Common use of Expenses; Indemnification Clause in Contracts

Expenses; Indemnification. (a) The Borrower shall pay (i) all out-of-pocket expenses of the Agent, including fees and disbursements of special counsel for the Agent, in connection with the preparation and administration of the Financing Documents, any waiver or consent thereunder or any amendment thereof or any Default or alleged Default thereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Agent or any Bank, including fees and disbursements of outside counsel (or, in lieu thereof, the allocated cost of in-house counsel), in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Borrower agrees to indemnify the Agent and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of the Financing Documents, or any actual or proposed use of proceeds of Loans hereunder; PROVIDED that no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconduct.

Expenses; Indemnification. (a) The Borrower Company shall pay (i) all out-of-pocket expenses of the Agent, including reasonable fees and disbursements of special counsel for the Agent, in connection with the preparation and administration of the Financing Documentsthis Agreement, any waiver or consent thereunder hereunder or any amendment thereof hereof or any Default or alleged Default thereunder hereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Agent or any Bank, including (without duplication) the reasonable fees and disbursements of outside counsel (or, in lieu thereof, and the allocated cost of in-house inside counsel), in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Borrower Company agrees to indemnify the Agent and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of the Financing Documents, this Agreement or any actual or proposed use of proceeds of Loans hereunder; PROVIDED provided that no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction.

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses of the Agentexpenses, including the reasonable fees and disbursements expenses of special counsel for the Agent, Administrative Agent in connection with the preparation and administration of the Financing Documents, any waiver or consent thereunder or any amendment thereof or any Default or alleged Default thereunder this Agreement and (ii) if an Event of Default occurs, all reasonable out-of-pocket expenses incurred by the Administrative Agent or any Bankand the Lenders, including reasonable fees and disbursements expenses of outside counsel (or, in lieu thereof, the allocated cost of in-house counsel), in connection with such Event of Default and collection, bankruptcy, insolvency collection and other enforcement proceedings resulting therefrom. (b) The Borrower agrees to indemnify the Administrative Agent and each BankLender, their respective affiliates and the respective directors, officers, agents Administrative Agents and employees of the foregoing (each an "“Indemnitee"”) and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and reasonable expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with response to or in defense of any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened against the Administrative Agent or any Lender relating to or arising out of the Financing Documents, this Agreement or any actual or proposed use of proceeds of Loans hereunderLoans; PROVIDED provided that no Indemnitee shall have the right to be indemnified hereunder (i) to the extent such indemnification relates to relationships between or among each of, or any of, the Administrative Agent, the Lenders or any Assignee or Participant or (ii) for such Indemnitee's ’s own gross negligence or willful misconduct.

Expenses; Indemnification. (a) The Borrower shall pay (i) all out-of-pocket expenses of the Agent and the Collateral Agent, including including, without limitation, (A) reasonable fees and disbursements of special outside counsel for the Agent, Agent and the Collateral Agent in connection with the preparation and administration of this Agreement and the other Financing Documents, any waiver or consent thereunder hereunder or any amendment thereof hereof or any Default or alleged Default thereunder hereunder, (B) the reasonable fees and disbursements of the Collateral Trustees and their outside counsel and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Agent or any Agent, the Collateral Agent, each Revolving Fronting Bank and each Bank, including (without duplication) the fees and disbursements of outside counsel (or, in lieu thereof, and the allocated cost of in-house inside counsel), in connection with such Event of Default and collection, bankruptcy, insolvency insolvency, workout, restructuring and other enforcement proceedings resulting therefrom. (b) The Borrower agrees to indemnify the Agent, the Collateral Agent and each BankBank Party, their respective affiliates Affiliates and the respective directors, officers, agents and employees of the foregoing (each each, an "“Indemnitee"”) and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of the Financing Documents, Documents or any actual or proposed use of proceeds of Loans or the issuance or deemed issuance of any Revolving Letter of Credit hereunder; PROVIDED provided that no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's ’s own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction.

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses of the Administrative Agent, including reasonable fees and disbursements of special counsel for the Administrative Agent, in connection with the preparation and administration of the Financing Documentsthis Agreement, any waiver or consent thereunder hereunder or any amendment thereof hereof or any Default or alleged Default thereunder hereunder and (ii) if an Event of Default occurs, all reasonable out-of-pocket expenses incurred by the Administrative Agent or any Bank, including reasonable fees and disbursements of outside counsel (or, in lieu thereof, the allocated cost of in-house counsel), in connection with such Event of Default and collection, bankruptcy, insolvency collection and other enforcement proceedings resulting therefrom. (b) The Borrower agrees to indemnify the Administrative Agent and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of the Financing Documents, this Agreement or any actual or proposed use of proceeds of Loans hereunder; PROVIDED provided that no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction.

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses of the Agent, including fees and disbursements of special counsel for the Agent, in connection with the preparation and administration of the Financing Documentsthis Agreement, any waiver or consent thereunder hereunder or any amendment thereof hereof or any Default or alleged Default thereunder hereunder and (ii) if an Event of Default occurs, all reasonable out-of-pocket expenses incurred by the Agent or any and each Bank, including (without duplication) the fees and disbursements of outside counsel (or, in lieu thereof, the allocated cost of in-house counsel), in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Borrower agrees to indemnify the Agent and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened by a Person which is not a party hereto or an Affiliate of a party hereto relating to any actual, proposed or arising out of the Financing Documents, or any actual or proposed potential use of proceeds of Loans hereunder; PROVIDED provided that no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction.

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses of the Administrative Agent, including fees and disbursements of special counsel for the Administrative Agent, in connection with the preparation and administration of this Agreement and the Financing other Credit Documents, any waiver or consent thereunder hereunder or any amendment thereof hereof or any Default or alleged Default thereunder hereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Administrative Agent or any and each Bank, including (without duplication) the fees and disbursements of outside counsel (or, in lieu thereof, and the allocated cost of in-house inside counsel), in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Borrower agrees to indemnify the Administrative Agent and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "“Indemnitee"”) and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of the Financing Documents, this Agreement or any actual or proposed use of proceeds of Loans hereunder; PROVIDED provided, that no Indemnitee shall have the right to be indemnified hereunder for (i) such Indemnitee's ’s own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction or (ii) any loss asserted by another Indemnitee.

Expenses; Indemnification. (a) The Borrower shall pay (i) all out-of-pocket expenses of the Administrative Agent, including fees and disbursements of special counsel for the Administrative Agent, in connection with the preparation and administration of the Financing Documentsthis Agreement, any waiver or consent thereunder hereunder or any amendment thereof hereof or any Default or alleged Default thereunder hereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Administrative Agent or any Bank, including fees and disbursements of outside counsel (or, in lieu thereof, the allocated cost of in-house counsel), in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Borrower agrees to indemnify the each Agent and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "IndemniteeINDEMNITEE") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of the Financing Documents, this Agreement or any actual or proposed use of proceeds of Loans hereunder; PROVIDED provided that no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconduct.

Expenses; Indemnification. (a) The Borrower Company shall pay (i) all reasonable out-of-pocket expenses of the Administrative Agent, including fees and disbursements of special counsel for the Administrative Agent, in connection with the preparation and administration of the Financing Documentsthis Agreement, any waiver or consent thereunder hereunder or any amendment thereof hereof or any Default or alleged Default thereunder hereunder and (ii) if an Event of Default occurs, all reasonable out-of-pocket expenses incurred by the Administrative Agent or any and each Bank, including (without duplication) the fees and disbursements of outside counsel (or, in lieu thereof, and the allocated cost of in-house inside counsel), in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Borrower Company agrees to indemnify the each Agent and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "“Indemnitee"”) and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of the Financing Documents, this Agreement or any actual or proposed use of proceeds of Loans hereunder; PROVIDED provided that no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's ’s own gross negligence or willful misconductmisconduct or breach of an express obligation under this Agreement as determined by a final, non-appealable judgment of a court of competent jurisdiction.

Expenses; Indemnification. (a) The Borrower shall pay (i) all out-of-pocket expenses of the Agent, including fees and disbursements of special counsel for the Agent, in connection with the preparation and administration of the Financing Documentsthis Agreement, any waiver or consent thereunder hereunder or any amendment thereof hereof or any Default or alleged Default thereunder hereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Agent or any and each Bank, including (without duplication) the fees and disbursements of outside counsel (or, in lieu thereof, and the allocated cost of in-house inside counsel), in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Borrower agrees to indemnify the Agent and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of the Financing Documents, this Agreement or any actual or proposed use of proceeds of Loans hereunder; PROVIDED provided that no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction.

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses of the Agent, including fees and disbursements of special counsel for the Agent, in connection with the preparation and administration of the Financing Documentsthis Agreement, any waiver or consent thereunder hereunder or any amendment thereof hereof or any Default or alleged Default thereunder hereunder and (ii) if an Event of Default occurs, all reasonable out-of-pocket expenses incurred by the Agent or any and each Bank, including the fees and disbursements of outside counsel (or, in lieu thereof, the allocated cost of in-house counsel), in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Borrower agrees to indemnify the Agent and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "IndemniteeINDEMNITEE") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of the Financing Documents, this Agreement or any actual or proposed use of proceeds of Loans hereunder; PROVIDED that no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction.

Expenses; Indemnification. (a) The Borrower shall pay (i) all out-of-pocket expenses of the Agent, including reasonable fees and disbursements of special counsel for the Agent, in connection with the preparation and administration of the Financing Documentsthis Agreement, any waiver or consent thereunder hereunder or any amendment thereof hereof or any Default or alleged Default thereunder hereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Agent or any Bank, including fees and disbursements of outside counsel (or, in lieu thereof, the allocated cost of in-house counsel), in connection with such Event of Default and collection, bankruptcy, insolvency collection and other enforcement proceedings resulting therefrom. (b) The Borrower agrees to indemnify the Agent and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") Bank and hold each Indemnitee Bank harmless from and against any and all liabilities, claims, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee any Bank (or by the Agent in connection with its actions as Agent hereunder) in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee Bank shall be designated a party thereto) brought or threatened relating to or arising out of (i) the Financing DocumentsSpin-Off Transactions or the Merger, or (ii) any actual or proposed use of proceeds of Loans hereunderhereunder to acquire equity securities of any other Person or (iii) any transaction which violates the change in control provisions set forth in Section 6.01(i); PROVIDED provided that no Indemnitee Bank shall have the right to be indemnified hereunder for such Indemnitee's its own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction.

Expenses; Indemnification. (a) The Borrower All fees and expenses incurred in connection herewith and the transactions contemplated hereby shall pay (i) all be paid by the party incurring such fees and expenses, whether or not the Offer or the Merger is consummated. Notwithstanding the foregoing, Parent shall cause the Surviving Corporation to indemnify Stockholder against any actual, out-of-pocket damages (including the reasonable fees and expenses of one outside legal counsel not to exceed $10,000 without prior written notification to Parent) incurred and actually paid by Stockholder in connection with any claim made against Stockholder by a third-Party, non-Affiliate of the AgentCompany solely as a result of (a) Stockholder’s execution and delivery of this Agreement or (b) Stockholder’s performance of its obligations set forth herein and in the manner prescribed hereby; provided, including however, that Stockholder shall not be entitled to indemnification for (i) any indirect, punitive, consequential or other special damages (other than the reasonable fees and disbursements expenses of special one outside legal counsel for not to exceed $10,000 without prior written notification to Parent, to the Agent, extent such reasonable fees and expenses are incurred by Stockholder in connection with the preparation and administration defense of any claim described in clause (a) or clause (b) above in which indirect, punitive, consequential or other special damages are sought by the third-Party, non-Affiliate of the Financing DocumentsCompany bringing such claim), any waiver or consent thereunder or any amendment thereof or any Default or alleged Default thereunder and (ii) if any damages that result from an Event act of Default occursfraud, all out-of-pocket expenses incurred intentional misrepresentation or willful misconduct by or on behalf of Stockholder, (iii) any damages that result from an act or omission by or on behalf of Stockholder that constitutes a breach of this Agreement, or (iv) any damages that are covered by insurance proceeds (net of any applicable deductible amount) collectable by or on behalf of Stockholder under any insurance policy maintained by or for the Agent benefit of Stockholder on the date of this Agreement or any Bank, including fees and disbursements of outside counsel (or, in lieu thereof, the allocated cost of in-house counsel), in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Borrower agrees to indemnify the Agent and each Bank, their respective affiliates and the respective directors, officers, agents and employees as of the foregoing (each an "Indemnitee") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of the Financing Documents, or any actual or proposed use of proceeds of Loans hereunder; PROVIDED that no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconductAcceptance Time.

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses of the Agent, including reasonable fees and disbursements of special counsel for the Agent, in connection with the preparation and administration of the Financing Documentsthis Agreement, any waiver or consent thereunder hereunder or any amendment thereof hereof or any Default or alleged Default thereunder hereunder and (ii) if an Event of Default occurs, all reasonable out-of-pocket expenses incurred by the Agent or any BankAgent, each LC Issuer and each Lender, including the reasonable fees and disbursements of outside counsel (or, in lieu thereof, the allocated cost of in-house counsel), in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Borrower agrees to indemnify the Agent Agent, each LC Issuer and each BankLender, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "“Indemnitee"”) and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of the Financing Documents, this Agreement or any Commitment hereunder or any actual or proposed use of proceeds of Loans Credit Extensions hereunder; PROVIDED provided that no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's ’s own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction.

Expenses; Indemnification. (a) The Borrower shall pay (i) all out-of-pocket expenses Each Guarantor agrees to pay, or reimburse the Collateral Agent, acting on behalf of the AgentHolders, including fees and disbursements of special counsel for the Agent, in connection with the preparation and administration all of the Financing Documents, any waiver or consent thereunder or any amendment thereof or any Default or alleged Default thereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Agent or any Bank, including fees and disbursements of outside counsel (or, in lieu thereof, the allocated cost of in-house counsel), in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Borrower agrees to indemnify the Agent and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, Collateral Agent’s costs and expenses of incurred in collecting against such Guarantor under this Guarantee or otherwise enforcing or preserving any kindrights under this Guarantee and the other Transaction Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counselcounsel to the Collateral Agent. (ii) Each Guarantor agrees to pay, and to save the Holders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be incurred by such Indemnitee payable or determined to be payable in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of the Financing transactions contemplated by this Guarantee. (iii) Each Guarantor agrees to pay, and to save the Holders harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee to the extent the Company would be required to do so pursuant to the Amendment Agreement. (iv) Notwithstanding anything to the contrary in this Guarantee, with respect to any defaulted non-monetary Obligations the specific performance of which by the Guarantors is not reasonably possible (e.g., the issuance of the Company’s Common Stock), the Guarantors shall only be liable for making the Holders whole on a monetary basis for the Company’s failure to perform such Obligations in accordance with the Transaction Documents, or any actual or proposed use of proceeds of Loans hereunder; PROVIDED that no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconduct.

Expenses; Indemnification. (a) The Borrower shall pay (i) all out-of-pocket expenses of the Administrative Agent, including fees and disbursements of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel for the AgentAgents, reasonably incurred in connection with the preparation and administration of the Financing Documents, any waiver or consent hereunder or thereunder or any amendment hereof or thereof or any Default or alleged Default hereunder or thereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Administrative Agent or any and each Bank, including (without duplication) the fees and disbursements of outside counsel (or, in lieu thereof, and the allocated cost of in-house inside counsel), in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Borrower agrees to indemnify the Administrative Agent and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be reasonably incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of the Financing Documents, Documents or any actual or proposed use of proceeds of Loans hereunderLoans; PROVIDED provided that no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction.

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses of the Agent, including fees and disbursements of special counsel for the Agent, in connection with the preparation and administration of the Financing Documentsthis Agreement, any waiver or consent thereunder hereunder or any amendment thereof hereof or any Default or alleged Default thereunder hereunder and (ii) if an Event of Default occurs, all reasonable out-of-pocket expenses incurred by the Agent or any and each Bank, including (without duplication) the fees and disbursements of outside counsel (or, in lieu thereof, the allocated cost of in-house counsel), in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Borrower agrees to indemnify the Agent and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "IndemniteeINDEMNITEE") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened by a Person which is not a party hereto or an Affiliate of a party hereto relating to any actual, proposed or arising out of the Financing Documents, or any actual or proposed potential use of proceeds of Loans hereunder; PROVIDED provided that no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction.

Expenses; Indemnification. (a) The Borrower shall pay (i) all out-of-pocket expenses of the AgentAgents, including reasonable fees and disbursements of special counsel for the AgentAgents, in connection with the preparation and administration of the Financing Documentsthis Agreement, any waiver or consent thereunder hereunder or any amendment thereof hereof or any Default or alleged Default thereunder hereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the each Agent or any and Bank, including (without duplication) the fees and disbursements of outside counsel (or, in lieu thereof, and the allocated cost of in-house inside counsel), in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Borrower agrees to indemnify the each Agent and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of the Financing Documents, this Agreement or any actual or proposed use of proceeds of Loans hereunder; PROVIDED provided that no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction.

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses of the Administrative Agent, including the reasonable fees and disbursements of special counsel for the Administrative Agent, in connection with the preparation and administration of the Financing Documentsthis Agreement, any waiver or consent thereunder hereunder or any amendment thereof hereof or any Default or alleged Default thereunder hereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Administrative Agent or any and each Bank, including (without duplication) the fees and disbursements of outside counsel (or, in lieu thereof, and the allocated cost of in-house inside counsel), in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Borrower agrees to indemnify the each Agent and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of the Financing Documents, this Agreement or any actual or proposed use of proceeds of Loans hereunder; PROVIDED provided that no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction.

Expenses; Indemnification. (a) The Borrower Company shall pay (i) all reasonable out-of-pocket expenses of the Agent, including fees and disbursements of special counsel for the Agent, in connection with the preparation and administration of the Financing Documentsthis Agreement, any waiver or consent thereunder hereunder or any amendment thereof hereof or any Default or alleged Default thereunder hereunder and (ii) if an Event of Default occurs, all reasonable out-of-pocket expenses incurred by the Agent or any and each Bank, including (without duplication) the fees and disbursements of outside counsel (or, in lieu thereof, the allocated cost of in-house counsel), in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Borrower Company agrees to indemnify the Agent and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "IndemniteeINDEMNITEE") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened by a Person which is not a party hereto or an Affiliate of a party hereto relating to any actual, proposed or arising out of the Financing Documents, or any actual or proposed potential use of proceeds of Loans hereunder; PROVIDED provided that no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction.

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses of the Administrative Agent, including fees and disbursements of special counsel for the Administrative Agent, in connection with the preparation and administration of this Agreement and the Financing other Credit Documents, any waiver or consent thereunder hereunder or any amendment thereof hereof or any Default or alleged Default thereunder hereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Administrative Agent or any and each Bank, including (without duplication) the fees and disbursements of outside counsel (or, in lieu thereof, and the allocated cost of in-house inside counsel), in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Borrower agrees to indemnify the Administrative Agent and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of the Financing Documents, this Agreement or any actual or proposed use of proceeds of Loans hereunder; PROVIDED provided, that no Indemnitee shall have the right to be indemnified hereunder for (i) such Indemnitee's own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction or (ii) for any loss asserted by another Indemnitee.

Expenses; Indemnification. (a) The Each Borrower shall pay (i) its Appropriate Share of all reasonable out-of-pocket expenses of the Administrative Agent, including reasonable fees and disbursements of special counsel for the AgentAgents, in connection with the preparation and administration of the Financing Documentsthis Agreement, any waiver or consent thereunder hereunder or any amendment thereof hereof or any Default or alleged Default thereunder with respect to such Borrower hereunder and (ii) if an Event of Default with respect to such Borrower occurs, all reasonable out-of-pocket expenses incurred by the Administrative Agent or any Bank, including reasonable fees and disbursements of outside counsel (or, in lieu thereof, the allocated cost of in-house counsel), in connection with such Event of Default and collection, bankruptcy, insolvency collection and other enforcement proceedings resulting therefrom. (b) The Each Borrower agrees to indemnify the each Agent and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "“Indemnitee"”) and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of the Financing Documents, this Agreement or any actual or proposed use of proceeds of Loans hereunder, in each case to the extent of such Borrower’s Appropriate Share; PROVIDED provided that no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's ’s own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction.

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonably incurred out-of-pocket expenses of the Administrative Agent, including fees and disbursements of special counsel for the Administrative Agent, in connection with the preparation and administration of the Financing Documentsthis Agreement, any waiver or consent thereunder hereunder or any amendment thereof hereof or any Default or alleged Default thereunder hereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Administrative Agent or any Bankand each Lender, including fees and disbursements of outside counsel (or, in lieu thereof, the allocated cost of in-house counsel), in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Borrower agrees to indemnify the Administrative Agent and each BankLender, their respective affiliates and the respective directors, officers, agents agents, employees and employees advisors of the foregoing (each an "Indemnitee") and hold each Indemnitee harmless from and against any and all liabilities, losses, actions, judgments, suits, damages, costs and expenses of any kind, including, without limitation, limitation the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of the Financing Documents, this Agreement or any actual or proposed use of proceeds of Loans hereunderhereunder (all the foregoing, collectively, the "indemnified liabilities"); PROVIDED provided that no Indemnitee shall have the right to be indemnified hereunder for indemnified liabilities found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from such Indemnitee's own gross negligence or willful misconduct.

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses of the Administrative Agent, including fees and disbursements of special counsel for the Administrative Agent, in connection with the preparation and administration of the Financing Loan Documents, any waiver or consent thereunder or any amendment thereof or any Default or alleged Default thereunder hereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Administrative Agent or any and each Bank, including fees and disbursements of outside counsel (or, in lieu thereof, the allocated cost of in-house counsel), in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Borrower agrees to indemnify the Administrative Agent and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "IndemniteeINDEMNITEE") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of the Financing Documents, this Agreement or any actual or proposed use of proceeds of Loans hereunder; PROVIDED provided that no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction.

Expenses; Indemnification. (a) The Borrower Principal shall promptly pay (i) all reasonable out-of-pocket expenses of the AgentEDC, including fees and disbursements of special counsel for the AgentEDC, in connection with the preparation and administration of any of the Financing Facility Documents, any waiver or consent thereunder hereunder or any amendment thereof hereof or any Default or alleged Default thereunder hereunder and (ii) if an Event of Default occurs, all reasonable out-of-pocket expenses incurred by the Agent or any BankEDC, including (without duplication) the fees and disbursements of outside counsel (or, in lieu thereof, the allocated cost of in-house counsel), in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Borrower Principal agrees to indemnify the Agent and each BankEDC, their respective its affiliates and the respective directors, officers, agents and employees of the foregoing (each an "“Indemnitee"”) and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened by a Person which is not a party hereto or an affiliate of a party hereto relating to (i) any actual, proposed or arising out potential use of the Financing DocumentsFacilities or (ii) the release of any collateral subject to any Liens of any security held by or for the benefit of EDC prior to the date hereof and the termination of any Liens or agreements, documents or any actual or proposed use of proceeds of Loans hereunderinstruments relating thereto; PROVIDED provided that no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's ’s own gross negligence or willful misconductwilful misconduct as determined by a court of competent jurisdiction.

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable and customary out-of-pocket expenses of the Agent, including fees and disbursements of special counsel for the Agent, in connection with the preparation and administration of the Financing Documentsthis Agreement, any waiver or consent thereunder hereunder or any amendment thereof hereof or any Default or alleged Default thereunder hereunder and (ii) if an Event of Default occurs, all reasonable and customary out-of-pocket expenses incurred by the Agent or any and each Bank, including (without duplication) the fees and disbursements of outside counsel (or, in lieu thereof, and the allocated cost of in-house inside counsel), in connection with such Event of Default and any collection, bankruptcy, insolvency and other enforcement proceedings resulting therefromfrom such Event of Default. (b) The Borrower agrees to indemnify the Agent and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "IndemniteeINDEMNITEE") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of the Financing Documents, this Agreement or any actual or proposed use of proceeds of Loans hereunder; PROVIDED , provided that no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction.

Expenses; Indemnification. (a) The Borrower Company shall pay (i) all reasonable out-of-pocket expenses of the Administrative Agent, including fees and disbursements of special counsel for the Administrative Agent, in connection with the preparation and administration of the Financing Documentsthis Agreement, any waiver or consent thereunder hereunder or any amendment thereof hereof or any Default or alleged Default thereunder hereunder and (ii) if an Event of Default occurs, all reasonable out-of-pocket expenses incurred by the Administrative Agent or any and each Bank, including (without duplication) the fees and disbursements of outside counsel (or, in lieu thereof, and the allocated cost of in-house inside counsel), in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Borrower Company agrees to indemnify the each Agent and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "“Indemnitee"”) and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of the Financing Documents, this Agreement or any actual or proposed use of proceeds of Loans hereunder; PROVIDED provided that no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's ’s own gross negligence or willful misconductmisconduct or breach of an express obligation under this Agreement as determined by a final, non-appealable judgment of a court of competent jurisdiction. (c) Each party hereto waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding relating to the Agreement any special, exemplary, punitive or consequential damages.

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses of the Agent, including reasonable fees and disbursements of special counsel for the Agent, in connection with the preparation and administration of the Financing Documentsthis Agreement, any waiver or consent thereunder hereunder or any amendment thereof hereof or any Default or alleged Default thereunder hereunder and (ii) if an Event of Default occurs, all reasonable out-of-pocket expenses incurred by the Agent or any and each Bank, including reasonable fees and disbursements of outside counsel (or, in lieu thereof, the allocated cost of in-house counsel), in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Borrower agrees to indemnify the Agent and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and reasonable out-of-pocket expenses of any kind, kind (including, without limitation, the reasonable fees and disbursements of counsel, ) which may be were actually incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of the Financing Documents, this Agreement or any actual or proposed use of proceeds of Loans hereunder; PROVIDED provided that no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconduct.

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses of the Agent, including reasonable fees and disbursements of special counsel for the Agent, in connection with the preparation and administration of the Financing Documentsthis Agreement, any waiver or consent thereunder hereunder or any amendment thereof hereof or any Default or alleged Default thereunder hereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Agent or any and each Bank, including (without duplication) the fees and disbursements of outside counsel (or, in lieu thereof, the allocated cost of in-house counsel), in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Borrower agrees to indemnify the Agent and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of the Financing Documents, this Agreement or any actual or proposed use of proceeds of Loans hereunder; PROVIDED provided that no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction.

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses of the Agent, including reasonable fees and disbursements of special counsel for the Agent, in connection with the preparation and administration of the Financing Documentsthis Agreement, any waiver or consent thereunder hereunder or any amendment thereof hereof or any Default or alleged Default thereunder hereunder and (ii) if an Event of Default occurs, all reasonable out-of-pocket expenses incurred by the Agent or any and each Bank, including the reasonable fees and disbursements of outside counsel (or, in lieu thereof, the allocated cost of in-house counsel), in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Borrower agrees to indemnify the Agent and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of the Financing Documents, this Agreement or any actual or proposed use of proceeds of Loans hereunder; PROVIDED provided that no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction.

Expenses; Indemnification. (a) The Borrower Company shall pay (i) all out-of-pocket expenses of the Agent, including reasonable fees and disbursements expenses of special counsel for the Agent, Agents in connection with the preparation of this Agreement (or the amendment, modification or waiver thereof) as previously agreed upon between the Company, the Arrangers and administration of the Financing Documents, any waiver or consent thereunder or any amendment thereof or any Default or alleged Default thereunder Agents and (ii) if an Event of Default occurs, all reasonable out-of-pocket expenses incurred by the Agent or any BankAgents and the Banks, including reasonable fees and disbursements expenses of outside counsel (or, in lieu thereof, the allocated cost of including in-house counsel), in connection with such Event of Default and collection, bankruptcy, insolvency collection and other enforcement proceedings resulting therefrom. (b) The Borrower Company agrees to indemnify the each Agent and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "“Indemnitee"”) and hold each Indemnitee harmless from and against (and to reimburse each Indemnitee on demand for) any and all claims, liabilities, losses, damages, costs and reasonable expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with response to or in defense of any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of the Financing Documents, this Agreement or any actual or proposed use of proceeds of Loans hereunderhereunder or any related transaction; PROVIDED provided that no Indemnitee shall have the right to be indemnified hereunder (i) to the extent such indemnification relates to relationships of, between or among each of, or any of, the Agents, the Banks or any Assignee or Participant or (ii) for such Indemnitee's ’s own gross negligence or willful misconduct.

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonably incurred out-of-pocket expenses of the AgentAgents, including fees and disbursements of special counsel for the AgentAgents, in connection with the preparation and administration of the Financing Documentsthis Agreement, any waiver or consent thereunder hereunder or any amendment thereof hereof or any Default or alleged Default thereunder hereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Administrative Agent or any and each Bank, including fees and disbursements of outside counsel (or, in lieu thereof, the allocated cost of in-house counsel), in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Borrower agrees to indemnify the each Agent and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an ""Indemnitee") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of the Financing Documents, this Agreement or any actual or proposed use of proceeds of Loans hereunder; PROVIDED provided that no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconduct.

Expenses; Indemnification. (a) The Borrower Borrowers shall be jointly and severally obligated to pay (i) all reasonable out-of-pocket expenses of the Administrative Agent, including reasonable fees and disbursements of special counsel for the Administrative Agent, in connection with the preparation and administration of the Financing Documentsthis Agreement, any waiver or consent thereunder hereunder or any amendment thereof hereof or any Default or alleged Default thereunder hereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Administrative Agent or any and each Bank, including reasonable fees and disbursements of outside counsel (orwhich may include, in lieu thereofwithout duplication of costs of outside counsel, the allocated cost costs of in-house staff counsel), in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Borrower agrees Borrowers jointly and severally agree to indemnify the each Agent and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "“Indemnitee"”) and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of the Financing Documents, this Agreement or any actual or proposed use of proceeds of Loans hereunder; PROVIDED provided that no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's ’s own gross negligence or willful misconduct.

Expenses; Indemnification. (a) The Borrower shall pay (i) all out-of-pocket expenses of the Agent, including fees and disbursements of special counsel for the Agent, in connection with the preparation and administration of the Financing Documentsthis Agreement, any waiver or consent thereunder hereunder or any amendment thereof hereof or any Default or alleged Default thereunder hereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Agent or any and each Bank, including (without duplication) the fees and disbursements of outside counsel (or, in lieu thereof, and the allocated cost of in-house inside counsel), in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Borrower agrees to indemnify the Agent and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel and allocated cost of inside counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of the Financing Documents, this Agreement or any actual or proposed use of proceeds of Loans hereunder; PROVIDED provided that no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence negligence, willful misconduct or willful misconductviolation of any express provision of this Agreement as determined by a court of competent jurisdiction.

Expenses; Indemnification. (a) The Borrower Company shall pay (i) all reasonable out-of-pocket expenses of the Agent, including fees and disbursements of special counsel for the Agent, in connection with the preparation and administration of the Financing Documentsthis Agreement, any waiver or consent thereunder hereunder or any amendment thereof hereof or any Default or alleged Default thereunder hereunder and (ii) if an Event of Default occurs, all reasonable out-of-pocket expenses incurred by the Agent or any and each Bank, including (without duplication) the fees and disbursements of outside counsel (or, in lieu thereof, the allocated cost of in-house counsel), in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Borrower Company agrees to indemnify the Agent and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened by a Person which is not a party hereto or an Affiliate of a party hereto relating to any actual, proposed or arising out of the Financing Documents, or any actual or proposed potential use of proceeds of Loans hereunder; PROVIDED provided that no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconduct.misconduct as determined by a court of competent jurisdiction. 37

Expenses; Indemnification. (a) The Borrower Company shall pay (i) all reasonable out-of-pocket expenses of the Agent, including fees and disbursements of special counsel for the Agent, in connection with the preparation and administration of the Financing Documentsthis Agreement, any waiver or consent thereunder hereunder or any amendment thereof hereof or any Default or alleged Default thereunder hereunder and (ii) if an Event of Default occurs, all reasonable out-of-pocket expenses incurred by the Agent or any and each Bank, including (without duplication) the fees and disbursements of outside counsel (or, in lieu thereof, the allocated cost of in-house counsel), in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Borrower Company agrees to indemnify the Agent and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened by a Person which is not a party hereto or an Affiliate of a party hereto relating to any actual, proposed or arising out of the Financing Documents, or any actual or proposed potential use of proceeds of Loans hereunder; PROVIDED provided that no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction.

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonably incurred out-of-pocket expenses of the AgentAgents, including fees and disbursements of special counsel for the AgentAgents, in connection with the preparation and administration of the Financing Documentsthis Agreement, any waiver or consent thereunder hereunder or any amendment thereof hereof or any Default or alleged Default thereunder hereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Administrative Agent or any and each Bank, including fees and disbursements of outside counsel (or, in lieu thereof, the allocated cost of in-house counsel), in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Borrower agrees to indemnify the each Agent and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an ""Indemnitee") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, limitation the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of the Financing Documents, this Agreement or any actual or proposed use of proceeds of Loans hereunder; PROVIDED provided that no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconduct.

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses of the AgentAgents, including fees and disbursements of special counsel for the AgentAgents, in connection with the preparation and administration of the Financing Documentsthis Agreement, any waiver or consent thereunder or any amendment thereof or any Default or alleged Default thereunder and (ii) if an Event of Default occurs, all reasonable out-of-pocket expenses incurred by the Administrative Agent or any and each Bank, including (without duplication) the fees and disbursements of outside counsel (or, in lieu thereof, and the allocated cost of in-house inside counsel), in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Borrower agrees to indemnify the each Agent and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") and hold each Indemnitee Indenmitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of the Financing Documents, this Agreement or any actual or proposed use of proceeds of Loans hereunderthereunder; PROVIDED provided that no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction.

Expenses; Indemnification. (a) The Borrower shall pay (i) all out-of-pocket expenses of the each Agent, including reasonable fees and disbursements of special counsel for the AgentAgents, in connection with the preparation and administration of the Financing Documentsthis Agreement, any waiver or consent thereunder hereunder or any amendment thereof hereof or any Default or alleged Default thereunder hereunder and (ii) if an Event of Default occursoccurs and is continuing, all out-of-pocket expenses incurred by the each Agent or any and each Bank, including (without duplication) the fees and disbursements of outside counsel (or, in lieu thereof, and the allocated cost of in-house inside counsel), in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Borrower agrees to indemnify the each Agent and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counselcounsel and settlement costs, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of the Financing Documents, this Agreement or any actual or proposed use of proceeds of Loans hereunder; PROVIDED provided that no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction.

Expenses; Indemnification. (a) The Borrower Borrowers shall pay (i) all out-–of-–pocket expenses of the Administrative Agent, including fees and disbursements of special counsel for the Administrative Agent, in connection with the preparation and administration of this Agreement and the Financing other Credit Documents, any waiver or consent thereunder hereunder or any amendment thereof hereof or any Default or alleged Default thereunder hereunder and (ii) if an Event of Default occurs, all out-–of-–pocket expenses incurred by the Administrative Agent or any and each Bank, including (without duplication) the fees and disbursements of outside counsel (or, in lieu thereof, and the allocated cost of in-house inside counsel), in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Borrower agrees Borrowers agree to indemnify the Administrative Agent and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "“Indemnitee"”) and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of the Financing Documents, this Agreement or any actual or proposed use of proceeds of Loans hereunder; PROVIDED provided, that no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's ’s own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction.

Expenses; Indemnification. (a) The Borrower Borrowers shall be jointly and severally obligated to pay (i) all reasonable out-of-pocket expenses of the Administrative Agent, including reasonable fees and disbursements of special counsel for the Administrative Agent, in connection with the preparation and administration of the Financing Documentsthis Agreement, any waiver or consent thereunder hereunder or any amendment thereof hereof or any Default or alleged Default thereunder hereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Administrative Agent or any and each Bank, including reasonable fees and disbursements of outside counsel (orwhich may include, in lieu thereofwithout duplication of costs of outside counsel, the allocated cost costs of in-house staff counsel), in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Borrower agrees Borrowers jointly and severally agree to indemnify the each Agent and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "IndemniteeINDEMNITEE") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of the Financing Documents, this Agreement or any actual or proposed use of proceeds of Loans hereunder; PROVIDED provided that no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconduct.

Expenses; Indemnification. (a) The Borrower Principal shall promptly pay (i) all reasonable out-of-pocket expenses of the AgentEDC, including fees and disbursements of special counsel for the AgentEDC, in connection with the preparation and administration of any of the Financing Facility Documents, any waiver or consent thereunder hereunder or any amendment thereof hereof or any Default or alleged Default thereunder hereunder and (ii) if an Event of Default occurs, all reasonable out-of-pocket expenses incurred by the Agent or any BankEDC, including (without duplication) the fees and disbursements of outside counsel (or, in lieu thereof, the allocated cost of in-house counsel), in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Borrower Principal agrees to indemnify the Agent and each BankEDC, their respective its affiliates and the respective directors, officers, agents and employees of the foregoing (each an "IndemniteeINDEMNITEE") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened by a Person which is not a party hereto or an affiliate of a party hereto relating to any actual, proposed or arising out potential use of the Financing Documents, or any actual or proposed use of proceeds of Loans hereunderFacilities; PROVIDED provided that no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconductwilful misconduct as determined by a court of competent jurisdiction.

Expenses; Indemnification. (a) The Borrower shall pay within thirty (30) days after written notice from the Administrative Agent, (i) for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the Agenttransactions contemplated hereby and thereby, including the reasonable and documented fees and disbursements of special counsel for to the Agent, in connection with the preparation and administration of the Financing Documents, any waiver or consent thereunder or any amendment thereof or any Default or alleged Default thereunder Administrative Agent and (ii) if an Event of Default occurs, all reasonable out-of-pocket expenses incurred by the Administrative Agent or any and each Bank, including including, without limitation, reasonable and invoiced fees and disbursements of outside counsel (or, in lieu thereof, for the allocated cost Administrative Agent and each of in-house counsel)the Banks, in connection with the enforcement of the Loan Documents and the instruments referred to therein and such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefromtherefrom (provided, however obligated under this subsection (a)(ii) shall be limited to the reasonable and invoiced non-duplicative fees and disbursements of (A) counsel for the Administrative Agent, and (B) counsel for all of the Banks as a group; and provided, further, that all other costs and expenses for which the Borrower is obligated under this subsection (a)(ii) shall be limited to the reasonable and invoiced non-duplicative costs and expenses of the Administrative Agent). For purposes of this subsection (a)(ii), (1) counsel for the Administrative Agent shall mean a single outside law firm representing the Administrative Agent and (2) counsel for all of the Banks as a group shall mean a single outside law firm representing such Banks as a group (which law firm may or may not be the same law firm representing the Administrative Agent). (b) The Borrower agrees to indemnify the each Agent and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding that may at any time (whether including, without limitation, at any time following the payment of the Obligations) be asserted against any Indemnitee, as a result of, or not such Indemnitee shall be designated a party thereto) brought arising out of, or threatened relating in any way related to or by reason of, (i) any of the transactions contemplated by the Loan Documents or the execution, delivery or performance of any Loan Document, (ii) any violation by the Borrower or the Environmental Affiliates of any applicable Environmental Law, (iii) any Environmental Claim arising out of the Financing Documentsmanagement, use, control, ownership or operation of property or assets by the Borrower or any of the Environmental Affiliates, including, without limitation, all on-site and off-site activities of the Borrower or any Environmental Affiliate involving Materials of Environmental Concern, or (iv) the breach of any actual environmental representation or proposed use warranty set forth herein, but excluding those liabilities, losses, damages, costs and expenses (a) for which such Indemnitee has been compensated pursuant to the terms of proceeds this Agreement or that are excluded under Section 8.3, (b) incurred solely by reason of Loans hereunder; PROVIDED that no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconduct.misconduct of such Indemnitee as determined by a final judgment of a court of competent jurisdiction, (c) arising from any violation of Environmental Law relating to a Property, which violation is caused by the act or omission of such Indemnitee after such Indemnitee takes possession of such Property or (d) owing by such Indemnitee to any third party based upon contractual obligations of such Indemnitee owing to such third party which are not expressly set forth in the Loan Documents. In addition, the indemnification set forth in this Section 9.3(b) in favor of any director, officer, agent or employee of any Agent or any Bank shall be solely in their respective shall survive the termination of this Agreement and the payment of the Obligations. Without limitation of

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses of the Arranger and Syndication Agent, including reasonable fees and disbursements of special counsel for the Arranger and Syndication Agent, in connection with the negotiation and preparation of this Agreement, (ii) all reasonable out-of-pocket expenses of the Arranger and Syndication Agent and the Administrative Agent, including reasonable fees and disbursements of special counsel for the Arranger and Syndication Agent, in connection with the administration of the Financing Documentsthis Agreement, any waiver or consent thereunder hereunder or any amendment thereof hereof or any Default or alleged Default thereunder hereunder and (iiiii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Arranger and Syndication Agent or any Bank, and each Bank Party including (without duplication) the fees and disbursements of outside special counsel (or, in lieu thereof, and the allocated cost of in-house internal counsel), in connection with such Event of Default and any collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Borrower agrees to indemnify the Agent and each BankBank Party, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of the Financing Documents, this Agreement or any actual or proposed use of proceeds of Loans hereunder; PROVIDED provided that no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction.

Expenses; Indemnification. (a) The Borrower AES shall pay (i) all out-of-pocket expenses of the Agent, including reasonable fees and disbursements of special counsel for the Agent, in connection with the preparation and administration of this Agreement and the other Financing Documents, any waiver or consent thereunder hereunder or any amendment thereof hereof or any Default or alleged Default thereunder hereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Agent or any Agent, each Fronting Bank and each Bank, including (without duplication) the fees and disbursements of outside counsel (or, in lieu thereof, and the allocated cost of in-house inside counsel), in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Borrower AES agrees to indemnify the Agent Agent, each Fronting Bank and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "IndemniteeINDEMNITEE") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of the Financing Documents, Documents or any actual or proposed use of proceeds of Loans or Letters of Credit hereunder or the issuance or deemed issuance of any Letter of Credit hereunder; PROVIDED that no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction.

Expenses; Indemnification. (a) The Borrower shall pay (i) all out-of-pocket expenses of the each Agent, including fees and disbursements of special counsel for the AgentAgents, in connection with the preparation and administration of the Financing Documentsthis Agreement, any waiver or consent thereunder hereunder or any amendment thereof hereof or any Default or alleged Default thereunder hereunder and (ii) if an Event of Default occursoccurs and is continuing, all out-of-pocket expenses incurred by the each Agent or any Bankand each Lender, including (without duplication) the fees and disbursements of outside counsel (or, in lieu thereof, and the allocated cost of in-house inside counsel), in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Borrower agrees to indemnify the each Agent and each BankLender, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "IndemniteeINDEMNITEE") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counselcounsel and settlement costs, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of the Financing Documents, this Agreement or any actual or proposed use of proceeds of Loans hereunder; PROVIDED provided that no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction.

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses of the Administrative Agent, including fees and disbursements of special counsel for the Administrative Agent, in connection with the preparation and administration of this Agreement and the Financing other Credit Documents, any waiver or consent thereunder hereunder or any amendment thereof hereof or any Default or alleged Default thereunder hereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Administrative Agent or any and each Bank, including (without duplication) the fees and disbursements of outside counsel (or, in lieu thereof, and the allocated cost of in-house inside counsel), in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Borrower agrees to indemnify the Administrative Agent and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of the Financing Documents, this Agreement or any actual or proposed use of proceeds of Loans hereunder; PROVIDED provided, that no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconduct.be

Expenses; Indemnification. (a) The Borrower shall pay (i) all out-of-pocket expenses of the Agent, Agents (including the fees and disbursements expenses of special Davi▇ ▇▇▇▇ & ▇ard▇▇▇▇, ▇▇ecial counsel for the Agent, Agents) in connection with the preparation and administration of the Financing Documentsthis Agreement, any waiver or consent thereunder hereunder or any amendment thereof hereof or any Default or alleged Default thereunder hereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the each Agent or any and Bank, including (without duplication) the fees and disbursements of outside counsel (or, in lieu thereof, and the allocated cost of in-house inside counsel), in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Borrower agrees to indemnify the each Agent and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "IndemniteeINDEMNITEE") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of the Financing Documents, this Agreement or any actual or proposed use of proceeds of Loans hereunder; PROVIDED provided that no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction.

Expenses; Indemnification. (a) The Borrower Company shall pay (i) all out-of-pocket expenses of the AgentIssuing Bank, including fees and disbursements of special counsel for the Agentcounsel, in connection with the preparation and administration of the Financing Documentsthis Agreement, any waiver or consent thereunder hereunder or any amendment thereof hereof or any Default or alleged Default thereunder hereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Agent or any Issuing Bank and each Bank, including (without duplication) the fees and disbursements of outside counsel (or, in lieu thereof, and the allocated cost of in-house internal counsel), in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Borrower Company agrees to indemnify the Agent and Issuing Bank, each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "IndemniteeINDEMNITEE") and hold each Indemnitee harmless from and against any and all liabilities, claims, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of this Agreement or the Financing Documents, Letters of Credit or any actual or proposed use of the proceeds of Loans hereunderdrawings under the Letters of Credit; PROVIDED that no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction.

Expenses; Indemnification. (a) The Borrower shall pay (i) all out-of-pocket expenses of the Administrative Agent, including fees and disbursements of special counsel for the Administrative Agent, in connection with the preparation and administration of the Financing Documentsthis Agreement, any waiver or consent thereunder hereunder or any amendment thereof hereof or any Default or alleged Default thereunder hereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Agent or any Bankeach Lender Party, including (without duplication) the fees and disbursements of outside counsel (or, in lieu thereof, and the allocated cost of in-house inside counsel), in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Borrower agrees to indemnify the Agent and each BankLender Party, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "IndemniteeINDEMNITEE") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of the Financing Documents, this Agreement or any actual or proposed use of proceeds of Loans hereunder; PROVIDED provided that no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction.

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable, documented out-of-pocket expenses of the Agentexpenses, including the reasonable fees and disbursements expenses of special counsel for the Agent, Administrative Agent in connection with the preparation and administration of the Financing Documents, any waiver or consent thereunder or any amendment thereof or any Default or alleged Default thereunder this Agreement and (ii) if an Event of Default occurs, all reasonable, documented out-of-pocket expenses incurred by the Administrative Agent or any Bankand the Lenders, including reasonable fees and disbursements expenses of outside counsel (or, in lieu thereof, the allocated cost of in-house counsel), in connection with such Event of Default and collection, bankruptcy, insolvency collection and other enforcement proceedings resulting therefrom. (b) The Borrower agrees to indemnify the Administrative Agent and each BankLender, their respective affiliates and the respective directors, officers, agents Administrative Agents and employees of the foregoing (each an "“Indemnitee"”) and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and reasonable expenses of any kind, including, without limitation, the reasonable reasonable, documented fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with response to or in defense of any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened against the Administrative Agent or any Lender relating to or arising out of the Financing Documents, this Agreement or any actual or proposed use of proceeds of Loans hereunderLoans; PROVIDED provided that no Indemnitee shall have the right to be indemnified hereunder (i) to the extent such indemnification relates to relationships between or among each of, or any of, the Administrative Agent, the Lenders or any Assignee or Participant or (ii) for such Indemnitee's ’s own gross negligence or willful misconductmisconduct or any bad faith breach by such Indemnitee of any of its material obligations hereunder as determined by a court of competent jurisdiction.

Expenses; Indemnification. (a) The Borrower shall pay (i) all out-of-pocket expenses of the AgentAgents, including fees and disbursements of special counsel for the AgentAgents, in connection with the preparation and administration of the Financing Documents, any waiver or consent thereunder or any amendment thereof or any Default or alleged Default thereunder hereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the each Agent or any and Bank, including (without duplication) the fees and disbursements of outside counsel (or, in lieu thereof, and the allocated cost of in-house inside counsel), in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Borrower agrees to indemnify the each Agent and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of the Financing Documents, this Agreement or any actual or proposed use of proceeds of Loans hereunder; PROVIDED that no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconduct.Loans

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses of the Administrative Agent, including reasonable fees and disbursements of special counsel for the Administrative Agent, in connection with the preparation and administration of the Financing Documentsthis Agreement, any waiver or consent thereunder hereunder or any amendment thereof hereof or any Default or alleged Default thereunder hereunder and (ii) if an Event of Default occurs, all reasonable out-of-pocket expenses incurred by the Administrative Agent or any and each Bank, including (without duplication) the reasonable fees and disbursements of outside counsel (or, in lieu thereof, the allocated cost of in-house counsel), in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Borrower agrees to indemnify the each Agent and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of the Financing Documents, this Agreement or any actual or proposed use of proceeds of Loans hereunder; PROVIDED provided that no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction.

Expenses; Indemnification. (a) The Borrower shall pay (i) all out-of-pocket expenses of the Administrative Agent, including fees and disbursements of special counsel for the Administrative Agent, in connection with the preparation and administration of the Financing Documentsthis Agreement, any waiver or consent thereunder hereunder or any amendment thereof hereof or any Default or alleged Default thereunder hereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Agent or any Bankeach Lender Party, including (without duplication) the fees and disbursements of outside counsel (or, in lieu thereof, and the allocated cost of in-house inside counsel), in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Borrower agrees to indemnify the Agent and each BankLender Party, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of the Financing Documents, this Agreement or any actual or proposed use of proceeds of Loans hereunder; PROVIDED provided that no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction.

Expenses; Indemnification. (a) The Borrower shall pay (i) all out-of-pocket expenses of the each Agent, including fees and disbursements of special counsel for the AgentAgents, in connection with the preparation and administration of the Financing Documentsthis Agreement, any waiver or consent thereunder hereunder or any amendment thereof hereof or any Default or alleged Default thereunder hereunder and (ii) if an Event of Default occursoccurs and is continuing, all out-of-pocket expenses incurred by the each Agent or any Bankand each Lender, including (without duplication) the fees and disbursements of outside counsel (or, in lieu thereof, and the allocated cost of in-house inside counsel), in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Borrower agrees to indemnify the each Agent and each BankLender, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counselcounsel and settlement costs, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of the Financing Documents, this Agreement or any actual or proposed use of proceeds of Loans hereunder; PROVIDED provided that no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction.

Expenses; Indemnification. (a) The Borrower shall pay Company agrees to promptly pay, whether or not any Loan is made hereunder: (i) all out-of-pocket expenses of the Agent, including reasonable fees and disbursements of the special counsel for to the Agent, Agent in connection with the negotiation of this Agreement, preparation for the initial Borrowing hereunder and administration of the Financing Documents, any waiver or consent thereunder or any amendment thereof or any Default or alleged Default thereunder hereof and (ii) if an Event costs of Default occurs, all out-of-pocket expenses collection or enforcement incurred by the Agent or any Bank, Bank (including fees and disbursements of outside counsel (or, in lieu thereof, the allocated cost of costs for in-house counsel), legal services and reasonable counsel fees) in connection with such any Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefromor any effort to collect sums past due hereunder. (b) The Borrower Company agrees to indemnify the Agent and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counselcounsel (including allocated costs for in-house legal service), which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of the Financing Documents, this Agreement or any actual or proposed use of proceeds of Loans hereunder; PROVIDED provided that no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction. This indemnity shall not apply to claims by a Bank and/or its affiliates against another Bank and/or its affiliates.

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses of the AgentAgents, including fees and disbursements of special counsel for the AgentAgents, in connection with the preparation and administration of the Financing Documentsthis Agreement, any waiver or consent thereunder or any amendment thereof or any Default or alleged Default thereunder and (ii) if an Event of Default occurs, all reasonable out-of-pocket expenses incurred incur-red by the Administrative Agent or any and each Bank, including (without duplication) the fees and disbursements of outside counsel (or, in lieu thereof, and the allocated cost of in-house inside counsel), in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Borrower agrees to indemnify the each Agent and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of the Financing Documents, this Agreement or any actual or proposed use of proceeds of Loans hereunderthereunder; PROVIDED provided that no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconductmisconduct as deter-mined by a court of competent jurisdiction.

Expenses; Indemnification. (a) The Borrower shall pay (i) all out-of-pocket reasonable out‑of‑pocket expenses of the Agent, including reasonable fees and disbursements of special counsel for the Agent, in connection with the preparation and administration of the Financing Documentsthis Agreement, any waiver or consent thereunder hereunder or any amendment thereof hereof or any Default or alleged Default thereunder hereunder and (ii) if an Event of Default occurs, all out-of-pocket reasonable out‑of‑pocket expenses incurred by the Agent or any BankAgent, each LC Issuer and each Lender, including the reasonable fees and disbursements of outside counsel (or, in lieu thereof, the allocated cost of in-house counsel), in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Borrower agrees to indemnify the Agent Agent, each LC Issuer and each BankLender, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "“Indemnitee"”) and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of the Financing Documents, this Agreement or any Commitment hereunder or any actual or proposed use of proceeds of Loans Credit Extensions hereunder; PROVIDED provided that no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's ’s own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction.

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses of the Administrative Agent, including reasonable fees and disbursements of special counsel for the Administrative Agent, in connection with the preparation and administration of the Financing Documentsthis Agreement, any waiver or consent thereunder hereunder or any amendment thereof hereof or any Default or alleged Default thereunder hereunder and (ii) if an Event of Default occurs, all reasonable out-of-pocket expenses incurred by the each Agent or any and Bank, including the reasonable fees and disbursements of outside counsel (or, in lieu thereof, the allocated cost of in-house counsel), in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom.. 49 (b) The Borrower agrees to indemnify the each Agent and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of the Financing Documents, this Agreement or any actual or proposed use of proceeds of Loans hereunder; PROVIDED provided that no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's (i) own gross negligence or willful misconductmisconduct or (ii) default in the performance of its own express contractual duties to the Borrower, in each case as determined by a court of competent jurisdiction.

Expenses; Indemnification. (a) The Borrower shall Borrowers jointly and severally agree to pay (i) all out-of-pocket expenses of the Administrative Agent, including reasonable fees and disbursements of special counsel for the Administrative Agent, in connection with the preparation and administration of the Financing Loan Documents, any waiver or consent thereunder or any amendment thereof or any Default or alleged Default thereunder hereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by each Agent and Lender, including, without limitation and without duplication, the Agent or any Bank, including reasonable fees and disbursements of outside counsel (or, in lieu thereof, the and allocated cost of in-house inside counsel), in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Borrower agrees Borrowers jointly and severally agree to indemnify the each Agent and each BankLender, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "“Indemnitee"”) and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitationlimitation and without duplication, the reasonable fees and disbursements of outside counsel and allocated cost of inside counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of the Financing Documents, this Agreement or any actual or proposed use of proceeds of Loans or Letter of Credit hereunder; PROVIDED provided that no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's ’s own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction.

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses of the Administrative Agent, including reasonable fees and disbursements of special counsel for the Administrative Agent, in connection with the preparation and administration of the Financing Documentsthis Agreement, any waiver or consent thereunder hereunder or any amendment thereof hereof or any Default or alleged Default thereunder hereunder and (ii) if an Event of Default occurs, all reasonable out-of-pocket expenses incurred by the Administrative Agent or any Bank, including reasonable fees and disbursements of outside counsel (or, in lieu thereof, the allocated cost of in-house counsel), in connection with such Event of Default and collection, bankruptcy, insolvency collection and other enforcement proceedings resulting therefrom. (b) The Borrower agrees to indemnify the Administrative Agent and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether 49 or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of the Financing Documents, this Agreement or any actual or proposed use of proceeds of Loans hereunder; PROVIDED provided that no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction.

Expenses; Indemnification. (a) The Borrower Company shall pay (i) all reasonable out-of-pocket expenses of the Agent, including reasonable fees and disbursements of special counsel for the Agent, in connection with the preparation and administration of the Financing Documentsthis Agreement, any waiver or consent thereunder hereunder or any amendment thereof hereof or any Default or alleged Default thereunder hereunder and (ii) if an Event of Default occurs, all reasonable out-of-pocket expenses incurred by the Agent or any BankAgent, each LC Issuer and each Lender, including the reasonable fees and disbursements of outside counsel (or, in lieu thereof, the allocated cost of in-house counsel), in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Borrower Company agrees to indemnify the Agent Agent, each LC Issuer and each BankLender, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "“Indemnitee"”) and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of the Financing Documents, this Agreement or any Commitment hereunder or any actual or proposed use of proceeds of Loans Credit Extensions hereunder; PROVIDED provided that no Indemnitee shall have the right to be indemnified hereunder (i) for such Indemnitee's own the gross negligence or willful misconduct.misconduct of such Indemnitee or any of its Controlled Related Parties or in connection with a material breach by such Indemnitee or any of its Controlled Related Parties of its obligations under this Agreement or any other Loan Document, in each case, as determined by a court of competent jurisdiction by a final and nonappealable judgment or (ii) to the extent such losses, damages, costs and expenses arise from a dispute that does not involve any action or omission by the Company or any of its Affiliates

Expenses; Indemnification. (a) The Borrower Company shall pay (i) all out-of-pocket expenses of the Administrative Agent, including reasonable fees and disbursements of special counsel for the Administrative Agent, in connection with the preparation of this Agreement (subject to any limits agreed upon in writing by the Company and administration of the Financing DocumentsAdministrative Agent), any waiver or consent thereunder hereunder or any amendment thereof hereof or any Default or alleged Default thereunder hereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Administrative Agent or any and each Bank, including (without duplication) the reasonable fees and disbursements of outside counsel (or, in lieu thereof, and the allocated cost of in-house inside counsel), in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Borrower Company agrees to indemnify the Administrative Agent and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "IndemniteeINDEMNITEE") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of outside counsel and the allocated cost of inside counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of the Financing Documents, this Agreement or any actual or proposed use of proceeds of Loans hereunder; PROVIDED provided that no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconduct.

Expenses; Indemnification. (a) The Borrower Company shall pay (i) all reasonable out-of-pocket expenses of the Agent, including reasonable fees and disbursements of special counsel for the Agent, in connection with the preparation and administration of the Financing Documentsthis Agreement, any waiver or consent thereunder hereunder or any amendment thereof hereof or any Default or alleged Default thereunder hereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Agent or any and each Bank, including (without duplication) the fees and disbursements of outside counsel (or, in lieu thereof, and the allocated cost of in-house inside counsel), in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Borrower Company agrees to indemnify the Agent and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of the Financing Documents, this Agreement or any actual or proposed use of proceeds of Loans or of Letters of Credit hereunder; PROVIDED provided that no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction.

Expenses; Indemnification. (a) The Borrower shall pay (i) all out-of-pocket expenses of the Administrative Agent, including fees and disbursements of special counsel for the Administrative Agent, in connection with the preparation and administration of the Financing Documentsthis Agreement, any waiver or consent thereunder hereunder or any amendment thereof hereof or any Default or alleged Default thereunder hereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Agent or any Bankeach Lender Party, including (without duplication) the fees and disbursements of outside counsel (or, in lieu thereof, and the allocated cost of in-house inside counsel), in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Borrower agrees to indemnify the Agent and each BankLender Party, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "IndemniteeINDEMNITEE") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of the Financing Documents, this Agreement or any actual or proposed use of proceeds of Loans hereunder; PROVIDED provided that no Indemnitee shall have the right to be indemnified 44 49 hereunder for such Indemnitee's Indemnitee"s own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction.

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses of the AgentAgent and each Co-Arranger, including reasonable fees and disbursements of Cravath, Swaine & Moore, special counsel for the AgentAgent and the Co-Arrange▇▇, in ▇n connection with the preparation and administration of this Agreement, the Financing Documentssyndication contemplated by Section 5.13, any waiver or consent thereunder hereunder or any amendment thereof hereof or any Default or alleged Default thereunder hereunder and (ii) if an Event of Default occurs, all reasonable out-of-pocket expenses incurred by the Agent or any and each Bank, including (without duplication) the reasonable fees and disbursements of outside counsel (or, in lieu thereof, and the allocated cost of in-house inside counsel), in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Borrower agrees to indemnify the Agent and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of the Financing DocumentsCommitments, the Loans or any actual or proposed use of proceeds of Loans hereunder; PROVIDED provided that no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconduct.

Expenses; Indemnification. (a) The Borrower Company shall pay (i) all reasonable out-of-pocket expenses of the Agent, including fees and disbursements of special counsel for the Agent, in connection with the preparation and administration of the Financing Documentsthis Agreement, any waiver or consent thereunder hereunder or any amendment thereof hereof or any Default or alleged Default thereunder hereunder and (ii) if an Event of Default occurs, all reasonable out-of-pocket expenses incurred by the Agent or any and each Bank, including (without duplication) the fees and disbursements of outside counsel (or, in lieu thereof, and the allocated cost of in-house inside counsel), in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Borrower Company agrees to indemnify the Agent and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "IndemniteeINDEMNITEE") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of the Financing Documents, this Agreement or any actual or proposed use of proceeds of Loans hereunder; PROVIDED provided that no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction.

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses of the Arranger and the Administrative Agent, including reasonable and documented fees and disbursements of special counsel for the Administrative Agent, in connection with the preparation and administration of the Financing Loan Documents, any waiver or consent thereunder or any amendment thereof or any Default or alleged Default thereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Administrative Agent or any Bank, and each Bank including (without duplication) the reasonable and documented fees and disbursements of outside counsel (or, in lieu thereof, and the allocated cost of in-house inside counsel), in connection with such Event of Default and collection, bankruptcy, insolvency procedure, ("concurso mercantil") and other enforcement proceedings resulting therefrom. (b) The Borrower agrees to indemnify the Administrative Agent and each Bank, their respective affiliates Affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, settlement costs and the reasonable and documented fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened threatened, relating to or arising out of from the Financing Documents, Loan Documents or any actual or proposed use of proceeds of Loans hereunder; PROVIDED provided, that no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction.

Expenses; Indemnification. (a) The Borrower AES shall pay (i) all out-of-pocket expenses of the Agent, including reasonable fees and disbursements of special counsel for the Agent, in connection with the preparation and administration of this Agreement and the other Financing Documents, any waiver or consent thereunder hereunder or any amendment thereof hereof or any Default or alleged Default thereunder hereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Agent or any Agent, each Fronting Bank and each Bank, including (without duplication) the fees and disbursements of outside counsel (or, in lieu thereof, and the allocated cost of in-house inside counsel), in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Borrower AES agrees to indemnify the Agent Agent, each Fronting Bank and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection connec tion with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of the Financing Documents, this Agreement or any actual or proposed use of proceeds of Loans or Letters of Credit hereunder or the issuance or deemed issuance of any Letter of Credit hereunder; PROVIDED that no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction.

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses of the Agent, including reasonable fees and disbursements of special counsel for the Agent, in connection with the preparation and administration of the Financing Documentsthis Agreement, any waiver or consent thereunder hereunder or any amendment thereof hereof or any Default or alleged Default thereunder hereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Agent or any and each Bank, including fees and disbursements of outside counsel (or, in lieu thereof, the allocated cost of in-house counsel), in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Borrower agrees to indemnify the Agent and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") Bank and hold each Indemnitee Bank harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee any Bank (or by the Agent in connection with its actions as Agent hereunder) in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee Bank shall be designated a party thereto) brought or threatened relating to or arising out of the Financing Documents, this Agreement or any actual or proposed use of proceeds of Loans hereunder; PROVIDED provided that no Indemnitee Bank shall have the right to be indemnified hereunder for such Indemnitee's its own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction.

Expenses; Indemnification. (a) The Borrower shall pay (i) all ------------------------- reasonable out-of-pocket expenses of the Administrative Agent, including reasonable fees and disbursements of special counsel for the Administrative Agent, in connection with the preparation and administration of the Financing Documentsthis Agreement, any waiver or consent thereunder hereunder or any amendment thereof hereof or any Default or alleged Default thereunder hereunder and (ii) if an Event of Default occurs, all reasonable out-of-pocket expenses incurred by the Agent Administrative Agent, any LC Issuer or any Bank, including reasonable fees and disbursements of outside counsel (or, in lieu thereof, the allocated cost of in-house counsel), in connection with such Event of Default and collection, bankruptcy, insolvency collection and other enforcement proceedings resulting therefrom. (b) The Borrower agrees to indemnify the Agent Administrative Agent, each LC Issuer and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") and hold ---------- each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of the Financing Documents, this Agreement or any actual or proposed use of proceeds of Loans hereunder; PROVIDED provided that no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction.

Expenses; Indemnification. (a) The Borrower shall pay (i) all out-of-pocket expenses of the Agent, including fees and disbursements of special counsel for the Agent, in connection with the preparation and administration of the Financing Loan Documents, any waiver or consent thereunder or any amendment thereof or any Default or alleged Default thereunder hereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Agent or any and each Bank, including fees and disbursements of outside counsel (or, in lieu thereof, the allocated cost of in-house counsel), in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Borrower agrees to indemnify the Agent and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "IndemniteeINDEMNITEE") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of the Financing Documents, this Agreement or any actual or proposed use of proceeds of Loans hereunder; PROVIDED provided that no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction.

Expenses; Indemnification. (a) The Borrower Company shall pay (i) all out-of-pocket expenses of the Administrative Agent, including fees and disbursements of special counsel for the AgentAdministrative Agent and the Arrangers, in connection with the preparation and administration of the Financing Loan Documents, any waiver or consent thereunder or any amendment thereof or any Default or alleged Default thereunder hereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Administrative Agent or any Bankand each Lender, including fees and disbursements of outside counsel (or, in lieu thereof, the allocated cost of in-house counsel), in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Borrower Company agrees to indemnify the each Agent and each BankLender, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "“Indemnitee"”) and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of the Financing Documents, this Agreement or any actual or proposed use of proceeds of Loans hereunder; PROVIDED provided that no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's ’s own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction.

Expenses; Indemnification. (a) The Borrower Company shall pay (i) all reasonable out-of-pocket expenses of the AgentAgent and (in the case of expenses relating to any Letter of Credit) each Issuing Bank, including fees and disbursements of special counsel for the Agent, in connection with the preparation and administration of this Agreement and the Financing other Loan Documents, any waiver or consent hereunder or thereunder or any amendment hereof or thereof or any Default or alleged Default thereunder hereunder and (ii) if an Event of Default occurs, all reasonable out-of-pocket expenses incurred by the Agent or any Agent, each Issuing Bank and each Bank, including reasonable fees and disbursements of outside counsel (or, in lieu thereof, the allocated cost of in-house counsel), in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Borrower Company agrees to indemnify the Agent Agent, each Issuing Bank and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") and hold each such Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kindkind (including any of the foregoing with respect to Environmental Laws applicable to the Company or any Subsidiary), including, without limitation, the reasonable fees and disbursements of counsel, which may be actually incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of the Financing Documents, Loan Documents or any actual or proposed use of proceeds of Loans or Letters of Credit hereunder; PROVIDED provided that no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's its own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction.

Expenses; Indemnification. (a) The Borrower Borrowers shall pay (i) all out-of-pocket expenses of the Agent, including fees and disbursements of special counsel for to the Agent, in connection with the preparation and administration of the Financing Documentsthis Agreement, any waiver or consent thereunder hereunder or any amendment thereof hereof or any Default or alleged Default thereunder hereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Agent or any and each Bank, including (without duplication) the fees and disbursements of outside counsel (or, in lieu thereof, and the allocated cost of in-house inside counsel), in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Borrower agrees Borrowers agree to indemnify the Agent and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "IndemniteeINDEMNITEE") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, counsel which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of the Financing Documents, this Agreement or any actual or proposed use of proceeds of Loans hereunder; PROVIDED provided that no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction.

Expenses; Indemnification. (a) The Borrower Company shall pay (i) all out-of-pocket expenses of the AgentPurchaser, including reasonable fees and disbursements of special counsel for the AgentPurchaser, in connection with the preparation preparation, negotiation and administration of the Financing Documents, any waiver or consent thereunder hereunder or any amendment thereof hereof or any Default or alleged Default thereunder hereunder and (ii) if an Event of Default occurs, all reasonable out-of-pocket expenses incurred by the Agent or any BankPurchaser, including (without duplication) the reasonable fees and disbursements of outside counsel (or, in lieu thereof, the allocated cost of in-house counsel), in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Borrower Company agrees to indemnify the Agent and each BankPurchaser, their its respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "IndemniteeINDEMNIFIED PERSON" and in the aggregate, "INDEMNIFIED PERSONS") and hold each Indemnitee Indemnified Person harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee Indemnified Person in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee Indemnified Person shall be designated a party thereto) brought or threatened relating to or arising out of the Financing Documents, this Agreement or any actual or proposed use of proceeds of Loans the issuance and sale of the Note hereunder; PROVIDED provided that no Indemnitee Indemnified Person shall have the right to be indemnified hereunder for such IndemniteeIndemnified Person's own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction.

Expenses; Indemnification. (a) The Borrower Company shall pay (i) all out-of-pocket expenses of the AgentAgents, including reasonable fees and disbursements of special counsel for the AgentAgents, in connection with the preparation and administration of the Financing Documentsthis Agreement, any waiver or consent thereunder hereunder or any amendment thereof hereof or any Default or alleged Default thereunder hereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the either Agent or any and each Bank, including fees and disbursements of outside counsel (or, in lieu thereof, the allocated cost which counsel may be an employee of in-house counselsuch Bank), in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Borrower Company agrees to indemnify the each Agent and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each each, an "Indemniteeindemnitee") and hold each Indemnitee indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counselcounsel (which counsel may be an employee of such indemnitee), which may be incurred by such Indemnitee indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of the Financing Documents, this Agreement or any actual or proposed use of proceeds of Loans hereunder; PROVIDED provided that no Indemnitee indemnitee shall have the right to be indemnified hereunder for such Indemnitee's its own gross negligence or willful misconductmisconduct or breach of its obligations under this Agreement as determined by a court of competent jurisdiction.

Expenses; Indemnification. (a) The Borrower Guarantor shall pay (without duplication of any such amounts paid by the Borrower) (i) all reasonable and customary out-of-pocket expenses of the Agent, including fees and disbursements of special counsel for the Agent, in connection with the preparation and administration of the Financing Documentsthis Agreement, any waiver or consent thereunder hereunder or any amendment thereof hereof or any Default or alleged Default thereunder hereunder and (ii) if an Event of Default occurs, all reasonable and customary out-of-pocket expenses incurred by the Agent or any and each Bank, including (without duplication) the fees and disbursements of outside counsel (or, in lieu thereof, and the allocated cost of in-house inside counsel), in connection with such Event of Default and any collection, bankruptcy, insolvency and other enforcement proceedings resulting therefromfrom such Event of Default. (b) The Borrower Guarantor agrees to indemnify the Agent and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, including without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of the Financing Documents, this Agreement or any actual or proposed use of proceeds of Loans hereunder; PROVIDED , provided that no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction; and provided further that any such indemnification hereunder shall only be to the extent that such Indemnitee has not received such payment from the Borrower.

Expenses; Indemnification. (a) The Borrower Company shall pay (i) all out-of-pocket expenses of the AgentPurchaser, including reasonable fees and disbursements of special counsel for the AgentPurchaser, in connection with the preparation preparation, negotiation and administration of the Financing Documentsthis Agreement, any waiver or consent thereunder hereunder or any amendment thereof hereof or any Default or alleged Default thereunder hereunder and (ii) if an Event of Default occurs, all reasonable out-of-pocket expenses incurred by the Agent or any BankPurchaser, including (without duplication) the reasonable fees and disbursements of outside counsel (or, in lieu thereof, the allocated cost of in-house counsel), in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom; provided, that the Company shall not be required to reimburse the Purchaser for more than $50,000 in legal fees and expenses in connection with the preparation and negotiation of this Agreement. (b) The Borrower Company agrees to indemnify the Agent and each BankPurchaser, their its respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of the Financing Documents, this Agreement or any actual or proposed use of proceeds of Loans Notes hereunder; PROVIDED provided that no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction.

Expenses; Indemnification. (a) The Borrower shall pay (i) all out-of-pocket expenses of the Agent, including reasonable fees and disbursements of special counsel for the Agent, in connection with the preparation and administration of the Financing Loan Documents, any waiver or consent thereunder or any amendment thereof or any Default or alleged Default thereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Agent or any Bankeach Lender Party, including (without duplication) the fees and disbursements of outside counsel (or, in lieu thereof, and the allocated cost of in-house counsel), in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Borrower agrees to indemnify the Agent and each BankLender Party, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which that may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of the Financing Documents, Loan Documents or any actual or proposed use of any Letter of Credit or any proceeds of Loans hereunder; PROVIDED provided that no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction, but in no event shall an Indemnitee be liable for punitive, exemplary or consequential damages.

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses of the Senior Administrative Agent, including fees and disbursements of special counsel for the Senior Administrative Agent, in connection with the preparation and administration of the Financing Senior Loan Documents, any waiver or consent thereunder or any amendment thereof or any Default or alleged Default thereunder hereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Senior Administrative Agent or any and each Bank, including fees and disbursements of outside counsel (or, in lieu thereof, the allocated cost of in-house counsel), in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Borrower agrees to indemnify the Senior Administrative Agent and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of the Financing Documents, this Agreement or any actual or proposed use of proceeds of Loans hereunder; PROVIDED provided that no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction.

Expenses; Indemnification. (a) The Borrower shall pay (i) all out-of-pocket expenses of the AgentAgent and the Arranger, including reasonable fees and disbursements of special counsel for the AgentAgent and the Arranger, in connection with the preparation and administration of the Financing Loan Documents, any waiver or consent thereunder or any amendment thereof or any Default or alleged Default thereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Agent or any Bankeach Lender Party, including (without duplication) the fees and disbursements of outside counsel (or, in lieu thereof, and the allocated cost of in-house inside counsel), in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Borrower agrees to indemnify the Agent and each BankLender Party, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of the Financing Documents, Loan Documents or any actual or proposed use of any proceeds of Loans hereunder; PROVIDED provided that no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction.

Expenses; Indemnification. (a) The Borrower Company shall pay (i) all out-of-pocket expenses of the Administrative Agent, including fees and disbursements of special counsel for the Administrative Agent, in connection with the preparation and administration of the Financing Loan Documents, any waiver or consent thereunder or any amendment thereof or any Default or alleged Default thereunder hereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Administrative Agent or any and each Bank, including fees and disbursements of outside counsel (or, in lieu thereof, the allocated cost of in-house counsel), in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Borrower Company agrees to indemnify the each Agent and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of the Financing Documents, this Agreement or any actual or proposed use of proceeds of Loans hereunder; PROVIDED provided that no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction.

Expenses; Indemnification. (a) The Borrower Company shall pay (i) all out-of-pocket expenses of the Administrative Agent and the Syndication Agent, including fees and disbursements of special counsel for the AgentAgents, in 134 connection with the preparation and administration of the Financing Documentsthis Agreement, any waiver or consent thereunder hereunder or any amendment thereof hereof or any Default or alleged Default thereunder hereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Agent or any Bankeach Lender Party, including (without duplication) the fees and disbursements of outside counsel (or, in lieu thereof, and the allocated cost of in-house inside counsel), in connection with such Event of Default and collection, or any bankruptcy, insolvency and insolvency, reorganization or other enforcement proceedings resulting therefrom. (b) The Borrower Company agrees to indemnify the Agent Agents, the LC Issuing Bank, the Apollo LC Issuer and each BankLender, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "IndemniteeINDEMNITEE") against, and hold each Indemnitee harmless from and against from, any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of the Financing Documents, this Agreement or any actual or proposed use of any Letter of Credit or Apollo Letter of Credit or any proceeds of Loans hereunder; PROVIDED provided that no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction.

Expenses; Indemnification. (a) The Borrower Company shall pay (i) all reasonable out-of-pocket expenses of the AgentAgent and (in the case of expenses relating to any Letter of Credit) the Issuing Bank, including fees and disbursements of special counsel for the Agent, in connection with the preparation and administration of this Agreement and the Financing other Loan Documents, any waiver or consent hereunder or thereunder or any amendment hereof or thereof or any Default or alleged Default thereunder hereunder and (ii) if an Event of Default occurs, all reasonable out-of-pocket expenses incurred by the Agent or any Agent, the Issuing Bank and each Bank, including reasonable fees and disbursements of outside counsel (or, in lieu thereof, the allocated cost of in-house counsel), in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Borrower Company agrees to indemnify the Agent Agent, the Issuing Bank and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") and hold each such Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kindkind (including any of the foregoing with respect to Environmental Laws applicable to the Company or any Subsidiary), including, without limitation, the reasonable fees and disbursements of counsel, which may be actually incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of the Financing Documents, Loan Documents or any actual or proposed use of proceeds of Loans or Letters of Credit hereunder; PROVIDED provided that no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's its own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction.

Expenses; Indemnification. (a) The Borrower shall pay (i) all out-of-pocket expenses of the Documentation Agent, including reasonable fees and disbursements of special counsel for the Documentation Agent, in connection with the preparation and administration of the Financing Loan Documents, any waiver or consent thereunder or any amendment thereof or any Default or alleged Default thereunder hereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the each Agent or any and Bank, including including, without limitation and without duplication, the reasonable fees and disbursements of outside counsel (or, in lieu thereof, the and allocated cost of in-house inside counsel), in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Borrower agrees to indemnify the each Agent and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "IndemniteeINDEMNITEE") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitationlimitation and without duplication, the reasonable fees and disbursements of outside counsel and allocated cost of inside counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of the Financing Documents, this Agreement or any actual or proposed use of proceeds of Loans or Letter of Credit hereunder; PROVIDED that no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction.

Expenses; Indemnification. (a) The Borrower shall pay (i) all out-of-pocket expenses of the AgentBank, including the fees and disbursements of special counsel for the Agentits counsel, in connection with the preparation of this Agreement and administration of the other Financing Documents, any waiver or consent hereunder or thereunder or any amendment hereof or thereof or any Default or alleged Event of Default thereunder hereunder, and (ii) if an any Default or Event of Default occursoccurs and is continuing or demand has been made, all out-of-pocket expenses incurred by the Agent or any Bank, including the reasonable fees and disbursements of outside counsel (or, in lieu thereof, the allocated cost of in-house counsel), in connection with such Default or Event of Default Default, or demand, and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Borrower agrees to indemnify the Agent and each Bank, their respective its affiliates and the respective directors, officers, agents and employees of the foregoing (each an "“Indemnitee"”) and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, kind (including, without limitation, the reasonable counsel fees and disbursements of counselincurred by an Indemnitee in any proceedings between such Indemnitee and the Borrower or between such Indemnitee and any third party or otherwise), which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of the Financing Documents, this Agreement or any actual or proposed use of proceeds of Loans hereunder; PROVIDED provided that no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's ’s own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction.

Expenses; Indemnification. (a) The Borrower Company shall pay (i) the fees and disbursements of special counsel for the Documentation Agent incurred on or prior to the Effective Date in connection with the preparation of this Agreement, (ii) all out-of-pocket expenses of incurred by the AgentDocumentation Agent after the Effective Date, including fees and disbursements of its special counsel for the Agentcounsel, in connection with the preparation post-closing distribution of documents and administration of the Financing Documents, any waiver or consent thereunder hereunder or any amendment thereof hereof or any Default or alleged Default thereunder hereunder and (iiiii) if an Event of Default occurs, all out-of-pocket expenses incurred by the each Agent or any Bank, (including fees and disbursements of outside counsel (or, in lieu thereof, the allocated cost of in-house their respective special counsel), ) in connection with such Event of Default and by each Agent and each Lender, including (without duplication) the fees and disbursements of counsel (including allocated costs of internal counsel), in connection with collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Borrower Company agrees to indemnify the Agent each Agent, each Arranger, each Issuing Bank and each BankLender, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of the Financing Documents, this Agreement or any actual or proposed use of proceeds of Loans hereunderor Yen Loans hereunder or any Letter of Credit; PROVIDED provided that no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction.

Expenses; Indemnification. (a) The Borrower shall pay (i) all out-of-pocket expenses of the Agent, including reasonable fees and disbursements of special counsel for the Agent, in connection with the preparation and administration of the Financing Documentsthis Agreement, any waiver or consent thereunder hereunder or any amendment thereof hereof or any Default or alleged Default thereunder and hereunder, (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Agent or any Bank or the Issuing Bank, including fees and disbursements of outside counsel (or, in lieu thereof, the allocated cost of in-house counsel), in connection with such Event of Default and collection, bankruptcy, insolvency collection and other enforcement proceedings resulting therefrom, and (iii) all reasonable out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder. (b) The Borrower agrees to indemnify the Agent and each Bank, their respective affiliates Bank and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") Issuing Bank and hold each Indemnitee Bank and the Issuing Bank harmless from and against any and all liabilities, claims, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee any Bank or the Issuing Bank (or by the Agent in connection with its actions as Agent hereunder) in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee Bank or such Issuing Bank shall be designated a party thereto) brought or threatened relating to or arising out of the Financing Documents, or (i) any actual or proposed use of proceeds of Loans hereunderhereunder to acquire equity securities of any other Person, (ii) any transaction which violates the change in control provisions set forth in Section 6.01(i) or (iii) any actual or proposed use of any Letter of Credit issued pursuant to this Agreement (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); PROVIDED provided that no Indemnitee Bank or Issuing Bank shall have the right to be indemnified hereunder for such Indemnitee's its own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction.

Expenses; Indemnification. (a) The Borrower shall agrees to pay (i) on demand all out-of-pocket reasonably and actually incurred costs and expenses of the AgentAgents, including fees NationsBanc Capital Markets, Inc. and disbursements of special counsel for the Agent, Lenders in connection with the preparation syndication, preparation, execution, delivery, administration, modification, and administration amendment of this Agreement, the other Loan Documents, and the other documents to be delivered under this Agreement, including, without limitation, the reasonable fees and expenses of counsel for the Agents, NationsBanc Capital Markets, Inc. and the Lenders (including the cost of internal counsel) with respect thereto and with respect to advising the Agents or any Lender as to their rights and responsibilities under the Loan Documents. The Borrower further agrees to pay on demand all reasonably and actually incurred costs and expenses of the Financing DocumentsAgents and the Lenders, if any waiver or consent thereunder or any amendment thereof or any Default or alleged Default thereunder (including, without limitation, reasonable and (ii) if an Event of Default occurs, all out-of-pocket expenses actually incurred by the Agent or any Bank, including attorneys' fees and disbursements of outside counsel (or, in lieu thereof, expenses and the allocated reasonably and actually incurred cost of in-house internal counsel), in connection with such Event the enforcement (whether through negotiations, legal proceedings, or otherwise) of Default the Loan Documents and collection, bankruptcy, insolvency and the other enforcement proceedings resulting therefromdocuments to be delivered under this Agreement. (b) The Borrower agrees to indemnify and hold harmless the Agent Agents and each Bank, Lender and each of their Affiliates and their respective affiliates and the respective officers, directors, officersemployees, agents agents, and employees of the foregoing advisors (each each, an "IndemniteeIndemnified Party") and hold each Indemnitee harmless from and against any and all liabilitiesclaims, damages, losses, damagesliabilities, costs costs, and expenses of any kind, (including, without limitation, the reasonable fees and disbursements of counsel, which actually incurred attorneys' fees) that may be incurred by such Indemnitee or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigativeinvestigation, administrative litigation, or judicial proceeding (whether or not such Indemnitee shall be designated a party theretopreparation of defense in connection therewith) brought or threatened relating to or arising out the Loan Documents, any of the Financing Documents, transactions contemplated in this Agreement or any the actual or proposed use of the proceeds of Loans hereunder; PROVIDED that no Indemnitee shall the Loans, except to the extent such claim, damage, loss, liability, cost, or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have the right to be indemnified hereunder for resulted from such IndemniteeIndemnified Party's own gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 13.2 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Borrower agrees not to assert any claim against either Agent, any Lender, any of their Affiliates, or any of their respective directors, officers, employees, attorneys, agents, and advisers, on any theory of liability, for special, indirect, consequential, or punitive damages arising out of or otherwise relating to the Loan Documents, any of the transactions contemplated in this Agreement or the actual or proposed use of the proceeds of the Loans. (c) Without prejudice to the survival of any other agreement of the Borrower under this Agreement, the agreements and obligations of the Borrower contained in this Section 13.2 shall survive the payment in full of the Loans and all other amounts payable under this Agreement.

Expenses; Indemnification. (a) The Borrower Company shall pay (i) all out-of-pocket expenses of the Agent, including reasonable fees and disbursements expenses of special counsel for the Agent, Agents in connection with the preparation of this Agreement (or the amendment, modification or waiver thereof) as previously agreed upon between the Company, the Arrangers and administration of the Financing Documents, any waiver or consent thereunder or any amendment thereof or any Default or alleged Default thereunder Agents and (ii) if an Event of Default occurs, all reasonable out-of-pocket expenses incurred by the Agent or any BankAgents and the Lenders, including reasonable fees and disbursements expenses of outside counsel (or, in lieu thereof, the allocated cost of including in-house counsel), in connection with such Event of Default and collection, bankruptcy, insolvency collection and other enforcement proceedings resulting therefrom. (b) The Borrower Company agrees to indemnify the each Agent and each BankLender, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "“Indemnitee"”) and hold each Indemnitee harmless from and against (and to reimburse each Indemnitee on demand for) any and all claims, liabilities, losses, damages, costs and reasonable expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with response to or in defense of any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of the Financing Documents, this Agreement or any actual or proposed use of proceeds of Loans hereunderhereunder or any related transaction; PROVIDED provided that no Indemnitee shall have the right to be indemnified hereunder (i) to the extent such indemnification relates to relationships of, between or among each of, or any of, the Agents, the Lenders or any Assignee or Participant or (ii) for such Indemnitee's ’s own gross negligence or willful misconduct.

Expenses; Indemnification. (a) The Borrower shall pay (i) all out-of-pocket expenses of the Administrative Agent, including fees and disbursements of special counsel for the Administrative Agent, in connection with the preparation and administration of the Financing Documentsthis Agreement, any waiver or consent thereunder hereunder or any amendment thereof hereof or any Default or alleged Default thereunder hereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Administrative Agent or any Bank, including fees and disbursements of outside counsel (or, in lieu thereof, the allocated cost of in-house counsel), in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Borrower agrees to indemnify the Administrative Agent and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "IndemniteeINDEMNITEE") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of the Financing Documents, this Agreement or any actual or proposed use of proceeds of Loans hereunder; PROVIDED that no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconduct.

Expenses; Indemnification. (a) The Borrower shall pay (i) all out-of-pocket expenses of the Agent, including fees and disbursements of special counsel for the Agent, in connection with the preparation and administration of the Financing Documentsthis Agreement, any waiver or consent thereunder hereunder or any amendment thereof hereof or any Default or alleged Default thereunder hereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Agent or any Bank, including fees and disbursements of outside counsel (or, in lieu thereof, the allocated cost of in-house counsel), in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Borrower agrees to indemnify the Agent and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "IndemniteeINDEMNITEE") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of the Financing Documents, this Agreement or any actual or proposed use of proceeds of Loans hereunder; PROVIDED provided that no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconduct.

Expenses; Indemnification. (a) The Borrower shall pay (i) all out-of-pocket expenses of the Agent, including reasonable fees and disbursements of special counsel for the Agent, in connection with the preparation and administration of the Financing Documentsthis Agreement, any waiver or consent thereunder hereunder or any amendment thereof hereof or any Default or alleged Default thereunder hereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Agent or any and each Bank, including (without duplication) the reasonable fees and disbursements of outside counsel (or, in lieu thereof, the allocated cost of in-house counsel), in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Borrower agrees to indemnify the Agent and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of the Financing Documents, this Agreement or any actual or proposed use of proceeds of Loans hereunder; PROVIDED provided that no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction.

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses of the AgentAdministrative Agent and the Issuing Bank, including fees and disbursements of special counsel for the Administrative Agent, in connection with the preparation and administration of the Financing Documents, any waiver or consent thereunder or any amendment thereof or any Default or alleged Default thereunder hereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Agent or any Administrative Agent, the Issuing Bank and each Bank, including (without duplication) the reasonable fees and disbursements of outside counsel (or, in lieu thereof, and the allocated cost of in-house inside counsel), in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Borrower agrees to indemnify the Agent Administrative Agent, the Issuing Bank and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of the Financing Documents, Documents or any actual or proposed use of proceeds of Loans hereunder; PROVIDED provided that no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction.

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses of the Agent, including reasonable fees and disbursements of special counsel for the Agent, in connection with the preparation and administration of the Financing Documentsthis Agreement, any waiver or consent thereunder hereunder or any amendment thereof hereof or any Default or alleged Default thereunder hereunder and (ii) if an any Default or Event of Default occursoccurs and is continuing, all out-of-pocket expenses incurred by the Agent or any and each Bank, including the reasonable fees and disbursements of outside counsel (or, in lieu thereof, which shall be limited to counsel to the allocated cost Agent unless an Event of in-house counselDefault has occurred and is continuing), in connection with such Default or Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Borrower agrees to indemnify the Agent Agent, the Issuing Bank and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "IndemniteeINDEMNITEE") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, kind (including, without limitation, the reasonable counsel fees and disbursements of counselincurred by an Indemnitee in any proceedings between such Indemnitee and the Borrower or between such Indemnitee and any third party or otherwise), which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of the Financing Documents, this Agreement or any actual or proposed use of proceeds of Loans hereunder; PROVIDED provided that no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction.

Expenses; Indemnification. (a) The Borrower shall pay (i) all out-of-pocket expenses of the AgentAgents (including the Syndication Agent referred to on the cover page hereof), including fees and disbursements of special counsel for the Administrative Agent, in connection with the preparation and administration of the Financing Loan Documents, any waiver or consent thereunder or any amendment thereof or any Default or alleged Default thereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Agent or any BankAgents and each Lender, including (without duplication) the fees and disbursements of outside counsel (or, in lieu thereof, and the allocated cost of in-house inside counsel), in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Borrower agrees to indemnify the Agent Agents and each BankLender, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of the Financing Documents, Loan Documents or any actual or proposed use of proceeds of Loans hereunder; PROVIDED provided that no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconduct.

Expenses; Indemnification. (a) The Borrower Company shall pay (i) all reasonable out-of-pocket expenses of the each Agent, including reasonable fees and disbursements of special counsel for the AgentAgents, in connection with the preparation and administration of the Financing Documentsthis Agreement, any waiver or consent thereunder hereunder or any amendment thereof hereof or any Default or alleged Default thereunder hereunder and (ii) if an Event of Default occurs, all reasonable out-of-pocket expenses reasonably incurred by the Agent or any Administrative Agents and each Bank, including (without duplication) the reasonable fees and disbursements of outside counsel (or, in lieu thereof, the and allocated cost of in-house inside counsel), in connection with such Event of Default and "work-out", collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Borrower Company agrees to indemnify the each Agent and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of the Financing Documents, this Agreement or any actual or proposed use of proceeds of Loans or Bankers' Acceptances hereunder; PROVIDED provided that no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction.

Expenses; Indemnification. (a) The Borrower shall pay (i) all out-of-pocket expenses of the Agent, including fees and disbursements of special counsel for the Agent, in connection with the preparation and administration of the Financing Documentsthis Agreement, any waiver or consent thereunder hereunder or any amendment thereof hereof or any Default or alleged Default thereunder hereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Agent or any and each Bank, including fees and disbursements of outside counsel (or, in lieu thereof, the allocated cost of in-house counsel), in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Borrower agrees to indemnify the Agent and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of the Financing Documents, this Agreement or any actual or proposed use of proceeds of Loans hereunder; PROVIDED provided that no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction.

Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses of the Agent, including fees and disbursements of special counsel for the Agent, in connection with the preparation and administration of the Financing Documentsthis Agreement, any waiver or consent thereunder hereunder or any amendment thereof hereof or any Default or alleged Default thereunder hereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Agent or any and each Bank, including fees and disbursements of outside counsel (or, in lieu thereof, the allocated cost of in-house counsel), in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. (b) The Borrower agrees to indemnify the Agent and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of the Financing Documents, this Agreement or any actual or proposed use of proceeds of Loans hereunder; PROVIDED provided that no Indemnitee shall have the right to be indemnified hereunder for (i) such Indemnitee's own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction or (ii) cost and expenses associated with any suit between the Borrower and such Indemnitee to the extent the Borrower prevails on the merits therein.