Common use of Expenses; Indemnification Clause in Contracts

Expenses; Indemnification. (a) The Borrower shall reimburse the Agents and the Arrangers for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ and paralegals’ fees and time charges of attorneys for each Agent, which attorneys may be employees of such Agent and expenses of and fees for other advisors and professionals engaged by such Agent or the Arrangers) paid or incurred by any Agent or the Arrangers in connection with the investigation, preparation, negotiation, documentation, execution, 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 Agents, the Arrangers, the Issuing Bank and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ and paralegals’ fees and time charges and expenses of attorneys and paralegals for the Agents, the Arrangers, the Issuing Bank and the Lenders, which attorneys and paralegals may be employees of the Agents, the Arrangers, the Issuing Bank or the Lenders) paid or incurred by the Agents, the Arrangers, the Issuing Bank or any Lender in connection with (i) the collection and enforcement of the Loan Documents and (ii) any workout, restructuring or negotiations in respect of any of the Obligations. Expenses being reimbursed by the Borrower under this Section include, without limitation, the cost and expense of obtaining the field examination contemplated by Section 5.7 and the preparation of Reports described in the following sentence based on the fees charged by a third party retained by either Agent or the internally allocated fees for each Person employed by such Agent with respect to each field examination. The Borrower acknowledges that from time to time either Agent may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the Borrower’s assets for internal use by the Agents from information furnished to them by or on behalf of the Borrower, after either such Agent has exercised its rights of inspection pursuant to this Agreement. (b) The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender, the Swingline Lender and the Issuing Bank, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, penalties and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) the use by any Person of any information or materials obtained by or through SyndTrak or other internet web sites, (iv) any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (v) 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 any other Loan Party, and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. (c) The Borrower shall pay, and hold the Administrative Agent, the Issuing Bank, the Swingline Lender 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 fails to pay any amount required to be paid to the Administrative Agent, the Issuing Bank or the Swingline Lender under clauses (a), (b) or (c) of this Section 10.3, each Lender severally agrees to pay to the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s Pro Rata Share (determined as of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Issuing Bank or the Swingline Lender in its capacity as such. (e) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the transactions contemplated herein or therein, any Loan or any Letter of Credit or the use of proceeds thereof. No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. (f) All amounts due under this Section 10.3 shall be payable promptly after written demand therefor.

Expenses; Indemnification. (a) The Borrower shall reimburse the Agents Administrative Agent and the Arrangers Arranger upon demand for any all reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ and paralegals’ fees and time charges of attorneys for each Agent, which attorneys may be employees of such Agent and expenses of and fees for other advisors and professionals engaged by such Agent or the Arrangers) paid or incurred by any the Administrative Agent or the Arrangers Arranger, 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 to the Administrative Agent and the Arranger and/or the allocated costs of in-house counsel incurred from time to time, in connection with the investigationdue diligence, preparation, administration, negotiation, documentation, execution, delivery, syndication, distribution (including, without limitation, via DebtX and any other internet service selected by the internetAdministrative Agent), review, amendment, modification modification, and administration of the Loan Documents, and expenses incurred in connection with assessing and responding to any subpoena, garnishment or similar process served on the Administrative Agent relating to the Borrower, any Collateral, any Loan Document or the extensions of credit evidenced thereby. The Borrower also agrees to reimburse the AgentsAdministrative Agent, the ArrangersArranger, the Issuing Bank and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses, including, without limitation, filing and recording costs and fees, costs of any environmental review, and consultants’ fees, travel expenses (including and reasonable attorneys’ and paralegals’ fees and time fees, charges and expenses disbursements of attorneys and paralegals for outside counsel to the AgentsAdministrative Agent, the ArrangersArranger, the Issuing Bank and the LendersLenders and/or the allocated costs of in-house counsel incurred from time to time, which attorneys and paralegals may be employees of the Agents, the Arrangers, the Issuing Bank or the Lenders) paid or incurred by the AgentsAdministrative Agent, the ArrangersArranger, the Issuing Bank or any Lender in connection with (i) the collection and enforcement of the Loan Documents and (ii) any workout, restructuring or negotiations in respect of any of the ObligationsDocuments. Expenses being reimbursed by the Borrower under this Section 10.6(a) include, without limitation, costs and expenses incurred in connection with the cost and expense of obtaining the field examination contemplated by Section 5.7 and the preparation of Reports described in the following sentence based on the fees charged by a third party retained by either Agent or the internally allocated fees for each Person employed by such Agent with respect to each field examinationsentence. The Borrower acknowledges that from time to time either Agent U.S. Bank may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the Borrower’s assets for internal use by the Agents U.S. Bank from information furnished to them it by or on behalf of the Borrower, after either such Agent 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 (and any sub-agent thereof)Agent, the Arranger, each Lender, the Swingline Lender and the Issuing Banktheir respective affiliates, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) againsttheir directors, officers and hold each Indemnitee harmless fromemployees, any agents and advisors against all losses, claims, damages, liabilitiespenalties, penalties judgments, liabilities and related expenses (including the including, without limitation, reasonable attorneys’ fees, charges and disbursements and settlement costs (including, without limitation, all expenses of litigation or preparation therefor) whether or not the Administrative Agent, the Arranger, any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower Lender or any other Loan Party affiliate is a party thereto) 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 other Loan Document or any agreement or instrument contemplated hereby or therebythe Related Documents, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or therebyhereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) the use by any Person of any information or materials obtained by or through SyndTrak or other internet web sites, (iv) any actual or alleged presence or Release release of Hazardous Materials Substances on or from any property Property owned or operated by the Borrower or any of its Subsidiaries, any environmental liability related in any way to Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (v) 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 any other Loan Partyof its Subsidiaries, and regardless or the direct or indirect application or proposed application of whether the proceeds of any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available Advance hereunder except to the extent that such losses, claims, damages, liabilities or related expenses (x) they are determined in a final non-appealable judgment by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the party seeking indemnification. The obligations of the Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. (c) The Borrower shall pay, and hold the Administrative Agent, the Issuing Bank, the Swingline Lender 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 fails to pay any amount required to be paid to the Administrative Agent, the Issuing Bank or the Swingline Lender under clauses (a), (b) or (c) of this Section 10.3, each Lender severally agrees to pay to the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s Pro Rata Share (determined as of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Issuing Bank or the Swingline Lender in its capacity as such. (e) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the transactions contemplated herein or therein, any Loan or any Letter of Credit or the use of proceeds thereof. No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. (f) All amounts due under this Section 10.3 10.6 shall be payable promptly after written demand thereforsurvive the termination of this Agreement.

Expenses; Indemnification. (a) 9.6.1 The Borrower shall reimburse the Agents Agent and the Arrangers each Arranger for any reasonable costs, internal charges and out-of-pocket out‑of‑pocket expenses (including reasonable attorneys’ and paralegals’ fees and time charges of attorneys and paralegals for each the Agent, which attorneys may be employees of the Agent, but limited to the reasonable and documented out-of-pocket fees, disbursements and other charges of one counsel to all such Agent parties (taken as a whole) and, if reasonably necessary, a single local counsel for all such parties (taken as a whole) in each relevant jurisdiction and with respect to each relevant specialty, and in the case of an actual or perceived conflict of interest, one additional counsel in each relevant jurisdiction to the affected indemnified parties similarly situated and taken as whole) and reasonable expenses of and fees for other advisors and professionals engaged by such the Agent or the Arrangersany Arranger) paid or incurred by any the Agent or the Arrangers any Arranger in connection with the investigation, preparation, negotiation, documentation, execution, delivery, syndication, distribution (including, without limitation, including via the internet), review, amendment, modification and administration of the Loan Documents. The Borrower also agrees to reimburse the Agent, the Syndication Agent, the Co-Documentation Agents, the Arrangers, the Issuing Bank Arrangers and the Lenders for any reasonable costs, internal charges and out-of-pocket out‑of‑pocket expenses (including reasonable attorneys’ and paralegals’ fees and time charges and expenses of attorneys and paralegals for the Agent, the Syndication Agent, the Co-Documentation Agents, the Arrangers, the Issuing Bank Arrangers and the Lenders, which attorneys and paralegals may be employees of the Agent, the Syndication Agent, the Co-Documentation Agents, the Arrangers, the Issuing Bank Arrangers or the Lenders) paid or incurred by the Agent, the Syndication Agent, the Co-Documentation Agents, the Arrangers, the Issuing Bank Arrangers or any Lender in connection with (i) the collection and enforcement of the Loan Documents and (ii) any workout, restructuring or negotiations in respect of any of Documents. 9.6.2 The Borrower hereby further agrees to indemnify the Obligations. Expenses being reimbursed by the Borrower under this Section include, without limitationAgent, the cost and expense of obtaining Syndication Agent, the field examination contemplated by Section 5.7 and Co-Documentation Agents, the preparation of Reports described in the following sentence based on the fees charged by a third party retained by either Agent or the internally allocated fees for each Person employed by such Agent with respect to each field examination. The Borrower acknowledges that from time to time either Agent may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the Borrower’s assets for internal use by the Agents from information furnished to them by or on behalf of the Borrower, after either such Agent has exercised its rights of inspection pursuant to this Agreement. (b) The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof)Arrangers, each Lender, the Swingline Lender and the Issuing Banktheir respective affiliates, and each Related Party of any of the foregoing Persons their directors, officers and employees (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and against all losses, claims, damages, liabilitiespenalties, penalties judgments, liabilities and related expenses (including the fees, charges and disbursements all expenses of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee litigation or asserted against any Indemnitee by any third party preparation therefor whether or by the Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with not such demand do not strictly comply with the terms of such Letter of Credit), (iii) the use by any Person of any information or materials obtained by or through SyndTrak or other internet web sites, (iv) any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (v) 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 any other Loan Party, and regardless of whether any Indemnitee is a party thereto, provided that and all reasonable attorneys’ and paralegals’ fees, reasonable time charges and reasonable expenses of attorneys and paralegals of such indemnity shall not, as to any Indemnitee, which attorneys and paralegals may or may not be available employees of such Indemnitee, but limited to the reasonable and documented out-of-pocket fees, disbursements and other charges of one counsel to all indemnified parties (taken as a whole) and, if reasonably necessary, a single local counsel for all indemnified parties (taken as a whole) in each relevant jurisdiction and with respect to each relevant specialty, and in the case of an actual or perceived conflict of interest, one additional counsel in each relevant jurisdiction to the affected indemnified parties similarly situated and taken as whole) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Credit Extension hereunder except to the extent that such losses, claims, damages, penalties, judgments, liabilities or related expenses (x1) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or negligence, willful misconduct or material breach of this Agreement by such Indemnitee or (y2) result from a claim brought not involving an act or omission by the Borrower or any of its Affiliates or its Affiliates’ officers, directors, employees or equityholders (other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. than subject to clause (c) The Borrower shall pay, and hold the Administrative Agent, the Issuing Bank, the Swingline Lender 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 fails to pay any amount required to be paid to the Administrative Agent, the Issuing Bank or the Swingline Lender under clauses (a), (b) or (c1) of this Section 10.3proviso) that is brought by an Indemnitee against any other Indemnitee (other than any action, each Lender severally agrees to pay to suit or claim against the Administrative Agent, Agent and/or the Issuing Bank or the Swingline Lender, Arrangers in their capacities as the case may be, such Lender’s Pro Rata Share (determined as such). The obligations of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Issuing Bank or the Swingline Lender in its capacity as such. (e) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the transactions contemplated herein or therein, any Loan or any Letter of Credit or the use of proceeds thereof. No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. (f) All amounts due under this Section 10.3 9.6 shall be payable promptly after written demand thereforsurvive the termination of this Agreement. In no event shall this clause (ii) operate to expand the obligations of the Borrower under the first sentence of clause (i) above to require the Borrower to reimburse or indemnify the Lenders, the Syndication Agent or the Co‑Documentation Agents for any amounts of the type described therein.

Expenses; Indemnification. (a) The Borrower shall reimburse the Agents Administrative Agent and the Arrangers Arranger for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ and paralegals’ fees and time charges of attorneys for each the Administrative Agent, which attorneys may be employees of such Agent and expenses of and fees for other advisors and professionals engaged by such Agent or the ArrangersAdministrative Agent) paid or incurred by any the Administrative Agent or the Arrangers Arranger in connection with the investigation, preparation, negotiation, documentation, execution, delivery, syndication, distribution (including, without limitation, including via the internet), review, amendment, modification modification, and administration of the Loan Documents. The Borrower also agrees to reimburse the AgentsAdministrative Agent, the ArrangersArranger, the Issuing Bank each Lender and the Lenders each Issuer for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ and paralegals’ fees and time charges and expenses of attorneys and paralegals for the AgentsAdministrative Agent, the ArrangersArranger, the Issuing Bank such Lender and the Lenderssuch Issuer, which attorneys and paralegals may be employees of the AgentsAdministrative Agent, the ArrangersArranger, the Issuing Bank such Lender or the Lenderssuch Issuer) paid or incurred by the AgentsAdministrative Agent, the ArrangersArranger, the Issuing Bank any Lender or any Lender Issuer in connection with (i) the collection and enforcement of the Loan Documents and (ii) any workout, restructuring or negotiations in respect of any of the ObligationsDocuments. Expenses being reimbursed by the Borrower under this Section include, without limitation, include costs and expenses incurred in connection with the cost and expense of obtaining the field examination contemplated by Section 5.7 and the preparation of Reports described in the following sentence based on the fees charged by a third party retained by either Agent or the internally allocated fees for each Person employed by such Agent with respect to each field examinationsentence. The Borrower acknowledges that from time to time either Agent JPMCB may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the Borrower’s assets for internal use by the Agents JPMCB from information furnished to them it by or on behalf of the Borrower, after either such Agent JPMCB has exercised its rights of inspection pursuant to this Agreement. (b) The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender, the Swingline Lender and the Issuing Bank, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, penalties and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) the use by any Person of any information or materials obtained by or through SyndTrak or other internet web sites, (iv) any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (v) 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 any other Loan Party, and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. (c) The Borrower shall pay, and hold the Administrative Agent, the Issuing Bank, the Swingline Lender 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 fails to pay any amount required to be paid to the Administrative Agent, the Issuing Bank or the Swingline Lender under clauses (a), (b) or (c) of this Section 10.3, each Lender severally agrees to pay to the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s Pro Rata Share (determined as of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Issuing Bank or the Swingline Lender in its capacity as such. (e) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the transactions contemplated herein or therein, any Loan or any Letter of Credit or the use of proceeds thereof. No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. (f) All amounts due under this Section 10.3 shall be payable promptly after written demand therefor.

Expenses; Indemnification. (a) The Borrower Borrowers shall jointly and severally reimburse the Agents Administrative Agent and the Arrangers JPMorgan for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ and paralegals’ fees and time charges of attorneys for each the Administrative Agent, which attorneys may be employees of such Agent and expenses of and fees for other advisors and professionals engaged by such Agent or the ArrangersAdministrative Agent) paid or incurred by any the Administrative Agent or the Arrangers JPMorgan in connection with the investigation, preparation, negotiation, documentation, execution, delivery, syndication, distribution (including, without limitation, including via the internet), review, amendment, modification modification, and administration of the Loan Documents. The Borrower Borrowers also agrees jointly and severally agree to reimburse the AgentsAdministrative Agent, the Arrangers, the Issuing Bank Lenders and the Lenders Issuers for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ and paralegals’ fees and time charges and expenses of attorneys and paralegals for the AgentsAdministrative Agent, the Arrangers, the Issuing Bank Lenders and the LendersIssuers, which attorneys and paralegals may be employees of the AgentsAdministrative Agent, the Arrangers, the Issuing Bank Lenders or the LendersIssuers) paid or incurred by the AgentsAdministrative Agent, the Arrangerseither Arranger, the Issuing Bank any Lender or any Lender Issuer in connection with (i) the collection and enforcement of the Loan Documents and (ii) any workout, restructuring or negotiations in respect of any of the ObligationsDocuments. Expenses being reimbursed by the Borrower Borrowers under this Section include, without limitation, include costs and expenses incurred in connection with the cost and expense of obtaining the field examination contemplated by Section 5.7 and the preparation of Reports described in the following sentence based on the fees charged by a third party retained by either Agent or the internally allocated fees for each Person employed by such Agent with respect to each field examinationsentence. The Borrower acknowledges Borrowers acknowledge that from time to time either Agent JPMCB may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the Borrower’s Borrowers’ assets for internal use by the Agents JPMCB from information furnished to them it by or on behalf of the BorrowerBorrowers, after either such Agent JPMCB has exercised its rights of inspection pursuant to this Agreement. (b) The Borrower shall Borrowers hereby further jointly and severally agree to indemnify the Administrative Agent (and any sub-agent thereof)Agent, each LenderArranger, the Swingline each Lender and the Issuing Bankeach Issuer and their respective affiliates, and each of their Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and Parties against all losses, claims, damages, liabilitiespenalties, penalties judgments, liabilities and related expenses (including all expenses of litigation or preparation therefor whether or not the feesAdministrative Agent, charges and disbursements of either Arranger, any counsel for Lender, any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower Issuer or any other Loan Party affiliate is a party thereto) 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 Loan the direct or Letter of Credit or the use indirect application or proposed use application of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) the use by any Person of any information or materials obtained by or through SyndTrak or other internet web sites, (iv) any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (v) 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 any other Loan Party, and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available Credit Extension hereunder except to the extent that such losses, claims, damages, liabilities or related expenses (x) they are determined in a final non-appealable judgment by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s party seeking indemnification. The obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. (c) The Borrower shall pay, and hold the Administrative Agent, the Issuing Bank, the Swingline Lender 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 fails to pay any amount required to be paid to the Administrative Agent, the Issuing Bank or the Swingline Lender under clauses (a), (b) or (c) of this Section 10.3, each Lender severally agrees to pay to the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s Pro Rata Share (determined as of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Issuing Bank or the Swingline Lender in its capacity as such. (e) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the transactions contemplated herein or therein, any Loan or any Letter of Credit or the use of proceeds thereof. No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. (f) All amounts due Borrowers under this Section 10.3 9.6 shall be payable promptly after written demand thereforsurvive the termination of this Agreement.

Expenses; Indemnification. (a) The Borrower shall reimburse the Agents Administrative Agent and the Arrangers for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable outside attorneys’ and paralegals’ fees and time charges and, with the consent of attorneys for each Agentthe Borrower (provided that no such consent shall be required if a Default shall be continuing), which attorneys may be employees of such Agent and expenses of and fees for other advisors and professionals engaged by such the Administrative Agent or the Arrangers) paid or incurred by any the Administrative Agent or the Arrangers in connection with the investigation, preparation, negotiation, documentation, execution, delivery, syndication, distribution (including, without limitation, via the internetInternet), review, amendment, modification and administration of the Loan Documents. The Borrower also agrees to reimburse the AgentsAdministrative Agent, the Arrangers, the Issuing Bank LC Issuers and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable outside attorneys’ and paralegals’ fees and time charges and expenses of outside attorneys and paralegals for the AgentsAdministrative Agent, the Arrangers, the Issuing Bank LC Issuers and the Lenders, which attorneys and paralegals may be employees of the Agents, the Arrangers, the Issuing Bank or the Lenders) paid or incurred by the AgentsAdministrative Agent, the Arrangers, the Issuing Bank any LC Issuer or any Lender in connection with (i) the collection and enforcement of the Loan Documents and (ii) any workout, restructuring or negotiations in respect of any of the ObligationsDocuments. Expenses being reimbursed by the Borrower under this Section include, without limitation, costs and expenses incurred in connection with the cost and expense of obtaining the field examination contemplated by Section 5.7 and the preparation of Reports described in the following sentence based on the fees charged by a third party retained by either Agent or the internally allocated fees for each Person employed by such Agent with respect to each field examinationsentence. The Borrower acknowledges that from time to time either Agent BTMU may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the Borrower’s assets for internal use by the Agents BTMU from information furnished to them it by or on behalf of the Borrower, after either such Agent BTMU has exercised its rights of inspection pursuant to this Agreement. (b) The Borrower shall hereby further agrees to indemnify the Administrative Agent (and any sub-agent thereof)Agent, the Arrangers, each LenderLC Issuer, the Swingline each Lender and the Issuing Bank, their respective affiliates and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) againsttheir partners, directors, officers and hold each Indemnitee harmless fromemployees, any trustees, investment advisors, attorneys, advisors and agents against all losses, claims, damages, liabilitiespenalties, penalties judgments, liabilities and related expenses (including including, without limitation, all expenses of litigation or preparation therefor whether or not the feesAdministrative Agent, charges and disbursements of the Arrangers, any counsel for LC Issuer, any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower Lender or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) the use by any Person of any information or materials obtained by or through SyndTrak or other internet web sites, (iv) any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (v) 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 any other Loan Party, and regardless of whether any Indemnitee affiliate is a party thereto, provided that such indemnity shall notsettlement costs and all outside attorneys’ and paralegals’ fees and expenses of outside attorneys and paralegals of the party seeking indemnification) (collectively, as “Losses”) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents and the other transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any IndemniteeCredit Extension hereunder (including, be available in each case, any Losses pursuant to Environmental Laws) except to the extent that such losses, claims, damages, liabilities or related expenses (x) they are determined in a final non-appealable judgment by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the party seeking indemnification. The obligations of the Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. (c) The Borrower shall pay, and hold the Administrative Agent, the Issuing Bank, the Swingline Lender 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 fails to pay any amount required to be paid to the Administrative Agent, the Issuing Bank or the Swingline Lender under clauses (a), (b) or (c) of this Section 10.3, each Lender severally agrees to pay to the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s Pro Rata Share (determined as of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Issuing Bank or the Swingline Lender in its capacity as such. (e) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the transactions contemplated herein or therein, any Loan or any Letter of Credit or the use of proceeds thereof. No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. (f) All amounts due under this Section 10.3 9.6 shall be payable promptly after written demand thereforsurvive the termination of this Agreement.

Expenses; Indemnification. (a) The Borrower shall reimburse the Agents Administrative Agent and the Arrangers each Joint Lead Arranger for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ and paralegals’ fees and time charges of attorneys for each the Administrative Agent, which attorneys may be employees of such Agent and expenses of and fees for other advisors and professionals engaged by such Agent or the ArrangersAdministrative Agent) paid or incurred by any the Administrative Agent or the Arrangers such Joint Lead Arranger in connection with the investigation, preparation, negotiation, documentation, execution, delivery, syndication, distribution (including, without limitation, including via the internet), review, amendment, modification modification, and administration of the Loan Documents. The Borrower also agrees to reimburse the AgentsAdministrative Agent, each Joint Lead Arranger, each LC Issuer, the Arrangers, the Issuing Bank Swingline Lender and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ and paralegals’ fees and time charges and expenses of attorneys and paralegals for the AgentsAdministrative Agent, each Joint Lead Arranger, each LC Issuer, the Arrangers, the Issuing Bank Swingline Lender and the Lenders, which attorneys and paralegals may be employees of the AgentsAdministrative Agent, a Joint Lead Arranger, an LC Issuer, the Arrangers, the Issuing Bank Swingline Lender or the Lendersa Lender) paid or incurred by the AgentsAdministrative Agent, either Joint Lead Arranger, any LC Issuer, the Arrangers, the Issuing Bank Swingline Lender or any Lender in connection with (i) the collection and enforcement of the Loan Documents and (ii) any workout, restructuring or negotiations in respect of any of the ObligationsDocuments. Expenses being reimbursed by the Borrower under this Section include, without limitation, include reasonable costs and expenses incurred in connection with the cost and expense of obtaining the field examination contemplated by Section 5.7 and the preparation of Reports described in the following sentence based on the fees charged by a third party retained by either Agent or the internally allocated fees for each Person employed by such Agent with respect to each field examinationsentence. The Borrower acknowledges that from time to time either Agent Wachovia may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the Borrower’s assets for internal use by the Agents Wachovia from information furnished to them it by or on behalf of the Borrower, after either such Agent Wachovia has exercised its rights of inspection pursuant to this Agreement. (b) The Borrower shall hereby further agrees to indemnify the Administrative Agent (and any sub-agent thereof)Agent, each Joint Lead Arranger, each LC Issuer, the Swingline Lender, each Lender, the Swingline Lender and the Issuing Banktheir respective Affiliates, and each Related Party of any of the foregoing Persons their partners, directors, officers, employees, agents and advisors (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and against all losses, claims, damages, liabilitiespenalties, penalties judgments, liabilities and related expenses (including the fees, charges and disbursements all expenses of litigation or preparation therefor whether or not such Indemnitee is a party thereto) which any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who of them may be employees of any Indemnitee, incurred by any Indemnitee pay or asserted against any Indemnitee by any third party or by the Borrower or any other Loan Party 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 Loan the direct or Letter of Credit or the use indirect application or proposed use application of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) the use by any Person of any information or materials obtained by or through SyndTrak or other internet web sites, (iv) any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (v) 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 any other Loan Party, and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available Credit Extension hereunder except to the extent that such losses, claims, damages, liabilities or related expenses (x) they are determined in a final non-appealable judgment by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdictionparty seeking indemnification. (c) The Borrower shall pay, and hold the Administrative Agent, the Issuing Bank, the Swingline Lender and each obligations 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 fails to pay any amount required to be paid to the Administrative Agent, the Issuing Bank or the Swingline Lender under clauses (a), (b) or (c) of this Section 10.3, each Lender severally agrees to pay to the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s Pro Rata Share (determined as of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Issuing Bank or the Swingline Lender in its capacity as such. (e) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the transactions contemplated herein or therein, any Loan or any Letter of Credit or the use of proceeds thereof. No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. (f) All amounts due under this Section 10.3 9.6 shall be payable promptly after written demand thereforsurvive the termination of this Agreement.

Expenses; Indemnification. (ai) The Borrower shall pay or reimburse the Agents Administrative Agent and the Arrangers Arranger for any reasonable costs, internal charges and out-of-out of pocket expenses (including reasonable attorneys’ and paralegals’ fees and time charges of attorneys for each the Administrative Agent, which attorneys may be employees of such Agent and expenses of and fees for other advisors and professionals engaged by such Agent or the ArrangersAdministrative Agent) paid or incurred by any the Administrative Agent or the Arrangers Arranger, and their respective Affiliates, in connection with the investigation, preparation, negotiation, documentation, execution, delivery, syndication, distribution (including, without limitation, via the internet), review, amendment, modification modification, and administration of the Loan Documents. The Borrower also agrees to reimburse the AgentsAdministrative Agent, the Arrangers, the Issuing Bank Arranger and the Lenders for any reasonable costs, internal charges and out-of-out of pocket expenses (including reasonable attorneys’ and paralegals’ fees and time charges and expenses of attorneys and paralegals for the AgentsAdministrative Agent, the Arrangers, the Issuing Bank Arranger and the Lenders, which attorneys and paralegals may be employees of the AgentsAdministrative Agent, the Arrangers, the Issuing Bank Arranger or the Lenders) paid or incurred by the AgentsAdministrative Agent, the Arrangers, the Issuing Bank Arranger or any Lender in connection with (i) the collection and enforcement of the Loan Documents and (ii) any workout, restructuring or negotiations in respect of any of the ObligationsDocuments. Expenses being reimbursed by the Borrower under this Section include, without limitation, costs and expenses incurred in connection with the cost and expense of obtaining the field examination contemplated by Section 5.7 and the preparation of Reports described in the following sentence based on the fees charged by a third party retained by either Agent or the internally allocated fees for each Person employed by such Agent with respect to each field examinationsentence. The Borrower acknowledges that from time to time either the Administrative Agent may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the Borrower’s assets for internal use by the Agents Administrative Agent from information furnished to them it by or on behalf of the Borrower, after either such the Administrative Agent has exercised its rights of inspection pursuant to this Agreement. (bii) The Borrower shall hereby further agrees to indemnify the Administrative Agent (and any sub-agent thereof), each Lender, the Swingline Lender and the Issuing Bank, and each Related Party of any of the foregoing Persons (each such Indemnified Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and against all losses, claims, damages, liabilitiespenalties, penalties judgments, liabilities and related expenses (including the feesincluding, charges and disbursements without limitation, all expenses of litigation or preparation therefor whether or not such Indemnified Person is a party thereto) which any counsel for of them may pay or incur arising out of (A) any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred Loan Document Related Claim (whether asserted by any Indemnitee such Indemnified Person or asserted against any Indemnitee by any third party or by the Borrower or any other Loan Party Person), including the prosecution or defense thereof and any litigation or proceeding with respect thereto (whether or not, in the case of any such litigation or proceeding, such Indemnified Person is a party thereto), or (B) any investigation, governmental or otherwise, arising out of, in connection withrelated to, 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 Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) the use by any Person of any information or materials obtained by or through SyndTrak or other internet web sites, (iv) any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to connected with, the Borrower Loan Documents or any of its Subsidiariesthe relationships established thereunder, or (v) 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 any other Loan Party, and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available except to the extent that such losses, claims, damages, liabilities or related expenses (x) they are determined in a final non-appealable judgment by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought the party seeking indemnification. The obligations of the Borrower under this Section 9.6, and under Article III, shall survive the termination of this Agreement. All amounts payable by the Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. (c) The Borrower shall pay, and hold the Administrative Agent, the Issuing Bank, the Swingline Lender 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 fails to pay any amount required to be paid to the Administrative Agent, the Issuing Bank or the Swingline Lender under clauses (a), (b) or (c) of this Section 10.3, each Lender severally agrees to pay to the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s Pro Rata Share (determined as of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Issuing Bank or the Swingline Lender in its capacity as such. (e) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the transactions contemplated herein or therein, any Loan or any Letter of Credit or the use of proceeds thereof. No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. (f) All amounts due under this Section 10.3 shall 9.6 and under the other provisions of the Loan Documents shall, except as otherwise expressly provided, be payable promptly after written demand thereforimmediately due upon request for the payment thereof.

Expenses; Indemnification. (a) The Borrower shall reimburse the Agents Administrative Agent and the Arrangers upon demand for any all reasonable costs, internal charges and documented out-of-pocket expenses (including reasonable attorneys’ and paralegals’ fees and time charges of attorneys for each Agent, which attorneys may be employees of such Agent and expenses of and fees for other advisors and professionals engaged by such Agent or the Arrangers) paid or incurred by any the Administrative Agent or any Arranger, 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 to the Arrangers Administrative Agent and any Arranger incurred from time to time, in connection with the investigationdue diligence, preparation, administration, negotiation, documentation, execution, delivery, syndication, distribution (including, without limitation, via DebtX and any other internet service selected by the internetAdministrative Agent), review, amendment, modification modification, and administration of the Loan Documents. The Borrower also agrees to reimburse the AgentsAdministrative Agent, the Arrangers, the Issuing Bank LC Issuer and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses, including, without limitation, filing and recording costs and fees, costs of any environmental review, and consultants’ fees, travel expenses (including and reasonable attorneys’ and paralegals’ fees and time fees, charges and expenses disbursements of attorneys and paralegals for outside counsel to the AgentsAdministrative Agent, the Arrangers, the Issuing Bank LC Issuer and the Lenders, which attorneys and paralegals may be employees of Lenders incurred by the AgentsAdministrative Agent, the Arrangers, the Issuing Bank or the Lenders) paid or incurred by the Agents, the Arrangers, the Issuing Bank LC Issuer or any Lender in connection with (i) the collection and enforcement of the Loan Documents and (ii) any workout, restructuring or negotiations in respect of any of the ObligationsDocuments. Expenses being reimbursed by the Borrower under this Section include, without limitation, costs and expenses incurred in connection with the cost and expense of obtaining the field examination contemplated by Section 5.7 and the preparation of Reports described in the following sentence based on the fees charged by a third party retained by either Agent or the internally allocated fees for each Person employed by such Agent with respect to each field examinationsentence. The Borrower acknowledges that from time to time either Agent U.S. Bank may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the Borrower’s assets for internal use by the Agents U.S. Bank from information furnished to them it by or on behalf of the Borrower, after either such Agent 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 (and any sub-agent thereof)Agent, each Arranger, the LC Issuer, each Lender, the Swingline Lender and the Issuing Banktheir respective Affiliates, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) againsttheir directors, officers and hold each Indemnitee harmless fromemployees, any agents, attorneys and advisors against all losses, claims, damages, liabilitiespenalties, penalties judgments, liabilities and related expenses (including, without limitation, all expenses of litigation or preparation therefor (including the reasonable fees, charges and disbursements of outside counsel) whether or not the Administrative Agent, the Arrangers, the LC Issuer, any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower Lender or any other Loan Party Affiliate is a party thereto) 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 therebyhereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) the use by any Person of any information or materials obtained by or through SyndTrak or other internet web sites, (iv) any actual or alleged presence or Release release of Hazardous Materials on or from any property Property owned or operated by the Borrower or any of its Subsidiariesthe Loan Parties, or any Environmental Liability environmental liability related in any way to the Borrower or any of its Subsidiariesthe Loan Parties, or (v) 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 any other of the Loan PartyParties, and regardless or the direct or indirect application or proposed application of whether the proceeds of any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available Credit Extension hereunder except to the extent that such losses, claims, damages, liabilities or related expenses (x) they are determined in a final non-appealable judgment by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (i) the gross negligence or willful misconduct of such Indemnitee the party seeking indemnification or (yii) result from a claim brought material breach by such party of its express contractual obligations under the Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. (c) The Borrower shall pay, and hold the Administrative Agent, the Issuing Bank, the Swingline Lender 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 thereinincluding, or any payments due thereunderwithout limitation, reasonable attorneys’ fees 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 settlement costs. The obligations of the Borrower fails to pay any amount required to be paid to the Administrative Agent, the Issuing Bank or the Swingline Lender under clauses (a), (b) or (c) of this Section 10.3, each Lender severally agrees to pay to the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s Pro Rata Share (determined as of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Issuing Bank or the Swingline Lender in its capacity as such. (e) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the transactions contemplated herein or therein, any Loan or any Letter of Credit or the use of proceeds thereof. No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. (f) All amounts due under this Section 10.3 9.6 shall be payable promptly after written demand thereforsurvive the termination of this Agreement.

Expenses; Indemnification. (ai) The Borrower shall reimburse the Agents Administrative Agent and the Arrangers for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ and paralegals’ fees and time charges of attorneys for each Agentthe Administrative Agent and the Arrangers, which attorneys may be employees of such Agent and expenses of and fees for other advisors and professionals engaged by such the Administrative Agent or the Arrangers) paid or incurred by any the Administrative Agent or the Arrangers in connection with the investigation, preparation, negotiation, documentation, execution, delivery, syndication, distribution (including, without limitation, via the internet), review, amendment, modification modification, and administration of the Loan Documents. The Borrower also agrees to reimburse the AgentsAdministrative Agent, the Arrangers, the Issuing Bank LC Issuers and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ and paralegals’ fees and time charges and expenses of attorneys and paralegals for the AgentsAdministrative Agent, the Arrangers, the Issuing Bank LC Issuers and the Lenders, which attorneys and paralegals may be employees of the AgentsAdministrative Agent, the Arrangers, the Issuing Bank LC Issuers or the Lenders) paid or incurred by the AgentsAdministrative Agent, the Arrangers, the Issuing Bank LC Issuers or any Lender in connection with (i) the collection and enforcement of the Loan Documents and (ii) any workout, restructuring or negotiations in respect of any of the ObligationsDocuments. Expenses being reimbursed by the Borrower under this Section include, without limitation, costs and expenses incurred in connection with the cost and expense of obtaining the field examination contemplated by Section 5.7 and the preparation of Reports described in the following sentence based on the fees charged by a third party retained by either Agent or the internally allocated fees for each Person employed by such Agent with respect to each field examinationsentence. The Borrower acknowledges that from time to time either the Administrative Agent may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the Borrower’s assets for internal use by the Agents Administrative Agent from information furnished to them it by or on behalf of the Borrower, after either such the Administrative Agent has exercised its rights of inspection pursuant to this Agreement. (bii) The Borrower shall hereby further agrees to indemnify the Administrative Agent (Agent, the Arrangers, the LC Issuers and any sub-agent thereof), each Lender, the Swingline Lender and the Issuing Banktheir respective affiliates, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) againsttheir directors, officers and hold each Indemnitee harmless from, any and employees against all losses, claims, damages, liabilitiespenalties, penalties judgments, liabilities and related expenses (including including, without limitation, all expenses of litigation or preparation therefor whether or not the feesAdministrative Agent, charges and disbursements of any counsel for Arranger, any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower LC Issuer or any other Loan Party Lender is a party thereto) 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 Loan the direct or Letter of Credit or the use indirect application or proposed use application of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) the use by any Person of any information or materials obtained by or through SyndTrak or other internet web sites, (iv) any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (v) 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 any other Loan Party, and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available Credit Extension hereunder except to the extent that such losses, claims, damages, liabilities or related expenses (x) they are determined in a final non-appealable judgment by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the party seeking indemnification. The obligations of the Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. (c) The Borrower shall pay, and hold the Administrative Agent, the Issuing Bank, the Swingline Lender 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 fails to pay any amount required to be paid to the Administrative Agent, the Issuing Bank or the Swingline Lender under clauses (a), (b) or (c) of this Section 10.3, each Lender severally agrees to pay to the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s Pro Rata Share (determined as of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Issuing Bank or the Swingline Lender in its capacity as such. (e) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the transactions contemplated herein or therein, any Loan or any Letter of Credit or the use of proceeds thereof. No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. (f) All amounts due under this Section 10.3 9.6 shall be payable promptly after written demand thereforsurvive the payment of the Obligations and the termination of this Agreement.

Expenses; Indemnification. (a) The Borrower shall reimburse the Agents Administrative Agent and the Arrangers for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable outside attorneys’ and paralegals’ fees and time charges and, with the consent of attorneys for each Agentthe Borrower (provided that no such consent shall be required if a Default shall be continuing), which attorneys may be employees of such Agent and expenses of and fees for other advisors and professionals engaged by such the Administrative Agent or the Arrangers) paid or incurred by any the Administrative Agent or the Arrangers in connection with the investigation, preparation, negotiation, documentation, execution, delivery, syndication, distribution (including, without limitation, via the internetInternet), review, amendment, modification and administration of the Loan Documents. The Borrower also agrees to reimburse the AgentsAdministrative Agent, the Arrangers, the Issuing Bank LC Issuers and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable outside attorneys’ and paralegals’ fees and time charges and expenses of outside attorneys and paralegals for the AgentsAdministrative Agent, the Arrangers, the Issuing Bank LC Issuers and the Lenders, which attorneys and paralegals may be employees of the Agents, the Arrangers, the Issuing Bank or the Lenders) paid or incurred by the AgentsAdministrative Agent, the Arrangers, the Issuing Bank any LC Issuer or any Lender in connection with (i) the collection and enforcement of the Loan Documents and (ii) any workout, restructuring or negotiations in respect of any of the ObligationsDocuments. Expenses being reimbursed by the Borrower under this Section include, without limitation, costs and expenses incurred in connection with the cost and expense of obtaining the field examination contemplated by Section 5.7 and the preparation of Reports described in the following sentence based on the fees charged by a third party retained by either Agent or the internally allocated fees for each Person employed by such Agent with respect to each field examinationsentence. The Borrower acknowledges that from time to time either Agent MUFG may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the Borrower’s assets for internal use by the Agents MUFG from information furnished to them it by or on behalf of the Borrower, after either such Agent MUFG has exercised its rights of inspection pursuant to this Agreement. (b) The Borrower shall hereby further agrees to indemnify the Administrative Agent (and any sub-agent thereof)Agent, the Arrangers, each LenderLC Issuer, the Swingline each Lender and the Issuing Bank, their respective affiliates and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) againsttheir partners, directors, officers and hold each Indemnitee harmless fromemployees, any trustees, investment advisors, attorneys, advisors and agents against all losses, claims, damages, liabilitiespenalties, penalties judgments, liabilities and related expenses (including including, without limitation, all expenses of litigation or preparation therefor whether or not the feesAdministrative Agent, charges and disbursements of the Arrangers, any counsel for LC Issuer, any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower Lender or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) the use by any Person of any information or materials obtained by or through SyndTrak or other internet web sites, (iv) any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (v) 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 any other Loan Party, and regardless of whether any Indemnitee affiliate is a party thereto, provided that such indemnity shall notsettlement costs and all outside attorneys’ and paralegals’ fees and expenses of outside attorneys and paralegals of the party seeking indemnification) (collectively, as “Losses”) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents and the other transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any IndemniteeCredit Extension hereunder (including, be available in each case, any Losses pursuant to Environmental Laws) except to the extent that such losses, claims, damages, liabilities or related expenses (x) they are determined in a final non-appealable judgment by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the party seeking indemnification. The obligations of the Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. (c) The Borrower shall pay, and hold the Administrative Agent, the Issuing Bank, the Swingline Lender 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 fails to pay any amount required to be paid to the Administrative Agent, the Issuing Bank or the Swingline Lender under clauses (a), (b) or (c) of this Section 10.3, each Lender severally agrees to pay to the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s Pro Rata Share (determined as of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Issuing Bank or the Swingline Lender in its capacity as such. (e) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the transactions contemplated herein or therein, any Loan or any Letter of Credit or the use of proceeds thereof. No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. (f) All amounts due under this Section 10.3 9.6 shall be payable promptly after written demand thereforsurvive the termination of this Agreement.

Expenses; Indemnification. (ai) The Borrower shall reimburse the Agents Agent and the Arrangers Arranger for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ and paralegals’ ' fees and time charges of attorneys for each the Agent, which attorneys may be employees of such Agent and expenses of and fees for other advisors and professionals engaged by such Agent or the ArrangersAgent) paid or incurred by any the Agent or the Arrangers Arranger in connection with the investigation, preparation, negotiation, documentation, execution, delivery, syndication, distribution (including, without limitation, via the internet), review, amendment, modification modification, and administration of the Loan Documents. The Borrower also agrees to reimburse the AgentsAgent, the ArrangersArranger, the Issuing Bank Issuer and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ and paralegals’ ' fees and time charges and expenses of attorneys and paralegals for the AgentsAgent, the ArrangersArranger, the Issuing Bank Issuer and the Lenders, which attorneys and paralegals may be employees of the AgentsAgent, the ArrangersArranger, the Issuing Bank Issuer or the Lenders) paid or incurred by the AgentsAgent, the ArrangersArranger, the Issuing Bank Issuer or any Lender in connection with (i) the collection and enforcement of the Loan Documents and (ii) any workout, restructuring or negotiations in respect of any of the ObligationsDocuments. Expenses being reimbursed by the Borrower under this Section include, without limitation, the cost and expense of obtaining an annual on site inspection and audit of Borrower's Inventory (or any other collateral the field examination contemplated by Section 5.7 subject of the Collateral Documents) and costs and expenses incurred in connection with the preparation of Reports described in the following sentence based on the fees charged by a third party retained by either Agent or the internally allocated fees for each Person employed by such Agent with respect to each field examinationsentence. The Borrower acknowledges that from time to time either the Agent may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the “"Reports”") pertaining to the Borrower’s 's assets for internal use by the Agents Agent from information furnished to them it by or on behalf of the Borrower, after either such the Agent has exercised its rights of inspection pursuant to this Agreement. (bii) The Borrower shall hereby further agrees to indemnify the Administrative Agent (Agent, the Arranger, the Issuer and any sub-agent thereof), each Lender, the Swingline Lender its directors, officers and the Issuing Bank, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and employees against all losses, claims, damages, liabilitiespenalties, penalties judgments, liabilities and related expenses (including including, without limitation, all expenses of litigation or preparation therefor whether or not the feesAgent, charges and disbursements of any counsel for any Indemnitee)the Arranger, and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower Issuer or any other Loan Party Lender is a party thereto) 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 Loan the direct or Letter of Credit or the use indirect application or proposed use application of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) the use by any Person of any information or materials obtained by or through SyndTrak or other internet web sitesCredit Extension hereunder, (iv) any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its SubsidiariesINCLUDING ANY OF SUCH ARISING FROM ANY OF SAID INDEMNIFIED PARTIES' OWN NEGLIGENCE OR UNDER ANY DOCTRINE OF STRICT LIABILITY, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (v) 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 any other Loan Party, and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available except to the extent that such losses, claims, damages, liabilities or related expenses (x) they are determined in a final non-appealable judgment by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the party seeking indemnification. The obligations of the Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. (c) The Borrower shall pay, and hold the Administrative Agent, the Issuing Bank, the Swingline Lender 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 fails to pay any amount required to be paid to the Administrative Agent, the Issuing Bank or the Swingline Lender under clauses (a), (b) or (c) of this Section 10.3, each Lender severally agrees to pay to the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s Pro Rata Share (determined as of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Issuing Bank or the Swingline Lender in its capacity as such. (e) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the transactions contemplated herein or therein, any Loan or any Letter of Credit or the use of proceeds thereof. No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. (f) All amounts due under this Section 10.3 9.6 shall be payable promptly after written demand thereforsurvive the termination of this Agreement.

Expenses; Indemnification. (a) The Borrower shall reimburse the Agents Administrative Agent and the Arrangers each Joint Lead Arranger for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ and paralegals’ fees and time charges of attorneys for each Agentthe Administrative Agent and ▇▇▇▇▇ Fargo Securities, which attorneys may be employees of such the Administrative Agent and expenses of and and/or ▇▇▇▇▇ Fargo Securities, but excluding attorneys’ fees for other advisors and professionals engaged than those incurred by such the Administrative Agent or the Arrangersand/or ▇▇▇▇▇ Fargo Securities) paid or incurred by any the Administrative Agent or the Arrangers such Joint Lead Arranger in connection with the investigation, preparation, negotiation, documentation, execution, delivery, syndication, distribution (including, without limitation, including via the internet), review, amendment, modification modification, and administration of the Loan Documents. The Borrower also agrees to reimburse each LC Issuer for all reasonable out-of-pocket expenses incurred by such LC Issuer in connection with the Agentsissuance or Modification of any Facility LC or any demand for payment thereunder. The Borrower also agrees to reimburse the Administrative Agent, each Joint Lead Arranger, each LC Issuer, the Arrangers, the Issuing Bank Swingline Lender and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ and paralegals’ fees and time charges and expenses of attorneys and paralegals for the AgentsAdministrative Agent, each Joint Lead Arranger, each LC Issuer, the Arrangers, the Issuing Bank Swingline Lender and the Lenders, which attorneys and paralegals may be employees of the AgentsAdministrative Agent, a Joint Lead Arranger, an LC Issuer, the Arrangers, the Issuing Bank Swingline Lender or the Lendersa Lender) paid or incurred by the AgentsAdministrative Agent, any Joint Lead Arranger, any LC Issuer, the Arrangers, the Issuing Bank Swingline Lender or any Lender in connection with (i) the collection and enforcement of the Loan Documents and (ii) any workout, restructuring or negotiations in respect of any of the Obligations. Expenses being reimbursed by the Borrower under this Section include, without limitation, the cost and expense of obtaining the field examination contemplated by Section 5.7 and the preparation of Reports described in the following sentence based on the fees charged by a third party retained by either Agent or the internally allocated fees for each Person employed by such Agent with respect to each field examinationDocuments. The Borrower acknowledges that from time also agrees to time either pay any civil penalty or fine assessed by OFAC against, and all reasonable costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof by, the Administrative Agent may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the Borrower’s assets for internal use by the Agents from information furnished to them by or on behalf any Lender as a result of conduct of the Borrower, after either such Agent has exercised its rights of inspection pursuant to this AgreementBorrower that violates a sanction enforced by OFAC. (b) The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each LC Issuer, each Lender, the Swingline Lender and the Issuing Bank, and each Related Party of any of the foregoing Persons persons (each such Person person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, penalties liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit Facility LC or the use or proposed use of the proceeds therefrom (including any refusal by the Issuing Bank LC Issuer to honor a demand for payment under a Letter of Credit Facility LC if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of CreditFacility LC), (iii) the use by any Person of any information or materials obtained by or through SyndTrak or other internet web sites, (iv) any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any claim under Environmental Liability Laws related in any way to the Borrower or any of its SubsidiariesBorrower, or (viv) 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 any other Loan PartyBorrower, and regardless of whether any Indemnitee is a party thereto, ; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. (c) The Borrower shall pay, and hold the Administrative Agent, the Issuing Bank, the Swingline Lender 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 to indefeasibly pay any amount required under Section 9.5(a) or Section 9.5(b) to be paid by it to the Administrative AgentAgent (or any sub-agent thereof), the Issuing Bank or any LC Issuer, the Swingline Lender under clauses (a), (b) or (c) any Related Party of this Section 10.3any of the foregoing, each Lender severally agrees to pay to the Administrative AgentAgent (or any such sub-agent), each LC Issuer, the Issuing Bank Swingline Lender or the Swingline Lendersuch Related Party, as the case may be, such Lender’s Pro Rata Share proportion (determined based on the percentages as used in determining the Required Lenders as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, provided that the unreimbursed expense or indemnified paymentloss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative AgentAgent (or any such sub-agent), the Issuing Bank or the Swingline Lender in its capacity as such or such LC Issuer 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), the Swingline Lender in connection with such capacity, or such LC Issuer in connection with such capacity. The obligations of the Lenders under this Section 9.5(c) are subject to the provisions of Section 9.4. (e) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the transactions contemplated herein or therein, any Loan or any Letter of Credit or the use of proceeds thereof. No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. (fd) All amounts due under this Section 10.3 shall be payable promptly after written by the Borrower upon demand therefor. (e) The obligations of the Borrower under this Section 9.5 shall survive the termination of this Agreement.

Expenses; Indemnification. (a) The Borrower shall reimburse the Agents and the Arrangers Administrative Agent for any all reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ and paralegals’ fees and time charges of attorneys for each Agent, which attorneys may be employees of such Agent and expenses of and fees for other advisors and professionals engaged by such Agent or the Arrangers) paid or incurred by the Administrative Agent, including, without limitation, filing and recording costs and fees, costs of any environmental review, and consultants’ fees, travel expenses, CUSIP costs and reasonable fees, charges and disbursements of outside counsel to the Administrative Agent or the Arrangers incurred from time to time, in connection with the investigationdue diligence, preparation, administration, negotiation, documentation, execution, delivery, syndication, distribution (including, without limitation, via DebtX and any other internet service selected by the internetAdministrative Agent), review, amendment, modification modification, and administration of the Loan Documents. The Borrower also agrees to reimburse the AgentsAdministrative Agent, the Arrangers, the Issuing Bank LC Issuers and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses, including, without limitation, filing and recording costs and fees, costs of any environmental review, and consultants’ fees, travel expenses (including and reasonable attorneys’ and paralegals’ fees and time fees, charges and expenses disbursements of attorneys and paralegals for outside counsel to the AgentsAdministrative Agent, the Arrangers, the Issuing Bank LC Issuers and the LendersLenders and/or the allocated costs of in-house counsel incurred from time to time, which attorneys and paralegals may be employees of the Agents, the Arrangers, the Issuing Bank or the Lenders) paid or incurred by the AgentsAdministrative Agent, the Arrangers, the Issuing Bank any LC Issuer or any Lender in connection with (i) the collection and enforcement of the Loan Documents and (ii) Documents. The Borrower also agrees to pay all reasonable out-of-pocket expenses incurred by any workoutLC Issuer in connection with the issuance, restructuring amendment, extension, reinstatement or negotiations in respect renewal of any of the ObligationsFacility LC or any demand for payment thereunder. Expenses being reimbursed by the Borrower under this Section include, without limitation, costs and expenses incurred in connection with the cost and expense of obtaining the field examination contemplated by Section 5.7 and the preparation of Reports described in the following sentence based on the fees charged by a third party retained by either Agent or the internally allocated fees for each Person employed by such Agent with respect to each field examinationsentence. The Borrower acknowledges that from time to time either Administrative Agent may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the Borrower’s assets for internal use by the Agents Administrative Agent from information furnished to them it by or on behalf of the Borrower, after either such Administrative Agent 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 (and any sub-agent thereof)Agent, each Arranger, each LC Issuer, each Lender, the Swingline Lender and the Issuing Banktheir respective affiliates, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) againsttheir directors, officers and hold each Indemnitee harmless fromemployees, any agents and advisors against all losses, claims, damages, liabilitiespenalties, penalties judgments, liabilities and related expenses (including the including, without limitation, reasonable attorneys’ fees, charges and disbursements and settlement costs (including, without limitation, all expenses of litigation or preparation therefor) whether or not the Administrative Agent, any counsel for Arranger, any Indemnitee)LC Issuer, and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower Lender or any other Loan Party affiliate is a party thereto) which any of them may pay or incur arising out of, in connection with, of or as a result of relating to (i) the execution or delivery of this Agreement, any the other 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 therebyhereby, (ii) any Loan or Letter of Credit Facility LC or the use or proposed use of the proceeds therefrom therefrom, (including iii) any refusal by the Issuing Bank any LC Issuer to honor a demand for payment under a Letter of Credit Facility LC if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) the use by any Person of any information or materials obtained by or through SyndTrak or other internet web sitesFacility LC, (iv) any actual or alleged presence or Release release of Hazardous Materials on or from any property Property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability environmental liability related in any way to the Borrower or any of its Subsidiaries, or (v) 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 any other Loan Partyof its Subsidiaries, and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available except to the extent that such losses, claims, damages, liabilities or related expenses (x) they are determined in a final non-appealable judgment by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the party seeking indemnification. The obligations of the Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. (c) The Borrower shall pay, and hold the Administrative Agent, the Issuing Bank, the Swingline Lender 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 fails to pay any amount required to be paid to the Administrative Agent, the Issuing Bank or the Swingline Lender under clauses (a), (b) or (c) of this Section 10.3, each Lender severally agrees to pay to the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s Pro Rata Share (determined as of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Issuing Bank or the Swingline Lender in its capacity as such. (e) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the transactions contemplated herein or therein, any Loan or any Letter of Credit or the use of proceeds thereof. No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. (f) All amounts due under this Section 10.3 9.6 shall be payable promptly after written demand thereforsurvive the termination of this Agreement.

Expenses; Indemnification. (a) The Borrower shall reimburse the Agents Administrative Agent and the Arrangers for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ and paralegals’ fees and time charges of attorneys for each Agentthe Administrative Agent and the Arrangers, which attorneys may be employees of such Agent and expenses of and fees for other advisors and professionals engaged by such the Administrative Agent or the Arrangers) paid or incurred by any the Administrative Agent or the Arrangers in connection with the investigation, preparation, negotiation, documentation, execution, delivery, syndication, distribution (including, without limitation, via the internet), review, amendment, modification modification, and administration of the Loan Documents. The Borrower also agrees to reimburse the AgentsAdministrative Agent, the Arrangers, Arrangers the Issuing Bank LC Issuer and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ and paralegals’ fees and time charges and expenses of attorneys and paralegals for the AgentsAdministrative Agent, the Arrangers, the Issuing Bank LC Issuer and the Lenders, which attorneys and paralegals may be employees of the AgentsAdministrative Agent, the Arrangers, the Issuing Bank LC Issuer or the Lenders) paid or incurred by the AgentsAdministrative Agent, the Arrangers, the Issuing Bank LC Issuer or any Lender in connection with (i) the collection and enforcement of the Loan Documents and (ii) any workout, restructuring or negotiations in respect the preservation of any of the Obligationsits rights thereunder. Expenses being reimbursed by the Borrower under this Section include, without limitation, costs and expenses incurred in connection with the cost and expense of obtaining the field examination contemplated by Section 5.7 and the preparation of Reports described in the following sentence based on the fees charged by a third party retained by either Agent or the internally allocated fees for each Person employed by such Agent with respect to each field examinationsentence. The Borrower acknowledges that from time to time either the Administrative Agent may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the Borrower’s assets for internal use by the Agents Administrative Agent from information furnished to them it by or on behalf of the Borrower, after either such the Administrative Agent has exercised its rights of inspection pursuant to this Agreement. (b) The Borrower shall hereby further agrees to indemnify the Administrative Agent (Agent, the Arrangers, the LC Issuer and any sub-agent thereof), each Lender, the Swingline Lender its directors, officers and the Issuing Bank, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and employees against all losses, claims, damages, liabilitiespenalties, penalties judgments, liabilities and related expenses (including including, without limitation, all expenses of litigation or preparation therefor whether or not the feesAdministrative Agent, charges and disbursements of any counsel for any Indemnitee)the Arrangers, and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower LC Issuer or any other Loan Party Lender is a party thereto) 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 Loan the direct or Letter of Credit or the use indirect application or proposed use application of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) the use by any Person of any information or materials obtained by or through SyndTrak or other internet web sites, (iv) any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (v) 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 any other Loan Party, and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available Credit Extension hereunder except to the extent that such losses, claims, damages, liabilities or related expenses (x) they are determined in a final non-appealable judgment by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the party seeking indemnification. The obligations of Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. (c) The Borrower shall pay, and hold the Administrative Agent, the Issuing Bank, the Swingline Lender 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 fails to pay any amount required to be paid to the Administrative Agent, the Issuing Bank or the Swingline Lender under clauses (a), (b) or (c) of this Section 10.3, each Lender severally agrees to pay to the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s Pro Rata Share (determined as of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Issuing Bank or the Swingline Lender in its capacity as such. (e) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the transactions contemplated herein or therein, any Loan or any Letter of Credit or the use of proceeds thereof. No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. (f) All amounts due under this Section 10.3 9.6 shall be payable promptly after written demand thereforsurvive the payment of the Obligations and the termination of this Agreement.

Expenses; Indemnification. (a) The Borrower Borrowers shall reimburse the Agents Agent and the Arrangers Arranger for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ and paralegals’ fees and time charges of attorneys for each the Agent, which attorneys may be employees of such Agent and expenses of and fees for other advisors and professionals engaged by such Agent or the ArrangersAgent) paid or incurred by any the Agent or the Arrangers Arranger in connection with the investigation, preparation, negotiation, documentation, execution, delivery, syndication, distribution (including, without limitation, via the internet), review, amendment, modification modification, and administration of the Loan Documents. The Borrower Borrowers also agrees agree to reimburse the AgentsAgent, the ArrangersLC Issuer, the Issuing Bank Arranger and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ and paralegals’ fees and time charges and expenses of attorneys and paralegals for the AgentsAgent, the ArrangersLC Issuer, the Issuing Bank Arranger and the Lenders, which attorneys and paralegals may be employees of the AgentsAgent, the ArrangersLC Issuer, the Issuing Bank Arranger or the Lenders) paid or incurred by the AgentsAgent, the ArrangersLC Issuer, the Issuing Bank Arranger or any Lender in connection with (i) the collection and enforcement of the Loan Documents and (ii) any workout, restructuring or negotiations in respect of any of the ObligationsDocuments. Expenses being reimbursed by the Borrower Borrowers under this Section include, without limitation, costs and expenses incurred in connection with the cost and expense of obtaining the field examination contemplated by Section 5.7 and the preparation of Reports described in the following sentence based on the fees charged by a third party retained by either Agent or the internally allocated fees for each Person employed by such Agent with respect to each field examinationsentence. The Borrower acknowledges Borrowers acknowledge that from time to time either Agent JPMorgan may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the Borrower’s or any of its Subsidiary's assets for internal use by the Agents JPMorgan from information furnished to them it by or on behalf of the BorrowerBorrower and its Subsidiaries, after either such Agent JPMorgan has exercised its rights of inspection pursuant to this Agreement. (b) The Each Borrower shall hereby further agrees to indemnify the Administrative Agent (Agent, the LC Issuer, the Arranger and any sub-agent thereof), each Lender, the Swingline Lender and the Issuing Banktheir respective affiliates, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) againsttheir directors, officers and hold each Indemnitee harmless from, any and employees against all losses, claims, damages, liabilitiespenalties, penalties judgments, liabilities and related expenses (including including, without limitation, all reasonable expenses of litigation or preparation therefor whether or not the feesAgent, charges and disbursements of any counsel for any Indemnitee)the LC Issuer, and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower Arranger or any other Loan Party Lender or any affiliate is a party thereto) 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 Loan the direct or Letter of Credit or the use indirect application or proposed use application of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) the use by any Person of any information or materials obtained by or through SyndTrak or other internet web sites, (iv) any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (v) 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 any other Loan Party, and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available Credit Extension hereunder except to the extent that such losses, claims, damages, liabilities or related expenses (x) they are determined in a final non-appealable judgment by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the party seeking indemnification. The obligations of each Borrower or any other Loan Party against an Indemnitee for breach in bad faith under this Section 9.6 shall survive the termination of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdictionthis Agreement. (c) The Borrower shall pay, and hold the Administrative Agent, the Issuing Bank, the Swingline Lender 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 any Borrower fails to pay any amount required to be paid by it to the Administrative Agent, the Issuing Bank LC Issuer, the Arranger or the Swingline Swing Line Lender under clauses paragraph (a), ) or (b) or (c) of this Section 10.3Section, each Lender severally agrees to pay to the Administrative Agent, the Issuing Bank LC Issuer, the Arranger or the Swingline Swing Line Lender, 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) of such unpaid amount; provided, provided that the unreimbursed expense or indemnified paymentloss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Issuing Bank LC Issuer, the Arranger or the Swingline Swing Line Lender in its capacity as such. (e) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the transactions contemplated herein or therein, any Loan or any Letter of Credit or the use of proceeds thereof. No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. (f) All amounts due under this Section 10.3 shall be payable promptly after written demand therefor.

Expenses; Indemnification. (a) The Borrower shall reimburse the Agents Administrative Agent and the Arrangers Arranger upon demand for any all reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ and paralegals’ fees and time charges of attorneys for each Agent, which attorneys may be employees of such Agent and expenses of and fees for other advisors and professionals engaged by such Agent or the Arrangers) paid or incurred by any the Administrative Agent or the Arrangers Arranger, including, without limitation, filing and recording costs and fees, costs of any environmental review (including the costs of internal review of a third party environmental review), charges and disbursements of outside counsel to the Administrative Agent and the Arranger (determined on the basis of such counsel’s generally applicable rates, which may be higher than the rates such counsel charges the Administrative Agent and the Arranger in certain matters) and/or following the occurrence of an Event of Default the allocated costs of in-house counsel incurred from time to time, in connection with the investigation, preparation, negotiation, documentation, execution, 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 AgentsAdministrative Agent, the ArrangersArranger, the Issuing Bank LC Issuer and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (expenses, including reasonable attorneys’ and paralegals’ fees and time charges and expenses disbursements of attorneys and paralegals for outside counsel to the AgentsAdministrative Agent, the ArrangersArranger, the Issuing Bank LC Issuer and the LendersLenders (determined on the basis of such counsel’s generally applicable rates, which attorneys and paralegals may be employees higher than the rates such counsel charges such parties in certain matters) and/or the allocated costs of the Agentsin-house counsel incurred from time to time, the Arrangers, the Issuing Bank or the Lenders) paid or incurred by the AgentsAdministrative Agent, the ArrangersArranger, the Issuing Bank LC Issuer or any Lender in connection with (i) the collection and enforcement of the Loan Documents and (ii) any workout, restructuring or negotiations in respect of any of the ObligationsDocuments. Expenses being reimbursed by the Borrower under this Section include, without limitation, reasonable costs and expenses incurred in connection with the cost and expense of obtaining the field examination contemplated by Section 5.7 and the preparation of Reports described in the following sentence based on the fees charged by a third party retained by either Agent or the internally allocated fees for each Person employed by such Agent with respect to each field examinationsentence. The Borrower acknowledges that from time to time either Agent U.S. Bank may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the Borrower’s assets for internal use by the Agents U.S. Bank from information furnished to them it by or on behalf of the Borrower, after either such Agent U.S. Bank has exercised its rights of inspection pursuant to this Agreement. (b) The Borrower shall hereby further agrees to indemnify the Administrative Agent (and any sub-agent thereof)Agent, the Arranger, the LC Issuer, each Lender, the Swingline Lender and the Issuing Bank, their respective affiliates and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) againsttheir directors, officers and hold each Indemnitee harmless from, any and employees against all losses, claims, damages, liabilitiespenalties, penalties judgments, liabilities and related expenses (including including, without limitation, all expenses of litigation or preparation therefor whether or not the feesAdministrative Agent, charges and disbursements of the Arranger, the LC Issuer, any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower Lender or any other Loan Party affiliate is a party thereto) that 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 Loan the direct or Letter of Credit or the use indirect application or proposed use application of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) the use by any Person of any information or materials obtained by or through SyndTrak or other internet web sites, (iv) any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (v) 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 any other Loan Party, and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available Credit Extension hereunder except to the extent that such losses, claims, damages, liabilities or related expenses (x) they are determined in a final non-appealable judgment by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the party seeking indemnification. The obligations of the Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. (c) The Borrower shall pay, and hold the Administrative Agent, the Issuing Bank, the Swingline Lender 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 fails to pay any amount required to be paid to the Administrative Agent, the Issuing Bank or the Swingline Lender under clauses (a), (b) or (c) of this Section 10.3, each Lender severally agrees to pay to the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s Pro Rata Share (determined as of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Issuing Bank or the Swingline Lender in its capacity as such. (e) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the transactions contemplated herein or therein, any Loan or any Letter of Credit or the use of proceeds thereof. No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. (f) All amounts due under this Section 10.3 shall be payable promptly after written demand thereforsurvive the termination of this Agreement.

Expenses; Indemnification. (a) The Borrower shall reimburse the Agents and the Arrangers Administrative Agent for any all reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ and paralegals’ fees and time charges of attorneys for each Agent, which attorneys may be employees of such Agent and expenses of and fees for other advisors and professionals engaged by such Agent or the Arrangers) paid or incurred by the Administrative Agent, including, without limitation, filing and recording costs and fees, costs of any environmental review, and consultants’ fees, travel expenses, CUSIP costs and reasonable fees, charges and disbursements of outside counsel to the Administrative Agent or the Arrangers incurred from time to time, in connection with the investigationdue diligence, preparation, administration, negotiation, documentation, execution, delivery, syndication, distribution (including, without limitation, via DebtX and any other internet service selected by the internetAdministrative Agent), review, amendment, modification modification, and administration of the Loan Documents. The Borrower also agrees to reimburse the AgentsAdministrative Agent, the Arrangers, the Issuing Bank LC Issuers and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses, including, without limitation, filing and recording costs and fees, costs of any environmental review, and consultants’ fees, travel expenses (including and reasonable attorneys’ and paralegals’ fees and time fees, charges and expenses disbursements of attorneys and paralegals for outside counsel to the AgentsAdministrative Agent, the Arrangers, the Issuing Bank LC Issuers and the LendersLenders and/or the allocated costs of in-house counsel incurred from time to time, which attorneys and paralegals may be employees of the Agents, the Arrangers, the Issuing Bank or the Lenders) paid or incurred by the AgentsAdministrative Agent, the Arrangers, the Issuing Bank any LC Issuer or any Lender in connection with (i) the collection and enforcement of the Loan Documents and (ii) any workout, restructuring or negotiations in respect of any of the ObligationsDocuments. Expenses being reimbursed by the Borrower under this Section include, without limitation, costs and expenses incurred in connection with the cost and expense of obtaining the field examination contemplated by Section 5.7 and the preparation of Reports described in the following sentence based on the fees charged by a third party retained by either Agent or the internally allocated fees for each Person employed by such Agent with respect to each field examinationsentence. The Borrower acknowledges that from time to time either Administrative Agent may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the Borrower’s assets for internal use by the Agents Administrative Agent from information furnished to them it by or on behalf of the Borrower, after either such Administrative Agent 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 (and any sub-agent thereof)Agent, each Arranger, each LC Issuer, each Lender, the Swingline Lender and the Issuing Banktheir respective affiliates, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) againsttheir directors, officers and hold each Indemnitee harmless fromemployees, any agents and advisors against all losses, claims, damages, liabilitiespenalties, penalties judgments, liabilities and related expenses (including the including, without limitation, reasonable attorneys’ fees, charges and disbursements and settlement costs (including, without limitation, all expenses of litigation or preparation therefor) whether or not the Administrative Agent, any counsel for Arranger, any Indemnitee)LC Issuer, and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower Lender or any other Loan Party affiliate is a party thereto) 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 therebyhereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) the use by any Person of any information or materials obtained by or through SyndTrak or other internet web sites, (iv) any actual or alleged presence or Release release of Hazardous Materials on or from any property Property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability environmental liability related in any way to the Borrower or any of its Subsidiaries, or (v) 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 any other Loan Partyof its Subsidiaries, and regardless or the direct or indirect application or proposed application of whether the proceeds of any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available Credit Extension hereunder except to the extent that such losses, claims, damages, liabilities or related expenses (x) they are determined in a final non-appealable judgment by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the party seeking indemnification. The obligations of the Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. (c) The Borrower shall pay, and hold the Administrative Agent, the Issuing Bank, the Swingline Lender 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 fails to pay any amount required to be paid to the Administrative Agent, the Issuing Bank or the Swingline Lender under clauses (a), (b) or (c) of this Section 10.3, each Lender severally agrees to pay to the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s Pro Rata Share (determined as of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Issuing Bank or the Swingline Lender in its capacity as such. (e) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the transactions contemplated herein or therein, any Loan or any Letter of Credit or the use of proceeds thereof. No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. (f) All amounts due under this Section 10.3 9.6 shall be payable promptly after written demand thereforsurvive the termination of this Agreement.

Expenses; Indemnification. (a) The Borrower shall reimburse the Agents Administrative Agent and the Arrangers each Joint Lead Arranger for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ and paralegals’ ' fees and time charges of attorneys for each the Administrative Agent, which attorneys may be employees of such Agent and expenses of and fees for other advisors and professionals engaged by such Agent or the ArrangersAdministrative Agent) paid or incurred by any the Administrative Agent or the Arrangers such Joint Lead Arranger in connection with the investigation, preparation, negotiation, documentation, execution, delivery, syndication, distribution (including, without limitation, including via the internet), review, amendment, modification modification, and administration of the Loan Documents. The Borrower also agrees to reimburse the AgentsAdministrative Agent, each Joint Lead Arranger, each LC Issuer, the Arrangers, the Issuing Bank Swingline Lender and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ and paralegals’ ' fees and time charges and expenses of attorneys and paralegals for the AgentsAdministrative Agent, each Joint Lead Arranger, each LC Issuer, the Arrangers, the Issuing Bank Swingline Lender and the Lenders, which attorneys and paralegals may be employees of the AgentsAdministrative Agent, a Joint Lead Arranger, an LC Issuer, the Arrangers, the Issuing Bank Swingline Lender or the Lendersa Lender) paid or incurred by the AgentsAdministrative Agent, either Joint Lead Arranger, any LC Issuer, the Arrangers, the Issuing Bank Swingline Lender or any Lender in connection with (i) the collection and enforcement of the Loan Documents and (ii) any workout, restructuring or negotiations in respect of any of the ObligationsDocuments. Expenses being reimbursed by the Borrower under this Section include, without limitation, include reasonable costs and expenses incurred in connection with the cost and expense of obtaining the field examination contemplated by Section 5.7 and the preparation of Reports described in the following sentence based on the fees charged by a third party retained by either Agent or the internally allocated fees for each Person employed by such Agent with respect to each field examinationsentence. The Borrower acknowledges that from time to time either Agent Wachovia may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the “"Reports”") pertaining to the Borrower’s 's assets for internal use by the Agents Wachovia from information furnished to them it by or on behalf of the Borrower, after either such Agent Wachovia has exercised its rights of inspection pursuant to this Agreement. (b) The Borrower shall hereby further agrees to indemnify the Administrative Agent (and any sub-agent thereof)Agent, each Joint Lead Arranger, each LC Issuer, the Swingline Lender, each Lender, the Swingline Lender and the Issuing Banktheir respective Affiliates, and each Related Party of any of the foregoing Persons their partners, directors, officers, employees, agents and advisors (each such Person being called an “"Indemnitee”") against, and hold each Indemnitee harmless from, any and against all losses, claims, damages, liabilitiespenalties, penalties judgments, liabilities and related expenses (including the fees, charges and disbursements all expenses of litigation or preparation therefor whether or not such Indemnitee is a party thereto) which any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who of them may be employees of any Indemnitee, incurred by any Indemnitee pay or asserted against any Indemnitee by any third party or by the Borrower or any other Loan Party 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 Loan the direct or Letter of Credit or the use indirect application or proposed use application of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) the use by any Person of any information or materials obtained by or through SyndTrak or other internet web sites, (iv) any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (v) 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 any other Loan Party, and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available Credit Extension hereunder except to the extent that such losses, claims, damages, liabilities or related expenses (x) they are determined in a final non-appealable judgment by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdictionparty seeking indemnification. (c) The Borrower shall pay, and hold the Administrative Agent, the Issuing Bank, the Swingline Lender and each obligations 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 fails to pay any amount required to be paid to the Administrative Agent, the Issuing Bank or the Swingline Lender under clauses (a), (b) or (c) of this Section 10.3, each Lender severally agrees to pay to the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s Pro Rata Share (determined as of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Issuing Bank or the Swingline Lender in its capacity as such. (e) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the transactions contemplated herein or therein, any Loan or any Letter of Credit or the use of proceeds thereof. No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. (f) All amounts due under this Section 10.3 9.6 shall be payable promptly after written demand thereforsurvive the termination of this Agreement.

Expenses; Indemnification. (a) The Borrower shall reimburse the Agents Administrative Agent and the Arrangers each Joint Lead Arranger for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ and paralegals’ fees and time charges of attorneys for each Agentthe Administrative Agent and ▇▇▇▇▇ Fargo Securities, which attorneys may be employees of such the Administrative Agent and expenses of and and/or ▇▇▇▇▇ Fargo Securities, but excluding attorneys’ fees for other advisors and professionals engaged than those incurred by such the Administrative Agent or the Arrangersand/or ▇▇▇▇▇ Fargo Securities) paid or incurred by any the Administrative Agent or the Arrangers such Joint Lead Arranger in connection with the investigation, preparation, negotiation, documentation, execution, delivery, syndication, distribution (including, without limitation, including via the internet), review, amendment, modification modification, and administration of the Loan Documents. The Borrower also agrees to reimburse each LC Issuer for all reasonable out-of-pocket expenses incurred by such LC Issuer in connection with the Agentsissuance or Modification of any Facility LC or any demand for payment thereunder. The Borrower also agrees to reimburse the Administrative Agent, each Joint Lead Arranger, each LC Issuer, the Arrangers, the Issuing Bank Swingline Lender and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ and paralegals’ fees and time charges and expenses of attorneys and paralegals for the AgentsAdministrative Agent, each Joint Lead Arranger, each LC Issuer, the Arrangers, the Issuing Bank Swingline Lender and the Lenders, which attorneys and paralegals may be employees of the AgentsAdministrative Agent, a Joint Lead Arranger, an LC Issuer, the Arrangers, the Issuing Bank Swingline Lender or the Lendersa Lender) paid or incurred by the AgentsAdministrative Agent, any Joint Lead Arranger, any LC Issuer, the Arrangers, the Issuing Bank Swingline Lender or any Lender in connection with (i) the collection and enforcement of the Loan Documents and (ii) any workout, restructuring or negotiations in respect of any of the Obligations. Expenses being reimbursed by the Borrower under this Section include, without limitation, the cost and expense of obtaining the field examination contemplated by Section 5.7 and the preparation of Reports described in the following sentence based on the fees charged by a third party retained by either Agent or the internally allocated fees for each Person employed by such Agent with respect to each field examinationDocuments. The Borrower acknowledges that from time also agrees to time either pay any civil penalty or fine assessed by OFAC against, and all reasonable costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof by, the Administrative Agent may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the Borrower’s assets for internal use by the Agents from information furnished to them by or on behalf any Lender as a result of conduct of the Borrower, after either such Agent has exercised its rights of inspection pursuant to this AgreementBorrower that violates a sanction enforced by OFAC. (b) The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each LC Issuer, each Lender, the Swingline Lender and the Issuing Bank, and each Related Party of any of the foregoing Persons persons (each such Person person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, penalties liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit Facility LC or the use or proposed use of the proceeds therefrom (including any refusal by the Issuing Bank LC Issuer to honor a demand for payment under a Letter of Credit Facility LC if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of CreditFacility LC), (iii) the use by any Person of any information or materials obtained by or through SyndTrak or other internet web sites, (iv) any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any claim under Environmental Liability Laws related in any way to the Borrower or any of its SubsidiariesBorrower, or (viv) 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 any other Loan PartyBorrower, and regardless of whether any Indemnitee is a party thereto, ; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. (c) The Borrower shall pay, and hold the Administrative Agent, the Issuing Bank, the Swingline Lender 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 to indefeasibly pay any amount required under Section 9.5(a) or Section 9.5(b) to be paid by it to the Administrative AgentAgent (or any sub-agent thereof), the Issuing Bank or any LC Issuer, the Swingline Lender under clauses (a), (b) or (c) any Related Party of this Section 10.3any of the foregoing, each Lender severally agrees to pay to the Administrative AgentAgent (or any such sub-agent), the Issuing Bank each LC Issuer or the Swingline Lendersuch Related Party, as the case may be, such Lender’s Pro Rata Share proportion (determined based on the percentages as used in determining the Required Lenders as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, provided that the unreimbursed expense or indemnified paymentloss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative AgentAgent (or any such sub-agent), the Issuing Bank or the Swingline Lender in its capacity as such or such LC Issuer 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) or such LC Issuer in connection with such capacity. The obligations of the Lenders under this Section 9.5(c) are subject to the provisions of Section 9.4. (e) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the transactions contemplated herein or therein, any Loan or any Letter of Credit or the use of proceeds thereof. No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. (fd) All amounts due under this Section 10.3 shall be payable promptly after written by the Borrower upon demand therefor. (e) The obligations of the Borrower under this Section 9.5 shall survive the termination of this Agreement.

Expenses; Indemnification. (a) The Borrower shall reimburse the Agents Administrative Agent and the Arrangers each Joint Lead Arranger for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ and paralegals’ ' fees and time charges of attorneys for each the Administrative Agent, which attorneys may be employees of such Agent and expenses of and fees for other advisors and professionals engaged by such Agent or the ArrangersAdministrative Agent) paid or incurred by any the Administrative Agent or the Arrangers such Joint Lead Arranger in connection with the investigation, preparation, negotiation, documentation, execution, delivery, syndication, distribution (including, without limitation, including via the internet), review, amendment, modification modification, and administration of the Loan Documents. The Borrower also agrees to reimburse the AgentsAdministrative Agent, the Arrangerseach Joint Lead Arranger, the Issuing Bank each LC Issuer and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ and paralegals’ ' fees and time charges and expenses of attorneys and paralegals for the AgentsAdministrative Agent, the Arrangerseach Joint Lead Arranger, the Issuing Bank each LC Issuer and the Lenders, which attorneys and paralegals may be employees of the AgentsAdministrative Agent, the Arrangersa Joint Lead Arranger, the Issuing Bank an LC Issuer or the Lendersa Lender) paid or incurred by the AgentsAdministrative Agent, the Arrangerseither Joint Lead Arranger, the Issuing Bank any LC Issuer or any Lender in connection with (i) the collection and enforcement of the Loan Documents and (ii) any workout, restructuring or negotiations in respect of any of the ObligationsDocuments. Expenses being reimbursed by the Borrower under this Section include, without limitation, include reasonable costs and expenses incurred in connection with the cost and expense of obtaining the field examination contemplated by Section 5.7 and the preparation of Reports described in the following sentence based on the fees charged by a third party retained by either Agent or the internally allocated fees for each Person employed by such Agent with respect to each field examinationsentence. The Borrower acknowledges that from time to time either Agent Wachovia may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the “"Reports”") pertaining to the Borrower’s 's assets for internal use by the Agents Wachovia from information furnished to them it by or on behalf of the Borrower, after either such Agent Wachovia has exercised its rights of inspection pursuant to this Agreement. (b) The Borrower shall hereby further agrees to indemnify the Administrative Agent (and any sub-agent thereof)Agent, each Joint Lead Arranger, each LC Issuer, each Lender, the Swingline Lender and the Issuing Banktheir respective Affiliates, and each Related Party of any of the foregoing Persons their partners, directors, officers, employees, agents and advisors (each such Person being called an “"Indemnitee”") against, and hold each Indemnitee harmless from, any and against all losses, claims, damages, liabilitiespenalties, penalties judgments, liabilities and related expenses (including the fees, charges and disbursements all expenses of litigation or preparation therefor whether or not such Indemnitee is a party thereto) which any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who of them may be employees of any Indemnitee, incurred by any Indemnitee pay or asserted against any Indemnitee by any third party or by the Borrower or any other Loan Party 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 Loan the direct or Letter of Credit or the use indirect application or proposed use application of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) the use by any Person of any information or materials obtained by or through SyndTrak or other internet web sites, (iv) any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (v) 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 any other Loan Party, and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available Credit Extension hereunder except to the extent that such losses, claims, damages, liabilities or related expenses (x) they are determined in a final non-appealable judgment by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdictionparty seeking indemnification. (c) The Borrower shall pay, and hold the Administrative Agent, the Issuing Bank, the Swingline Lender and each obligations 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 fails to pay any amount required to be paid to the Administrative Agent, the Issuing Bank or the Swingline Lender under clauses (a), (b) or (c) of this Section 10.3, each Lender severally agrees to pay to the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s Pro Rata Share (determined as of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Issuing Bank or the Swingline Lender in its capacity as such. (e) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the transactions contemplated herein or therein, any Loan or any Letter of Credit or the use of proceeds thereof. No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. (f) All amounts due under this Section 10.3 9.6 shall be payable promptly after written demand thereforsurvive the termination of this Agreement.

Expenses; Indemnification. (a) The Borrower Borrowers shall reimburse the Agents Administrative Agent and the Arrangers Arranger upon demand for any all reasonable costs, internal charges and documented out-of-pocket expenses (including reasonable attorneys’ and paralegals’ fees and time charges of attorneys for each Agent, which attorneys may be employees of such Agent and expenses of and fees for other advisors and professionals engaged by such Agent or the Arrangers) paid or incurred by any the Administrative Agent or the Arrangers Arranger, including, without limitation, filing and recording costs and fees, costs of any environmental review, and consultants’ fees, travel expenses, CUSIP registration expenses and reasonable fees, charges and disbursements of one primary legal counsel for the Administrative Agent and the Arranger, one local counsel in each relevant jurisdiction for the Administrative Agent and the Arranger, and regulatory counsel for the Administrative Agent and the Arranger, in each case, incurred from time to time, in connection with the investigationdue diligence, preparation, administration, negotiation, documentation, execution, delivery, syndication, distribution (including, without limitation, via DebtX and any other internet service selected by the internetAdministrative Agent), review, amendment, modification and administration of the Loan Documents. The Borrower Borrowers also agrees agree to reimburse the AgentsAdministrative Agent, the Arrangers, the Issuing Bank Arranger and the Lenders for any reasonable costs, internal charges 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 (including and reasonable attorneys’ and paralegals’ fees and time fees, charges and expenses disbursements of attorneys and paralegals one primary legal counsel for the AgentsAdministrative Agent, the ArrangersLC Issuers and the Arranger, one local counsel in each relevant jurisdiction for the Administrative Agent, the Issuing Bank LC Issuers and the LendersArranger, which attorneys regulatory counsel for the Administrative Agent and paralegals may be employees the Arranger, one additional counsel for all Lenders other than the Administrative Agent, and additional counsel in light of the Agents, the Arrangers, the Issuing Bank actual or potential conflicts of interest or the Lenders) availability of different claims or defenses, in each case, incurred from time to time, paid or incurred by the AgentsAdministrative Agent, the ArrangersArranger, the Issuing Bank LC Issuers or any Lender in connection with (i) the collection and enforcement of the Loan Documents and (ii) any workout, restructuring or negotiations in respect of any of the ObligationsDocuments. Expenses being reimbursed by the Borrower Borrowers under this Section include, without limitation, the cost and expense of obtaining incurred in connection with the field examination contemplated by Section 5.7 and the preparation of Reports described in the following sentence based on the fees charged by a third party retained by either Agent or the internally allocated fees for each Person employed by such Agent with respect to each field examinationsentence. The Borrower acknowledges Borrowers acknowledge that from time to time either Agent U.S. Bank may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the Borrower’s Borrowers’ assets for internal use by the Agents U.S. Bank from information furnished to them it by or on behalf of the BorrowerBorrowers, after either such Agent U.S. Bank has exercised its rights of inspection pursuant to this Agreement. (b) The Borrower shall Borrowers hereby further agree to jointly and severally indemnify and hold harmless the Administrative Agent (and any sub-agent thereof)Agent, each LC Issuer, each Lender, the Swingline Lender and the Issuing Banktheir respective affiliates, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) againsttheir directors, officers and hold each Indemnitee harmless fromemployees, any agents and advisors against all losses, claims, damages, liabilitiespenalties, penalties judgments, liabilities and related expenses (including, without limitation, all expenses of litigation or preparation therefor (including the reasonable fees, charges and disbursements of outside counsel) whether or not the Administrative Agent, any counsel for LC Issuer, any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower Lender or any other Loan Party affiliate is a party thereto) 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 therebyhereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) the use by any Person of any information or materials obtained by or through SyndTrak or other internet web sites, (iv) any actual or alleged presence or Release release of Hazardous Materials on or from any property Property owned or operated by the any Borrower or any of its their Subsidiaries, or any Environmental Liability environmental liability related in any way to the any Borrower or any of its SubsidiariesSubsidiary, or (v) 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 party, any Borrower or any other Loan PartySubsidiary, and regardless or the direct or indirect application or proposed application of whether the proceeds of any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available Credit Extension hereunder except (i) to the extent that such losses, claims, damages, liabilities they relate solely to a dispute among the Lenders or related expenses (xii) to the extent that they are determined in a final non-appealable judgment by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the gross negligence or willful misconduct of such Indemnitee the party seeking indemnification or (y) result from a claim brought material breach by such Person of its obligations under the Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s Documents, including, without limitation, reasonable attorneys’ fees and settlement costs. The obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. (c) The Borrower shall pay, and hold the Administrative Agent, the Issuing Bank, the Swingline Lender and each of the Lenders harmless from and against, any and all present and future stamp, documentary, and other similar taxes Borrowers under this Section 9.6 shall survive the termination of this Agreement. This Section 9.6(b) shall not apply with respect to this Agreement and Taxes other than any other Loan DocumentsTaxes that represent losses, any collateral described thereinclaims, or any payments due thereunderdamages, and save the Administrative Agent and each Lender harmless from and against any and all liabilities with respect to or resulting etc. arising from any delay or omission to pay such taxesnon-tax claim. (d) To the extent that the Borrower fails to pay any amount required to be paid to the Administrative Agent, the Issuing Bank or the Swingline Lender under clauses (a), (b) or (c) of this Section 10.3, each Lender severally agrees to pay to the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s Pro Rata Share (determined as of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Issuing Bank or the Swingline Lender in its capacity as such. (e) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the transactions contemplated herein or therein, any Loan or any Letter of Credit or the use of proceeds thereof. No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. (f) All amounts due under this Section 10.3 shall be payable promptly after written demand therefor.

Expenses; Indemnification. (a) The Borrower shall reimburse the Agents Agent and the Arrangers BNPPSC for any reasonable costs, internal charges and reasonable out-of-pocket expenses (including reasonable attorneys’ and paralegalsaccountants’ fees and time charges of attorneys and accountants for each the Agent, which attorneys may be employees of such Agent and expenses of and fees for other advisors and professionals engaged by such Agent or the ArrangersAgent) paid or incurred by any the Agent or the Arrangers BNPPSC in connection with the investigation, preparation, negotiation, documentation, execution, delivery, syndication, distribution (including, without limitation, via the internet), review, amendment, modification modification, and administration of the Loan Documents. The Borrower also agrees to reimburse the AgentsAgent, BNPPSC, the Arrangers, the Issuing Bank Issuers and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ and paralegals’ fees and time charges and expenses of attorneys and paralegals for the AgentsAgent, BNPPSC, the Arrangers, the Issuing Bank Issuers and the Lenders, which attorneys and paralegals may be employees of the AgentsAgent, BNPPSC, the Arrangers, the Issuing Bank Issuers or the Lenders) paid or incurred by the AgentsAgent, BNPPSC, the Arrangers, the Issuing Bank Issuers or any Lender in connection with (i) the collection and enforcement of the Loan Documents Documents. Notwithstanding the foregoing sentence, the Lenders shall only be reimbursed for the attorneys’ fees and time charges of attorneys of one counsel that will represent all the Lenders unless (i) a conflict arises such that the Lenders divergent interest can not be represented by one counsel or (ii) any workout, restructuring or negotiations it has been determined that special local counsel is necessary in respect of any connection with the collection and enforcement of the ObligationsLoan Documents. Expenses being reimbursed by the Borrower under this Section include, without limitation, the cost and expense of obtaining an annual on site inspection and audit of Borrower’s Inventory (or any other collateral the field examination contemplated by Section 5.7 subject of the Collateral Documents) and costs and expenses incurred in connection with the preparation of Reports described in the following sentence based on the fees charged by a third party retained by either Agent or the internally allocated fees for each Person employed by such Agent with respect to each field examinationsentence. The Borrower acknowledges that from time to time either the Agent may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the Borrower’s assets for internal use by the Agents Agent from information furnished to them it by or on behalf of the Borrower, after either such the Agent has exercised its rights of inspection pursuant to this Agreement. (b) The Borrower shall hereby further agrees to indemnify the Administrative Agent (and any sub-agent thereof)Agent, BNPPSC, the Issuers, each Lender, the Swingline Lender and the Issuing Bank, and Affiliates of each Related Party of any of the foregoing Persons and their respective directors, officers, employees, advisors and agents (each such Person being called an collectively, the “IndemniteeIndemnitees”) against, and hold each Indemnitee harmless from, any and against all losses, claims, damages, liabilitiespenalties, penalties judgments, liabilities and related expenses (including including, without limitation, all expenses of litigation or preparation therefor whether or not the fees, charges and disbursements Indemnitee is a party thereto) which any of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who them may be employees of any Indemnitee, incurred by any Indemnitee pay or asserted against any Indemnitee by any third party or by the Borrower or any other Loan Party 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 Loan the direct or Letter of Credit or the use indirect application or proposed use application of the proceeds therefrom (of any Credit Extension hereunder, including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) the use by any Person of any information or materials obtained by or through SyndTrak or other internet web sites, (iv) any actual or alleged presence or Release of Hazardous Materials on or arising from any property owned of said Indemnitees own negligence or operated by the Borrower or under any doctrine of its Subsidiariesstrict liability, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (v) 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 any other Loan Party, and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available except to the extent that such losses, claims, damages, liabilities or related expenses (x) they are determined in a final non-appealable judgment by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by seeking indemnification. The obligations of the Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. (c) The Borrower shall pay, and hold the Administrative Agent, the Issuing Bank, the Swingline Lender 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 fails to pay any amount required to be paid to the Administrative Agent, the Issuing Bank or the Swingline Lender under clauses (a), (b) or (c) of this Section 10.3, each Lender severally agrees to pay to the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s Pro Rata Share (determined as of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Issuing Bank or the Swingline Lender in its capacity as such. (e) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the transactions contemplated herein or therein, any Loan or any Letter of Credit or the use of proceeds thereof. No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. (f) All amounts due under this Section 10.3 9.6 shall be payable promptly after written demand thereforsurvive the termination of this Agreement.

Expenses; Indemnification. (a) The Borrower shall reimburse the Agents and the Arrangers Administrative Agent upon demand for any reasonable costs, internal charges and out-of-pocket all expenses (including reasonable attorneys’ and paralegals’ fees and time charges of attorneys for each Agent, which attorneys may be employees of such Agent and expenses of and fees for other advisors and professionals engaged by such Agent or the Arrangers) paid or incurred by the Administrative Agent, including, without limitation, filing and recording costs and fees, costs of any environmental review, and consultants’ fees, reasonable travel expenses and fees, reasonable charges and disbursements of outside counsel to the Administrative Agent or and the Arrangers incurred from time to time, in connection with the investigationdue diligence, preparation, administration, negotiation, documentation, execution, delivery, syndication, distribution (including, without limitation, via DebtX and any other internet service selected by the internetAdministrative Agent), review, amendment, modification modification, and administration of the Loan Documents. The Borrower also agrees to reimburse the AgentsAdministrative Agent, the Arrangers, the Issuing Bank LC Issuer and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses, including, without limitation, filing and recording costs and fees, costs of any environmental review, and consultants’ fees, reasonable travel expenses (including and reasonable attorneys’ and paralegals’ fees and time fees, charges and expenses disbursements of attorneys and paralegals for outside counsel to the AgentsAdministrative Agent, the Arrangers, the Issuing Bank LC Issuer and the LendersLenders and/or the allocated costs of in-house counsel incurred from time to time, which attorneys and paralegals may be employees of the Agents, the Arrangers, the Issuing Bank or the Lenders) paid or incurred by the AgentsAdministrative Agent, any Arranger, the Arrangers, the Issuing Bank LC Issuer or any Lender in connection with (i) the collection and enforcement of the Loan Documents (including workouts and (ii) any workout, restructuring or negotiations in respect of any of the Obligationsrestructurings). Expenses being reimbursed by the Borrower under this Section include, without limitation, include costs and expenses incurred in connection with the cost and expense of obtaining the field examination contemplated by Section 5.7 and the preparation of Reports described in the following sentence based on the fees charged by a third party retained by either Agent or the internally allocated fees for each Person employed by such Agent with respect to each field examinationsentence. The Borrower acknowledges that from time to time either Agent U.S. Bank may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the Borrower’s assets for internal use by the Agents U.S. Bank from information furnished to them it by or on behalf of the Borrower, after either such Agent 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 (and any sub-agent thereof)Agent, each Arranger, the LC Issuer, each Lender, the Swingline Lender and the Issuing Banktheir respective affiliates, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) againsttheir directors, officers and hold each Indemnitee harmless fromemployees, any agents and advisors against all losses, claims, damages, liabilitiespenalties, penalties judgments, liabilities and related expenses (including, without limitation, all expenses of litigation or preparation therefor (including the reasonable fees, charges and disbursements of outside counsel) whether or not the Administrative Agent, any counsel for Arranger, the LC Issuer, any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower Lender or any other Loan Party affiliate is a party thereto) 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 therebyhereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) the use by any Person of any information or materials obtained by or through SyndTrak or other internet web sites, (iv) any actual or alleged presence or Release release of Hazardous Materials on or from any property Property owned or operated by the Borrower or any of its Subsidiaries, any environmental liability related in any way to Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (v) 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 any other Loan Partyof its Subsidiaries, and regardless or the direct or indirect application or proposed application of whether the proceeds of any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available Credit Extension hereunder except to the extent that such losses, claims, damages, liabilities or related expenses (x) they are determined in a final non-appealable judgment by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the party seeking indemnification, including, without limitation, reasonable attorneys’ fees and settlement costs. The obligations of the Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. (c) The Borrower shall pay, and hold the Administrative Agent, the Issuing Bank, the Swingline Lender 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 fails to pay any amount required to be paid to the Administrative Agent, the Issuing Bank or the Swingline Lender under clauses (a), (b) or (c) of this Section 10.3, each Lender severally agrees to pay to the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s Pro Rata Share (determined as of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Issuing Bank or the Swingline Lender in its capacity as such. (e) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the transactions contemplated herein or therein, any Loan or any Letter of Credit or the use of proceeds thereof. No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. (f) All amounts due under this Section 10.3 9.6 shall be payable promptly after written demand thereforsurvive the termination of this Agreement.

Expenses; Indemnification. (ai) The Subsidiary Borrower shall ------------------------- reimburse the Agents Agent and the Arrangers Arranger for any reasonable costs, internal charges and out-of- pocket expenses (including attorneys' fees and time charges of attorneys for the Agent, which attorneys may be employees of the Agent) paid or incurred by the Agent or the Arranger in connection with the preparation, negotiation, execution, delivery, syndication, review, amendment, modification, and administration of the Subsidiary Borrower Loan Documents and the Guaranty, including, without limitation, costs, charges and expenses incident to audits by the Agent of the books and records of the Subsidiary Borrower, including preparation and distribution of reports relating to the same to the Lenders, provided, that prior to the occurrence of a Default or an Unmatured Default, the Subsidiary Borrower shall not be obligated to pay the costs, charges and expenses for more than a single audit during each consecutive 12-month period. The Subsidiary Borrower also agrees to reimburse the Agent, the Arranger and the Lenders for any costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ and paralegals’ ' fees and time charges of attorneys for each the Agent, the Arranger and the Lenders, which attorneys may be employees of such Agent and expenses of and fees for other advisors and professionals engaged by such Agent or the Arrangers) paid or incurred by any Agent or the Arrangers in connection with the investigation, preparation, negotiation, documentation, execution, 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 AgentsAgent, the Arrangers, the Issuing Bank and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ and paralegals’ fees and time charges and expenses of attorneys and paralegals for the Agents, the Arrangers, the Issuing Bank and the Lenders, which attorneys and paralegals may be employees of the Agents, the Arrangers, the Issuing Bank Arranger or the Lenders) paid or incurred by the AgentsAgent, the Arrangers, the Issuing Bank Arranger or any Lender in connection with (i) the collection and enforcement of the Subsidiary Borrower Loan Documents and the Guaranty following the occurrence of a Default. (ii) any workout, restructuring or negotiations in respect of any of The Subsidiary Borrower hereby further agrees to indemnify the Obligations. Expenses being reimbursed by the Borrower under this Section include, without limitationAgent, the cost Arranger and expense of obtaining the field examination contemplated by Section 5.7 and the preparation of Reports described in the following sentence based on the fees charged by a third party retained by either Agent or the internally allocated fees for each Person employed by such Agent with respect to each field examination. The Borrower acknowledges that from time to time either Agent may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the Borrower’s assets for internal use by the Agents from information furnished to them by or on behalf of the Borrower, after either such Agent has exercised its rights of inspection pursuant to this Agreement. (b) The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender, the Swingline Lender its directors, officers and the Issuing Bank, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and employees against all losses, claims, damages, liabilitiespenalties, penalties judgments, liabilities and related expenses (including including, without limitation, all expenses of litigation or preparation therefor whether or not the feesAgent, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower Arranger or any other Loan Party Lender is a party thereto) 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 Subsidiary Borrower 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 Guaranty, the transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit and thereby or the use direct or indirect application or proposed use application of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) the use by any Person of any information or materials obtained by or through SyndTrak or other internet web sites, (iv) any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by the Subsidiary Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (v) 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 any other Loan Party, and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available hereunder except to the extent that such losses, claims, damages, liabilities or related expenses (x) they are determined in a final non- appealable judgment by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s party seeking indemnification. The obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. (c) The Borrower shall pay, and hold the Administrative Agent, the Issuing Bank, the Swingline Lender 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 Subsidiary Borrower fails to pay any amount required to be paid to the Administrative Agent, the Issuing Bank or the Swingline Lender under clauses (a), (b) or (c) of this Section 10.3, each Lender severally agrees to pay to the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s Pro Rata Share (determined as of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Issuing Bank or the Swingline Lender in its capacity as such. (e) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the transactions contemplated herein or therein, any Loan or any Letter of Credit or the use of proceeds thereof. No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. (f) All amounts due under this Section 10.3 9.6 shall be payable promptly after written demand thereforsurvive the termination of this Agreement.

Expenses; Indemnification. (ai) The Borrower shall reimburse the Agents Administrative Agent and the Arrangers each Arranger for any their reasonable costs, internal charges and reasonable out-of-pocket expenses (including, in the case of the Administrative Agent, reasonable fees, time charges and expenses of attorneys for the Administrative Agent, including attorneys that are employees of the Administrative Agent) paid or incurred by the Administrative Agent or either Arranger in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including via the Internet), amendment and modification of the Loan Documents and the review and administration of the Loan Documents in connection with any request made by the Borrower; provided that the Borrower shall only be required to reimburse the Administrative Agent for the fees and expenses of one law firm, subject to the limitations agreed to by the Borrower and the Administrative Agent. The Borrower also agrees to reimburse the Administrative Agent, the LC Issuers, the Swingline Lender, the Arrangers and the Lenders for their reasonable costs, internal charges and reasonable out-of-pocket expenses (including reasonable attorneys’ and paralegals’ fees and time charges of attorneys for each Agentfees, which attorneys may be employees of such Agent and expenses of and fees for other advisors and professionals engaged by such Agent or the Arrangers) paid or incurred by any Agent or the Arrangers in connection with the investigation, preparation, negotiation, documentation, execution, 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 Agents, the Arrangers, the Issuing Bank and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ and paralegals’ fees and time charges and expenses of attorneys and paralegals for the AgentsAdministrative Agent, the ArrangersLC Issuers, the Issuing Bank Swingline Lender, the Arrangers and the Lenders, which including attorneys and paralegals may be that are employees of the AgentsAdministrative Agent, the ArrangersLC Issuers, the Issuing Bank Swingline Lender, the Arrangers or the Lenders) paid or incurred by the AgentsAdministrative Agent, the ArrangersSwingline Lender, the Issuing Bank any LC Issuer, either Arranger or any Lender in connection with (i) the collection and enforcement of the Loan Documents and during the existence of any Default, including in connection with any proceeding described in Section 7.6 or 7.7. (ii) any workout, restructuring or negotiations in respect of any of the Obligations. Expenses being reimbursed by the Borrower under this Section include, without limitation, the cost and expense of obtaining the field examination contemplated by Section 5.7 and the preparation of Reports described in the following sentence based on the fees charged by a third party retained by either Agent or the internally allocated fees for each Person employed by such Agent with respect to each field examination. The Borrower acknowledges that from time hereby further agrees to time either Agent may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the Borrower’s assets for internal use by the Agents from information furnished to them by or on behalf of the Borrower, after either such Agent has exercised its rights of inspection pursuant to this Agreement. (b) The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof)Agent, each LC Issuer, the Swingline Lender, each Arranger, each Lender, the Swingline Lender and the Issuing Banktheir respective Affiliates, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) againsttheir directors, officers, agents and hold each Indemnitee harmless from, any and employees against all losses, claims, damages, liabilitiespenalties, penalties judgments, liabilities and related expenses (including all expenses of litigation or preparation therefor, whether or not the feesAdministrative Agent, charges and disbursements of the Swingline Lender, any counsel for LC Issuer, either Arranger, any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower Lender or any other Loan Party such Affiliate is a party thereto) 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 Loan or Letter of Credit thereby or the use direct or indirect application or proposed use application of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) the use by any Person of any information or materials obtained by or through SyndTrak or other internet web sitesCredit Extension hereunder, (iv) any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (v) 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 any other Loan Party, and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available except to the extent that any such losses, claims, damages, penalties, judgments, liabilities or related expenses (x) are determined in a final, non-appealable judgment by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the party seeking indemnification. The obligations of the Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. (c) The Borrower shall pay, and hold the Administrative Agent, the Issuing Bank, the Swingline Lender 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 fails to pay any amount required to be paid to the Administrative Agent, the Issuing Bank or the Swingline Lender under clauses (a), (b) or (c) of this Section 10.3, each Lender severally agrees to pay to the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s Pro Rata Share (determined as of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Issuing Bank or the Swingline Lender in its capacity as such. (e) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the transactions contemplated herein or therein, any Loan or any Letter of Credit or the use of proceeds thereof. No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. (f) All amounts due under this Section 10.3 9.6 shall be payable promptly after written demand thereforsurvive the termination of this Agreement.

Expenses; Indemnification. (a) The Borrower shall reimburse the Agents Administrative Agent and the Arrangers Arranger for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ and paralegals’ fees and time charges of attorneys for each the Administrative Agent, which attorneys may be employees of such Agent and expenses of and fees for other advisors and professionals engaged by such Agent or the ArrangersAdministrative Agent) paid or incurred by any the Administrative Agent or the Arrangers Arranger in connection with the investigation, preparation, negotiation, documentation, execution, delivery, syndication, distribution (including, without limitation, including via the internet), review, amendment, modification modification, and administration of the Loan Documents. The Borrower also agrees to reimburse the AgentsAdministrative Agent, the Arrangers, the Issuing Bank Arranger and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ and paralegals’ fees and time charges and expenses of attorneys and paralegals for the AgentsAdministrative Agent, the Arrangers, the Issuing Bank Arranger and the Lenders, which attorneys and paralegals may be employees of the AgentsAdministrative Agent, the Arrangers, the Issuing Bank Arranger or the Lendersa Lender) paid or incurred by the AgentsAdministrative Agent, the Arrangers, the Issuing Bank Arranger or any Lender in connection with (i) the collection and enforcement of the Loan Documents and (ii) any workout, restructuring or negotiations in respect of any of the ObligationsDocuments. Expenses being reimbursed by the Borrower under this Section include, without limitation, include reasonable costs and expenses incurred in connection with the cost and expense of obtaining the field examination contemplated by Section 5.7 and the preparation of Reports described in the following sentence based on the fees charged by a third party retained by either Agent or the internally allocated fees for each Person employed by such Agent with respect to each field examinationsentence. The Borrower acknowledges that from time to time either Agent JPMorgan may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the Borrower’s assets for internal use by the Agents JPMorgan from information furnished to them it by or on behalf of the Borrower, after either such Agent JPMorgan has exercised its rights of inspection pursuant to this Agreement. (b) The Borrower shall hereby further agrees to indemnify the Administrative Agent (and any sub-agent thereof)Agent, the Arranger, each Lender, the Swingline Lender and the Issuing Banktheir respective Affiliates, and each Related Party of any of the foregoing Persons their partners, directors, officers, employees, agents and advisors (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and against all losses, claims, damages, liabilitiespenalties, penalties judgments, liabilities and related expenses (including the fees, charges and disbursements all expenses of litigation or preparation therefor whether or not such Indemnitee is a party thereto) which any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who of them may be employees of any Indemnitee, incurred by any Indemnitee pay or asserted against any Indemnitee by any third party or by the Borrower or any other Loan Party 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 Loan the direct or Letter of Credit or the use indirect application or proposed use application of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) the use by any Person of any information or materials obtained by or through SyndTrak or other internet web sites, (iv) any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (v) 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 any other Loan Party, and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available Loans hereunder except to the extent that such losses, claims, damages, liabilities or related expenses (x) they are determined in a final non-appealable judgment by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdictionparty seeking indemnification. (c) The Borrower shall pay, and hold the Administrative Agent, the Issuing Bank, the Swingline Lender and each obligations 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 fails to pay any amount required to be paid to the Administrative Agent, the Issuing Bank or the Swingline Lender under clauses (a), (b) or (c) of this Section 10.3, each Lender severally agrees to pay to the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s Pro Rata Share (determined as of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Issuing Bank or the Swingline Lender in its capacity as such. (e) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the transactions contemplated herein or therein, any Loan or any Letter of Credit or the use of proceeds thereof. No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. (f) All amounts due under this Section 10.3 9.6 shall be payable promptly after written demand thereforsurvive the termination of this Agreement.

Expenses; Indemnification. (ai) The Borrower shall reimburse the Agents Administrative Agent and the Arrangers Arranger for any reasonable costs, internal charges and out-of-pocket costs and expenses (including reasonable attorneys’ and paralegals’ fees and time charges of attorneys for each the Administrative Agent, which attorneys may be employees of such Agent and expenses of and fees for other advisors and professionals engaged by such Agent or the ArrangersAdministrative Agent) paid or incurred by any the Administrative Agent or the Arrangers Arranger in connection with the investigation, preparation, negotiation, documentation, execution, delivery, syndication, distribution (including, without limitation, via the internet), review, amendment, modification modification, and administration of the Loan Documents. The Borrower also agrees to reimburse the AgentsAdministrative Agent, the Arrangers, the Issuing Bank Arranger and the Lenders for any reasonable costs, internal charges and out-of-pocket costs and expenses (including reasonable attorneys’ and paralegals’ fees and time charges and expenses of attorneys and paralegals for the AgentsAdministrative Agent, the Arrangers, the Issuing Bank Arranger and the Lenders, which attorneys and paralegals may be employees of the AgentsAdministrative Agent, the Arrangers, the Issuing Bank Arranger or the Lenders) paid or incurred by the AgentsAdministrative Agent, the Arrangers, the Issuing Bank Arranger or any Lender in connection with (i) the collection and enforcement of the Loan Documents and (ii) any workout, restructuring or negotiations in respect of any of the ObligationsDocuments. Expenses being reimbursed by the Borrower under this Section include, without limitation, costs and expenses incurred in connection with the cost and expense of obtaining the field examination contemplated by Section 5.7 and the preparation of Reports described in the following sentence based on the fees charged by a third party retained by either Agent or the internally allocated fees for each Person employed by such Agent with respect to each field examinationsentence. The Borrower acknowledges that from time to time either Agent Bank One may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the Borrower’s assets for internal use by the Agents Bank One from information furnished to them it by or on behalf of the Borrower, after either such Agent Bank One has exercised its rights of inspection pursuant to this Agreement. (bii) The Borrower shall hereby further agrees to indemnify the Administrative Agent (and any sub-agent thereof)Agent, the Arranger, each Lender, the Swingline Lender and the Issuing Banktheir respective affiliates, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) againsttheir directors, officers and hold each Indemnitee harmless from, any and employees against all losses, claims, damages, liabilitiespenalties, penalties judgments, liabilities and related expenses (including including, without limitation, all expenses of litigation or preparation therefor whether or not the feesAdministrative Agent, charges and disbursements of the Arranger, any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower Lender or any other Loan Party affiliate is a party thereto) (collectively, “Claims”) 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 Loan the direct or Letter of Credit or the use indirect application or proposed use application of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) the use by any Person of any information or materials obtained by or through SyndTrak or other internet web sitesLoan hereunder, (iv) any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (v) 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 any other Loan Party, and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available except to the extent that such losses, claims, damages, liabilities or related expenses they (xA) are determined in a final non-appealable judgment by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee the party seeking indemnification or (yB) result arise from a claim brought dispute between any Lenders or between any Lender and the Administrative Agent. No party entitled to indemnification hereunder shall enter into a settlement or other compromise or consent to a judgment with respect to any Claim without the prior written consent of the Borrower (which consent shall not be unreasonably withheld or delayed). The entering into of any such settlement or compromise or consent without the Borrower’s prior written consent (unless the withholding of such consent by the Borrower or any other Loan Party against an Indemnitee for breach requested by such party shall have been unreasonable) shall constitute a waiver by such party of its rights of indemnification hereunder in bad faith respect of such Indemnitee’s matter. The obligations hereunder or under any other Loan Document, if of the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. (c) The Borrower shall pay, and hold the Administrative Agent, the Issuing Bank, the Swingline Lender 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 fails to pay any amount required to be paid to the Administrative Agent, the Issuing Bank or the Swingline Lender under clauses (a), (b) or (c) of this Section 10.3, each Lender severally agrees to pay to the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s Pro Rata Share (determined as of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Issuing Bank or the Swingline Lender in its capacity as such. (e) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the transactions contemplated herein or therein, any Loan or any Letter of Credit or the use of proceeds thereof. No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. (f) All amounts due under this Section 10.3 9.5 shall be payable promptly after written demand thereforsurvive the termination of this Agreement.

Expenses; Indemnification. (a) The Borrower shall reimburse the Agents and the Arrangers Administrative Agent upon demand for any all reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ and paralegals’ fees and time charges of attorneys for each Agent, which attorneys may be employees of such Agent and expenses of and fees for other advisors and professionals engaged by such Agent or the Arrangers) paid or incurred by the Administrative Agent, including, without limitation, filing and recording costs and fees, costs of any environmental review (including the costs of internal review of a third party environmental review), charges and disbursements of outside counsel to the Administrative Agent or and/or following the Arrangers occurrence of an Event of Default the allocated costs of in-house counsel incurred from time to time, in connection with the investigation, preparation, negotiation, documentation, execution, 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 AgentsAdministrative Agent, the Arrangers, the Issuing Bank LC Issuer and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (expenses, including reasonable attorneys’ and paralegals’ fees and time charges and expenses disbursements of attorneys and paralegals for outside counsel to the AgentsAdministrative Agent, the Arrangers, the Issuing Bank LC Issuer and the LendersLenders (determined on the basis of each such counsel’s generally applicable rates, which attorneys and paralegals may be employees higher than the rates such counsel charges such parties in certain matters) and/or the allocated costs of in-house counsel incurred from time to time, paid or incurred by the AgentsAdministrative Agent, the Arrangers, the Issuing Bank or the Lenders) paid or incurred by the Agents, the Arrangers, the Issuing Bank LC Issuer or any Lender in connection with (i) the collection and enforcement of the Loan Documents and (ii) any workout, restructuring or negotiations in respect of any of the ObligationsDocuments. Expenses being reimbursed by the Borrower under this Section include, without limitation, reasonable costs and expenses incurred in connection with the cost and expense of obtaining the field examination contemplated by Section 5.7 and the preparation of Reports described in the following sentence based on the fees charged by a third party retained by either Agent or the internally allocated fees for each Person employed by such Agent with respect to each field examinationsentence. The Borrower acknowledges that from time to time either Agent U.S. Bank may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the Borrower’s assets for internal use by the Agents U.S. Bank from information furnished to them it by or on behalf of the Borrower, after either such Agent U.S. Bank has exercised its rights of inspection pursuant to this Agreement. (b) The Borrower shall hereby further agrees to indemnify the Administrative Agent (and any sub-agent thereof)Agent, the Arrangers, the LC Issuer, each Lender, the Swingline Lender and the Issuing Bank, their 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, liabilitiespenalties, penalties judgments, liabilities and related expenses (including including, without limitation, all expenses of litigation or preparation therefor whether or not the feesAdministrative Agent, charges and disbursements of the Arrangers, the LC Issuer, any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower Lender or any other Loan Party affiliate is a party thereto) that 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 Loan the direct or Letter of Credit or the use indirect application or proposed use application of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) the use by any Person of any information or materials obtained by or through SyndTrak or other internet web sites, (iv) any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (v) 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 any other Loan Party, and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available Credit Extension hereunder except to the extent that such losses, claims, damages, liabilities or related expenses (x) they are determined in a final non-appealable judgment by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the party seeking indemnification. The obligations of the Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final Section 9.6(a) and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. (c) The Borrower shall pay, and hold the Administrative Agent, the Issuing Bank, the Swingline Lender 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 fails to pay any amount required to be paid to the Administrative Agent, the Issuing Bank or the Swingline Lender under clauses (a), (b) or (c) shall survive the termination of this Section 10.3, each Lender severally agrees to pay to the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s Pro Rata Share (determined as of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Issuing Bank or the Swingline Lender in its capacity as suchAgreement. (e) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the transactions contemplated herein or therein, any Loan or any Letter of Credit or the use of proceeds thereof. No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. (f) All amounts due under this Section 10.3 shall be payable promptly after written demand therefor.

Expenses; Indemnification. (a) The Borrower shall reimburse the Agents and the Arrangers Administrative Agent for any all reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ and paralegals’ fees and time charges of attorneys for each Agent, which attorneys may be employees of such Agent and expenses of and fees for other advisors and professionals engaged by such Agent or the Arrangers) paid or incurred by the Administrative Agent, including, without limitation, filing and recording costs and fees, costs of any environmental review, and consultants’ fees, travel expenses, cusip costs and reasonable fees, charges and disbursements of outside counsel to the Administrative Agent or the Arrangers incurred from time to time, in connection with the investigationdue diligence, preparation, administration, negotiation, documentation, execution, delivery, syndication, distribution (including, without limitation, via DebtX and any other internet service selected by the internetAdministrative Agent), review, amendment, modification modification, and administration of the Loan Documents. The Borrower also agrees to reimburse the AgentsAdministrative Agent, the Arrangers, the Issuing Bank LC Issuers and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses, including, without limitation, filing and recording costs and fees, costs of any environmental review, and consultants’ fees, travel expenses (including and reasonable attorneys’ and paralegals’ fees and time fees, charges and expenses disbursements of attorneys and paralegals for outside counsel to the AgentsAdministrative Agent, the Arrangers, the Issuing Bank LC Issuers and the LendersLenders and/or the allocated costs of in-house counsel incurred from time to time, which attorneys and paralegals may be employees of the Agents, the Arrangers, the Issuing Bank or the Lenders) paid or incurred by the AgentsAdministrative Agent, the Arrangers, the Issuing Bank any LC Issuer or any Lender in connection with (i) the collection and enforcement of the Loan Documents and (ii) any workout, restructuring or negotiations in respect of any of the ObligationsDocuments. Expenses being reimbursed by the Borrower under this Section include, without limitation, costs and expenses incurred in connection with the cost and expense of obtaining the field examination contemplated by Section 5.7 and the preparation of Reports described in the following sentence based on the fees charged by a third party retained by either Agent or the internally allocated fees for each Person employed by such Agent with respect to each field examinationsentence. The Borrower acknowledges that from time to time either Administrative Agent may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the Borrower’s assets for internal use by the Agents Administrative Agent from information furnished to them it by or on behalf of the Borrower, after either such Administrative Agent 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 (and any sub-agent thereof)Agent, the Arranger, each LC Issuer, each Swing Line Lender, each Lender, the Swingline Lender and the Issuing Banktheir respective affiliates, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) againsttheir directors, officers and hold each Indemnitee harmless fromemployees, any agents and advisors against all losses, claims, damages, liabilitiespenalties, penalties judgments, liabilities and related expenses (including the including, without limitation, reasonable attorneys’ fees, charges and disbursements and settlement costs (including, without limitation, all expenses of litigation or preparation therefor) whether or not the Administrative Agent, the Arranger, any counsel for LC Issuer, any Indemnitee)Swing Line Lender, and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower Lender or any other Loan Party affiliate is a party thereto) 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 therebyhereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) the use by any Person of any information or materials obtained by or through SyndTrak or other internet web sites, (iv) any actual or alleged presence or Release release of Hazardous Materials on or from any property Property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability environmental liability related in any way to the Borrower or any of its Subsidiaries, or (v) 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 any other Loan Partyof its Subsidiaries, and regardless or the direct or indirect application or proposed application of whether the proceeds of any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available Credit Extension hereunder except to the extent that such losses, claims, damages, liabilities or related expenses (x) they are determined in a final non-appealable judgment by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the party seeking indemnification. The obligations of the Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. (c) The Borrower shall pay, and hold the Administrative Agent, the Issuing Bank, the Swingline Lender 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 fails to pay any amount required to be paid to the Administrative Agent, the Issuing Bank or the Swingline Lender under clauses (a), (b) or (c) of this Section 10.3, each Lender severally agrees to pay to the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s Pro Rata Share (determined as of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Issuing Bank or the Swingline Lender in its capacity as such. (e) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the transactions contemplated herein or therein, any Loan or any Letter of Credit or the use of proceeds thereof. No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. (f) All amounts due under this Section 10.3 9.6 shall be payable promptly after written demand thereforsurvive the termination of this Agreement.

Expenses; Indemnification. (ai) The Borrower shall reimburse the Agents Administrative Agent and the Arrangers Arranger for any reasonable costs, internal charges and out-of-pocket out‑of‑pocket expenses (including reasonable attorneys’ and paralegals’ fees and time charges of attorneys for each the Administrative Agent, which attorneys may be employees of such Agent and expenses of and fees for other advisors and professionals engaged by such Agent or the ArrangersAdministrative Agent) paid or incurred by any the Administrative Agent or the Arrangers Arranger in connection with the investigation, preparation, negotiation, documentation, execution, delivery, syndication, distribution (including, without limitation, including via the internet), review, amendment, modification modification, and administration of the Loan Documents. The Borrower also agrees to reimburse the AgentsAdministrative Agent, the ArrangersArranger, the Issuing Bank each Lender and the Lenders each Issuer for any reasonable costs, internal charges and out-of-pocket out‑of‑pocket expenses (including reasonable attorneys’ and paralegals’ fees and time charges and expenses of attorneys and paralegals for the AgentsAdministrative Agent, the ArrangersArranger, the Issuing Bank such L▇▇▇▇▇ and the Lenderssuch Issuer, which attorneys and paralegals may be employees of the AgentsAdministrative Agent, the ArrangersArranger, the Issuing Bank such Lender or the Lenderssuch Issuer) paid or incurred by the AgentsAdministrative Agent, the ArrangersArranger, the Issuing Bank any Lender or any Lender Issuer in connection with (i) the collection and enforcement of the Loan Documents and (ii) any workout, restructuring or negotiations in respect of any of the ObligationsDocuments. Expenses being reimbursed by the Borrower under this Section include, without limitation, include costs and expenses incurred in connection with the cost and expense of obtaining the field examination contemplated by Section 5.7 and the preparation of Reports described in the following sentence based on the fees charged by a third party retained by either Agent or the internally allocated fees for each Person employed by such Agent with respect to each field examinationsentence. The Borrower acknowledges that from time to time either Agent JPMCB may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the Borrower’s assets for internal use by the Agents JPMCB from information furnished to them it by or on behalf of the Borrower, after either such Agent JPMCB has exercised its rights of inspection pursuant to this Agreement. (bii) The Borrower shall hereby further agrees to indemnify the Administrative Agent (and any sub-agent thereof)Agent, the Arranger, each Lender, the Swingline Lender and the Issuing Bankeach Issuer, their respective affiliates, 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 against all losses, claims, damages, liabilitiespenalties, penalties judgments, liabilities and related expenses (including all expenses of litigation or preparation therefor whether or not the feesAdministrative Agent, charges and disbursements of the Arranger, any counsel for Lender, any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower Issuer or any other Loan Party affiliate is a party thereto) 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 Loan the direct or Letter of Credit or the use indirect application or proposed use application of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) the use by any Person of any information or materials obtained by or through SyndTrak or other internet web sites, (iv) any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (v) 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 any other Loan Party, and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available hereunder except to the extent that such losses, claims, damages, liabilities or related expenses (x) they are determined in a final non-appealable judgment by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of the party seeking indemnification. In the case of any investigation, litigation or proceeding to which the indemnity in this Section applies, such Indemnitee indemnity shall be effective whether or (y) result from not such investigation, litigation or proceeding is brought by a claim brought third party, by the Borrower or any other Loan Party against by an Indemnitee for breach in bad faith affiliate of such Indemnitee’s the Borrower. The obligations hereunder or under any other Loan Document, if of the Borrower or such Loan Party has obtained a final under this Section 9.5 shall survive the payment of the Obligations and nonappealable judgment in its favor on such claim as determined by a court the termination of competent jurisdictionthis Agreement. (ciii) The Borrower shall pay, and hold the Administrative Agent, the Issuing Bank, the Swingline Each Lender 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 fails severally agrees to pay any amount required to be paid by the Borrower under paragraph (i) or (ii) of this Section 9.5 to the Administrative Agent, each Issuer and each Related Party of any of the Issuing Bank foregoing Persons (each, an “Agent Indemnitee”) (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), ratably according to their respective Applicable Percentage in effect on the date on which indemnification is sought under this Section (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Applicable Percentage immediately prior to such date), from and against any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by or asserted against such Agent Indemnitee in any way relating to or arising out of the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the Swingline Lender transactions contemplated hereby or thereby or any action taken or omitted by such Agent Indemnitee under clauses (a), (b) or (c) of this Section 10.3, each Lender severally agrees to pay to the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s Pro Rata Share (determined as in connection with any of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amountforegoing; provided, provided that the unreimbursed expense or indemnified paymentloss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Issuing Bank or the Swingline Lender such Agent Indemnitee in its capacity as such; provided further that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent Indemnitee’s gross negligence or willful misconduct. The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (eiv) To the extent permitted by applicable law, law (a) the Borrower shall not assert, and the Borrower hereby waives, any claim against any IndemniteeIndemnitee for any damages arising from the use by others of information or other materials obtained through telecommunications, electronic or other information transmission systems (including the Internet), and (b) no party hereto shall assert, and each such party hereby waives, any claim against any other party hereto, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual or direct damages) arising out of, in connection with with, or as a result of, this Agreement, any other Loan Document Document, or any agreement or instrument contemplated hereby or thereby, the transactions contemplated herein hereby or thereinthereby, any Loan or any Letter of Credit or the use of the proceeds thereof. No Indemnitee referred to ; provided that, nothing in paragraph this clause (biv)(b) above shall be liable for any damages arising from relieve the use by unintended recipients Borrower of any information obligation it may have to indemnify an Indemnitee against special, indirect, consequential or other materials distributed punitive damages asserted against such Indemnitee by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or therebya third party. (fv) All amounts due under this Section 10.3 shall be payable promptly after written demand therefor.

Expenses; Indemnification. (a) The Borrower shall reimburse the Agents Administrative Agent for all reasonable and the Arrangers for any reasonable costs, internal charges and documented out-of-pocket expenses (including reasonable attorneys’ and paralegals’ fees and time charges of attorneys for each Agent, which attorneys may be employees of such Agent and expenses of and fees for other advisors and professionals engaged by such Agent or the Arrangers) paid or incurred by the Administrative Agent, including, without limitation, filing and recording costs and fees, costs of any environmental review, and consultants’ fees, travel expenses, cusip costs and reasonable fees, charges and disbursements of outside counsel to the Administrative Agent or and/or the Arrangers allocated costs of in-house counsel incurred from time to time, in connection with the investigationdue diligence, preparation, administration, negotiation, documentation, execution, delivery, syndication, distribution (including, without limitation, via DebtX and any other internet service selected by the internetAdministrative Agent), review, amendment, modification modification, and administration of the Loan Documents. The Borrower also agrees to reimburse the AgentsAdministrative Agent, the Arrangers, the Issuing Bank LC Issuers and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses, including, without limitation, filing and recording costs and fees, costs of any environmental review, and consultants’ fees, travel expenses (including and reasonable attorneys’ and paralegals’ fees and time fees, charges and expenses disbursements of attorneys and paralegals for outside counsel to the AgentsAdministrative Agent, the Arrangers, the Issuing Bank LC Issuers and the LendersLenders and/or the allocated costs of in-house counsel incurred from time to time, which attorneys and paralegals may be employees of the Agents, the Arrangers, the Issuing Bank or the Lenders) paid or incurred by the AgentsAdministrative Agent, the Arrangers, the Issuing Bank any LC Issuer or any Lender in connection with (i) the collection and enforcement of the Loan Documents and (ii) any workout, restructuring or negotiations in respect of any of the ObligationsDocuments. Expenses being reimbursed by the Borrower under this Section include, without limitation, costs and expenses incurred in connection with the cost and expense of obtaining the field examination contemplated by Section 5.7 and the preparation of Reports described in the following sentence based on the fees charged by a third party retained by either Agent or the internally allocated fees for each Person employed by such Agent with respect to each field examinationsentence. The Borrower acknowledges that from time to time either Administrative Agent may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the Borrower’s assets for internal use by the Agents Administrative Agent from information furnished to them it by or on behalf of the Borrower, after either such Administrative Agent 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 (and any sub-agent thereof)Agent, the Arranger, each LC Issuer, each Swing Line Lender, each Lender, the Swingline Lender and the 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 an “Indemnitee”) against, and hold each Indemnitee harmless from, any and against all losses, claims, damages, liabilitiespenalties, penalties judgments, liabilities and related expenses (including the including, without limitation, reasonable attorneys’ fees, charges and disbursements and settlement costs (including, without limitation, all expenses of litigation or preparation therefor) whether or not the Administrative Agent, the Arranger, any counsel for LC Issuer, any Indemnitee)Swing Line Lender, and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower Lender or any other Loan Party affiliate is a party thereto) 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 therebyhereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) the use by any Person of any information or materials obtained by or through SyndTrak or other internet web sites, (iv) any actual or alleged presence or Release release of Hazardous Materials on or from any property Property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability environmental liability related in any way to the Borrower or any of its Subsidiaries, or (v) 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 any other Loan Partyof its Subsidiaries, and regardless or the direct or indirect application or proposed application of whether the proceeds of any Indemnitee is a party theretoCredit Extension hereunder, provided that such indemnity shall not, as to any Indemnitee, be available apply to losses, claims, damages, liabilities or related expenses to the extent that such losses, claims, damages, liabilities or related expenses (xi) are that result from the willful misconduct, bad faith or gross negligence of such Indemnitee or any of its controlled affiliates or controlling persons or any of the officers, directors, employees, partners, successors, agents, advisors or representatives of any of the foregoing (in each case, (A) as determined by a court of competent jurisdiction by in a final and nonappealable non-appealable judgment and (B) with respect to have resulted from any controlled affiliate, partner, agent, advisor or representative, only if such person acted pursuant to the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for breach in bad faith expressed direction of such Indemnitee’s obligations hereunder ), or under (ii) have arisen out of any other Loan Document, if the dispute that does not involve an act or omission of any Borrower or Guarantor and that is brought by an Indemnitee against another Indemnitee (excluding any such Loan Party has obtained a final and nonappealable judgment claims against the relevant Indemnitee in its favor on such claim capacity or in fulfilling its role as determined by a court of competent jurisdiction. (c) The Borrower shall pay, and hold the Administrative Agent, the Issuing Bankbookrunner or lead arranger, the Swingline Lender 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 thereinas applicable, or any payments due thereunder, and save similar role relating to 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 Loans). The obligations of the Borrower fails to pay any amount required to be paid to the Administrative Agent, the Issuing Bank or the Swingline Lender under clauses (a), (b) or (c) of this Section 10.3, each Lender severally agrees to pay to the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s Pro Rata Share (determined as of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Issuing Bank or the Swingline Lender in its capacity as such. (e) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the transactions contemplated herein or therein, any Loan or any Letter of Credit or the use of proceeds thereof. No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. (f) All amounts due under this Section 10.3 9.6 shall be payable promptly after written demand thereforsurvive the termination of this Agreement.

Expenses; Indemnification. (a) The Borrower shall reimburse the Agents Administrative Agent and the Arrangers JPMorgan Chase Bank, N.A., as Arranger, for any reasonable costs, internal charges out-of-pocket costs and expenses (including reasonable out-of-pocket attorneys’ fees and out-of-pocket expenses (including reasonable attorneys’ and paralegals’ fees and time charges of attorneys for each Agent, which attorneys may be employees of such Agent and expenses of and fees for other advisors and professionals engaged by such the Administrative Agent or the ArrangersJPMorgan Chase Bank, N.A., as Arranger) paid or incurred by any the Administrative Agent or the Arrangers JPMorgan Chase Bank, N.A., as Arranger, in connection with the investigation, preparation, negotiation, documentation, execution, 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 AgentsAdministrative Agent, the Arrangers, the Issuing Bank LC Issuer and the Lenders for any reasonable costs, internal charges and out-of-pocket costs and expenses (including reasonable out-of-pocket attorneys’ and paralegals’ fees and time charges and expenses of attorneys and paralegals for the Agents, the Arrangers, the Issuing Bank and the Lenders, which attorneys and paralegals may be employees of the Agents, the Arrangers, the Issuing Bank or the Lendersexpenses) paid or incurred by the AgentsAdministrative Agent, the Arrangers, the Issuing Bank LC Issuer or any Lender in connection with (i) the collection and enforcement of the Loan Documents and (ii) any workoutDocuments, or incurred in connection with the workout or restructuring or negotiations in respect of any of the Obligationsfacility evidenced by the Loan Documents. Expenses being reimbursed by the Borrower under this Section include, without limitation, costs and expenses incurred in connection with the cost and expense of obtaining the field examination contemplated by Section 5.7 and the preparation of Reports described in the following sentence based on the fees charged by a third party retained by either Agent or the internally allocated fees for each Person employed by such Agent with respect to each field examinationsentence. The Borrower acknowledges that from time to time either Agent JPMorgan Chase may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the Borrower’s assets for internal use by the Agents JPMorgan Chase from information furnished to them it by or on behalf of the Borrower, after either such Agent JPMorgan Chase has exercised its rights of inspection pursuant to this Agreement. (b) The Borrower shall hereby further agrees to indemnify the Administrative Agent (and any sub-agent thereof)Agent, the Arrangers, the LC Issuer, each Lender, the Swingline Lender and the 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, liabilitiespenalties, penalties judgments, liabilities and related reasonable out-of-pocket expenses (including including, without limitation, all reasonable out-of-pocket expenses of litigation or preparation therefor whether or not the feesAdministrative Agent, charges and disbursements of the Arrangers, the LC Issuer, any counsel for Lender or any Indemnitee)affiliate is a party thereto, and shall indemnify and hold harmless each Indemnitee from all reasonable out-of-pocket attorneys’ fees and time charges and disbursements for attorneys who expenses) which any of them may be employees of any Indemnitee, incurred by any Indemnitee pay or asserted against any Indemnitee by any third party or by the Borrower or any other Loan Party 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 Loan the direct or Letter of Credit or the use indirect application or proposed use application of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) the use by any Person of any information or materials obtained by or through SyndTrak or other internet web sites, (iv) any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (v) 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 any other Loan Party, and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available Credit Extension hereunder except to the extent that such losses, claims, damages, liabilities or related expenses (x) they are determined in a final non-appealable judgment by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence negligence, breach in bad faith or willful misconduct of such Indemnitee or (y) result from a claim brought by the party seeking indemnification. The obligations of the Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. (c) The Borrower shall pay, and hold the Administrative Agent, the Issuing Bank, the Swingline Lender 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 fails to pay any amount required to be paid to the Administrative Agent, the Issuing Bank or the Swingline Lender under clauses (a), (b) or (c) of this Section 10.3, each Lender severally agrees to pay to the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s Pro Rata Share (determined as of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Issuing Bank or the Swingline Lender in its capacity as such. (e) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the transactions contemplated herein or therein, any Loan or any Letter of Credit or the use of proceeds thereof. No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. (f) All amounts due under this Section 10.3 9.6 shall be payable promptly after written demand thereforsurvive the termination of this Agreement.

Expenses; Indemnification. (a) The Borrower shall reimburse the Agents Administrative Agent and the Arrangers Arranger upon demand for any all reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ and paralegals’ fees and time charges of attorneys for each Agent, which attorneys may be employees of such Agent and expenses of and fees for other advisors and professionals engaged by such Agent or the Arrangers) paid or incurred by any the Administrative Agent or the Arrangers Arranger, 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 to the Administrative Agent and the Arranger and/or the allocated costs of in-house counsel incurred from time to time, in connection with the investigationdue diligence, preparation, administration, negotiation, documentation, execution, delivery, syndication, distribution (including, without limitation, via DebtX and any other internet service selected by the internetAdministrative Agent), review, amendment, modification modification, and administration of the Loan Documents. The Borrower also agrees to reimburse the AgentsAdministrative Agent, the ArrangersArranger, the Issuing Bank and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses, including, without limitation, filing and recording costs and fees, costs of any environmental review, and consultants’ fees, travel expenses (including and reasonable attorneys’ and paralegals’ fees and time fees, charges and expenses disbursements of attorneys and paralegals for outside counsel to the AgentsAdministrative Agent, the ArrangersArranger, the Issuing Bank and the LendersLenders and/or the allocated costs of in-house counsel incurred from time to time, which attorneys and paralegals may be employees of the Agents, the Arrangers, the Issuing Bank or the Lenders) paid or incurred by the AgentsAdministrative Agent, the ArrangersArranger, the Issuing Bank or any Lender in connection with (i) the collection and enforcement of the Loan Documents and (ii) any workout, restructuring or negotiations in respect of any of the ObligationsDocuments. Expenses being reimbursed by the Borrower under this Section 10.6(a) include, without limitation, costs and expenses incurred in connection with the cost and expense of obtaining the field examination contemplated by Section 5.7 and the preparation of Reports described in the following sentence based on the fees charged by a third party retained by either Agent or the internally allocated fees for each Person employed by such Agent with respect to each field examinationsentence. The Borrower acknowledges that from time to time either Agent U.S. Bank may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the Borrower’s assets for internal use by the Agents U.S. Bank from information furnished to them it by or on behalf of the Borrower, after either such Agent 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 (and any sub-agent thereof)Agent, the Arranger, each Lender, the Swingline Lender and the Issuing Banktheir respective affiliates, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) againsttheir directors, officers and hold each Indemnitee harmless fromemployees, any agents and advisors against all losses, claims, damages, liabilitiespenalties, penalties judgments, liabilities and related expenses (including the including, without limitation, reasonable attorneys’ fees, charges and disbursements and settlement costs (including, without limitation, all expenses of litigation or preparation therefor) whether or not the Administrative Agent, the Arranger, any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower Lender or any other Loan Party affiliate is a party thereto) 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 other Loan Document or any agreement or instrument contemplated hereby or therebythe Related Documents, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or therebyhereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) the use by any Person of any information or materials obtained by or through SyndTrak or other internet web sites, (iv) any actual or alleged presence or Release release of Hazardous Materials Substances on or from any property Property owned or operated by the Borrower or any of its Subsidiaries, any environmental liability related in any way to Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (v) 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 any other Loan Partyof its Subsidiaries, and regardless or the direct or indirect application or proposed application of whether the proceeds of any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available Advance hereunder except to the extent that such losses, claims, damages, liabilities or related expenses (x) they are determined in a final non-appealable judgment by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the party seeking indemnification. The obligations of the Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. (c) The Borrower shall pay, and hold the Administrative Agent, the Issuing Bank, the Swingline Lender 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 fails to pay any amount required to be paid to the Administrative Agent, the Issuing Bank or the Swingline Lender under clauses (a), (b) or (c) of this Section 10.3, each Lender severally agrees to pay to the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s Pro Rata Share (determined as of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Issuing Bank or the Swingline Lender in its capacity as such. (e) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the transactions contemplated herein or therein, any Loan or any Letter of Credit or the use of proceeds thereof. No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. (f) All amounts due under this Section 10.3 10.6 shall be payable promptly after written demand thereforsurvive the termination of this Agreement.

Expenses; Indemnification. (a) The Borrower and Parent Guarantor shall reimburse the Agents and the Arrangers Administrative Agent for any reasonable costs, internal charges costs and out-of-pocket expenses (including reasonable attorneys’ and paralegals’ fees and time charges of attorneys for each Agent, which attorneys may be employees of such Agent and expenses of and fees for other advisors and professionals engaged by such Agent or the Arrangers' fees) paid or incurred by any the Administrative Agent or the Arrangers (but excluding overhead and internal costs) in connection with the investigation, preparation, negotiation, documentation, execution, delivery, syndication, distribution (including, without limitation, via the internet), review, amendment, modification modification, and administration of the Loan Documents, in connection with disbursements hereunder and otherwise with respect to the Opryland Hotel Florida. The Borrower also agrees and Parent Guarantor agree to reimburse the Agents, the Arrangers, the Issuing Bank Administrative Agent and the Lenders for any reasonable costs, internal charges costs and out-of-pocket expenses (including reasonable attorneys’ and paralegals’ ' fees and time charges and expenses of attorneys and paralegals for the AgentsAdministrative Agent and the Lenders, but excluding internal administrative overhead except for legal fees hereafter referred to in this sentence) paid or incurred by the Arrangers, the Issuing Bank Administrative Agent and the Lenders, which attorneys and paralegals may be employees of the Agents, the Arrangers, the Issuing Bank or the Lenders) paid or incurred by the Agents, the Arrangers, the Issuing Bank Administrative Agent or any Lender in connection with (i) the collection and enforcement of the Loan Documents and (ii) any workout, restructuring or negotiations in respect the event of any of the Obligationsa Default. Expenses being required to be reimbursed by the Borrower and Parent Guarantor under this Section 9.6 include, without limitation, the cost and expense of obtaining an Appraisal of the field examination contemplated Opryland Hotel Florida, provided that so long as no Default shall exist that is continuing Borrower and Parent Guarantor shall not be required to pay for an Appraisal other than (i) the initial Appraisal by Section 5.7 ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ obtained by the Administrative Agent prior to the Effective Date and (ii) a single further Appraisal of the preparation of Reports described in Opryland Hotel Florida which the following sentence based on the fees charged by a third party retained by either Agent or the internally allocated fees for each Person employed by such Agent with respect to each field examination. The Borrower acknowledges that from time to time either Administrative Agent may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the Borrower’s assets for internal use by the Agents from information furnished to them by or on behalf of the Borrower, after either such Agent has exercised commission in its rights of inspection pursuant to this Agreementsole discretion. (b) The Borrower shall and Parent Guarantor hereby further agree to indemnify the Administrative Agent (and any sub-agent thereof)Agent, the Initial Lender Affiliates, each Lender, the Swingline Lender and the Issuing Banktheir respective Affiliates, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) againsttheir agents, shareholders, directors, officers and hold each Indemnitee harmless from, any and employees against all losses, claims, damages, liabilitiespenalties, penalties judgments, liabilities and related expenses (including including, without limitation, all expenses of litigation or preparation therefor whether or not the feesAdministrative Agent, charges and disbursements of any counsel for Initial Lender Affiliate, any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower Lender or any other Loan Party affiliate is a party thereto) 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 Loan the direct or Letter of Credit or the use indirect application or proposed use application of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) the use by any Person of any information or materials obtained by or through SyndTrak or other internet web sites, (iv) any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (v) 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 any other Loan Party, and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available Advance hereunder except to the extent that such losses, claims, damages, liabilities or related expenses (x) they are determined in a final non-appealable judgment by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the party seeking indemnification. The obligations of Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. (c) The Borrower shall pay, and hold the Administrative Agent, the Issuing Bank, the Swingline Lender 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 fails to pay any amount required to be paid to the Administrative Agent, the Issuing Bank or the Swingline Lender under clauses (a), (b) or (c) of this Section 10.3, each Lender severally agrees to pay to the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s Pro Rata Share (determined as of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Issuing Bank or the Swingline Lender in its capacity as such. (e) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the transactions contemplated herein or therein, any Loan or any Letter of Credit or the use of proceeds thereof. No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. (f) All amounts due Parent Guarantor under this Section 10.3 9.6 shall be payable promptly after written demand thereforsurvive the termination of this Agreement.

Expenses; Indemnification. (a) The Borrower shall reimburse the Agents and the Arrangers Administrative Agent for any reasonable and documented costs, internal charges and out-of-pocket expenses (including including, without limitation, all reasonable attorneys’ and paralegals’ documented fees for consultants and documented fees and time charges of reasonable expenses for attorneys for each the Administrative Agent, which attorneys may be employees of such Agent and expenses of and fees for other advisors and professionals engaged by such Agent or the Arrangers) Administrative Agent), paid or incurred by any the Administrative Agent or the Arrangers in connection with the investigation, preparation, negotiation, documentation, execution, delivery, syndication, distribution (including, without limitation, via the internet), reviewadministration, amendment, modification modification, and administration enforcement of the Loan Documents, provided that reimbursement for such fees and expenses for attorneys will be limited to one counsel for the Administrative Agent and, if applicable, one local counsel in each material jurisdiction for the Administrative Agent; and provided further that for all purposes of the Loan Documents the documentation of attorneys’ fees and expenses will be limited to the extent that any disclosure of attorneys working on the matter or other description of work would involve any disclosure of confidential or other privileged or protected information, including any information subject to the attorney-client privilege or the work product doctrine. The Borrower shall reimburse the Arrangers for all reasonable and documented expenses in connection with the documentation of this Agreement. The Borrower also agrees to reimburse the Agents, the Arrangers, the Issuing Bank Administrative Agent and the Lenders for any reasonable and documented costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ and paralegals’ including, without limitation, all fees and time charges reasonable and documented expenses of for attorneys and paralegals for the Agents, the Arrangers, the Issuing Bank Administrative Agent and the Lenders, which attorneys and paralegals may be employees of the Agents, the Arrangers, the Issuing Bank Administrative Agent or the Lenders) ), paid or incurred by the Agents, the Arrangers, the Issuing Bank Administrative Agent or any Lender in connection with (i) the collection and enforcement of the Loan Documents and (ii) any workout, restructuring or negotiations in respect of any of the Obligations. Expenses being reimbursed by the Borrower under this Section includeincluding, without limitation, any workout), provided that reimbursement for such fees and expenses for attorneys will be limited to one additional counsel for all of the cost Lenders, if applicable, one additional counsel per specialty area and expense one local counsel per applicable jurisdiction, and additional counsel as necessary in the event of obtaining an actual or perceived conflict of interest among the field examination contemplated by Section 5.7 Lenders and the preparation of Reports described in the following sentence based on the fees charged by a third party retained by either Agent or the internally allocated fees for each Person employed by such Agent with respect to each field examinationAdministrative Agent. The Borrower acknowledges that from time further agrees to time either Agent may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the Borrower’s assets for internal use by the Agents from information furnished to them by or on behalf of the Borrower, after either such Agent has exercised its rights of inspection pursuant to this Agreement. (b) The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof)Agent, each Lender, the Swingline Lender Arrangers and the Issuing Banktheir Affiliates, and each Related Party of any of their directors, employees, officers, partners, members, agents and advisors (the foregoing Persons (each such Person being called an “IndemniteeIndemnitees”) against, and hold each Indemnitee harmless from, any and against all losses, claims, damages, liabilitiespenalties, penalties judgments, liabilities and related expenses (including the feesincluding, charges without limitation, all reasonable and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all documented fees and time charges and disbursements expenses for attorneys who may be employees of any Indemniteethe indemnified parties, incurred by any Indemnitee all expenses of litigation or asserted against any Indemnitee by any third party preparation therefore whether or by not the Borrower Administrative Agent, or any other Loan Party Lender or an Arranger is a party thereto) which any of them may pay or incur 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 Loan or Letter of Credit or the use or proposed use of entering into the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit)Agreement, (iii) the use by any Person establishment of any information or materials obtained by or through SyndTrak or other internet web sitesthe Facility, (iv) any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by the Borrower other Loan Documents, (v) the Projects, (vi) the Administrative Agent or any Lender as creditors in possession of its SubsidiariesBorrower’s information, (vii) the Administrative Agent or any Environmental Liability related in any way Lender as material creditors being alleged to have direct or indirect influence, (viii) the Borrower or any of its Subsidiariestransactions contemplated hereby, or (vix) any actual the direct or prospective claim, litigation, investigation indirect application or proceeding relating to any proposed application of the foregoingproceeds of any Loan hereunder, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available except to the extent that such losses, claims, damages, liabilities or related expenses any of the foregoing (xa) are determined by a court arise out of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence negligence, bad faith or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for breach party seeking indemnification therefor as determined in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable non-appealable judgment in its favor on such claim as determined by of a court of competent jurisdiction. , (cB) The Borrower shall paysuffered to the extent they arise from violation by any Indemnitee of any such Indemnitee’s internal policies or from a violation of law applicable to such Indemnitee’s operations, and hold the Administrative Agent, the Issuing Bank, the Swingline Lender and each of the Lenders harmless from and against, any and all present and future stamp, documentary, and other similar taxes with respect (C) attributable to this Agreement and any other Loan Documents, any collateral described therein, actions or any payments due thereunder, and save events occurring after the Administrative Agent and each Lender harmless from and against the Lenders acquire an ownership interests in any and all liabilities with respect to real estate of the Consolidated Group or resulting from any delay or omission to pay such taxes. (dD) To the extent that the Borrower fails to pay any amount required to be paid are attributable to the Administrative Agent, breach by such Indemnitee of its obligations under the Issuing Bank or the Swingline Lender under clauses (a), (b) or (c) of this Section 10.3, each Lender severally Loan Documents. The Borrower agrees not to pay to the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s Pro Rata Share (determined as of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted assert any claim against the Administrative Agent, the Issuing Bank Agent or the Swingline Lender in its capacity as such. (e) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waivesany Lender, any claim against of their respective Affiliates, or any Indemniteeof their or their respective Affiliates’ officers, directors, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed arising out of or otherwise relating to any facility hereunder, the actual or direct damages) arising out of, in connection with or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, proposed use of the transactions contemplated herein or therein, any Loan Loans or any Letter of Credit Credit, the Loan Documents or the use transactions contemplated thereby. The Borrower agrees that during the term of proceeds thereofthe Agreement, it shall under no circumstances claim, and hereby waives, any right of offset, counterclaim or defense against the Administrative Agent or any Lender with respect to the Obligations arising from, due to, related to or caused by any obligations, liability or other matter or circumstance which is not the Obligations and is otherwise unrelated to the Agreement. Any assignee of a Lender’s interest in and to the Agreement, its Note and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which the Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by the Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by the Borrower. The obligations of the Borrower under this Section shall survive the termination of the Agreement. No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. (f) All amounts due under this Section 10.3 shall be payable promptly after written demand therefor.

Expenses; Indemnification. (a) The Borrower Each Borrower, on a joint and several basis, shall reimburse the Agents Agent and the Arrangers Arranger for any reasonable costs, internal charges costs and out-of-pocket expenses (including reasonable attorneys’ and paralegals’ fees and time charges of outside attorneys for each the Agent, which attorneys may be employees of such Agent and expenses of and fees for other advisors and professionals engaged by such Agent or the Arrangers) paid or incurred by any the Agent or the Arrangers Arranger in connection with the investigation, preparation, negotiation, documentation, execution, delivery, syndication, distribution (including, without limitation, via the internet), review, amendment, modification modification, and administration of the Loan Documents. The Borrower Each Borrower, on a joint and several basis, also agrees to reimburse the AgentsAgent, the ArrangersArranger, the Issuing Bank LC Issuer and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ and paralegals’ fees and time charges and expenses of attorneys and paralegals for the AgentsAgent, the ArrangersArranger, the Issuing Bank LC Issuer and the Lenders, which attorneys and paralegals may be employees of the AgentsAgent, the ArrangersArranger, the Issuing Bank LC Issuer or the Lenders) paid or incurred by the AgentsAgent, the ArrangersArranger, the Issuing Bank LC Issuer or any Lender in connection with (i) the collection and enforcement of the Loan Documents and (ii) any workout, restructuring or negotiations in respect of any of the ObligationsDocuments. Expenses being reimbursed by the Borrower Borrowers under this Section include, without limitation, costs and expenses incurred in connection with the cost and expense of obtaining the field examination contemplated by Section 5.7 and the preparation of Reports described in the following sentence based on the fees charged by a third party retained by either Agent or the internally allocated fees for each Person employed by such Agent with respect to each field examinationsentence. The Each Borrower acknowledges that from time to time either Agent Bank One may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the such Borrower’s assets for internal use by the Agents Bank One from information furnished to them it by or on behalf of the such Borrower, after either such Agent Bank One has exercised its rights of inspection pursuant to this Agreement. (b) The Borrower shall Each Borrower, on a joint and several basis, hereby further agrees to indemnify the Administrative Agent (Agent, the Arranger, the LC Issuer and any sub-agent thereof), each Lender, the Swingline Lender and the Issuing Banktheir respective affiliates, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) againsttheir directors, officers and hold each Indemnitee harmless from, any and employees against all losses, claims, damages, liabilitiespenalties, penalties judgments, liabilities and related expenses (including including, without limitation, all expenses of litigation or preparation therefor whether or not the feesAgent, charges and disbursements of any counsel for any Indemnitee)the Arranger, and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower LC Issuer or any other Loan Party Lender or any affiliate is a party thereto) 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 Loan the direct or Letter of Credit or the use indirect application or proposed use application of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) the use by any Person of any information or materials obtained by or through SyndTrak or other internet web sites, (iv) any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (v) 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 any other Loan Party, and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available Credit Extension hereunder except to the extent that such losses, claims, damages, liabilities or related expenses (x) they are determined in a final non-appealable judgment by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the party seeking indemnification. The obligations of each Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. (c) The Borrower shall pay, and hold the Administrative Agent, the Issuing Bank, the Swingline Lender 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 fails to pay any amount required to be paid to the Administrative Agent, the Issuing Bank or the Swingline Lender under clauses (a), (b) or (c) of this Section 10.3, each Lender severally agrees to pay to the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s Pro Rata Share (determined as of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Issuing Bank or the Swingline Lender in its capacity as such. (e) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the transactions contemplated herein or therein, any Loan or any Letter of Credit or the use of proceeds thereof. No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. (f) All amounts due under this Section 10.3 9.6 shall be payable promptly after written demand thereforsurvive the termination of this Agreement.

Expenses; Indemnification. (a) The Borrower shall reimburse the Agents Administrative Agent for all reasonable and the Arrangers for any reasonable costs, internal charges and documented out-of-pocket expenses (including reasonable attorneys’ and paralegals’ fees and time charges of attorneys for each Agent, which attorneys may be employees of such Agent and expenses of and fees for other advisors and professionals engaged by such Agent or the Arrangers) paid or incurred by the Administrative Agent, including, without limitation, filing and recording costs and fees, costs of any environmental review, and consultants’ fees, travel expenses, cusip costs and reasonable fees, charges and disbursements of outside counsel to the Administrative Agent or and/or the Arrangers allocated costs of in-house counsel incurred from time to time, in connection with the investigationdue diligence, preparation, administration, negotiation, documentation, execution, delivery, syndication, distribution (including, without limitation, via DebtX and any other internet service selected by the internetAdministrative Agent), review, amendment, modification modification, and administration of the Loan Documents. The Borrower also agrees to reimburse the AgentsAdministrative Agent, the Arrangers, the Issuing Bank LC Issuers and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses, including, without limitation, filing and recording costs and fees, costs of any environmental review, and consultants’ fees, travel expenses (including and reasonable attorneys’ and paralegals’ fees and time fees, charges and expenses disbursements of attorneys and paralegals for outside counsel to the AgentsAdministrative Agent, the Arrangers, the Issuing Bank LC Issuers and the LendersLenders and/or the allocated costs of in-house counsel incurred from time to time, which attorneys and paralegals may be employees of the Agents, the Arrangers, the Issuing Bank or the Lenders) paid or incurred by the AgentsAdministrative Agent, the Arrangers, the Issuing Bank any LC Issuer or any Lender in connection with (i) the collection and enforcement of the Loan Documents and (ii) any workout, restructuring or negotiations in respect of any of the ObligationsDocuments. Expenses being reimbursed by the Borrower under this Section include, without limitation, costs and expenses incurred in connection with the cost and expense of obtaining the field examination contemplated by Section 5.7 and the preparation of Reports described in the following sentence based on the fees charged by a third party retained by either Agent or the internally allocated fees for each Person employed by such Agent with respect to each field examinationsentence. The Borrower acknowledges that from time to time either Administrative Agent may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the Borrower’s assets for internal use by the Agents Administrative Agent from information furnished to them it by or on behalf of the Borrower, after either such Administrative Agent 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 (and any sub-agent thereof)Agent, the Arranger, each LC Issuer, each Swing Line Lender, each Lender, the Swingline Lender and the 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 an “Indemnitee”) against, and hold each Indemnitee harmless from, any and against all losses, claims, damages, liabilitiespenalties, penalties judgments, liabilities and related expenses (including the including, without limitation, reasonable attorneys’ fees, charges and disbursements and settlement costs (including, without limitation, all expenses of litigation or preparation therefor) whether or not the Administrative Agent, the Arranger, any counsel for LC Issuer, any Indemnitee)Swing Line Lender, and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower Lender or any other Loan Party affiliate is a party thereto) 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 therebyhereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) the use by any Person of any information or materials obtained by or through SyndTrak or other internet web sites, (iv) any actual or alleged presence or Release release of Hazardous Materials on or from any property Property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability environmental liability related in any way to the Borrower or any of its Subsidiaries, or (v) 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 any other Loan Partyof its Subsidiaries, and regardless or the direct or indirect application or proposed application of whether the proceeds of any Indemnitee is a party theretoCredit Extension hereunder, provided that such indemnity shall not, as to any Indemnitee, be available apply to losses, claims, damages, liabilities or related expenses to the extent that such losses, claims, damages, liabilities or related expenses (xi) are that result from the willful misconduct, bad faith or gross negligence of such Indemnitee or any of its controlled affiliates or controlling persons or any of the officers, directors, employees, partners, successors, agents, advisors or representatives of any of the foregoing (in each case, (A) as determined by a court of competent jurisdiction by in a final and nonappealable non-appealable judgment and (B) with respect to have resulted from any controlled affiliate, partner, agent, advisor or representative, only if such person acted pursuant to the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for breach in bad faith expressed direction of such Indemnitee’s obligations hereunder ), or under (ii) have arisen out of any other Loan Document, if the dispute that does not involve an act or omission of any Borrower or Guarantor and that is brought by an Indemnitee against another Indemnitee (excluding any such Loan Party has obtained a final and nonappealable judgment claims against the relevant Indemnitee in its favor on such claim capacity or in fulfilling its role as determined by a court of competent jurisdiction. (c) The Borrower shall pay, and hold the Administrative Agent, the Issuing Bankbookrunner or lead arranger, the Swingline Lender 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 thereinas applicable, or any payments due thereunder, and save similar role relating to 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 Loans). The obligations of the Borrower fails to pay any amount required to be paid to under this ‎Section 9.6 shall survive the Administrative Agent, the Issuing Bank or the Swingline Lender under clauses (a), (b) or (c) termination of this Section 10.3, each Lender severally agrees to pay to the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s Pro Rata Share (determined as of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Issuing Bank or the Swingline Lender in its capacity as suchAgreement. (e) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the transactions contemplated herein or therein, any Loan or any Letter of Credit or the use of proceeds thereof. No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. (f) All amounts due under this Section 10.3 shall be payable promptly after written demand therefor.

Expenses; Indemnification. Subject to the provisions of this Agreement, Borrower will pay (a) The Borrower shall reimburse all out-of-pocket costs and expenses incurred by the Agents and Administrative Agent (including the Arrangers for any reasonable costsfees, internal charges and out-of-pocket expenses (including and other reasonable attorneys’ and paralegals’ fees and time charges expenses of attorneys for each Agentcounsel, which attorneys counsel may be employees of such Agent and expenses of and fees for other advisors and professionals engaged by such Agent or the ArrangersAdministrative Agent) paid or incurred by any Agent or the Arrangers in connection with the investigation, preparation, negotiationexecution and delivery of this Agreement, documentationthe Notes, executionthe Loan Documents and any other agreements or documents referred to herein or therein and any amendments thereto, delivery(b) all out-of-pocket costs and expenses incurred by the Administrative Agent and the Lenders (including the reasonable fees, syndicationout-of-pocket expenses and other reasonable expenses of counsel to the Administrative Agent and the Lenders, distribution which counsel may be employees of Administrative Agent or the Lenders) in connection with the enforcement and protection of the rights of the Lenders under this Agreement, the Notes, the Loan Documents or any other agreement or document referred to herein or therein, (c) all reasonable and customary costs and expenses of periodic audits by the Administrative Agent's personnel of the Borrower's books and records provided that prior to an Event of Default, Borrower shall be required to pay for only one such audit during any year, (d) all out-of-pocket expenses incurred by the Administrative Agent in connection with Collateral Pool Assets, including, without limitation, via the internet)ordering and review of Appraisals, reviewenvironmental reports and engineering reports with reference to the Collateral Pool Assets, amendmentand (e) all title premiums, modification recording fees and administration of taxes (including documentary, intangible, and similar taxes and fees) related to the Mortgages and Notes, and similar costs related to the Loan Documents. The Borrower also further agrees to reimburse the Agents, the Arrangers, the Issuing Bank and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ and paralegals’ fees and time charges and expenses of attorneys and paralegals for the Agents, the Arrangers, the Issuing Bank and indemnify the Lenders, which attorneys their directors, officers and paralegals may be employees of the Agents, the Arrangers, the Issuing Bank or the Lenders) paid or incurred by the Agents, the Arrangers, the Issuing Bank or any Lender in connection with (i) the collection and enforcement of the Loan Documents and (ii) any workout, restructuring or negotiations in respect of any of the Obligations. Expenses being reimbursed by the Borrower under this Section include, without limitation, the cost and expense of obtaining the field examination contemplated by Section 5.7 and the preparation of Reports described in the following sentence based on the fees charged by a third party retained by either Agent or the internally allocated fees for each Person employed by such Agent with respect to each field examination. The Borrower acknowledges that from time to time either Agent may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the Borrower’s assets for internal use by the Agents from information furnished to them by or on behalf of the Borrower, after either such Agent has exercised its rights of inspection pursuant to this Agreement. (b) The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender, the Swingline Lender and the Issuing Bank, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and against all losses, claims, damages, liabilitiespenalties, penalties judgments, liabilities and related reasonable expenses (including including, without limitation, all expenses of litigation or preparation therefor whether or not the fees, charges and disbursements Lenders is a party thereto) which any of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who them may be employees of any Indemnitee, incurred by any Indemnitee pay or asserted against any Indemnitee by any third party or by the Borrower or any other Loan Party 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 Loan the direct or Letter of Credit or the use indirect application or proposed use application of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) the use by any Person of any information or materials obtained by or through SyndTrak or other internet web sitesAdvance hereunder, (iv) any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by except that the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (v) 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 any other Loan Party, and regardless of whether any Indemnitee is a party thereto, provided that such foregoing indemnity shall not, as not apply to any Indemnitee, be available a Lender to the extent that such any losses, claims, damages, liabilities or related expenses (x) etc. are determined by a court the result of competent jurisdiction by final and nonappealable judgment to have resulted from the such Lender's gross negligence or willful misconduct misconduct. The obligations of such Indemnitee or (y) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. (c) The Borrower shall pay, and hold the Administrative Agent, the Issuing Bank, the Swingline Lender 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 fails to pay any amount required to be paid to the Administrative Agent, the Issuing Bank or the Swingline Lender under clauses (a), (b) or (c) of this Section 10.3, each Lender severally agrees to pay to the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s Pro Rata Share (determined as of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Issuing Bank or the Swingline Lender in its capacity as such. (e) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the transactions contemplated herein or therein, any Loan or any Letter of Credit or the use of proceeds thereof. No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. (f) All amounts due under this Section 10.3 shall be payable promptly after written demand thereforsurvive the termination of this Agreement.

Expenses; Indemnification. (ai) The Borrower shall reimburse the Agents Agent and the Arrangers Arranger for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ and paralegals’ fees and time charges of attorneys for each the Agent, which attorneys may be employees of such Agent and expenses of and fees for other advisors and professionals engaged by such Agent or the ArrangersAgent) paid or incurred by any the Agent or the Arrangers Arranger in connection with the investigation, preparation, negotiation, documentation, execution, delivery, syndication, distribution (including, without limitation, via the internet), review, amendment, modification modification, and administration of the Loan Documents. The Borrower also agrees to reimburse the AgentsAgent, the ArrangersArranger, the Issuing Bank LC Issuer and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ and paralegals’ fees and time charges and expenses of attorneys and paralegals for the AgentsAgent, the ArrangersArranger, the Issuing Bank LC Issuer and the Lenders, which attorneys and paralegals may be employees of the AgentsAgent, the ArrangersArranger, the Issuing Bank LC Issuer or the Lenders) paid or incurred by the AgentsAgent, the ArrangersArranger, the Issuing Bank LC Issuer or any Lender in connection with (i) the collection and enforcement of the Loan Documents and (ii) any workout, restructuring or negotiations in respect of any of the ObligationsDocuments. Expenses being reimbursed by the Borrower under this Section include, without limitation, costs and expenses incurred in connection with the cost and expense of obtaining the field examination contemplated by Section 5.7 and the preparation of Reports described in the following sentence based on the fees charged by a third party retained by either Agent or the internally allocated fees for each Person employed by such Agent with respect to each field examinationsentence. The Borrower acknowledges that from time to time either Agent may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the Borrower’s assets for internal use by the Agents Agent from information furnished to them it by or on behalf of the Borrower, after either such Agent has exercised its rights of inspection pursuant to this Agreement. (bii) The Borrower shall hereby further agrees to indemnify the Administrative Agent (Agent, the Arranger, the LC Issuer and any sub-agent thereof), each Lender, the Swingline Lender and the Issuing Banktheir respective affiliates, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) againsttheir directors, officers and hold each Indemnitee harmless from, any and employees against all losses, claims, damages, liabilitiespenalties, penalties judgments, liabilities and related expenses (including including, without limitation, all expenses of litigation or preparation therefor whether or not the feesAgent, charges and disbursements of any counsel for any Indemnitee)the Arranger, and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower LC Issuer or any other Loan Party Lender or any affiliate is a party thereto) 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 Loan the direct or Letter of Credit or the use indirect application or proposed use application of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) the use by any Person of any information or materials obtained by or through SyndTrak or other internet web sites, (iv) any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (v) 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 any other Loan Party, and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available Credit Extension hereunder except to the extent that such losses, claims, damages, liabilities or related expenses (x) they are determined in a final non-appealable judgment by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the party seeking indemnification. The obligations of the Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. (c) The Borrower shall pay, and hold the Administrative Agent, the Issuing Bank, the Swingline Lender 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 fails to pay any amount required to be paid to the Administrative Agent, the Issuing Bank or the Swingline Lender under clauses (a), (b) or (c) of this Section 10.3, each Lender severally agrees to pay to the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s Pro Rata Share (determined as of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Issuing Bank or the Swingline Lender in its capacity as such. (e) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the transactions contemplated herein or therein, any Loan or any Letter of Credit or the use of proceeds thereof. No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. (f) All amounts due under this Section 10.3 9.6 shall be payable promptly after written demand thereforsurvive the termination of this Agreement.

Expenses; Indemnification. (ai) The Borrower shall reimburse the Agents Administrative Agent and the Lead Arrangers for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ ' and paralegals’ ' fees and time charges of attorneys for each the Administrative Agent, which attorneys may be employees of such Agent and expenses of and fees for other advisors and professionals engaged by such Agent or the Arrangers) paid or incurred by any the Administrative Agent or the Lead Arrangers in connection with the investigation, preparation, negotiation, documentation, execution, 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 AgentsAdministrative Agent, the Lead Arrangers, the Issuing Bank LC Issuers and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ ' and paralegals’ ' fees and time charges and expenses of attorneys and paralegals for the AgentsAdministrative Agent, the Lead Arrangers, the Issuing Bank LC Issuers and the Lenders, which attorneys and paralegals may be employees of the AgentsAdministrative Agent, the Lead Arrangers, the Issuing Bank LC Issuers or the Lenders) paid or incurred by the AgentsAdministrative Agent, the Lead Arrangers, the Issuing Bank LC Issuers or any Lender in connection with (i) the collection and enforcement of the Loan Documents and (ii) any workout, restructuring or negotiations in respect of any of the ObligationsDocuments. Expenses being reimbursed by the Borrower under this Section include, without limitation, the cost and expense of obtaining an appraisal of each parcel of real property or interest in real property described in any relevant Collateral Document, which appraisal shall be in conformity with the field examination contemplated by Section 5.7 applicable requirements of any law or any governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any interpretation thereof, and any rules promulgated to implement such provisions and costs and expenses incurred in connection with the preparation of Reports described in the following sentence based on the fees charged by a third party retained by either Agent or the internally allocated fees for each Person employed by such Agent with respect to each field examination. The Borrower acknowledges that from time to time either Agent may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the Borrower’s assets for internal use by the Agents from information furnished to them by or on behalf of the Borrower, after either such Agent has exercised its rights of inspection pursuant to this Agreementsentence. (bii) The Borrower shall hereby further agrees to indemnify the Administrative Agent (and any sub-agent thereof)Agent, the Lead Arrangers, each LC Issuer, each Lender, the Swingline Lender and the Issuing Banktheir respective affiliates, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) againsttheir directors, officers and hold each Indemnitee harmless from, any and employees against all losses, claims, damages, liabilitiespenalties, penalties judgments, liabilities and related out-of-pocket expenses (including including, without limitation, all expenses of litigation or preparation therefor whether or not the Administrative Agent, the Lead Arrangers, any LC Issuer, any Lender or any affiliate is a party thereto, and all attorneys' and paralegals' fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for expenses of attorneys who and paralegals of the party seeking indemnification, which attorneys and paralegals may or may not be employees of such party seeking indemnification) which any Indemnitee, incurred by any Indemnitee of them may pay or asserted against any Indemnitee by any third party or by the Borrower or any other Loan Party 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 Loan the direct or Letter of Credit or the use indirect application or proposed use application of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) the use by any Person of any information or materials obtained by or through SyndTrak or other internet web sites, (iv) any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (v) 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 any other Loan Party, and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available Credit Extension hereunder except to the extent that such losses, claims, damages, liabilities or related expenses (x) they are determined in a final non-appealable judgment by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the party seeking indemnification. The obligations of the Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. (c) The Borrower shall pay, and hold the Administrative Agent, the Issuing Bank, the Swingline Lender 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 fails to pay any amount required to be paid to the Administrative Agent, the Issuing Bank or the Swingline Lender under clauses (a), (b) or (c) of this Section 10.3, each Lender severally agrees to pay to the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s Pro Rata Share (determined as of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Issuing Bank or the Swingline Lender in its capacity as such. (e) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the transactions contemplated herein or therein, any Loan or any Letter of Credit or the use of proceeds thereof. No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. (f) All amounts due under this Section 10.3 9.6 shall be payable promptly after written demand thereforsurvive the termination of this Agreement.

Expenses; Indemnification. (ai) The Borrower shall reimburse the Agents Administrative Agent and the Arrangers for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ and paralegals’ fees and time charges of attorneys for each the Administrative Agent, which attorneys may be employees of such the Administrative Agent and expenses of and fees for other advisors and professionals engaged by such the Administrative Agent or the Arrangers) paid or incurred by any the Administrative Agent or the Arrangers in connection with the investigation, preparation, negotiation, documentation, execution, 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 AgentsAdministrative Agent, the Arrangers, the Issuing Bank LC Issuer and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ and paralegals’ fees and time charges and expenses of attorneys and paralegals for the AgentsAdministrative Agent, the Arrangers, the Issuing Bank LC Issuer and the Lenders, which attorneys and paralegals may be employees of the AgentsAdministrative Agent, the Arrangers, the Issuing Bank LC Issuer or the Lenders) paid or incurred by the AgentsAdministrative Agent, the Arrangers, the Issuing Bank LC Issuer or any Lender in connection with (i) the collection and enforcement of the Loan Documents and (ii) any workout, restructuring or negotiations in respect of any of the ObligationsDocuments. Expenses being reimbursed by the Borrower under this Section include, without limitation, the cost and expense of obtaining the field examination contemplated by Section 5.7 6.9 and the preparation of Reports described in the following sentence based on the fees charged by a third party retained by either the Administrative Agent or the internally allocated fees for each Person employed by such the Administrative Agent with respect to each field examination. The Borrower acknowledges that from time to time either Agent JPMorgan may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the Borrower’s assets for internal use by the Agents JPMorgan from information furnished to them it by or on behalf of the Borrower, after either such Agent JPMorgan has exercised its rights of inspection pursuant to this Agreement. (bii) The Borrower shall hereby further agrees to indemnify the Administrative Agent (and any sub-agent thereof)Agent, the Arrangers, the LC Issuer, each Lender, the Swingline Lender and the Issuing Banktheir respective affiliates, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) againsttheir directors, officers and hold each Indemnitee harmless from, any and employees against all losses, claims, damages, liabilitiespenalties, penalties judgments, liabilities and related expenses (including including, without limitation, all expenses of litigation or preparation therefor whether or not the Administrative Agent, the Arrangers, the LC Issuer, any Lender or any affiliate is a party thereto, and all reasonable attorneys’ and paralegals’ fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for expenses of attorneys who and paralegals of the party seeking indemnification, which attorneys and paralegals may or may not be employees of such party seeking indemnification) which any Indemnitee, incurred by any Indemnitee of them may pay or asserted against any Indemnitee by any third party or by the Borrower or any other Loan Party 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 Loan the direct or Letter of Credit or the use indirect application or proposed use application of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) the use by any Person of any information or materials obtained by or through SyndTrak or other internet web sites, (iv) any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (v) 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 any other Loan Party, and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available Credit Extension hereunder except to the extent that such losses, claims, damages, liabilities or related expenses (x) they are determined in a final non-appealable judgment by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the party seeking indemnification. The obligations of the Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. (c) The Borrower shall pay, and hold the Administrative Agent, the Issuing Bank, the Swingline Lender 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 fails to pay any amount required to be paid to the Administrative Agent, the Issuing Bank or the Swingline Lender under clauses (a), (b) or (c) of this Section 10.3, each Lender severally agrees to pay to the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s Pro Rata Share (determined as of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Issuing Bank or the Swingline Lender in its capacity as such. (e) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the transactions contemplated herein or therein, any Loan or any Letter of Credit or the use of proceeds thereof. No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. (f) All amounts due under this Section 10.3 9.6 shall be payable promptly after written demand thereforsurvive the termination of this Agreement.

Expenses; Indemnification. (a) The Borrower and the Non-U.S. ------------------------- Subsidiary Borrower shall reimburse the Agents Agent and the Arrangers Arranger for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ and paralegals’ ' fees and time charges of attorneys for each Agentthe Agent and Arranger, which attorneys may be employees of such Agent and expenses of and fees for other advisors and professionals engaged by such the Agent or the ArrangersArranger) paid or incurred by any the Agent or the Arrangers Arranger in connection with the investigation, preparation, negotiation, documentation, execution, delivery, syndication, distribution (including, without limitation, via the internet), review, amendment, modification and administration of the Loan Credit Documents. The Borrower and the Non-U.S. Subsidiary Borrower also agrees agree to reimburse the AgentsAgent, the ArrangersSwing Line Lender, any LC Issuer, the Issuing Bank Arranger and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ and paralegals’ ' fees and time charges and expenses of attorneys and paralegals for the AgentsAgent, the ArrangersSwing Line Lender, any LC Issuer, the Issuing Bank Arranger and the Lenders, which attorneys and paralegals may be employees of the AgentsAgent, the ArrangersSwing Line Lender, any LC Issuer, the Issuing Bank Arranger or the LendersLenders and other advisors and professionals engaged by the Agent or the Arranger) paid or incurred by the AgentsAgent, the ArrangersSwing Line Lender, any LC Issuer, the Issuing Bank Arranger or any Lender in connection with (i) the collection and enforcement of the Loan Documents and (ii) any workout, restructuring or negotiations in respect of any of the Obligations. Expenses being reimbursed by the Borrower under this Section include, without limitation, the cost and expense of obtaining the field examination contemplated by Section 5.7 and the preparation of Reports described in the following sentence based on the fees charged by a third party retained by either Agent or the internally allocated fees for each Person employed by such Agent with respect to each field examinationCredit Documents. The Borrower acknowledges that from time and the Non-U.S. Subsidiary Borrower further agree to time either Agent may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the Borrower’s assets for internal use by the Agents from information furnished to them by or on behalf of the Borrower, after either such Agent has exercised its rights of inspection pursuant to this Agreement. (b) The Borrower shall indemnify the Administrative Agent (Agent, the Swing Line Lender, any LC Issuer, the Arranger and any sub-agent thereof), each Lender, the Swingline Lender its directors, officers and the Issuing Bank, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and employees against all losses, claims, damages, liabilitiespenalties, penalties judgments, liabilities and related expenses (including including, without limitation, all expenses of litigation or preparation therefor whether or not the feesAgent, charges and disbursements of any counsel for any Indemnitee)the Swing Line Lender, and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemniteean LC Issuer, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower Arranger or any other Loan Party Lender is a party thereto) (collectively "LOSSES") 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 therebyCredit Documents, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan the direct or Letter of Credit or the use indirect application or proposed use application of the proceeds therefrom (including of any refusal Credit Extension hereunder. The obligations of each Borrower under this Section shall survive the termination of this Agreement; provided, however, that -------- ------- neither Borrower shall be obligated to indemnify any Lender, the Agent, the Swing Line Lender, the Arranger or any LC Issuer with respect to Losses which arise solely from such Lender's, Agent's Swing Line Lender's, Arranger's or LC Issuer's gross negligence or willful misconduct. Notwithstanding anything to the contrary herein, neither Borrower shall be liable to reimburse the Agent, the Swing Line Lender, the LC Issuers, the Arranger or any of the Lenders in respect of disputes which arise or Losses which are incurred by the Issuing Bank Agent, the Swing Line Lender, the LC Issuers, the Arranger or any of the Lenders which arise solely as a result of an action or failure to honor act on the part of the Agent, the Swing Line Lender, an LC Issuer, the Arranger or a demand for payment under a Letter of Credit if the documents presented in connection with such demand Lender and which do not strictly comply with relate in any way to actions or failures to act on the terms part of such Letter of Credit), (iii) the use by any Person of any information or materials obtained by or through SyndTrak or other internet web sites, (iv) any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by the applicable Borrower or any of its the Borrower's Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (v) any actual or prospective claim, litigation, investigation or proceeding relating to any of . Without otherwise limiting the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by it is understood and agreed that the Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. (c) The Non-U.S. Subsidiary Borrower shall paynot be obligated to indemnify any Lender, and hold the Administrative Agent, the Issuing BankSwing Line Lender, the Swingline Lender and each of the Lenders harmless from and against, Arranger or any and all present and future stamp, documentary, and other similar taxes LC Issuer with respect to this Agreement and any other Loan Documents, any collateral described thereinamounts determined to be attributable to Loans made to, or any payments due thereunder, and save the Administrative Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes. (d) To the extent that the Borrower fails to pay any amount required to be paid to the Administrative Agent, the Issuing Bank or the Swingline Lender under clauses (a), (b) or (c) of this Section 10.3, each Lender severally agrees to pay to the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s Pro Rata Share (determined as of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was Obligations incurred by or asserted against the Administrative Agenton behalf of, the Issuing Bank or the Swingline Lender in its capacity as suchBorrower. (e) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the transactions contemplated herein or therein, any Loan or any Letter of Credit or the use of proceeds thereof. No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. (f) All amounts due under this Section 10.3 shall be payable promptly after written demand therefor.

Expenses; Indemnification. (ai) The Borrower shall reimburse the Agents Administrative Agent and the Arrangers Arranger for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ and paralegals’ ' fees and time charges of attorneys for each the Administrative Agent, which attorneys may be employees of such Agent and expenses of and fees for other advisors and professionals engaged by such Agent or the ArrangersAdministrative Agent) paid or incurred by any the Administrative Agent or the Arrangers Arranger in connection with the investigation, preparation, negotiation, documentation, execution, delivery, syndication, distribution (including, without limitation, via the internet), review, amendment, modification modification, and administration of the Loan Documents. The Borrower also agrees to reimburse the AgentsAdministrative Agent, the ArrangersArranger, the Issuing Bank LC Issuer and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ and paralegals’ ' fees and time charges and expenses of attorneys and paralegals for the AgentsAdministrative Agent, the ArrangersArranger, the Issuing Bank LC Issuer and the Lenders, which attorneys and paralegals may be employees of the AgentsAdministrative Agent, the ArrangersArranger, the Issuing Bank LC Issuer or the Lenders) paid or incurred by the AgentsAdministrative Agent, the ArrangersArranger, the Issuing Bank LC Issuer or any Lender in connection with (i) the collection and enforcement of the Loan Documents and (ii) any workout, restructuring or negotiations in respect of any of the ObligationsDocuments. Expenses being reimbursed by the Borrower under this Section include, without limitation, costs and expenses incurred in connection with the cost and expense of obtaining the field examination contemplated by Section 5.7 and the preparation of Reports described in the following sentence based on the fees charged by a third party retained by either Agent or the internally allocated fees for each Person employed by such Agent with respect to each field examinationsentence. The Borrower acknowledges that from time to time either Administrative Agent may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the Borrower’s 's assets for internal use by the Agents Administrative Agent from information furnished to them it by or on behalf of the Borrower, after either such Administrative Agent has exercised its rights of inspection pursuant to this Agreement. Notwithstanding the foregoing, the obligation to reimburse the Administrative Agent, the Arranger, the LC Issuer or any Lender in connection with the matters described above shall be limited to one primary counsel, and one additional local counsel in each applicable jurisdiction, for the Administrative Agent, one additional counsel for all the Lenders other than the Administrative Agent and additional counsel in light of actual or potential conflicts of interest or the availability of different claims or defenses for the Administrative Agent, the Arranger, the LC Issuer or any Lender. (bii) The Borrower shall hereby further agrees to indemnify the Administrative Agent (Agent, the Arranger, the LC Issuer and any sub-agent thereof), each Lender, the Swingline Lender and the Issuing Banktheir respective affiliates, and each Related Party of any of the foregoing Persons their directors, officers and employees (each such Person being called each, an “Indemnitee”) against, and hold each Indemnitee harmless from, any and against all losses, claims, damages, liabilitiespenalties, penalties judgments, liabilities and related expenses (including including, without limitation, all expenses of litigation or preparation therefor whether or not the feesAdministrative Agent, charges and disbursements of any counsel for any Indemnitee)the Arranger, and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower LC Issuer or any other Loan Party Lender or any affiliate is a party thereto) 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 Loan the direct or Letter of Credit or the use indirect application or proposed use application of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) the use by any Person of any information or materials obtained by or through SyndTrak or other internet web sites, (iv) any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (v) 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 any other Loan Party, and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available Credit Extension hereunder except to the extent that such losses, claims, damages, liabilities or related expenses (x) they are determined in a final non-appealable judgment by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdictionparty seeking indemnification. (c) The Borrower shall pay, and hold the Administrative Agent, the Issuing Bank, the Swingline Lender 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. (diii) To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent, the Issuing Bank LC Issuer or the Swingline Swing Line Lender under clauses paragraph (a), (bi) or (cii) of this Section 10.3Section, each Lender severally agrees to pay to the Administrative Agent, the Issuing Bank LC Issuer or the Swingline Swing Line Lender, as the case may be, such Lender’s Pro Rata Share 's Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, provided that the unreimbursed expense or indemnified paymentloss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Issuing Bank LC Issuer or the Swingline Lender Swing Line Lenders in its their capacity as such. (eiv) To the 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 or direct damages) arising out of, in connection with with, or as a result of, this Agreement, any other Loan Document Document, or any agreement or instrument contemplated hereby or thereby, the transactions contemplated herein or therein, any Loan or any Letter of Credit Facility LC or the use of the proceeds thereof. No Indemnitee referred to , or any transaction in paragraph connection therewith; provided that, nothing in this clause (biv) above shall be liable for any damages arising from relieve the use by unintended recipients Borrower of any information obligation it may have to indemnify an Indemnitee against special, indirect, consequential or other materials distributed punitive damages asserted against such Indemnitee by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or therebya third party. (fv) The obligations of the Borrower under this Section 9.6 shall survive the termination of this Agreement. All amounts due under this Section 10.3 shall be payable promptly after written demand therefor.

Expenses; Indemnification. (ai) The Borrower shall reimburse the Agents Administrative Agent and the Arrangers BOCM for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ and paralegals’ fees and time charges of attorneys for each the Administrative Agent, which attorneys may be employees of such Agent and expenses of and fees for other advisors and professionals engaged by such Agent or the ArrangersAdministrative Agent) paid or incurred by any the Administrative Agent or the Arrangers BOCM in connection with the investigation, preparation, negotiation, documentation, execution, delivery, syndication, distribution (including, without limitation, via the internet), review, amendment, modification modification, and administration of the Loan Documents. The Borrower also agrees to reimburse the AgentsAdministrative Agent, the Arrangers, the Issuing Bank LC Issuer and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ and paralegals’ fees and time charges and expenses of attorneys and paralegals for the AgentsAdministrative Agent, the Arrangers, the Issuing Bank LC Issuer and the Lenders, which attorneys and paralegals may be employees of the AgentsAdministrative Agent, the Arrangers, the Issuing Bank LC Issuer or the Lenders) paid or incurred by the AgentsAdministrative Agent, the Arrangers, the Issuing Bank LC Issuer or any Lender in connection with (i) the collection and enforcement of the Loan Documents and Documents. (ii) any workout, restructuring or negotiations in respect of any of the Obligations. Expenses being reimbursed by the Borrower under this Section include, without limitation, the cost and expense of obtaining the field examination contemplated by Section 5.7 and the preparation of Reports described in the following sentence based on the fees charged by a third party retained by either Agent or the internally allocated fees for each Person employed by such Agent with respect to each field examination. The Borrower acknowledges that from time hereby further agrees to time either Agent may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the Borrower’s assets for internal use by the Agents from information furnished to them by or on behalf of the Borrower, after either such Agent has exercised its rights of inspection pursuant to this Agreement. (b) The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof)Agent, the Arrangers, the LC Issuer, each Lender, the Swingline Lender and the Issuing Banktheir respective affiliates, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) againsttheir directors, officers and hold each Indemnitee harmless from, any and employees against all losses, claims, damages, liabilitiespenalties, penalties judgments, liabilities and related expenses (including including, without limitation, all expenses of litigation or preparation therefor whether or not the feesAdministrative Agent, charges and disbursements of either Arranger, the LC Issuer, any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower Lender or any other Loan Party affiliate is a party thereto) 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 Loan the direct or Letter of Credit or the use indirect application or proposed use application of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) the use by any Person of any information or materials obtained by or through SyndTrak or other internet web sites, (iv) any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (v) 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 any other Loan Party, and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available Credit Extension hereunder except to the extent that such losses, claims, damages, liabilities or related expenses (x) they are determined in a final non-appealable judgment by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the party seeking indemnification. The obligations of the Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. (c) The Borrower shall pay, and hold the Administrative Agent, the Issuing Bank, the Swingline Lender 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 fails to pay any amount required to be paid to the Administrative Agent, the Issuing Bank or the Swingline Lender under clauses (a), (b) or (c) of this Section 10.3, each Lender severally agrees to pay to the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s Pro Rata Share (determined as of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Issuing Bank or the Swingline Lender in its capacity as such. (e) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the transactions contemplated herein or therein, any Loan or any Letter of Credit or the use of proceeds thereof. No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. (f) All amounts due under this Section 10.3 9.6 shall be payable promptly after written demand thereforsurvive the termination of this Agreement.

Expenses; Indemnification. (a) 9.6.1 The Borrower shall reimburse the Agents Agent, each Sustainability Structuring Agent and the Arrangers each Arranger for any reasonable costs, internal charges and out-of-pocket out‑of‑pocket expenses (including reasonable attorneys’ and paralegals’ fees and time charges of attorneys and paralegals for each the Agent, which attorneys may be employees of the Agent, but limited to the reasonable and documented out-of-pocket fees, disbursements and other charges of one counsel to all such Agent parties (taken as a whole) and, if reasonably necessary, a single local counsel for all such parties (taken as a whole) in each relevant jurisdiction and with respect to each relevant specialty, and in the case of an actual or perceived conflict of interest, one additional counsel in each relevant jurisdiction to the affected indemnified parties similarly situated (taken as a whole) and reasonable expenses of and fees for other advisors and professionals engaged by such the Agent or the Arrangersany Arranger) paid or incurred by the Agent, any Sustainability Structuring Agent or the Arrangers any Arranger in connection with the investigation, preparation, negotiation, documentation, execution, delivery, syndication, distribution (including, without limitation, including via the internet), review, amendment, modification and administration of the Loan Documents. The Borrower also agrees to reimburse the Agent, the Co-Syndication Agents, the Co-Documentation Agents, the Arrangers, the Issuing Bank Sustainability Structuring Agent and the Lenders for any reasonable costs, internal charges and out-of-pocket out‑of‑pocket expenses (including reasonable attorneys’ and paralegals’ fees and time charges and expenses of attorneys and paralegals for the Agent, the Co-Syndication Agents, the Co-Documentation Agents, the Arrangers, the Issuing Bank Sustainability Structuring Agent and the Lenders, which attorneys and paralegals may be employees of the Agent, the Co-Syndication Agents, the Co-Documentation Agents, the Arrangers, the Issuing Bank Sustainability Structuring Agent or the Lenders) paid or incurred by the Agent, the Co-Syndication Agents, the Co-Documentation Agents, the Arrangers, the Issuing Bank Sustainability Structuring Agent or any Lender in connection with (i) the collection and enforcement of the Loan Documents and (ii) any workout, restructuring or negotiations in respect of any of Documents. 9.6.2 The Borrower hereby further agrees to indemnify the Obligations. Expenses being reimbursed by the Borrower under this Section include, without limitationAgent, the cost and expense of obtaining Co-Syndication Agents, the field examination contemplated by Section 5.7 and Co-Documentation Agents, the preparation of Reports described in the following sentence based on the fees charged by a third party retained by either Agent or the internally allocated fees for each Person employed by such Agent with respect to each field examination. The Borrower acknowledges that from time to time either Agent may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the Borrower’s assets for internal use by the Agents from information furnished to them by or on behalf of the Borrower, after either such Agent has exercised its rights of inspection pursuant to this Agreement. (b) The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof)Arrangers, each Lender, the Swingline Lender and the Issuing Bank82 Sustainability Structuring Agent, their respective affiliates, and each Related Party of any of the foregoing Persons their directors, officers and employees (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and against all losses, claims, damages, liabilitiespenalties, penalties judgments, liabilities and related expenses (including the fees, charges and disbursements all expenses of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee litigation or asserted against any Indemnitee by any third party preparation therefor whether or by the Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with not such demand do not strictly comply with the terms of such Letter of Credit), (iii) the use by any Person of any information or materials obtained by or through SyndTrak or other internet web sites, (iv) any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (v) 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 any other Loan Party, and regardless of whether any Indemnitee is a party thereto, provided that and all reasonable attorneys’ and paralegals’ fees, reasonable time charges and reasonable expenses of attorneys and paralegals of such indemnity shall not, as to any Indemnitee, which attorneys and paralegals may or may not be available employees of such Indemnitee, but limited to the reasonable and documented out-of-pocket fees, disbursements and other charges of one counsel to all indemnified parties (taken as a whole) and, if reasonably necessary, a single local counsel for all indemnified parties (taken as a whole) in each relevant jurisdiction and with respect to each relevant specialty, and in the case of an actual or perceived conflict of interest, one additional counsel in each relevant jurisdiction to the affected indemnified parties similarly situated and taken as whole) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Credit Extension hereunder except to the extent that such losses, claims, damages, penalties, judgments, liabilities or related expenses (x1) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or negligence, willful misconduct or material breach of this Agreement by such Indemnitee or (y2) result from a claim brought not involving an act or omission by the Borrower or any of its Affiliates or its Affiliates’ officers, directors, employees or equityholders (other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. than subject to clause (c) The Borrower shall pay, and hold the Administrative Agent, the Issuing Bank, the Swingline Lender 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 fails to pay any amount required to be paid to the Administrative Agent, the Issuing Bank or the Swingline Lender under clauses (a), (b) or (c1) of this Section 10.3proviso) that is brought by an Indemnitee against any other Indemnitee (other than any action, each Lender severally agrees to pay to suit or claim against the Administrative Agent, Agent and/or the Issuing Bank or the Swingline Lender, Arrangers in their capacities as the case may be, such Lender’s Pro Rata Share (determined as such). The obligations of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Issuing Bank or the Swingline Lender in its capacity as such. (e) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the transactions contemplated herein or therein, any Loan or any Letter of Credit or the use of proceeds thereof. No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. (f) All amounts due under this Section 10.3 9.6 shall be payable promptly after written demand thereforsurvive the termination of this Agreement. In no event shall this clause (ii) operate to expand the obligations of the Borrower under the first sentence of clause (i) above to require the Borrower to reimburse or indemnify the Lenders, the Co-Syndication Agents or the Co‑Documentation Agents for any amounts of the type described therein.

Expenses; Indemnification. (a) The Borrower and each Non-U.S. Subsidiary Borrower shall reimburse the Agents Agent and the Arrangers each Arranger for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ and paralegals’ fees and time charges of attorneys for each Agentthe Agent and such Arranger, which attorneys may be employees of such Agent and expenses of and fees for other advisors and professionals engaged by such the Agent or the Arrangerssuch Arranger) paid or incurred by any the Agent or the Arrangers any Arranger in connection with the investigation, preparation, negotiation, documentation, execution, delivery, syndication, distribution (including, without limitation, via the internet), review, amendment, modification and administration of the Loan Credit Documents. The Borrower and each Non-U.S. Subsidiary Borrower also agrees agree to reimburse the AgentsAgent, the ArrangersSwing Line Lender, any LC Issuer, the Issuing Bank Arrangers and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ and paralegals’ fees and time charges and expenses of attorneys and paralegals for the AgentsAgent, the ArrangersSwing Line Lender, any LC Issuer, the Issuing Bank Arrangers and the Lenders, which attorneys and paralegals may be employees of the AgentsAgent, the ArrangersSwing Line Lender, any LC Issuer, the Issuing Bank Arrangers or the LendersLenders and other advisors and professionals engaged by the Agent or the Arrangers) paid or incurred by the AgentsAgent, the ArrangersSwing Line Lender, the Issuing Bank any LC Issuer, any Arranger or any Lender in connection with (i) the collection and enforcement of the Loan Documents and (ii) any workout, restructuring or negotiations in respect of any of the Obligations. Expenses being reimbursed by the Borrower under this Section include, without limitation, the cost and expense of obtaining the field examination contemplated by Section 5.7 and the preparation of Reports described in the following sentence based on the fees charged by a third party retained by either Agent or the internally allocated fees for each Person employed by such Agent with respect to each field examinationCredit Documents. The Borrower acknowledges that from time and each Non-U.S. Subsidiary Borrower further agree to time either Agent may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the Borrower’s assets for internal use by the Agents from information furnished to them by or on behalf of the Borrower, after either such Agent has exercised its rights of inspection pursuant to this Agreement. (b) The Borrower shall indemnify the Administrative Agent (Agent, the Swing Line Lender, any LC Issuer, each Arranger and any sub-agent thereof), each Lender, the Swingline Lender its directors, officers and the Issuing Bank, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and employees against all losses, claims, damages, liabilitiespenalties, penalties judgments, liabilities and related expenses (including including, without limitation, all expenses of litigation or preparation therefor whether or not the feesAgent, charges and disbursements of the Swing Line Lender, an LC Issuer, any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower Arranger or any other Loan Party Lender is a party thereto) (collectively “Losses”) 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 therebyCredit Documents, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan the direct or Letter of Credit or the use indirect application or proposed use application of the proceeds therefrom (including of any refusal Credit Extension hereunder. The obligations of each Borrower under this Section shall survive the termination of this Agreement; provided, however, that no Borrower shall be obligated to indemnify any Lender, the Agent, the Swing Line Lender, any Arranger or any LC Issuer with respect to Losses which arise solely from such Lender’s, Agent’s Swing Line Lender’s, Arranger’s or LC Issuer’s gross negligence or willful misconduct. Notwithstanding anything to the contrary herein, no Borrower shall be liable to reimburse the Agent, the Swing Line Lender, the LC Issuers, the Arrangers or any of the Lenders in respect of disputes which arise or Losses which are incurred by the Issuing Bank Agent, the Swing Line Lender, the LC Issuers, the Arrangers or any of the Lenders which arise solely as a result of an action or failure to honor act on the part of the Agent, the Swing Line Lender, an LC Issuer, an Arranger or a demand for payment under a Letter of Credit if the documents presented in connection with such demand Lender and which do not strictly comply with relate in any way to actions or failures to act on the terms part of such Letter of Credit), (iii) the use by any Person of any information or materials obtained by or through SyndTrak or other internet web sites, (iv) any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by the applicable Borrower or any of its the Borrower’s Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (v) any actual or prospective claim, litigation, investigation or proceeding relating to any of . Without otherwise limiting the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other Loan Party, it is understood and regardless of whether any Indemnitee is a party thereto, provided agreed that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. (c) The no Non-U.S. Subsidiary Borrower shall paybe obligated to indemnify any Lender, and hold the Administrative Agent, the Issuing Bank, the Swingline Lender and each of the Lenders harmless from and againstSwing Line Lender, any and all present and future stamp, documentary, and other similar taxes Arranger or any LC Issuer with respect to this Agreement and any other Loan Documents, any collateral described thereinamounts determined to be attributable to Loans made to, or any payments due thereunder, and save the Administrative Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes. (d) To the extent that the Borrower fails to pay any amount required to be paid to the Administrative Agent, the Issuing Bank or the Swingline Lender under clauses (a), (b) or (c) of this Section 10.3, each Lender severally agrees to pay to the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s Pro Rata Share (determined as of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was Obligations incurred by or asserted against the Administrative Agenton behalf of, the Issuing Bank or the Swingline Lender in its capacity as suchBorrower. (e) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the transactions contemplated herein or therein, any Loan or any Letter of Credit or the use of proceeds thereof. No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. (f) All amounts due under this Section 10.3 shall be payable promptly after written demand therefor.

Expenses; Indemnification. (ai) The Borrower Borrowers shall reimburse the Agents Administrative Agent and the Arrangers Arranger for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ and paralegals’ fees and time charges of attorneys for each the Administrative Agent, which attorneys may be employees of such Agent and expenses of and fees for other advisors and professionals engaged by such Agent or the ArrangersAdministrative Agent) paid or incurred by any the Administrative Agent or the Arrangers Arranger in connection with the investigation, preparation, negotiation, documentation, execution, delivery, syndication, distribution review, amendment, modification, and administration (including, without limitation, via preparation of the internet), review, amendment, modification and administration reports described below) of the Loan Documents. The Borrower Borrowers also agrees agree to reimburse the AgentsAdministrative Agent, the Arrangers, the Issuing Bank Arranger and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ and paralegals’ fees and time charges and expenses of attorneys and paralegals for the AgentsAdministrative Agent, the Arrangers, the Issuing Bank Arranger and the Lenders, which attorneys and paralegals may be employees of the AgentsAdministrative Agent, the Arrangers, the Issuing Bank Arranger or the Lenders) paid or incurred by the AgentsAdministrative Agent, the Arrangers, the Issuing Bank Arranger or any Lender in connection with (i) the collection and enforcement of the Loan Documents and (ii) any workout, restructuring or negotiations in respect of any of the Obligations. Expenses being reimbursed by the Borrower under this Section include, without limitation, the cost and expense of obtaining the field examination contemplated by Section 5.7 and the preparation of Reports described in the following sentence based on the fees charged by a third party retained by either Agent or the internally allocated fees for each Person employed by such Agent with respect to each field examinationDocuments. The Borrower acknowledges Borrowers acknowledge and agree that from time to time either the Administrative Agent may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the any Borrower’s and Guarantors’ assets for internal use by the Agents Administrative Agent from information furnished to them it by or on behalf of the BorrowerBorrowers, after either such the Administrative Agent has exercised its rights of inspection pursuant to this Agreement; provided that, if any Lender requests copies of any future similar Reports which the Administrative Agent has prepared, then the Administrative Agent will provide such reports to such Lender provided that such Lender has executed an indemnity agreement acceptable to the Administrative Agent. The Borrowers further acknowledge and agree that the Administrative Agent or any of its agents or representatives may conduct comprehensive field audits of its books, records, properties and assets and of the books, records properties and assets of each Subsidiary of the Company, including without limitation all Collateral subject to the Collateral Documents, at the Borrowers’ expense, provided that prior to the occurrence of a Default no more than one such comprehensive field audits shall be conducted in any fiscal year. (bii) The Borrower shall Borrowers hereby further agree to indemnify the Administrative Agent (Agent, the Arranger and any sub-agent thereof), each Lender, the Swingline Lender and the Issuing Banktheir respective directors, officers 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 employees against all losses, claims, damages, liabilitiespenalties, penalties judgments, liabilities and related expenses (including including, without limitation, all expenses of litigation or preparation therefor whether or not the feesAdministrative Agent, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower Arranger or any other Loan Party Lender is a party thereto) which any of them may pay or incur at any time 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 Loan or Letter Facility Letters of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) the use by any Person of any information or materials obtained by or through SyndTrak or other internet web sites, (iv) any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (v) 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 any other Loan Party, and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available hereunder except to the extent that such losses, claims, damages, liabilities or related expenses (x) they are determined in a final non-appealable judgment by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s party seeking indemnification. The obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. (c) The Borrower shall pay, and hold the Administrative Agent, the Issuing Bank, the Swingline Lender and each of the Lenders harmless from and against, any and all present and future stamp, documentary, and other similar taxes Borrowers under this Section 10.7 shall survive the termination of this Agreement. This Section 10.7(ii) shall not apply with respect to this Agreement and Taxes other than any other Loan DocumentsTaxes that represent losses, any collateral described therein, claims or any payments due thereunder, and save the Administrative Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes. (d) To the extent that the Borrower fails to pay any amount required to be paid to the Administrative Agent, the Issuing Bank or the Swingline Lender under clauses (a), (b) or (c) of this Section 10.3, each Lender severally agrees to pay to the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s Pro Rata Share (determined as of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Issuing Bank or the Swingline Lender in its capacity as such. (e) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the transactions contemplated herein or therein, any Loan or any Letter of Credit or the use of proceeds thereof. No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or therebynon-Tax claim. (f) All amounts due under this Section 10.3 shall be payable promptly after written demand therefor.

Expenses; Indemnification. (a) The Borrower shall reimburse the Agents and the Arrangers Administrative Agent upon demand for any all reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ and paralegals’ fees and time charges of attorneys for each Agent, which attorneys may be employees of such Agent and expenses of and fees for other advisors and professionals engaged by such Agent or the Arrangers) paid or incurred by the Administrative Agent, including, without limitation, filing and recording costs and fees, costs of any environmental review (including the costs of internal review of a third party environmental review), charges and disbursements of outside counsel to the Administrative Agent or (determined on the Arrangers basis of such counsel’s generally applicable rates, which may be higher than the rates such counsel charges the Administrative Agent in certain matters) and/or following the occurrence of an Event of Default the allocated costs of in-house counsel incurred from time to time, in connection with the investigation, preparation, negotiation, documentation, execution, 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 AgentsAdministrative Agent, the Arrangers, the Issuing Bank LC Issuer and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (expenses, including reasonable attorneys’ and paralegals’ fees and time charges and expenses disbursements of attorneys and paralegals for outside counsel to the AgentsAdministrative Agent, the Arrangers, the Issuing Bank LC Issuer and the LendersLenders (determined on the basis of each such counsel’s generally applicable rates, which attorneys and paralegals may be employees higher than the rates such counsel charges such parties in certain matters) and/or the allocated costs of in-house counsel incurred from time to time, paid or incurred by the AgentsAdministrative Agent, the Arrangers, the Issuing Bank or the Lenders) paid or incurred by the Agents, the Arrangers, the Issuing Bank LC Issuer or any Lender in connection with (i) the collection and enforcement of the Loan Documents and (ii) any workout, restructuring or negotiations in respect of any of the ObligationsDocuments. Expenses being reimbursed by the Borrower under this Section include, without limitation, reasonable costs and expenses incurred in connection with the cost and expense of obtaining the field examination contemplated by Section 5.7 and the preparation of Reports described in the following sentence based on the fees charged by a third party retained by either Agent or the internally allocated fees for each Person employed by such Agent with respect to each field examinationsentence. The Borrower acknowledges that from time to time either Agent U.S. Bank may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the Borrower’s assets for internal use by the Agents U.S. Bank from information furnished to them it by or on behalf of the Borrower, after either such Agent U.S. Bank has exercised its rights of inspection pursuant to this Agreement. (b) The Borrower shall hereby further agrees to indemnify the Administrative Agent (and any sub-agent thereof)Agent, the Arrangers, the LC Issuer, each Lender, the Swingline Lender and the Issuing Bank, their 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, liabilitiespenalties, penalties judgments, liabilities and related expenses (including including, without limitation, all expenses of litigation or preparation therefor whether or not the feesAdministrative Agent, charges and disbursements of the Arrangers, the LC Issuer, any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower Lender or any other Loan Party affiliate is a party thereto) that 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 Loan the direct or Letter of Credit or the use indirect application or proposed use application of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) the use by any Person of any information or materials obtained by or through SyndTrak or other internet web sites, (iv) any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (v) 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 any other Loan Party, and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available Credit Extension hereunder except to the extent that such losses, claims, damages, liabilities or related expenses (x) they are determined in a final non-appealable judgment by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the party seeking indemnification. The obligations of the Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. (c) The Borrower shall pay, and hold the Administrative Agent, the Issuing Bank, the Swingline Lender 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 fails to pay any amount required to be paid to the Administrative Agent, the Issuing Bank or the Swingline Lender under clauses (a), (b) or (c) of this Section 10.3, each Lender severally agrees to pay to the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s Pro Rata Share (determined as of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Issuing Bank or the Swingline Lender in its capacity as such. (e) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the transactions contemplated herein or therein, any Loan or any Letter of Credit or the use of proceeds thereof. No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. (f) All amounts due under this Section 10.3 shall be payable promptly after written demand thereforsurvive the termination of this Agreement.