prior approval, which shall not be unreasonably withheld or delayed) other advisors and professionals engaged by the Administrative Agent) paid or incurred by the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers and their Affiliates (including the reasonable and documented fees and expenses of counsel for the Administrative Agent), Agent in connection with the syndication of the credit facility evidenced by this Agreement, the preparation, negotiation, execution, delivery delivery, syndication, amendment, modification, and administration of this Agreement and the other Loan Documents (other than Documents. In addition, the Support Agreement) or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) without duplication of any fees separately agreed Borrower also agrees to by the Borrower, pay for all reasonable and documented out of out-of-pocket expenses incurred by any LC Issuing Bank (other than overhead expenses and other similar expenses) 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 expenses incurred by the Administrative Agent, any Lender, any Swing Line Bank or any LC Issuing Bank (including the documented fees costs and expenses of any counsel for the Administrative Agent, any Lender, any Swing Line Bank or any LC Issuing Bank), Agent and each Lender incurred in connection with the enforcement or protection preservation of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Sectionthe Loan Documents (including but not limited to reasonable legal fees and expenses of counsel, or (B) in connection with the Advance 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 Advances or Letters of Credit; provided that the Borrower legal fees and legal expenses shall only be required limited to pay the fees and expenses for (x) of one (1) outside legal counsel plus, if necessary, one special counsel for each relevant specialty and one local counsel per jurisdiction; provided, that, in the Administrative Agentevent of any actual or potential conflict of interest, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, (y) any local and/or regulatory counsel in any applicable jurisdiction Borrower shall be liable for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks fees and the LC Issuing Banks and (z) in the case expenses of a conflict of interest between one or more of the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, such additional counsel as may be reasonably necessary. (b) for each person or group of persons subject to such conflict). • The Borrower shall hereby further agrees to indemnify the Administrative Agent, each Joint Lead Arranger, each Lender, each Swing Line Bank Lender and each LC Issuing Bank, and each their respective Related Party of any of the foregoing Persons Parties (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and against all losses, claims, obligations, damages, liabilities penalties, actions, judgments, suits, liabilities, costs, expenses and related disbursements (including, without limitation, all reasonable documented out of pocket costs and expenses (including the reasonable and documented fees and expenses of attorneys and other expenses of litigation or preparation therefor whether or not the Administrative Agent, any Arranger or any Lender is a party thereto, provided that legal fees and legal expenses shall be limited to the fees and expenses of one legal counsel and one local counsel in each relevant jurisdiction for all such Indemnitees, taken as a whole; provided, that, in the event of any actual or potential conflict of interest, the Borrower shall be liable for the fees and expenses of one additional counsel for each person or group of persons subject to such conflict) (“Losses”) which any Indemnitee), incurred by any Indemnitee of them may pay or asserted against any Indemnitee by any Person (including the Borrower or the Parent) other than such Indemnitee and its Related Parties 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 Loan 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 or thereby, (ii) the direct or indirect application or proposed application of the proceeds of any Advance Loan or Facility Letter of Credit or the use or proposed use of the proceeds therefrom (hereunder including any refusal by any LC Issuing Bank to honor a demand for payment under a Letter Losses arising out 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 Regulated Substances at, on, under or emanating from any property owned Property, or operated by any liability related to the Borrower, the Parent Borrower or any of its Subsidiaries, or Subsidiaries under any Environmental Proceeding or Environmental Liability related in any way to the Borrower, the Parent or any of its Subsidiaries, (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, the Parent or any of its Subsidiaries, and regardless of whether any Indemnitee is a party thereto, or (v) any claim (including any claim arising from an Environmental Proceeding or Environmental Liability), investigation, litigation or other proceeding (whether or any Indemnitee is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Advances, this Agreement, any other Loan Document, or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby, including reasonable and documented attorneys’ fees; provided that such indemnity shall (x) not, as to any Indemnitee, be available Laws except to the extent that such losses, claims, damages, liabilities or related costs and expenses they (i) are determined in a final non-appealable judgment by a court of competent jurisdiction by final and nonappealable judgment (1) to have resulted from the gross negligence or willful misconduct of such Indemnitee or Indemnitee, (2ii) to have resulted arose from a claim brought by material breach of the Borrower or the Parent against an Indemnitee for breach in bad faith obligations of such Indemnitee’s or any of its Related Parties’ (except the Administrative Agent in its capacity as such) obligations hereunder or under any other Loan Document (as determined by a court of competent jurisdiction in a final, non-appealable judgment) or (iii) arose from any claim, actions, suits, inquiries, litigation, investigation or proceeding that does not involve an act or omission of the Loan Parties and is brought by an Indemnitee against another Indemnitee (y) be limited in the case of attorneys’ fees and expenses to (1) one (1) outside counsel for other than any claim, actions, suits, inquiries, litigation, investigation or proceeding against any Agent, Arranger, the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Agent or any Issuing Banks, (2) any local and/or regulatory counsel Bank in any applicable jurisdiction for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks and (3) in the case of a conflict of interest between one or more its capacity as such). The obligations of the Administrative Agent, Borrower under this Section 10.6 shall survive the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, such additional counsel as may be reasonably necessarytermination of this Agreement. This Section 7.03(b10.6(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. . • Numbers of Documents. All statements, notices, closing documents, and requests hereunder shall (cif the Administrative Agent so requests) To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under paragraph (a) or (b) of this Section to be paid by it furnished to the Administrative Agent with sufficient counterparts so that the Administrative Agent may furnish one to each of the Lenders. • Accounting. Except as provided to the contrary herein, all accounting terms used herein shall be interpreted and all accounting determinations hereunder shall be made in accordance with generally accepted accounting principles in the United States, as in effect from time to time (“GAAP”); provided, however, if at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any sub-agent thereofLoan Document (including for pricing purposes), any LC Issuing Bankand either the Company or the Required Lenders shall so request, any Swing Line Bank the Administrative Agent, the Lenders and the Company shall negotiate in good faith to amend such ratio or any Related Party requirement to preserve the original intent thereof in light of any such change in GAAP (subject to the approval of the foregoingRequired Lenders); provided that, each Lender severally agrees until so amended, (i) such ratio or requirement shall continue to pay be computed in accordance with GAAP prior to such change therein and (ii) the Company shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. Notwithstanding the foregoing, any obligation of a Person under a lease (whether existing now or entered into in the future) that is not (or would not be) required to be classified and accounted for as a capital lease on the balance sheet of such Person under GAAP as in effect on December 31, 2018 shall not be treated as a capital lease solely as a result of the adoption of any such sub-agent)changes in, such LC Issuing Bankor changes in the application of, such Swing Line Bank or such Related PartyGAAP after December 31, 2018 and, as a result, leases shall continue to be classified and accounted for on a basis consistent with their treatment on December 31, 2018, notwithstanding any change in GAAP relating thereto, unless the case may beCompany, the Borrower and the Required Lenders shall enter into a mutually acceptable amendment addressing such Lender’s Pro Rata Share (determined changes, as provided for above. • Severability of the time Provisions. Any provision in any Loan Document that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the aggregate outstanding Commitmentsheld to be inoperative, unenforceable, or if there are no Commitments outstanding, the outstanding principal amount of the Advances, at such time) of such unpaid amount (including invalid in any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to any LC Issuing Bank or Swing Line Bank solely in its capacity as such, only the Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Lenders’ Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); and provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expensejurisdiction shall, as the case may beto that jurisdiction, was incurred by or asserted against the Administrative Agent (or any such sub-agent)be inoperative, such LC Issuing Bank or such Swing Line Bank in its capacity as suchunenforceable, or against invalid without affecting the remaining provisions in that jurisdiction or the operation, enforceability, or validity of that provision in any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent)other jurisdiction, such LC Issuing Bank or any such Swing Line Bank in connection with such capacity. The obligations of the Lenders under and to this paragraph (c) are subject to end the provisions of Section 2.21(c)all Loan Documents are declared to be severable. (d) 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 damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document, the transactions contemplated hereby or thereby, any Advance or Letter of Credit, or the use of the proceeds thereof. To the fullest extent permitted by applicable law, no Indemnitee shall assert, and each Indemnitee hereby waives, any claim against the Borrower, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document, the transactions contemplated hereby or thereby, any Advance or Letter of Credit, or the use of the proceeds thereof; provided that this waiver shall in no way limit the Borrower’s indemnification obligations in Section 7.03(b) to the extent of any claim by any Person other than the Borrower, the Parent or any Indemnitee or its Related Parties for any of the foregoing to the extent such claim would be covered by Section 7.03(b).

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable and documented out out‑of‑pocket expenses of pocket expenses incurred by the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers and their Affiliates (including the reasonable and documented fees and expenses disbursements of counsel for the Administrative Agent), in connection with the syndication of the credit facility evidenced by this Agreement, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents (other than the Support Agreement) or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) without duplication of any fees separately agreed to by the Borrower, all reasonable and documented out of pocket expenses incurred by any LC Issuing Bank (other than overhead expenses and other similar expenses) 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 expenses incurred by the Administrative Agent, any Lender, any Swing Line Bank or any LC Issuing Bank (including the documented fees and expenses of any one special counsel for the Administrative Agent, in connection with the preparation of this Agreement, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default with respect to the Borrower hereunder and (ii) if an Event of Default with respect to the Borrower occurs, all reasonable out‑of‑pocket expenses incurred by the Administrative Agent or any Lender, including reasonable fees and disbursements of one primary counsel for the Administrative Agent and the Lenders (and (x) if necessary, a single firm of local counsel to the Administrative Agent and the Lenders in each appropriate jurisdiction and (y) solely in the case of any Swing Line Bank actual or any LC Issuing Bankpotential conflict of interest, one additional counsel in each relevant jurisdiction to the affected Persons similarly situated), in connection with the such Event of Default and collection and other enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Advance 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 Advances or Letters of Credit; provided that the Borrower shall only be required to pay the fees and expenses for (x) one (1) outside counsel for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, (y) any local and/or regulatory counsel in any applicable jurisdiction for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks and (z) in the case of a conflict of interest between one or more of the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, such additional counsel as may be reasonably necessaryproceedings resulting therefrom. (b) The Borrower shall agrees to indemnify the Administrative Agent, each Joint Lead Arranger, each Lender, each Swing Line Bank Agent and each LC Issuing Bank, Lender and each the respective Related Party of any Parties 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, claimspenalties, damages, liabilities and related reasonable documented out of pocket costs and expenses (including the reasonable and documented fees and expenses of any kind, including, without limitation, the reasonable fees and disbursements of one counsel for 39 all Indemnitees taken as a whole and, in the case of any Indemnitee)actual or potential conflict of interest, one additional counsel to each group of affected Indemnitees similarly situated taken as a whole, which may be incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Borrower or the Parent) other than such Indemnitee and its Related Parties in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) relating to or arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan 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 Advance or Letter of Credit or the use actual or proposed use of the proceeds therefrom (including any refusal by any LC 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, the Parent or any of its Subsidiaries, or any Environmental Proceeding or Environmental Liability related in any way to the Borrower, the Parent or any of its Subsidiaries, (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, the Parent or any of its Subsidiaries, and regardless of whether any Indemnitee is a party thereto, or (v) any claim (including any claim arising from an Environmental Proceeding or Environmental Liability), investigation, litigation or other proceeding (whether or any Indemnitee is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Advances, this Agreement, any other Loan Document, or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby, including reasonable and documented attorneys’ feesLoans hereunder; provided that no Indemnitee shall have the right to be indemnified hereunder for such indemnity shall (x) not, Indemnitee’s own gross negligence or willful misconduct as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related costs and expenses are determined by a court of competent jurisdiction by final and nonappealable judgment (1) to have resulted from the gross negligence or willful misconduct of such Indemnitee or (2) to have resulted from a claim brought by the Borrower or the Parent against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document and (y) be limited in the case of attorneys’ fees and expenses to (1) one (1) outside counsel for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, (2) any local and/or regulatory counsel in any applicable jurisdiction for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks and (3) in the case of a conflict of interest between one or more of the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, such additional counsel as may be reasonably necessaryjurisdiction. This Section 7.03(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) To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under paragraph (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), any LC Issuing Bank, any Swing Line Bank or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such LC Issuing Bank, such Swing Line Bank or such Related Party, as the case may be, such Lender’s Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the aggregate outstanding Commitments, or if there are no Commitments outstanding, the outstanding principal amount of the Advances, at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to any LC Issuing Bank or Swing Line Bank solely in its capacity as such, only the Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Lenders’ Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); and provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such LC Issuing Bank or such Swing Line Bank in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such LC Issuing Bank or any such Swing Line Bank in connection with such capacity. The obligations of the Lenders under this paragraph (c) are subject to the provisions of Section 2.21(c). (d) 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 damages) arising out of, in connection with, or as a result of, this Agreement, or any other Loan Documentagreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Advance or Letter of Credit, Loan or the use of the proceeds thereof. To No Indemnitee referred to in paragraph ‎(b) above shall be liable for any damages arising from the fullest extent permitted use by applicable lawunintended recipients of any information or other materials distributed by it through telecommunications, no Indemnitee shall assert, and each Indemnitee hereby waives, any claim against the Borrower, on any theory of liability, for special, indirect, consequential electronic or punitive damages (as opposed to direct or actual damages) arising out of, other information transmission systems in connection with, with this Agreement or as a result of, this Agreement, any other Loan Document, the transactions contemplated hereby or thereby, any Advance or Letter of Credit, or the use of the proceeds thereof; provided that this waiver shall in no way limit the Borrower’s indemnification obligations in Section 7.03(b) to the extent of any claim by any Person other than the Borrower, the Parent or any Indemnitee or its Related Parties for any of the foregoing to the extent such claim would be covered by Section 7.03(b).

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable, out-of-pocket costs and expenses of the Administrative Agent and its Affiliates (but limited, in the case of legal fees, charges, disbursements and expenses, to the actual reasonable and documented out out-of-pocket fees, disbursements and other charges of pocket expenses incurred by 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 Administrative Agentcase of an actual or potential conflict of interest, the Syndication Agent(x) one additional counsel to all affected Persons, the Joint Lead Arrangers taken as a whole, and their Affiliates (including the reasonable and documented fees and expenses of y) one additional local counsel for the Administrative Agentto all affected Persons, taken as a whole, in each relevant jurisdiction), in connection with the syndication of the credit facility evidenced by this Agreementfacilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents (other than the Support Agreement) or and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby in this Agreement or thereby any other Loan Document shall be consummated), (ii) without duplication of any fees separately agreed to by the Borrower, all reasonable and documented out of out-of-pocket expenses incurred by any LC Issuing Bank (other than overhead expenses and other similar expenses) 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 out-of-pocket costs and expenses incurred by the Administrative Agent, any Lender, any Swing Line Issuing Bank or any LC Issuing Bank Lender (including but limited, in the case of legal fees, charges, disbursements and expenses, to the actual reasonable and documented fees out-of-pocket fees, disbursements and expenses 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 for the Administrative Agentto all affected Persons, any Lendertaken as a whole, any Swing Line Bank or any LC Issuing Bank)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 (A) or remedies in connection with this Agreement and the other Loan DocumentsAgreement, including its rights and remedies under this Section, or (B) in connection with the Advance Loans made or any Letters of Credit issued hereunder, including all such out of out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Advances Loans or Letters of Credit; provided that the Borrower shall only be required to pay the fees and expenses for (x) one (1) outside counsel for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, (y) any local and/or regulatory counsel in any applicable jurisdiction for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks and (z) in the case of a conflict of interest between one or more of the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, such additional counsel as may be reasonably necessary. (b) The Borrower shall indemnify the Administrative AgentAgent (and any sub-agent thereof), each Joint Lead Arranger, each Lender, each Swing Line Issuing Bank and each LC Issuing BankSwingline 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 reasonable documented out of pocket costs and expenses (including but limited, in the case of legal fees and expenses, to the reasonable and documented fees out-of-pocket fees, disbursements and expenses other charges 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 (y) one additional local counsel to all affected Indemnitees, taken as a whole, in each relevant jurisdiction) incurred by any Indemnitee or asserted against any Indemnitee by any Person (including third party or by the Borrower or the Parent) any other than such Indemnitee and its Related Parties Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other 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 Advance Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any LC 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, the Parent or any of its SubsidiariesProperties, or any Environmental Proceeding or Environmental Liability related in any way to the Borrower, the Parent 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, the Parent Borrower or any of its Subsidiariesother Loan Party, and regardless of whether any Indemnitee is a party thereto, or (v) any claim (including any claim arising from an Environmental Proceeding or Environmental Liability), investigation, litigation or other proceeding (whether or any Indemnitee is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Advances, this Agreement, any other Loan Document, or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby, including reasonable and documented attorneys’ fees; provided that such indemnity shall (x) not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related costs and expenses are determined by a court of competent jurisdiction by final and nonappealable non-appealable judgment (1) to have resulted from (x) the gross negligence negligence, bad faith or willful misconduct of such Indemnitee or Indemnitee, (2y) to have resulted from a claim brought by the Borrower or the Parent any other Loan Party against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document and Document, or (yz) be limited in the case of attorneys’ fees and expenses to (1) one (1) outside counsel for any dispute solely among any Indemnitees, the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, or any of their respective Related Parties (2) any local and/or regulatory counsel in any applicable jurisdiction for the other than claims against Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, or any Person or entity acting in a similar capacity acting pursuant to this Agreement or in its capacity as such) to the Lenders, the Swing Line Banks and the LC Issuing Banks and (3) in the case of a conflict of interest between one extent such disputes did not arise from any act or more omission of the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, such additional counsel as may be reasonably necessaryBorrower or its Affiliates. This Section 7.03(bSubsection ‎(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) To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under paragraph (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof)Agent, any LC Issuing Bank, any Swing Line Bank or any Related Party of any of the foregoingSwingline Lender under subsection ‎(a) or ‎(b) hereof, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent)Agent, such LC Issuing Bank, such Swing Line Bank or such Related Partythe 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 applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the aggregate outstanding Commitments, or if there are no Commitments outstanding, the outstanding principal amount of the Advances, at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to any LC Issuing Bank or Swing Line Bank solely in its capacity as such, only the Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Lenders’ Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought)) of such unpaid amount; and provided, further, provided that the unreimbursed expense or indemnified losspayment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent)Agent, such LC Issuing Bank or such Swing Line Bank the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such LC Issuing Bank or any such Swing Line Bank in connection with such capacity. The obligations of the Lenders under this paragraph (c) are subject to the provisions of Section 2.21(c). (d) To the fullest 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 or actual damages) arising out of, in connection with, with or as a result of, of this Agreement, any other Loan DocumentDocument or any agreement or instrument contemplated hereby, the transactions contemplated hereby or therebytherein, any Advance Loan or any Letter of Credit, Credit or the use of the proceeds thereof. To ; provided that nothing in this clause ‎(d) shall relieve the fullest extent permitted by applicable law, no Borrower of any obligation it may have to indemnify any Indemnitee shall assert, and each Indemnitee hereby waives, any claim against the Borrower, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed asserted against such Indemnitee by a third party. No Indemnitee referred to direct in Section 10.3 shall be liable for any damages arising from the use by unintended recipients of any information or actual damages) arising out ofother materials distributed by it through telecommunications, electronic or other information transmission systems in connection with, with this Agreement or as a result of, this Agreement, any the other Loan Document, Documents or the transactions contemplated hereby or thereby. (e) The Borrower shall not, any Advance or Letter of Credit, or without the use prior written consent of the proceeds thereof; provided that this waiver shall in no way limit the Borrower’s indemnification obligations in Section 7.03(b) to the extent applicable Indemnitee, effect any settlement of any claim 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 Person other than the Borrowerstatement as to or any admission of fault, the Parent culpability or a failure to act by or on behalf of any Indemnitee or its Related Parties for any of the foregoing to the extent such claim would injunctive relief or other non-monetary remedy. (f) All amounts due under this Section shall be covered by Section 7.03(b)payable not later than ten (10) days after a reasonably detailed written demand therefor.

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses of the Administrative Agent, including reasonable fees and documented out disbursements of one special counsel for the Administrative Agent, in connection with the preparation of this Agreement, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default with respect to the Borrower hereunder and (ii) if an Event of Default with respect to the Borrower occurs, all reasonable out-of-pocket expenses incurred by the Administrative AgentAgent or any Lender, the Syndication Agent, the Joint Lead Arrangers and their Affiliates (including the reasonable and documented fees and expenses disbursements of one primary counsel for the Administrative AgentAgent and the Lenders (and (x) if necessary, a single firm of local counsel to the Administrative Agent and the Lenders in each appropriate jurisdiction and (y) solely in the case of any actual or potential conflict of interest, one additional counsel in each relevant jurisdiction to the affected Persons similarly situated), in connection with the syndication such Event of the credit facility evidenced by this Agreement, the preparation, negotiation, execution, delivery Default and administration of this Agreement and the other Loan Documents (other than the Support Agreement) or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) without duplication of any fees separately agreed to by the Borrower, all reasonable and documented out of pocket expenses incurred by any LC Issuing Bank (other than overhead expenses collection and other similar expenses) 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 expenses incurred by the Administrative Agent, any Lender, any Swing Line Bank or any LC Issuing Bank (including the documented fees and expenses of any counsel for the Administrative Agent, any Lender, any Swing Line Bank or any LC Issuing Bank), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Advance 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 Advances or Letters of Credit; provided that the Borrower shall only be required to pay the fees and expenses for (x) one (1) outside counsel for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, (y) any local and/or regulatory counsel in any applicable jurisdiction for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks and (z) in the case of a conflict of interest between one or more of the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, such additional counsel as may be reasonably necessaryproceedings resulting therefrom. (b) The Borrower shall agrees to indemnify the Administrative Agent, each Joint Lead Arranger, each Lender, each Swing Line Bank Agent and each LC Issuing Bank, Lender and each the respective Related Party of any Parties 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, claimspenalties, damages, liabilities and related reasonable documented out of pocket costs and expenses (including the reasonable and documented fees and expenses of any kind, including, without limitation, the reasonable fees and disbursements of one counsel for all Indemnitees taken as a whole and, in the case of any Indemnitee)actual or potential conflict of interest, one additional counsel to each group of affected Indemnitees similarly situated taken as a whole, which may be incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Borrower or the Parent) other than such Indemnitee and its Related Parties in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) relating to or arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan 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 Advance or Letter of Credit or the use actual or proposed use of the proceeds therefrom (including any refusal by any LC 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, the Parent or any of its Subsidiaries, or any Environmental Proceeding or Environmental Liability related in any way to the Borrower, the Parent or any of its Subsidiaries, (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, the Parent or any of its Subsidiaries, and regardless of whether any Indemnitee is a party thereto, or (v) any claim (including any claim arising from an Environmental Proceeding or Environmental Liability), investigation, litigation or other proceeding (whether or any Indemnitee is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Advances, this Agreement, any other Loan Document, or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby, including reasonable and documented attorneys’ feesLoans hereunder; provided that no Indemnitee shall have the right to be indemnified hereunder for such indemnity shall (x) not, Indemnitee’s own gross negligence or willful misconduct as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related costs and expenses are determined by a court of competent jurisdiction by final and nonappealable judgment (1) to have resulted from the gross negligence or willful misconduct of such Indemnitee or (2) to have resulted from a claim brought by the Borrower or the Parent against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document and (y) be limited in the case of attorneys’ fees and expenses to (1) one (1) outside counsel for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, (2) any local and/or regulatory counsel in any applicable jurisdiction for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks and (3) in the case of a conflict of interest between one or more of the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, such additional counsel as may be reasonably necessaryjurisdiction. This Section 7.03(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) To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under paragraph (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), any LC Issuing Bank, any Swing Line Bank or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such LC Issuing Bank, such Swing Line Bank or such Related Party, as the case may be, such Lender’s Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the aggregate outstanding Commitments, or if there are no Commitments outstanding, the outstanding principal amount of the Advances, at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to any LC Issuing Bank or Swing Line Bank solely in its capacity as such, only the Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Lenders’ Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); and provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such LC Issuing Bank or such Swing Line Bank in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such LC Issuing Bank or any such Swing Line Bank in connection with such capacity. The obligations of the Lenders under this paragraph (c) are subject to the provisions of Section 2.21(c). (d) To the fullest extent permitted by applicable lawApplicable Law, the Borrower shall not assert, and hereby waives, any claim against any Indemniteethe Administrative Agent, each Lender , and the respective Related Parties of the foregoing (each a “Lender-Related Party”), on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, or any other Loan Documentagreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Advance or Letter of Credit, Loan or the use of the proceeds thereof. To No Lender-Related Party shall be liable for any damages arising from the fullest extent permitted use by applicable lawunintended recipients of any information or other materials distributed by it through telecommunications, no Indemnitee shall assert, and each Indemnitee hereby waives, any claim against the Borrower, on any theory of liability, for special, indirect, consequential electronic or punitive damages (as opposed to direct or actual damages) arising out of, other information transmission systems in connection with, with this Agreement or as a result of, this Agreement, any other Loan Document, the transactions contemplated hereby or thereby, any Advance or Letter of Credit, or the use of the proceeds thereof; provided that this waiver shall in no way limit the Borrower’s indemnification obligations in Section 7.03(b) to the extent of any claim by any Person other than the Borrower, the Parent or any Indemnitee or its Related Parties for any of the foregoing to the extent such claim would be covered by Section 7.03(b).

Expenses; Indemnification. (a) The Borrower shall pay reimburse the Administrative Agent for any reasonable out-of-pocket costs and expenses (iincluding reasonable attorneys’ fees and expenses of attorneys for the Administrative Agent (other than internal counsel) all reasonable and documented out of pocket expenses (but only with the Borrower’s prior approval, which shall not be unreasonably withheld or delayed) other advisors and professionals engaged by the Administrative Agent) paid or incurred by the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers and their Affiliates (including the reasonable and documented fees and expenses of counsel for the Administrative Agent), Agent in connection with the syndication of the credit facility evidenced by this Agreement, the preparation, negotiation, execution, delivery delivery, syndication, amendment, modification, and administration of this Agreement and the other Loan Documents (other than Documents. In addition, the Support Agreement) or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) without duplication of any fees separately agreed Borrower also agrees to by the Borrower, pay for all reasonable and documented out of out-of-pocket expenses incurred by any LC Issuing Bank (other than overhead expenses and other similar expenses) 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 expenses incurred by the Administrative Agent, any Lender, any Swing Line Bank or any LC Issuing Bank (including the documented fees costs and expenses of any counsel for the Administrative Agent, any Lender, any Swing Line Bank or any LC Issuing Bank), Agent and each Lender incurred in connection with the enforcement or protection preservation of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Sectionthe Loan Documents (including but not limited to reasonable legal fees and expenses of counsel, or (B) in connection with the Advance 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 Advances or Letters of Credit; provided that the Borrower legal fees and legal expenses shall only be required limited to pay the fees and expenses for (x) of one (1) outside legal counsel plus, if necessary, one special counsel for each relevant specialty and one local counsel per jurisdiction; provided, that, in the Administrative Agentevent of any actual or potential conflict of interest, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, (y) any local and/or regulatory counsel in any applicable jurisdiction Borrower shall be liable for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks fees and the LC Issuing Banks and (z) in the case expenses of a conflict of interest between one or more of the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, such additional counsel as may be reasonably necessaryfor each person or group of persons subject to such conflict). (b) The Borrower shall hereby further agrees to indemnify the Administrative Agent, each Joint Lead Arrangerthe Arrangers, each Lender, each Swing Line Bank Lender and each LC Issuing Bank, and each their respective Related Party of any of the foregoing Persons Parties (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and against all losses, claims, obligations, damages, liabilities penalties, actions, judgments, suits, liabilities, costs, expenses and related disbursements (including, without limitation, all reasonable documented out of pocket costs and expenses (including the reasonable and documented fees and expenses of attorneys and other expenses of litigation or preparation therefor whether or not the Administrative Agent, any Arranger or any Lender is a party thereto, provided that legal fees and legal expenses shall be limited to the fees and expenses of one legal counsel and one local counsel in each relevant jurisdiction for all such Indemnitees, taken as a whole; provided, that, in the event of any actual or potential conflict of interest, the Borrower shall be liable for the fees and expenses of one additional counsel for each person or group of persons subject to such conflict) (“Losses”) which any Indemnitee), incurred by any Indemnitee of them may pay or asserted against any Indemnitee by any Person (including the Borrower or the Parent) other than such Indemnitee and its Related Parties 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 Loan 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 or thereby, (ii) any Advance the direct or Letter of Credit or the use indirect application or proposed use application of the proceeds therefrom (of any Loan hereunder including any refusal by any LC Issuing Bank to honor a demand for payment under a Letter Losses arising out 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 Regulated Substances at, on, under or emanating from any property owned Property, or operated by any liability related to the Borrower, the Parent Borrower or any of its Subsidiaries, or Subsidiaries under any Environmental Proceeding or Environmental Liability related in any way to the Borrower, the Parent or any of its Subsidiaries, (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, the Parent or any of its Subsidiaries, and regardless of whether any Indemnitee is a party thereto, or (v) any claim (including any claim arising from an Environmental Proceeding or Environmental Liability), investigation, litigation or other proceeding (whether or any Indemnitee is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Advances, this Agreement, any other Loan Document, or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby, including reasonable and documented attorneys’ fees; provided that such indemnity shall (x) not, as to any Indemnitee, be available Laws except to the extent that such losses, claims, damages, liabilities or related costs and expenses they (i) are determined in a final non-appealable judgment by a court of competent jurisdiction by final and nonappealable judgment (1) to have resulted from the gross negligence or willful misconduct of such Indemnitee or Indemnitee, (2ii) to have resulted arose from a claim brought by material breach of the Borrower or the Parent against an Indemnitee for breach in bad faith obligations of such Indemnitee’s or any of its Related Parties’ (except the Administrative Agent in its capacity as such) obligations hereunder or under any other Loan Document (as determined by a court of competent jurisdiction in a final, non-appealable judgment) or (iii) arose from any claim, actions, suits, inquiries, litigation, investigation or proceeding that does not involve an act or omission of the Loan Parties and is brought by an Indemnitee against another Indemnitee (y) be limited in the case of attorneys’ fees and expenses to (1) one (1) outside counsel for other than any claim, actions, suits, inquiries, litigation, investigation or proceeding against any Agent, Arranger or the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, (2) any local and/or regulatory counsel Agent in any applicable jurisdiction for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks and (3) in the case of a conflict of interest between one or more its capacity as such). The obligations of the Administrative Agent, Borrower under this Section 10.6 shall survive the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, such additional counsel as may be reasonably necessarytermination of this Agreement. This Section 7.03(b10.6(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) To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under paragraph (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), any LC Issuing Bank, any Swing Line Bank or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such LC Issuing Bank, such Swing Line Bank or such Related Party, as the case may be, such Lender’s Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the aggregate outstanding Commitments, or if there are no Commitments outstanding, the outstanding principal amount of the Advances, at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to any LC Issuing Bank or Swing Line Bank solely in its capacity as such, only the Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Lenders’ Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); and provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such LC Issuing Bank or such Swing Line Bank in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such LC Issuing Bank or any such Swing Line Bank in connection with such capacity. The obligations of the Lenders under this paragraph (c) are subject to the provisions of Section 2.21(c). (d) 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 damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document, the transactions contemplated hereby or thereby, any Advance or Letter of Credit, or the use of the proceeds thereof. To the fullest extent permitted by applicable law, no Indemnitee shall assert, and each Indemnitee hereby waives, any claim against the Borrower, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document, the transactions contemplated hereby or thereby, any Advance or Letter of Credit, or the use of the proceeds thereof; provided that this waiver shall in no way limit the Borrower’s indemnification obligations in Section 7.03(b) to the extent of any claim by any Person other than the Borrower, the Parent or any Indemnitee or its Related Parties for any of the foregoing to the extent such claim would be covered by Section 7.03(b).

Expenses; Indemnification. Subject to the provisions of this Agreement, the Borrower will pay (a) The Borrower shall pay (i) all reasonable and documented out of out-of-pocket costs and expenses incurred by the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers and their Affiliates (including the reasonable and documented fees and expenses of counsel for the Administrative Agent), in connection with the syndication of the credit facility evidenced by this Agreement, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents (other than the Support Agreement) or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) without duplication of any fees separately agreed to by the Borrower, all reasonable and documented out of pocket expenses incurred by any LC Issuing Bank (other than overhead expenses and other similar expenses) 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 expenses incurred by the Administrative Agent, any Lender, any Swing Line Bank or any LC Issuing Bank (including the documented fees and expenses of any counsel for the Administrative Agent, any Lender, any Swing Line Bank or any LC Issuing Bank), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Advance 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 Advances or Letters of Credit; provided that the Borrower shall only be required to pay the fees and expenses for (x) one (1) outside counsel for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, (y) any local and/or regulatory counsel in any applicable jurisdiction for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks and (z) in the case of a conflict of interest between one or more of the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, such additional counsel as may be reasonably necessary. (b) The Borrower shall indemnify the Administrative Agent, each Joint Lead Arranger, each Lender, each Swing Line Bank Sustainability Structuring Agent and each LC Issuing Bank, Arranger 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 reasonable documented out of pocket costs and expenses (including the reasonable and documented fees and expenses of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Borrower or the Parent) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other 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 Advance or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any LC 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, the Parent or any of its Subsidiaries, or any Environmental Proceeding or Environmental Liability related in any way to the Borrower, the Parent or any of its Subsidiaries, (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, the Parent or any of its Subsidiaries, and regardless of whether any Indemnitee is a party thereto, or (v) any claim (including any claim arising from an Environmental Proceeding or Environmental Liability), investigation, litigation or other proceeding (whether or any Indemnitee is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Advances, this Agreement, any other Loan Document, or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby, including reasonable and documented attorneys’ fees; provided that such indemnity shall (x) not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related costs and expenses are determined by a court of competent jurisdiction by final and nonappealable judgment (1) to have resulted from the gross negligence or willful misconduct of such Indemnitee or (2) to have resulted from a claim brought by the Borrower or the Parent against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document and (y) be limited in the case of attorneys’ fees and expenses to (1) one (1) outside counsel for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, (2) any local and/or regulatory counsel in any applicable jurisdiction for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks and (3) in the case of a conflict of interest between one or more of the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, such additional counsel as may be reasonably necessary. This Section 7.03(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) To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under paragraph (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), any LC Issuing Bank, any Swing Line Bank or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such LC Issuing Bank, such Swing Line Bank or such Related Party, as the case may be, such Lender’s Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the aggregate outstanding Commitments, or if there are no Commitments outstanding, the outstanding principal amount of the Advances, at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to any LC Issuing Bank or Swing Line Bank solely in its capacity as such, only the Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Lenders’ Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); and provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such LC Issuing Bank or such Swing Line Bank in its capacity as such, or against any Related Party of any of the foregoing acting (including the reasonable and documented legal fees, out-of-pocket costs and other reasonable expenses of counsel for the Administrative Agent (or any such sub-agent), such LC Issuing Bank or any such Swing Line Bank and the Sustainability Structuring Agent) in connection with the preparation, execution and delivery of this Agreement, the Notes, the other Loan Documents and any amendments, modifications or waivers hereto or thereto; provided that payments in respect of legal fees and expenses shall be limited to reasonable and documented costs and expenses of a single external counsel to the Administrative Agent, the Sustainability Structuring Agent and each Arranger and their respective Related Parties and, if reasonably necessary, one local or special counsel in any relevant jurisdiction to such capacity. The obligations Persons (and, in the case of an actual or perceived conflict of interest where the Person affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Person, and, if reasonably necessary, of a single firm of local or special counsel acting in multiple jurisdictions), (b) all out-of-pocket costs and expenses incurred by the Administrative Agent, the Sustainability Structuring Agent and the Lenders (including the fees, charges and disbursements of counsel to the Administrative Agent, the Sustainability Structuring Agent and the Lenders) in connection with the enforcement and protection of the rights of the Lenders under this paragraph Agreement, the Notes or the other Loan Documents, and (c) are subject to all reasonable and documented out-of-pocket costs and expenses of periodic audits by the provisions Administrative Agent’s personnel of Section 2.21(c). (d) To the fullest extent permitted by applicable lawBorrower’s books and records provided that so long as an Event of Default has not occurred and is continuing, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, be required to pay for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document, the transactions contemplated hereby or thereby, any Advance or Letter of Credit, or the use of the proceeds thereof. To the fullest extent permitted by applicable law, no Indemnitee shall assert, and each Indemnitee hereby waives, any claim against the Borrower, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document, the transactions contemplated hereby or thereby, any Advance or Letter of Credit, or the use of the proceeds thereof; provided that this waiver shall in no way limit the Borrower’s indemnification obligations in Section 7.03(b) to the extent of any claim by any Person other than the Borrower, the Parent or any Indemnitee or its Related Parties for any of the foregoing to the extent only one such claim would be covered by Section 7.03(b).audit during any

Expenses; Indemnification. (a) The Borrower Company shall pay reimburse the Administrative Agent, the Arrangers and their respective Affiliates for any reasonable out-of-pocket costs and expenses documented in reasonable detail (i) limited in the case of legal fees and expenses, to the reasonable fees, charges and disbursements of one firm of counsel and a single firm of local counsel in each relevant jurisdiction, in each case acting for the foregoing collectively), upon presentation of a reasonably detailed statement of all reasonable such costs and documented out of pocket expenses expenses, paid or incurred by the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers and their respective Affiliates (including the reasonable and documented fees and expenses of counsel for the Administrative Agent), in connection with the syndication preparation, negotiation, execution, delivery, syndication, review, amendment, modification, and administration (including, without limitation, preparation of the credit facility evidenced by this Agreementreports described below) of the Loan Documents (which, in the case of preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents (other than the Support Agreement) or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummatedlimited to a single counsel and a single local counsel in each relevant jurisdiction), (ii) without duplication of any fees separately agreed to by the Borrower, as well as all reasonable out-of-pocket costs and documented out of pocket expenses incurred by any LC Issuing Bank (other than overhead expenses and other similar expenses) the Issuers in connection with the issuance, amendment, renewal or extension of any Letter Facility Letters of Credit or any demand for payment thereunder thereunder. The Company also agrees to reimburse the Administrative Agent, the Issuers and the Lenders for any reasonable out-of-pocket costs and expenses (iiilimited in the case of legal fees and expenses, to the fees, charges and disbursements of one firm of counsel and a single firm of local counsel in each relevant jurisdiction, in each case acting for the foregoing collectively, plus in the case of an actual or perceived conflict of interest where the person affected by such conflict informs the Company of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected person 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) all documented out of pocket expenses for such affected person) paid or incurred by the Administrative Agent, any Lender, any Swing Line Bank Issuer or any LC Issuing Bank (including the documented fees and expenses of any counsel for the Administrative Agent, any Lender, any Swing Line Bank or any LC Issuing Bank), Lender in connection with the collection and enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents. The Company also agrees to reimburse each of the Initial TLA-1 Principal Lenders for any reasonable and documented out-of-pocket costs and expenses (including, including its rights under this Sectionwithout limitation, the reasonable and documented fees, expenses and disbursements of Stroock & Stroock & L▇▇▇▇ LLP, as counsel to an Initial TLA-1 Principal Lender, and P▇▇▇, Weiss, Rifkind, W▇▇▇▇▇▇ & G▇▇▇▇▇▇▇ LLP, as counsel to an Initial TLA-1 Principal Lender, and any reasonably necessary local or (Bforeign counsel and other professional advisors, of any Initial TLA-1 Principal Lender) in connection with the Advance made or Letters of Credit issued hereunderSixth Amendment, including all such out actions and investigations undertaken in accordance with the terms of pocket expenses incurred during any workout, restructuring or negotiations the Sixth Amendment in respect of such Advances or Letters the provision of Credit; provided that the Borrower shall only be required to pay the fees and expenses for (x) one (1) outside counsel for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, (y) any local and/or regulatory counsel additional Collateral in any applicable jurisdiction for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks and (z) in the case of a conflict of interest between one or more respect of the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, such additional counsel as may be reasonably necessaryObligations. (b) The Borrower shall Company hereby further agrees to indemnify the Administrative Agent, each Joint Lead Arrangerthe Arrangers, the Issuers, each Lender, Lender and the respective Related Parties of each Swing Line Bank and each LC Issuing Bank, and each Related Party of any of the foregoing Persons (each such Person being called party, an “Indemnitee”) against, and hold each Indemnitee them harmless from, any from and against all losses, claims, damages, liabilities and related expenses, including without limitation, any reasonable and documented out of pocket costs (in reasonable detail) legal fees and expenses (including but limited in the reasonable and documented case of legal fees and expenses expenses, to a single firm of counsel for all such 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 an actual or perceived conflict of interest where the Indemnitee affected by such conflict informs the Company of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnitee 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 such affected Indemnitee)) of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Borrower or the Parent) other than such Indemnitee and its Related Parties to the extent arising out of, in connection with, with or as a result of (i) the execution or delivery of this AgreementTransactions, any other Loan Document or any agreement or instrument contemplated hereby or therebyincluding, without limitation, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions financings contemplated hereby or thereby, (ii) any Advance or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any LC 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, the Parent or any of its Subsidiaries, or any Environmental Proceeding or Environmental Liability related in any way to the Borrower, the Parent transactions connected therewith or any of its Subsidiaries, (iv) any actual or prospective claim, litigation, investigation or proceeding relating to (regardless of whether any such Indemnitee is a party thereto and regardless of the foregoingwhether such claim, whether based on contractlitigation, tort investigation or any other theory, whether proceeding is brought by a third party or by the Borrower, the Parent Company or any of its Subsidiaries, and regardless ) to the extent related to any of whether any Indemnitee is a party thereto, or (v) any claim (including any claim arising from an Environmental Proceeding or Environmental Liability), investigation, litigation or other proceeding (whether or any Indemnitee is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Advances, this Agreement, any other Loan Document, or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby, including reasonable and documented attorneys’ feesforegoing; provided that such the foregoing indemnity shall (x) will not, as to any Indemnitee, be available apply to the extent that such losses, claims, damages, liabilities and related expenses to the extent they (a) are found in a final and non-appealable judgment of a court of competent jurisdiction to have resulted from the willful misconduct or related costs gross negligence of such Indemnitee or any of its Related Parties, (b) result from a claim brought by the Company or any of its Subsidiaries against such Indemnitee or any of its Related Parties for material breach of such Indemnitee’s or any of its Related Parties’ obligations hereunder if the Company or such Subsidiary has obtained a final and expenses are non-appealable judgment in its or its Subsidiary’s favor on such claim as determined by a court of competent jurisdiction by final and nonappealable judgment (1) to have resulted from the gross negligence or willful misconduct of such Indemnitee or (2) to have resulted from a claim brought by the Borrower or the Parent against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document and (y) be limited in the case of attorneys’ fees and expenses to (1) one (1) outside counsel for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, (2c) any local and/or regulatory counsel dispute solely among Indemnitees or their respective Related Parties other than claims against any agent or arranger in its capacity or in fulfilling its role as agent or arranger or any applicable jurisdiction for similar role under the Administrative Agent, Credit Facilities and other than claims to the Syndication Agent, extent arising out of any act or omission on the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks and (3) in the case of a conflict of interest between one or more part of the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, such additional counsel as may be reasonably necessaryCompany or its Affiliates. This Section 7.03(b) paragraph shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. claims or damages arising from any non-Tax claim. (c) To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under paragraph (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), any LC Issuing Bank, any Swing Line Bank or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such LC Issuing Bank, such Swing Line Bank or such Related Party, as the case may be, such Lender’s Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the aggregate outstanding Commitments, or if there are no Commitments outstanding, the outstanding principal amount of the Advances, at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to any LC Issuing Bank or Swing Line Bank solely in its capacity as such, only the Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Lenders’ Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); and provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such LC Issuing Bank or such Swing Line Bank in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such LC Issuing Bank or any such Swing Line Bank in connection with such capacity. The obligations of the Lenders Company under this paragraph (c) are subject to Section 10.6 shall survive the provisions termination of Section 2.21(c). (d) 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 damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document, the transactions contemplated hereby or thereby, any Advance or Letter of Credit, or the use of the proceeds thereof. To the fullest extent permitted by applicable law, no Indemnitee shall assert, and each Indemnitee hereby waives, any claim against the Borrower, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document, the transactions contemplated hereby or thereby, any Advance or Letter of Credit, or the use of the proceeds thereof; provided that this waiver shall in no way limit the Borrower’s indemnification obligations in Section 7.03(b) to the extent of any claim by any Person other than the Borrower, the Parent or any Indemnitee or its Related Parties for any of the foregoing to the extent such claim would be covered by Section 7.03(b).

Expenses; Indemnification. (a) The Borrower shall pay (i) all The Company will reimburse the Anomaly Board Representative for their reasonable and documented out of out-of-pocket expenses incurred by the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers and their Affiliates (including the reasonable and documented fees and expenses of counsel for the Administrative Agent), in connection with the syndication travel to or from and attendance at each meeting of the credit facility evidenced by this AgreementBoard of Directors. In addition, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents (other than the Support Agreement) or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall Anomaly Board Representative will be consummated), (ii) without duplication of any fees separately agreed entitled to by the Borrower, all reasonable and documented out of pocket expenses incurred by any LC Issuing Bank (other than overhead expenses and other similar expenses) compensation in connection accordance with the issuanceCompany’s non-employee director compensation policy, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all documented out of pocket expenses incurred by the Administrative Agent, any Lender, any Swing Line Bank or any LC Issuing Bank (including the documented fees and expenses of any counsel for the Administrative Agent, any Lender, any Swing Line Bank or any LC Issuing Bank), as in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Advance 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 Advances or Letters of Crediteffect from time to time; provided that the Borrower Company shall only cooperate to the fullest extent possible with any transfer or assignment to Anomaly or its designee of any compensation, whether in cash, securities, or other property, which the Anomaly Board Representative is entitled to receive from the Company for serving on the board of directors, if so required by any Anomaly policy or agreement applicable to the Anomaly Board Representative. (ii) The Anomaly Board Representative shall be required entitled to pay indemnification by the fees and expenses for (x) one (1) outside counsel for Company to the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks maximum extent permitted by applicable law and the LC Issuing BanksCompany’s governing documents and shall enter into the Company’s standard form of indemnification agreement with its executive officers and directors, (y) any local and/or regulatory counsel in any applicable jurisdiction for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks and (z) in the case of a conflict of interest between one or more of the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, such additional counsel as may be reasonably necessary. amended from time to time, on terms at least as favorable to the Anomaly Board Representative as those then provided by the Company to any other member of the board of directors. The Company hereby acknowledges that the Anomaly Board Representative may have certain rights to indemnification, advancement of expenses and/or insurance provided by Anomaly or certain of its affiliates (b) The Borrower shall indemnify collectively, the Administrative Agent, each Joint Lead Arranger, each Lender, each Swing Line Bank and each LC Issuing Bank“Anomaly Indemnitors”), and each Related Party agrees that the liability of the Company in respect of its obligations to the Anomaly Board Representative in respect of indemnification, expense advancement, amounts paid in compromise or settlement, and the other obligations of the Company pursuant to such indemnification agreement or similar or related obligation of the Company shall be primary, without regard to any advancement or payment by any Anomaly Indemnitor on behalf 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 reasonable documented out of pocket costs and expenses (including the reasonable and documented fees and expenses of any counsel for any Indemnitee), incurred Anomaly Board Representative. Without limitation by any Indemnitee or asserted against any Indemnitee by any Person (including the Borrower or the Parent) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other 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 Advance or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any LC 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, the Parent or any of its Subsidiaries, or any Environmental Proceeding or Environmental Liability related in any way to the Borrower, the Parent or any of its Subsidiaries, (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contractthe Company hereby irrevocably waives, tort relinquishes and releases the Anomaly Indemnitors from any and all claims against any of them for contribution, subrogation or any other theory, whether brought by a third party recovery of any kind in respect of any Company obligation to the Anomaly Board Representative under any indemnification agreement or similar or related obligation of the Company. In no case shall the terms of any agreement with the Company entered into by the BorrowerAnomaly Board Representative be deemed to terminate, amend, modify or replace the Parent or any of its Subsidiaries, and regardless of whether any Indemnitee is a party thereto, or (v) any claim (including any claim arising from an Environmental Proceeding or Environmental Liability), investigation, litigation or other proceeding (whether or any Indemnitee is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Advances, this Agreement, any other Loan Document, or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby, including reasonable and documented attorneys’ fees; provided that such indemnity shall (x) not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related costs and expenses are determined by a court of competent jurisdiction by final and nonappealable judgment (1) to have resulted from the gross negligence or willful misconduct of such Indemnitee or (2) to have resulted from a claim brought by the Borrower or the Parent against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document and (y) be limited in the case of attorneys’ fees and expenses to (1) one (1) outside counsel for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, (2) any local and/or regulatory counsel in any applicable jurisdiction for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks and (3) in the case of a conflict of interest between one or more of the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, such additional counsel as may be reasonably necessary. This Section 7.03(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) To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under paragraph (a) or (b) terms of this Section 5.2(c)(ii) unless the Anomaly Board Representative explicitly consents to be paid such termination, amendment, modification or replacement by it specific reference to this Section 5.2(c)(ii). The Company agrees that the Administrative Agent (or any sub-agent thereof), any LC Issuing Bank, any Swing Line Bank or any Related Party of any Anomaly Indemnitors are express third party beneficiaries of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such LC Issuing Bank, such Swing Line Bank or such Related Party, as the case may be, such Lender’s Pro Rata Share (determined as terms of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the aggregate outstanding Commitments, or if there are no Commitments outstanding, the outstanding principal amount of the Advances, at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to any LC Issuing Bank or Swing Line Bank solely in its capacity as such, only the Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Lenders’ Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); and provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such LC Issuing Bank or such Swing Line Bank in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such LC Issuing Bank or any such Swing Line Bank in connection with such capacity. The obligations of the Lenders under this paragraph (c) are subject to the provisions of Section 2.21(c5.2(c)(ii). (d) 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 damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document, the transactions contemplated hereby or thereby, any Advance or Letter of Credit, or the use of the proceeds thereof. To the fullest extent permitted by applicable law, no Indemnitee shall assert, and each Indemnitee hereby waives, any claim against the Borrower, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document, the transactions contemplated hereby or thereby, any Advance or Letter of Credit, or the use of the proceeds thereof; provided that this waiver shall in no way limit the Borrower’s indemnification obligations in Section 7.03(b) to the extent of any claim by any Person other than the Borrower, the Parent or any Indemnitee or its Related Parties for any of the foregoing to the extent such claim would be covered by Section 7.03(b).

Expenses; Indemnification. (a) The Borrower Company shall pay (i) all reasonable and documented out fees and expenses of pocket expenses incurred by the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers and their Affiliates the Agents (including the reasonable and documented fees and expenses of special counsel for the Administrative Agent), in connection with the syndication of the credit facility evidenced by this Agreement, the preparation, negotiation, execution, delivery and administration of this Agreement Arrangers and the other Loan Documents (other than the Support Agreement) or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) without duplication of any fees separately agreed to by the Borrower, all reasonable and documented out of pocket expenses incurred by any LC Issuing Bank (other than overhead expenses and other similar expensesAgents) in connection with the issuance, preparation of this Agreement (or the amendment, renewal modification or extension of any Letter of Credit or any demand for payment thereunder waiver thereof) as previously agreed upon between the Company, the Arrangers and the Agents and (iiiii) if an Event of Default occurs, all documented out of reasonable out-of-pocket expenses incurred by the Administrative AgentAgents and the Lenders, any Lender, any Swing Line Bank or any LC Issuing Bank (including the reasonable and documented fees and expenses of any counsel for the Administrative Agent, any Lender, any Swing Line Bank or any LC Issuing Bank), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Advance 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 Advances or Letters of Credit; provided that the Borrower shall only be required to pay the fees and expenses for no more than (x) one counsel to the Agents (1) outside plus one local counsel for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks in each applicable jurisdiction and the LC Issuing Banksone specialty counsel in each applicable specialty), (y) any one counsel to the Lenders (plus one local and/or regulatory counsel in any each applicable jurisdiction for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks one specialty counsel in each applicable specialty) and (z) in the case of a an actual conflict of interest between interest, one or more of the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, such additional counsel for each group of similarly situated affected persons, taken as may be reasonably necessarya whole, in connection with such Event of Default and collection and other enforcement proceedings resulting therefrom. (b) The Borrower shall Company agrees to indemnify the Administrative Agent, each Joint Lead Arranger, each Agent and Lender, each Swing Line Bank their respective affiliates and each LC Issuing Bankthe respective directors, officers, agents and each Related Party of any employees of the foregoing Persons (each such Person being called an “Indemnitee”; and each of the affiliates and other Persons with respect to any particular Agent or Lender, its “Related Persons”) against, and hold each Indemnitee harmless from, from and against (and to reimburse each Indemnitee on demand for) any and all claims, liabilities, losses, claims, damages, liabilities and related reasonable documented out of pocket costs and reasonable expenses of any kind (including including, without limitation, the reasonable and documented fees and expenses disbursements of counsel, limited to (x) one counsel for the Agents (plus one local counsel in each applicable jurisdiction and one specialty counsel in each applicable specialty), (y) one counsel for the Lenders (plus one local counsel in each applicable jurisdiction and one specialty counsel in each applicable specialty), and (z) in the case of an actual conflict of interest, one additional counsel in each relevant jurisdiction for each group of similarly situated affected Indemnitees, taken as a whole) incurred by such Indemnitee in response to or in defense of any counsel for any Indemnitee)investigative, incurred by any Indemnitee administrative or asserted against any Indemnitee by any Person (including the Borrower judicial proceeding relating to or the Parent) other than such Indemnitee and its Related Parties arising out of, in connection with, of this Agreement or as a result any actual or proposed use of proceeds of Loans hereunder or any related transaction; provided that no Indemnitee shall have the right to be indemnified hereunder (i) to the execution extent such indemnification relates to relationships of, between or delivery of this Agreementamong each of, any other Loan Document or any agreement or instrument contemplated hereby or therebyof, the performance by Agents, the parties hereto of their respective obligations hereunder Lenders or thereunder any Eligible Assignee or the consummation of the transactions contemplated hereby or therebyParticipant, (ii) any Advance or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any LC 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, the Parent Indemnitee’s or any of its SubsidiariesRelated Persons’ gross negligence, bad faith or any Environmental Proceeding willful misconduct or Environmental Liability related in any way to the Borrower, the Parent material breach by such Indemnitee or any of its Subsidiaries, Related Persons of their obligations (ivif any) 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, the Parent or any of its Subsidiaries, and regardless of whether any Indemnitee is a party thereto, or (v) any claim (including any claim arising from an Environmental Proceeding or Environmental Liability), investigation, litigation or other proceeding (whether or any Indemnitee is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Advances, under this Agreement, any other Loan Document, or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby, including reasonable and documented attorneys’ fees; provided that such indemnity shall (x) not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related costs and expenses are determined by a final and non-appealable judgment of a court of competent jurisdiction or (iii) for any settlement entered into by final and nonappealable judgment (1) to have resulted from the gross negligence or willful misconduct of such Indemnitee without the Company’s written consent (not to be unreasonably withheld, conditioned or (2) to have resulted from a claim brought by the Borrower or the Parent against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document and (y) be limited in the case of attorneys’ fees and expenses to (1) one (1) outside counsel for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, (2) any local and/or regulatory counsel in any applicable jurisdiction for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks and (3) in the case of a conflict of interest between one or more of the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, such additional counsel as may be reasonably necessarydelayed). This Section 7.03(b) shall not apply with respect to any Indemnified Taxes, Other Taxes other than any Taxes that represent lossesor Excluded Taxes, claims, damages, etc. arising from any non-Tax claimwhich shall be covered solely by Section 8.03. (c) To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under paragraph (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), any LC Issuing Bank, any Swing Line Bank or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such LC Issuing Bank, such Swing Line Bank or such Related Party, as the case may be, such Lender’s Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the aggregate outstanding Commitments, or if there are no Commitments outstanding, the outstanding principal amount of the Advances, at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to any LC Issuing Bank or Swing Line Bank solely in its capacity as such, only the Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Lenders’ Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); and provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such LC Issuing Bank or such Swing Line Bank in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such LC Issuing Bank or any such Swing Line Bank in connection with such capacity. The obligations of the Lenders under this paragraph (c) are subject to the provisions of Section 2.21(c). (d) To the fullest extent permitted by applicable law, none of the Borrower Company, the Agents and the Lenders shall not assert, and each of the Company, the Agents and the Lenders hereby waives, and acknowledges that no other Person shall have, any claim against the Company, any Indemnitee or any Indemnitee’s Related Person, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document, the transactions contemplated hereby or therebyhereby, any Advance or Letter of Credit, or the use of the proceeds thereof. To the fullest extent permitted by applicable law, no Indemnitee shall assert, and each Indemnitee hereby waives, any claim against the Borrower, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document, the transactions contemplated hereby or thereby, any Advance or Letter of Credit, or the use of the proceeds thereof; provided that nothing contained in this waiver Section 9.04(c) shall in no way limit the BorrowerCompany’s indemnification indemnity or reimbursement obligations set forth in Section 7.03(b9.04(b) to the extent of such special, indirect, consequential or punitive damages are included in any third party claim by any Person other than the Borrower, the Parent or any in connection with which such Indemnitee or its Indemnitee’s Related Parties for any Person is entitled to indemnification hereunder. (d) All payments of fees and expenses and reimbursements by the foregoing Company pursuant to this Section 9.04 shall be made not later than 30 days (or during an Event of Default, not later than 10 Business Days) following receipt by the extent Company from the applicable Agent or Lender of an invoice setting forth in reasonable detail such claim would amounts to be covered by Section 7.03(b).paid,

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable and documented out of out-of-pocket expenses incurred by of the Administrative AgentAgents, the Syndication AgentCustodian, the Joint Lead Arrangers Document Custodian, the Securities Intermediary and their Affiliates (including the each Lender, including, without limitation, reasonable and documented fees and disbursements of counsel (but limited, in the case of legal fees and expenses, to the reasonable and documented legal fees and expenses of counsel (1) one law firm for the Administrative Agent and the Lenders, taken as a whole, (2) one law firm for the Document Custodian, (3) one law firm for the Collateral Agent), the Collateral Administrator and the Custodian, taken as a whole, (4) if reasonably necessary, one local counsel in any relevant jurisdiction (which may include a single firm of counsel acting in multiple jurisdictions) and (5) in the case of any actual or perceived conflict of interest where any such Person affected by such conflict informs the Borrower of such conflict, in each case, a single additional firm or counsel in each relevant jurisdiction for all similarly situated affected Persons) in connection with the syndication preparation, syndications and administration of the credit facility evidenced by this Agreement, the preparationLoan Documents and any documents and instruments referred to therein, negotiationand further modifications or syndications of the Loans in connection therewith, execution, delivery and the administration of this Agreement and the other Loan Documents (other than the Support Agreement) Loans, any waiver or consent hereunder or any amendments, modifications amendment or waivers of the provisions modification hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), any Default; and (ii) without duplication of any fees separately agreed to by the Borrower, all reasonable and documented out of out-of-pocket expenses incurred by any LC Issuing Bank Agent and any Lender (other than overhead expenses but limited, in the case of legal fees and other similar expenses) in connection with , to the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder reasonable and (iii) all documented out of pocket expenses incurred by the Administrative Agent, any Lender, any Swing Line Bank or any LC Issuing Bank (including the documented legal fees and expenses of any counsel (1) one law firm for the Administrative Agent and the Lenders, taken as a whole, (2) one law firm for the Document Custodian, (3) one law firm for the Collateral Agent, the Collateral Administrator and the Custodian, taken as a whole, (4) if reasonably necessary, one local counsel in any Lenderrelevant jurisdiction (which may include a single firm of counsel acting in multiple jurisdictions) and (5) in the case of any actual or perceived conflict of interest where any such Person affected by such conflict informs the Borrower of such conflict, any Swing Line Bank or any LC Issuing Bankin each case, a single additional firm of counsel in each relevant jurisdiction for all similarly situated affected Persons), including reasonable and documented fees and disbursements of counsel for each Agent, in connection with the enforcement or protection of its rights (A) in connection with this Agreement the Loan Documents and the instruments referred to therein and such collection, bankruptcy, insolvency and other Loan Documents, including its rights under this Section, or (B) in connection with the Advance 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 Advances or Letters of Credit; provided that the Borrower shall only be required to pay the fees and expenses for (x) one (1) outside counsel for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, (y) any local and/or regulatory counsel in any applicable jurisdiction for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks and (z) in the case of a conflict of interest between one or more of the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, such additional counsel as may be reasonably necessaryenforcement proceedings resulting therefrom. (b) The Borrower shall agrees to indemnify the Administrative Agent, each Joint Lead Arrangerthe Collateral Agent, the Collateral Administrator, the Custodian, the Document Custodian, the Securities Intermediary and each Lender, each Swing Line Bank their respective affiliates and each LC Issuing Bankthe respective directors, officers, agents and each Related Party of any employees of the foregoing Persons (each such Person being called each, an “Indemnitee”) against, and hold each Indemnitee harmless from, from and against any and all liabilities, losses, claims, damages, liabilities and related reasonable documented out of pocket costs and expenses (including of any kind, including, without limitation, the reasonable and documented fees and disbursements of counsel for each Agent (but limited, in the case of legal fees and expenses, to the reasonable and documented legal fees and expenses of (1) one law firm for the Administrative Agent and the Lenders, taken as a whole, (2) one law firm for the Document Custodian, (3) one law firm for the Collateral Agent, the Collateral Administrator and the Custodian, taken as a whole, (4) if reasonably necessary, one local counsel in any relevant jurisdiction (which may include a single firm or counsel acting in multiple jurisdictions) and (5) in the case of an actual or perceived conflict of interest where any such Indemnitee affected by such conflict informs the Borrower of such conflict, in each case, a single additional firm of counsel in each relevant jurisdiction for any Indemniteeall similarly situated affected Indemnitees), which may be incurred by such Indemnitee in connection with any investigative, administrative or 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 asserted against any Indemnitee by any Person (including the Borrower or the Parent) other than such Indemnitee and its Related Parties arising out of, or in connection withany way related to or by reason of, or as a result of (i) any of the execution transactions contemplated by the Loan Documents or the execution, delivery or performance of this Agreementany Loan Document, (ii) the grant to the Collateral Agent, the Lenders of any other Lien, on the Collateral, (iii) the exercise by the Administrative Agent, the Collateral Agent, the Lenders or of their rights and remedies (including, without limitation, foreclosure) under any agreements creating any such Lien, (iv) the failure of the Collateral Agent to have a valid and perfected Lien on any Collateral, (v) a breach by the Borrower of any representation, warranty or covenant contained in any Loan Document or any agreement document relating to any Collateral or instrument contemplated hereby (vi) any loss arising from any action or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation inaction of the transactions contemplated hereby or thereby, (ii) any Advance or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any LC 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, the Parent Borrower or any of its Subsidiaries, Affiliates regarding the administration of any Collateral or any Environmental Proceeding or Environmental Liability related in any way to the Borrower, the Parent or any of its Subsidiaries, (iv) any actual or prospective claim, litigation, investigation or proceeding otherwise relating to such Collateral (other than an Obligor’s financial inability to make payments with respect to any of the foregoingsuch Collateral) but excluding, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower, the Parent or any of its Subsidiaries, and regardless of whether any Indemnitee is a party thereto, or (v) any claim (including any claim arising from an Environmental Proceeding or Environmental Liability), investigation, litigation or other proceeding (whether or any Indemnitee is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Advances, this Agreement, any other Loan Document, or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby, including reasonable and documented attorneys’ fees; provided that such indemnity shall (x) noteach case, as to any Indemnitee, be available to the extent that any such losses, claimsliabilities, damages, liabilities expenses or related costs and expenses are incurred by reason of the bad faith, gross negligence or willful misconduct by such Indemnitee with respect to its obligations under this Agreement as finally determined by a court of competent jurisdiction by in a final and nonappealable judgment (1) to have resulted from the gross negligence or willful misconduct of such Indemnitee or (2) to have resulted from a claim brought by the Borrower or the Parent against an Indemnitee for breach in bad faith of such Indemniteedecision. The Borrower’s obligations hereunder or under any other Loan Document and (y) be limited in this Section 12.3 shall survive the case termination of attorneys’ fees and expenses to (1) one (1) outside counsel for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks this Agreement and the LC Issuing Banks, (2) any local and/or regulatory counsel in any applicable jurisdiction for payment of the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks Obligations and the LC Issuing Banks and (3) in resignation or removal of an Agent. For the case sake of a conflict of interest between one or more of the Administrative Agentclarity, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, such additional counsel as may be reasonably necessary. This this Section 7.03(b12.3(b) shall not apply with respect to Taxes Taxes, other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. (c) To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under paragraph (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), any LC Issuing Bank, any Swing Line Bank or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such LC Issuing Bank, such Swing Line Bank or such Related Party, as the case may be, such Lender’s Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the aggregate outstanding Commitments, or if there are no Commitments outstanding, the outstanding principal amount of the Advances, at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to any LC Issuing Bank or Swing Line Bank solely in its capacity as such, only the Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Lenders’ Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); and provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such LC Issuing Bank or such Swing Line Bank in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such LC Issuing Bank or any such Swing Line Bank in connection with such capacity. The obligations of the Lenders under this paragraph (c) are subject to the provisions of Section 2.21(c). (d) 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 damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document, the transactions contemplated hereby or thereby, any Advance or Letter of Credit, or the use of the proceeds thereof. To the fullest extent permitted by applicable law, no Indemnitee shall assert, and each Indemnitee hereby waives, any claim against the Borrower, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document, the transactions contemplated hereby or thereby, any Advance or Letter of Credit, or the use of the proceeds thereof; provided that this waiver shall in no way limit the Borrower’s indemnification obligations in Section 7.03(b) to the extent of any claim by any Person other than the Borrower, the Parent or any Indemnitee or its Related Parties for any of the foregoing to the extent such claim would be covered by Section 7.03(b).

Expenses; Indemnification. (a) The Borrower shall pay (i) reasonable, documented out-of-pocket expenses, including the reasonable fees and expenses of one special counsel for the Administrative Agent in connection with the preparation of this Agreement and (ii) if an Event of Default occurs, all reasonable and reasonable, documented out of out-of-pocket expenses incurred by the Administrative AgentAgent and the Lenders, the Syndication Agent, the Joint Lead Arrangers and their Affiliates (including the reasonable and documented fees and expenses of one outside counsel for the Administrative AgentAgent and the Lenders (in addition to one local counsel in each applicable local jurisdiction if reasonably necessary as determined by the Administrative Agent and, if the Administrative Agent or one or more Lenders shall determine in good faith that there is an actual conflict between its interests and the interests of the Lenders or other Lenders, as the case may be, one additional counsel for each such Lender), in connection with the syndication such Event of the credit facility evidenced by this Agreement, the preparation, negotiation, execution, delivery Default and administration of this Agreement and the other Loan Documents (other than the Support Agreement) or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) without duplication of any fees separately agreed to by the Borrower, all reasonable and documented out of pocket expenses incurred by any LC Issuing Bank (other than overhead expenses collection and other similar expenses) 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 expenses incurred by the Administrative Agent, any Lender, any Swing Line Bank or any LC Issuing Bank (including the documented fees and expenses of any counsel for the Administrative Agent, any Lender, any Swing Line Bank or any LC Issuing Bank), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Advance 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 Advances or Letters of Credit; provided that the Borrower shall only be required to pay the fees and expenses for (x) one (1) outside counsel for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, (y) any local and/or regulatory counsel in any applicable jurisdiction for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks and (z) in the case of a conflict of interest between one or more of the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, such additional counsel as may be reasonably necessaryproceedings resulting therefrom. (b) The Borrower shall agrees to indemnify the Administrative Agent, each Joint Lead Arranger, Issuing Lender and each Lender, each Swing Line Bank their respective affiliates and each LC Issuing Bankthe respective directors, 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 and related reasonable documented out of pocket costs and reasonable expenses (including of any kind, including, without limitation, the reasonable and reasonable, documented fees and expenses disbursements of any one outside counsel selected by the Administration Agent for the Indemnitees (in addition to one local counsel in each applicable local jurisdiction if reasonably necessary as determined by the Administrative Agent and, to the extent one or more Indemnitees shall determine in good faith that there is an actual conflict between its interests and the interests of other Indemnitees, one additional counsel for any each such Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Borrower or the Parent) other than such Indemnitee and its Related Parties in response to or in defense of any investigative, administrative or judicial proceeding brought or threatened against the Administrative Agent, any Issuing Lender or any Lender relating to or arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan 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 Advance or Letter of Credit or the use actual or proposed use of proceeds of Loans; provided that no Indemnitee shall have the proceeds therefrom right to be indemnified hereunder (including i) to the extent such indemnification relates to relationships between or among each of, or any refusal by of, the Administrative Agent, the Issuing Lenders, the Lenders or any LC Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do Assignee or Participant and does not strictly comply with the terms of such Letter of Credit), (iii) involve any actual act or alleged presence or release of Hazardous Materials on or from any property owned or operated omission by the Borrower, the Parent Borrower or (ii) for such Indemnitee’s own gross negligence or willful misconduct or any bad faith breach by such Indemnitee of any of its Subsidiaries, or any Environmental Proceeding or Environmental Liability related in any way to the Borrower, the Parent or any of its Subsidiaries, (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, the Parent or any of its Subsidiaries, and regardless of whether any Indemnitee is a party thereto, or (v) any claim (including any claim arising from an Environmental Proceeding or Environmental Liability), investigation, litigation or other proceeding (whether or any Indemnitee is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Advances, this Agreement, any other Loan Document, or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby, including reasonable and documented attorneys’ fees; provided that such indemnity shall (x) not, material obligations hereunder as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related costs and expenses are determined by a court of competent jurisdiction by final and nonappealable judgment (1) to have resulted from the gross negligence or willful misconduct of such Indemnitee or (2) to have resulted from a claim brought by the Borrower or the Parent against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document and (y) be limited in the case of attorneys’ fees and expenses to (1) one (1) outside counsel for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, (2) any local and/or regulatory counsel in any applicable jurisdiction for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks and (3) in the case of a conflict of interest between one or more of the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, such additional counsel as may be reasonably necessaryjudgment. This Section 7.03(b9.04(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) . To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under paragraph (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), any LC Issuing Bank, any Swing Line Bank or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such LC Issuing Bank, such Swing Line Bank or such Related Party, as the case may be, such Lender’s Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the aggregate outstanding Commitments, or if there are no Commitments outstanding, the outstanding principal amount of the Advances, at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to any LC Issuing Bank or Swing Line Bank solely in its capacity as such, only the Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Lenders’ Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); and provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such LC Issuing Bank or such Swing Line Bank in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such LC Issuing Bank or any such Swing Line Bank in connection with such capacity. The obligations of the Lenders under this paragraph (c) are subject to the provisions of Section 2.21(c). (d) To the fullest extent permitted by applicable law, the Borrower no party hereto shall not assert, and each such party 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 damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document, the transactions Document or any agreement or instrument contemplated hereby or thereby, any Advance Loan or Letter of Credit, or the use of the proceeds thereof. To the fullest extent permitted by applicable law, no Indemnitee shall assert, and each Indemnitee hereby waives, any claim against the Borrower, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document, the transactions contemplated hereby or thereby, any Advance or Letter of Credit, Credit or the use of the proceeds thereof; provided that nothing in this waiver sentence shall in no way limit relieve the Borrower’s indemnification obligations in Section 7.03(b) to the extent Borrower of any claim obligation it may have to indemnify an Indemnitee against special, indirect, consequential or punitive damages asserted against such Indemnitee by any Person other than the Borrower, the Parent or any Indemnitee or its Related Parties for any of the foregoing to the extent such claim would be covered by Section 7.03(b)a third party.

Expenses; Indemnification. (a) The Borrower shall pay agrees to pay, within ten (i10) Business Days after the receipt of written notice from the Collateral Agent or any Lender, all reasonable and documented out of out-of-pocket expenses incurred by of the Administrative AgentCollateral Agent and the Lenders, the Syndication Agent, the Joint Lead Arrangers and their Affiliates (including the reasonable and documented fees and expenses disbursements of counsel for the Administrative Agent)counsel, in connection with with: (i) the syndication of the credit facility evidenced by this Agreementnegotiation, the preparation, negotiation, execution, delivery delivery, and administration filing, if required of this Agreement and the other Loan Documents (other than provided that the Support Agreementobligation to reimburse under this clause (i) or any amendments, modifications or waivers of shall not exceed $300,000 in the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummatedaggregate), (ii) without duplication any amendments, modifications, supplements, consents or waivers hereto or to the other Loan Documents and (iii) the administration, preservation or enforcement of any fees separately agreed its or their rights under this Agreement and the other Loan Documents (collectively, the “Borrower Expenses”). (b) From and at all times after the Agreement Date, and in addition to by all of the Collateral Agent’s and the Lenders’ other rights and remedies against the Borrower, the Borrower agrees to indemnify, defend and hold harmless the Collateral Agent and the Lenders and their respective Related Parties (each such Person, including the Collateral Agent and the Lenders, being called an “Indemnitee”) from and against all damages, losses and other out-of- pocket costs and expenses of any kind or nature whatsoever (including reasonable attorneys’ fees and expenses, court costs and fees, and consultant and expert witness fees and expenses, but limited in the case of attorney’s fees and expenses to the reasonable and documented out of pocket expenses incurred by any LC Issuing Bank (other than overhead expenses fees, disbursements and other similar expenses) in connection with charges of one counsel to the issuanceIndemnitees, amendmenttaken as a whole and if reasonably necessary, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all documented out of pocket expenses incurred by the Administrative Agent, any Lender, any Swing Line Bank or any LC Issuing Bank (including the documented fees and expenses of any counsel for the Administrative Agent, any Lender, any Swing Line Bank or any LC Issuing Bank), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Advance 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 Advances or Letters of Credit; provided that the Borrower shall only be required to pay the fees and expenses for (x) one (1) outside counsel for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, (y) any local and/or regulatory counsel in any applicable each appropriate jurisdiction for the Administrative Agent(and, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks and (z) in the case of a conflict of interest between one or more interest, where the Indemnitee affected by such conflict notifies the Borrower of the Administrative Agentexistence of such conflict and thereafter retains its own counsel, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, such one additional separate counsel as may be reasonably necessary. for all similarly affected Indemnitees) (b) The Borrower shall indemnify the Administrative Agent, each Joint Lead Arranger, each Lender, each Swing Line Bank and each LC Issuing Bank, and each Related Party of any of the foregoing Persons (each such Person being called an collectively “IndemniteeCosts”) againstarising in any manner, and hold each Indemnitee harmless fromdirectly or indirectly, out of or by reason of any and all losses, claims, damages, liabilities and related reasonable documented out of pocket costs and expenses claims (including the reasonable and documented fees and expenses of any counsel for any Indemniteewhether valid or not), incurred by any Indemnitee or asserted against any Indemnitee by any Person actions, suits, inquiries, investigations and administrative proceedings (including the Borrower or the Parentcollectively, “Proceedings”) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of relating to (i) the negotiation, preparation, execution or delivery performance of this Agreement, any Agreement or the other 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 Advance or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any LC 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, the Parent or any of its SubsidiariesDocuments, or any Environmental Proceeding transaction contemplated herein or Environmental Liability related in any way to the Borrower, the Parent or any of its Subsidiaries, (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoingtherein, whether based on contract, tort or not any other theory, whether brought by a third party or by the Borrower, the Parent or any of its Subsidiaries, and regardless of whether any Indemnitee protected under this Section 10.14(b) is a party theretoto, or (v) any claim (including any claim arising from an Environmental Proceeding or Environmental Liability), investigation, litigation or other proceeding (whether or any Indemnitee is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Advances, this Agreementtarget of, any other Loan DocumentProceeding in question (provided, however, that no Indemnitee shall have the right to be indemnified hereunder for any liability resulting from the willful misconduct or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby, including reasonable and documented attorneys’ fees; provided that gross negligence of such indemnity shall Indemnitee (x) not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related costs and expenses are finally determined by a court of competent jurisdiction jurisdiction), material breach by final any Lender of its obligations under this Agreement, or disputes that are solely among Lenders or among the Collateral Agent and nonappealable judgment the Lenders other than disputes arising from an act or omission of the Borrower), (1ii) to have resulted from any breach of any of the gross negligence covenants, warranties or willful misconduct representations of such Indemnitee or (2) to have resulted from a claim brought by the Borrower or the Parent against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document Document, (iii) any Lien or charge upon amounts payable hereunder by the Borrower to the Lenders or any taxes, assessments, impositions and other charges in respect of the Collateral, or (yiv) any violation or alleged violation of any Applicable Law, equitable requirement or other legal requirement by the Borrower or with respect to any Collateral to the extent that the Borrower is alleged to be responsible for such violation or alleged violation. All Costs shall be additional Secured Obligations under this Agreement, shall be payable within ten (10) Business Days of demand to the Indemnitee and shall be secured by the security interest and Lien created hereunder. The obligations of the Borrower under this Section 10.14(b) shall not be limited in the case of attorneys’ fees and expenses to (1) one (1) outside counsel for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, (2) any local and/or regulatory counsel in any applicable jurisdiction for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks and (3) in the case of a conflict of interest between one or more extent by payment of the Administrative Agent, Secured Obligations and termination of this Agreement and shall remain in full force and effect until expressly terminated by the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, such additional counsel as may be reasonably necessaryLenders in writing. This Section 7.03(b10.14(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim, or any Indemnified Taxes. (c) To the extent that the Borrower for any reason fails Halozyme agrees to indefeasibly pay any amount required under paragraph (a) or (b) of this Section indemnify each Indemnitee against, and to be paid by it to the Administrative Agent (or any sub-agent thereof)hold each Indemnitee harmless from, any LC Issuing Bank, any Swing Line Bank or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such LC Issuing Bank, such Swing Line Bank or such Related Party, as the case may be, such Lender’s Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the aggregate outstanding Commitments, or if there are no Commitments outstanding, the outstanding principal amount of the Advances, at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to any LC Issuing Bank or Swing Line Bank solely in its capacity as such, only the Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Lenders’ Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); and provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was all Costs incurred by or asserted against the Administrative Agent (or any such sub-agent), such LC Issuing Bank or such Swing Line Bank in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such LC Issuing Bank or any such Swing Line Bank in connection with such capacity. The obligations of the Lenders under this paragraph (c) are subject to the provisions of Section 2.21(c). (d) 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 damages) Indemnitee arising out of, in connection any way connected with, or as a result of: (i) any representation, warranty or certification made by Halozyme in this Agreement or certificates given by Halozyme in writing pursuant hereto which is untrue, inaccurate or incomplete in any material respect; (ii) any Parent Disbursement Instruction delivered to Escrow Agent by Halozyme pursuant to Section 6.03(c) which is untrue, inaccurate or incomplete; (iii) any material breach of or default under any covenant or agreement by Halozyme pursuant to this Agreement and, if capable of being remedied, such breach or default shall continue unremedied for a period of thirty (30) days, (iv) any material breach or default under any covenant or agreement by Halozyme pursuant to either License Agreement, and if capable of being remedied, such breach or default shall continue unremedied for a period of thirty (30) days; or (v) any Set-off by Roche (or its Affiliates) or Baxalta (or its Affiliates) of any amount against the otherwise required amount of any Post- Closing Royalty Amounts; provided that such indemnity shall not, as to any Indemnitee, apply to any such Costs arising from willful misconduct or gross negligence of such Indemnitee (as finally determined by a court of competent jurisdiction). Notwithstanding the foregoing, (x) no provision of this Agreement shall be deemed or may be construed to constitute a Guaranty or assurance by Halozyme as to the amount of any Post-Closing Royalty Amount or of the value of the Collateral and (y) neither the Collateral Agent, the Lenders nor any other Indemnitee shall have any recourse under this Agreement against Halozyme, its assets or properties, except for claims expressly provided for under this Section 10.14(c). (d) The provisions of this Section 10.14 shall survive termination of this Agreement, and shall remain operative and in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loan, the occurrence of the Maturity Date, the invalidity, illegality, or unenforceability of any term or provision of this Agreement or any other Loan Document, the transactions contemplated hereby or thereby, any Advance investigation made by or Letter of Credit, or the use on behalf of the proceeds thereof. To the fullest extent permitted by applicable law, no Indemnitee shall assert, and each Indemnitee hereby waives, any claim against the Borrower, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document, the transactions contemplated hereby or thereby, any Advance or Letter of Credit, or the use of the proceeds thereof; provided that this waiver shall in no way limit the Borrower’s indemnification obligations in Section 7.03(b) to the extent of any claim by any Person other than the Borrower, the Parent Collateral Agent or any Indemnitee or its Related Parties for any of the foregoing to the extent such claim would Lender. All amounts due under this Section 10.14 shall be covered by Section 7.03(b)payable within ten (10) Business Days following written demand therefor.

Expenses; Indemnification. Subject to the provisions of this Agreement, the Borrower will pay (a) The Borrower shall pay (i) all reasonable and documented out of out-of-pocket costs and expenses incurred by the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers Sustainability Structuring Agent and their Affiliates each Arranger (including the reasonable and documented fees legal fees, out-of-pocket costs and other reasonable expenses of counsel for the Administrative Agent and the Sustainability Structuring Agent), ) in connection with the syndication preparation, execution and delivery of the credit facility evidenced by this Agreement, the preparationNotes, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents (other than the Support Agreement) or and any amendments, modifications or waivers hereto or 105 thereto; provided that payments in respect of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby legal fees and expenses shall be consummatedlimited to reasonable and documented costs and expenses of a single external counsel to the Administrative Agent, the Sustainability Structuring Agent and each Arranger and their respective Affiliates and, if reasonably necessary, one local or special counsel in any relevant jurisdiction to such Persons (and, in the case of an actual or perceived conflict of interest where the Person affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Person, and, if reasonably necessary, of a single firm of local or special counsel acting in multiple jurisdictions), (ii) without duplication of any fees separately agreed to by the Borrower, all reasonable and documented out of pocket expenses incurred by any LC Issuing Bank (other than overhead expenses and other similar expenses) in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iiib) all documented out of out-of-pocket costs and expenses incurred by the Administrative Agent, any Lenderthe Sustainability Structuring Agent, any Swing Line Bank or any LC the Issuing Bank Banks and the Lenders (including the documented fees fees, charges and expenses disbursements of any counsel for to the Administrative Agent, any Lenderthe Sustainability Structuring Agent, any Swing Line Bank or any LC the Issuing Bank), Banks and the Lenders) in connection with the enforcement or and protection of its the rights (A) in connection with of the Lenders under this Agreement and Agreement, the Notes or the other Loan Documents, including its rights under this Section, or and (Bc) in connection with all reasonable and documented out-of-pocket costs and expenses of periodic audits by the Advance made or Letters Administrative Agent’s personnel of Credit issued hereunder, including all such out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Advances or Letters of Credit; the Borrower’s books and records provided that so long as an Event of Default has not occurred and is continuing, the Borrower shall only be required to pay the fees and expenses for (x) only one (1) outside counsel for such audit during any year. The Borrower further agrees to indemnify the Administrative Agent, the Syndication Sustainability Structuring Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks Lenders and the LC Issuing Banks, (y) any local and/or regulatory counsel in any applicable jurisdiction for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks and (z) in the case of a conflict of interest between one or more of the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, each such additional counsel as may be reasonably necessary. (b) The Borrower shall indemnify the Administrative Agent, each Joint Lead Arranger, each Lender, each Swing Line Bank and each LC Issuing BankPerson’s respective Affiliates, and each Related Party of any of the foregoing Persons such Person’s and their Affiliates’ respective directors, officers, employees, agents and advisors (each such Person being called each, an “IndemniteeIndemnified Party”) against, and hold each Indemnitee harmless from, any and against all losses, claims, damages, penalties, judgments, liabilities and related expenses (including, without limitation, all charges and disbursements of counsel (limited to reasonable and documented out of pocket costs and expenses (including the reasonable and documented fees and expenses of any a single external counsel for all Indemnified Parties, taken as a whole, and, if reasonably necessary, one local or special counsel for all Indemnified Parties, taken as a whole, in any Indemnitee)relevant jurisdiction to such Persons, incurred and in the case of an actual or perceived conflict of interest, where an Indemnified Party affected by any Indemnitee or asserted against any Indemnitee by any Person (including such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnified Party and, if reasonably necessary, of a single firm of local or the Parentspecial counsel acting in multiple jurisdictions)) other than such Indemnitee and its Related Parties 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 Loan 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 or thereby, (ii) any Advance the direct or Letter of Credit or the use indirect application or proposed use application of the proceeds therefrom (including of any refusal by any LC Issuing Bank to honor a demand for payment under a Letter of Credit if Borrowing hereunder, except that the documents presented in connection with such demand do foregoing indemnity shall 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, the Parent or any of its Subsidiaries, or any Environmental Proceeding or Environmental Liability related in any way to the Borrower, the Parent or any of its Subsidiaries, (iv) any actual or prospective claim, litigation, investigation or proceeding relating apply to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower, the Parent or any of its Subsidiaries, and regardless of whether any Indemnitee is a party thereto, or (v) any claim (including any claim arising from an Environmental Proceeding or Environmental Liability), investigation, litigation or other proceeding (whether or any Indemnitee is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Advances, this Agreement, any other Loan Document, or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby, including reasonable and documented attorneys’ fees; provided that such indemnity shall (x) not, as to any Indemnitee, be available Indemnified Party to the extent that such any losses, claims, damages, liabilities or related costs and expenses etc. are determined by a court of competent jurisdiction by a final and nonappealable non-appealable judgment (1) to have resulted from the gross negligence or such Indemnified Party’s Gross Negligence, willful misconduct or a breach in bad faith of its express obligations under the Loan Documents. In the case of an investigation, litigation or proceeding to which the indemnity in this Section applies, such Indemnitee indemnity shall be effective whether or (2) to have resulted from a claim not such investigation, litigation or proceeding is brought by the Borrower or the Parent against General Partner or the Borrower’s or the General Partner’s equity holders or creditors or an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document and (y) be limited in the case of attorneys’ fees and expenses to (1) one (1) outside counsel for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, (2) any local and/or regulatory counsel in any applicable jurisdiction for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks and (3) in the case of a conflict of interest between one or more of the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, such additional counsel as may be reasonably necessary. This Section 7.03(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) To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under paragraph (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), any LC Issuing Bank, any Swing Line Bank or any Related Indemnified Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such LC Issuing Bank, such Swing Line Bank or such Related Party, as the case may be, such Lender’s Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the aggregate outstanding Commitments, or if there are no Commitments outstanding, the outstanding principal amount of the Advances, at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to any LC Issuing Bank or Swing Line Bank solely in its capacity as such, only the Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Lenders’ Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); and provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such LC Issuing Bank or such Swing Line Bank in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such LC Issuing Bank or any such Swing Line Bank in connection with such capacityotherwise party thereto. The obligations of the Lenders Borrower under this paragraph (c) are subject to Section shall survive the provisions termination of Section 2.21(c). (d) 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 damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document, the transactions contemplated hereby or thereby, any Advance or Letter of Credit, or the use of the proceeds thereof. To the fullest extent permitted by applicable law, no Indemnitee shall assert, and each Indemnitee hereby waives, any claim against the Borrower, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document, the transactions contemplated hereby or thereby, any Advance or Letter of Credit, or the use of the proceeds thereof; provided that this waiver shall in no way limit the Borrower’s indemnification obligations in Section 7.03(b) to the extent of any claim by any Person other than the Borrower, the Parent or any Indemnitee or its Related Parties for any of the foregoing to the extent such claim would be covered by Section 7.03(b).

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable and documented out out-of-pocket costs and expenses of pocket expenses incurred by the Administrative Agent, the Syndication Agent, Lead Arranger and the Joint Lead Arrangers and their Affiliates (including the reasonable and documented fees and expenses of counsel for the Administrative Agent), Issuing Bank in connection with the syndication of the credit facility evidenced by this Agreementfacilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement the Loan Documents and, with respect to the Administrative Agent and the other Loan Documents (other than the Support Agreement) or Issuing Bank only, any amendments, modifications or waivers thereof, 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 provisions hereof or thereof (whether or not Administrative Agent, the transactions contemplated hereby or thereby shall be consummated)Lead Arranger and the Issuing Bank taken as a whole and, if reasonably necessary, one other local counsel in each applicable jurisdiction, (ii) without duplication of any fees separately agreed to by the Borrower, all reasonable and documented out of out-of-pocket costs and expenses incurred by any LC the Issuing Bank (other than overhead expenses and other similar expenses) 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 or invoiced out-of- pocket costs and expenses (limited in each case with respect to legal counsel to the fees, charges and disbursements of pocket expenses 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 event of a conflict of interest, one additional counsel to each group of similarly situated affected parties) incurred by the Administrative Agent, any Lender, any Swing Line the Issuing Bank or any LC Issuing Bank (including the documented fees and expenses of any counsel for the Administrative Agent, any Lender, any Swing Line Bank or any LC Issuing Bank), Lender in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan DocumentsAgreement, including its rights under this Section, or (B) in connection with the Advance Loans made or any Letters of Credit issued hereunder, including all such out of out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such Advances Loans or Letters of Credit; provided that the Borrower shall only be required to pay the fees and expenses for (x) one (1) outside counsel for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, (y) any local and/or regulatory counsel in any applicable jurisdiction for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks and (z) in the case of a conflict of interest between one or more of the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, such additional counsel as may be reasonably necessary. (b) The Borrower Loan Parties shall indemnify the Administrative Agent, each Joint the Lead Arranger, each Lender, each Swing Line Bank Lender and each LC 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 and related reasonable documented out of pocket liabilities, costs and expenses (including the reasonable fees, charges and documented fees and expenses disbursements of any a single outside counsel for any Indemnitee)the Indemnitees taken as a whole and, in the event of a conflict of interest, one additional counsel to each group of similarly situated affected Indemnitees) incurred by any Indemnitee or asserted against any Indemnitee by any Person (including third party, by the Borrower or the Parent) any other than such Indemnitee and its Related Parties 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 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 Advance Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any LC 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 BorrowerBorrower or any of Subsidiaries, the Parent or any Environmental Liability of any Loan Party or any of its Subsidiaries, or any Environmental Proceeding or Environmental Liability related in any way to the Borrower, the Parent or any of its Subsidiaries, (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 Borrower, the Parent or any of its Subsidiariesother Person, and regardless of whether any Indemnitee is a party thereto, or (v) any claim (including any claim arising from an Environmental Proceeding or Environmental Liability), investigation, litigation or other proceeding (whether or any Indemnitee is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Advances, this Agreement, any other Loan Document, or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby, including reasonable and documented attorneys’ fees; provided that such indemnity shall (x) not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related costs and expenses (1) are determined by a court of competent jurisdiction by final and nonappealable non- appealable judgment (1) 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 (2y) to have resulted from a claim brought by the Borrower or the Parent any other Loan Party against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document and or (y2) be limited in the case of attorneys’ fees and expenses arise from any disputes solely among Indemnitees unrelated to any disputes involving, or claims against, any Loan Party (1) one (1) outside counsel for other than disputes involving the Administrative Agent, the Syndication AgentLead Arranger, the Joint Lead Arrangers, Issuing Bank or the Lenders, the Swing Line Banks and the LC Issuing Banks, (2) any local and/or regulatory counsel Swingline Lender in any applicable jurisdiction for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks and (3) in the case of a conflict of interest between one or more of the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, such additional counsel its capacity as may be reasonably necessary. This Section 7.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimsuch). (c) To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under paragraph (a) or (b) of this Section to be paid by it to the Administrative Agent Agent, the Issuing Bank or the Swingline Lender under subsection (or any sub-agent thereofa), any LC Issuing Bank(b), any Swing Line Bank or any Related Party of any of the foregoing(c) hereof, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent)Agent, such LC the Issuing Bank, such Swing Line Bank or such Related Partythe 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), Delayed Draw Term Loan Commitment, if applicable, and Term Loan determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the aggregate outstanding Commitments, or if there are no Commitments outstanding, the outstanding principal amount of the Advances, at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to any LC Issuing Bank or Swing Line Bank solely in its capacity as such, only the Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Lenders’ Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought)) of such unpaid amount; and provided, further, provided that the unreimbursed expense or indemnified losspayment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent)Agent, such LC the Issuing Bank or such Swing Line Bank the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such LC Issuing Bank or any such Swing Line Bank in connection with such capacity. The obligations of the Lenders under this paragraph (c) are subject to the provisions of Section 2.21(c). (d) To the fullest 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 or actual damages) arising out of, in connection with, with or as a result of, of this Agreement, any other Loan DocumentDocument or any agreement or instrument contemplated hereby, the transactions contemplated hereby or therebytherein, any Advance Loan or any Letter of Credit, Credit or the use of the proceeds thereof. To the fullest extent permitted by applicable law, no Indemnitee . (e) All amounts due under this Section shall assert, and each Indemnitee hereby waives, any claim against the Borrower, on any theory of liability, for special, indirect, consequential or punitive damages be payable promptly after written demand therefor. (as opposed f) This Section 10.3 shall apply with respect to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document, the transactions contemplated hereby or thereby, any Advance or Letter of Credit, or the use of the proceeds thereof; provided that this waiver shall in no way limit the Borrower’s indemnification obligations in Section 7.03(b) Taxes only to the extent of they represent losses, claims, damages, etc., arising from any claim by any Person other than the Borrower, the Parent or any Indemnitee or its Related Parties for any of the foregoing to the extent such claim would be covered by Section 7.03(b)non-Tax claim.

Expenses; Indemnification. (a) The Borrower shall pay reimburse the Indemnified Parties on demand for any reasonable costs and reasonable out-of-pocket expenses (i) including, without limitation, all reasonable fees for consultants and documented out of pocket reasonable fees and expenses for one counsel for all Indemnified Parties collectively in each applicable jurisdiction) paid or incurred by the Indemnified Parties (whether in their capacity as arrangers, or, in the case of JPMCB in its capacity as Administrative Agent, the Syndication Agent, the Joint Lead Arrangers and their Affiliates (including the reasonable and documented fees and expenses of counsel for the Administrative Agent), ) in connection with the syndication of the credit facility evidenced by this Agreement, the preparation, negotiation, execution, delivery delivery, review, amendment, modification, and administration of this Agreement the Loan Documents. The Borrower also agrees to reimburse the Indemnified Parties, the Issuing Bank and the other Loan Documents Lenders for any reasonable costs and reasonable out-of-pocket expenses (including, without limitation, all reasonable fees and expenses for attorneys for the Indemnified Parties, the Issuing Bank and the Lenders, with such fees and expenses of counsel being limited to fees and expenses of one counsel (and, if necessary, one regulatory counsel) for the Administrative Agent in each applicable jurisdiction, fees and expenses of one counsel (and, if necessary, one regulatory counsel) for the Lenders (as selected by the Required Lenders other than the Support AgreementAdministrative Agent) in each applicable jurisdiction and, to the extent an actual or perceived conflict of interest exists, the fees and expenses of one counsel (and, if necessary, one regulatory counsel) to all similarly situated Lenders in each applicable jurisdiction) paid or incurred by the Indemnified Parties (whether in their capacity as arrangers, or, in the case of JPMCB, in its capacity as Administrative Agent), the Issuing Bank or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) without duplication of any fees separately agreed to by the Borrower, all reasonable and documented out of pocket expenses incurred by any LC Issuing Bank (other than overhead expenses and other similar expenses) Lender in connection with the issuancecollection and enforcement of the Loan Documents (including, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all documented out of pocket expenses incurred by the Administrative Agentwithout limitation, any Lender, any Swing Line Bank or any LC Issuing Bank (including workout). The Borrower further agrees to indemnify the documented fees and expenses of any counsel for the Administrative Agent, any Lender, any Swing Line Bank or any LC Issuing Bank), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Advance 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 Advances or Letters of Credit; provided that the Borrower shall only be required to pay the fees and expenses for (x) one (1) outside counsel for the Administrative AgentIndemnified Parties, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, (y) any local and/or regulatory counsel in any applicable jurisdiction for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks and (z) in the case of a conflict of interest between one or more of the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, such additional counsel as may be reasonably necessary. (b) The Borrower shall indemnify the Administrative Agent, each Joint Lead Arranger, each Lender, each Swing Line Bank and each LC Issuing BankLender and their directors, officers, employees, agents, attorneys and each Related Party of any of the foregoing Persons professional advisors (each such Person being called Person, an “Indemnitee”) against, and hold each Indemnitee harmless from, any and against all losses, claims, damages, penalties, judgments, liabilities and related reasonable documented out of pocket costs and expenses (including the including, without limitation, reasonable and documented fees and expenses of counsel and all reasonable expenses of litigation or preparation therefor whether or not such entity is a party thereto) which any counsel for any Indemnitee), incurred by any Indemnitee of them may pay or asserted against any Indemnitee by any Person (including the Borrower or the Parent) other than such Indemnitee and its Related Parties 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 Loan Document or any agreement or instrument contemplated hereby or therebyDocuments, the performance by Projects, the parties hereto of their respective obligations hereunder or thereunder or Loans and the consummation of the other transactions contemplated hereby or thereby, (ii) any Advance the direct or Letter of Credit or the use indirect application or proposed use application of the proceeds therefrom (including of any refusal by any LC 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)Extension hereunder, (iii) any actual or alleged presence or release of Hazardous Materials materials of Environmental Concern on or from any property owned or operated by the Borrower, the Parent Borrower or any of its Subsidiaries, or any Environmental Proceeding or Environmental Liability related in any way to the Borrower, the Parent or any of its Subsidiaries, (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 or an Affiliate of the Borrower, the Parent or any of its Subsidiaries, and regardless of whether any Indemnitee is a party thereto, or (v) any claim (including any claim arising from an Environmental Proceeding or Environmental Liability), investigation, litigation or other proceeding (whether or any Indemnitee is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Advances, this Agreement, any other Loan Document, or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby, including reasonable and documented attorneys’ fees; provided that (i) such indemnity shall (x) not, as to any Indemnitee, be available to the extent that such losses, claims, damages, penalties, judgments, liabilities or related costs and expenses are determined by a court of competent jurisdiction by final and nonappealable non-appealable judgment (1) to have resulted from the gross negligence or willful misconduct of such Indemnitee or (2) to have resulted from a claim brought by the Borrower or the Parent against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document and (yii) such indemnity shall be limited in the case of attorneys’ to fees and expenses to of one counsel (1and, if necessary, one regulatory counsel) one (1) outside counsel for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, (2) any local and/or regulatory counsel all Indemnitees collectively in any each applicable jurisdiction for and, to the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks and (3) in the case of a extent an actual or perceived conflict of interest between one or more of the Administrative Agentexists, the Syndication Agentfees and expenses of one counsel (and, the Joint Lead Arrangersif necessary, the Lenders, the Swing Line Banks and the LC Issuing Banks, such additional counsel as may be reasonably necessaryone regulatory counsel) to all similarly situated Indemnitees in each applicable jurisdiction. This Section 7.03(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) To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under paragraph (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), any LC Issuing Bank, any Swing Line Bank or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such LC Issuing Bank, such Swing Line Bank or such Related Party, as the case may be, such Lender’s Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the aggregate outstanding Commitments, or if there are no Commitments outstanding, the outstanding principal amount of the Advances, at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to any LC Issuing Bank or Swing Line Bank solely in its capacity as such, only the Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Lenders’ Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); and provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such LC Issuing Bank or such Swing Line Bank in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such LC Issuing Bank or any such Swing Line Bank in connection with such capacity. The obligations of the Lenders under this paragraph (c) are subject to the provisions of Section 2.21(c). (d) To the fullest extent permitted by applicable law, the Borrower no party hereto shall not assert, and each such party hereby waives, any claim against any Indemniteeother party, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this AgreementAgreement or any agreement or instrument contemplated hereby, the transactions contemplated hereby, any Loan or the use of the proceeds thereof, except, in the case of the Borrower, to the extent otherwise subject to indemnification pursuant to the indemnification provisions set forth above. No Indemnitee 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 Document, Documents or the transactions contemplated hereby or thereby, any Advance unless such damages are the result of such Indemnitee’s gross negligence or Letter willful misconduct (as determined by a court of Credit, or the use competent jurisdiction in a final and non-appealable decision). The obligations of the proceeds thereof. To Borrower under this Section 10.6 shall survive the fullest extent permitted by applicable law, no Indemnitee shall assert, and each Indemnitee hereby waives, any claim against the Borrower, on any theory termination of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document, the transactions contemplated hereby or thereby, any Advance or Letter of Credit, or the use of the proceeds thereof; provided that this waiver shall in no way limit the Borrower’s indemnification obligations in Section 7.03(b) to the extent of any claim by any Person other than the Borrower, the Parent or any Indemnitee or its Related Parties for any of the foregoing to the extent such claim would be covered by Section 7.03(b).

Expenses; Indemnification. (a) The Borrower shall pay shall, on the earlier of (i) the date of the consummation of the Acquisition and (ii) the date the Borrower notifies the Agent in writing that the Acquisition Agreement is terminated or makes a public announcement of its intention not to proceed with the Acquisition, reimburse the Agent for all reasonable and documented out out-of-pocket costs, internal charges and expenses of pocket expenses a single external counsel to the Agent (and, if reasonably necessary, a single local counsel to the Agent in each relevant material jurisdiction, which may be a single local counsel acting in multiple jurisdictions) paid or incurred by the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers and their Affiliates (including the reasonable and documented fees and expenses of counsel for the Administrative Agent), Agent in connection with the syndication of the credit facility evidenced by this Agreement, the preparation, negotiation, execution, delivery delivery, syndication, review, amendment, modification, and administration of this Agreement the Loan Documents. The Borrower also agrees to reimburse the Agent, the Arrangers and the other Loan Documents (other than the Support Agreement) or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) without duplication of any fees separately agreed to by the Borrower, Lenders for all reasonable and documented out out-of-pocket costs, internal charges and expenses (including the fees, disbursements and other charges of pocket expenses a single external counsel for the Agent, the Arrangers and the Lenders taken as a whole and, if reasonably necessary, a single local counsel for the Agent, the Arrangers and the Lenders taken as a whole in each relevant material jurisdiction, which may be a single local counsel acting in multiple jurisdictions) paid or incurred by the Agent, any LC Issuing Bank (other than overhead expenses and other similar expenses) Arranger or any Lender in connection with the issuance, amendment, renewal or extension collection and enforcement of any Letter of Credit or any demand for payment thereunder and (iii) all documented out of pocket expenses incurred by the Administrative Agent, any Lender, any Swing Line Bank or any LC Issuing Bank (including the documented fees and expenses of any counsel for the Administrative Agent, any Lender, any Swing Line Bank or any LC Issuing Bank), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Advance 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 Advances or Letters of Credit; provided that the Borrower shall only be required to pay the fees and expenses for (x) one (1) outside counsel for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, (y) any local and/or regulatory counsel in any applicable jurisdiction for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks and (z) in the case of a conflict of interest between one or more of the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, such additional counsel as may be reasonably necessary. (b) The Borrower shall hereby further agrees to indemnify the Administrative Agent, each Joint Lead Arranger, each Lender, each Swing Line Bank and each LC Issuing Banktheir respective affiliates, and each Related Party of any their directors, officers, advisors, trustees, partners, agents, employees and representatives of each of the foregoing Persons and their successors and permitted assigns (each such Person being called each, an “IndemniteeIndemnified Person”) against, and hold each Indemnitee harmless from, any and against all losses, claims, damages, penalties, judgments, liabilities and related reasonable documented out of pocket costs and expenses (including the reasonable and documented fees out-of-pocket expenses (including, without limitation, all reasonable and documented out-of-pocket expenses of litigation or preparation therefor, whether or not any Indemnified Person is a party thereto and whether or not such investigation, litigation or proceeding is brought by the Borrower, the Borrower’s equity holders or creditors or any other party; provided that legal expenses shall be limited to the fees, disbursements and other charges of one counsel for all Indemnified Persons taken as a whole and, if reasonably necessary, a single local counsel for all Indemnified Persons taken as a whole in each relevant material jurisdiction (which may be a single local counsel acting in multiple jurisdictions) and, solely in the case of any Indemnitee), incurred actual or reasonably perceived conflict of interest between Indemnified Persons where the Indemnified Persons affected by any Indemnitee or asserted against any Indemnitee by any Person (including such conflict inform the Borrower of such conflict, one additional counsel in each relevant material jurisdiction to each group of affected Indemnified Persons similarly situated taken as a whole) which any of them may pay or the Parent) other than such Indemnitee and its Related Parties 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 Loan 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 or thereby, (ii) any Advance or Letter of Credit or the use or proposed use application of the proceeds therefrom (including of any refusal by any LC Issuing Bank to honor a demand for payment under a Letter of Credit if Advance hereunder; provided, however, that the documents presented in connection with such demand do foregoing indemnity shall 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, the Parent or any of its Subsidiaries, or any Environmental Proceeding or Environmental Liability related in any way to the Borrower, the Parent or any of its Subsidiaries, (iv) any actual or prospective claim, litigation, investigation or proceeding relating apply to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower, the Parent or any of its Subsidiaries, and regardless of whether any Indemnitee is a party thereto, or (v) any claim (including any claim arising from an Environmental Proceeding or Environmental Liability), investigation, litigation or other proceeding (whether or any Indemnitee is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Advances, this Agreement, any other Loan Document, or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby, including reasonable and documented attorneys’ fees; provided that such indemnity shall (x) not, as to any Indemnitee, be available Indemnified Person to the extent that such losses, claims, damages, penalties, judgments, liabilities or related costs and expenses (i) are determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnified Person, (ii) arise from a material breach of the obligations of such Indemnified Person under this Agreement or any other Loan Document (as determined by a court of competent jurisdiction by in a final and nonappealable judgment non-appealable judgment), (1iii) to have resulted arise from the gross negligence any dispute that does not arise out of an act or willful misconduct of such Indemnitee or (2) to have resulted from a claim brought omission by the Borrower or any of its affiliates and that is among Indemnified Persons, other than any claims against the Parent against an Indemnitee for breach Agent in bad faith of such Indemnitee’s obligations hereunder its capacity as, or in fulfilling its role as, Agent under any other Loan Document and this Agreement, or (yiv) be limited in the case of attorneys’ fees and expenses to (1) one (1) outside counsel for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, (2) any local and/or regulatory counsel in any applicable jurisdiction for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks and (3) in the case of a conflict of interest between one or more of the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, such additional counsel as may be reasonably necessary. This Section 7.03(b) shall not apply are with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. (c) To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under paragraph (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), any LC Issuing Bank, any Swing Line Bank or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such LC Issuing Bank, such Swing Line Bank or such Related Party, as the case may be, such Lender’s Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the aggregate outstanding Commitments, or if there are no Commitments outstanding, the outstanding principal amount of the Advances, at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to any LC Issuing Bank or Swing Line Bank solely in its capacity as such, only the Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Lenders’ Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); and provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such LC Issuing Bank or such Swing Line Bank in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such LC Issuing Bank or any such Swing Line Bank in connection with such capacity. The obligations of the Lenders Borrower under this paragraph (c) are subject to Section 9.6 shall survive the provisions termination of Section 2.21(c). (d) 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 damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document, the transactions contemplated hereby or thereby, any Advance or Letter of Credit, or the use of the proceeds thereof. To the fullest extent permitted by applicable law, no Indemnitee shall assert, and each Indemnitee hereby waives, any claim against the Borrower, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document, the transactions contemplated hereby or thereby, any Advance or Letter of Credit, or the use of the proceeds thereof; provided that this waiver shall in no way limit the Borrower’s indemnification obligations in Section 7.03(b) to the extent of any claim by any Person other than the Borrower, the Parent or any Indemnitee or its Related Parties for any of the foregoing to the extent such claim would be covered by Section 7.03(b).

Expenses; Indemnification. (a) The Borrower shall pay reimburse (i) all the Agent for the reasonable cost of field examinations, and documented out of (ii) the Agent and the Lenders for any reasonable costs and out-of-pocket expenses (including reasonable attorneys' fees and time charges of attorneys for the Agent and the Lenders) paid or incurred by the Administrative AgentLenders in connection with the preparation, 77 84 review, execution, delivery, administration, amendment, modification, administration or syndication of this Agreement and any of the other Lender Agreements and related instruments and documents, and the Borrower shall reimburse the Agent and the Lenders for any reasonable costs and out-of-pocket expenses (including reasonable attorneys' fees and time charges of attorneys for the Agent or the Lenders) paid or incurred by any of them in connection with the collection and enforcement of this Agreement and any of the other Lender Agreements and related instruments and documents; PROVIDED, HOWEVER, that prior to the occurrence of an Event of Default hereunder, the Syndication AgentBorrower shall not be responsible for the cost of more than three (3) field examinations during any 12 month period (limited to two (2) if there has been no Advances other than Letters of Credit during such period), for the Joint Lead Arrangers and their Affiliates (including the reasonable and documented fees and expenses cost of any single field examination in excess of $10,000, or for more than one set of counsel for the Administrative Agent), in connection with the syndication of the credit facility evidenced by this Agreement, the preparation, negotiation, execution, delivery and administration of this Agreement Agent and the other Loan Documents (other than the Support Agreement) or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) without duplication of any fees separately agreed to by the Borrower, all reasonable and documented out of pocket expenses incurred by any LC Issuing Bank (other than overhead expenses and other similar expenses) 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 expenses incurred by the Administrative Agent, any Lender, any Swing Line Bank or any LC Issuing Bank (including the documented fees and expenses of any counsel for the Administrative Agent, any Lender, any Swing Line Bank or any LC Issuing Bank), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Advance 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 Advances or Letters of Credit; provided that the Borrower shall only be required to pay the fees and expenses for (x) one (1) outside counsel for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, (y) any local and/or regulatory counsel in any applicable jurisdiction for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks and (z) in the case of a conflict of interest between one or more of the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, such additional counsel as may be reasonably necessary. (b) The Without limitation of any other obligation or liability of the Borrower shall or right or remedy of the Agent or the Lenders contained herein, the Borrower hereby covenants and agrees to indemnify and hold the Administrative Agent, each Joint Lead Arranger, each Lender, each Swing Line Bank and each LC Issuing Bankthe Lenders, and each Related Party of any the shareholders, directors, agents, officers, partners, subsidiaries and affiliates of the foregoing Persons (each such Person being called an “Indemnitee”) againstAgent and the Lenders, harmless from and hold each Indemnitee harmless from, against any and all damages, losses, settlement payments, obligations, liabilities, claims, damagesincluding, liabilities without limitation, claims for finder's or broker's fees, actions or causes of action, and related reasonable documented out of pocket costs and expenses (including the reasonable and documented fees and expenses of any counsel for any Indemnitee)incurred, incurred suffered, sustained or required to be paid by any Indemnitee such indemnified party in each case by reason of or asserted against resulting from any Indemnitee by any Person (including claim relating to the Borrower or the Parent) transactions contemplated hereby, other than any such Indemnitee and its Related Parties arising out of, in connection with, or claims which arise as a result of (i) the execution or delivery of this Agreement, any other 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 Advance or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any LC 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, the Parent or any of its Subsidiaries, or any Environmental Proceeding or Environmental Liability related in any way to the Borrower, the Parent or any of its Subsidiaries, (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, the Parent or any of its Subsidiaries, and regardless of whether any Indemnitee is a party thereto, or (v) any claim (including any claim arising from an Environmental Proceeding or Environmental Liability), investigation, litigation or other proceeding (whether or any Indemnitee is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Advances, this Agreement, any other Loan Document, or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby, including reasonable and documented attorneys’ fees; provided that such indemnity shall (x) not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related costs and expenses are determined by a court of competent jurisdiction by final and nonappealable judgment (1) to have resulted from the gross negligence or willful misconduct of such Indemnitee or (2) to have resulted from a claim brought by the Borrower or the Parent against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document and (y) be limited in the case of attorneys’ fees and expenses to (1) one (1) outside counsel for the Administrative Agent, the Syndication AgentLenders or any such indemnified party. Promptly upon receipt by any indemnified party hereunder of notice of the commencement of any action against such indemnified party for which a claim is to be made against the Borrower hereunder, such indemnified party shall notify the Joint Lead ArrangersBorrower in writing of the commencement thereof, although the Lendersfailure to provide such notice shall not affect the indemnification rights of any such indemnified party hereunder to the extent such indemnified party demonstrates to the reasonable satisfaction of the Borrower that such failure to provide notice does not prejudice the Borrower in its defense of such claim. The Borrower shall have the right, at their option upon notice to the Swing Line Banks indemnified parties, to defend any such matter at their own expense and with their own counsel, except as provided below, which counsel must be reasonably acceptable to the LC Issuing Banksindemnified parties. The indemnified party shall cooperate with the Borrower in the defense of such matter. The indemnified party shall have the right to employ separate counsel and to participate in the defense of such matter at its own expense. In the event that (a) the employment of separate counsel by an indemnified party has been authorized in writing by the Borrower, (2b) the Borrower has failed to assume the defense of such matter within twenty (20) days of notice thereof from the indemnified party or (c) the named parties to any local and/or regulatory such action (including impleaded parties) include any indemnified party who has been advised in writing by counsel in any applicable jurisdiction for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks and (3) in the case of a conflict of interest between that there may be one or more of legal defenses available to it or prospective bases for liability against it, which are different from those available to or against the Administrative AgentBorrower, then the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, such additional counsel as may be reasonably necessary. This Section 7.03(b) Borrower shall not apply with respect have the right to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. (c) To assume the extent that the Borrower for any reason fails to indefeasibly pay any amount required under paragraph (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), any LC Issuing Bank, any Swing Line Bank or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such LC Issuing Bank, such Swing Line Bank or such Related Party, as the case may be, such Lender’s Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the aggregate outstanding Commitments, or if there are no Commitments outstanding, the outstanding principal amount of the Advances, at such time) defense of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that matter with respect to such unpaid amounts owed to any LC Issuing Bank or Swing Line Bank solely in its capacity as such, only the Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Lenders’ Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); and provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such LC Issuing Bank or such Swing Line Bank in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such LC Issuing Bank or any such Swing Line Bank in connection with such capacityparty. The obligations of the Lenders under this paragraph (c) are subject to the provisions of Section 2.21(c). (d) To the fullest extent permitted by applicable law, the Borrower indemnified 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 direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document, the transactions contemplated hereby or thereby, any Advance or Letter of Credit, or the use of the proceeds thereof. To the fullest extent permitted by applicable law, no Indemnitee shall assert, and each Indemnitee hereby waives, any claim against the Borrower, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document, the transactions contemplated hereby or thereby, any Advance or Letter of Credit, or the use of the proceeds thereof; provided that this waiver shall in no way limit the Borrower’s indemnification obligations in Section 7.03(b) to the extent of any claim by any Person other than the Borrower, the Parent or any Indemnitee or its Related Parties for any of the foregoing to the extent such claim would be covered by Section 7.03(b).not

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable, out-of-pocket costs and expenses of the Administrative Agent and its Affiliates (but limited, in the case of legal fees, charges, disbursements and expenses, to the actual reasonable and documented out out-of-pocket fees, disbursements and other charges of pocket expenses incurred by 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 Administrative Agentcase of an actual or potential conflict of interest, the Syndication Agent(x) one additional counsel to all affected Persons, the Joint Lead Arrangers taken as a whole, and their Affiliates (including the reasonable and documented fees and expenses of y) one additional local counsel for the Administrative Agentto all affected Persons, taken as a whole, in each relevant jurisdiction), in connection with the syndication of the credit facility evidenced by this Agreementfacilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents (other than the Support Agreement) or and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby in this Agreement or thereby any other Loan Document shall be consummated), (ii) without duplication of any fees separately agreed to by the Borrower, all reasonable and documented out of out-of-pocket expenses incurred by any LC Issuing Bank (other than overhead expenses and other similar expenses) 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 out-of-pocket costs and expenses incurred by the Administrative Agent, any Lender, any Swing Line Issuing Bank or any LC Issuing Bank Lender (including but limited, in the case of legal fees, charges, disbursements and expenses, to the actual reasonable and documented fees out-of-pocket fees, disbursements and expenses 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 for the Administrative Agentto all affected Persons, any Lendertaken as a whole, any Swing Line Bank or any LC Issuing Bank)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 (A) or remedies in connection with this Agreement and the other Loan DocumentsAgreement, including its rights and remedies under this Section, or (B) in connection with the Advance Loans made or any Letters of Credit issued hereunder, including all such out of out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Advances Loans or Letters of Credit; provided that the Borrower shall only be required to pay the fees and expenses for (x) one (1) outside counsel for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, (y) any local and/or regulatory counsel in any applicable jurisdiction for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks and (z) in the case of a conflict of interest between one or more of the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, such additional counsel as may be reasonably necessary.. #96545445v8 (b) The Borrower shall indemnify the Administrative AgentAgent (and any sub-agent thereof), each Joint Lead Arranger, each Lender, each Swing Line Issuing Bank and each LC Issuing BankSwingline 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 reasonable documented out of pocket costs and expenses (including but limited, in the case of legal fees and expenses, to the reasonable and documented fees out-of-pocket fees, disbursements and expenses other charges 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 (y) one additional local counsel to all affected Indemnitees, taken as a whole, in each relevant jurisdiction) incurred by any Indemnitee or asserted against any Indemnitee by any Person (including third party or by the Borrower or the Parent) any other than such Indemnitee and its Related Parties Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other 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 Advance Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any LC 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, the Parent or any of its SubsidiariesProperties, or any Environmental Proceeding or Environmental Liability related in any way to the Borrower, the Parent 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, the Parent Borrower or any of its Subsidiariesother Loan Party, and regardless of whether any Indemnitee is a party thereto, or (v) any claim (including any claim arising from an Environmental Proceeding or Environmental Liability), investigation, litigation or other proceeding (whether or any Indemnitee is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Advances, this Agreement, any other Loan Document, or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby, including reasonable and documented attorneys’ fees; provided that such indemnity shall (x) not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related costs and expenses are determined by a court of competent jurisdiction by final and nonappealable non-appealable judgment (1) to have resulted from (x) the gross negligence negligence, bad faith or willful misconduct of such Indemnitee or Indemnitee, (2y) to have resulted from a claim brought by the Borrower or the Parent any other Loan Party against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document and Document, or (yz) be limited in the case of attorneys’ fees and expenses to (1) one (1) outside counsel for any dispute solely among any Indemnitees, the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, or any of their respective Related Parties (2) any local and/or regulatory counsel in any applicable jurisdiction for the other than claims against Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, or any Person or entity acting in a similar capacity acting pursuant to this Agreement or in its capacity as such) to the Lenders, the Swing Line Banks and the LC Issuing Banks and (3) in the case of a conflict of interest between one extent such disputes did not arise from any act or more omission of the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, such additional counsel as may be reasonably necessaryBorrower or its Affiliates. This Section 7.03(bSubsection (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) To the extent that the Borrower for any reason fails to indefeasibly pay any amount required to be paid to the Administrative Agent, any Issuing Bank or the Swingline Lender under paragraph subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), any LC Issuing Bank, any Swing Line Bank or any Related Party of any of the foregoinghereof, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent)Agent, such LC Issuing Bank, such Swing Line Bank or such Related Partythe 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 applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the aggregate outstanding Commitments, or if there are no Commitments outstanding, the outstanding principal amount of the Advances, at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to any LC Issuing Bank or Swing Line Bank solely in its capacity as such, only the Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Lenders’ Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought)) of such unpaid amount; and provided, further, provided that the unreimbursed expense or indemnified losspayment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent)Agent, such LC Issuing Bank or such Swing Line Bank the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such LC Issuing Bank or any such Swing Line Bank in connection with such capacity. The obligations of the Lenders under this paragraph (c) are subject to the provisions of Section 2.21(c). (d) To the fullest 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 or actual damages) arising out of, in connection with, with or as a result of, of this Agreement, any other Loan DocumentDocument or any agreement or instrument contemplated hereby, the transactions contemplated hereby or therebytherein, any Advance Loan or any Letter of Credit, Credit or the use of the proceeds thereof. To ; provided that nothing in this clause (d) shall relieve the fullest extent permitted by applicable law, no Borrower of any obligation it may have to indemnify any Indemnitee shall assert, and each Indemnitee hereby waives, any claim against the Borrower, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed asserted against such Indemnitee by a third party. No Indemnitee referred to direct in Section 10.3 shall be liable for any damages arising from the use by unintended recipients of any information or actual damages) arising out ofother materials distributed by it through telecommunications, electronic or other information transmission systems in connection with, with this Agreement or as a result of, this Agreement, any the other Loan Document, Documents or the transactions contemplated hereby or thereby. #96545445v8 (e) The Borrower shall not, any Advance or Letter of Credit, or without the use prior written consent of the proceeds thereof; provided that this waiver shall in no way limit the Borrower’s indemnification obligations in Section 7.03(b) to the extent applicable Indemnitee, effect any settlement of any claim 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 Person other than the Borrowerstatement as to or any admission of fault, the Parent culpability or a failure to act by or on behalf of any Indemnitee or its Related Parties for any of the foregoing to the extent such claim would injunctive relief or other non-monetary remedy. (f) All amounts due under this Section shall be covered by Section 7.03(b)payable not later than ten (10) days after a reasonably detailed written demand therefor.

Expenses; Indemnification. (a) The Borrower Loan Parties shall pay (i) all reasonable and documented out documented, out-of-pocket costs and expenses of pocket expenses incurred by the Administrative AgentAgent and its Affiliates, the Syndication Agent, the Joint Lead Arrangers and their Affiliates (including the reasonable fees, charges and documented fees and expenses disbursements of counsel for the Administrative Agent)Agent and its Affiliates, actually incurred in connection with the syndication of the credit facility evidenced by this Agreementfacilities provided for herein, the preparation, negotiation, execution, delivery preparation and administration of this Agreement and the other Loan Documents (other than the Support Agreement) or and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby in this Agreement or thereby any other Loan Document shall be consummated) (but limited, (A) in the case of legal fees and expenses, to the reasonable fees, disbursements and other charges of one primary counsel to the Administrative Agent and its Affiliates, taken as a whole, plus, if reasonably necessary, one local counsel in each relevant jurisdiction as may be necessary or advisable in the judgment of the Administrative Agent, and in the case of an actual conflict of interest, one additional counsel to each similarly situated group of affected Persons, taken as a whole, in each case excluding allocated costs of in-house counsel and (ii) in the case of other consultants and advisers, limited to the fees and expenses of such persons approved by Borrower, such approval not to be unreasonably withheld or delayed), (ii) without duplication of any fees separately agreed to by the Borrower[reserved], all reasonable and documented out of pocket expenses incurred by any LC Issuing Bank (other than overhead expenses and other similar expenses) 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 out-of-pocket costs and expenses actually incurred by the Administrative Agent, any Lender, any Swing Line Bank Agent or any LC Issuing Bank (including the documented fees and expenses of any counsel for the Administrative Agent, any Lender, any Swing Line Bank or any LC Issuing Bank), Lender in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this SectionSection 11.3, or (B) in connection with the Advance made or Letters of Credit issued hereunderLoans made, including all such out of out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Advances or Letters of Credit; provided that the Borrower shall only be required to pay the fees and expenses for Loans (x) one (1) outside counsel for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banksbut limited, (y) any local and/or regulatory counsel in any applicable jurisdiction for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks and (zi) in the case of legal fees and expenses, to the fees, disbursements and other charges of one primary counsel to the Administrative Agent and the Lenders, taken as a conflict of interest between whole (and, if reasonably necessary, one local counsel in each relevant jurisdiction as may be necessary or more advisable in the judgment of the Administrative Agent, and in the Syndication Agentcase of an actual conflict of interest, the Joint Lead Arrangers, the one additional counsel to each similarly situated group of affected Lenders, taken as a whole)) and (ii) in the Swing Line Banks case of other consultants and advisers, limited to the LC Issuing Banks, fees and expenses of such additional counsel as may be reasonably necessarypersons approved by Borrower). (b) The Borrower Loan Parties shall indemnify the Administrative Agent, each Joint Lead Arranger, Agent (and any sub-agent thereof) and each Lender, each Swing Line Bank and each LC 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 reasonable documented out expenses, but limited, in the case of pocket costs and expenses (including the reasonable and documented legal fees and expenses expenses, to the reasonable, documented out-of-pocket fees, charges and disbursements of one counsel to the Indemnitees taken as a whole, and, if reasonably necessary, one local counsel in each relevant jurisdiction as may be necessary or advisable in the judgment of the Administrative Agent (and, in the case of an actual conflict of interest, one additional counsel to each similarly situated group of affected Indemnitees, taken as a whole), in each case excluding allocated costs of in-house counsel, and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any counsel for any Indemnitee), actually incurred by any Indemnitee or asserted against any Indemnitee by any Person (including third party or by the Borrower or the Parent) other than such Indemnitee and any of its Related Parties Subsidiaries arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other 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 Advance or Letter of Credit Loan or the use or proposed use of the proceeds therefrom (including any refusal by any LC 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)therefrom, (iii) any actual or alleged presence or release Release of Hazardous Materials on or from any property owned or operated by the Borrower, the Parent Borrower or any of its Subsidiaries, or any Environmental Proceeding actual or alleged Environmental Liability related in any way to the Borrower, the Parent 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, the Parent Borrower or any of its Subsidiaries, and regardless of whether any Indemnitee is a party thereto, or (v) any claim (including any claim arising from an Environmental Proceeding or Environmental Liability), investigation, litigation or other proceeding (whether or any Indemnitee is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Advances, this Agreement, any other Loan Document, or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby, including reasonable and documented attorneys’ fees; provided that such indemnity shall (x) 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 costs expenses resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee or its Related Parties, (ii) that a court having competent jurisdiction shall have determined by a final judgment (not subject to further appeal) arose from a material breach of the obligations of such Indemnitee (or any of its Related Parties) under this Agreement or any other Loan Document, (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 or Arranger 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 or (iv) arising from settlements effected without Borrower’s prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned), but if settled with Borrower’s written consent, or if there is a final judgment against an Indemnitee in any such proceeding, Borrower shall indemnify and expenses are hold harmless each Indemnitee to the extent and in the manner set forth above. 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 result of such Indemnitee’s gross negligence or willful misconduct as determined by a court of competent jurisdiction by in a final and nonappealable judgment (1) to have resulted from the gross negligence or willful misconduct of such Indemnitee or (2) to have resulted from a claim brought by the Borrower or the Parent against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document and (y) be limited in the case of attorneys’ fees and expenses to (1) one (1) outside counsel for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, (2) any local and/or regulatory counsel in any applicable jurisdiction for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks and (3) in the case of a conflict of interest between one or more of the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, such additional counsel as may be reasonably necessaryjudgment. This Section 7.03(b11.3(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. Each Indemnitee (by accepting the benefits of the Loan Documents) agrees to refund and return any and all amounts paid by Borrower to such Indemnitee pursuant to this Section 11.3(b) or any other indemnification provision under the Loan Documents to the extent such Indemnitee is not entitled to the payment thereof pursuant to the terms of this Section 11.3(b) or such other indemnification provision. (c) Subject to Section 2.20, the Loan Parties 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 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 for any reason fails Loan Parties fail to indefeasibly pay any amount required under paragraph (a) or (b) of this Section to be paid by it to the Administrative Agent under clauses (or any sub-agent thereofa), any LC Issuing Bank, any Swing Line Bank (b) or any Related Party of any of the foregoing(c) hereof, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such LC Issuing Bank, such Swing Line Bank or such Related Party, as the case may be, such Lender’s Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the aggregate outstanding Commitments, or if there are no Commitments outstanding, the outstanding principal amount of the Advances, at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to any LC Issuing Bank or Swing Line Bank solely in its capacity as such, only the Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Lenders’ Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought)) of such unpaid amount; and provided, further, that the unreimbursed expense or indemnified losspayment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such LC Issuing Bank or such Swing Line Bank in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such LC Issuing Bank or any such Swing Line Bank in connection with such capacity. The obligations of the Lenders under this paragraph (c) are subject to the provisions of Section 2.21(c). (de) To the fullest 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 or actual damages) arising out of, in connection with, with or as a result of, this Agreement, Agreement or any other Loan Documentagreement or instrument contemplated hereby, the transactions contemplated hereby or therebytherein, any Advance or Letter of Credit, Loan or the use of the proceeds thereof. To the fullest extent permitted by applicable law, no Indemnitee . (f) All amounts due under this Section 11.3 shall assert, and each Indemnitee hereby waives, any claim against the Borrower, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document, the transactions contemplated hereby or thereby, any Advance or Letter of Credit, or the use of the proceeds thereof; provided that this waiver shall in no way limit the Borrower’s indemnification obligations in Section 7.03(b) to the extent of any claim by any Person other than the Borrower, the Parent or any Indemnitee or its Related Parties for any of the foregoing to the extent such claim would be covered by Section 7.03(b)payable promptly after written demand therefor.

Expenses; Indemnification. (a) The Borrower Company shall pay reimburse the Agents (including any of their respective Affiliates) and each Lender (including any of its respective Affiliates) for any reasonable out-of-pocket costs and expenses documented in reasonable detail (limited in the case of legal fees and expenses, to the reasonable fees, charges and disbursements of (i) White & Case LLP, as counsel to the Agents (plus one firm of local counsel to the Agents in each relevant jurisdiction and one firm of conflicts counsel to the Agents if the Agents determine engaging such counsel is appropriate in their sole discretion)) and (ii) the Ad Hoc Group Advisors (plus one firm of local counsel per material jurisdiction to the Ad Hoc Group as may be reasonably necessary), upon presentation of a reasonably detailed statement of all reasonable such costs and documented out of pocket expenses expenses, paid or incurred by the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers and their Affiliates Agents (including any of their respective Affiliates) and the reasonable and documented fees and expenses Lenders (including any of counsel for the Administrative Agent), their respective Affiliates) in connection with the syndication of the credit facility evidenced by this Agreement, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents (other than the Support Agreement) or any amendmentsdelivery, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated)syndication, (ii) without duplication of any fees separately agreed to by the Borrower, all reasonable and documented out of pocket expenses incurred by any LC Issuing Bank (other than overhead expenses and other similar expenses) in connection with the issuancereview, amendment, renewal or extension modification, and administration (including, without limitation, preparation of the reports described below) of the Loan Documents. The Company also agrees to reimburse the Agents and the Lenders for any Letter of Credit or any demand for payment thereunder and (iii) all documented out of reasonable out-of-pocket expenses incurred by the Administrative Agent, any Lender, any Swing Line Bank or any LC Issuing Bank (including the documented fees costs and expenses of any counsel for the Administrative Agent, any Lender, any Swing Line Bank or any LC Issuing Bank), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Advance 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 Advances or Letters of Credit; provided that the Borrower shall only be required to pay the fees and expenses for (x) one (1) outside counsel for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, (y) any local and/or regulatory counsel in any applicable jurisdiction for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks and (z) limited in the case of a conflict legal fees and expenses, to the reasonable fees, charges and disbursements of interest between (i) White & Case LLP, as counsel to the Agents (plus one or more firm of local counsel to the Administrative Agent, Agents in each relevant jurisdiction and one firm of conflicts counsel to the Syndication Agent, Agents if the Joint Lead Arrangers, Agents determine engaging such counsel is appropriate in their sole discretion) and (ii) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (plus one firm of local counsel per material jurisdiction to the Lenders, the Swing Line Banks and the LC Issuing Banks, such additional counsel Ad Hoc Group as may be reasonably necessary)) paid or incurred by the Agents or any Lender in connection with the collection and enforcement of the Loan Documents. (b) The Borrower shall Company hereby further agrees to indemnify the Administrative AgentAgents, each Joint Lead Arranger, Lender and the respective Related Parties of each Lender, each Swing Line Bank and each LC Issuing Bank, and each Related Party of any of the foregoing Persons (each such Person being called party, an “Indemnitee”) against, and hold each Indemnitee them harmless from, any from and against all losses, claims, damages, liabilities and related expenses, including without limitation, any reasonable and documented out of pocket costs (in reasonable detail) fees and expenses (including but limited in the case of fees and expenses, to the reasonable fees, charges and documented fees disbursements of (i) White & Case LLP, as counsel to the Agents (plus one firm of local counsel to the Agents in each relevant jurisdiction and expenses one firm of conflicts counsel to the Agents if the Agents determine engaging such counsel is appropriate in their sole discretion) and (ii) the Ad Hoc Group Advisors (plus one firm of local counsel per material jurisdiction to the Ad Hoc Group as may be reasonably necessary)) of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Borrower or the Parent) other than such Indemnitee and its Related Parties to the extent arising out of, in connection with, with or as a result of the Transactions, including, without limitation, (i) the execution or delivery of this Agreementfinancings contemplated thereby, any other Loan Document or any agreement transactions connected therewith (including the Transactions) or instrument contemplated hereby any claim, litigation, investigation or therebyproceeding (regardless of whether any such Indemnitee is a party thereto and regardless of whether such claim, the performance litigation, investigation or proceeding is brought by a third party or by the parties hereto Company or any of their respective obligations hereunder or thereunder or its Subsidiaries) to the consummation extent related to any of the transactions contemplated hereby or thereby, foregoing and (ii) any Advance or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any LC 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 Substances at any real property or from any property owned facility currently or formerly owned, leased or operated by the Borrower, the Parent Company or any of its Subsidiaries, or any Environmental Proceeding or Environmental Liability related in any way to the Borrower, the Parent Company or any of its Subsidiaries, (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, the Parent or any of its Subsidiaries, and regardless of whether any Indemnitee is a party thereto, or (v) any claim (including any claim arising from an Environmental Proceeding or Environmental Liability), investigation, litigation or other proceeding (whether or any Indemnitee is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Advances, this Agreement, any other Loan Document, or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby, including reasonable and documented attorneys’ fees; provided that such the foregoing indemnity shall (x) will not, as to any Indemnitee, be available apply to the extent that such losses, claims, damages, liabilities or and related costs expenses to the extent they (a) are found in a final and expenses are determined by non-appealable judgment of a court of competent jurisdiction by final and nonappealable judgment (1) to have resulted from the willful misconduct or gross negligence or willful misconduct of such Indemnitee or (2) to have resulted from a claim brought by the Borrower or the Parent against an Indemnitee for breach in bad faith any of such Indemnitee’s obligations hereunder or under any other Loan Document and (y) be limited in the case of attorneys’ fees and expenses to (1) one (1) outside counsel for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banksits Related Parties, (2b) [reserved] or (c) any local and/or regulatory counsel dispute solely among Indemnitees or their respective Related Parties other than claims against any agent or arranger in its capacity or in fulfilling its role as agent or arranger or any applicable jurisdiction for similar role under the Administrative Agent, Credit Facility and other than claims to the Syndication Agent, extent arising out of any act or omission on the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks and (3) in the case of a conflict of interest between one or more part of the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, such additional counsel as may be reasonably necessaryCompany or its Affiliates. This Section 7.03(b) paragraph shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. claims or damages arising from any non-Tax claim. (c) To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under paragraph (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), any LC Issuing Bank, any Swing Line Bank or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such LC Issuing Bank, such Swing Line Bank or such Related Party, as the case may be, such Lender’s Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the aggregate outstanding Commitments, or if there are no Commitments outstanding, the outstanding principal amount of the Advances, at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to any LC Issuing Bank or Swing Line Bank solely in its capacity as such, only the Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Lenders’ Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); and provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such LC Issuing Bank or such Swing Line Bank in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such LC Issuing Bank or any such Swing Line Bank in connection with such capacity. The obligations of the Lenders Company under this paragraph (c) are subject to Section 10.6 shall survive the provisions termination of Section 2.21(c). (d) 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 damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document, the transactions contemplated hereby or thereby, any Advance or Letter of Credit, or the use of the proceeds thereof. To the fullest extent permitted by applicable law, no Indemnitee shall assert, and each Indemnitee hereby waives, any claim against the Borrower, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document, the transactions contemplated hereby or thereby, any Advance or Letter of Credit, or the use of the proceeds thereof; provided that this waiver shall in no way limit the Borrower’s indemnification obligations in Section 7.03(b) to the extent of any claim by any Person other than the Borrower, the Parent or any Indemnitee or its Related Parties for any of the foregoing to the extent such claim would be covered by Section 7.03(b).

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses of the Administrative Agent, including reasonable fees and documented out disbursements of one special counsel for the Administrative Agent, in connection with the preparation of this Agreement, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default with respect to the Borrower hereunder and (ii) if an Event of Default with respect to the Borrower occurs, all reasonable out-of-pocket expenses incurred by the Administrative AgentAgent or any Lender, the Syndication Agent, the Joint Lead Arrangers and their Affiliates (including the reasonable and documented fees and expenses disbursements of one primary counsel for the Administrative AgentAgent and the Lenders (and (x) if necessary, a single firm of local counsel to the Administrative Agent and the Lenders in each appropriate jurisdiction and (y) solely in the case of any actual or potential conflict of interest, one additional counsel in each relevant jurisdiction to the affected Persons similarly situated), in connection with the syndication such Event of the credit facility evidenced by this Agreement, the preparation, negotiation, execution, delivery Default and administration of this Agreement and the other Loan Documents (other than the Support Agreement) or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) without duplication of any fees separately agreed to by the Borrower, all reasonable and documented out of pocket expenses incurred by any LC Issuing Bank (other than overhead expenses collection and other similar expenses) 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 expenses incurred by the Administrative Agent, any Lender, any Swing Line Bank or any LC Issuing Bank (including the documented fees and expenses of any counsel for the Administrative Agent, any Lender, any Swing Line Bank or any LC Issuing Bank), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Advance 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 Advances or Letters of Credit; provided that the Borrower shall only be required to pay the fees and expenses for (x) one (1) outside counsel for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, (y) any local and/or regulatory counsel in any applicable jurisdiction for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks and (z) in the case of a conflict of interest between one or more of the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, such additional counsel as may be reasonably necessaryproceedings resulting therefrom. (b) The Borrower shall agrees to indemnify the Administrative Agent, each Joint Lead Arranger, each Lender, each Swing Line Bank Agent and each LC Issuing Bank, Lender and each the respective Related Party of any Parties 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, claimspenalties, damages, liabilities and related reasonable documented out of pocket costs and expenses (including the reasonable and documented fees and expenses of any kind, including, without limitation, the reasonable fees and disbursements of one counsel for all Indemnitees taken as a whole and, in the case of any Indemnitee)actual or potential conflict of interest, one additional counsel to each group of affected Indemnitees similarly situated taken as a whole, which may be incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Borrower or the Parent) other than such Indemnitee and its Related Parties in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) relating to or arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan 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 Advance or Letter of Credit or the use actual or proposed use of the proceeds therefrom (including any refusal by any LC 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, the Parent or any of its Subsidiaries, or any Environmental Proceeding or Environmental Liability related in any way to the Borrower, the Parent or any of its Subsidiaries, (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, the Parent or any of its Subsidiaries, and regardless of whether any Indemnitee is a party thereto, or (v) any claim (including any claim arising from an Environmental Proceeding or Environmental Liability), investigation, litigation or other proceeding (whether or any Indemnitee is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Advances, this Agreement, any other Loan Document, or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby, including reasonable and documented attorneys’ feesLoans hereunder; provided that no Indemnitee shall have the right to be indemnified hereunder for such indemnity shall (x) not, Indemnitee’s own gross negligence or willful misconduct as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related costs and expenses are determined by a court of competent jurisdiction by final and nonappealable judgment (1) to have resulted from the gross negligence or willful misconduct of such Indemnitee or (2) to have resulted from a claim brought by the Borrower or the Parent against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document and (y) be limited in the case of attorneys’ fees and expenses to (1) one (1) outside counsel for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, (2) any local and/or regulatory counsel in any applicable jurisdiction for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks and (3) in the case of a conflict of interest between one or more of the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, such additional counsel as may be reasonably necessaryjurisdiction. This Section 7.03(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) To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under paragraph (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), any LC Issuing Bank, any Swing Line Bank or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such LC Issuing Bank, such Swing Line Bank or such Related Party, as the case may be, such Lender’s Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the aggregate outstanding Commitments, or if there are no Commitments outstanding, the outstanding principal amount of the Advances, at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to any LC Issuing Bank or Swing Line Bank solely in its capacity as such, only the Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Lenders’ Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); and provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such LC Issuing Bank or such Swing Line Bank in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such LC Issuing Bank or any such Swing Line Bank in connection with such capacity. The obligations of the Lenders under this paragraph (c) are subject to the provisions of Section 2.21(c). (d) 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 damages) arising out of, in connection with, or as a result of, this Agreement, or any other Loan Documentagreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Advance or Letter of Credit, Loan or the use of the proceeds thereof. To No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the fullest extent permitted use by applicable lawunintended recipients of any information or other materials distributed by it through telecommunications, no Indemnitee shall assert, and each Indemnitee hereby waives, any claim against the Borrower, on any theory of liability, for special, indirect, consequential electronic or punitive damages (as opposed to direct or actual damages) arising out of, other information transmission systems in connection with, with this Agreement or as a result of, this Agreement, any other Loan Document, the transactions contemplated hereby or thereby, any Advance or Letter of Credit, or the use of the proceeds thereof; provided that this waiver shall in no way limit the Borrower’s indemnification obligations in Section 7.03(b) to the extent of any claim by any Person other than the Borrower, the Parent or any Indemnitee or its Related Parties for any of the foregoing to the extent such claim would be covered by Section 7.03(b).

Expenses; Indemnification. (a) The Borrower shall pay reimburse (i) all reasonable and documented out out-of-pocket expenses of the Administrative Agent and the Lead Arranger (including due diligence expenses, syndication expenses, travel expenses and reasonable fees, charges and disbursements of one firm of counsel for the Administrative Agent and the Lead Arranger (and if reasonably necessary, one local counsel in any relevant jurisdiction) and, solely in the case of an actual or potential conflict of interest, of one additional counsel (and, if reasonably necessary, one additional local counsel in any relevant jurisdiction)) incurred in connection with the preparation of this Agreement and any related documentation or the administration, amendment, modification or waiver hereof or thereof and (ii) if an Event of Default occurs, all reasonable and documented out-of-pocket expenses incurred by the Administrative AgentAgent and each Lender, the Syndication Agent, the Joint Lead Arrangers and their Affiliates (including the reasonable and documented fees and expenses disbursements of one firm of counsel for (and if reasonably necessary, one local counsel in any relevant jurisdiction) and, solely in the Administrative Agent)case of an actual or potential conflict of interest, of one additional counsel (and, if reasonably necessary, one additional local counsel in connection with the syndication of the credit facility evidenced by this Agreement, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents (other than the Support Agreement) or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) without duplication of any fees separately agreed to by the Borrower, all reasonable and documented out of pocket expenses incurred by any LC Issuing Bank (other than overhead expenses and other similar expensesrelevant jurisdiction) in connection with the issuancesuch Event of Default and collection, amendmentbankruptcy, renewal or extension of any Letter of Credit or any demand for payment thereunder insolvency and (iii) all documented out of pocket expenses incurred by the Administrative Agent, any Lender, any Swing Line Bank or any LC Issuing Bank (including the documented fees and expenses of any counsel for the Administrative Agent, any Lender, any Swing Line Bank or any LC Issuing Bank), in connection with the other enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Advance 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 Advances or Letters of Credit; provided that the Borrower shall only be required to pay the fees and expenses for (x) one (1) outside counsel for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, (y) any local and/or regulatory counsel in any applicable jurisdiction for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks and (z) in the case of a conflict of interest between one or more of the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, such additional counsel as may be reasonably necessaryproceedings resulting therefrom. (b) The Borrower shall agrees to indemnify the Administrative Agent, each Joint Lead Arranger, and hold harmless each Lender, each Swing Line Bank the Administrative Agent and each LC Issuing Bankof their respective affiliates and their respective officers, directors, employees, advisors, and each Related Party of any of the foregoing Persons agents (each such Person being called each, an “IndemniteeIndemnified Person”) against, from and hold each Indemnitee harmless from, against any and all losses, claims, damages, damages and liabilities and related reasonable documented (including Environmental Liabilities) to which any such Indemnified Person may become subject arising out of pocket costs and expenses (including the reasonable and documented fees and expenses of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Borrower or the Parent) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) with the execution or delivery of this Agreement, any other Loan 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 or thereby, (ii) any Advance or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any LC 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, the Parent Loans hereunder or any of its Subsidiaries, related transaction or any Environmental Proceeding or Environmental Liability related in any way to the Borrower, the Parent or any of its Subsidiaries, (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether based on contract, tort or any other theory, Indemnified Person is a party thereto and regardless of whether brought by a third party or by the Borrower, the Parent Borrower or any of its Subsidiariesaffiliates (any of the foregoing, a “Proceeding”), and regardless of whether to reimburse each Indemnified Person upon demand for any Indemnitee is a party thereto, or (v) any claim (including any claim arising from an Environmental Proceeding or Environmental Liability), investigation, litigation or other proceeding (whether or any Indemnitee is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Advances, this Agreement, any other Loan Document, or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby, including reasonable and documented attorneys’ feeslegal or other expenses incurred in connection with investigating or defending any of the foregoing; provided that such (i) the foregoing indemnity shall (x) will not, as to any IndemniteeIndemnified Person, be available apply to the extent that such losses, claims, damages, liabilities or related costs and expenses (A) to the extent they are determined found by a final, non-appealable judgment of a court of competent jurisdiction by final and nonappealable judgment to arise from the bad faith, willful misconduct or gross negligence of such Indemnified Person or any of its Related Persons, (1B) to have resulted the extent resulting from any Proceeding that does not involve an act or omission of the Borrower and its Consolidated Subsidiaries or any of their respective affiliates and that is brought by an Indemnified Person solely against another Indemnified Person, other than claims against any Lender or the Lead Arranger or the Administrative Agent in its capacity in fulfilling its role as an agent or arranger under the Loan Documents, in each case as found by a final, non-appealable judgment of a court of competent jurisdiction or (C) to the extent resulting from a material breach by such Indemnified Person or any Related Person thereof of its obligations under the Loan Documents as found by a final, non-appealable judgment of a court of competent jurisdiction. No Indemnified Person shall be liable for any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems (other than for direct or actual damages resulting from the bad faith, gross negligence or willful misconduct of such Indemnitee or (2) to have resulted from a claim brought by the Borrower or the Parent against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document and (y) be limited in the case of attorneys’ fees and expenses to (1) one (1) outside counsel for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, (2) any local and/or regulatory counsel in any applicable jurisdiction for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks and (3) in the case of a conflict of interest between one or more of the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, such additional counsel as may be reasonably necessary. This Section 7.03(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) To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under paragraph (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), any LC Issuing Bank, any Swing Line Bank Indemnified Person or any Related Party of any of the foregoing, each Lender severally agrees to pay Person thereof to the Administrative Agent (or any such subextent found by a final non-agentappealable judgment of a court of competent jurisdiction), such LC Issuing Bank, such Swing Line Bank or such Related Party, as the case may be, such Lender’s Pro Rata Share (determined as of the time it being understood that the applicable unreimbursed expense use of electronic telecommunications or indemnity payment is sought based on each Lender’s share of the aggregate outstanding Commitmentsother information transmission systems will not itself constitute bad faith, gross negligence or if there are no Commitments outstanding, the outstanding principal amount of the Advances, at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to any LC Issuing Bank or Swing Line Bank solely in its capacity as such, only the Lenders willful misconduct. No Indemnified Person shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Lenders’ Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); and provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or liable for any such sub-agent), such LC Issuing Bank or such Swing Line Bank in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such LC Issuing Bank or any such Swing Line Bank in connection with such capacity. The obligations of the Lenders under this paragraph (c) are subject to the provisions of Section 2.21(c). (d) 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 damages) arising out of, in connection withwith the Loan Documents. For purposes hereof, a “Related Person” of an Indemnified Person means (a) any controlling person, controlled affiliate or as subsidiary of such Indemnified Person, (b) the respective directors, officers or employees of such Indemnified Person or any of its subsidiaries, controlled affiliates or controlling persons and (c) the respective agents and advisors of such Indemnified Person or any of its subsidiaries, controlled affiliates or controlling persons; provided, that each reference to a result ofcontrolled affiliate, controlling person, director, officer or employee in this Agreementsentence pertains to a controlled affiliate, any other Loan Documentcontrolling person, director, officer or employee involved in the transactions contemplated hereby or thereby, any Advance or Letter of Credit, or the use negotiation of the proceeds thereofLoan Documents. To The Borrower shall not be liable to the fullest extent permitted by applicable lawAdministrative Agent, no Indemnitee shall assert, and each Indemnitee hereby waives, Lead Arranger or any claim against the Borrower, on Indemnified Person for any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other with the Loan Document, the transactions contemplated hereby or thereby, any Advance or Letter of Credit, or the use of the proceeds thereofDocuments; provided that this waiver sentence shall in no way not limit the Borrower’s indemnification obligations as set forth in Section 7.03(b) to the extent of any claim by any Person other than the Borrower, the Parent or any Indemnitee or its Related Parties for any of the foregoing to the extent such claim would be covered by Section 7.03(b)this paragraph.

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses of the Administrative Agent, including reasonable fees and documented out disbursements of one special counsel for the Administrative Agent, in connection with the preparation of this Agreement, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default with respect to the Borrower hereunder and (ii) if an Event of Default with respect to the Borrower occurs, all reasonable out-of-pocket expenses incurred by the Administrative AgentAgent or any Lender, the Syndication Agent, the Joint Lead Arrangers and their Affiliates (including the reasonable and documented fees and expenses disbursements of one primary counsel for the Administrative AgentAgent and the Lenders (and (x) if necessary, a single firm of local counsel to the Administrative Agent and the Lenders in each appropriate jurisdiction and (y) solely in the case of any actual or potential conflict of interest, one additional counsel in each relevant jurisdiction to the affected Persons similarly situated), in connection with the syndication such Event of the credit facility evidenced by this Agreement, the preparation, negotiation, execution, delivery Default and administration of this Agreement and the other Loan Documents (other than the Support Agreement) or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) without duplication of any fees separately agreed to by the Borrower, all reasonable and documented out of pocket expenses incurred by any LC Issuing Bank (other than overhead expenses collection and other similar expenses) 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 expenses incurred by the Administrative Agent, any Lender, any Swing Line Bank or any LC Issuing Bank (including the documented fees and expenses of any counsel for the Administrative Agent, any Lender, any Swing Line Bank or any LC Issuing Bank), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Advance 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 Advances or Letters of Credit; provided that the Borrower shall only be required to pay the fees and expenses for (x) one (1) outside counsel for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, (y) any local and/or regulatory counsel in any applicable jurisdiction for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks and (z) in the case of a conflict of interest between one or more of the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, such additional counsel as may be reasonably necessaryproceedings resulting therefrom. (b) The Borrower shall agrees to indemnify the Administrative Agent, each Joint Lead Arranger, each Lender, each Swing Line Bank Agent and each LC Issuing Bank, Lender and each the respective Related Party of any Parties 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, claimspenalties, damages, liabilities and related reasonable documented out of pocket costs and expenses (including the reasonable and documented fees and expenses of any kind, including, without limitation, the reasonable fees and disbursements of one counsel for all Indemnitees taken as a whole and, in the case of any Indemnitee)actual or potential conflict of interest, one additional counsel to each group of affected Indemnitees similarly situated taken as a whole, which may be incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Borrower or the Parent) other than such Indemnitee and its Related Parties in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) relating to or arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan 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 Advance or Letter of Credit or the use actual or proposed use of the proceeds therefrom (including any refusal by any LC 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, the Parent or any of its Subsidiaries, or any Environmental Proceeding or Environmental Liability related in any way to the Borrower, the Parent or any of its Subsidiaries, (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, the Parent or any of its Subsidiaries, and regardless of whether any Indemnitee is a party thereto, or (v) any claim (including any claim arising from an Environmental Proceeding or Environmental Liability), investigation, litigation or other proceeding (whether or any Indemnitee is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Advances, this Agreement, any other Loan Document, or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby, including reasonable and documented attorneys’ feesLoans hereunder; provided that no Indemnitee shall have the right to be indemnified hereunder for such indemnity shall (x) not, Indemnitee’s own gross negligence or willful misconduct as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related costs and expenses are determined by a court of competent jurisdiction by final and nonappealable judgment (1) to have resulted from the gross negligence or willful misconduct of such Indemnitee or (2) to have resulted from a claim brought by the Borrower or the Parent against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document and (y) be limited in the case of attorneys’ fees and expenses to (1) one (1) outside counsel for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, (2) any local and/or regulatory counsel in any applicable jurisdiction for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks and (3) in the case of a conflict of interest between one or more of the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, such additional counsel as may be reasonably necessaryjurisdiction. This Section 7.03(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) To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under paragraph (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), any LC Issuing Bank, any Swing Line Bank or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such LC Issuing Bank, such Swing Line Bank or such Related Party, as the case may be, such Lender’s Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the aggregate outstanding Commitments, or if there are no Commitments outstanding, the outstanding principal amount of the Advances, at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to any LC Issuing Bank or Swing Line Bank solely in its capacity as such, only the Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Lenders’ Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); and provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such LC Issuing Bank or such Swing Line Bank in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such LC Issuing Bank or any such Swing Line Bank in connection with such capacity. The obligations of the Lenders under this paragraph (c) are subject to the provisions of Section 2.21(c). (d) 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 damages) arising out of, in connection with, or as a result of, this Agreement, or any other Loan Documentagreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Advance or Letter of Credit, Loan or the use of the proceeds thereof. To No Indemnitee referred to in (b) above shall be liable for any damages arising from the fullest extent permitted use by applicable lawunintended recipients of any information or other materials distributed by it through telecommunications, no Indemnitee shall assert, and each Indemnitee hereby waives, any claim against the Borrower, on any theory of liability, for special, indirect, consequential electronic or punitive damages (as opposed to direct or actual damages) arising out of, other information transmission systems in connection with, with this Agreement or as a result of, this Agreement, any other Loan Document, the transactions contemplated hereby or thereby, any Advance or Letter of Credit, or the use of the proceeds thereof; provided that this waiver shall in no way limit the Borrower’s indemnification obligations in Section 7.03(b) to the extent of any claim by any Person other than the Borrower, the Parent or any Indemnitee or its Related Parties for any of the foregoing to the extent such claim would be covered by Section 7.03(b).

Expenses; Indemnification. (a) The Borrower shall pay (i) To induce the Citi to issue this Commitment Letter, you hereby agree that all reasonable reasonable, out-of-pocket fees and documented out of pocket expenses incurred by the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers and their Affiliates (including the reasonable and documented fees and expenses of counsel (but limited, in the case of fees and expenses of counsel, to one counsel for the Administrative AgentCiti and, if determined by Citi to be reasonably necessary, of one local counsel in any relevant jurisdiction), ) of Citi and any of its affiliates arising in connection with the syndication of the credit facility evidenced by this Agreement, any New Bank Facility and the preparation, negotiation, execution, delivery and administration enforcement of this Agreement Commitment Letter, the Fee Letter and the other Loan Documents definitive documentation for any New Bank Facility (other than the Support Agreementincluding in connection with Citi’s due diligence and syndication efforts) shall be for your account (and that you shall from time to time upon request by Citi reimburse it and its affiliates for all such fees and expenses paid or any amendmentsincurred by them), modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby Transactions are consummated or thereby shall be consummatedany New Bank Facility is made available or the definitive documentation for any New Bank Facility is executed. You further agree to indemnify and hold harmless Citi (whether in its capacity as an agent, arranger, Lender or otherwise) and each other agent or co-agent (if any) designated by the Arranger (as reasonably agreed by you) with respect to any New Bank Facility and their respective affiliates and each director, officer, employee, representative, member, partner, trustee and agent thereof (each, an “Indemnified Person”) from and against any and all actions, suits, proceedings (including any investigations or inquiries), (ii) without duplication of any fees separately agreed to by the Borrowerclaims, all reasonable and documented out of pocket expenses incurred by any LC Issuing Bank (other than overhead expenses and other similar expenses) in connection with the issuancelosses, amendmentdamages, renewal liabilities or extension of any Letter of Credit or any demand for payment thereunder and (iii) all documented out of pocket expenses incurred by the Administrative Agent, any Lender, any Swing Line Bank or any LC Issuing Bank (including the documented fees and expenses of any kind or nature whatsoever that may be incurred by or asserted against or involve any Indemnified Person as a result of or arising out of or in any way related to or resulting from the Transactions, this Commitment Letter or the Fee Letter, any New Bank Facility and the actual or proposed use of the proceeds thereof and any related transaction and, upon demand, to pay and reimburse each Indemnified Person for any reasonable legal or other out-of-pocket expenses (but limited, in the case of legal fees and expenses, to one counsel for the Administrative Agentsuch Indemnified Persons taken as a whole and, any Lender, any Swing Line Bank or any LC Issuing Bank), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Advance 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 Advances or Letters of Credit; provided that the Borrower shall only be required to pay the fees and expenses for (x) one (1) outside counsel for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, (y) any local and/or regulatory counsel in any applicable jurisdiction for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks and (z) solely in the case of a conflict of interest between (as reasonably determined by the affected Indemnified Persons), one or more of the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, such additional counsel for all affected Indemnified Persons (or similarly situated affected Indemnified Persons), in either case taken as may a whole (and, if determined by us to be reasonably necessary. , of one local counsel in any relevant jurisdiction for all such Indemnified Persons, taken as a whole, and, solely in the case of a conflict of interest (b) The Borrower shall indemnify as reasonably determined by the Administrative Agentaffected Indemnified Persons), each Joint Lead Arranger, each Lender, each Swing Line Bank and each LC Issuing Bank, and each Related Party of any of the foregoing one additional local counsel for all affected Indemnified Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related reasonable documented out of pocket costs and expenses (including the reasonable and documented fees and expenses of any counsel for any Indemniteeor similarly affected Indemnified Persons), in either case taken as a whole)) paid or incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Borrower or the Parent) other than such Indemnitee and its Related Parties arising out of, in connection withwith investigating, defending or as a result of (i) the execution or delivery of this Agreementpreparing to defend any such action, any other Loan Document or any agreement or instrument contemplated hereby or therebysuit, 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 Advance or Letter of Credit or the use or proposed use of the proceeds therefrom proceeding (including any refusal by inquiry or investigation) or claim (whether or not any LC Issuing Bank Indemnified Person is a party 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)any action, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower, the Parent or any of its Subsidiaries, or any Environmental Proceeding or Environmental Liability related in any way to the Borrower, the Parent or any of its Subsidiaries, (iv) any actual or prospective claim, litigation, investigation suit or proceeding relating to (including any inquiry or investigation) out of the foregoing, whether based on contract, tort which any such expenses arise or any other theory, whether brought such matter is initiated by a third party or by the Borrower, the Parent you or any of its Subsidiariesyour affiliates); provided, and regardless of whether however, that (i) you shall not have to indemnify any Indemnitee is a party theretoIndemnified Person against any loss, claim, damage, expense or (v) any claim (including any claim arising from an Environmental Proceeding or Environmental Liability), investigation, litigation or other proceeding (whether or any Indemnitee is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Advances, this Agreement, any other Loan Document, or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby, including reasonable and documented attorneys’ fees; provided that such indemnity shall (x) not, as to any Indemnitee, be available liability to the extent that such losses, claims, damages, liabilities or related costs and expenses are determined by a court of competent jurisdiction by final and nonappealable judgment (1) to have same resulted from the gross negligence or willful misconduct of such Indemnitee or Indemnified Person (2as determined by a court of competent jurisdiction in a final and nonappealable judgment), (ii) each Indemnified Person shall consult with the Borrower from time to have resulted from a claim brought by time at the reasonable request of the Borrower regarding the conduct of the defense in any such proceeding (other than in respect of proceedings in which the Borrower or the Parent against an Indemnitee for breach in bad faith any of its affiliates is a party adverse to such Indemnitee’s obligations hereunder or under any other Loan Document and (y) be limited in the case of attorneys’ fees and expenses to (1) one (1) outside counsel for the Administrative AgentIndemnified Person), the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, (2) any local and/or regulatory counsel in any applicable jurisdiction for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks and (3) in the case of a conflict of interest between one or more of the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, such additional counsel as may be reasonably necessary. This Section 7.03(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) To the extent provided that the Borrower for any reason fails to indefeasibly pay any amount required under paragraph (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), any LC Issuing Bank, any Swing Line Bank or any Related Party failure of any of the foregoing, each Lender severally agrees Indemnified Party to pay to the Administrative Agent (or any such sub-agent), such LC Issuing Bank, such Swing Line Bank or such Related Party, as the case may be, such Lender’s Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the aggregate outstanding Commitments, or if there are no Commitments outstanding, the outstanding principal amount of the Advances, at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that so consult with respect to such unpaid amounts owed to any LC Issuing Bank or Swing Line Bank solely in its capacity as such, only the Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Lenders’ Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); and provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such LC Issuing Bank or such Swing Line Bank in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such LC Issuing Bank or any such Swing Line Bank in connection with such capacity. The obligations of the Lenders under this paragraph (c) are subject to the provisions of Section 2.21(c). (d) To the fullest extent permitted by applicable law, the Borrower shall not assertrelieve you of your obligations under this Commitment Letter (including under this Section 7), and hereby waives(iii) each Indemnified Person that proposes to settle or compromise any claim, litigation, investigation or proceeding for which you may be liable for payment of indemnity hereunder shall obtain the Borrower’s consent (not to be unreasonably withheld, delayed or conditioned) to such settlement or compromise. Neither CGMI, Citi nor any other Indemnified Person shall be responsible or liable to you or any other person or entity for any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems. Except to the extent you may be so responsible or liable pursuant to your obligations under this Section 7, no party hereto, nor any of their respective affiliates or their or their affiliates’ directors, officers, employees, representatives, members, partners, trustees or agents, shall be responsible or liable for any indirect, special, exemplary, incidental, punitive or consequential damages (including, without limitation, any claim against any Indemniteeloss of profits, on any theory of liability, for special, indirect, consequential business or punitive damages (as opposed to direct or actual damagesanticipated savings) arising out of, in connection with, or that may be alleged as a result ofof the Transactions, this AgreementCommitment Letter, the Fee Letter, any other Loan Document, New Bank Facility and the transactions contemplated hereby actual or thereby, any Advance or Letter of Credit, or the proposed use of the proceeds thereof. To the fullest extent permitted by applicable law, no Indemnitee shall assert, thereof and each Indemnitee hereby waives, any claim against the Borrower, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document, the transactions contemplated hereby or thereby, any Advance or Letter of Credit, or the use of the proceeds thereof; provided that this waiver shall in no way limit the Borrower’s indemnification obligations in Section 7.03(b) to the extent of any claim by any Person other than the Borrower, the Parent or any Indemnitee or its Related Parties for any of the foregoing to the extent such claim would be covered by Section 7.03(b)related transaction.