Common use of Legal Fees, Other Costs and Indemnification Clause in Contracts

Legal Fees, Other Costs and Indemnification. The Borrower agrees to pay all reasonable and properly documented out-of-pocket costs and expenses of the Arrangers and the Administrative Agent in connection with the preparation and negotiation of the Credit Documents (including past and future reasonable out-of-pocket expenses incurred by the Arrangers and the Administrative Agent in connection with the syndication of the transaction), including without limitation, the reasonable fees, charges and disbursements of counsel to the Administrative Agent, in connection with the preparation and execution of the Credit Documents, and any amendment, waiver or consent related hereto, whether or not the transactions contemplated herein are consummated. The Borrower further agrees to indemnify each Bank, the Administrative Agent, and their respective Affiliates, directors, agents, advisors, officers and employees, against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all expenses of litigation or preparation therefor, whether or not the indemnified Person is a party thereto, and whether brought by a third-party or by the Borrower or any of its Affiliates) which any of them may incur or reasonably pay arising out of or relating to any Credit Document (including any relating to a misrepresentation by the Borrower under any Credit Document) or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Loan, other than to the extent arising from the gross negligence or willful misconduct of the party claiming indemnification as determined in a final, non-appealable judgment by a court of competent jurisdiction. The Borrower, upon demand by any of the Administrative Agent or a Bank at any time, shall reimburse the Administrative Agent or Bank for any reasonable legal or other expenses (including allocable fees and expenses of in-house counsel) incurred in connection with investigating or defending against any of the foregoing except if the same is directly due to the gross negligence or willful misconduct of the party to be indemnified as determined in a final, non-appealable judgment by a court of competent jurisdiction, provided that with respect to legal costs and expenses incurred in connection with the enforcement of the rights of the Administrative Agent and the Banks under this Section 11.13, the Borrower shall only be obligated to pay the legal fees of the Administrative Agent and not of any other Bank. To the fullest extent permitted by applicable law, the Borrower shall not assert, and the Borrower hereby waives, any claim against the Administrative Agent and its Affiliates, directors, agents, advisors, officers and employees, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Credit Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof.

Legal Fees, Other Costs and Indemnification. The Borrower agrees to pay all reasonable and properly documented out-of-pocket costs and expenses of the Arrangers and the Administrative Agent in connection with the preparation and negotiation of the Credit Documents (including past and future reasonable out-of-pocket expenses incurred by the Arrangers and the Administrative Agent in connection with the syndication of the transaction), including without limitation, the reasonable fees, charges and disbursements of counsel to the Administrative Agent, in connection with the preparation and execution of the Credit Documents, and any amendment, waiver or consent related hereto, whether or not the transactions contemplated herein are consummated. The Borrower further agrees to indemnify each Bank, the Administrative Agent, the Swing Line Bank and the Issuing Agents, and their respective Affiliates, directors, agents, advisors, officers and employees, against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all expenses of litigation or preparation therefor, whether or not the indemnified Person is a party thereto, and whether brought by a third-party or by the Borrower or any of its Affiliates) which any of them may incur or reasonably pay arising out of or relating to any Credit Document (including any relating to a misrepresentation by the Borrower under any Credit Document) or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any LoanLoan or Letter of Credit, other than to the extent arising from the gross negligence or willful misconduct of the party claiming indemnification as determined in a final, non-appealable judgment by a court of competent jurisdiction. The Borrower, upon demand by any of the Administrative Agent, the Swing Line Bank, an Issuing Agent or a Bank at any time, shall reimburse the Administrative Agent, the Swing Line Bank, such Issuing Agent or Bank for any reasonable legal or other expenses (including allocable fees and expenses of in-house counsel) incurred in connection with investigating or defending against any of the foregoing except if the same is directly due to the gross negligence or willful misconduct of the party to be indemnified as determined in a final, non-appealable judgment by a court of competent jurisdiction, provided that with respect to legal costs and expenses incurred in connection with the enforcement of the rights of the Administrative Agent, the Swing Line Bank, each Issuing Agent and the Banks under this Section 11.13, the Borrower shall only be obligated to pay the legal fees of the Administrative Agent and not of any Issuing Agent or other Bank. To the fullest extent permitted by applicable law, the Borrower shall not assert, and the Borrower hereby waives, any claim against the Administrative Agent Agent, each Issuing Agent, the Swing Line Bank, each Bank and its each of their respective Affiliates, directors, agents, advisors, officers and employees, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Credit Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof.

Legal Fees, Other Costs and Indemnification. The Borrower agrees Borrowers agree to pay all reasonable and properly documented out-of-pocket costs and expenses of the Arrangers and the Administrative Agent in connection with the preparation and negotiation of the Credit Documents (including past and future reasonable out-of-pocket expenses incurred by the Arrangers and the Administrative Agent in connection with the syndication of the transaction)Loan Documents, including without limitation, the reasonable fees, charges fees and disbursements of Xxxxxxx and Xxxxxx LLP, counsel to the Administrative Agent, in connection with the preparation and execution of the Credit Loan Documents, and any amendment, waiver or consent related hereto, whether or not the transactions contemplated herein are consummated. The Borrower Borrowers further agrees agree to indemnify each BankLender, the L/C Issuer, the Administrative Agent, and their respective Affiliates, directors, agents, advisors, officers and employees, employees (each such Person an “Indemnitee”) against all losses, claims, damages, penalties, judgments, liabilities and related expenses (including, without limitation, all expenses of litigation or preparation therefor, whether or not the indemnified Person is a party thereto, and whether brought by a third-party or by the Borrower or any of its Affiliates) which any of them may incur or reasonably pay arising out of or relating to any Credit Loan Document (including any relating to a misrepresentation by the Borrower under any Credit Document) or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any LoanLoan or Letter of Credit, other than those as determined by a court of competent jurisdiction by final and nonappealable judgment to the extent arising have resulted from the gross negligence or willful misconduct of the party claiming indemnification as determined in a final, non-appealable judgment by a court of competent jurisdictionindemnification. The BorrowerBorrowers, upon demand by any of the Administrative Agent Agent, the L/C Issuer or a Bank Lender at any time, shall reimburse the Administrative Agent Agent, the L/C Issuer or Bank Lender for any reasonable legal or other expenses (including allocable fees and expenses of in-house counsel) incurred in connection with investigating or defending against any of the foregoing except if the same is directly due to the gross negligence or willful misconduct of the party to be indemnified as determined in a final, non-appealable judgment by a court of competent jurisdiction, provided that with respect to legal costs and expenses incurred in connection with the enforcement of the rights of the Administrative Agent and the Banks under this Section 11.13, the Borrower shall only be obligated to pay the legal fees of the Administrative Agent and not of any other Bankindemnified. To the fullest extent permitted by applicable law, the Borrower no party to this Agreement shall not assert, and the Borrower each such Person hereby waives, any claim against the Administrative Agent and its Affiliates, directors, agents, advisors, officers and employeesany other party to this Agreement or any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Credit Agreement, any Agreement or the other Credit Document Loan Documents or any agreement or instrument contemplated herebyhereby or thereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the parties under this Section shall survive the termination of this Agreement.

Legal Fees, Other Costs and Indemnification. The Borrower agrees to pay all reasonable and properly documented out-of-pocket costs and expenses of the Arrangers and the Administrative Agent in connection with the preparation and negotiation of the Credit Documents (including past and future reasonable out-of-pocket expenses incurred by the Arrangers and the Administrative Agent in connection with the syndication of the transaction)Documents, including without limitation, the reasonable fees, charges fees and disbursements of Xxxxxxx and Xxxxxx LLP and one local foreign counsel to the Administrative Agent, in connection with the preparation and execution of the Credit Documents, and any amendment, waiver or consent related hereto, whether or not the transactions contemplated herein are consummated. The Borrower further agrees to indemnify each Bank, the Administrative Agent, the L/C Issuer, each Lender, and any security trustee therefor, and their respective Affiliatesdirectors, directorsofficers, employees, agents, financial advisors, officers and employees, consultants (each such Person being called an “Indemnitee”) against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee and all reasonable expenses of litigation or preparation therefor, whether initiated by a third party or by the Borrower, any Subsidiary, any Affiliate of the Parent or any of their respective equity holders or creditors and whether or not the indemnified Person Indemnitee is a party thereto, and whether brought by a third-party or by the Borrower or any of its Affiliatessettlement arrangement arising from or relating to any such litigation) which any of them may pay or incur or reasonably pay arising out of or relating to any Credit Document (including any relating to a misrepresentation by the Borrower under any Credit Document) or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Loan, Swingline Loan or Letter of Credit, other than to the extent arising those which arise from the gross negligence or willful misconduct of the party claiming indemnification as (in any case, determined in a final, non-appealable judgment by a court of competent jurisdictionjurisdiction by a final non-appealable judgment). The Borrower, upon demand by any of the Administrative Agent Agent, the L/C Issuer, or a Bank Lender at any time, shall reimburse the Administrative Agent Agent, the L/C Issuer, or Bank such Lender for any reasonable legal or other expenses (including allocable including, without limitation, all reasonable fees and expenses disbursements of in-house counselcounsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except if the same is directly due to the gross negligence or willful misconduct of the party to be indemnified as (in any case, determined in a final, non-appealable judgment by a court of competent jurisdiction, provided that with respect jurisdiction by a final non-appealable judgment). Each party hereto agrees not to legal costs and expenses incurred in connection with the enforcement of the rights of the Administrative Agent and the Banks under this Section 11.13, the Borrower shall only be obligated to pay the legal fees of the Administrative Agent and not of any other Bank. To the fullest extent permitted by applicable law, the Borrower shall not assert, and the Borrower hereby waives, assert any claim against the Administrative Agent and its Affiliatesany other party hereto or any of their respective officers, directors, employees, attorneys and agents, advisors, officers and employees, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out ofof or otherwise relating to any Revolving Credit Commitment, in connection withLoan, or as a result ofLetter of Credit, this Credit Agreementthe actual or proposed use of proceeds of any Loan or Letter of Credit, any other Credit Document Document, or any agreement or instrument contemplated hereby, of the transactions contemplated hereby or thereby; provided, any Loan or the use however, that none of the proceeds thereofforegoing limitations in this sentence shall be deemed to limit, impair or otherwise affect the Borrower’s indemnity obligations under the preceding provisions of this Section 12.15.

Legal Fees, Other Costs and Indemnification. (a) The Borrower Borrower, upon written demand by the Administrative Agent, agrees to pay all reasonable and properly documented out-of-pocket costs and expenses of the Arrangers and the Administrative Agent in connection with the preparation and negotiation of the Credit Documents (including past and future reasonable out-of-pocket expenses incurred by the Arrangers and the Administrative Agent in connection with the syndication of the transaction), including without limitation, the reasonable fees, charges fees and disbursements of one legal counsel to the Administrative Agent, plus, if reasonably required by the Administrative Agent, one local counsel in each appropriate jurisdiction) in connection with the preparation and execution of the Credit DocumentsDocuments (not to exceed such amount previously agreed to by the Administrative Agent), and any amendment, waiver or consent related heretothereto, whether or not the transactions contemplated herein therein are consummated. The Borrower further agrees to indemnify and hold harmless each BankLender, each Affiliate of a Lender, each Arranger, the Administrative Agent, the Other Agents, and their respective Affiliates, directors, agentsofficers, advisorsemployees and attorneys (collectively, officers and employeesthe “Indemnified Parties”), against all losses, claims, damages, penalties, judgments, liabilities and expenses (includingincluding the reasonable fees of one legal counsel for the Indemnified Parties, without limitationplus one local counsel in each appropriate jurisdiction and, all in the case of an actual or perceived conflict of interest, another firm of counsel for the Indemnified Party affected by such conflict, and other reasonable expenses of litigation or preparation therefor, whether or not the indemnified Person such Indemnified Party is a party thereto, and whether brought by a third-party or by the Borrower or any of its Affiliates) which any of them may incur pay or reasonably pay arising out Incur as a result of (a) any action, suit or proceeding by any third party or Governmental Authority against such Indemnified Party and relating to any Credit Document (including any relating to a misrepresentation by Document, the Borrower under any Credit Document) or any of the transactions contemplated thereby Loans or the direct or indirect application or proposed application by the Borrower of the proceeds of any Loan, REGARDLESS OF WHETHER SUCH CLAIMS OR ACTIONS ARE FOUNDED IN WHOLE OR IN PART UPON THE ALLEGED SIMPLE OR CONTRIBUTORY NEGLIGENCE OF ANY OF THE INDEMNIFIED PARTIES, (b) any investigation of any third party or any Governmental Authority involving any Lender, any Affiliate of a Lender, any Arranger or the Administrative Agent or the Other Agents (in each case, in such capacity hereunder) and related to any use made or proposed to be made by the Borrower of the proceeds of any Loan or any transaction financed or to be financed in whole or in part, directly or indirectly with the proceeds of any Loan, and (c) any investigation of any third party or any Governmental Authority, litigation or proceeding involving any Lender, any Affiliate of a Lender, any Arranger or the Administrative Agent or the Other Agents (in each case, in such capacity hereunder) and related to any environmental cleanup, audit, compliance or other matter relating to any Environmental Law or the presence of any Hazardous Material (including any losses, liabilities, damages, injuries, costs, expenses or claims asserted or arising under any Environmental Law) with respect to the Borrower, regardless of whether caused by, or within the control of, the Borrower, provided, however, that the Borrower shall not be obligated to indemnify any Indemnified Party for any of the foregoing (i) arising out of such Indemnified Party’s gross negligence, willful misconduct or violation of law or willful breach of its obligations hereunder as found in a final non-appealable judgment of a court of competent jurisdiction or as expressly agreed in writing by such Indemnified Party, (ii) to the extent arising from a litigation, claim or proceeding solely among Indemnified Parties (other than a litigation, claim or proceeding brought against the Administrative Agent in its capacity as such or to the extent arising from the gross negligence actions of a Credit Party) or willful misconduct of (iii) to the party claiming extent such indemnification as determined in relates to Taxes, except any Taxes arising from a final, non-appealable judgment by a court of competent jurisdictionTax claim. The Borrower, upon written demand by any of the Administrative Agent Agent, the Other Agents, a Lender, an Affiliate of a Lender or a Bank an Arranger at any time, shall reimburse the Administrative Agent such Agent, Lender, Affiliate of a Lender or Bank Arranger for any reasonable legal or other expenses (including allocable fees and expenses of in-house counsel) incurred Incurred in connection with investigating or defending against any of the foregoing foregoing, except if the same is directly due excluded from indemnification pursuant to the gross negligence or willful misconduct provisions of the party preceding sentence. Each Indemnified Party agrees to be contest any indemnified as determined claim if requested by the Borrower, in a finalmanner reasonably directed by the Borrower, non-appealable judgment with counsel selected by a court the Indemnified Party and approved by the Borrower, which approval shall not be unreasonably withheld or delayed. Any Indemnified Party that proposes or intends to settle or compromise any such indemnified claim shall give the Borrower written notice of competent jurisdictionthe terms of such settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower’s prior written consent thereto, which consent shall not be unreasonably withheld or delayed; provided that with the Indemnified Party shall not be restricted from settling or compromising any such claim if (i) the Indemnified Party waives its right to indemnity from the Borrower in respect of such claim and such settlement or compromise does not materially increase the Borrower’s liability pursuant to legal costs this Section 11.13 to any related party of such Indemnified Party, (ii) an Event of Default as described in Section 8.1(a), (b), (f) or (g) or has occurred and expenses incurred in connection with is continuing or (iii) the enforcement Indemnified Party reasonably believes the Credit Parties will not be able to satisfy the full amount of the rights of the Administrative Agent such claim and the Banks under this Section 11.13, Credit Parties have failed to provide sufficient collateral to the Borrower shall only be obligated Indemnified Party to pay secure the legal fees value of the Administrative Agent and not of any other Bank. To the fullest extent permitted by applicable law, the Borrower shall not assert, and the Borrower hereby waives, any claim against the Administrative Agent and its Affiliates, directors, agents, advisors, officers and employees, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Credit Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereofsuch claim.

Legal Fees, Other Costs and Indemnification. The Borrower agrees to pay all reasonable and properly documented out-of-pocket costs and expenses of the Arrangers and the Administrative Agent in connection with the preparation and negotiation of the Credit Documents (including past and future reasonable out-of-pocket expenses incurred by the Arrangers and the Administrative Agent in connection with the syndication of the transaction), including without limitation, the reasonable fees, charges fees and disbursements of counsel to the Administrative AgentArrangers, in connection with the preparation and execution of the Credit Documents, and any amendment, waiver or consent related hereto, whether or not the transactions contemplated herein are consummated. The Borrower further agrees to indemnify each Bank, the Administrative Agent, and their respective Affiliates, directors, agents, advisors, officers and employees, against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all expenses of litigation or preparation therefor, whether or not the indemnified Person is a party thereto, and whether brought by a third-party or by the Borrower or any of its Affiliates) which any of them may incur or reasonably pay arising out of or relating to any Credit Document (including any relating to a misrepresentation by the Borrower under any Credit Document) or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Loan, other than to the extent arising those which arise from the gross negligence or willful misconduct of the party claiming indemnification as determined in a final, non-appealable judgment by a court of competent jurisdictionindemnification. The Borrower, upon demand by any of the Administrative Agent Agent, or a Bank at any time, shall reimburse the Administrative Agent Agent, or Bank for any reasonable legal or other expenses (including allocable fees and expenses of in-house counsel) incurred in connection with investigating or defending against any of the foregoing except if the same is directly due to the gross negligence or willful misconduct of the party to be indemnified as determined in a final, non-appealable judgment by a court of competent jurisdictionindemnified, provided that with respect to legal costs and expenses incurred in connection with the enforcement of the Banks rights of the Administrative Agent and the Banks under this Section 11.13hereunder or any work-out or similar situation, the Borrower shall only be obligated to pay the legal fees of the Administrative Agent and not of any other Bank. To the fullest extent permitted by applicable law, the Borrower shall not assert, and the Borrower hereby waives, any claim against the Administrative Agent and its Affiliates, directors, agents, advisors, officers and employees, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Credit Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof.

Legal Fees, Other Costs and Indemnification. The Borrower Borrower, ------------------------------------------- upon demand by the Administrative Agent, agrees to pay all reasonable and properly documented out-of-pocket costs and expenses of the Arrangers and the Administrative Agent in connection with the preparation and negotiation of the Credit Documents (including past and future reasonable out-of-pocket expenses incurred by the Arrangers and the Administrative Agent in connection with the syndication of the transaction), including without limitation, the reasonable fees, charges fees and disbursements of legal counsel to the Administrative Agent, Agent in connection with the preparation and execution of the Credit DocumentsDocuments (which shall be in an amount agreed in writing by the Borrower), and any amendment, waiver or consent related heretothereto, whether or not the transactions contemplated herein therein are consummated. The Borrower further agrees to indemnify each Lender, Issuing Bank, the Administrative Agent, the Syndication Agent, the Documentation Agent, the Senior Managing Agent, and their respective Affiliates, directors, agentsofficers, advisorsemployees and attorneys (collectively, officers and employeesthe "Indemnified Parties"), against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable attorneys' fees and other reasonable expenses of litigation or preparation therefor, whether or not the indemnified Person such Indemnified Party is a party thereto, and whether brought by a third-party or by the Borrower or any of its Affiliates) which any of them may pay or incur as a result of (a) any action, suit or reasonably pay arising out of proceeding by any third party or governmental authority against such Indemnified Party and relating to any Credit Document (including Document, the Loans, any relating to a misrepresentation by the Borrower under any Credit Document) or any Letter of the transactions contemplated thereby Credit, or the direct or indirect application or proposed application by any of the Borrower of the proceeds of any Loan or use of any Letter of Credit, REGARDLESS OF WHETHER SUCH CLAIMS OR ACTIONS ARE FOUNDED IN WHOLE OR IN PART UPON THE ALLEGED SIMPLE OR CONTRIBUTORY NEGLIGENCE OF ANY OF THE INDEMNIFIED PARTIES AND/OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR ATTORNEYS, (b) any investigation of any third party or any governmental authority involving any Lender (as a lender hereunder), Issuing Bank, or the Administrative Agent, the Syndication Agent, the Documentation Agent or the Senior Managing Agent (in such capacity hereunder) and related to any use made or proposed to be made by the Borrower of the proceeds of any Loan, or use of any Letter of Credit or any transaction financed or to be financed in whole or in part, directly or indirectly with the proceeds of any Loan or Letter of Credit, and (c) any investigation of any third party or any governmental authority, litigation or proceeding involving any Lender (as a lender hereunder) or the Administrative Agent, the Syndication Agent, the Documentation Agent or the Senior Managing Agent (in such capacity hereunder) and related to any environmental cleanup, audit, compliance or other than matter relating to any Environmental Law or the presence of any Hazardous Material (including, without limitation, any losses, liabilities, damages, injuries, costs, expenses or claims asserted or arising under any Environmental Law) with respect to the extent Borrower, regardless of whether caused by, or within the control of, the Borrower; provided, however, that the Borrower shall not be obligated to indemnify any Indemnified Party for any of the foregoing arising from the out of such Indemnified Party's gross negligence or willful misconduct of the party claiming indemnification misconduct, as determined in pursuant to a final, non-appealable final nonappealable judgment by of a court of competent jurisdictionjurisdiction or as expressly agreed in writing by such Indemnified Party. The Borrower, upon demand by any of the Administrative Agent, the Syndication Agent, the Documentation Agent, the Senior Managing Agent or a Lender or Issuing Bank at any time, shall reimburse the Administrative such Agent or such Lender or Issuing Bank for any reasonable legal or other expenses (including allocable fees and expenses of in-house counsel) incurred in connection with investigating or defending against any of the foregoing foregoing, except if the same is directly due excluded from indemnification pursuant to the gross negligence or willful misconduct provisions of the party preceding sentence. Each Indemnified Party agrees to be contest any indemnified as determined claim if requested by the Borrower, in a finalmanner reasonably directed by the Borrower, non-appealable judgment with counsel selected by a court the Indemnified Party and approved by the Borrower, which approval shall not be unreasonably withheld or delayed. Any Indemnified Party that proposes to settle or compromise any such indemnified claim shall give the Borrower written notice of competent jurisdictionthe terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's prior written consent thereto, which consent shall not be unreasonably withheld or delayed; provided that with respect the Indemnified Party shall not be restricted from settling or compromising any such claim if the Indemnified Party waives its right to legal costs and expenses incurred in connection with the enforcement of the rights of the Administrative Agent and the Banks under this Section 11.13, indemnity from the Borrower shall only be obligated to pay the legal fees in respect of the Administrative Agent and not of any other Bank. To the fullest extent permitted by applicable law, the Borrower shall not assert, and the Borrower hereby waives, any claim against the Administrative Agent and its Affiliates, directors, agents, advisors, officers and employees, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Credit Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereofsuch claim.

Legal Fees, Other Costs and Indemnification. The Borrower agrees to pay all reasonable and properly documented out-of-pocket costs and expenses of the Arrangers and the Administrative Agent in connection with the preparation and negotiation of the Credit Documents (including past and future reasonable out-of-pocket expenses incurred by the Arrangers and the Administrative Agent in connection with the syndication of the transaction), including without limitation, the reasonable fees, charges fees and disbursements of counsel to the Administrative Agent, in connection with the preparation and execution of the Credit Documents, and any amendment, waiver or consent related hereto, whether or not the transactions contemplated herein are consummated. The Borrower further agrees to indemnify each Bank, the Administrative Agent, and their respective Affiliates, directors, agents, advisors, officers and employees, against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all expenses of litigation or preparation therefor, whether or not the indemnified Person is a party thereto, and whether brought by a third-party or by the Borrower or any of its Affiliates) which any of them may incur or reasonably pay arising out of or relating to any Credit Document (including any relating to a misrepresentation by the Borrower under any Credit Document) or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Loan, other than to the extent arising those which arise from the gross negligence or willful misconduct of the party claiming indemnification as determined in a final, non-appealable judgment by a court of competent jurisdictionindemnification. The Borrower, upon demand by any of the Administrative Agent or a Bank at any time, shall reimburse the Administrative Agent or Bank for any reasonable legal or other expenses (including allocable fees and expenses of in-house counsel) incurred in connection with investigating or defending against any of the foregoing except if the same is directly due to the gross negligence or willful misconduct of the party to be indemnified as determined in a final, non-appealable judgment by a court of competent jurisdictionindemnified, provided that with respect to legal costs and expenses incurred in connection with the enforcement of the rights of the Administrative Agent and the Banks under this Section 11.13, the Borrower shall only be obligated to pay the legal fees of the Administrative Agent and not of any other Bank. To the fullest extent permitted by applicable law, the Borrower not shall not assert, and the Borrower hereby waives, any claim against the Administrative Agent Agent, each Issuing Bank and its Affiliates, each of their respective and their respective directors, agents, advisors, officers and employees, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Credit Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof.

Legal Fees, Other Costs and Indemnification. The Borrower (a) Each Borrower, upon written demand by the Administrative Agent, agrees to pay all reasonable and properly documented out-of-pocket costs and expenses of the Arrangers and the Administrative Agent in connection with the preparation and negotiation of the Credit Documents (including past and future reasonable out-of-pocket expenses incurred by the Arrangers and the Administrative Agent in connection with the syndication of the transaction), including without limitation, the reasonable fees, charges fees and disbursements of one legal counsel to the Administrative Agent, plus, if reasonably required by the Administrative Agent, one local counsel in each appropriate jurisdiction) in connection with the preparation and execution of the Credit DocumentsDocuments (not to exceed such amount previously agreed to by the Administrative Agent), and any amendment, waiver or consent related heretothereto, whether or not the transactions contemplated herein therein are consummated. The Each Borrower further agrees to indemnify and hold harmless each Lender, each Affiliate of a Lender, each Arranger, each Issuing Bank, the Swingline Lender, the Administrative Agent, the Other Agents, and their respective Affiliates, directors, agentsofficers, advisorsemployees and attorneys (collectively, officers and employeesthe “Indemnified Parties”), against all losses, claims, damages, penalties, judgments, liabilities and expenses (includingincluding the reasonable fees of one legal counsel for the Indemnified Parties, without limitationplus one local counsel in each appropriate jurisdiction and, all in the case of an actual or perceived conflict of interest, another firm of counsel for the Indemnified Party affected by such conflict, and other reasonable expenses of litigation or preparation therefor, whether or not the indemnified Person such Indemnified Party is a party thereto, and whether brought by a third-party or by the Borrower or any of its Affiliates) which any of them may incur pay or reasonably pay arising out Incur as a result of (a) any action, suit or proceeding by any third party or Governmental Authority against such Indemnified Party and relating to any Credit Document (including Document, the Loans, any relating to a misrepresentation by the Borrower under any Credit Document) or any Letter of the transactions contemplated thereby Credit, or the direct or indirect application or proposed application by a Borrower of the proceeds of any Loan or use of any Letter of Credit, REGARDLESS OF WHETHER SUCH CLAIMS OR ACTIONS ARE FOUNDED IN WHOLE OR IN PART UPON THE ALLEGED SIMPLE OR CONTRIBUTORY NEGLIGENCE OF ANY OF THE INDEMNIFIED PARTIES, (b) any investigation of any third party or any Governmental Authority involving any Lender, any Affiliate of a Lender, any Arranger, any Issuing Bank, the Swingline Lender or the Administrative Agent or the Other Agents (in each case, in such capacity hereunder) and related to any use made or proposed to be made by a Borrower of the proceeds of any Loan, or use of any Letter of Credit or any transaction financed or to be financed in whole or in part, directly or indirectly with the proceeds of any Loan or Letter of Credit, and (c) any investigation of any third party or any Governmental Authority, litigation or proceeding involving any Lender, any Affiliate of a Lender, any Arranger, the Swingline Lender, any Issuing Bank or the Administrative Agent or the Other Agents (in each case, in such capacity hereunder) and related to any environmental cleanup, audit, compliance or other matter relating to any Environmental Law or the presence of any Hazardous Material (including any losses, liabilities, damages, injuries, costs, expenses or claims asserted or arising under any Environmental Law) with respect to the Borrowers, regardless of whether caused by, or within the control of, the Borrowers, provided, however, that no Borrower shall be obligated to indemnify any Indemnified Party for any of the foregoing (i) arising out of such Indemnified Party’s gross negligence, willful misconduct or violation of law or willful breach of its obligations hereunder as found in a final non-appealable judgment of a court of competent jurisdiction or as expressly agreed in writing by such Indemnified Party, (ii) to the extent arising from a litigation, claim or proceeding solely among Indemnified Parties (other than a litigation, claim or proceeding brought against the Administrative Agent in its capacity as such or to the extent arising from the gross negligence actions of a Credit Party) or willful misconduct of (iii) to the party claiming extent such indemnification as determined in relates to Taxes, except any Taxes arising from a final, non-appealable judgment by a court of competent jurisdictionTax claim. The Each Borrower, upon written demand by any of the Administrative Agent Agent, the Other Agents, a Lender, an Affiliate of a Lender, an Arranger, the Swingline Lender or a an Issuing Bank at any time, shall reimburse the Administrative Agent such Agent, Lender, Affiliate of a Lender, Arranger, Swingline Lender or Issuing Bank for any reasonable legal or other expenses (including allocable fees and expenses of in-house counsel) incurred Incurred in connection with investigating or defending against any of the foregoing foregoing, except if the same is directly due excluded from indemnification pursuant to the gross negligence or willful misconduct provisions of the party preceding sentence. Each Indemnified Party agrees to be contest any indemnified as determined claim if requested by the Borrowers, in a finalmanner reasonably directed by the Borrowers, non-appealable judgment with counsel selected by a court the Indemnified Party and approved by the Parent Borrower, which approval shall not be unreasonably withheld or delayed. Any Indemnified Party that proposes or intends to settle or compromise any such indemnified claim shall give the Borrowers written notice of competent jurisdictionthe terms of such settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrowers’ prior written consent thereto, which consent shall not be unreasonably withheld or delayed; provided that with the Indemnified Party shall not be restricted from settling or compromising any such claim if (i) the Indemnified Party waives its right to indemnity from the Borrowers in respect of such claim and such settlement or compromise does not materially increase the Borrowers’ liability pursuant to legal costs and expenses incurred in connection with the enforcement of the rights of the Administrative Agent and the Banks under this Section 11.1311.13 to any related party of such Indemnified Party, the Borrower shall only be obligated to pay the legal fees (ii) an Event of the Administrative Agent and not of any other Bank. To the fullest extent permitted by applicable lawDefault as described in Section 8.1(a), the Borrower shall not assert, and the Borrower hereby waives, any claim against the Administrative Agent and its Affiliates, directors, agents, advisors, officers and employees, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damagesb) arising out of, in connection with, or (as a result ofof a default under Section 7.7), this (f) or (g) or has occurred and is continuing or (iii) the Indemnified Party reasonably believes the Credit Agreement, any other Parties will not be able to satisfy the full amount of such claim and the Credit Document or any agreement or instrument contemplated hereby, Parties have failed to provide sufficient collateral to the transactions contemplated hereby or thereby, any Loan or Indemnified Party to secure the use value of the proceeds thereofsuch claim.

Legal Fees, Other Costs and Indemnification. The Borrower Subject to the limitations set forth in Section 4.1(a)(v), the Borrower, upon demand by the Agent or any of the Lenders, agrees to pay all reasonable and properly documented out-of-pocket costs and expenses of the Arrangers and the Administrative Agent in connection with the preparation and negotiation of the Credit Documents (including past and future reasonable out-of-pocket expenses incurred by the Arrangers and the Administrative Agent in connection with the syndication of the transaction), including without limitation, the reasonable fees, charges fees and disbursements of legal counsel to the Administrative Agent, Agent or any Lender in connection with the preparation and execution of the Credit Documents, and any amendment, waiver or consent related heretothereto, whether or not the transactions contemplated herein therein are consummated, any Default or Event of Default by the Borrower hereunder and any enforcement (including, without limitation, all workout and bankruptcy proceedings) of any of the Credit Documents or collection of any Obligations; provided that the Borrower shall only have to pay the reasonable fees and disbursements of one law firm in connection therewith unless the Agent, any Lender or their counsel is of the reasonable opinion that representation by one law firm would not be feasible or that a conflict of interest would exist. The Borrower further agrees to indemnify the Agent and each BankLender and its respective directors, officers, shareholders, employees and attorneys (collectively, the Administrative Agent, and their respective Affiliates, directors, agents, advisors, officers and employees"Indemnified Parties"), against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable attorneys' fees and other reasonable expenses of litigation or preparation therefor, whether or not the indemnified Person Indemnified Party is a party thereto, and whether brought by a third-party or by the Borrower or any of its Affiliates) which any of them may pay or incur or reasonably pay arising out of or relating to any Credit Document (including any relating to a misrepresentation by the Borrower under a) any Credit Document) or any , the Loans, the Letters of the transactions contemplated thereby Credit or the direct or indirect application or proposed application by the Borrower of the proceeds of any Loan, REGARDLESS OF WHETHER SUCH CLAIMS OR ACTIONS ARE FOUNDED IN WHOLE OR IN PART UPON THE ALLEGED SIMPLE OR CONTRIBUTORY NEGLIGENCE OF ANY OF THE INDEMNIFIED PARTIES AND/OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES OR ATTORNEYS, (b) any investigation of any third party or any governmental authority involving the Agent or any Lender and related to any use made or proposed to be made by the Borrower of the proceeds of the Borrowings, or any transaction financed or to be financed in whole or in part, directly or indirectly with the proceeds of any Borrowing, and (c) any investigation of any third party or any governmental authority, litigation or proceeding, related to any environmental cleanup, audit, compliance or other than matter relating to any Environmental Law or the presence of any Hazardous Material (including, without limitation, any losses, liabilities, damages, injuries, costs, expenses or claims asserted or arising under any Environmental Law) with respect to the extent Borrower or any of its Subsidiaries, regardless of whether caused by, or within the control of, the Borrower or any of its Subsidiaries; provided, however, that the Borrower shall not be obligated to indemnify any Indemnified Party for any of the foregoing arising from the out of (i) such Indemnified Party's gross negligence or willful misconduct misconduct, (ii) the Agent's failure to pay under any Letter of Credit after the party claiming indemnification as determined in presentation to it of a finalrequest required to be paid under applicable law, non-appealable judgment by a court or (iii) the Agent's or any Lender's breach of competent jurisdictionany material provision of any Credit Document. The Borrower, upon demand by any of the Administrative Agent or a Bank Indemnified Party at any time, shall reimburse the Administrative Agent or Bank Indemnified Party for any reasonable legal or other expenses (including allocable fees and expenses of in-house counsel) incurred in connection with investigating or defending against any of the foregoing except if the same is directly due excluded from indemnification pursuant to the gross negligence or willful misconduct provisions of the party to be indemnified as determined in a final, non-appealable judgment by a court of competent jurisdiction, provided that with respect to legal costs and expenses incurred in connection with the enforcement of the rights of the Administrative Agent and the Banks under this Section 11.13, the Borrower shall only be obligated to pay the legal fees of the Administrative Agent and not of any other Bank. To the fullest extent permitted by applicable law, the Borrower shall not assert, and the Borrower hereby waives, any claim against the Administrative Agent and its Affiliates, directors, agents, advisors, officers and employees, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Credit Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereofforegoing sentence.

Legal Fees, Other Costs and Indemnification. The Borrower agrees to pay all reasonable and properly documented out-of-pocket costs and expenses of the Arrangers and the Administrative Agent in connection with the preparation and negotiation of the Credit Documents (including past and future reasonable out-of-pocket expenses incurred by the Arrangers and the Administrative Agent in connection with the syndication of the transaction), including without limitation, the reasonable fees, charges fees and disbursements of counsel to the Administrative AgentArrangers, in connection with the preparation and execution of the Credit Documents, and any amendment, waiver or consent related hereto, whether or not the transactions contemplated herein are consummated. The Borrower further agrees to indemnify each Bank, the Administrative Agent, and their respective Affiliates, directors, agents, advisors, officers and employees, against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all expenses of litigation or preparation therefor, whether or not the indemnified Person is a party thereto, and whether brought by a third-party or by the Borrower or any of its Affiliates) which any of them may incur or reasonably pay arising out of or relating to any Credit Document (including any relating to a misrepresentation by the Borrower under any Credit Document) or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Loan, other than to the extent arising those which arise from the gross negligence or willful misconduct of the party claiming indemnification as determined in a final, non-appealable judgment by a court of competent jurisdictionindemnification. The Borrower, upon demand by any of the Administrative Agent or Agentor a Bank at any time, shall reimburse the Administrative Agent or Bank for any reasonable legal or other expenses (including allocable fees and expenses of in-house counsel) incurred in connection with investigating or defending against any of the foregoing except if the same is directly due to the gross negligence or willful misconduct of the party to be indemnified as determined in a final, non-appealable judgment by a court of competent jurisdictionindemnified, provided that with respect to legal costs and expenses incurred in connection with the enforcement of the Banks rights of the Administrative Agent and the Banks under this Section 11.13hereunder or any work-out or similar situation, the Borrower shall only be obligated to pay the legal fees of the Administrative Agent and not of any other Bank. To the fullest extent permitted by applicable law, the Borrower shall not assert, and the Borrower hereby waives, any claim against the Administrative Agent and its Affiliates, directors, agents, advisors, officers and employees, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Credit Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof.

Legal Fees, Other Costs and Indemnification. The Borrower Borrower, upon demand by the appropriate Person, agrees to pay all reasonable and properly documented the out-of-pocket costs and expenses (a) of the Arrangers Noteholders and the Administrative Agent in connection with the preparation and negotiation of the Credit Documents (including past and future reasonable out-of-pocket expenses incurred by the Arrangers and the Administrative Agent in connection with the syndication of the transaction)Trustee, including including, without limitation, the reasonable fees, charges fees and disbursements of legal counsel to the Administrative AgentNoteholders and the Trustee, in connection with the preparation and execution of the Credit Documents, and any amendment, waiver or consent related heretothereto, whether or not the transactions contemplated herein therein are consummated, and (b) of the Trustee and the Noteholders in connection with advising the Trustee and the Noteholders of their rights and responsibilities under the Credit Documents during any Default or Event of Default or in connection with the enforcement by the Noteholders and the Trustee of any of the Credit Documents against the Borrower. The Borrower further agrees to indemnify each Bankthe Noteholders, the Administrative Agent, Trustee and their respective Affiliates, directors, agentsofficers, advisorsemployees and attorneys (in each case in their capacities as such) (collectively, officers and employeesthe "Indemnified Parties"), against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable attorneys' fees and other reasonable expenses of litigation or preparation therefor, whether or not the indemnified Person such Indemnified Party is a party thereto, and whether brought by a third-party or by the Borrower or any of its Affiliates) thereto which any of them may pay or incur or reasonably pay arising out of or relating to (i) any action, suit or proceeding by any Governmental Authority or any other Person against the Indemnified Party and relating to any applicable law, (ii) any action, suit or proceeding by any Person not a party to this Agreement (a "third party") or Governmental Authority against such Indemnified Party and relating to the execution, delivery or performance (or non-performance) of any Credit Document (including any relating to a misrepresentation by the Borrower under any Credit Document) or any Borrower, the extensions of credit evidenced by the transactions contemplated thereby Notes or the direct or indirect application or proposed application by the Borrower of the proceeds of any LoanNote, other than REGARDLESS OF WHETHER SUCH CLAIMS OR ACTIONS ARE FOUNDED IN WHOLE OR IN PART UPON STRICT LIABILITY OR THE ALLEGED SIMPLE OR CONTRIBUTORY NEGLIGENCE OF ANY OF THE INDEMNIFIED PARTIES AND/OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR ATTORNEYS, (iii) any investigation of any third party or any Governmental Authority involving the Noteholders or the Trustee (in such capacity hereunder) and related to any use made or proposed to be made by the Borrower of the proceeds of the credit extended hereunder, or any transaction financed or to be financed in whole or in part, directly or indirectly with the proceeds of any credit extended hereunder, and (iv) any investigation of any third party or any Governmental Authority, litigation or proceeding involving the Noteholders or the Trustee and related to any environmental cleanup, audit or compliance with respect to the extent Borrower or its properties, or any other matter relating to any Environmental Law or the presence of any Hazardous Material (including, without limitation, any losses, liabilities, damages, injuries, costs, expenses or claims asserted or arising from under any Environmental Law) with respect to the Borrower or its properties or operations, regardless of whether caused by, or within the control of, the Borrower; provided, however, that the Borrower shall not be obligated to indemnify any Indemnified Party for any of the foregoing arising out of such Indemnified Party's gross negligence negligence, or willful misconduct of the party claiming indemnification as determined in a final, non-appealable judgment by a court of competent jurisdictionmisconduct. The Borrower, upon demand by any of Noteholder or the Administrative Agent or a Bank Trustee at any time, shall reimburse the Administrative Agent or Bank applicable Indemnified Party for any reasonable legal or other expenses (including allocable fees and expenses of in-house counsel) incurred in connection with investigating or defending against any of the foregoing except if the same is directly due to the gross negligence or willful misconduct of the party to be indemnified as determined in a final, non-appealable judgment by a court of competent jurisdiction, provided that with respect to legal costs and expenses incurred in connection with the enforcement of the rights of the Administrative Agent foregoing. The Noteholders and the Banks Borrower agree that any payments by the Borrower under this Section 11.13, 4.1 are not duplicative of recoveries to be made by the Borrower shall only be obligated to pay Noteholders under the legal fees of the Administrative Agent and not of any other Bank. To the fullest extent permitted by applicable law, the Borrower shall not assert, and the Borrower hereby waives, any claim against the Administrative Agent and its Affiliates, directors, agents, advisors, officers and employees, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Credit Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereofOperative Documents.

Legal Fees, Other Costs and Indemnification. The Borrower agrees to pay all reasonable and properly documented out-of-pocket costs and expenses of the Arrangers and the Administrative Agent and each Co-Arranger (in their respective roles as Banks hereunder) in connection with the preparation and negotiation of the Credit Documents (including past and future reasonable out-of-pocket expenses incurred by the Arrangers and the Administrative Agent and each Co-Arranger (in their respective roles as Banks hereunder) in connection with the syndication of the transaction), including without limitation, the reasonable fees, charges fees and disbursements of counsel to the Administrative AgentAgent and Co-Arranger (in their respective roles as Banks hereunder), in connection with the preparation and execution of the Credit Documents, and any amendment, waiver or consent related hereto, whether or not the transactions contemplated herein are consummated. The Borrower further agrees to indemnify each Bank, the Administrative Agent, Agent and their respective Affiliates, directors, agents, advisors, officers and employees, against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all expenses of litigation or preparation therefor, whether or not the indemnified Person is a party thereto, and whether brought by a third-party or by the Borrower or any of its Affiliates) which any of them may incur or reasonably pay arising out of or relating to any Credit Document (including any relating to a misrepresentation by the Borrower under any Credit Document) or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Loan, other than to the extent arising those which arise from the gross negligence or willful misconduct of the party claiming indemnification as determined in a final, non-appealable judgment by a court of competent jurisdictionindemnification. The Borrower, upon demand by any of the Administrative Agent or a Bank at any time, shall reimburse the Administrative Agent or such Bank for any reasonable legal or other expenses (including allocable fees and expenses of in-house counsel) incurred in connection with investigating or defending against any of the foregoing except if the same is directly due to the gross negligence or willful misconduct of the party to be indemnified as determined in a final, non-appealable judgment by a court of competent jurisdictionindemnified, provided that with respect to legal costs and expenses incurred in connection with the enforcement of the Banks rights of the Administrative Agent and the Banks under this Section 11.13hereunder or any work-out or similar situation, the Borrower shall only be obligated to pay the legal fees of the Administrative Agent and each Co-Arranger (in their respective roles as Banks hereunder) and not of any other Bank. To the fullest extent permitted by applicable law, the Borrower shall not assert, and the Borrower hereby waives, any claim against the Administrative Agent and its Affiliates, directors, agents, advisors, officers and employees, on any theory Solely for purposes of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out ofthis Section 11.13, in connection withthe event a Co-Arranger is not a Bank but an Affiliate of such Co-Arranger is a Bank hereunder, or as such Affiliate shall be deemed such a result of, Co-Arranger under this Credit Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereofSection 11.13.

Legal Fees, Other Costs and Indemnification. The Borrower agrees to pay all reasonable and properly documented out-of-pocket costs and expenses of the Arrangers and the Administrative Agent in connection with the preparation and negotiation of the Credit Documents (including past and future reasonable out-of-pocket expenses incurred by the Arrangers and the Administrative Agent in connection with the syndication of the transaction)Documents, including without limitation, the reasonable fees, charges and documented fees and disbursements of Xxxxxxx and Xxxxxx LLP and one local foreign counsel to the Administrative Agent, in connection with the preparation and execution of the Credit Documents, and any amendment, waiver or consent related hereto, whether or not the transactions contemplated herein are consummatedconsummated (limited to, in the case of counsel, the reasonable and documented fees and disbursements of a single law firm as counsel to the Administrative Agent and one local counsel in any relevant jurisdiction). The Borrower further agrees to indemnify each Bank, the Administrative Agent, each L/C Issuer, each Lender, each of their respective Affiliates and any security trustee therefor, and their and their Affiliates’ respective Affiliatesdirectors, directorsofficers, employees, agents, financial advisors, officers and employees, consultants (each such Person being called an “Indemnitee”) against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee and all reasonable expenses of litigation or preparation therefor, whether initiated by a third party or by the Borrower, any Subsidiary, any Affiliate of the Parent or any of their respective equity holders or creditors and whether or not the indemnified Person Indemnitee is a party thereto, and whether brought by a third-party or by the Borrower or any of its Affiliatessettlement arrangement arising from or relating to any such litigation) which any of them may pay or incur or reasonably pay arising out of or relating to any Credit Document (including any relating to a misrepresentation by the Borrower under any Credit Document) or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Loan, other than Swingline Loan or Letter of Credit; provided that such indemnity shall not, as to any Indemnitee, be available to the extent arising that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or its or its Affiliates’ directors, officers, employees, agents, financial advisors or consultants (each a “Related Indemnitee”), (y) result from a claim brought by the party claiming indemnification Borrower against an Indemnitee or its Related Indemnitees for material breach of such Indemnitee’s or its Related Indemnitee’s obligations hereunder or under any other Credit Document, if the Borrower has obtained a final and nonappealable judgment in its favor on such claim as determined in a final, non-appealable judgment by a court of competent jurisdictionjurisdiction or (z) results from a dispute solely between Indemnitees and not (1) involving any action or inaction by the Parent or any of its Subsidiaries or (2) relating to any action of such Indemnitee in its capacity as Administrative Agent or L/C Issuer. The Borrower, upon demand by any of the Administrative Agent Agent, an L/C Issuer or a Bank Lender at any time, shall reimburse the Administrative Agent Agent, such L/C Issuer or Bank such Lender for any reasonable legal or other expenses (including allocable including, without limitation, all reasonable and documented fees and expenses disbursements of in-house counselcounsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except if to the extent the same (i) is directly due to the gross negligence or willful misconduct of the party to be indemnified as (in any case, determined in a final, non-appealable judgment by a court of competent jurisdictionjurisdiction by a final non-appealable judgment), provided that with respect to legal costs and expenses incurred in connection with the enforcement of the rights of the Administrative Agent and the Banks under this Section 11.13, (ii) result from a claim brought by the Borrower shall only be obligated to pay the legal fees against an Indemnitee or its Related Indemnitees for material breach of the Administrative Agent and not of any other Bank. To the fullest extent permitted by applicable law, the Borrower shall not assert, and the Borrower hereby waives, any claim against the Administrative Agent and such Indemnitee’s or its Affiliates, directors, agents, advisors, officers and employees, on any theory of liability, for special, indirect, consequential Related Indemnitee’s obligations hereunder or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Credit Agreement, under any other Credit Document or any agreement or instrument contemplated herebyDocument, if the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof.Borrower has obtained a final

Legal Fees, Other Costs and Indemnification. The Borrower agrees to pay on demand all reasonable and properly documented out-of-pocket costs and expenses of the Arrangers Administrative Agent and the Administrative Agent Syndication Agents in connection with the preparation and negotiation of the Credit Documents (including past and future reasonable out-of-pocket expenses incurred by the Arrangers and the Administrative Agent ABN AMRO Bank N.V. or Salomon Smith Barney Inc. in connection with the syndication of the transactiontxxxxxxxxxx), including including, without limitation, the reasonable fees, charges fees and disbursements of counsel to the Administrative AgentAgent and the Syndication Agents, in connection with the preparation and execution of the Credit Documents, Documents and any amendment, waiver or consent related hereto, whether or not the transactions contemplated herein are consummated. The Borrower further agrees to indemnify each Bank, the Administrative Agent, and their respective Affiliates, directors, agents, advisors, officers and employees, against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all expenses of litigation or preparation therefor, whether or not the indemnified Person is a party thereto, and whether brought by a third-party or by the Borrower or any of its Affiliates) which any of them may incur or reasonably pay or that may be claimed against any of them by any Person arising out of or relating to any Credit Document (including any relating to a any misrepresentation or false certification by or on behalf of the Borrower under any Credit DocumentBorrower) or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Loan, Loan other than to the extent arising those which arise from the gross negligence or willful misconduct of the party claiming indemnification as determined in a final, non-appealable judgment by a court of competent jurisdictionindemnification. The Borrower, upon demand by any of the Administrative Agent or a Bank at any time, shall reimburse the Administrative Agent or Bank for any reasonable costs and legal or other expenses (including allocable fees and expenses of in-house counsel) incurred in connection with investigating or defending against any of the foregoing or the enforcement of any rights or remedies under this Agreement, any Note and the other documents to be delivered hereunder, except if the same is directly due to the gross negligence or willful misconduct of the party to be indemnified as determined in a final, non-appealable judgment by a court of competent jurisdiction, provided that with respect to legal costs and expenses incurred in connection with the enforcement of the rights of the Administrative Agent and the Banks under this Section 11.13, the Borrower shall only be obligated to pay the legal fees of the Administrative Agent and not of any other Bank. To the fullest extent permitted by applicable law, the Borrower shall not assert, and the Borrower hereby waives, any claim against the Administrative Agent and its Affiliates, directors, agents, advisors, officers and employees, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Credit Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereofindemnified.

Legal Fees, Other Costs and Indemnification. The Borrower Borrower, upon demand by the Agent or any Lender, agrees to pay all the reasonable fees and properly documented out-of-pocket costs disbursements of legal counsel and expenses of financial advisors to the Arrangers and the Administrative Agent or any Lender in connection with the preparation and negotiation of the Credit Documents (including past and future reasonable out-of-pocket expenses incurred by the Arrangers and the Administrative Agent in connection with the syndication of the transaction), including without limitation, the reasonable fees, charges and disbursements of counsel to the Administrative Agent, in connection with a) the preparation and execution of the Credit Documents, and any amendment, waiver or consent related heretothereto, whether or not the transactions contemplated herein therein are consummated, (b) any Default or Event of Default by the Borrower hereunder and any enforcement (including, without limitation, all workout and bankruptcy proceedings) of any of the Credit Documents or collection of any Obligations, and (c) any refinancings, restructures or "work out" of the transactions contemplated by the Credit Documents; provided that the Borrower shall only have to pay the reasonable fees and disbursements of one law firm and one financial advisory firm in connection therewith unless the Agent, any Lender or their counsel is of the reasonable opinion that representation by one law firm or one financial advisory firm, as applicable, would not be feasible or that a conflict of interest would exist. The Borrower further agrees to indemnify the Agent and each BankLender and its respective directors, officers, shareholders, employees and attorneys (collectively, the Administrative Agent, and their respective Affiliates, directors, agents, advisors, officers and employees"INDEMNIFIED PARTIES"), against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable attorneys' fees and other reasonable expenses of litigation or preparation therefor, whether or not the indemnified Person Indemnified Party is a party thereto, and whether brought by a third-party or by the Borrower or any of its Affiliates) which any of them may pay or incur or reasonably pay arising out of or relating to any Credit Document (including any relating to a misrepresentation by the Borrower under a) any Credit Document) or any , the Loans, the Letters of the transactions contemplated thereby Credit or the direct or indirect application or proposed application by the Borrower of the proceeds of any Loan, REGARDLESS OF WHETHER SUCH CLAIMS OR ACTIONS ARE FOUNDED IN WHOLE OR IN PART UPON THE ALLEGED SIMPLE OR CONTRIBUTORY NEGLIGENCE OF ANY OF THE INDEMNIFIED PARTIES AND/OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES OR ATTORNEYS, (b) any investigation of any third party or any governmental authority involving the Agent or any Lender and related to any use made or proposed to be made by the Borrower of the proceeds of the Loans, or any transaction financed or to be financed in whole or in part, directly or indirectly with the proceeds of any Loan, and (c) any investigation of any third party or any governmental authority, litigation or proceeding, related to any environmental cleanup, audit, compliance or other than matter relating to any Environmental Law or the presence of any Hazardous Material (including, without limitation, any losses, liabilities, damages, injuries, costs, expenses or claims asserted or arising under any Environmental Law) with respect to the extent Borrower or any of its Subsidiaries, regardless of whether caused by, or within the control of, the Borrower or any of its Subsidiaries; provided, however, that the Borrower shall not be obligated to indemnify any Indemnified Party for any of the foregoing arising from the out of (i) such Indemnified Party's gross negligence or willful misconduct misconduct, (ii) the Agent's failure to pay under any Letter of Credit after the party claiming indemnification as determined in presentation to it of a finalrequest required to be paid under applicable law, non-appealable judgment by a court (iii) the Agent's or any Lender's breach of competent jurisdictionany material provision of any Credit Document, or any dispute solely among the Agent and the Lenders or any of same. The Borrower, upon demand by any of the Administrative Agent or a Bank Indemnified Party at any time, shall reimburse the Administrative Agent or Bank Indemnified Party for any reasonable legal or other expenses (including allocable fees and expenses of in-house counsel) incurred in connection with investigating or defending against any of the foregoing except if the same is directly due excluded from indemnification pursuant to the gross negligence or willful misconduct provisions of the party to be indemnified as determined in a final, non-appealable judgment by a court of competent jurisdiction, provided that with respect to legal costs and expenses incurred in connection with the enforcement of the rights of the Administrative Agent and the Banks under this Section 11.13, the Borrower shall only be obligated to pay the legal fees of the Administrative Agent and not of any other Bank. To the fullest extent permitted by applicable law, the Borrower shall not assert, and the Borrower hereby waives, any claim against the Administrative Agent and its Affiliates, directors, agents, advisors, officers and employees, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Credit Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereofforegoing sentence.

Legal Fees, Other Costs and Indemnification. The Borrower Borrower, ------------------------------------------- upon demand by the Administrative Agent, agrees to pay all reasonable and properly documented out-of-pocket costs and expenses of the Arrangers and the Administrative Agent in connection with the preparation and negotiation of the Credit Documents (including past and future reasonable out-of-pocket expenses incurred by the Arrangers and the Administrative Agent in connection with the syndication of the transaction), including without limitation, the reasonable fees, charges fees and disbursements of legal counsel to the Administrative Agent, Agent in connection with the preparation and execution of the Credit DocumentsDocuments (which shall be in an amount agreed in writing by the Borrower), and any amendment, waiver or consent related heretothereto, whether or not the transactions contemplated herein therein are consummated. The Borrower further agrees to indemnify each Lender, Issuing Bank, the Administrative Agent, the Co-Syndication Agents, the Co-Documentation Agents, the Managing Agents, and their respective Affiliates, directors, agentsofficers, advisorsemployees and attorneys (collectively, officers and employeesthe "Indemnified Parties"), against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable attorneys' fees and other reasonable expenses of litigation or preparation therefor, whether or not the indemnified Person such Indemnified Party is a party thereto, and whether brought by a third-party or by the Borrower or any of its Affiliates) which any of them may pay or incur as a result of (a) any action, suit or reasonably pay arising out of proceeding by any third party or governmental authority against such Indemnified Party and relating to any Credit Document (including Document, the Loans, any relating to a misrepresentation by the Borrower under any Credit Document) or any Letter of the transactions contemplated thereby Credit, or the direct or indirect application or proposed application by any of the Borrower of the proceeds of any Loan or use of any Letter of Credit, REGARDLESS OF WHETHER SUCH CLAIMS OR ACTIONS ARE FOUNDED IN WHOLE OR IN PART UPON THE ALLEGED SIMPLE OR CONTRIBUTORY NEGLIGENCE OF ANY OF THE INDEMNIFIED PARTIES AND/OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR ATTORNEYS, (b) any investigation of any third party or any governmental authority involving any Lender (as a lender hereunder), Issuing Bank, or the Administrative Agent, the Co-Syndication Agents, the Co-Documentation Agents or the Managing Agents (in such capacity hereunder) and related to any use made or proposed to be made by the Borrower of the proceeds of any Loan, or use of any Letter of Credit or any transaction financed or to be financed in whole or in part, directly or indirectly with the proceeds of any Loan or Letter of Credit, and (c) any investigation of any third party or any governmental authority, litigation or proceeding involving any Lender (as a lender hereunder) or the Administrative Agent, the Co-Syndication Agents, the Co-Documentation Agents or the Managing Agents (in such capacity hereunder) and related to any environmental cleanup, audit, compliance or other than matter relating to any Environmental Law or the presence of any Hazardous Material (including, without limitation, any losses, liabilities, damages, injuries, costs, expenses or claims asserted or arising under any Environmental Law) with respect to the extent Borrower, regardless of whether caused by, or within the control of, the Borrower; provided, however, that the Borrower shall not be obligated to indemnify any Indemnified Party for any of the foregoing arising from the out of such Indemnified Party's gross negligence or willful misconduct of the party claiming indemnification misconduct, as determined in pursuant to a final, non-appealable final nonappealable judgment by of a court of competent jurisdictionjurisdiction or as expressly agreed in writing by such Indemnified Party. The Borrower, upon demand by any of the Administrative Agent Agent, the Co-Syndication Agents, the Co-Documentation Agents, the Managing Agents or a Lender or Issuing Bank at any time, shall reimburse the Administrative such Agent or such Lender or Issuing Bank for any reasonable legal or other expenses (including allocable fees and expenses of in-house counsel) incurred in connection with investigating or defending against any of the foregoing foregoing, except if the same is directly due excluded from indemnification pursuant to the gross negligence or willful misconduct provisions of the party preceding sentence. Each Indemnified Party agrees to be contest any indemnified as determined claim if requested by the Borrower, in a finalmanner reasonably directed by the Borrower, non-appealable judgment with counsel selected by a court the Indemnified Party and approved by the Borrower, which approval shall not be unreasonably withheld or delayed. Any Indemnified Party that proposes to settle or compromise any such indemnified claim shall give the Borrower written notice of competent jurisdictionthe terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's prior written consent thereto, which consent shall not be unreasonably withheld or delayed; provided that with respect the Indemnified Party shall not be 77 restricted from settling or compromising any such claim if the Indemnified Party waives its right to legal costs and expenses incurred in connection with the enforcement of the rights of the Administrative Agent and the Banks under this Section 11.13, indemnity from the Borrower shall only be obligated to pay the legal fees in respect of the Administrative Agent and not of any other Bank. To the fullest extent permitted by applicable law, the Borrower shall not assert, and the Borrower hereby waives, any claim against the Administrative Agent and its Affiliates, directors, agents, advisors, officers and employees, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Credit Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereofsuch claim.

Legal Fees, Other Costs and Indemnification. (a) The Borrower agrees Company and (to the extent permitted by Section 17.19 hereof) the other Borrowers agree, jointly and severally, to pay all reasonable and properly documented out-of-pocket costs and expenses of the Arrangers and the Administrative Agent (which in any event may include allocated costs of in-house counsel) in connection with the preparation and negotiation of the Credit Documents (including past and future reasonable out-of-pocket expenses incurred by the Arrangers and the Administrative Agent in connection with the syndication of the transaction)Loan Documents, including without limitation, the reasonable fees, charges fees and disbursements of counsel Chapxxx xxx Cutlxx, xxunsel to the Administrative Agent, in connection with the preparation and execution of the Credit Loan Documents, and any amendment, waiver or consent related hereto, whether or not the transactions contemplated herein are consummated, together with any fees and charges suffered or incurred by the Administrative Agent in connection with periodic environmental audits, fixed asset appraisals, title insurance policies, collateral filing fees and lien searches. The Borrower Company and (to the extent permitted by Section 17.19 hereof) the other Borrowers further agrees agree, jointly and severally, to indemnify each Bank, the Administrative each Agent, and their respective Affiliates, directors, agents, advisors, officers and employees, against all losses, claims, damages, penalties, judgments, liabilities and reasonable out-of-pocket expenses (including, without limitation, all expenses of litigation or preparation therefor, whether or not the indemnified Person is a party theretothereto and in any event also including, and whether brought by a thirdwithout limitation, allocated costs of in-party or by the Borrower or any of its Affiliateshouse counsel) which any of them may incur or reasonably pay arising out of or relating to any Credit Loan Document (including any relating to a misrepresentation by the Borrower under any Credit Document) or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any LoanLoan or Letter of Credit, other than to the extent arising those which arise from the gross negligence or willful misconduct of the party claiming indemnification as determined in a final, non-appealable judgment by a court of competent jurisdictionindemnification. The BorrowerCompany and (to the extent permitted by Section 17.19 hereof) the other Borrowers, upon demand on any one or more of them by any of the Administrative Agent or a Bank at any time, shall reimburse the Administrative such Agent or Bank for any reasonable legal or other out-of-pocket expenses (including allocable fees and expenses which in any event may include allocated costs of in-house counsel) incurred in connection with investigating or defending against any of the foregoing except if the same is directly due to the gross negligence or willful misconduct of the party to be indemnified as determined in a final, non-appealable judgment by a court of competent jurisdiction, provided that with respect to legal costs and expenses incurred in connection with the enforcement of the rights of the Administrative Agent and the Banks under this Section 11.13, the Borrower shall only be obligated to pay the legal fees of the Administrative Agent and not of any other Bank. To the fullest extent permitted by applicable law, the Borrower shall not assert, and the Borrower hereby waives, any claim against the Administrative Agent and its Affiliates, directors, agents, advisors, officers and employees, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Credit Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereofindemnified.

Legal Fees, Other Costs and Indemnification. The Borrower ------------------------------------------------ Borrower, upon demand by the Administrative Agent, agrees to pay all reasonable and properly documented out-of-pocket costs and expenses of the Arrangers and the Administrative Agent in connection with the preparation and negotiation of the Credit Documents (including past and future reasonable out-of-pocket expenses incurred by the Arrangers and the Administrative Agent in connection with the syndication of the transaction), including without limitation, the reasonable fees, charges fees and disbursements of legal counsel to the Administrative Agent, Agent in connection with the preparation and execution of the Credit DocumentsDocuments (which shall be in an amount agreed in writing by the Borrower), and any amendment, waiver or consent related heretothereto, whether or not the transactions contemplated herein therein are consummated. The Borrower further agrees to indemnify each Lender, Issuing Bank, the Administrative Agent, the Co-Syndication Agents, the Co-Documentation Agents, the Managing Agents, and their respective Affiliates, directors, agentsofficers, advisorsemployees and attorneys (collectively, officers and employeesthe "Indemnified Parties"), against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable attorneys' fees and other reasonable expenses of litigation or preparation therefor, whether or not the indemnified Person such Indemnified Party is a party thereto, and whether brought by a third-party or by the Borrower or any of its Affiliates) which any of them may pay or incur as a result of (a) any action, suit or reasonably pay arising out of proceeding by any third party or governmental authority against such Indemnified Party and relating to any Credit Document (including Document, the Loans, any relating to a misrepresentation by the Borrower under any Credit Document) or any Letter of the transactions contemplated thereby Credit, or the direct or indirect application or proposed application by any of the Borrower of the proceeds of any Loan or use of any Letter of Credit, REGARDLESS OF WHETHER SUCH CLAIMS OR ACTIONS ARE FOUNDED IN WHOLE OR IN PART UPON THE ALLEGED SIMPLE OR CONTRIBUTORY NEGLIGENCE OF ANY OF THE INDEMNIFIED PARTIES AND/OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR ATTORNEYS, (b) any investigation of any third party or any governmental authority involving any Lender (as a lender hereunder), Issuing Bank, or the Administrative Agent, the Co-Syndication Agents, the Co-Documentation Agents or the Managing Agents (in such capacity hereunder) and related to any use made or proposed to be made by the Borrower of the proceeds of any Loan, or use of any Letter of Credit or any transaction financed or to be financed in whole or in part, directly or indirectly with the proceeds of any Loan or Letter of Credit, and (c) any investigation of any third party or any governmental authority, litigation or proceeding involving any Lender (as a lender hereunder) or the Administrative Agent, the Co-Syndication Agents, the Co-Documentation Agents or the Managing Agents (in such capacity hereunder) and related to any environmental cleanup, audit, compliance or other than matter relating to any Environmental Law or the presence of any Hazardous Material (including, without limitation, any losses, liabilities, damages, injuries, costs, expenses or claims asserted or arising under any Environmental Law) with respect to the extent Borrower, regardless of whether caused by, or within the control of, the Borrower; provided, however, that the Borrower shall not be obligated to indemnify any Indemnified Party for any of the foregoing arising from the out of such Indemnified Party's gross negligence or willful misconduct of the party claiming indemnification misconduct, as determined in pursuant to a final, non-appealable final nonappealable judgment by of a court of competent jurisdictionjurisdiction or as expressly agreed in writing by such Indemnified Party. The Borrower, upon demand by any of the Administrative Agent Agent, the Co-Syndication Agents, the Co-Documentation Agents, the Managing Agents or a Lender or Issuing Bank at any time, shall reimburse the Administrative such Agent or such Lender or Issuing Bank for any reasonable legal or other expenses (including allocable fees and expenses of in-house counsel) incurred in connection with investigating or defending against any of the foregoing foregoing, except if the same is directly due excluded from indemnification pursuant to the gross negligence or willful misconduct provisions of the party preceding sentence. Each Indemnified Party agrees to be contest any indemnified as determined claim if requested by the Borrower, in a finalmanner reasonably directed by the Borrower, non-appealable judgment with counsel selected by a court the Indemnified Party and approved by the Borrower, which approval shall not be unreasonably withheld or delayed. Any Indemnified Party that proposes to settle or compromise any such indemnified claim shall give the Borrower written notice of competent jurisdictionthe terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's prior written consent thereto, which consent shall not be unreasonably withheld or delayed; provided that with respect the Indemnified Party shall not be restricted from settling or compromising any such claim if the Indemnified Party waives its right to legal costs and expenses incurred in connection with the enforcement of the rights of the Administrative Agent and the Banks under this Section 11.13, indemnity from the Borrower shall only be obligated to pay the legal fees in respect of the Administrative Agent and not of any other Bank. To the fullest extent permitted by applicable law, the Borrower shall not assert, and the Borrower hereby waives, any claim against the Administrative Agent and its Affiliates, directors, agents, advisors, officers and employees, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Credit Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereofsuch claim.

Legal Fees, Other Costs and Indemnification. The Borrower Borrower, upon demand by the applicable Noteholder or the Trustee, agrees to pay all reasonable and properly documented the out-of-pocket costs and expenses (including without limitation the fees and disbursements of legal counsel to the Noteholders and the Trustee) (a) of the Arrangers Noteholders and the Administrative Agent Trustee in connection with the preparation and negotiation of the Credit Documents (including past and future reasonable out-of-pocket expenses incurred by the Arrangers and the Administrative Agent in connection with the syndication of the transaction), including without limitation, the reasonable fees, charges and disbursements of counsel to the Administrative Agent, in connection with the preparation and execution of the Credit Documents, and any amendment, waiver or consent related heretothereto, whether or not the transactions contemplated herein therein are consummated, and (b) of the Trustee and the Noteholders in connection with advising the Trustee and the Noteholders of their rights and responsibilities under the Credit Documents during any Default or Event of Default or in connection with the enforcement by the Noteholders and the Trustee of any of the Credit Documents against any Obligor. The Borrower further agrees to indemnify each Bankthe Noteholders, the Administrative Agent, Trustee and their respective Affiliates, directors, agentsofficers, advisorsemployees and attorneys (in each case in their capacities as such) (collectively, officers and employeesthe "Indemnified Parties"), against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable attorneys' fees and other reasonable expenses of litigation or preparation therefor), whether or not the indemnified Person such Indemnified Party is a party theretothereto which any of them may pay or incur arising out of or relating to (i) any action, suit or proceeding by any Governmental Authority or any other Person against the Indemnified Party and relating to any applicable law, (ii) any action, suit or proceeding by any Person not a party to this Agreement (a "third party") or Governmental Authority against such Indemnified Party and relating to the execution, delivery or performance (or non-performance) of any Credit Document by the Borrower and its Subsidiaries, the extensions of credit evidenced by the Notes or the application or proposed application by the Borrower and its Subsidiaries of the proceeds of any Note, REGARDLESS OF WHETHER SUCH CLAIMS OR ACTIONS ARE FOUNDED IN WHOLE OR IN PART UPON STRICT LIABILITY OR THE ALLEGED SIMPLE OR CONTRIBUTORY NEGLIGENCE OF ANY OF THE INDEMNIFIED PARTIES AND/OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR ATTORNEYS, (iii) any investigation of any third party or any Governmental Authority involving the Noteholders or the Trustee (in such capacity hereunder) and related to any use made or proposed to be made by the Borrower of the proceeds of the credit extended hereunder, or any transaction financed or to be financed in whole or in part, directly or indirectly with the proceeds of any credit extended hereunder, and whether brought by a third-(iv) any investigation of any third party or by any Governmental Authority, litigation or proceeding involving the Noteholders or the Trustee and related to any environmental cleanup, audit or compliance with respect to the Borrower or any of its Affiliates) which Subsidiaries or any properties of the Borrower or any of them may incur its Subsidiaries, or reasonably pay any other matter relating to any Environmental Law or the presence of any Hazardous Material (including, without limitation, any losses, liabilities, damages, injuries, costs, expenses or claims asserted or arising under any Environmental Law) with respect to the Borrower or any of its Subsidiaries or any properties or operations of the Borrower or any of its Subsidiaries, regardless of whether caused by, or within the control of, the Borrower or any of its Subsidiaries; provided, however, that the Borrower shall not be obligated to indemnify any Indemnified Party for any of the foregoing arising out of or relating to any Credit Document (including any relating to a misrepresentation by the Borrower under any Credit Document) or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Loansuch Indemnified Party's gross negligence, other than to the extent arising from the gross negligence or willful misconduct of the party claiming indemnification as determined in a final, non-appealable judgment by a court of competent jurisdictionmisconduct. The Borrower, upon demand by any of Noteholder or the Administrative Agent or a Bank Trustee at any time, shall reimburse the Administrative Agent or Bank applicable Indemnified Party for any reasonable legal or other expenses (including allocable fees and expenses of in-house counsel) incurred in connection with investigating or defending against any of the foregoing except if the same is directly due to the gross negligence or willful misconduct of the party to be indemnified as determined in a final, non-appealable judgment by a court of competent jurisdiction, provided that with respect to legal costs and expenses incurred in connection with the enforcement of the rights of the Administrative Agent foregoing. The Noteholders and the Banks Borrower agree that any payments by the Borrower under this Section 11.13, 4.1 are not duplicative of amounts recoverable by the Borrower shall only be obligated to pay Noteholders under the legal fees of the Administrative Agent and not of any other Bank. To the fullest extent permitted by applicable law, the Borrower shall not assert, and the Borrower hereby waives, any claim against the Administrative Agent and its Affiliates, directors, agents, advisors, officers and employees, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Credit Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereofOperative Documents.

Legal Fees, Other Costs and Indemnification. The Borrower agrees to pay all reasonable and properly documented out-of-pocket costs and expenses of the Arrangers Agent and the Administrative Documentation Agent in connection with the preparation and negotiation of the Credit Documents (including past and future reasonable out-of-pocket expenses incurred by the Arrangers and the Administrative Agent in connection with the syndication of the transaction)Documents, including without limitation, the reasonable fees, charges fees and disbursements of Xxxxxxx and Xxxxxx, counsel to the Administrative Agent, printing costs, courier, telefax, telephone, publicity, transportation in connection with the preparation and execution of the Credit Documents, and any amendment, waiver or consent related hereto, whether or not the transactions contemplated herein are consummated. The Borrower further agrees to indemnify each Bank, the Administrative Agent, the Documentation Agent, the Issuing Agent and their respective Affiliates, directors, agents, advisors, officers and employees, against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all expenses of litigation or preparation therefor, whether or not the indemnified Person is a party thereto, and whether brought by a third-party or by the Borrower or any of its Affiliates) which any of them may incur or reasonably pay arising out of or relating to any Credit Document (including any relating to a misrepresentation by the Borrower under any Credit Document) or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any LoanLoan or Letter of Credit, other than to the extent arising those which arise from the gross negligence or willful misconduct of the party claiming indemnification as determined in a final, non-appealable judgment by a court of competent jurisdictionindemnification. The Borrower, upon demand by any of the Administrative Agent, the Documentation Agent, the Issuing Agent or a Bank at any time, shall reimburse the Administrative Agent, the Documentation Agent, the Issuing Agent or Bank for any reasonable legal or other expenses (including allocable fees and expenses of in-house counsel) incurred in connection with investigating or defending against any of the foregoing except if the same is directly due to the gross negligence or willful misconduct of the party to be indemnified as determined in a final, non-appealable judgment by a court of competent jurisdiction, provided that with respect to legal costs and expenses incurred in connection with the enforcement of the rights of the Administrative Agent and the Banks under this Section 11.13, the Borrower shall only be obligated to pay the legal fees of the Administrative Agent and not of any other Bank. To the fullest extent permitted by applicable law, the Borrower shall not assert, and the Borrower hereby waives, any claim against the Administrative Agent and its Affiliates, directors, agents, advisors, officers and employees, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Credit Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereofindemnified.

Legal Fees, Other Costs and Indemnification. The Borrower Borrower, upon demand by the Lender, agrees to pay all reasonable and properly documented out-of-pocket costs and expenses of the Arrangers and the Administrative Agent in connection with the preparation and negotiation of the Credit Documents (including past and future reasonable out-of-pocket expenses incurred by the Arrangers and the Administrative Agent in connection with the syndication of the transaction), including without limitation, the reasonable fees, charges fees and disbursements of legal counsel to the Administrative Agent, Lender in connection with the preparation and execution of the Credit Loan Documents, and any amendment, waiver or consent related heretothereto, whether or not the transactions contemplated herein therein are consummated, any Default or Event of Default by the Borrower hereunder and any enforcement of any of the Loan Documents. The Borrower further agrees to indemnify each Bankthe Lender and its respective directors, officers, shareholders, employees and attorneys (collectively, the Administrative Agent, and their respective Affiliates, directors, agents, advisors, officers and employees"Indemnified Parties"), against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable attorneys' fees and other reasonable expenses of litigation or preparation therefor, whether or not the indemnified Person Indemnified Party is a party thereto, and whether brought by a third-party or by the Borrower or any of its Affiliates) which any of them may pay or incur or reasonably pay arising out of or relating to (a) any Credit Document (including any relating to a misrepresentation by Loan Document, the Borrower under any Credit Document) or any of the transactions contemplated thereby Loan or the direct or indirect application or proposed application by any of the Borrower of the proceeds of any Loan, other than REGARDLESS OF WHETHER SUCH CLAIMS OR ACTIONS ARE FOUNDED IN WHOLE OR IN PART UPON THE ALLEGED SIMPLE, SOLE OR CONTRIBUTORY NEGLIGENCE OF ANY OF THE INDEMNIFIED PARTIES AND/OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES OR ATTORNEYS, and (b) any investigation of any third party or any governmental authority involving the Lender and related to any use made or proposed to be made by the extent Borrower of the proceeds of the Advance or any transaction financed or to be financed in whole or in part, directly or indirectly with the proceeds of any Advance; provided, however, that the Borrower shall not be obligated to indemnify any Indemnified Party for any of the foregoing arising from the out of such Indemnified Party's gross negligence or willful misconduct of the party claiming indemnification as determined in a final, non-appealable judgment by a court of competent jurisdictionmisconduct. The Borrower, upon demand by any of the Administrative Agent or a Bank Indemnified Party at any time, shall reimburse the Administrative Agent or Bank Indemnified Party for any reasonable legal or other expenses (including allocable fees and expenses of in-house counsel) incurred in connection with investigating or defending against any of the foregoing except if the same is directly due excluded from indemnification pursuant to the gross negligence or willful misconduct provisions of the party to be indemnified as determined in a final, non-appealable judgment by a court of competent jurisdiction, provided that with respect to legal costs and expenses incurred in connection with the enforcement of the rights of the Administrative Agent and the Banks under this Section 11.13, the Borrower shall only be obligated to pay the legal fees of the Administrative Agent and not of any other Bank. To the fullest extent permitted by applicable law, the Borrower shall not assert, and the Borrower hereby waives, any claim against the Administrative Agent and its Affiliates, directors, agents, advisors, officers and employees, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Credit Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereofforegoing sentence.

Legal Fees, Other Costs and Indemnification. The Borrower Company, upon demand by the Administrative Agent, agrees to pay all reasonable and properly documented out-of-pocket costs and expenses of the Arrangers and the Administrative Agent in connection with the preparation and negotiation of the Credit Documents (including past and future reasonable out-of-pocket expenses incurred by the Arrangers and the Administrative Agent in connection with the syndication of the transaction)including, including without limitation, the reasonable fees, charges fees and disbursements of legal counsel to the Administrative Agent, ) in connection with the preparation and execution of the Credit DocumentsDocuments (not to exceed such amount previously agreed to by the Administrative Agent), and any amendment, waiver or consent related heretothereto, whether or not the transactions contemplated herein therein are consummated. The Borrower Company further agrees to indemnify and hold harmless each Lender, each Affiliate of a Lender, each Co-Arranger, each Issuing Bank, the Swingline Lender, the Administrative Agent, the Other Agents, and their respective Affiliates, directors, agentsofficers, advisorsemployees and attorneys (collectively, officers and employeesthe “Indemnified Parties”), against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable attorneys’ fees and other reasonable expenses of litigation or preparation therefor, whether or not the indemnified Person such Indemnified Party is a party thereto, and whether brought by a third-party or by the Borrower or any of its Affiliates) which any of them may pay or incur as a result of (a) any action, suit or reasonably pay arising out of proceeding by any third party or Governmental Authority against such Indemnified Party and relating to any Credit Document (including Document, the Loans, any relating to a misrepresentation by the Borrower under any Credit Document) or any Letter of the transactions contemplated thereby Credit, or the direct or indirect application or proposed application by any of a Borrower of the proceeds of any Loan or use of any Letter of Credit, REGARDLESS OF WHETHER SUCH CLAIMS OR ACTIONS ARE FOUNDED IN WHOLE OR IN PART UPON THE ALLEGED SIMPLE OR CONTRIBUTORY NEGLIGENCE OF ANY OF THE INDEMNIFIED PARTIES AND/OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR ATTORNEYS, (b) any investigation of any third party or any Governmental Authority involving any Lender (as a lender hereunder), any Affiliate of a Lender, any Co-Arranger, any Issuing Bank, the Swingline Lender or the Administrative Agent or the Other Agents (in such capacity hereunder) and related to any use made or proposed to be made by a Borrower of the proceeds of any Loan, or use of any Letter of Credit or any transaction financed or to be financed in whole or in part, directly or indirectly with the proceeds of any Loan or Letter of Credit, and (c) any investigation of any third party or any Governmental Authority, litigation or proceeding involving any Lender (as a lender hereunder), any Affiliate of a Lender, any Co-Arranger (in such capacity hereunder), the Swingline Lender (as a swingline lender hereunder), any Issuing Bank (as an issuer of Letters of Credit hereunder) or the Administrative Agent or the Other Agents (in such capacity hereunder) and related to any environmental cleanup, audit, compliance or other than matter relating to any Environmental Law or the presence of any Hazardous Material (including, without limitation, any losses, liabilities, damages, injuries, costs, expenses or claims asserted or arising under any Environmental Law) with respect to the extent Company, regardless of whether caused by, or within the control of, the Company; provided, however, that the Company shall not be obligated to indemnify any Indemnified Party for any of the foregoing arising from the out of such Indemnified Party’s gross negligence negligence, willful misconduct, violation of law or willful misconduct breach of the party claiming indemnification its obligations hereunder, as determined in pursuant to a final, non-appealable judgment by of a court of competent jurisdictionjurisdiction or as expressly agreed in writing by such Indemnified Party. The BorrowerCompany, upon demand by any of the Administrative Agent Agent, the Other Agents, a Lender, an Affiliate of a Lender, a Co-Arranger, the Swingline Lender or a Issuing Bank at any time, shall reimburse the Administrative Agent such Agent, Lender, Affiliate of a Lender, Co-Arranger, Swingline Lender or Issuing Bank for any reasonable legal or other expenses (including allocable fees and expenses of in-house counsel) incurred in connection with investigating or defending against any of the foregoing foregoing, except if the same is directly due excluded from indemnification pursuant to the gross negligence or willful misconduct provisions of the party preceding sentence. Each Indemnified Party agrees to be contest any indemnified as determined claim if requested by the Company, in a finalmanner reasonably directed by the Company, non-appealable judgment with counsel selected by a court the Indemnified Party and approved by the Company, which approval shall not be unreasonably withheld or delayed. Any [Revolving Credit Agreement] 93 Indemnified Party that proposes or intends to settle or compromise any such indemnified claim shall give the Company written notice of competent jurisdictionthe terms of such settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Company’s prior written consent thereto, which consent shall not be unreasonably withheld or delayed; provided that with the Indemnified Party shall not be restricted from settling or compromising any such claim if (i) the Indemnified Party waives its right to indemnity from the Company in respect of such claim and such settlement or compromise does not materially increase the Company’s liability pursuant to legal costs and expenses incurred in connection with the enforcement of the rights of the Administrative Agent and the Banks under this Section 11.1310.13 to any related party of such Indemnified Party, the Borrower shall only be obligated to pay the legal fees (ii) an Event of the Administrative Agent and not of any other Bank. To the fullest extent permitted by applicable lawDefault as described in Section 7.1(a), the Borrower shall not assert, and the Borrower hereby waives, any claim against the Administrative Agent and its Affiliates, directors, agents, advisors, officers and employees, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damagesb) arising out of, in connection with, or (as a result ofof a default under Section 6.16), this Credit Agreement, any other Credit Document (f) or any agreement (g) or instrument contemplated hereby, has occurred and is continuing or (iii) the transactions contemplated hereby or thereby, any Loan or Indemnified Party reasonably believes the use Company will not be able to satisfy the full amount of such claim and the proceeds thereofCompany has failed to provide sufficient collateral to the Indemnified Party to secure the value of such claim.

Legal Fees, Other Costs and Indemnification. The Borrower Subject to the limitations set forth in Section 4.1(a)(v), the Borrower, upon demand by the Lender, agrees to pay all reasonable and properly documented out-of-pocket costs and expenses of the Arrangers and the Administrative Agent in connection with the preparation and negotiation of the Credit Documents (including past and future reasonable out-of-pocket expenses incurred by the Arrangers and the Administrative Agent in connection with the syndication of the transaction), including without limitation, the reasonable fees, charges fees and disbursements of legal counsel to the Administrative Agent, Lender in connection with the preparation and execution of the Credit Documents, and any amendment, waiver or consent related heretothereto, whether or not the transactions contemplated herein therein are consummated, any Default or Event of Default by the Borrower hereunder and any enforcement of any of the Credit Documents. The Borrower further agrees to indemnify each Bankthe Lender and its respective directors, officers, shareholders, employees and attorneys (collectively, the Administrative Agent, and their respective Affiliates, directors, agents, advisors, officers and employees"INDEMNIFIED PARTIES"), against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable attorneys' fees and other reasonable expenses of litigation or preparation therefor, whether or not the indemnified Person Indemnified Party is a party thereto, and whether brought by a third-party or by the Borrower or any of its Affiliates) which any of them may pay or incur or reasonably pay arising out of or relating to any Credit Document (including any relating to a misrepresentation by the Borrower under a) any Credit Document) or any , the Loans, the Letters of the transactions contemplated thereby Credit or the direct or indirect application or proposed application by the Borrower of the proceeds of any Loan, REGARDLESS OF WHETHER SUCH CLAIMS OR ACTIONS ARE FOUNDED IN WHOLE OR IN PART UPON THE ALLEGED SIMPLE OR CONTRIBUTORY NEGLIGENCE OF ANY OF THE INDEMNIFIED PARTIES AND/OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR ATTORNEYS, (b) any investigation of any third party or any governmental authority involving the Lender and related to any use made or proposed to be made by the Borrower of the proceeds of the Borrowings, or any transaction financed or to be financed in whole or in part, directly or indirectly with the proceeds of any Borrowing, and (c) any investigation of any third party or any governmental authority, litigation or proceeding, related to any environmental cleanup, audit, compliance or other than matter relating to any Environmental Law or the presence of any Hazardous Material (including, without limitation, any losses, liabilities, damages, injuries, costs, expenses or claims asserted or arising under any Environmental Law) with respect to the extent Borrower or any of its Subsidiaries, regardless of whether caused by, or within the control of, the Borrower or any of its Subsidiaries; PROVIDED, HOWEVER, that the Borrower shall not be obligated to indemnify any Indemnified Party for any of the foregoing arising from the out of (i) such Indemnified Party's gross negligence or willful misconduct misconduct, (ii) the Bank's failure to pay under any Letter of Credit after the party claiming indemnification as determined in presentation to it of a finalrequest required to be paid under applicable law, non-appealable judgment by a court or (iii) the Bank's breach of competent jurisdictionany material provision of any Credit Document. The Borrower, upon demand by any of the Administrative Agent or a Bank Indemnified Party at any time, shall reimburse the Administrative Agent or Bank Indemnified Party for any reasonable legal or other expenses (including allocable fees and expenses of in-house counsel) incurred in connection with investigating or defending against any of the foregoing except if the same is directly due excluded from indemnification pursuant to the gross negligence or willful misconduct provisions of the party to be indemnified as determined in a final, non-appealable judgment by a court of competent jurisdiction, provided that with respect to legal costs and expenses incurred in connection with the enforcement of the rights of the Administrative Agent and the Banks under this Section 11.13, the Borrower shall only be obligated to pay the legal fees of the Administrative Agent and not of any other Bank. To the fullest extent permitted by applicable law, the Borrower shall not assert, and the Borrower hereby waives, any claim against the Administrative Agent and its Affiliates, directors, agents, advisors, officers and employees, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Credit Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereofforegoing sentence.

Legal Fees, Other Costs and Indemnification. The Borrower Company, upon demand by the Administrative Agent, agrees to pay all reasonable and properly documented out-of-pocket costs and expenses of the Arrangers and the Administrative Agent in connection with the preparation and negotiation of the Credit Documents (including past and future reasonable out-of-pocket expenses incurred by the Arrangers and the Administrative Agent in connection with the syndication of the transaction)including, including without limitation, the reasonable fees, charges fees and disbursements of legal counsel to the Administrative Agent, ) in connection with the preparation and execution of the Credit DocumentsDocuments (not to exceed such amount previously agreed to by the Administrative Agent), and any amendment, waiver or consent related heretothereto, whether or not the transactions contemplated herein therein are consummated. The Borrower Company further agrees to indemnify and hold harmless each Lender, Issuing Bank, the Swingline Lender, the Administrative Agent, the Other Agents, and their respective Affiliates, directors, agentsofficers, advisorsemployees and attorneys (collectively, officers and employeesthe “Indemnified Parties”), against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable attorneys’ fees and other reasonable expenses of litigation or preparation therefor, whether or not the indemnified Person such Indemnified Party is a party thereto, and whether brought by a third-party or by the Borrower or any of its Affiliates) which any of them may pay or incur as a result of (a) any action, suit or reasonably pay arising out of proceeding by any third party or Governmental Authority against such Indemnified Party and relating to any Credit Document (including Document, the Loans, any relating to a misrepresentation by the Borrower under any Credit Document) or any Letter of the transactions contemplated thereby Credit, or the direct or indirect application or proposed application by any of a Borrower of the proceeds of any Loan or use of any Letter of Credit, REGARDLESS OF WHETHER SUCH CLAIMS OR ACTIONS ARE FOUNDED IN WHOLE OR IN PART UPON THE ALLEGED SIMPLE OR CONTRIBUTORY NEGLIGENCE OF ANY OF THE INDEMNIFIED PARTIES AND/OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR ATTORNEYS, (b) any investigation of any third party or any Governmental Authority involving any Lender (as a lender hereunder), any Issuing Bank, the Swingline Lender or the Administrative Agent or the Other Agents (in such capacity hereunder) and related to any use made or proposed to be made by a Borrower of the proceeds of any Loan, or use of any Letter of Credit or any transaction financed or to be financed [Revolving Credit Agreement] in whole or in part, directly or indirectly with the proceeds of any Loan or Letter of Credit, and (c) any investigation of any third party or any Governmental Authority, litigation or proceeding involving any Lender (as a lender hereunder), the Swingline Lender (as a swingline lender hereunder), any Issuing Bank (as an issuer of Letters of Credit hereunder) or the Administrative Agent or the Other Agents (in such capacity hereunder) and related to any environmental cleanup, audit, compliance or other than matter relating to any Environmental Law or the presence of any Hazardous Material (including, without limitation, any losses, liabilities, damages, injuries, costs, expenses or claims asserted or arising under any Environmental Law) with respect to the extent Company, regardless of whether caused by, or within the control of, the Company; provided, however, that the Company shall not be obligated to indemnify any Indemnified Party for any of the foregoing arising from the out of such Indemnified Party’s gross negligence negligence, willful misconduct, violation of law or willful misconduct breach of the party claiming indemnification its obligations hereunder, as determined in pursuant to a final, non-appealable judgment by of a court of competent jurisdictionjurisdiction or as expressly agreed in writing by such Indemnified Party. The BorrowerCompany, upon demand by any of the Administrative Agent Agent, the Other Agents, a Lender, the Swingline Lender or a Issuing Bank at any time, shall reimburse the Administrative Agent such Agent, Lender, Swingline Lender or Issuing Bank for any reasonable legal or other expenses (including allocable fees and expenses of in-house counsel) incurred in connection with investigating or defending against any of the foregoing foregoing, except if the same is directly due excluded from indemnification pursuant to the gross negligence or willful misconduct provisions of the party preceding sentence. Each Indemnified Party agrees to be contest any indemnified as determined claim if requested by the Company, in a finalmanner reasonably directed by the Company, non-appealable judgment with counsel selected by a court the Indemnified Party and approved by the Company, which approval shall not be unreasonably withheld or delayed. Any Indemnified Party that proposes or intends to settle or compromise any such indemnified claim shall give the Company written notice of competent jurisdictionthe terms of such settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Company’s prior written consent thereto, which consent shall not be unreasonably withheld or delayed; provided that with the Indemnified Party shall not be restricted from settling or compromising any such claim if (i) the Indemnified Party waives its right to indemnity from the Company in respect of such claim and such settlement or compromise does not materially increase the Company’s liability pursuant to legal costs and expenses incurred in connection with the enforcement of the rights of the Administrative Agent and the Banks under this Section 11.1310.13 to any related party of such Indemnified Party, the Borrower shall only be obligated to pay the legal fees (ii) an Event of the Administrative Agent and not of any other Bank. To the fullest extent permitted by applicable lawDefault as described in Section 7.1(a), the Borrower shall not assert, and the Borrower hereby waives, any claim against the Administrative Agent and its Affiliates, directors, agents, advisors, officers and employees, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damagesb) arising out of, in connection with, or (as a result ofof a default under Section 6.16), this Credit Agreement, any other Credit Document (f) or any agreement (g) or instrument contemplated hereby, has occurred and is continuing or (iii) the transactions contemplated hereby or thereby, any Loan or Indemnified Party reasonably believes the use Company will not be able to satisfy the full amount of such claim and the proceeds thereofCompany has failed to provide sufficient collateral to the Indemnified Party to secure the value of such claim.

Legal Fees, Other Costs and Indemnification. The Borrower agrees to pay all reasonable and properly documented out-of-pocket costs and expenses of the Arrangers and the Administrative Agent in connection with the preparation and negotiation of the Credit Documents (including past and future reasonable out-of-pocket expenses incurred by the Arrangers and the Administrative Agent in connection with the syndication of the transaction), including without limitation, the reasonable fees, charges fees and disbursements of counsel to the Administrative Agent, in connection with the preparation and execution of the Credit Documents, and any amendment, waiver or consent related hereto, whether or not the transactions contemplated herein are consummated. The Borrower further agrees to indemnify each Bank, the Administrative Agent, and their respective Affiliates, directors, agents, advisors, officers and employees, against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all expenses of litigation or preparation therefor, whether or not the indemnified Person is a party thereto, and whether brought by a third-party or by the Borrower or any of its Affiliates) which any of them may incur or reasonably pay arising out of or relating to any Credit Document (including any relating to a misrepresentation by the Borrower under any Credit Document) or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Loan, other than to the extent arising those which arise from the gross negligence or willful misconduct of the party claiming indemnification as determined in a final, non-appealable judgment by a court of competent jurisdictionindemnification. The Borrower, upon demand by any of the Administrative Agent or a Bank at any time, shall reimburse the Administrative Agent or Bank for any reasonable legal or other expenses (including allocable fees and expenses of in-house counsel) incurred in connection with investigating or defending against any of the foregoing except if the same is directly due to the gross negligence or willful misconduct of the party to be indemnified as determined in a final, non-appealable judgment by a court of competent jurisdictionindemnified, provided that with respect to legal costs and expenses incurred in connection with the enforcement of the Banks rights of the Administrative Agent and the Banks under this Section 11.13hereunder or any work-out or similar situation, the Borrower shall only be obligated to pay the legal fees of the Administrative Agent and not of any other Bank. To the fullest extent permitted by applicable law, the Borrower shall not assert, and the Borrower hereby waives, any claim against the Administrative Agent and its Affiliates, directors, agents, advisors, officers and employees, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Credit Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof.

Legal Fees, Other Costs and Indemnification. The Borrower Borrower, upon demand by the Agent, agrees to pay all reasonable and properly documented out-of-pocket costs and expenses of the Arrangers and the Administrative Agent in connection with the preparation and negotiation of the Credit Documents (including past and future reasonable out-of-pocket expenses incurred by the Arrangers and the Administrative Agent in connection with the syndication of the transaction), including without limitation, the reasonable fees, charges fees and disbursements of legal counsel to the Administrative Agent, Agent in connection with the preparation and execution of the Credit Documents, and any amendment, waiver or consent related heretothereto, whether or not the transactions contemplated herein therein are consummated. The Borrower further agrees to indemnify each BankLender, the Administrative Agent, and their respective Affiliates, directors, agentsofficers, advisorsemployees and attorneys (collectively, officers and employeesthe "Indemnified Parties"), against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable attorneys' fees and other reasonable expenses of litigation or preparation therefor, including the allocated cost of in- house staff counsel to any of the Lenders, provided that any such attorneys' fees shall not be duplicative to outside counsel and such allocation of costs shall be reasonable, whether or not the indemnified Person is a party thereto, and whether brought by a third-party or by the Borrower or any of its Affiliates) which any of them may pay or incur or reasonably pay arising out of or relating to any Credit Document (including any relating to a misrepresentation by the Borrower under a) any Credit Document) or any of , the transactions contemplated thereby Loans or the direct or indirect application or proposed application by any of the Borrower of the proceeds of any Loan, REGARDLESS OF WHETHER SUCH CLAIMS OR ACTIONS ARE FOUNDED IN WHOLE OR IN PART UPON THE ALLEGED SIMPLE OR CONTRIBUTORY NEGLIGENCE OF ANY OF THE INDEMNIFIED PARTIES AND/OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR 54 60 ATTORNEYS OTHER THAN THOSE WHICH ARISE FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE PARTY CLAIMING INDEMNIFICATION, (b) any investigation of any third party or any governmental authority, litigation or other than proceeding related to any use made or proposed to be made by the extent arising from the gross negligence or willful misconduct Borrower of the proceeds of the Borrowings, or any transaction financed or to be financed in whole or in part, directly or indirectly with the proceeds of any Borrowing, and (c) any investigation of any third party claiming indemnification as determined in a finalor any governmental authority, non-appealable judgment by a court litigation or proceeding related to any environmental cleanup, audit, compliance or other matter relating to any Environmental Law or the presence of competent jurisdictionany Hazardous Material (including, without limitation, any losses, liabilities, damages, injuries, costs, expenses or claims asserted or arising under any Environmental Law), regardless of whether caused by, or within the control of the Borrower. The Borrower, upon demand by any of the Administrative Agent or a Bank Lender at any time, shall reimburse the Administrative Agent or Bank Lender for any reasonable legal or other expenses (including allocable fees and expenses of in-house counsel) incurred in connection with investigating or defending against any of the foregoing except if the same is directly due to the gross negligence or willful misconduct of the party to be indemnified as determined in a final, non-appealable judgment by a court of competent jurisdiction, provided that with respect to legal costs and expenses incurred in connection with the enforcement of the rights of the Administrative Agent and the Banks under this Section 11.13, the Borrower shall only be obligated to pay the legal fees of the Administrative Agent and not of any other Bank. To the fullest extent permitted by applicable law, the Borrower shall not assert, and the Borrower hereby waives, any claim against the Administrative Agent and its Affiliates, directors, agents, advisors, officers and employees, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Credit Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereofIndemnified Party.

Legal Fees, Other Costs and Indemnification. The Borrower agrees to pay all reasonable and properly documented out-of-pocket costs and expenses of the Arrangers and the Administrative Agent in connection with the preparation and negotiation of the Credit Documents (including past and future reasonable out-of-pocket expenses incurred by the Arrangers and the Administrative Agent in connection with the syndication of the transaction)Documents, including without limitation, the reasonable fees, charges fees and disbursements of Cxxxxxx and Cxxxxx, counsel to the Administrative Agent, in connection with the preparation and execution of the Credit Documents, and any amendment, waiver or consent related hereto, whether or not the transactions contemplated herein are consummated. The Borrower further agrees to indemnify each Bank, the Administrative Agent, and their respective Affiliates, directors, agents, advisors, officers and employeesemployees (collectively, “Indemnified Parties”), against all losses, claims, damages, penalties, judgments, liabilities and related expenses (including, without limitation, all expenses of litigation or preparation therefor, whether or not the indemnified Person Indemnified Party is a party thereto, and whether brought by a third-party or by the Borrower or any of its Affiliates) which any of them may incur or reasonably pay arising out of or relating to any Credit Document (including any relating to a misrepresentation by the Borrower under any Credit Document) or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any LoanLoan or any Letter of Credit or in connection with the enforcement of by the Indemnified Parties of their rights under any Credit Document, other than to the extent arising those which arise from the gross negligence or willful misconduct of the party claiming indemnification as determined in a final, non-appealable judgment by a court of competent jurisdictionindemnification. The Borrower, upon demand by any of the Administrative Agent or a Bank at any time, shall reimburse the Administrative Agent or such Bank for any reasonable legal or other expenses (including allocable fees and expenses of in-house counsel) incurred in connection with investigating or defending against any of the foregoing except if the same is directly due to the gross negligence or willful misconduct of the party to be indemnified as determined in a final, non-appealable judgment by a court of competent jurisdiction, provided that with respect to legal costs and expenses incurred in connection with the enforcement of the rights of the Administrative Agent and the Banks under this Section 11.13, the Borrower shall only be obligated to pay the legal fees of the Administrative Agent and not of any other Bank. To the fullest extent permitted by applicable law, the Borrower shall not assert, and the Borrower hereby waives, any claim against the Administrative Agent and its Affiliates, directors, agents, advisors, officers and employees, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Credit Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereofindemnified.

Legal Fees, Other Costs and Indemnification. (a) The Borrower Borrower, upon demand by the appropriate Person, agrees to pay all the reasonable and properly documented out-of-pocket costs and expenses (i) of the Arrangers Agent and the Administrative Agent in connection with the preparation and negotiation of the Credit Documents (including past and future reasonable out-of-pocket expenses incurred by the Arrangers and the Administrative Agent in connection with the syndication of the transaction)Collateral Agent, including including, without limitation, limitation the reasonable fees, charges fees and disbursements of legal counsel to the Administrative Agent and the Collateral Agent, in connection with the preparation and execution of the Credit Documents, and any amendment, waiver or consent related heretothereto, whether or not the transactions contemplated herein therein are consummated, and (ii) of the Agent, the Collateral Agent and the Lenders in connection with advising the Agent, the Collateral Agent and the Lenders of their rights and responsibilities under the Credit Documents during any Default or in connection with the enforcement by the Lenders, the Agent and the Collateral Agent of any of the Credit Documents against either Credit Party, provided that the Agent, the Collateral Agent and the Lenders agree to the extent feasible and to the extent a conflict of interest does not exist in the reasonable opinion of any of the foregoing, to use the same single counsel in connection with the foregoing to the extent they seek reimbursement for the expenses thereof from the Borrower. The Borrower further agrees to indemnify each BankLender, the Administrative Agent, the Collateral Agent and their respective Affiliates, directors, agentsofficers, advisorsemployees and attorneys (in each case in their capacities as such) (collectively, officers and employeesthe "Indemnified Parties"), against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable attorneys' fees and other reasonable expenses of litigation or preparation therefor, whether or not the indemnified Person such Indemnified Party is a party thereto, but excluding any Taxes and excluding any losses, claims, damages, penalties, judgments, liabilities or expenses of the nature described in Sections 2.8(b) and 4.4 (regardless of whether brought by a third-party or by the Borrower or any of its Affiliatesindemnified pursuant to such sections)) which any of them may pay or incur or reasonably pay arising out of or relating to (x) any action, suit or proceeding by any Person not a party to this Agreement (a "third party") or governmental authority against such Indemnified Party and relating to the execution, delivery or performance (or non-performance) of any Credit Document (including any relating to a misrepresentation by either Credit Party, the Borrower under any Credit Document) or any of the transactions contemplated thereby Loans or the direct or indirect application or proposed application by the Borrower of the proceeds of any Loan, other than REGARDLESS OF WHETHER SUCH CLAIMS OR ACTIONS ARE FOUNDED IN WHOLE OR IN PART UPON THE ALLEGED SIMPLE OR CONTRIBUTORY NEGLIGENCE OF ANY OF THE INDEMNIFIED PARTIES AND/OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR ATTORNEYS, (y) any investigation of any third party or any governmental authority involving any Lender (as a lender hereunder) or the Agent or the Collateral Agent (in such capacity hereunder) and related to any use made or proposed to be made by the Borrower of the proceeds of the Borrowings, or any transaction financed or to be financed in whole or in part, directly or indirectly with the proceeds of any Borrowing, and (z) any investigation of any third party or any governmental authority, litigation or proceeding involving any Lender (as a lender hereunder) or the Agent or the Collateral Agent (in such capacity hereunder) and related to any environmental cleanup, audit or compliance with respect to the extent Borrower or its properties, or any other matter relating to any Environmental Law or the presence of any Hazardous Material (including, without limitation, any losses, liabilities, damages, injuries, costs, expenses or claims asserted or arising from under any Environmental Law) with respect to the Borrower or its properties, regardless of whether caused by, or within the control of, the Borrower; provided, however, that the Borrower shall not be obligated to indemnify any Indemnified Party for any of the foregoing arising out of such Indemnified Party's, or the Agent's or the Collateral Agent's, as the case may be, gross negligence, willful misconduct or breach of any material provision of any Credit Document or the gross negligence or willful wilful misconduct of, or the breach of any material provision of any Credit Document by, any other Indemnified Party with respect to the party claiming indemnification as determined in a final, non-appealable judgment by a court of competent jurisdictionsame Lender. The Borrower, upon demand by any of the Administrative Agent or a Bank the Collateral Agent at any time, shall reimburse the Administrative Agent or Bank applicable Indemnified Party for any reasonable legal or other expenses (including allocable fees and expenses of in-house counsel) incurred in connection with investigating or defending against any of the foregoing except if the same is directly due excluded from indemnification pursuant to the gross negligence or willful misconduct provisions of the party to be indemnified as determined in a final, non-appealable judgment by a court of competent jurisdiction, provided that with respect to legal costs and expenses incurred in connection with the enforcement of the rights of the Administrative Agent and the Banks under this Section 11.13, the Borrower shall only be obligated to pay the legal fees of the Administrative Agent and not of any other Bank. To the fullest extent permitted by applicable law, the Borrower shall not assert, and the Borrower hereby waives, any claim against the Administrative Agent and its Affiliates, directors, agents, advisors, officers and employees, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Credit Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereofpreceding sentence.

Legal Fees, Other Costs and Indemnification. The Borrower agrees to pay all reasonable and properly documented out-of-pocket costs and expenses of the Arrangers and the Administrative Agent in connection with the preparation and negotiation of the Credit Documents (including past and future reasonable out-of-pocket expenses incurred by the Arrangers and the Administrative Agent in connection with the syndication of the transaction), including without limitation, the reasonable fees, charges and disbursements of counsel to the Administrative Agent, in connection with the preparation and execution of the Credit Documents, and any amendment, waiver or consent related hereto, whether or not the transactions contemplated herein are consummated. The Borrower further agrees to indemnify each Bank, the Administrative Agent, the Swing Line Bank and the Issuing Agents, and their respective Affiliates, directors, agents, advisors, officers and employees, against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all expenses of litigation or preparation therefor, whether or not the indemnified Person is a party thereto, and whether brought by a third-party or by the Borrower or any of its Affiliates) which any of them may incur or reasonably pay arising out of or relating to any Credit Document (including any relating to a misrepresentation by the Borrower under any Credit Document) or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any LoanLoan or Letter of Credit, other than to the extent arising from the gross negligence or willful misconduct of the party claiming indemnification as determined in a final, non-appealable judgment by a court of competent jurisdiction. The Borrower, upon demand by any of the Administrative Agent, the Swing Line Bank, an Issuing Agent or a Bank at any time, shall reimburse the Administrative Agent, the Swing Line Bank, such Issuing Agent or Bank for any reasonable legal or other expenses (including allocable fees and expenses of in-house counsel) incurred in connection with investigating or defending against any of the foregoing except if the same is directly due to the gross negligence or willful misconduct of the party to be indemnified as determined in a final, non-appealable judgment by a court of competent jurisdiction, provided that with respect to legal costs and expenses incurred in connection with the enforcement of the rights of the Administrative Agent, the Swing Line Bank, each Issuing Agent and the Banks under this Section 11.13, the Borrower shall only be obligated to pay the legal fees of the Administrative Agent and not of any Issuing Agent or other Bank. To the fullest extent permitted by applicable law, the Borrower shall not assert, and the Borrower hereby waives, any claim against the Administrative Agent Agent, each Issuing Bank, the Swing Line Bank, each Bank and its each of their respective Affiliates, directors, agents, advisors, officers and employees, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Credit Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof.

Legal Fees, Other Costs and Indemnification. The Borrower Company, upon demand by the Administrative Agent, agrees to pay all reasonable and properly documented out-of-pocket costs and expenses of the Arrangers and the Administrative Agent in connection with the preparation and negotiation of the Credit Documents (including past and future reasonable out-of-pocket expenses incurred by the Arrangers and the Administrative Agent in connection with the syndication of the transaction)including, including without limitation, the reasonable fees, charges fees and disbursements of legal counsel to the Administrative Agent, ) in connection with the preparation and execution of the Credit Documents, and any amendment, waiver or consent related heretothereto, whether or not the transactions contemplated herein therein are consummated. The Borrower Company further agrees to indemnify and hold harmless each Lender, each Affiliate of a Lender, each Co-Arranger, each Issuing Bank, each Swingline Lender, the Administrative Agent, the Other Agents, and their respective Affiliates, directors, agentsofficers, advisorsemployees and attorneys (collectively, officers and employeesthe “Indemnified Parties”), against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable attorneys’ fees and other reasonable expenses of litigation or preparation therefor, whether or not the indemnified Person such Indemnified Party is a party thereto, and whether brought by a third-party or by the Borrower or any of its Affiliates) which any of them may pay or incur as a result of (a) any action, suit or reasonably pay arising out of proceeding by any third party or Governmental Authority against such Indemnified Party and relating to any Credit Document (including Document, the Loans, any relating to a misrepresentation by the Borrower under any Credit Document) or any Letter of the transactions contemplated thereby Credit, or the direct or indirect application or proposed application by any Borrower of the proceeds of any Loan or use of any Letter of Credit, REGARDLESS OF WHETHER SUCH CLAIMS OR ACTIONS ARE FOUNDED IN WHOLE OR IN PART UPON THE ALLEGED SIMPLE OR CONTRIBUTORY NEGLIGENCE OF ANY OF THE INDEMNIFIED PARTIES AND/OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR ATTORNEYS, (b) any investigation of any third party or any Governmental Authority involving any Lender (as a lender hereunder), any Affiliate of a Lender, any Co-Arranger, any Issuing Bank, any Swingline Lender or the Administrative Agent or the Other Agents (in such capacity hereunder) and related to any use made or proposed to be made by a Borrower of the proceeds of any Loan, other than or use of any Letter of Credit or any transaction financed or to be financed in whole or in part, directly or indirectly with the extent arising from the gross negligence proceeds of any Loan or willful misconduct Letter of the Credit, (c) any investigation of any third party claiming indemnification or any Governmental Authority, litigation or proceeding involving any Lender (as determined a lender hereunder), any Affiliate of a Lender, any Co-Arranger (in such capacity hereunder), any Swingline Lender (as a finalswingline lender hereunder), non-appealable judgment by a court any Issuing Bank (as an issuer of competent jurisdiction. The Borrower, upon demand by any Letters of Credit hereunder) or the Administrative Agent or a Bank at the Other Agents (in such capacity hereunder) and related to any timeenvironmental cleanup, shall reimburse the Administrative Agent or Bank for any reasonable legal audit, compliance or other matter relating to any Environmental Law or the presence of any Hazardous Material (including, without limitation, any losses, liabilities, damages, injuries, costs, expenses (including allocable fees and expenses of in-house counselor claims asserted or arising under any Environmental Law) incurred in connection with investigating or defending against any of the foregoing except if the same is directly due to the gross negligence or willful misconduct of the party to be indemnified as determined in a final, non-appealable judgment by a court of competent jurisdiction, provided that with respect to legal costs and expenses incurred in connection with the enforcement Company, regardless of whether caused by, or within the rights of the Administrative Agent and the Banks under this Section 11.13control of, the Borrower shall only be obligated to pay Company and (d) the legal fees execution or delivery of the Administrative Agent and not of any other Bank. To the fullest extent permitted by applicable law, the Borrower shall not assert, and the Borrower hereby waives, any claim against the Administrative Agent and its Affiliates, directors, agents, advisors, officers and employees, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Credit Agreement, any other Credit Document or any agreement or instrument contemplated herebyhereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby; provided, however, that the Company shall not be obligated to indemnify any Loan or the use Indemnified Party for any of the proceeds thereofforegoing (i) arising out of such Indemnified Party’s gross negligence, willful misconduct, violation of law or willful breach of its obligations hereunder, as determined pursuant to a judgment of a court of competent jurisdiction or as expressly agreed in writing by such Indemnified Party and (ii) to the extent such indemnification relates to taxes, except any taxes arising from a non-tax claim. The Company, upon demand by the Administrative Agent, the Other Agents, a Lender, an Affiliate of a Lender, a Co-Arranger, a Swingline Lender or an Issuing Bank at any time, shall reimburse such Agent, Lender, Affiliate of a Lender, Co-Arranger, Swingline Lender or Issuing Bank for any reasonable legal or other expenses incurred in connection with investigating or defending against any of the foregoing, except if the same is excluded from indemnification pursuant to the provisions of the preceding sentence. Each Indemnified Party agrees to contest any indemnified claim if requested by the Company, in a manner reasonably directed by the Company, with counsel selected by the Indemnified Party and approved by the Company, which approval shall not be unreasonably withheld or delayed. Any Indemnified Party that proposes or intends to settle or compromise any such indemnified claim shall give the Company written notice of the terms of such settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Company’s prior written consent thereto, which consent shall not be unreasonably withheld or delayed; provided that the Indemnified Party shall not be restricted from settling or compromising any such claim if (i) the Indemnified Party waives its right to indemnity from the Company in respect of such claim and such settlement or compromise does not materially increase the Company’s liability pursuant to this Section 10.13 to any related party of such Indemnified Party, (ii) an Event of Default as described in Section 7.1(a), (b) (as a result of a default under Section 6.16), (f) or (g) or has occurred and is continuing or (iii) the Indemnified Party reasonably believes the Company will not be able to satisfy the full amount of such claim and the Company has failed to provide sufficient collateral to the Indemnified Party to secure the value of such claim.

Legal Fees, Other Costs and Indemnification. The Borrower agrees to pay all reasonable and properly documented out-of-pocket costs and expenses of the Arrangers and the Administrative Agent in connection with the preparation and negotiation of the Credit Documents (including past and future reasonable out-of-pocket expenses incurred by the Arrangers and the Administrative Agent in connection with the syndication of the transaction), including without limitation, the reasonable fees, charges and disbursements of counsel to the Administrative Agent, in connection with the preparation and execution of the Credit Documents, and any amendment, waiver or consent related hereto, whether or not the transactions contemplated herein are consummated. The Borrower further agrees to indemnify each Bank, the Administrative Agent, the Swing Line Bank and the Issuing Agents, and their respective Affiliates, directors, agents, advisors, officers and employees, against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all expenses of litigation or preparation therefor, whether or not the indemnified Person is a party thereto, and whether brought by a third-party or by the Borrower or any of its Affiliates) which any of them may incur or reasonably pay arising out of or relating to any Credit Document (including any relating to a misrepresentation by the Borrower under any Credit Document) or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any LoanLoan or Letter of Credit, other than to the extent arising from the gross negligence or willful misconduct of the party claiming indemnification as determined in a final, non-appealable judgment by a court of competent jurisdiction. The Borrower, upon demand by any of the Administrative Agent, the Swing Line Bank, an Issuing Agent or a Bank at any time, shall reimburse the Administrative Agent, the Swing Line Bank, such Issuing Agent or Bank for any reasonable legal or other expenses (including allocable fees and expenses of in-house counsel) incurred in connection with investigating or defending against any of the foregoing except if the same is directly due to the gross negligence or willful misconduct of the party to be indemnified as determined in a final, non-appealable judgment by a court of competent jurisdiction, provided that with respect to legal costs and expenses incurred in connection with the enforcement of the rights of the Administrative Agent, the Swing Line Bank, each Issuing Agent and the Banks under this Section 11.13, the Borrower shall only be obligated to pay the legal fees of the Administrative Agent and not of any Issuing Agent or other Bank. To the fullest extent permitted by applicable law, the Borrower shall not assert, and the Borrower hereby waives, any claim against the Administrative Agent Agent, each Issuing Bank, the Swing Line Bank, each Bank and its each of their respective Affiliates, directors, agents, advisors, officers and employees, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Credit Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof.

Legal Fees, Other Costs and Indemnification. The Borrower Company, upon demand by the Administrative Agent, agrees to pay all reasonable and properly documented out-of-pocket costs and expenses of the Arrangers and the Administrative Agent in connection with the preparation and negotiation of the Credit Documents (including past and future reasonable out-of-pocket expenses incurred by the Arrangers and the Administrative Agent in connection with the syndication of the transaction)including, including without limitation, the reasonable fees, charges fees and disbursements of legal counsel to the Administrative Agent, ) in connection with the preparation and execution of the Credit Documents, and any amendment, waiver or consent related heretothereto, whether or not the transactions contemplated herein therein are consummated. The Borrower Company further agrees to indemnify and hold harmless each BankLender, each Affiliate of a Lender, each Co-Arranger, the Administrative Agent, the Other Agents, and their respective Affiliates, directors, agentsofficers, advisorsemployees and attorneys (collectively, officers and employeesthe “Indemnified Parties”), against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable attorneys’ fees and other reasonable expenses of litigation or preparation therefor, whether or not the indemnified Person such Indemnified Party is a party thereto, and whether brought by a third-party or by the Borrower or any of its Affiliates) which any of them may pay or incur as a result of (a) any action, suit or reasonably pay arising out of proceeding by any third party or Governmental Authority against such Indemnified Party and relating to any Credit Document (including any relating to a misrepresentation by Document, the Borrower under any Credit Document) or any of the transactions contemplated thereby Loans, or the direct or indirect application or proposed application by any Borrower of the proceeds of any Loan, other than to the extent arising from the gross negligence REGARDLESS OF WHETHER SUCH CLAIMS OR ACTIONS ARE FOUNDED IN WHOLE OR IN PART UPON THE ALLEGED SIMPLE OR CONTRIBUTORY NEGLIGENCE OF ANY OF THE INDEMNIFIED PARTIES AND/OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR ATTORNEYS, (b) any investigation of any third party or willful misconduct any Governmental Authority involving any Lender (as a lender hereunder), any Affiliate of the party claiming indemnification as determined in a finalLender, nonany Co-appealable judgment by a court of competent jurisdiction. The Borrower, upon demand by any of Arranger or the Administrative Agent or the Other Agents (in such capacity hereunder) and related to any use made or proposed to be made by a Bank at Borrower of the proceeds of any timeLoan, shall reimburse or any transaction financed or to be financed in whole or in part, directly or indirectly with the proceeds of any Loan, (c) any investigation of any third party or any Governmental Authority, litigation or proceeding involving any Lender (as a lender hereunder), any Affiliate of a Lender, any Co-Arranger (in such capacity hereunder) or the Administrative Agent or Bank for the Other Agents (in such capacity hereunder) and related to any reasonable legal environmental cleanup, audit, compliance or other matter relating to any Environmental Law or the presence of any Hazardous Material (including, without limitation, any losses, liabilities, damages, injuries, costs, expenses (including allocable fees and expenses of in-house counselor claims asserted or arising under any Environmental Law) incurred in connection with investigating or defending against any of the foregoing except if the same is directly due to the gross negligence or willful misconduct of the party to be indemnified as determined in a final, non-appealable judgment by a court of competent jurisdiction, provided that with respect to legal costs and expenses incurred in connection with the enforcement Company, regardless of whether caused by, or within the rights of the Administrative Agent and the Banks under this Section 11.13control of, the Borrower shall only be obligated to pay Company and (d) the legal fees execution or delivery of the Administrative Agent and not of any other Bank. To the fullest extent permitted by applicable law, the Borrower shall not assert, and the Borrower hereby waives, any claim against the Administrative Agent and its Affiliates, directors, agents, advisors, officers and employees, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Credit Agreement, any other Credit Document or any agreement or instrument contemplated herebyhereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby; provided, however, that the Company shall not be obligated to indemnify any Loan or the use Indemnified Party for any of the proceeds thereofforegoing (i) arising out of such Indemnified Party’s gross negligence, willful misconduct, violation of law or willful breach of its obligations hereunder, as determined pursuant to a judgment of a court of competent jurisdiction or as expressly agreed in writing by such Indemnified Party and (ii) to the extent such indemnification relates to taxes, except any taxes arising from a non-tax claim. The Company, upon demand by the Administrative Agent, the Other Agents, a Lender, an Affiliate of a Lender or a Co-Arranger at any time, shall reimburse such Agent, Lender, Affiliate of a Lender or Co-Arranger for any reasonable legal or other expenses incurred in connection with investigating or defending against [364-Day Revolving Credit Agreement] any of the foregoing, except if the same is excluded from indemnification pursuant to the provisions of the preceding sentence. Each Indemnified Party agrees to contest any indemnified claim if requested by the Company, in a manner reasonably directed by the Company, with counsel selected by the Indemnified Party and approved by the Company, which approval shall not be unreasonably withheld or delayed. Any Indemnified Party that proposes or intends to settle or compromise any such indemnified claim shall give the Company written notice of the terms of such settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Company’s prior written consent thereto, which consent shall not be unreasonably withheld or delayed; provided that the Indemnified Party shall not be restricted from settling or compromising any such claim if (i) the Indemnified Party waives its right to indemnity from the Company in respect of such claim and such settlement or compromise does not materially increase the Company’s liability pursuant to this Section 10.13 to any related party of such Indemnified Party, (ii) an Event of Default as described in Section 7.1(a), (b) (as a result of a default under Section 6.16), (f) or (g) or has occurred and is continuing or (iii) the Indemnified Party reasonably believes the Company will not be able to satisfy the full amount of such claim and the Company has failed to provide sufficient collateral to the Indemnified Party to secure the value of such claim.

Legal Fees, Other Costs and Indemnification. (a) The Borrower Borrower, upon demand by the appropriate Person, agrees to pay all the reasonable and properly documented out-of-pocket costs and expenses (i) of the Arrangers Agent and the Administrative Agent in connection with the preparation and negotiation of the Credit Documents (including past and future reasonable out-of-pocket expenses incurred by the Arrangers and the Administrative Agent in connection with the syndication of the transaction)Collateral Agent, including including, without limitation, the reasonable fees, charges fees and disbursements of legal counsel to the Administrative Agent and the Collateral Agent, in connection with the preparation and execution of the Credit Documents, and any amendment, waiver or consent related heretothereto, whether or not the transactions contemplated herein therein are consummated, (ii) of the Agent, the Collateral Agent, the Co-Agents and the Lenders in connection with advising the Agent, the Co-Agents, the Collateral Agent and the Lenders of their rights and responsibilities under the Credit Documents during any Default or Event of Default or in connection with the enforcement by the Lenders, the Agent, the Collateral Agent and the Co-Agents of any of the Credit Documents against either Credit Party, provided that the Agent, the Collateral Agent, the Co-Agents and the Lenders agree to the extent feasible and to the extent a conflict of interest does not exist in the reasonable opinion of any of same, to use the same single counsel in connection with the foregoing to the extent they seek reimbursement for the expenses thereof from the Borrower, and (iii) the Engineer in connection with its certifications under Section 4.2. The Borrower further agrees to indemnify each BankLender, the Administrative Agent, each Co-Agent, the Collateral Agent and their respective Affiliates, directors, agentsofficers, advisorsemployees and attorneys (in each case in their capacities as such) (collectively, officers and employeesthe "Indemnified Parties"), against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable attorneys' fees and other reasonable expenses of litigation or preparation therefor, whether or not the indemnified Person such Indemnified Party is a party thereto, but excluding any Taxes and excluding any losses, claims, damages, penalties, judgments, liabilities or expenses of the nature described in Sections 2.13 and 8.3 (regardless of whether brought by a third-party or by the Borrower or any of its Affiliatesindemnified pursuant to such sections)) which any of them may pay or incur or reasonably pay arising out of or relating to (x) any Credit Document action, suit or proceeding by any Person not a party to this Agreement (including any a "third party") or governmental authority against such Indemnified Party and relating to a misrepresentation by the Borrower under any Credit Document) or any of , the transactions contemplated thereby Loans or the direct or indirect application or proposed application by the Borrower of the proceeds of any Loan, other than REGARDLESS OF WHETHER SUCH CLAIMS OR ACTIONS ARE FOUNDED IN WHOLE OR IN PART UPON THE ALLEGED SIMPLE OR CONTRIBUTORY NEGLIGENCE OF ANY OF THE INDEMNIFIED PARTIES AND/OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR ATTORNEYS, (y) any investigation of any third party or any governmental authority involving any Lender (as a lender hereunder) or the Agent or the Collateral Agent (in such capacity hereunder) and related to any use made or proposed to be made by the Borrower of the proceeds of the Borrowings, or any transaction financed or to be financed in whole or in part, directly or indirectly with the proceeds of any Borrowing, and (z) any investigation of any third party or any governmental authority, litigation or proceeding involving any Lender (as a lender hereunder) or the Agent, any Co- Agent or the Collateral Agent (in such capacity hereunder) and related to any environmental cleanup, audit or compliance with respect to the extent Borrower or its properties, or other matter relating to any Environmental Law or the presence of any Hazardous Material (including, without limitation, any losses, liabilities, damages, injuries, costs, expenses or claims asserted or arising from under any Environmental Law) with respect to the Borrower or its properties, regardless of whether caused by, or within the control of, the Borrower; provided, however, that the Borrower shall not be obligated to indemnify any Indemnified Party for any of the foregoing arising out of such Indemnified Party's, or the Agent's, any Co-Agent's or the Collateral Agent's, as the case may be, gross negligence, willful misconduct or breach of any material provision of any Credit Document or the gross negligence or willful wilful misconduct of, or the breach of any material provision of any Credit Document by, any other Indemnified Party with respect to the party claiming indemnification as determined in a final, non-appealable judgment by a court of competent jurisdictionsame Lender. The Borrower, upon demand by any of the Administrative Agent, a Co-Agent or a Bank the Collateral Agent at any time, shall reimburse the Administrative Agent or Bank Indemnified Party for any reasonable legal or other expenses (including allocable fees and expenses of in-house counsel) incurred in connection with investigating or defending against any of the foregoing except if the same is directly due excluded from indemnification pursuant to the gross negligence or willful misconduct provisions of the party to be indemnified as determined in a final, non-appealable judgment by a court of competent jurisdiction, provided that with respect to legal costs and expenses incurred in connection with the enforcement of the rights of the Administrative Agent and the Banks under this Section 11.13, the Borrower shall only be obligated to pay the legal fees of the Administrative Agent and not of any other Bank. To the fullest extent permitted by applicable law, the Borrower shall not assert, and the Borrower hereby waives, any claim against the Administrative Agent and its Affiliates, directors, agents, advisors, officers and employees, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Credit Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereofpreceding sentence.

Legal Fees, Other Costs and Indemnification. The Borrower agrees to pay all reasonable and properly documented out-of-pocket costs and expenses of the Arrangers and the Administrative Agent in connection with the preparation and negotiation of the Credit Documents (including past and future reasonable out-of-pocket expenses incurred by the Arrangers and the Administrative Agent in connection with the syndication of the transaction), including without limitation, the reasonable fees, charges attorneys fees and disbursements of counsel to the Administrative Agent, Lender in connection with the preparation and execution of this Agreement and the Credit Documents, and any amendment, waiver or consent related hereto, other Loan Documents whether or not the transactions contemplated herein are consummated, and all reasonable appraisal, due diligence, environmental consultant fees, recording, filing, title insurance, lien search or other expenses, fees, costs and taxes incident to the entry into and negotiation of this Agreement and the Loan Documents and attaching and perfecting a lien upon the Collateral. The Borrower also agrees to pay the reasonable attorney's fees and disbursements of the Lender in connection with any amendment of this Agreement and the other Loan Documents and any waiver or consent related to this Agreement. The Borrower further agrees to pay the reasonable attorney's fees and disbursements of the Lender in connection with the enforcement of the Loan Documents and to indemnify each Bank, the Administrative Agent, Lender and any security trustee and their respective Affiliates, directors, agents, advisors, officers and employees, against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all expenses of litigation or preparation therefor, whether or not the indemnified Person person is a party thereto, and whether brought by a third-party or by the Borrower or any of its Affiliates) which any of them it may pay or incur or reasonably pay arising out of or relating to any Credit Loan Document (including any relating to a misrepresentation by the Borrower under any Credit Document) or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Loan, other than to the extent arising Advance or Declining Revolving Credit Loan except as may arise from the gross negligence or willful misconduct of the party claiming indemnification as determined in a final, non-appealable judgment by a court of competent jurisdictionindemnification. The Borrower, Borrower upon demand by any of the Administrative Agent or a Bank Lender, at any time, shall reimburse the Administrative Agent or Bank each such indemnified party for any reasonable legal or other expenses (including allocable fees and expenses of in-house counsel) incurred in connection with investigating or defending against any of the foregoing except if the same is directly due to the gross negligence or willful misconduct of the party to be such indemnified as determined in a final, non-appealable judgment by a court of competent jurisdiction, provided that with respect to legal costs and expenses incurred in connection with the enforcement of the rights of the Administrative Agent and the Banks under this Section 11.13, the Borrower shall only be obligated to pay the legal fees of the Administrative Agent and not of any other Bank. To the fullest extent permitted by applicable law, the Borrower shall not assert, and the Borrower hereby waives, any claim against the Administrative Agent and its Affiliates, directors, agents, advisors, officers and employees, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Credit Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereofparty.

Legal Fees, Other Costs and Indemnification. The Borrower agrees to pay all reasonable and properly documented out-of-pocket costs and expenses of the Arrangers Agent and the Administrative Agent Alternative Currency Lender in connection with the preparation and negotiation of the Credit Documents (including past and future reasonable out-of-pocket expenses incurred by the Arrangers this Agreement and the Administrative Agent in connection with the syndication of the transaction)other instruments and documents contemplated hereby, including without limitation, the reasonable fees, charges fees and disbursements of Cxxxxxx and Cxxxxx LLP, counsel to the Administrative Agent, and MxXxxx Fxxxxxxxxx Solicitors, counsel to the Alternative Currency Lender, in connection with the preparation and execution of the Credit Documentsthis Agreement, and any amendment, waiver or consent related hereto, whether or not the transactions contemplated herein are consummated. The Borrower further agrees to indemnify each Bank, the Administrative Agent, Alternative Currency Lender and their respective Affiliates, its directors, agents, advisors, officers and employeesemployees (collectively, “Indemnified Parties”), against all losses, claims, damages, penalties, judgments, liabilities and related expenses (including, without limitation, all expenses of litigation or preparation therefor, whether or not the indemnified Person Indemnified Party is a party thereto, and whether brought by a third-party or by the Borrower or any of its Affiliates) which any of them may incur or reasonably pay arising out of or relating to any Credit Document (including any relating to a misrepresentation by the Borrower under any Credit Document) or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any LoanLoan or in connection with the enforcement by the Indemnified Parties of their rights under any Credit Document, other than to the extent arising those which arise from the gross negligence or willful misconduct of the party claiming indemnification as determined in a final, non-appealable judgment by a court of competent jurisdictionindemnification. The Borrower, upon demand by any of the Administrative Agent or a Bank Alternative Currency Lender at any time, shall reimburse the Administrative Agent or Bank Alternative Currency Lender for any reasonable legal or other expenses (including allocable fees and expenses of in-house counsel) incurred in connection with investigating or defending against any of the foregoing except if the same is directly due to the gross negligence or willful misconduct of the party to be indemnified as determined in a final, non-appealable judgment by a court of competent jurisdiction, provided that with respect to legal costs and expenses incurred in connection with the enforcement of the rights of the Administrative Agent and the Banks under this Section 11.13, the Borrower shall only be obligated to pay the legal fees of the Administrative Agent and not of any other Bank. To the fullest extent permitted by applicable law, the Borrower shall not assert, and the Borrower hereby waives, any claim against the Administrative Agent and its Affiliates, directors, agents, advisors, officers and employees, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Credit Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereofindemnified.

Legal Fees, Other Costs and Indemnification. (a) The Borrower Borrower, upon written demand by the Administrative Agent, agrees to pay all reasonable and properly documented out-of-pocket costs and expenses of the Arrangers and the Administrative Agent in connection with the preparation and negotiation of the Credit Documents (including past and future reasonable out-of-pocket expenses incurred by the Arrangers and the Administrative Agent in connection with the syndication of the transaction), including without limitation, the reasonable fees, charges fees and disbursements of one legal counsel to the Administrative Agent, plus, if reasonably required by the Administrative Agent, one local counsel in each appropriate jurisdiction) in connection with the preparation and execution of the Credit DocumentsDocuments (not to exceed such amount previously agreed to by the Administrative Agent), and any amendment, waiver or consent related heretothereto, whether or not the transactions contemplated herein therein are consummated. The Borrower further agrees to indemnify and hold harmless each Lender, each Affiliate of a Lender, the Arrangers, each Issuing Bank, the Swingline Lender, the Administrative Agent, and their respective Affiliates, directors, agentsofficers, advisorsemployees and agents (collectively, officers and employeesthe “Indemnified Parties”), against all losses, claims, damages, penalties, judgments, liabilities and expenses (includingincluding the reasonable fees of one legal counsel for the Indemnified Parties, without limitationplus one local counsel in each appropriate jurisdiction and, all in the case of an actual or perceived conflict of interest, another firm of counsel for the Indemnified Party affected by such conflict, and other reasonable expenses of litigation or preparation therefor, whether or not the indemnified Person such Indemnified Party is a party thereto, and whether brought by a third-party or by the Borrower or any of its Affiliates) which any of them may incur pay or reasonably pay arising out Incur as a result of (a) any action, suit or proceeding by any third party or Governmental Authority against such Indemnified Party and relating to any Credit Document (including Document, the Loans, any relating to a misrepresentation by the Borrower under any Credit Document) or any Letter of the transactions contemplated thereby Credit, or the direct or indirect application or proposed application by the Borrower of the proceeds of any Loan or use of any Letter of Credit, REGARDLESS OF WHETHER SUCH CLAIMS OR ACTIONS ARE FOUNDED IN WHOLE OR IN PART UPON THE ALLEGED SIMPLE OR CONTRIBUTORY NEGLIGENCE OF ANY OF THE INDEMNIFIED PARTIES, (b) any investigation of any third party or any Governmental Authority involving any Lender, any Affiliate of a Lender, the Arrangers, any Issuing Bank, the Swingline Lender or the Administrative Agent (in each case, in such capacity hereunder) and related to any use made or proposed to be made by the Borrower of the proceeds of any Loan, or use of any Letter of Credit or any transaction financed or to be financed in whole or in part, directly or indirectly with the proceeds of any Loan or Letter of Credit, and (c) any investigation of any third party or any Governmental Authority, litigation or proceeding involving any Lender, any Affiliate of a Lender, the Arrangers, the Swingline Lender, any Issuing Bank or the Administrative Agent (in each case, in such capacity hereunder) and related to any environmental cleanup, audit, compliance or other matter relating to any Environmental Law or the presence of any Hazardous Material (including any losses, liabilities, damages, injuries, costs, expenses or claims asserted or arising under any Environmental Law) with respect to the Borrower, regardless of whether caused by, or within the control of, the Borrower, provided, however, that the Borrower shall not be obligated to indemnify any Indemnified Party for any of the foregoing (i) arising out of such Indemnified Party’s gross negligence, willful misconduct or violation of law or willful breach of its obligations hereunder as found in a final non-appealable judgment of a court of competent jurisdiction or as expressly agreed in writing by such Indemnified Party, (ii) to the extent arising from a litigation, claim or proceeding solely among Indemnified Parties (other than a litigation, claim or proceeding brought against the Administrative Agent in its capacity as such or to the extent arising from the gross negligence actions of a Credit Party) or willful misconduct of (iii) to the party claiming extent such indemnification as determined in relates to Taxes, except any Taxes arising from a final, non-appealable judgment by a court of competent jurisdictionTax claim and except as provided in Section 11.3. The Borrower, upon written demand by any of the Administrative Agent Agent, a Lender, an Affiliate of a Lender, the Arrangers, the Swingline Lender or a an Issuing Bank at any time, shall reimburse the Administrative Agent or such Lender, Affiliate of a Lender, Arranger, Swingline Lender or Issuing Bank for any reasonable legal or other expenses (including allocable fees and expenses of in-house counsel) incurred Incurred in connection with investigating or defending against any of the foregoing foregoing, except if the same is directly due excluded from indemnification pursuant to the gross negligence or willful misconduct provisions of the party preceding sentence. Each Indemnified Party agrees to be contest any indemnified as determined claim if requested by the Borrower, in a finalmanner reasonably directed by the Borrower, non-appealable judgment with counsel selected by a court the Indemnified Party and approved by the Borrower, which approval shall not be unreasonably withheld or delayed. Any Indemnified Party that proposes or intends to settle or compromise any such indemnified claim shall give the Borrower written notice of competent jurisdictionthe terms of such settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower’ prior written consent thereto, which consent shall not be unreasonably withheld or delayed; provided that with the Indemnified Party shall not be restricted from settling or compromising any such claim if (i) the Indemnified Party waives its right to indemnity from the Borrower in respect of such claim and such settlement or compromise does not materially increase the Borrower’ liability pursuant to legal costs and expenses incurred in connection with the enforcement of the rights of the Administrative Agent and the Banks under this Section 11.1311.13 to any related party of such Indemnified Party, the Borrower shall only be obligated to pay the legal fees (ii) an Event of the Administrative Agent and not of any other Bank. To the fullest extent permitted by applicable lawDefault as described in Section 8.1(a), the Borrower shall not assert, and the Borrower hereby waives, any claim against the Administrative Agent and its Affiliates, directors, agents, advisors, officers and employees, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damagesb) arising out of, in connection with, or (as a result ofof a default under Section 7.7), this (f) or (g) or has occurred and is continuing or (iii) the Indemnified Party reasonably believes the Credit Agreement, any other Parties will not be able to satisfy the full amount of such claim and the Credit Document or any agreement or instrument contemplated hereby, Parties have failed to provide sufficient collateral to the transactions contemplated hereby or thereby, any Loan or Indemnified Party to secure the use value of the proceeds thereofsuch claim.

Legal Fees, Other Costs and Indemnification. The Borrower agrees Borrowers jointly and severally agree to pay all reasonable and properly documented out-of-pocket costs and expenses of the Arrangers and the Administrative Agent in connection with the preparation and negotiation of the Credit Documents (including past and future reasonable out-of-pocket expenses incurred by the Arrangers and the Administrative Agent in connection with the syndication of the transaction), including without limitation, the reasonable fees, charges attorneys fees and disbursements of counsel to the Administrative Agent, Lender in connection with the preparation and execution of this Agreement and the Credit Documents, and any amendment, waiver or consent related hereto, other Loan Documents whether or not the transactions contemplated herein are consummated, and all reasonable appraisal, due diligence, environmental consultant fees, recording, filing, title insurance, lien search or other expenses, fees, costs and taxes incident to the entry into and negotiation of this Agreement and the Loan Documents and attaching and perfecting a lien upon the Collateral. The Borrower Borrowers also jointly and severally agree to pay the reasonable attorney's fees and disbursements of the Lender in connection with any amendment of this Agreement and the other Loan Documents and any waiver or consent related to this Agreement. The Borrowers further agrees jointly and severally agree to pay the reasonable attorney's fees and disbursements of the Lender in connection with the enforcement of the Loan Documents and to indemnify each Bank, the Administrative Agent, Lender and any security trustee and their respective Affiliates, directors, agents, advisors, officers and employees, against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all expenses of litigation or preparation therefor, whether or not the indemnified Person person is a party thereto, and whether brought by a third-party or by the Borrower or any of its Affiliates) which any of them it may pay or incur or reasonably pay arising out of or relating to any Credit Loan Document (including any relating to a misrepresentation by the Borrower under any Credit Document) or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Loan, other than to the extent arising Loan except as may arise from the gross negligence or willful misconduct of the party claiming indemnification as determined in a final, non-appealable judgment by a court of competent jurisdictionindemnification. The Borrower, Borrowers upon demand by any of the Administrative Agent or a Bank Lender, at any time, shall jointly and severally reimburse the Administrative Agent or Bank each such indemnified party for any reasonable legal or other expenses (including allocable fees and expenses of in-house counsel) incurred in connection with investigating or defending against any of the foregoing except if the same is directly due to the gross negligence or willful misconduct of the party to be such indemnified as determined in a final, non-appealable judgment by a court of competent jurisdiction, provided that with respect to legal costs and expenses incurred in connection with the enforcement of the rights of the Administrative Agent and the Banks under this party. Section 11.13, the Borrower shall only be obligated to pay the legal fees of the Administrative Agent and not of any other Bank. To the fullest extent permitted by applicable law, the Borrower shall not assert, and the Borrower hereby waives, any claim against the Administrative Agent and its Affiliates, directors, agents, advisors, officers and employees, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Credit Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof7.06.

Legal Fees, Other Costs and Indemnification. The Borrower agrees to pay all reasonable and properly documented out-of-pocket costs and expenses of the Arrangers Agent and the Administrative Documentation Agent in connection with the preparation and negotiation of the Credit Documents (including past and future reasonable out-of-pocket expenses incurred by the Arrangers and the Administrative Agent in connection with the syndication of the transaction)Documents, including without limitation, the reasonable fees, charges fees and disbursements of Xxxxxxx and Xxxxxx LLP, counsel to the Administrative Agent, printing costs, courier, telefax, telephone, publicity, transportation in connection with the preparation and execution of the Credit Documents, and any amendment, waiver or consent related hereto, whether or not the transactions contemplated herein are consummated. The Borrower further agrees to indemnify each Bank, the Administrative Agent, the Documentation Agent, the Issuing Agent and their respective Affiliates, directors, agents, advisors, officers and employees, against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all expenses of litigation or preparation therefor, whether or not the indemnified Person is a party thereto, and whether brought by a third-party or by the Borrower or any of its Affiliates) which any of them may incur or reasonably pay arising out of or relating to any Credit Document (including any relating to a misrepresentation by the Borrower under any Credit Document) or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any LoanLoan or Letter of Credit, other than to the extent arising those which arise from the gross negligence or willful misconduct of the party claiming indemnification as determined or arising from claims made by any Bank against any other Bank acting in a final, non-appealable judgment by a court of competent jurisdictionany capacity. The Borrower, upon demand by any of the Administrative Agent, the Documentation Agent, the Issuing Agent or a Bank at any time, shall reimburse the Administrative Agent, the Documentation Agent, the Issuing Agent or Bank for any reasonable legal or other expenses (including allocable fees and expenses of in-house counsel) incurred in connection with investigating or defending against any of the foregoing except if the same is directly due to the gross negligence or willful misconduct of the party to be indemnified as determined in a final, non-appealable judgment by a court of competent jurisdiction, provided that with respect to legal costs and expenses incurred in connection with the enforcement of the rights of the Administrative Agent and the Banks under this Section 11.13, the Borrower shall only be obligated to pay the legal fees of the Administrative Agent and not of any other Bank. To the fullest extent permitted by applicable law, the Borrower shall not assert, and the Borrower hereby waives, any claim against the Administrative Agent and its Affiliates, directors, agents, advisors, officers and employees, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Credit Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereofindemnified.

Legal Fees, Other Costs and Indemnification. The Borrower agrees to pay all reasonable and properly documented out-of-pocket costs and expenses of the Arrangers and the Administrative Agent in connection with the preparation and negotiation of the Credit Documents (including past and future reasonable out-of-pocket expenses incurred by the Arrangers and the Administrative Agent in connection with the syndication of the transaction)Documents, including without limitation, the reasonable fees, charges and documented fees and disbursements of Xxxxxxx and Xxxxxx LLP and one local foreign counsel to the Administrative Agent, in connection with the preparation and execution of the Credit Documents, and any amendment, waiver or consent related hereto, whether or not the transactions contemplated herein are consummatedconsummated (limited to, in the case of counsel, the reasonable and documented fees and disbursements of a single law firm as counsel to the Administrative Agent and one local counsel in any relevant jurisdiction). The Borrower further agrees to indemnify each Bank, the Administrative Agent, each L/C Issuer, each Lender, each of their respective Affiliates and any security trustee therefor, and their and their Affiliates’ respective Affiliatesdirectors, directorsofficers, employees, agents, financial advisors, officers and employees, consultants (each such Person being called an “Indemnitee”) against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee and all reasonable expenses of litigation or preparation therefor, whether initiated by a third party or by the Borrower, any Subsidiary, any Affiliate of the Parent or any of their respective equity holders or creditors and whether or not the indemnified Person Indemnitee is a party thereto, and whether brought by a third-party or by the Borrower or any of its Affiliatessettlement arrangement arising from or relating to any such litigation) which any of them may pay or incur or reasonably pay arising out of or relating to any Credit Document (including any relating to a misrepresentation by the Borrower under any Credit Document) or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Loan, other than Swingline Loan or Letter of Credit; provided that such indemnity shall not, as to any Indemnitee, be available to the extent arising that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or its or its Affiliates’ directors, officers, employees, agents, financial advisors or consultants (each a “Related Indemnitee”), (y) result from a claim brought by the party claiming indemnification Borrower against an Indemnitee or its Related Indemnitees for material breach of such Indemnitee’s or its Related Indemnitee’s obligations hereunder or under any other Credit Document, if the Borrower has obtained a final and nonappealable judgment in its favor on such claim as determined in a final, non-appealable judgment by a court of competent jurisdictionjurisdiction or (z) results from a dispute solely between Indemnitees and not (1) involving any action or inaction by the Parent or any of its Subsidiaries or (2) relating to any action of such Indemnitee in its capacity as Administrative Agent or L/C Issuer. The Borrower, upon demand by any of the Administrative Agent Agent, an L/C Issuer or a Bank Lender at any time, shall reimburse the Administrative Agent Agent, such L/C Issuer or Bank such Lender for any reasonable legal or other expenses (including allocable including, without limitation, all reasonable and documented fees and expenses disbursements of in-house counselcounsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except if to the extent the same (i) is directly due to the gross negligence or willful misconduct of the party to be indemnified as (in any case, determined in a final, non-appealable judgment by a court of competent jurisdictionjurisdiction by a final non-appealable judgment), provided that with respect to legal costs and expenses incurred in connection with the enforcement of the rights of the Administrative Agent and the Banks under this Section 11.13, (ii) result from a claim brought by the Borrower shall only be obligated to pay the legal fees against an Indemnitee or its Related Indemnitees for material breach of the Administrative Agent and not of any other Bank. To the fullest extent permitted by applicable law, the Borrower shall not assert, and the Borrower hereby waives, any claim against the Administrative Agent and such Indemnitee’s or its Affiliates, directors, agents, advisors, officers and employees, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Credit Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof.Related Indemnitee’s

Legal Fees, Other Costs and Indemnification. The Borrower agrees to pay all reasonable and properly documented out-of-pocket costs and expenses of the Arrangers and the Administrative Agent in connection with the preparation and negotiation of the Credit Documents (including past and future reasonable out-of-pocket expenses incurred by the Arrangers and the Administrative Agent in connection with the syndication of the transaction)Documents, including without limitation, the reasonable fees, charges and documented fees and disbursements of Xxxxxxx and Xxxxxx LLP and one local foreign counsel to the Administrative Agent, in connection with the preparation and execution of the Credit Documents, and any amendment, waiver or consent related hereto, whether or not the transactions contemplated herein are consummated. The Borrower further agrees to indemnify each Bank, the Administrative Agent, each L/C Issuer, each Lender, each of their respective Affiliates and any security trustee therefor, and their and their Affiliates’ respective Affiliatesdirectors, directorsofficers, employees, agents, financial advisors, officers and employees, consultants (each such Person being called an “Indemnitee” ) against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee and all reasonable expenses of litigation or preparation therefor, whether initiated by a third party or by the Borrower, any Subsidiary, any Affiliate of the Parent or any of their respective equity holders or creditors and whether or not the indemnified Person Indemnitee is a party thereto, and whether brought by a third-party or by the Borrower or any of its Affiliatessettlement arrangement arising from or relating to any such litigation) which any of them may pay or incur or reasonably pay arising out of or relating to any Credit Document (including any relating to a misrepresentation by the Borrower under any Credit Document) or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Loan, other than Swingline Loan or Letter of Credit; provided that such indemnity shall not, as to any Indemnitee, be available to the extent arising that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or its or its Affiliates’ directors, officers, employees, agents, financial advisors or consultants (each a “ Related Indemnitee ”), (y) result from a claim brought by the party claiming indemnification Borrower against an Indemnitee or its Related Indemnitees for breach in bad faith of such Indemnitee’s or its Related Indemnitee’s obligations hereunder or under any other Loan Credit Document, if such Loan Party the Borrower has obtained a final and nonappealable judgment in its favor on such claim as determined in a final, non-appealable judgment by a court of competent jurisdictionjurisdiction or (z) results from a dispute solely between Indemnitees and not (1) involving any action or inaction by the Parent or any of its Subsidiaries or (2) relating to any action of such Indemnitee in its capacity as Administrative Agent or L/C Issuer. The Borrower, upon demand by any of the Administrative Agent Agent, an L/C Issuer, or a Bank Lender at any time, shall reimburse the Administrative Agent Agent, such L/C Issuer, or Bank such Lender for any reasonable legal or other expenses (including allocable including, without limitation, all reasonable and documented fees and expenses disbursements of in-house counselcounsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except if to the extent the same (i) is directly due to the gross negligence or willful misconduct of the party to be indemnified as determined in a final, non-appealable judgment by a court of competent jurisdiction, provided that with respect to legal costs and expenses incurred in connection with the enforcement of the rights of the Administrative Agent and the Banks under this Section 11.13, the Borrower shall only be obligated to pay the legal fees of the Administrative Agent and not of any other Bank. To the fullest extent permitted by applicable law, the Borrower shall not assert, and the Borrower hereby waives, any claim against the Administrative Agent and its Affiliates, directors, agents, advisors, officers and employees, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Credit Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof.-106-

Legal Fees, Other Costs and Indemnification. The Borrower agrees to pay all reasonable and properly documented out-of-pocket costs and expenses of the Arrangers and the Administrative Agent in connection with the preparation and negotiation of the Credit Documents (including past and future reasonable out-of-pocket expenses incurred by the Arrangers and the Administrative Agent in connection with the syndication of the transaction), including without limitation, the reasonable fees, charges and disbursements of counsel to the Administrative Agent, in connection with the preparation and execution of the Credit Documents, and any amendment, waiver or consent related hereto, whether or not the transactions contemplated herein are consummated. The Borrower further agrees to indemnify each Bank, the Administrative Agent, and their respective Affiliates, directors, agents, advisors, officers and employees, against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all expenses of litigation or preparation therefor, whether or not the indemnified Person is a party thereto, and whether brought by a third-party or by the Borrower or any of its Affiliates) which any of them may incur or reasonably pay arising out of or relating to any Credit Document (including any relating to a misrepresentation by the Borrower under any Credit Document) or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Loan, other than to the extent arising from the gross negligence or willful misconduct of the party claiming indemnification as determined in a final, non-appealable judgment by a court of competent jurisdiction. The Borrower, upon demand by any of the Administrative Agent or a Bank at any time, shall reimburse the Administrative Agent or Bank for any reasonable legal or other expenses (including allocable fees and expenses of in-house counsel) incurred in connection with investigating or defending against any of the foregoing except if the same is directly due to the gross negligence or willful misconduct of the party to be indemnified as determined in a final, non-appealable judgment by a court of competent jurisdiction, provided that with respect to legal costs and expenses incurred in connection with the enforcement of the rights of the Administrative Agent and the Banks under this Section 11.13, the Borrower shall only be obligated to pay the legal fees of the Administrative Agent and not of any other Bank. To the fullest extent permitted by applicable law, the Borrower shall not assert, and the Borrower hereby waives, any claim against the Administrative Agent and its Affiliates, directors, agents, advisors, officers and employees, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Credit Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof.

Legal Fees, Other Costs and Indemnification. The Borrower Company, upon demand by the Administrative Agent, agrees to pay all reasonable and properly documented out-of-pocket costs and expenses of the Arrangers and the Administrative Agent in connection with the preparation and negotiation of the Credit Documents (including past and future reasonable out-of-pocket expenses incurred by the Arrangers and the Administrative Agent in connection with the syndication of the transaction)including, including without limitation, the reasonable fees, charges fees and disbursements of legal counsel to the Administrative Agent, ) in connection with the preparation and execution of the Credit DocumentsDocuments (not to exceed such amount previously agreed to by the Administrative Agent), and any amendment, waiver or consent related heretothereto, whether or not the transactions contemplated herein therein are consummated. The Borrower Company further agrees to indemnify and hold harmless each BankLender, each Affiliate of a Lender, each Co-Arranger, the Swingline Lender, the Administrative Agent, the Other Agents, and their respective Affiliates, directors, agentsofficers, advisorsemployees and attorneys (collectively, officers and employeesthe “Indemnified Parties”), against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable attorneys’ fees and other reasonable expenses of litigation or preparation therefor, whether or not the indemnified Person such Indemnified Party is a party thereto, and whether brought by a third-party or by the Borrower or any of its Affiliates) which any of them may pay or incur as a result of (a) any action, suit or reasonably pay arising out of proceeding by any third party or Governmental Authority against such Indemnified Party and relating to any Credit Document (including any relating to a misrepresentation by Document, the Borrower under any Credit Document) or any of the transactions contemplated thereby Loans, or the direct or indirect application or proposed application by any of a Borrower of the proceeds of any Loan, REGARDLESS OF WHETHER SUCH CLAIMS OR ACTIONS ARE FOUNDED IN WHOLE OR IN PART UPON THE ALLEGED SIMPLE OR CONTRIBUTORY NEGLIGENCE OF ANY OF THE INDEMNIFIED PARTIES AND/OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR ATTORNEYS, (b) any investigation of any third party or any Governmental Authority involving any Lender (as a lender [364-Day Revolving Credit Agreement] hereunder), any Affiliate of a Lender, any Co-Arranger, the Swingline Lender or the Administrative Agent or the Other Agents (in such capacity hereunder) and related to any use made or proposed to be made by a Borrower of the proceeds of any Loan, or any transaction financed or to be financed in whole or in part, directly or indirectly with the proceeds of any Loan, and (c) any investigation of any third party or any Governmental Authority, litigation or proceeding involving any Lender (as a lender hereunder), any Affiliate of a Lender, any Co-Arranger (in such capacity hereunder), the Swingline Lender (as a swingline lender hereunder) or the Administrative Agent or the Other Agents (in such capacity hereunder) and related to any environmental cleanup, audit, compliance or other than matter relating to any Environmental Law or the presence of any Hazardous Material (including, without limitation, any losses, liabilities, damages, injuries, costs, expenses or claims asserted or arising under any Environmental Law) with respect to the extent Company, regardless of whether caused by, or within the control of, the Company; provided, however, that the Company shall not be obligated to indemnify any Indemnified Party for any of the foregoing arising from the out of such Indemnified Party’s gross negligence negligence, willful misconduct, violation of law or willful misconduct breach of the party claiming indemnification its obligations hereunder, as determined in pursuant to a final, non-appealable judgment by of a court of competent jurisdictionjurisdiction or as expressly agreed in writing by such Indemnified Party. The BorrowerCompany, upon demand by any of the Administrative Agent Agent, the Other Agents, a Lender, an Affiliate of a Lender, a Co-Arranger or a Bank the Swingline Lender at any time, shall reimburse the Administrative Agent such Agent, Lender, Affiliate of a Lender, Co-Arranger or Bank Swingline Lender for any reasonable legal or other expenses (including allocable fees and expenses of in-house counsel) incurred in connection with investigating or defending against any of the foregoing foregoing, except if the same is directly due excluded from indemnification pursuant to the gross negligence or willful misconduct provisions of the party preceding sentence. Each Indemnified Party agrees to be contest any indemnified as determined claim if requested by the Company, in a finalmanner reasonably directed by the Company, non-appealable judgment with counsel selected by a court the Indemnified Party and approved by the Company, which approval shall not be unreasonably withheld or delayed. Any Indemnified Party that proposes or intends to settle or compromise any such indemnified claim shall give the Company written notice of competent jurisdictionthe terms of such settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Company’s prior written consent thereto, which consent shall not be unreasonably withheld or delayed; provided that with the Indemnified Party shall not be restricted from settling or compromising any such claim if (i) the Indemnified Party waives its right to indemnity from the Company in respect of such claim and such settlement or compromise does not materially increase the Company’s liability pursuant to legal costs and expenses incurred in connection with the enforcement of the rights of the Administrative Agent and the Banks under this Section 11.1310.13 to any related party of such Indemnified Party, the Borrower shall only be obligated to pay the legal fees (ii) an Event of the Administrative Agent and not of any other Bank. To the fullest extent permitted by applicable lawDefault as described in Section 7.1(a), the Borrower shall not assert, and the Borrower hereby waives, any claim against the Administrative Agent and its Affiliates, directors, agents, advisors, officers and employees, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damagesb) arising out of, in connection with, or (as a result ofof a default under Section 6.16), this Credit Agreement, any other Credit Document (f) or any agreement (g) or instrument contemplated hereby, has occurred and is continuing or (iii) the transactions contemplated hereby or thereby, any Loan or Indemnified Party reasonably believes the use Company will not be able to satisfy the full amount of such claim and the proceeds thereofCompany has failed to provide sufficient collateral to the Indemnified Party to secure the value of such claim.

Legal Fees, Other Costs and Indemnification. (a) The Borrower agrees Company and (to the extent permitted by Section 17.19 hereof) the other Borrowers agree, jointly and severally, to pay all reasonable and properly documented out-of-pocket costs and expenses of the Arrangers and the Administrative Agent (which in any event may include allocated costs of in-house counsel) in connection with the preparation and negotiation of the Credit Documents (including past and future reasonable out-of-pocket expenses incurred by the Arrangers and the Administrative Agent in connection with the syndication of the transaction)Loan Documents, including without limitation, the reasonable fees, charges fees and disbursements of Xxxxxxx and Xxxxxx, counsel to the Administrative Agent, in connection with the preparation and execution of the Credit Loan Documents, and any amendment, waiver or consent related hereto, whether or not the transactions contemplated herein are consummated, together with any fees and charges suffered or incurred by the Administrative Agent in connection with periodic environmental audits, fixed asset appraisals, periodic collateral audits, title insurance policies, collateral filing fees and lien searches. The Borrower Company and (to the extent permitted by Section 17.19 hereof) the other Borrowers further agrees agree, jointly and severally, to indemnify each Bank, the Administrative each Agent, and their respective Affiliates, directors, agents, advisors, officers and employees, against all losses, claims, damages, penalties, judgments, liabilities and reasonable out-of-pocket expenses (including, without limitation, all expenses of litigation or preparation therefor, whether or not the indemnified Person is a party theretothereto and in any event also including, and whether brought by a thirdwithout limitation, allocated costs of in-party or by the Borrower or any of its Affiliateshouse counsel) which any of them may incur or reasonably pay arising out of or relating to any Credit Loan Document (including any relating to a misrepresentation by the Borrower under any Credit Document) or any of the transactions contemplated thereby (including, without limitation, with respect to the enforcement of any Loan Document) or the direct or indirect application or proposed application of the proceeds of any LoanLoan or Letter of Credit, other than to the extent arising those which arise from the gross negligence or willful misconduct of the party claiming indemnification as determined in a final, non-appealable judgment by a court of competent jurisdictionindemnification. The BorrowerCompany and (to the extent permitted by Section 17.19 hereof) the other Borrowers, upon demand on any one or more of them by any of the Administrative Agent or a Bank at any time, shall reimburse the Administrative such Agent or Bank for any reasonable legal or other out-of-pocket expenses (including allocable fees and expenses which in any event may include allocated costs of in-house counsel) incurred in connection with investigating or defending against any of the foregoing except if the same is directly due to the gross negligence or willful misconduct of the party to be indemnified as determined in a final, non-appealable judgment by a court of competent jurisdiction, provided that with respect to legal costs and expenses incurred in connection with the enforcement of the rights of the Administrative Agent and the Banks under this Section 11.13, the Borrower shall only be obligated to pay the legal fees of the Administrative Agent and not of any other Bank. To the fullest extent permitted by applicable law, the Borrower shall not assert, and the Borrower hereby waives, any claim against the Administrative Agent and its Affiliates, directors, agents, advisors, officers and employees, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Credit Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereofindemnified.

Legal Fees, Other Costs and Indemnification. The Borrower agrees to pay all reasonable and properly documented out-of-pocket costs and expenses of the Arrangers Agent and the Administrative Documentation Agent in connection with the preparation and negotiation of the Credit Documents (including past and future reasonable out-of-pocket expenses incurred by the Arrangers and the Administrative Agent in connection with the syndication of the transaction)Documents, including without limitation, the reasonable fees, charges fees and disbursements of Chapman and Cutler, counsel to the Administrative Agent, printing costs, courier, txxxxxx, telexxxxx, publicity, transportation in connection with the preparation and execution of the Credit Documents, and any amendment, waiver or consent related hereto, whether or not the transactions contemplated herein are consummated. The Borrower further agrees to indemnify each Bank, the Administrative Agent, the Documentation Agent, the Issuing Agent and their respective Affiliates, directors, agents, advisors, officers and employees, against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all expenses of litigation or preparation therefor, whether or not the indemnified Person is a party thereto, and whether brought by a third-party or by the Borrower or any of its Affiliates) which any of them may incur or reasonably pay arising out of or relating to any Credit Document (including any relating to a misrepresentation by the Borrower under any Credit Document) or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any LoanLoan or Letter of Credit, other than to the extent arising those which arise from the gross negligence or willful misconduct of the party claiming indemnification as determined or arising from claims made by any Bank against any other Bank acting in a final, non-appealable judgment by a court of competent jurisdictionany capacity. The Borrower, upon demand by any of the Administrative Agent, the Documentation Agent, the Issuing Agent or a Bank at any time, shall reimburse the Administrative Agent, the Documentation Agent, the Issuing Agent or Bank for any reasonable legal or other expenses (including allocable fees and expenses of in-house counsel) incurred in connection with investigating or defending against any of the foregoing except if the same is directly due to the gross negligence or willful misconduct of the party to be indemnified as determined in a final, non-appealable judgment by a court of competent jurisdiction, provided that with respect to legal costs and expenses incurred in connection with the enforcement of the rights of the Administrative Agent and the Banks under this Section 11.13, the Borrower shall only be obligated to pay the legal fees of the Administrative Agent and not of any other Bank. To the fullest extent permitted by applicable law, the Borrower shall not assert, and the Borrower hereby waives, any claim against the Administrative Agent and its Affiliates, directors, agents, advisors, officers and employees, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Credit Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereofindemnified.

Legal Fees, Other Costs and Indemnification. The Borrower agrees Company and (to the extent permitted by Section 17.19 hereof) the other Borrowers agree, jointly and severally, to pay all reasonable and properly documented out-of-pocket costs and expenses of the Arrangers and the Administrative Agent (which in any event may include allocated costs of in-house counsel) in connection with the preparation and negotiation of the Credit Documents (including past and future reasonable out-of-pocket expenses incurred by the Arrangers and the Administrative Agent in connection with the syndication of the transaction)Documents, including without limitation, the reasonable fees, charges fees and disbursements of counsel Chapxxx xxx Cutlxx, xxunsel to the Administrative Agent, in connection with the preparation and execution of the Credit Documents, and any amendment, waiver or consent related hereto, whether or not the transactions contemplated herein are consummated. The Borrower Company and (to the extent permitted by Section 17.19 hereof) the other Borrowers further agrees agree, jointly and severally, to indemnify each Bank, the Administrative each Agent, and their respective Affiliates, directors, agents, advisors, officers and employees, against all losses, claims, damages, penalties, judgments, liabilities and reasonable out-of-pocket expenses (including, without limitation, all expenses of litigation or preparation therefor, whether or not the indemnified Person is a party theretothereto and in any event also including, and whether brought by a thirdwithout limitation, allocated costs of in-party or by the Borrower or any of its Affiliateshouse counsel) which any of them may incur or reasonably pay arising out of or relating to any Credit Document (including any relating to a misrepresentation by the Borrower under any Credit Document) or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any LoanLoan or Letter of Credit, other than to the extent arising those which arise from the gross negligence or willful misconduct of the party claiming indemnification as determined in a final, non-appealable judgment by a court of competent jurisdictionindemnification. The BorrowerCompany and (to the extent permitted by Section 17.19 hereof) the other Borrowers, upon demand on any one or more of them by any of the Administrative Agent or a Bank at any time, shall reimburse the Administrative such Agent or Bank for any reasonable legal or other out-of-pocket expenses (including allocable fees and expenses which in any event may include allocated costs of in-house counsel) incurred in connection with investigating or defending against any of the foregoing except if the same is directly due to the gross negligence or willful misconduct of the party to be indemnified as determined in a final, non-appealable judgment by a court of competent jurisdiction, provided that with respect to legal costs and expenses incurred in connection with the enforcement of the rights of the Administrative Agent and the Banks under this Section 11.13, the Borrower shall only be obligated to pay the legal fees of the Administrative Agent and not of any other Bank. To the fullest extent permitted by applicable law, the Borrower shall not assert, and the Borrower hereby waives, any claim against the Administrative Agent and its Affiliates, directors, agents, advisors, officers and employees, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Credit Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereofindemnified.

Legal Fees, Other Costs and Indemnification. The Borrower agrees to pay indemnify the Arranger, the Administrative Agent, the Banks, their respective Affiliates, successors and assigns and the officers, directors, employees, agents, advisors, controlling persons and members of each of the foregoing (each, an “Indemnified Person”) and hold them harmless from and against all reasonable and properly documented or invoiced out-of-pocket costs costs, expenses (including legal expenses) and expenses liabilities of such Indemnified Person arising out of or relating to any claim or any litigation or other proceeding (regardless of whether such Indemnified Person is a party thereto and regardless of whether such matter is initiated by a third party or by the Borrower, the Sellers or any of their respective Affiliates or equity holders) that relates to the Transactions, including the financing contemplated by this Agreement, the Acquisition or any transactions in connection therewith; provided that no Indemnified Person will be indemnified for any claim, loss, damage, liability or expense to the extent the same resulted from (i) the gross negligence, bad faith or willful misconduct of such Indemnified Person, (ii) a material breach of the Arrangers obligations of any Indemnified Person or any Related Party thereof under the Commitment Letter, the Fee Letter, the Transactions or this Agreement (in the case of each of the preceding clause (i) and this clause (ii), as determined by a court of competent jurisdiction in a final and non-appealable judgment) or (iii) any claim, litigation, investigation or proceeding solely between or among 77 Indemnified Persons other than actions against the Administrative Agent Agent, the Arranger or other persons acting in connection with the preparation an agency or similar role in their capacity as such (and negotiation which does not involve an act or omission of the Credit Documents (including past Borrower or any of its Affiliates). The Borrower shall pay all reasonable and future reasonable documented or invoiced out-of-pocket expenses incurred (including legal expenses (but limited to expenses of one legal counsel and, if reasonably necessary or advisable, of one regulatory counsel and a single local counsel in any relevant jurisdiction for all Indemnified Persons unless, in the reasonable opinion of an Indemnified Person, representation of all Indemnified Persons by such counsel would be inappropriate due to the Arrangers existence of an actual or potential conflict of interest)) of (a) the Arranger and the Administrative Agent in connection with the syndication of the transaction), including without limitation, the reasonable fees, charges Commitments and disbursements of counsel to the Administrative Agent, in connection with the preparation and execution administration of the Credit DocumentsDocuments and amendments, modifications and any amendmentwaivers thereto and (b) the Arranger, waiver or consent related hereto, whether or not the transactions contemplated herein are consummated. The Borrower further agrees to indemnify each Bank, the Administrative Agent, and their respective Affiliates, directors, agents, advisors, officers and employees, against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all expenses of litigation or preparation therefor, whether or not the indemnified Person is a party thereto, and whether brought by a third-party or by the Borrower or any of its Affiliates) which any of them may incur or reasonably pay arising out of or relating to any Credit Document (including any relating to a misrepresentation by the Borrower under any Credit Document) or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Loan, other than to the extent arising from the gross negligence or willful misconduct of the party claiming indemnification as determined in a final, non-appealable judgment by a court of competent jurisdiction. The Borrower, upon demand by any of the Administrative Agent or a Bank at any time, shall reimburse the Administrative Agent or Bank for any reasonable legal or other expenses (including allocable fees and expenses of in-house counsel) incurred in connection with investigating or defending against any of the foregoing except if the same is directly due to the gross negligence or willful misconduct of the party to be indemnified as determined in a final, non-appealable judgment by a court of competent jurisdiction, provided that with respect to legal costs and expenses incurred in connection with the enforcement of the rights of the Administrative Agent and the Banks under for enforcement costs associated with this Section 11.13, the Borrower shall only be obligated to pay the legal fees of the Administrative Agent and not of any other Bank. To the fullest extent permitted by applicable law, the Borrower shall not assert, and the Borrower hereby waives, any claim against the Administrative Agent and its Affiliates, directors, agents, advisors, officers and employees, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Credit Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof.

Legal Fees, Other Costs and Indemnification. The Borrower agrees to pay all reasonable and properly documented out-of-pocket costs and expenses of the Arrangers and the Administrative Agent in connection with the preparation and negotiation of the Credit Documents (including past and future reasonable out-of-pocket expenses incurred by the Arrangers and the Administrative Agent in connection with the syndication of the transaction)Documents, including without limitation, the reasonable fees, charges and documented fees and disbursements of Xxxxxxx and Xxxxxx LLP and one local foreign counsel to the Administrative Agent, in connection with the preparation and execution of the Credit Documents, and any amendment, waiver or consent related hereto, whether or not the transactions contemplated herein are consummatedconsummated (limited to, in the case of counsel, the reasonable and documented fees and disbursements of a single law firm as counsel to the Administrative Agent and one local counsel in any relevant jurisdiction). The Borrower further agrees to indemnify each Bank, the Administrative Agent, each L/C Issuer, each Lender, each of their respective Affiliates and any security trustee therefor, and their and their Affiliates’ respective Affiliatesdirectors, directorsofficers, employees, agents, financial advisors, officers and employees, consultants (each such Person being called an “Indemnitee”) against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee and all reasonable expenses of litigation or preparation therefor, whether initiated by a third party or by the Borrower, any Subsidiary, any Affiliate of the Parent or any of their respective equity holders or creditors and whether or not the indemnified Person Indemnitee is a party thereto, and whether brought by a third-party or by the Borrower or any of its Affiliatessettlement arrangement arising from or relating to any such litigation) which any of them may pay or incur or reasonably pay arising out of or relating to any Credit Document (including any relating to a misrepresentation by the Borrower under any Credit Document) or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Loan, other than Swingline Loan or Letter of Credit; provided that such indemnity shall not, as to any Indemnitee, be available to the extent arising that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or its or its Affiliates’ directors, officers, employees, agents, financial advisors or consultants (each a “Related Indemnitee”), (y) result from a claim brought by the party claiming indemnification Borrower against an Indemnitee or its Related Indemnitees for material breach in bad faith of such Indemnitee’s or its Related Indemnitee’s obligations hereunder or under any other Credit Document, if the Borrower has obtained a final and nonappealable judgment in its favor on such claim as determined in a final, non-appealable judgment by a court of competent jurisdictionjurisdiction or (z) results from a dispute solely between Indemnitees and not (1) involving any action or inaction by the Parent or any of its Subsidiaries or (2) relating to any action of such Indemnitee in its capacity as Administrative Agent or L/C Issuer. The Borrower, upon demand by any of the Administrative Agent Agent, an L/C Issuer, or a Bank Lender at any time, shall reimburse the Administrative Agent Agent, such L/C Issuer, or Bank such Lender for any reasonable legal or other expenses (including allocable including, without limitation, all reasonable and documented fees and expenses disbursements of in-house counselcounsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except if to the extent the same (i) is directly due to the gross negligence or willful misconduct of the party to be indemnified as (in any case, determined in a final, non-appealable judgment by a court of competent jurisdiction, provided that with respect to legal costs and expenses incurred in connection with the enforcement of the rights of the Administrative Agent and the Banks under this Section 11.13, the Borrower shall only be obligated to pay the legal fees of the Administrative Agent and not of any other Bank. To the fullest extent permitted by applicable law, the Borrower shall not assert, and the Borrower hereby waives, any claim against the Administrative Agent and its Affiliates, directors, agents, advisors, officers and employees, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Credit Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof.competent

Legal Fees, Other Costs and Indemnification. The Borrower agrees to pay all reasonable and properly documented out-of-pocket costs and expenses of the Arrangers and the Administrative Agent in connection with the preparation and negotiation of the Credit Documents (including past and future reasonable out-of-pocket expenses incurred by the Arrangers and the Administrative Agent in connection with the syndication of the transaction)Documents, including without limitation, the reasonable fees, charges fees and disbursements of Xxxxxxx and Xxxxxx LLP and one local foreign counsel to the Administrative Agent, in connection with the preparation and execution of the Credit Documents, and any amendment, waiver or consent related hereto, whether or not the transactions contemplated herein are consummated. The Borrower further agrees to indemnify each Bank, the Administrative Agent, each L/C Issuer, each Lender, each of their respective Affiliates and any security trustee therefor, and their and their Affiliates’ respective Affiliatesdirectors, directorsofficers, employees, agents, financial advisors, officers and employees, consultants (each such Person being called an “Indemnitee”) against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee and all reasonable expenses of litigation or preparation therefor, whether initiated by a third party or by the Borrower, any Subsidiary, any Affiliate of the Parent or any of their respective equity holders or creditors and whether or not the indemnified Person Indemnitee is a party thereto, and whether brought by a third-party or by the Borrower or any of its Affiliatessettlement arrangement arising from or relating to any such litigation) which any of them may pay or incur or reasonably pay arising out of or relating to any Credit Document (including any relating to a misrepresentation by the Borrower under any Credit Document) or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Loan, other than Swingline Loan or Letter of Credit; provided that such indemnity shall not, as to any Indemnitee, be available to the extent arising that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or its or its Affiliates’ directors, officers, employees, agents, financial advisors or consultants (each a “Related Indemnitee”), (y) result from a claim brought by the party claiming indemnification Borrower against an Indemnitee or its Related Indemnitees for breach in bad faith of such Indemnitee’s or its Related Indemnitee’s obligations hereunder or under any other Loan Document, if such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined in a final, non-appealable judgment by a court of competent jurisdictionjurisdiction or (z) results from a dispute solely between Indemnitees and not (1) involving any action or inaction by the Parent or any of its Subsidiaries or (2) relating to any action of such Indemnitee in its capacity as Administrative Agent or L/C Issuer. The Borrower, upon demand by any of the Administrative Agent Agent, an L/C Issuer, or a Bank Lender at any time, shall reimburse the Administrative Agent Agent, such L/C Issuer, or Bank such Lender for any reasonable legal or other expenses (including allocable including, without limitation, all reasonable fees and expenses disbursements of in-house counselcounsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing except if the same is directly due to the gross negligence or willful misconduct of the party to be indemnified as determined in a final, non-appealable judgment by a court of competent jurisdiction, provided that with respect to legal costs and expenses incurred in connection with the enforcement of the rights of the Administrative Agent and the Banks under this Section 11.13, the Borrower shall only be obligated to pay the legal fees of the Administrative Agent and not of any other Bank. To the fullest extent permitted by applicable law, the Borrower shall not assert, and the Borrower hereby waives, any claim against the Administrative Agent and its Affiliates, directors, agents, advisors, officers and employees, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Credit Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof.in

Legal Fees, Other Costs and Indemnification. The Borrower Subject to the ------------------------------------------- limitations set forth in Section 4.1(a)(v), the Borrower, upon demand by the Agent or any of the Lenders, agrees to pay all reasonable and properly documented out-of-pocket costs and expenses of the Arrangers and the Administrative Agent in connection with the preparation and negotiation of the Credit Documents (including past and future reasonable out-of-pocket expenses incurred by the Arrangers and the Administrative Agent in connection with the syndication of the transaction), including without limitation, the reasonable fees, charges fees and disbursements of legal counsel to the Administrative Agent, Agent or any Lender in connection with the preparation and execution of the Credit Documents, and any amendment, waiver or consent related heretothereto, whether or not the transactions contemplated herein therein are consummated, any Default or Event of Default by the Borrower hereunder and any enforcement (including, without limitation, all workout and bankruptcy proceedings) of any of the Credit Documents or collection of any Obligations; provided that the Borrower shall only have to pay the reasonable fees and disbursements of one law firm in connection therewith unless the Agent, any Lender or their counsel is of the reasonable opinion that representation by one law firm would not be feasible or that a conflict of interest would exist. The Borrower further agrees to indemnify the Agent and each BankLender and its respective directors, officers, shareholders, employees and attorneys (collectively, the Administrative Agent, and their respective Affiliates, directors, agents, advisors, officers and employees"Indemnified Parties"), against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable attorneys' fees and other reasonable expenses of litigation or preparation therefor, whether or not the indemnified Person Indemnified Party is a party thereto, and whether brought by a third-party or by the Borrower or any of its Affiliates) which any of them may pay or incur or reasonably pay arising out of or relating to any Credit Document (including any relating to a misrepresentation by the Borrower under a) any Credit Document) or any , the Loans, the Letters of the transactions contemplated thereby Credit or the direct or indirect application or proposed application by the Borrower of the proceeds of any Loan, REGARDLESS OF WHETHER SUCH CLAIMS OR ACTIONS ARE FOUNDED IN WHOLE OR IN PART UPON THE ALLEGED SIMPLE OR CONTRIBUTORY NEGLIGENCE OF ANY OF THE INDEMNIFIED PARTIES AND/OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES OR ATTORNEYS, (b) any investigation of any third party or any governmental authority involving the Agent or any Lender and related to any use made or proposed to be made by the Borrower of the proceeds of the Borrowings, or any transaction financed or to be financed in whole or in part, directly or indirectly with the proceeds of any Borrowing, and (c) any investigation of any third party or any governmental authority, litigation or proceeding, related to any environmental cleanup, audit, compliance or other than matter relating to any Environmental Law or the presence of any Hazardous Material (including, without limitation, any losses, liabilities, damages, injuries, costs, expenses or claims asserted or arising under any Environmental Law) with respect to the extent Borrower or any of its Subsidiaries, regardless of whether caused by, or within the control of, the Borrower or any of its Subsidiaries; provided, however, that the Borrower shall not be obligated to indemnify any Indemnified Party for any of the foregoing arising from the out of (i) such Indemnified Party's gross negligence or willful misconduct misconduct, (ii) the Agent's failure to pay under any Letter of Credit after the party claiming indemnification as determined in presentation to it of a finalrequest required to be paid under applicable law, non-appealable judgment by a court or (iii) the Agent's or any Lender's breach of competent jurisdictionany material provision of any Credit Document. The Borrower, upon demand by any of the Administrative Agent or a Bank Indemnified Party at any time, shall reimburse the Administrative Agent or Bank Indemnified Party for any reasonable legal or other expenses (including allocable fees and expenses of in-house counsel) incurred in connection with investigating or defending against any of the foregoing except if the same is directly due excluded from indemnification pursuant to the gross negligence or willful misconduct provisions of the party to be indemnified as determined in a final, non-appealable judgment by a court of competent jurisdiction, provided that with respect to legal costs and expenses incurred in connection with the enforcement of the rights of the Administrative Agent and the Banks under this Section 11.13, the Borrower shall only be obligated to pay the legal fees of the Administrative Agent and not of any other Bank. To the fullest extent permitted by applicable law, the Borrower shall not assert, and the Borrower hereby waives, any claim against the Administrative Agent and its Affiliates, directors, agents, advisors, officers and employees, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Credit Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereofforegoing sentence.

Legal Fees, Other Costs and Indemnification. The Borrower agrees to pay all reasonable and properly documented out-of-pocket costs and expenses of the Arrangers and the Administrative Agent in connection with the preparation and negotiation of the Credit Documents (including past and future reasonable out-of-pocket expenses incurred by the Arrangers and the Administrative Agent in connection with the syndication of the transaction)Documents, including without limitation, the reasonable fees, charges fees and disbursements of Xxxxxxx and Xxxxxx LLP and one local foreign counsel to the Administrative Agent, in connection with the preparation and execution of the Credit Documents, and any amendment, waiver or consent related hereto, whether or not the transactions contemplated herein are consummated. The Borrower further agrees to indemnify each Bank, the Administrative Agent, the L/C Issuer, each Lender, and any security trustee therefor, and their respective Affiliatesdirectors, directorsofficers, employees, agents, financial advisors, officers and employees, consultants (each such Person being called an “Indemnitee”) against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee and all reasonable expenses of litigation or preparation therefor, whether initiated by a third party or by the Borrower, any Subsidiary, any Affiliate of the Parent or any of their respective equity holders or creditors and whether or not the indemnified Person Indemnitee is a party thereto, and whether brought by a third-party or by the Borrower or any of its Affiliatessettlement arrangement arising from or relating to any such litigation) which any of them may pay or incur or reasonably pay arising out of or relating to any Credit Document (including any relating to a misrepresentation by the Borrower under any Credit Document) or any of -91- the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Loan, Swingline Loan or Letter of Credit, other than to the extent arising those which arise from the gross negligence or willful misconduct of the party claiming indemnification as (in any case, determined in a final, non-appealable judgment by a court of competent jurisdictionjurisdiction by a final non-appealable judgment). The Borrower, upon demand by any of the Administrative Agent Agent, the L/C Issuer, or a Bank Lender at any time, shall reimburse the Administrative Agent Agent, the L/C Issuer, or Bank such Lender for any reasonable legal or other expenses (including allocable including, without limitation, all reasonable fees and expenses disbursements of in-house counselcounsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except if the same is directly due to the gross negligence or willful misconduct of the party to be indemnified as (in any case, determined in a final, non-appealable judgment by a court of competent jurisdiction, provided that with respect jurisdiction by a final non-appealable judgment). Each party hereto agrees not to legal costs and expenses incurred in connection with the enforcement of the rights of the Administrative Agent and the Banks under this Section 11.13, the Borrower shall only be obligated to pay the legal fees of the Administrative Agent and not of any other Bank. To the fullest extent permitted by applicable law, the Borrower shall not assert, and the Borrower hereby waives, assert any claim against the Administrative Agent and its Affiliatesany other party hereto or any of their respective officers, directors, employees, attorneys and agents, advisors, officers and employees, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out ofof or otherwise relating to any Commitment, in connection withLoan, or as a result ofLetter of Credit, this Credit Agreementthe actual or proposed use of proceeds of any Loan or Letter of Credit, any other Credit Document Document, or any agreement or instrument contemplated hereby, of the transactions contemplated hereby or thereby; provided, any Loan or the use however, that none of the proceeds thereofforegoing limitations in this sentence shall be deemed to limit, impair or otherwise affect the Borrower’s indemnity obligations under the preceding provisions of this Section 12.15.

Legal Fees, Other Costs and Indemnification. The Borrower agrees to pay all reasonable and properly documented out-of-pocket costs and expenses of the Arrangers and the Administrative Agent in connection with the preparation and negotiation of the Credit Documents (including past and future reasonable out-of-pocket expenses incurred by the Arrangers and the Administrative Agent in connection with the syndication of the transaction)Documents, including without limitation, the reasonable fees, charges fees and disbursements of Xxxxxxx and Xxxxxx LLP and one local foreign counsel to the Administrative Agent, in connection with the preparation and execution of the Credit Documents, and any amendment, waiver or consent related hereto, whether or not the transactions contemplated herein are consummated. The Borrower further agrees to indemnify each BankLender, the L/C Issuer, the Administrative Agent, and their respective Affiliates, directors, agents, advisors, officers and employees, against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all expenses of litigation or preparation therefor, whether or not the indemnified Person is a party thereto, and whether brought by a third-party or by the Borrower or any of its Affiliates) which any of them may incur or reasonably pay arising out of or relating to any Credit Document (including any relating to a misrepresentation by the Borrower under any Credit Document) or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Loan, Swingline Loan or Letter of Credit, other than those which are determined by a court of competent jurisdiction by final non-appealable judgment to the extent arising have resulted from the gross negligence or willful misconduct of the party claiming indemnification as determined in a final, non-appealable judgment by a court of competent jurisdictionindemnification. The Borrower, upon demand by any of the Administrative Agent Agent, the L/C Issuer, or a Bank Lender at any time, shall reimburse the Administrative Agent Agent, the L/C Issuer, or Bank Lender for any reasonable legal or other expenses (including allocable fees and expenses of in-house counsel) incurred in connection with investigating or defending against any of the foregoing except if the same is directly due to the gross negligence or willful misconduct of the party to be indemnified as determined in a finalindemnified. The Borrower further agrees to indemnify the Administrative Agent, non-appealable judgment by a court of competent jurisdictionthe L/C Issuer, provided that with respect to legal costs each Lender, and any security trustee therefor, and their respective directors, officers, employees, agents, financial advisors, and consultants (each such Person being called an “Indemnitee”) against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee and all reasonable expenses of litigation or preparation therefor, whether or not the Indemnitee is a party thereto, or any settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Credit Document or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Loan, Swingline Loan or Letter of Credit, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand by the Administrative Agent, the L/C Issuer, or a Lender at any time, shall reimburse the Administrative Agent, the L/C Issuer, or such Lender for any legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with the enforcement investigating or defending against any of the rights foregoing (including any settlement costs relating to the foregoing) except if the same is directly due to the gross negligence or willful misconduct of the Administrative Agent and the Banks under this Section 11.13, the Borrower shall only party to be obligated indemnified. Each party hereto agrees not to pay the legal fees of the Administrative Agent and not of any other Bank. To the fullest extent permitted by applicable law, the Borrower shall not assert, and the Borrower hereby waives, assert any claim against the Administrative Agent and its Affiliatesany other party hereto or any of their respective officers, directors, employees, attorneys and agents, advisors, officers and employees, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out ofof or otherwise relating to any Commitment, in connection withLoan, or as a result ofLetter of Credit, this Credit Agreementthe actual or proposed use of proceeds of any Loan or Letter of Credit, any other Credit Document Document, or any agreement or instrument contemplated hereby, of the transactions contemplated hereby or thereby; provided, any Loan or the use however, that none of the proceeds thereofforegoing limitations in this sentence shall be deemed to limit, impair or otherwise affect the Borrower’s indemnity obligations under the preceding provisions of this Section 12.15.

Legal Fees, Other Costs and Indemnification. (a) The Borrower agrees Company and (to the extent permitted by Section 17.19 hereof) the other Borrowers agree, jointly and severally, to pay all reasonable and properly documented out-of-pocket costs and expenses of the Arrangers and the Administrative Agent (which in any event may include allocated costs of in-house counsel) in connection with the preparation and negotiation of the Credit Documents (including past and future reasonable out-of-pocket expenses incurred by the Arrangers and the Administrative Agent in connection with the syndication of the transaction)Loan Documents, including without limitation, the reasonable fees, charges fees and disbursements of Xxxxxxx and Xxxxxx, counsel to the Administrative Agent, in connection with the preparation and execution of the Credit Loan Documents, and any amendment, waiver or consent related hereto, whether or not the transactions contemplated herein are consummated, together with any fees and charges suffered or incurred by the Administrative Agent in connection with periodic environmental audits, fixed asset appraisals, periodic collateral audits, title insurance policies, collateral filing fees and lien searches. The Borrower Company and (to the extent permitted by Section 17.19 hereof) the other Borrowers further agrees agree, jointly and severally, to indemnify each Bank, the Administrative each Agent, and their respective Affiliates, directors, agents, advisors, officers and employees, against all losses, claims, damages, penalties, judgments, liabilities and reasonable out-of-pocket expenses (including, without limitation, all expenses of litigation or preparation therefor, whether or not the indemnified Person is a party theretothereto and in any event also including, and whether brought by a thirdwithout limitation, allocated costs of in-party or by the Borrower or any of its Affiliateshouse counsel) which any of them may incur or reasonably pay arising out of or relating to any Credit Loan Document (including any relating to a misrepresentation by the Borrower under any Credit Document) or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any LoanLoan or Letter of Credit, other than to the extent arising those which arise from the gross negligence or willful misconduct of the party claiming indemnification as determined in a final, non-appealable judgment by a court of competent jurisdictionindemnification. The BorrowerCompany and (to the extent permitted by Section 17.19 hereof) the other Borrowers, upon demand on any one or more of them by any of the Administrative Agent or a Bank at any time, shall reimburse the Administrative such Agent or Bank for any reasonable legal or other out-of-pocket expenses (including allocable fees and expenses which in 106 any event may include allocated costs of in-house counsel) incurred in connection with investigating or defending against any of the foregoing except if the same is directly due to the gross negligence or willful misconduct of the party to be indemnified as determined in a final, non-appealable judgment by a court of competent jurisdiction, provided that with respect to legal costs and expenses incurred in connection with the enforcement of the rights of the Administrative Agent and the Banks under this Section 11.13, the Borrower shall only be obligated to pay the legal fees of the Administrative Agent and not of any other Bank. To the fullest extent permitted by applicable law, the Borrower shall not assert, and the Borrower hereby waives, any claim against the Administrative Agent and its Affiliates, directors, agents, advisors, officers and employees, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Credit Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereofindemnified.

Legal Fees, Other Costs and Indemnification. The Borrower Company, upon demand by the Administrative Agent, agrees to pay all reasonable and properly documented out-of-pocket costs and expenses of the Arrangers and the Administrative Agent in connection with the preparation and negotiation of the Credit Documents (including past and future reasonable out-of-pocket expenses incurred by the Arrangers and the Administrative Agent in connection with the syndication of the transaction)including, including without limitation, the reasonable fees, charges fees and disbursements of legal counsel to the Administrative Agent, ) in connection with the preparation and execution of the Credit Documents, and any amendment, waiver or consent related heretothereto, whether or not the transactions contemplated herein therein are consummated. The Borrower Company further agrees to indemnify and hold harmless each Lender, each Affiliate of a Lender, the Arranger, each Issuing Bank, each Swingline Lender, the Administrative Agent, the Other Agents, and their respective Affiliates, directors, agentsofficers, advisorsemployees and attorneys (collectively, officers and employeesthe “Indemnified Parties”), against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable attorneys’ fees and other reasonable expenses of litigation or preparation therefor, whether or not the indemnified Person such Indemnified Party is a party thereto, and whether brought by a third-party or by the Borrower or any of its Affiliates) which any of them may pay or incur as a result of (a) any action, suit or reasonably pay arising out of proceeding by any third party or Governmental Authority against such Indemnified Party and relating to any Credit Document (including Document, the Loans, any relating to a misrepresentation by the Borrower under any Credit Document) or any Letter of the transactions contemplated thereby Credit, or the direct or indirect application or proposed application by any Borrower of the proceeds of any Loan or use of any Letter of Credit, REGARDLESS OF WHETHER SUCH CLAIMS OR ACTIONS ARE FOUNDED IN WHOLE OR IN PART UPON THE ALLEGED SIMPLE OR CONTRIBUTORY NEGLIGENCE OF ANY OF THE INDEMNIFIED PARTIES AND/OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR ATTORNEYS, (b) any investigation of any third party or any Governmental Authority involving any Lender (as a lender hereunder), any Affiliate of a Lender, the Arranger, any Issuing Bank, any Swingline Lender or the Administrative Agent or the Other Agents (in such capacity hereunder) and related to any use made or proposed to be made by a Borrower of the proceeds of any Loan, other than or use of any Letter of Credit or any transaction financed or to be financed in whole or in part, directly or indirectly with the extent arising from proceeds of any Loan or Letter of Credit, (c) any investigation of any third party or any Governmental Authority, litigation or proceeding involving any Lender (as a lender hereunder), any Affiliate of a Lender, the gross negligence Arranger (in such capacity hereunder), any Swingline Lender (as a swingline lender hereunder), any Issuing Bank (as an issuer of Letters of Credit hereunder) or willful misconduct of the party claiming indemnification as determined in a final, non-appealable judgment by a court of competent jurisdiction. The Borrower, upon demand by any of the Administrative Agent or a Bank at the Other Agents (in such capacity hereunder) and related to any timeenvironmental cleanup, shall reimburse the Administrative Agent or Bank for any reasonable legal audit, compliance or other matter relating to any Environmental Law or the presence of any Hazardous Material (including, without limitation, any losses, liabilities, damages, injuries, costs, expenses (including allocable fees and expenses of in-house counselor claims asserted or arising under any Environmental Law) incurred in connection with investigating or defending against any of the foregoing except if the same is directly due to the gross negligence or willful misconduct of the party to be indemnified as determined in a final, non-appealable judgment by a court of competent jurisdiction, provided that with respect to legal costs and expenses incurred in connection with the enforcement Company, regardless of whether caused by, or within the rights of the Administrative Agent and the Banks under this Section 11.13control of, the Borrower shall only be obligated to pay Company and (d) the legal fees execution or delivery of the Administrative Agent and not of any other Bank. To the fullest extent permitted by applicable law, the Borrower shall not assert, and the Borrower hereby waives, any claim against the Administrative Agent and its Affiliates, directors, agents, advisors, officers and employees, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Credit Agreement, any other Credit Document or any agreement or instrument contemplated herebyhereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby; provided, however, that the Company shall not be obligated to indemnify any Loan or the use Indemnified Party for any of the proceeds thereofforegoing (i) arising out of such Indemnified Party’s gross negligence, willful misconduct, violation of law or willful breach of its obligations hereunder, as determined pursuant to a judgment of a court of competent jurisdiction or as expressly agreed in writing by such Indemnified Party and (ii) to the extent such indemnification relates to taxes, except any taxes arising from a non-tax claim. The Company, upon demand by the Administrative Agent, the Other Agents, a Lender, an Affiliate of a Lender, the Arranger, a Swingline Lender or an Issuing Bank at any time, shall reimburse such Agent, Lender, Affiliate of a Lender, the Arranger, Swingline Lender or Issuing Bank for any reasonable legal or other expenses incurred in connection with investigating or defending against any of the foregoing, except if the same is excluded from indemnification pursuant to the provisions of the preceding sentence. Each Indemnified Party agrees to contest any indemnified claim if requested by the Company, in a manner reasonably directed by the Company, with counsel selected by the Indemnified Party and approved by the Company, which approval shall not be unreasonably withheld or delayed. Any Indemnified Party that proposes or intends to settle or compromise any such indemnified claim shall give the Company written notice of the terms of such settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Company’s prior written consent thereto, which consent shall not be unreasonably withheld or delayed; provided that the Indemnified Party shall not be restricted from settling or compromising any such claim if (i) the Indemnified Party waives its right to indemnity from the Company in respect of such claim and such settlement or compromise does not materially increase the Company’s liability pursuant to this Section 10.13 to any Related Party of such Indemnified Party, (ii) an Event of Default as described in Section 7.1(a), (b) (as a result of a default under Section 6.17), (f) or (g) or has occurred and is continuing or (iii) the Indemnified Party reasonably believes the Company will not be able to satisfy the full amount of such claim and the Company has failed to provide sufficient collateral to the Indemnified Party to secure the value of such claim.

Legal Fees, Other Costs and Indemnification. The Borrower Borrower, upon demand by the Administrative Agent, agrees to pay all reasonable and properly documented out-of-pocket costs and expenses of the Arrangers and the Administrative Agent in connection with the preparation and negotiation of the Credit Documents (including past and future reasonable out-of-pocket expenses incurred by the Arrangers and the Administrative Agent in connection with the syndication of the transaction)including, including without limitation, the reasonable fees, charges fees and disbursements of legal counsel to the Administrative Agent, ) in connection with the preparation and execution of the Credit Documents, and any amendment, waiver or consent related heretothereto, whether or not the transactions contemplated herein therein are consummated. The Borrower further agrees to indemnify and hold harmless the Swingline Lender, each Lender, each Issuing Bank, the Administrative Agent, the Other Agents, and their respective Affiliates, directors, agentsofficers, advisorsemployees and attorneys (collectively, officers and employeesthe “Indemnified Parties”), against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable attorneys’ fees and other reasonable expenses of litigation or preparation therefor, whether or not the indemnified Person such Indemnified Party is a party thereto, and whether brought by a third-party or by the Borrower or any of its Affiliates) which any of them may pay or incur as a result of (a) any action, suit or reasonably pay arising out of proceeding by any third party or Governmental Authority against such Indemnified Party and relating to any Credit Document (including Document, the Loans, any relating to a misrepresentation by the Borrower under any Credit Document) or any Letter of the transactions contemplated thereby Credit, or the direct or indirect application or proposed application by any of the Borrower of the proceeds of any Loan or use of any Letter of Credit, REGARDLESS OF WHETHER SUCH CLAIMS OR ACTIONS ARE FOUNDED IN WHOLE OR IN PART UPON THE ALLEGED SIMPLE OR CONTRIBUTORY NEGLIGENCE OF ANY OF THE INDEMNIFIED PARTIES AND/OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR ATTORNEYS, (b) any investigation of any third party or any Governmental Authority involving any Lender (as a lender hereunder), any Issuing Bank, or the Administrative Agent or the Other Agents (in such capacity hereunder) and related to any use made or proposed to be made by the Borrower of the proceeds of any Loan, or use of any Letter of Credit or any transaction financed or to be financed in whole or in part, directly or indirectly with the proceeds of any Loan or Letter of Credit, and (c) any investigation of any third party or any Governmental Authority, litigation or proceeding involving the Swingline Lender (as a swingline lender hereunder), any Lender (as a lender hereunder) or the Administrative Agent or the Other Agents (in such capacity hereunder) and related to any environmental cleanup, audit, compliance or other than matter relating to any Environmental Law or the presence of any Hazardous Material (including, without limitation, any losses, liabilities, damages, injuries, costs, expenses or claims asserted or arising under any Environmental Law) with respect to the extent Borrower, regardless of whether caused by, or within the control of, the Borrower; provided, however, that the Borrower shall not be obligated to indemnify any Indemnified Party for any of the foregoing arising from the out of such Indemnified Party’s gross negligence or willful misconduct of the party claiming indemnification misconduct, as determined in pursuant to a final, non-appealable judgment by of a court of competent jurisdictionjurisdiction or as expressly agreed in writing by such Indemnified Party. The Borrower, upon demand by any of the Administrative Agent Agent, the Other Agents, the Swingline Lender or a Lender or Issuing Bank at any time, shall reimburse such Agent, the Administrative Agent Swingline Lender or such Lender or Issuing Bank for any reasonable legal or other expenses (including allocable fees and expenses of in-house counsel) incurred in connection with investigating or defending against any of the foregoing foregoing, except if the same is directly due excluded from indemnification pursuant to the gross negligence or willful misconduct provisions of the party to be preceding sentence. Each Indemnified Party agrees that such Indemnified Party will contest any indemnified as determined claim if requested by the Borrower, in a finalmanner reasonably directed by the Borrower, non-appealable judgment with counsel selected by a court the Indemnified Party and approved by the Borrower, which approval shall not be unreasonably withheld or delayed. Any Indemnified Party that proposes or intends to settle or compromise any such indemnified claim shall give the Borrower written notice of competent jurisdictionthe terms of such settlement or compromise reasonably in advance of settling or compromising such claim and shall obtain the Borrower’s prior written consent thereto, which consent shall not be unreasonably withheld or delayed; provided that with the Indemnified Party shall not be restricted from settling or compromising any such claim if (i) the Indemnified Party waives its right to indemnity from the Borrower in respect of such claim and such settlement or compromise does not materially increase the Borrower’s liability pursuant to legal costs and expenses incurred in connection with the enforcement of the rights of the Administrative Agent and the Banks under this Section 11.1310.13 to any related party of such Indemnified Party, (ii) an Event of Default has occurred and is continuing or (iii) the Indemnified Party reasonably believes the Borrower shall only will not be obligated able to pay satisfy the legal fees full amount of the Administrative Agent and not of any other Bank. To the fullest extent permitted by applicable law, the Borrower shall not assert, such claim and the Borrower hereby waives, any claim against has failed to provide sufficient collateral to the Administrative Agent and its Affiliates, directors, agents, advisors, officers and employees, on any theory Indemnified Party to secure the value of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Credit Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereofsuch claim.

Legal Fees, Other Costs and Indemnification. The Borrower Borrower, ------------------------------------------- upon demand by the Agent, the Lead Arranger and Book Manager, the Documentation Agents, Managing Agents, any Co-Agent or any Lender, agrees to pay all reasonable and properly documented out-of-pocket costs and expenses of the Arrangers and the Administrative Agent in connection with the preparation and negotiation of the Credit Documents (including past and future reasonable out-of-pocket expenses incurred by the Arrangers and the Administrative Agent in connection with the syndication of the transaction), including without limitation, the reasonable fees, charges fees and disbursements of legal counsel to the Administrative Agent, the Lead Arranger and Book Manager, the Documentation Agents, Managing Agents, any Co- Agent or any Lender in connection with the preparation and execution of the Credit Documents, and any amendment, waiver or consent related heretothereto, whether or not the transactions contemplated herein therein are consummated, any Default or Event of Default by the Borrower hereunder and any enforcement (including, without limitation, all workout and bankruptcy proceedings) of any of the Credit Documents or collection of any Obligations; provided that the Borrower shall only have to pay the reasonable fees and disbursements of one law firm in connection therewith unless the Agent, the Lead Arranger and Book Manager, the Documentation Agents, Managing Agents, any Co-Agent, any Lender or their counsel is of the reasonable opinion that representation by one law firm would not be feasible or that a conflict of interest would exist. The Borrower further agrees to indemnify each Bankthe Agent, the Administrative AgentLead Arranger and Book Manager, the Documentation Agents, Managing Agents, each Co-Agent and their each Lender and its respective Affiliates, directors, agentsofficers, advisorsshareholders, officers employees and employeesattorneys (collectively, the "Indemnified Parties"), against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable attorneys' fees and other reasonable expenses of litigation or preparation therefor, whether or not the indemnified Person Indemnified Party is a party thereto, and whether brought by a third-party or by the Borrower or any of its Affiliates) which any of them may pay or incur or reasonably pay arising out of or relating to any Credit Document (including any relating to a misrepresentation by the Borrower under a) any Credit Document) or any , the Loans, the Letters of the transactions contemplated thereby Credit or the direct or indirect application or proposed application by the Borrower of the proceeds of any Loan, REGARDLESS OF WHETHER SUCH CLAIMS OR ACTIONS ARE FOUNDED IN WHOLE OR IN PART UPON THE ALLEGED SIMPLE OR CONTRIBUTORY NEGLIGENCE OF ANY OF THE INDEMNIFIED PARTIES AND/OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES OR ATTORNEYS, (b) any investigation of any third party or any governmental authority involving the Agent, the Lead Arranger and Book Manager, the Documentation Agents, Managing Agents, any Co-Agent or any Lender and related to any use made or proposed to be made by the Borrower of the proceeds of the Borrowings, or any transaction financed or to be financed in whole or in part, directly or indirectly with the proceeds of any Borrowing, and (c) any investigation of any third party or any governmental authority, litigation or proceeding, related to any environmental cleanup, audit, compliance or other than matter relating to any Environmental Law or the presence of any Hazardous Material (including, without limitation, any losses, liabilities, damages, injuries, costs, expenses or claims asserted or arising under any Environmental Law) with respect to the extent Borrower or any of its Subsidiaries, regardless of whether caused by, or within the control of, the Borrower or any of its Subsidiaries; provided, however, that the Borrower shall not be obligated to indemnify any Indemnified Party for any of the foregoing arising from the out of (i) such Indemnified Party's gross negligence or willful misconduct misconduct, (ii) the Agent's failure to pay under any Letter of Credit after the party claiming indemnification as determined in presentation to it of a finalrequest required to be paid under applicable law, non(iii) the Agent's, the Lead Arranger and Book Manager's, the Documentation Agents', Managing Agents', any Co-appealable judgment by a court Agent's or any Lender's breach of competent jurisdictionany material provision of any Credit Document, or any dispute solely among the Agent, the Lead Arranger and Book Manager, the Documentation Agents, Managing Agents, the Co-Agents, the Lenders or any of same. The Borrower, upon demand by any of the Administrative Agent or a Bank Indemnified Party at any time, shall reimburse the Administrative Agent or Bank Indemnified Party for any reasonable legal or other expenses (including allocable fees and expenses of in-house counsel) incurred in connection with investigating or defending against any of the foregoing except if the same is directly due excluded from indemnification pursuant to the gross negligence or willful misconduct provisions of the party to be indemnified as determined in a final, non-appealable judgment by a court of competent jurisdiction, provided that with respect to legal costs and expenses incurred in connection with the enforcement of the rights of the Administrative Agent and the Banks under this Section 11.13, the Borrower shall only be obligated to pay the legal fees of the Administrative Agent and not of any other Bank. To the fullest extent permitted by applicable law, the Borrower shall not assert, and the Borrower hereby waives, any claim against the Administrative Agent and its Affiliates, directors, agents, advisors, officers and employees, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Credit Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereofforegoing sentence.

Legal Fees, Other Costs and Indemnification. The Borrower Borrower, ------------------------------------------- upon demand by the Agent, agrees to pay all reasonable and properly documented out-of-pocket costs and expenses of the Arrangers and the Administrative Agent in connection with the preparation and negotiation of the Credit Documents (including past and future reasonable out-of-pocket expenses incurred by the Arrangers and the Administrative Agent in connection with the syndication of the transaction), including without limitation, the reasonable fees, charges fees and disbursements of legal counsel to the Administrative Agent, Agent in connection with the preparation and execution of the Credit Documents, and any amendment, waiver or consent related heretothereto, whether or not the transactions contemplated herein therein are consummatedconsummated (provided that the Borrower shall be obligated hereunder to pay such fees and disbursements for only one (1) law firm and any local counsel), and all reasonable recording, filing, or other fees, costs and taxes incident to perfecting a Lien upon the Collateral described in the Security Documents. The Borrower further agrees to indemnify each BankLender, the Administrative Agent, the Collateral Agent, the Syndication Agent, and their respective Affiliates, directors, agentsofficers, advisorsemployees and attorneys (collectively, officers and employeesthe "Indemnified Parties"), against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable attorneys' fees and other reasonable expenses of litigation or preparation therefor, whether or not the indemnified Person is a party thereto, and whether brought by a third-party or by the Borrower or any of its Affiliates) which any of them may pay or incur or reasonably pay arising out of or relating to any Credit Document (including any relating to a misrepresentation by the Borrower under a) any Credit Document) or any of , the transactions contemplated thereby Loans or the direct or indirect application or proposed application by the Borrower of the proceeds of any Loan, REGARDLESS OF WHETHER SUCH CLAIMS OR ACTIONS ARE FOUNDED IN WHOLE OR IN PART UPON THE ALLEGED SIMPLE OR CONTRIBUTORY NEGLIGENCE OF ANY OF THE INDEMNIFIED PARTIES AND/OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR ATTORNEYS, (b) any investigation of any third party or any governmental authority involving any Lender (as a lender hereunder), the Agent (in such capacity hereunder), the Collateral Agent (in such capacity hereunder), or the Syndication Agent (in such capacity hereunder) and related to any use made or proposed to be made by the Borrower of the proceeds of the Borrowings, or any transaction financed or to be financed in whole or in part, directly or indirectly with the proceeds of any Borrowing, and (c) any investigation of any third party or any governmental authority, litigation or proceeding, related to any environmental cleanup, audit, compliance or other than matter relating to any Environmental Law or the presence of any Hazardous Material (including, without limitation, any losses, liabilities, damages, injuries, costs, expenses or claims asserted or arising under any Environmental Law) with respect to the extent Borrower or any of its Subsidiaries, regardless of whether caused by, or within the control of, the Borrower or any of its Subsidiaries; provided, however, that the Borrower shall not be obligated to indemnify any Indemnified Party for any of the foregoing arising from the out of such Indemnified Party's gross negligence or willful misconduct of the party claiming indemnification as determined in a final, non-appealable judgment by a court of competent jurisdictionmisconduct. The Borrower, upon demand by any of the Administrative Agent, the Collateral Agent, the Syndication Agent or a Bank Lender at any time, shall reimburse the Administrative Agent, the Collateral Agent, the Syndication Agent or Bank such Lender for (i) any reasonable legal or other expenses (including allocable fees and expenses of in-house counsel) incurred in connection with investigating or defending against any of the foregoing except if the same is directly due excluded from indemnification pursuant to the gross negligence or willful misconduct provisions of the party to be indemnified as determined in a finalforegoing sentence and (ii) if an Event of Default has occurred and is continuing, nonreasonable fees of legal counsel (including the allocated costs of in-appealable judgment by a court of competent jurisdiction, provided that with respect to legal costs and expenses incurred house counsel) in connection with the Agent's, the Collateral Agent's, the Syndication Agent's or such Lender's enforcement of their rights and remedies in the rights of the Administrative Agent and the Banks under this Section 11.13, the Borrower shall only be obligated to pay the legal fees of the Administrative Agent and not of any other Bank. To the fullest extent permitted by applicable law, the Borrower shall not assert, and the Borrower hereby waives, any claim against the Administrative Agent and its Affiliates, directors, agents, advisors, officers and employees, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Credit Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereofDocuments.

Legal Fees, Other Costs and Indemnification. The Borrower agrees to pay all reasonable and properly documented out-of-pocket costs and expenses of the Arrangers and the Administrative Agent in connection with the preparation and negotiation of the Credit Documents (including past and future reasonable out-of-pocket expenses incurred by the Arrangers and the Administrative Agent in connection with the syndication of the transaction)Documents, including without limitation, the reasonable fees, charges fees and disbursements of Cxxxxxx and Cxxxxx, counsel to the Administrative Agent, in connection with the preparation and execution of the Credit Documents, and any amendment, waiver or consent related hereto, whether or not the transactions contemplated herein are consummated; provided, however that the Borrower's obligation to reimburse the Agent for such fees of Messrs. Cxxxxxx and Cxxxxx in connection with the preparation and negotiation of the Credit Documents delivered on or before the Closing Date shall not exceed $16,000 (exclusive of out-of-pocket disbursements and separately charged items). The Borrower further agrees to indemnify each Bank, the Administrative Agent, and their respective Affiliates, directors, agents, advisors, officers and employeesemployees (collectively, "Indemnified Parties"), against all losses, claims, damages, penalties, judgments, liabilities and related expenses (including, without limitation, all expenses of litigation or preparation therefor, whether or not the indemnified Person is a party thereto, and whether brought by a third-party or by the Borrower or any of its Affiliates) which any of them may incur or reasonably pay arising out of or relating to any Credit Document (including any relating to a misrepresentation by the Borrower under any Credit Document) or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any LoanLoan or Letter of Credit (collectively, "Indemnified Claims"), other than to the extent arising (i) those which arise from the gross negligence or willful misconduct of the party claiming indemnification as determined in indemnification; (ii) Indemnified Claims which arise out of a dispute to which the Borrower is not a party, between two or more Banks or between the Agent and one or more Banks; (iii) Indemnified Claims for reimbursement of amounts paid by an Indemnified Party on any final, non-appealable judgment in the Borrower's favor against an Indemnified Party by a court of competent jurisdictionjurisdiction (it being understood and agreed that this clause (iii) shall not affect or limit any amount the Borrower may owe to any Bank as a result of any such claim pursuant to Section 10.6) and (iv) an Indemnified Claim for reimbursement of amounts paid by the party seeking indemnification in any settlement with a party other than the Borrower or any Affiliate thereof which has been properly effected by an Indemnified Party without the prior consent of the Borrower, unless the Borrower has had a reasonable opportunity to assume responsibility and not diligently prosecuted a defense of such Indemnified Claim. The Borrower, upon demand by any of the Administrative Agent or a Bank at any time, shall reimburse the Administrative Agent or Bank for any reasonable legal or other expenses (including allocable fees and expenses of in-house counsel) incurred in connection with investigating or defending against any of the foregoing except if the same is directly due to the gross negligence or willful misconduct of the party to be indemnified indemnified. Notwithstanding anything in the foregoing to the contrary, no Bank and none of its directors, officers and employees shall be entitled to indemnification under this Section for an Indemnified Claim arising out of such Bank's failure to fund its Canadian Loan Participation as determined in a final, non-appealable judgment and when required by a court the terms of competent jurisdiction, provided the Canadian Participation Agreement. The Borrower acknowledges and agrees that with respect to legal the costs and expenses incurred in connection with for which the enforcement of the rights of the Administrative Agent and the Banks Borrower is liable under this Section 11.13shall include the cost of recording, filing and releasing the Borrower shall only be obligated to pay the legal fees of the Administrative Agent and not of any other Bank. To the fullest extent permitted by applicable law, the Borrower shall not assert, and the Borrower hereby waives, any claim against the Administrative Agent and its Affiliates, directors, agents, advisors, officers and employees, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Credit Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereofCollateral Documents.

Legal Fees, Other Costs and Indemnification. The Borrower Borrower, upon demand by the Agent, the Syndication Agent, the Documentation Agent, any Co-Agent or any Lender, agrees to pay all reasonable and properly documented out-of-pocket costs and expenses of the Arrangers and the Administrative Agent in connection with the preparation and negotiation of the Credit Documents (including past and future reasonable out-of-pocket expenses incurred by the Arrangers and the Administrative Agent in connection with the syndication of the transaction), including without limitation, the reasonable fees, charges fees and disbursements of legal counsel to the Administrative Agent, the Syndication Agent, the Documentation Agent, any Co-Agent or any Lender in connection with the preparation and execution of the Credit Documents, and any amendment, waiver or consent related heretothereto, whether or not the transactions contemplated herein therein are consummated, any Default or Event of Default by the Borrower hereunder and any enforcement (including, without limitation, all workout and bankruptcy proceedings) of any of the Credit Documents or collection of any Obligations; provided that the Borrower shall only have to pay the reasonable fees and disbursements of one law firm in connection therewith unless the Agent, the Syndication Agent, the Documentation Agent, any Co-Agent, any Lender or their counsel is of the reasonable opinion that representation by one law firm would not be feasible or that a conflict of interest would exist. The Borrower further agrees to indemnify each Bankthe Agent, the Administrative Syndication Agent, the Documentation Agent, each Co-Agent and their each Lender and its respective Affiliates, directors, agentsofficers, advisorsshareholders, officers employees and employeesattorneys (collectively, the "Indemnified Parties"), against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable attorneys' fees and other reasonable expenses of litigation or preparation therefor, whether or not the indemnified Person Indemnified Party is a party thereto, and whether brought by a third-party or by the Borrower or any of its Affiliates) which any of them may pay or incur or reasonably pay arising out of or relating to any Credit Document (including any relating to a misrepresentation by the Borrower under a) any Credit Document) or any , the Loans, the Letters of the transactions contemplated thereby Credit or the direct or indirect application or proposed application by the Borrower of the proceeds of any Loan, REGARDLESS OF WHETHER SUCH CLAIMS OR ACTIONS ARE FOUNDED IN WHOLE OR IN PART UPON THE ALLEGED SIMPLE OR CONTRIBUTORY NEGLIGENCE OF ANY OF THE INDEMNIFIED PARTIES AND/OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES OR ATTORNEYS, (b) any investigation of any third party or any governmental authority involving the Agent, the Syndication Agent, the Documentation Agent, any Co-Agent or any Lender and related to any use made or proposed to be made by the Borrower of the proceeds of the Borrowings, or any transaction financed or to be financed in whole or in part, directly or indirectly with the proceeds of any Borrowing, and (c) any investigation of any third party or any governmental authority, litigation or proceeding, related to any environmental cleanup, audit, compliance or other than matter relating to any Environmental Law or the presence of any Hazardous Material (including, without limitation, any losses, liabilities, damages, injuries, costs, expenses or claims asserted or arising under any Environmental Law) with respect to the extent Borrower or any of its Subsidiaries, regardless of whether caused by, or within the control of, the Borrower or any of its Subsidiaries; provided, however, that the Borrower shall not be obligated to indemnify any Indemnified Party for any of the foregoing arising from the out of (i) such Indemnified Party's gross negligence or willful misconduct misconduct, (ii) the Agent's failure to pay under any Letter of Credit after the party claiming indemnification as determined in presentation to it of a finalrequest required to be paid under applicable law, non(iii) the Agent's, the Syndication Agent's, the Documentation Agent's, any Co-appealable judgment by a court Agent's or any Lender's breach of competent jurisdictionany material provision of any Credit Document, or any dispute solely among the Agent, the Syndication Agent, the Documentation Agent, the Co-Agents, the Lenders or any of same. The Borrower, upon demand by any of the Administrative Agent or a Bank Indemnified Party at any time, shall reimburse the Administrative Agent or Bank Indemnified Party for any reasonable legal or other expenses (including allocable fees and expenses of in-house counsel) incurred in connection with investigating or defending against any of the foregoing except if the same is directly due excluded from indemnification pursuant to the gross negligence or willful misconduct provisions of the party to be indemnified as determined in a final, non-appealable judgment by a court of competent jurisdiction, provided that with respect to legal costs and expenses incurred in connection with the enforcement of the rights of the Administrative Agent and the Banks under this Section 11.13, the Borrower shall only be obligated to pay the legal fees of the Administrative Agent and not of any other Bank. To the fullest extent permitted by applicable law, the Borrower shall not assert, and the Borrower hereby waives, any claim against the Administrative Agent and its Affiliates, directors, agents, advisors, officers and employees, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Credit Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereofforegoing sentence.

Legal Fees, Other Costs and Indemnification. The Borrower agrees Borrowers agree to pay all reasonable and properly documented out-of-pocket costs and expenses of the Arrangers and the Administrative Agent in connection with the preparation and negotiation of the Credit Documents (including past and future reasonable out-of-pocket expenses incurred by the Arrangers and the Administrative Agent in connection with the syndication of the transaction)Loan Documents, including without limitation, the reasonable fees, charges fees and disbursements of Cxxxxxx and Cxxxxx LLP, counsel to the Administrative Agent, in connection with the preparation and execution of the Credit Loan Documents, and any amendment, waiver or consent related hereto, whether or not the transactions contemplated herein are consummated. The Borrower Borrowers further agrees agree to indemnify each BankLender, the L/C Issuer, the Administrative Agent, and their respective Affiliates, directors, agents, advisors, officers and employees, employees (each such Person an “Indemnitee”) against all losses, claims, damages, penalties, judgments, liabilities and related expenses (including, without limitation, all expenses of litigation or preparation therefor, whether or not the indemnified Person is a party thereto, and whether brought by a third-party or by the Borrower or any of its Affiliates) which any of them may incur or reasonably pay arising out of or relating to any Credit Loan Document (including any relating to a misrepresentation by the Borrower under any Credit Document) or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any LoanLoan or Letter of Credit, other than those as determined by a court of competent jurisdiction by final and nonappealable judgment to the extent arising have resulted from the gross negligence or willful misconduct of the party claiming indemnification as determined in a final, non-appealable judgment by a court of competent jurisdictionindemnification. The BorrowerBorrowers, upon demand by any of the Administrative Agent Agent, the L/C Issuer or a Bank Lender at any time, shall reimburse the Administrative Agent Agent, the L/C Issuer or Bank Lender for any reasonable legal or other expenses (including allocable fees and expenses of in-house counsel) incurred in connection with investigating or defending against any of the foregoing except if the same is directly due to the gross negligence or willful misconduct of the party to be indemnified as determined in a final, non-appealable judgment by a court of competent jurisdiction, provided that with respect to legal costs and expenses incurred in connection with the enforcement of the rights of the Administrative Agent and the Banks under this Section 11.13, the Borrower shall only be obligated to pay the legal fees of the Administrative Agent and not of any other Bankindemnified. To the fullest extent permitted by applicable law, the Borrower no party to this Agreement shall not assert, and the Borrower each such Person hereby waives, any claim against the Administrative Agent and its Affiliates, directors, agents, advisors, officers and employeesany other party to this Agreement or any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Credit Agreement, any Agreement or the other Credit Document Loan Documents or any agreement or instrument contemplated herebyhereby or thereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the parties under this Section shall survive the termination of this Agreement.

Legal Fees, Other Costs and Indemnification. The Borrower agrees to pay all reasonable and properly documented out-of-pocket costs and expenses of the Arrangers and the Administrative Agent in connection with the preparation and negotiation of the Credit Documents (including past and future reasonable out-of-pocket expenses incurred by the Arrangers and the Administrative Agent in connection with the syndication of the transaction), including without limitation, the reasonable fees, charges attorneys fees and disbursements of counsel to the Administrative Agent, Lender in connection with the preparation and execution of this Agreement and the Credit Documents, and any amendment, waiver or consent related hereto, other Loan Documents whether or not the transactions contemplated herein are consummated, and all reasonable appraisal, due diligence, environmental consultant fees, recording, filing, title insurance, lien search or other expenses, fees, costs and taxes incident to the entry into and negotiation of this Agreement and the Loan Documents and attaching and perfecting a lien upon the Collateral. The Borrower also agrees to pay the reasonable attorney's fees and disbursements of the Lender in connection with any amendment of this Agreement and the other Loan Documents and any waiver or consent related to this Agreement. The Borrower further agrees to pay the reasonable attorney's fees and disbursements of the Lender in connection with the enforcement of the Loan Documents and to indemnify each Bank, the Administrative Agent, Lender and any security trustee and their respective Affiliates, directors, agents, advisors, officers and employees, against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all expenses of litigation or preparation therefor, whether or not the indemnified Person person is a party thereto, and whether brought by a third-party or by the Borrower or any of its Affiliates) which any of them it may pay or incur or reasonably pay arising out of or relating to any Credit Loan Document (including any relating to a misrepresentation by the Borrower under any Credit Document) or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Loan, other than to the extent arising Advance or Declining Revolving Credit Loan except as may arise from the gross negligence or willful misconduct of the party claiming indemnification as determined in a final, non-appealable judgment by a court of competent jurisdictionindemnification. The Borrower, Borrower upon demand by any of the Administrative Agent or a Bank Lender, at any time, shall reimburse the Administrative Agent or Bank each such indemnified party for any reasonable legal or other expenses (including allocable fees and expenses of in-house counsel) incurred in connection with investigating or defending against any of the foregoing except if the same is directly due to the gross negligence or willful misconduct of the party to be such indemnified as determined in a final, non-appealable judgment by a court of competent jurisdiction, provided that with respect to legal costs and expenses incurred in connection with the enforcement of the rights of the Administrative Agent and the Banks under this party. Section 11.13, the Borrower shall only be obligated to pay the legal fees of the Administrative Agent and not of any other Bank. To the fullest extent permitted by applicable law, the Borrower shall not assert, and the Borrower hereby waives, any claim against the Administrative Agent and its Affiliates, directors, agents, advisors, officers and employees, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Credit Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof7.06.

Legal Fees, Other Costs and Indemnification. The Borrower agrees Borrowers agree to pay all reasonable and properly documented out-of-pocket costs and expenses of the Arrangers and the Administrative Agent in connection with the preparation and negotiation of the Credit Documents (including past and future reasonable out-of-pocket expenses incurred by the Arrangers and the Administrative Agent in connection with the syndication of the transaction)Loan Documents, including without limitation, the reasonable fees, charges fees and disbursements of Xxxxxxx and Xxxxxx LLP, counsel to the Administrative Agent, in connection with the preparation and execution of the Credit Loan Documents, and any amendment, waiver or consent related hereto, whether or not the transactions contemplated herein are consummated. The Borrower Borrowers further agrees agree to indemnify each BankLender, the L/C Issuer, the Administrative Agent, and their respective Affiliates, directors, agents, advisors, officers and employees, employees (each such Person an “Indemnitee”) against all losses, claims, damages, penalties, judgments, liabilities and related expenses (including, without limitation, all expenses of litigation or preparation therefor, whether or not the indemnified Person is a party thereto, and whether brought by a third-party or by the Borrower or any of its Affiliates) which any of them may incur or reasonably pay arising out of or relating to any Credit Loan Document (including any relating to a misrepresentation by the Borrower under any Credit Document) or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any LoanLoan or Letter of Credit, other than to the extent arising those which arise from the gross negligence or willful misconduct of the party claiming indemnification as determined in a final, non-appealable judgment by a court of competent jurisdictionindemnification. The BorrowerBorrowers, upon demand by any of the Administrative Agent Agent, the L/C Issuer or a Bank Lender at any time, shall reimburse the Administrative Agent Agent, the L/C Issuer or Bank Lender for any reasonable legal or other expenses (including allocable fees and expenses of in-house counsel) incurred in connection with investigating or defending against any of the foregoing except if the same is directly due to the gross negligence or willful misconduct of the party to be indemnified as determined in a final, non-appealable judgment by a court of competent jurisdiction, provided that with respect to legal costs and expenses incurred in connection with the enforcement of the rights of the Administrative Agent and the Banks under this Section 11.13, the Borrower shall only be obligated to pay the legal fees of the Administrative Agent and not of any other Bankindemnified. To the fullest extent permitted by applicable law, the Borrower no party to this Agreement shall not assert, and the Borrower each such Person hereby waives, any claim against the Administrative Agent and its Affiliates, directors, agents, advisors, officers and employeesany other party to this Agreement or any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Credit Agreement, any Agreement or the other Credit Document Loan Documents or any agreement or instrument contemplated herebyhereby or thereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the parties under this Section shall survive the termination of this Agreement.

Legal Fees, Other Costs and Indemnification. (a) The Borrower Borrower, upon written demand by the Administrative Agent, agrees to pay all reasonable and properly documented out-of-pocket costs and expenses of the Arrangers and the Administrative Agent in connection with the preparation and negotiation of the Credit Documents (including past and future reasonable out-of-pocket expenses incurred by the Arrangers and the Administrative Agent in connection with the syndication of the transaction), including without limitation, the reasonable fees, charges fees and disbursements of one legal counsel to the Administrative Agent, plus, if reasonably required by the Administrative Agent, one local counsel as may be reasonably required in each appropriate jurisdiction and one specialty or regulatory counsel of each type reasonably required) in connection with the preparation and execution of the Credit Documents, and any amendment, waiver or consent related heretothereto, whether or not the transactions contemplated herein therein are consummated. The Borrower further agrees to indemnify and hold harmless each BankLender, each Affiliate of a Lender, the Administrative Agent, Agent and the Collateral Agent and their respective Affiliates, directors, agentsofficers, advisorsemployees and attorneys (collectively, officers and employeesthe “Indemnified Parties”), against all losses, claims, damages, penalties, judgments, liabilities and expenses (includingincluding the reasonable fees of one legal counsel for the Indemnified Parties, without limitationplus, all if reasonably required by the Administrative Agent, one local counsel as may be reasonably required in each appropriate jurisdiction and one specialty or regulatory counsel of each type reasonably required and, in the case of an actual or perceived conflict of interest, another firm of counsel for the Indemnified Party affected by such conflict, and other reasonable expenses of litigation or preparation therefor, whether or not the indemnified Person such Indemnified Party is a party thereto, and whether brought by a third-party or by the Borrower or any of its Affiliates)) which any of them may incur pay or reasonably pay arising out Incur as a result of (i) any action, suit or proceeding by any third party or Governmental Authority against such Indemnified Party and relating to any Credit Document (including any relating to a misrepresentation by the Borrower under any Credit Document) or any of the transactions contemplated thereby , Loans, or the direct or indirect application or proposed application by the Borrower of the proceeds of any Loan, REGARDLESS OF WHETHER SUCH CLAIMS OR ACTIONS ARE FOUNDED IN WHOLE OR IN PART UPON THE ALLEGED SIMPLE OR CONTRIBUTORY NEGLIGENCE OF ANY OF THE INDEMNIFIED PARTIES, (ii) any investigation of any third party or any Governmental Authority involving any Lender, any Affiliate of a Lender or the Administrative Agent or the Collateral Agent (in each case, in such capacity hereunder) and related to any use made or proposed to be made by the Borrower of the proceeds of any Loan or any transaction financed or to be financed in whole or in part, directly or indirectly with the proceeds of any Loan, and (iii) any investigation of any third party or any Governmental Authority, litigation or proceeding involving any Lender, any Affiliate of a Lender or the Administrative Agent or the Collateral Agent (in each case, in such capacity hereunder) and related to any environmental cleanup, audit, compliance or other matter relating to any Environmental Law or the presence of any Hazardous Material (including any losses, liabilities, damages, injuries, costs, expenses or claims asserted or arising under any Environmental Law) with respect to the Borrower, regardless of whether caused by, or within the control of, the Borrower, provided, however, that the Borrower shall not be obligated to indemnify any Indemnified Party for any of the foregoing (x) arising out of such Indemnified Party’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction or as expressly agreed in writing by such Indemnified Party, (y) to the extent arising from a litigation, claim or proceeding solely among Indemnified Parties (other than a litigation, claim or proceeding brought against the Administrative Agent in its capacity as such or to the extent arising from the gross negligence actions of a Loan Party) or willful misconduct of (z) to the party claiming extent such indemnification as determined in relates to Taxes, except any Taxes arising from a final, non-appealable judgment by a court of competent jurisdictionTax claim. The Borrower, upon written demand by any of the Administrative Agent Agent, the Collateral Agent, a Lender or an Affiliate of a Bank Lender at any time, shall reimburse the Administrative Agent Agent, the Collateral Agent, Lender or Bank Affiliate of a Lender for any reasonable legal or other expenses (including allocable fees and expenses of in-house counsel) incurred Incurred in connection with investigating or defending against any of the foregoing foregoing, except if the same is directly due excluded from indemnification pursuant to the gross negligence or willful misconduct provisions of the party preceding sentence. Each Indemnified Party agrees to be contest any indemnified as determined claim if requested by the Borrower, in a finalmanner reasonably directed by the Borrower, non-appealable judgment with counsel selected by a court of competent jurisdictionthe Indemnified Party and approved by the Borrower, provided which approval shall not be unreasonably withheld or delayed. Any Indemnified Party that with respect proposes or intends to legal costs and expenses incurred in connection with settle or compromise any such indemnified claim shall give the enforcement Borrower written notice of the rights terms of such settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Administrative Agent Borrower’s prior written consent thereto, which consent shall not be unreasonably withheld or delayed; provided that, the Indemnified Party shall not be restricted from settling or compromising any such claim if (i) the Indemnified Party waives its right to indemnity from the Borrower in respect of such claim and such settlement or compromise does not materially increase the Borrower’s liability pursuant to this Section 11.13 to any related party of such Indemnified Party, (ii) an Event of Default as described in Section 8.1(a), Section 8.1(b), Section 8.1(f) or Section 8.1(g) or has occurred and is continuing or (iii) the Indemnified Party reasonably believes the Loan Parties will not be able to satisfy the full amount of such claim and the Banks under this Section 11.13, Loan Parties have failed to provide sufficient collateral to the Borrower shall only be obligated Indemnified Party to pay secure the legal fees value of the Administrative Agent and not of any other Bank. To the fullest extent permitted by applicable law, the Borrower shall not assert, and the Borrower hereby waives, any claim against the Administrative Agent and its Affiliates, directors, agents, advisors, officers and employees, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Credit Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereofsuch claim.

Legal Fees, Other Costs and Indemnification. The Borrower ------------------------------------------- agrees to pay all reasonable and properly documented out-of-pocket costs and expenses of the Arrangers and the Administrative Agent in connection with the preparation and negotiation of the Credit Documents (including past and future reasonable out-of-pocket expenses incurred by the Arrangers and the Administrative Agent in connection with the syndication of the transaction), including without limitation, the reasonable fees, charges fees and disbursements of legal counsel to the Administrative Agent, Agent in connection with the preparation and execution of the Credit DocumentsDocuments (including, without limitation, the reasonably allocable cost of its inside counsel), and any amendment, waiver or consent related hereto, whether or not the transactions contemplated herein are consummated. The Borrower further agrees to indemnify and hold harmless each BankLender, the Administrative Agent, and their respective directors, officers, employees, Affiliates, directors, agents, advisors, officers agents and employees, attorneys-in- fact (each an "Indemnified Person") from and against all losses, claims, damages, penalties, judgments, liabilities liabilities, and attorneys fees and other expenses (including, without limitation, all expenses of litigation or preparation therefor, whether or not the indemnified Indemnified Person is a party thereto, and whether brought by a third-party or by the Borrower or any of its Affiliates) which any of them may pay or incur or reasonably pay arising out of or relating to any Credit Document (including any relating to a misrepresentation by the Borrower under any Credit Documentenforcement thereof) or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Loan, other than to the extent arising those which (i) arise from the gross negligence or willful misconduct of the party claiming indemnification as determined in a finalor (ii) are subject to reimbursement, non-appealable judgment indemnity or payment under any other provision of this Agreement or any of the Credit Documents but, by a court the terms of competent jurisdictionsuch provision, are not reimbursable, indemnifiable or payable thereunder. The Borrower, Borrower upon demand by any of the Administrative Agent or a Bank Lender at any time, shall reimburse the Administrative Agent or Bank Lender for any reasonable legal or other expenses (including allocable fees and expenses of in-house counsel) incurred in connection with investigating or defending against any of the foregoing except if the same is directly due to the gross negligence or willful misconduct of the party to be indemnified as determined in a final, non-appealable judgment by a court of competent jurisdiction, provided that with respect to legal costs and expenses incurred in connection with the enforcement of the rights of the Administrative Agent and the Banks under this Section 11.13, the Borrower shall only be obligated to pay the legal fees of the Administrative Agent and not of any other Bank. To the fullest extent permitted by applicable law, the Borrower shall not assert, and the Borrower hereby waives, any claim against the Administrative Agent and its Affiliates, directors, agents, advisors, officers and employees, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Credit Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereofindemnified.

Legal Fees, Other Costs and Indemnification. The Borrower agrees to pay all reasonable and properly documented out-of-pocket costs and expenses of the Arrangers Arranger and the Administrative Agent in connection with the preparation and negotiation of the Credit Documents (including past and future reasonable out-of-pocket expenses incurred by the Arrangers Arranger and the Administrative Agent in connection with the syndication of the transaction), including without limitation, the reasonable fees, charges and disbursements of counsel to the Administrative Agent, in connection with the preparation and execution of the Credit Documents, and any amendment, waiver or consent related hereto, whether or not the transactions contemplated herein are consummated. The Borrower further agrees to indemnify each Bank, the Administrative Agent, and their respective Affiliates, directors, agents, advisors, officers and employees, against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all expenses of litigation or preparation therefor, whether or not the indemnified Person is a party thereto, and whether brought by a third-party or by the Borrower or any of its Affiliates) which any of them may incur or reasonably pay arising out of or relating to any Credit Document (including any relating to a misrepresentation by the Borrower under any Credit Document) or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Loan, other than to the extent arising from the gross negligence or willful misconduct of the party claiming indemnification as determined in a final, non-appealable judgment by a court of competent jurisdiction. The Borrower, upon demand by any of the Administrative Agent or a Bank at any time, shall reimburse the Administrative Agent or Bank for any reasonable legal or other expenses (including allocable fees and expenses of in-house counsel) incurred in connection with investigating or defending against any of the foregoing except if the same is directly due to the gross negligence or willful misconduct of the party to be indemnified as determined in a final, non-appealable judgment by a court of competent jurisdiction, provided that with respect to legal costs and expenses incurred in connection with the enforcement of the rights of the Administrative Agent and the Banks under this Section 11.13, the Borrower shall only be obligated to pay the legal fees of the Administrative Agent and not of any other Bank. To the fullest extent permitted by applicable law, the Borrower shall not assert, and the Borrower hereby waives, any claim against the Administrative Agent Agent, each Bank and its each of their respective Affiliates, directors, agents, advisors, officers and employees, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Credit Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof.

Legal Fees, Other Costs and Indemnification. The Borrower Company, upon demand by the Administrative Agent, agrees to pay all reasonable and properly documented out-of-pocket costs and expenses of the Arrangers and the Administrative Agent in connection with the preparation and negotiation of the Credit Documents (including past and future reasonable out-of-pocket expenses incurred by the Arrangers and the Administrative Agent in connection with the syndication of the transaction)including, including without limitation, the reasonable fees, charges fees and disbursements of legal counsel to the Administrative Agent, ) in connection with the preparation and execution of the Credit DocumentsDocuments (not to exceed such amount previously agreed to by the Administrative Agent), and any amendment, waiver or consent related heretothereto, whether or not the transactions contemplated herein therein are consummated. The Borrower Company further agrees to indemnify and hold harmless each Lender, Issuing Bank, the Swingline Lender, the Administrative Agent, the Other Agents, and their respective Affiliates, directors, agentsofficers, advisorsemployees and attorneys (collectively, officers and employeesthe “Indemnified Parties”), against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable attorneys’ fees and other reasonable expenses of litigation or preparation therefor, whether or not the indemnified Person such Indemnified Party is a party thereto, and whether brought by a third-party or by the Borrower or any of its Affiliates) which any of them may pay or incur as a result of (a) any action, suit or reasonably pay arising out of proceeding by any third party or Governmental Authority against such Indemnified Party and relating to any Credit Document (including Document, the Loans, any relating to a misrepresentation by the Borrower under any Credit Document) or any Letter of the transactions contemplated thereby Credit, or the direct or indirect application or proposed application by any of a Borrower of the proceeds of any Loan or use of any Letter of Credit, REGARDLESS OF WHETHER SUCH CLAIMS OR ACTIONS ARE FOUNDED IN WHOLE OR IN PART UPON THE ALLEGED SIMPLE OR CONTRIBUTORY NEGLIGENCE OF ANY OF THE INDEMNIFIED PARTIES AND/OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR ATTORNEYS, (b) any investigation of any third party or any Governmental Authority involving any Lender (as a lender hereunder), any Issuing Bank, the Swingline Lender or the Administrative Agent or the Other Agents (in such capacity hereunder) and related to any use made or proposed to be made by a Borrower of the proceeds of any Loan, or use of any Letter of Credit or any transaction financed or to be financed in whole or in part, directly or indirectly with the proceeds of any Loan or Letter of Credit, and (c) any investigation of any third party or any Governmental Authority, litigation or proceeding involving any Lender (as a lender hereunder), the Swingline Lender (as a swingline lender hereunder), any Issuing Bank (as an issuer of Letters of Credit hereunder) or the Administrative Agent or the Other Agents (in such capacity hereunder) and related to any environmental cleanup, audit, compliance or other than matter relating to any Environmental Law or the presence of any Hazardous Material (including, without limitation, any losses, liabilities, damages, injuries, costs, expenses or claims asserted or arising under any Environmental Law) with respect to the extent Company, regardless of whether caused by, or within the control of, the Company; provided, however, that the Company shall not be obligated to indemnify any Indemnified Party for any of the foregoing arising from the out of such Indemnified Party’s gross negligence negligence, willful misconduct, violation of law or willful misconduct breach of the party claiming indemnification its obligations hereunder, as determined in pursuant to a final, non-appealable judgment by of a court of competent jurisdictionjurisdiction or as expressly agreed in writing by such Indemnified Party. The BorrowerCompany, upon demand by any of the Administrative Agent Agent, the Other Agents, a Lender, the Swingline Lender or a Issuing Bank at any time, shall reimburse the Administrative Agent such Agent, Lender, Swingline Lender or Issuing Bank for any reasonable legal or other expenses (including allocable fees and expenses of in-house counsel) incurred in connection with investigating or defending against any of the foregoing foregoing, except if the same is directly due excluded from indemnification pursuant to the gross negligence or willful misconduct provisions of the party preceding sentence. Each Indemnified Party agrees to be contest any indemnified as determined claim if requested by the Company, in a finalmanner reasonably directed by the Company, non-appealable judgment with counsel selected by a court the Indemnified Party and approved by the Company, which approval shall not be unreasonably withheld or delayed. Any Indemnified Party that proposes or intends to settle or compromise any such indemnified claim shall give the Company written notice of competent jurisdictionthe terms of such settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Company’s prior written consent thereto, which consent shall not be unreasonably withheld or delayed; provided that with the Indemnified Party shall not be restricted from settling or compromising any such claim if (i) the Indemnified Party waives its right to indemnity from the Company in respect of such claim and such settlement or compromise does not materially increase the Company’s liability pursuant to legal costs and expenses incurred in connection with the enforcement of the rights of the Administrative Agent and the Banks under this Section 11.1310.13 to any related party of such Indemnified Party, the Borrower shall only be obligated to pay the legal fees (ii) an Event of the Administrative Agent and not of any other Bank. To the fullest extent permitted by applicable lawDefault as described in Section 7.1(a), the Borrower shall not assert, and the Borrower hereby waives, any claim against the Administrative Agent and its Affiliates, directors, agents, advisors, officers and employees, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damagesb) arising out of, in connection with, or (as a result ofof a default under Section 6.16), this Credit Agreement, any other Credit Document (f) or any agreement (g) or instrument contemplated hereby, has occurred and is continuing or (iii) the transactions contemplated hereby or thereby, any Loan or Indemnified Party reasonably believes the use Company will not be able to satisfy the full amount of such claim and the proceeds thereofCompany has failed to provide sufficient collateral to the Indemnified Party to secure the value of such claim.

Legal Fees, Other Costs and Indemnification. The Borrower Company, promptly after demand by the Administrative Agent, agrees to pay all reasonable and properly reasonable, documented out-of-pocket costs and expenses (together with any sales taxes or irrecoverable value added taxes thereon, subject to Section 11.4) of the Arrangers and the Administrative Agent in connection with the preparation and negotiation of the Credit Documents Agents (including past and future reasonable out-of-pocket expenses incurred by the Arrangers and the Administrative Agent in connection with the syndication of the transaction)including, including without limitation, reasonable and documented attorneys’ fees, which shall be limited to the reasonable fees, charges and documented fees and disbursements of (x) a single primary counsel to for all of the Administrative AgentAgents, and (y) if reasonably required by the Agents, one special counsel or local counsel in any relevant jurisdiction for all of the Agents) in connection with the preparation and execution of the Credit Documents, and any amendment, waiver or consent related heretothereto, whether or not the transactions contemplated herein therein are consummated. The Borrower Company further agrees to indemnify and hold harmless each Lender, each Affiliate of a Lender, each Arranger, each Issuing Bank, each Agent, the Administrative AgentDocumentation Agents, and their respective Affiliates, directors, agentsofficers, advisorsemployees and attorneys (collectively, officers and employeesthe “Indemnified Parties”), against all losses, claims, damages, penalties, judgments, liabilities and related reasonable and documented out-of-pocket expenses (including, without limitation, all reasonable and documented attorneys’ fees and other reasonable and documented out-of-pocket expenses of litigation or preparation therefor, whether or not the indemnified Person such Indemnified Party is a party thereto) (provided that, in the case of out-of-pocket attorneys’ fees, such expenses shall be limited to the reasonable and whether brought by documented fees and disbursements of (x) a third-party single primary counsel for all Indemnified Parties, (y) one special counsel or by local counsel as reasonably necessary in any relevant jurisdiction for all Indemnified Parties and (z) solely in the Borrower case of actual or bona fide perceived conflict of interest in connection with any of its Affiliatesindemnification, one additional primary counsel (and if, necessary, one special counsel or local counsel in any relevant jurisdiction) for all affected Indemnified Parties similarly situated) which any of them may pay or incur as a result of (a) any action, suit or reasonably pay arising out of proceeding by any third party or Governmental Authority against such Indemnified Party and relating to any Credit Document (including Document, the Loans, any relating to a misrepresentation by the Borrower under any Credit Document) or any Letter of the transactions contemplated thereby Credit, or the direct or indirect application or proposed application by any Borrower of the proceeds of any Loan or use of any Letter of Credit, REGARDLESS OF WHETHER SUCH CLAIMS OR ACTIONS ARE FOUNDED IN WHOLE OR IN PART UPON THE ALLEGED SIMPLE OR CONTRIBUTORY NEGLIGENCE OF ANY OF THE INDEMNIFIED PARTIES AND/OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR ATTORNEYS, (b) any investigation of any third party or any Governmental Authority involving any Lender (as a lender hereunder), any Affiliate of a Lender, any Arranger, any Issuing Bank, any Agent or the Documentation Agents (in such capacity hereunder) and related to any use made or proposed to be made by a Borrower of the proceeds of any Loan, other than or use of any Letter of Credit or any transaction financed or to be financed in whole or in part, directly or indirectly with the extent arising from the gross negligence proceeds of any Loan or willful misconduct Letter of the Credit, (c) any investigation of any third party claiming indemnification or any Governmental Authority, litigation or proceeding involving any Lender (as determined a lender hereunder), any Affiliate of a Lender, any Arranger (in a finalsuch capacity hereunder), non-appealable judgment by a court any Issuing Bank (as an issuer of competent jurisdiction. The Borrower, upon demand by Letters of Credit hereunder) or any of the Administrative Agent or a Bank at the Documentation Agents (in such capacity hereunder) and related to any timeenvironmental cleanup, shall reimburse the Administrative Agent or Bank for any reasonable legal audit, compliance or other matter relating to any Environmental Law or the presence of any Hazardous Material (including, without limitation, any losses, liabilities, damages, injuries, costs, expenses (including allocable fees and expenses of in-house counselor claims asserted or arising under any Environmental Law) incurred in connection with investigating or defending against any of the foregoing except if the same is directly due to the gross negligence or willful misconduct of the party to be indemnified as determined in a final, non-appealable judgment by a court of competent jurisdiction, provided that with respect to legal costs and expenses incurred in connection with the enforcement Company, regardless of whether caused by, or within the rights of the Administrative Agent and the Banks under this Section 11.13control of, the Borrower shall only be obligated to pay Company and (d) the legal fees execution or delivery of the Administrative Agent and not of any other Bank. To the fullest extent permitted by applicable law, the Borrower shall not assert, and the Borrower hereby waives, any claim against the Administrative Agent and its Affiliates, directors, agents, advisors, officers and employees, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Credit Agreement, any other Credit Document or any agreement or instrument contemplated herebyhereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of [Amended and Restated Senior Secured Revolving Credit Agreement] 178 the transactions contemplated hereby or thereby; provided, however, that the Company shall not be obligated to indemnify any Loan Indemnified Party for any of the foregoing (i) arising out of such Indemnified Party’s gross negligence, willful misconduct, violation of law or willful breach of its funding obligations hereunder or under any other Credit Document, as determined pursuant to a final and non-appealable judgment of a court of competent jurisdiction or as expressly agreed in writing by such Indemnified Party, (ii) to the extent such indemnification as described in this Section 11.14 relates to Taxes, except any Taxes arising from a non-Tax claim and (iii) arising out of any claim, actions, suits, inquiries, litigation, investigation or proceeding that does not involve an act or omission of the Company or any of their Subsidiaries or their respective Affiliates and is brought by an Indemnified Party against another Indemnified Party. The Company, upon demand by any Agent, the Documentation Agents, a Lender, an Affiliate of a Lender, an Arranger, or an Issuing Bank at any time, shall reimburse such Other Agent, Lender, Affiliate of a Lender, Agent, Arranger, or Issuing Bank for any reasonable and documented out-of-pocket legal or other expenses incurred in connection with investigating or defending against any of the foregoing, except if the same is excluded from indemnification pursuant to the provisions of this Section 11.14 (subject to the limitations set forth above in the case of out-of-pocket legal fees). No Indemnified Party shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the use other Credit Documents or the transactions contemplated hereby or thereby unless arising out of the proceeds thereofsuch Indemnified Party’s gross negligence, willful misconduct, violation of law or willful breach, as determined pursuant to a final and non-appealable judgment of a court of competent jurisdiction or as expressly agreed in writing by such Indemnified Party.

Legal Fees, Other Costs and Indemnification. (a) The Borrower Borrower, upon demand by the Administrative Agent, agrees to pay all (i) the actual and reasonable fees and properly documented out-of-pocket costs and expenses disbursements of the Arrangers and legal counsel to the Administrative Agent in connection with the preparation and negotiation execution of the Credit Documents (including past which shall be in an amount agreed in writing by the Borrower), and future any amendment, waiver or consent related thereto, whether or not the transactions contemplated therein are consummated, (ii) all the costs of furnishing all opinions by counsel for the Borrower, (iii) all other actual and reasonable out-of-pocket costs and expenses incurred by (A) the Arrangers and the Administrative Agent in connection with the syndication of the transaction), including without limitation, the reasonable fees, charges Loans and disbursements of counsel to Commitments and (B) the Administrative Agent, Agent in connection with the negotiation, preparation and execution of the Credit Documents, Documents and any amendmentconsents, waiver amendments, waivers or consent related hereto, whether or not other modifications thereto and the transactions contemplated herein are consummatedthereby and (iv) after the occurrence of a Default or an Event of Default, all costs and expenses, including reasonable attorneys’ fees and costs of settlement, incurred by the Administrative Agent and the Lenders in enforcing any Obligations of or in collecting any payments due from the Borrower hereunder or under the other Credit Documents by reason of such Default or Event of Default or in connection with any refinancing or restructuring of the credit arrangements provided hereunder in the nature of a “work-out” or pursuant to any insolvency or bankruptcy cases or proceedings. The Borrower further agrees to indemnify each BankLender, the Administrative Agent, Agent and their respective Affiliatesdirectors, directorspartners, officers, employees, agents, advisorssub-agents, officers Controlling Affiliates and employeesattorneys (collectively, the “Indemnified Parties”), against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable attorneys’ fees and other reasonable out-of-pocket expenses of litigation or preparation therefor, whether or not the indemnified Person such Indemnified Party is a party thereto, and whether brought by a third-party or by the Borrower or any of its Affiliates) which any of them may pay or incur in connection with this Agreement or reasonably pay arising out the transactions contemplated hereby or as a result of (A) any action, suit or proceeding by any third party or Governmental Authority against such Indemnified Party and relating to any Credit Document (including any relating to a misrepresentation by Document, the Borrower under any Credit Document) or any of Loans, the transactions contemplated thereby or the direct or indirect application or proposed application by any of the Borrower of the proceeds of any Loan or any other transaction contemplated hereby, REGARDLESS OF WHETHER SUCH CLAIMS OR ACTIONS ARE FOUNDED IN WHOLE OR IN PART UPON THE ALLEGED SIMPLE OR CONTRIBUTORY NEGLIGENCE OF ANY OF THE INDEMNIFIED PARTIES AND/OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR ATTORNEYS, (B) any investigation of any third party or any Governmental Authority involving any Lender (as a lender hereunder), any Agent (in such capacity hereunder) or any Co-Documentation Agent (in such capacity hereunder) and related to any use made or proposed to be made by the Borrower of the proceeds of any Loan, or any transaction (including the Transactions) financed or to be financed in whole or in part, directly or indirectly with the proceeds of any Loan, and (C) any investigation of any third party or any Governmental Authority, litigation or proceeding involving any Lender (as a lender hereunder), any Agent (in such capacity hereunder) or any Co-Documentation Agent (in such capacity hereunder) and related to any environmental cleanup, audit, compliance or other than matter relating to any Environmental Law or the presence of any Hazardous Material (including, without limitation, any losses, liabilities, damages, injuries, costs, expenses or claims asserted or arising under any Environmental Law) with respect to the extent Borrower, regardless of whether caused by, or within the control of, the Borrower; provided, however, that the Borrower shall not be obligated to indemnify any Indemnified Party for any of the foregoing arising from the out of such Indemnified Party’s gross negligence negligence, bad faith or willful misconduct of the party claiming indemnification misconduct, as determined in pursuant to a final, non-appealable judgment by of a court of competent jurisdictionjurisdiction or as expressly agreed in writing by such Indemnified Party. The Borrower, upon demand by any of the Administrative Agent Agent, the other Agents or a Bank Lender at any time, shall reimburse the Administrative such Agent or Bank such Lender for any reasonable legal or other expenses (including allocable fees and expenses of in-house counsel) incurred in connection with investigating or defending against any of the foregoing foregoing, except if the same is directly due excluded from indemnification pursuant to the gross negligence or willful misconduct provisions of the party preceding sentence. The Borrower shall not be required to indemnify any Indemnified Party for any amount paid or payable by such Indemnified Party in the settlement of any action, proceeding or investigation without the written consent of the Borrower, which consent shall not be unreasonably withheld; provided that the foregoing indemnity shall apply to any such settlement in the event that the Borrower was offered the ability to assume the defense of the action that was the subject matter of such settlement and elected not to so assume. Promptly after receipt by the relevant Indemnified Party of notice of its involvement in any action, proceeding or investigation, such Indemnified Party shall, if a claim for indemnification in respect thereof is to be indemnified as determined in a final, non-appealable judgment by a court of competent jurisdiction, provided that with respect to legal costs and expenses incurred in connection with made against the enforcement of the rights of the Administrative Agent and the Banks Borrower under this Section 11.1310.13, notify the Borrower shall only be obligated in writing of such involvement. Failure by any Indemnified Party to pay the legal fees of the Administrative Agent and not of any other Bank. To the fullest extent permitted by applicable law, so notify the Borrower shall not assert, and relieve the Borrower hereby waives, any claim against from the Administrative Agent and its Affiliates, directors, agents, advisors, officers and employees, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed obligation to direct or indemnify such Indemnified Party under this Section 10.13 except to the extent that the Borrower suffers actual damages) arising out of, in connection with, or prejudice as a result ofof such failure, this Credit Agreement, any other Credit Document or any agreement or instrument contemplated hereby, and shall not relieve the transactions contemplated hereby or thereby, any Loan or Borrower from its obligation to provide reimbursement and contribution to the use of the proceeds thereofIndemnified Party.

Legal Fees, Other Costs and Indemnification. The Borrower Borrower, upon demand by the Agent, the Co-Agent or any of the Lenders, agrees to pay all reasonable and properly documented out-of-pocket costs and expenses of the Arrangers and the Administrative Agent in connection with the preparation and negotiation of the Credit Documents (including past and future reasonable out-of-pocket expenses incurred by the Arrangers and the Administrative Agent in connection with the syndication of the transaction), including without limitation, the reasonable fees, charges fees and disbursements of legal counsel to the Administrative Agent, the Co-Agent or any Lender in connection with the preparation and execution of the Credit Documents, and any amendment, waiver or consent related heretothereto, whether or not the transactions contemplated herein therein are consummated, any Default or Event of Default by the Borrower hereunder and any enforcement (including, without limitation, all workout and bankruptcy proceedings) of any of the Credit Documents or collection of any Obligations; provided that the Borrower shall only have to pay the reasonable fees and disbursements of one law firm in connection therewith unless the Agent, the Co-Agent, any Lender or their counsel is of the reasonable opinion that representation by one law firm would not be feasible or that a conflict of interest would exist. The Borrower further agrees to indemnify each Bankthe Agent, the Administrative Agent, Co-Agent and their each Lender and its respective Affiliates, directors, agentsofficers, advisorsshareholders, officers employees and employeesattorneys (collectively, the "Indemnified Parties"), against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable attorneys' fees and other reasonable expenses of litigation or preparation therefor, whether or not the indemnified Person Indemnified Party is a party thereto, and whether brought by a third-party or by the Borrower or any of its Affiliates) which any of them may pay or incur or reasonably pay arising out of or relating to any Credit Document (including any relating to a misrepresentation by the Borrower under a) any Credit Document) or any , the Loans, the Letters of the transactions contemplated thereby Credit or the direct or indirect application or proposed application by the Borrower of the proceeds of any Loan, REGARDLESS OF WHETHER SUCH CLAIMS OR ACTIONS ARE FOUNDED IN WHOLE OR IN PART UPON THE ALLEGED SIMPLE OR CONTRIBUTORY NEGLIGENCE OF ANY OF THE INDEMNIFIED PARTIES AND/OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES OR ATTORNEYS, (b) any investigation of any third party or any governmental authority involving the Agent, the Co-Agent or any Lender and related to any use made or proposed to be made by the Borrower of the proceeds of the Borrowings, or any transaction financed or to be financed in whole or in part, directly or indirectly with the proceeds of any Borrowing, and (c) any investigation of any third party or any governmental authority, litigation or proceeding, related to any environmental cleanup, audit, compliance or other than matter relating to any Environmental Law or the presence of any Hazardous Material (including, without limitation, any losses, liabilities, damages, injuries, costs, expenses or claims asserted or arising under any Environmental Law) with respect to the extent Borrower or any of its Subsidiaries, regardless of whether caused by, or within the control of, the Borrower or any of its Subsidiaries; provided, however, that the Borrower shall not be obligated to indemnify any Indemnified Party for any of the foregoing arising from the out of (i) such Indemnified Party's gross negligence or willful misconduct misconduct, (ii) the Agent's failure to pay under any Letter of Credit after the party claiming indemnification as determined in presentation to it of a finalrequest required to be paid under applicable law, non(iii) the Agent's, the Co-appealable judgment by a court Agent's or any Lender's breach of competent jurisdictionany material provision of any Credit Document, or any dispute solely among the Agent, the Co-Agent, the Lenders or any of same. The Borrower, upon demand by any of the Administrative Agent or a Bank Indemnified Party at any time, shall reimburse the Administrative Agent or Bank Indemnified Party for any reasonable legal or other expenses (including allocable fees and expenses of in-house counsel) incurred in connection with investigating or defending against any of the foregoing except if the same is directly due excluded from indemnification pursuant to the gross negligence or willful misconduct provisions of the party to be indemnified as determined in a final, non-appealable judgment by a court of competent jurisdiction, provided that with respect to legal costs and expenses incurred in connection with the enforcement of the rights of the Administrative Agent and the Banks under this Section 11.13, the Borrower shall only be obligated to pay the legal fees of the Administrative Agent and not of any other Bank. To the fullest extent permitted by applicable law, the Borrower shall not assert, and the Borrower hereby waives, any claim against the Administrative Agent and its Affiliates, directors, agents, advisors, officers and employees, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Credit Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereofforegoing sentence.

Legal Fees, Other Costs and Indemnification. The Borrower Borrower, ------------------------------------------- upon demand by the Syndication Agent, agrees to pay all reasonable and properly documented out-of-pocket costs and expenses of the Arrangers and the Administrative Agent in connection with the preparation and negotiation of the Credit Documents (including past and future reasonable out-of-pocket expenses incurred by the Arrangers and the Administrative Agent in connection with the syndication of the transaction), including without limitation, the reasonable fees, charges fees and disbursements of legal counsel to the Administrative Agent, Syndication Agent in connection with the preparation and execution of the Credit DocumentsDocuments (which shall be in an amount agreed in writing by the Borrower), and any amendment, waiver or consent related heretothereto, whether or not the transactions contemplated herein therein are consummated. The Borrower further agrees to indemnify each BankLender, the Syndication Agent, the Administrative Agent, the Documentation Agent, the Senior Managing Agent, the Joint Lead Arrangers, and the Joint Book Runners, and their respective Affiliates, directors, agentsofficers, advisorsemployees and attorneys (collectively, officers and employeesthe "Indemnified Parties"), against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable attorneys' fees and other reasonable expenses of litigation or preparation therefor, whether or not the indemnified Person such Indemnified Party is a party thereto, and whether brought by a third-party or by the Borrower or any of its Affiliates) which any of them may pay or incur as a result of (a) any action, suit or reasonably pay arising out of proceeding by any third party or governmental authority against such Indemnified Party and relating to any Credit Document (including any relating to a misrepresentation by Document, the Borrower under any Credit Document) or any of the transactions contemplated thereby Loans, or the direct or indirect application or proposed application by any of the Borrower of the proceeds of any Loan, REGARDLESS OF WHETHER SUCH CLAIMS OR ACTIONS ARE FOUNDED IN WHOLE OR IN PART UPON THE ALLEGED SIMPLE OR CONTRIBUTORY NEGLIGENCE OF ANY OF THE INDEMNIFIED PARTIES AND/OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR ATTORNEYS, (b) any investigation of any third party or any governmental authority involving any Lender (as a lender hereunder), or the Syndication Agent, the Administrative Agent, the Documentation Agent, the Senior Managing Agent, the Joint Lead Arrangers, or the Joint Book Runners (in such capacity hereunder) and related to any use made or proposed to be made by the Borrower of the proceeds of any Loan or any transaction financed or to be financed in whole or in part, directly or indirectly with the proceeds of any Loan, and (c) any investigation of any third party or any governmental authority, litigation or proceeding involving any Lender (as a lender hereunder) or the Syndication Agent, the Administrative Agent, the Documentation Agent, the Senior Managing Agent, the Joint Lead Arrangers, or the Joint Book Runners (in such capacity hereunder) and related to any environmental cleanup, audit, compliance or other than matter relating to any Environmental Law or the presence of any Hazardous Material (including, without limitation, any losses, liabilities, damages, injuries, costs, expenses or claims asserted or arising under any Environmental Law) with respect to the extent Borrower, regardless of whether caused by, or within the control of, the Borrower; provided, however, that the Borrower shall not be obligated to indemnify any Indemnified Party for any of the foregoing arising from the out of such Indemnified Party's gross negligence or willful misconduct of the party claiming indemnification misconduct, as determined in pursuant to a final, non-appealable final nonappealable judgment by of a court of competent jurisdictionjurisdiction or as expressly agreed in writing by such Indemnified Party. The Borrower, upon demand by any of the Syndication Agent, the Administrative Agent Agent, the Documentation Agent, the Senior Managing Agent, the Joint Lead Arrangers, or the Joint Book Runners, or a Bank Lender at any time, shall reimburse the Administrative such Agent or Bank such Lender for any reasonable legal or other expenses (including allocable fees and expenses of in-house counsel) incurred in connection with investigating or defending against any of the foregoing foregoing, except if the same is directly due excluded from indemnification pursuant to the gross negligence or willful misconduct provisions of the party preceding sentence. Each Indemnified Party agrees to be contest any indemnified as determined claim if requested by the Borrower, in a finalmanner reasonably directed by the Borrower, non-appealable judgment with counsel selected by a court the Indemnified Party and approved by the Borrower, which approval shall not be unreasonably withheld or delayed. Any Indemnified Party that proposes to settle or compromise any such indemnified claim shall give the Borrower written notice of competent jurisdictionthe terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's prior written consent thereto, which consent shall not be unreasonably withheld or delayed; provided that with respect the Indemnified Party shall not be restricted from settling or compromising any such claim if the Indemnified Party waives its right to legal costs and expenses incurred in connection with the enforcement of the rights of the Administrative Agent and the Banks under this Section 11.13, indemnity from the Borrower shall only be obligated to pay the legal fees in respect of the Administrative Agent and not of any other Bank. To the fullest extent permitted by applicable law, the Borrower shall not assert, and the Borrower hereby waives, any claim against the Administrative Agent and its Affiliates, directors, agents, advisors, officers and employees, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Credit Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereofsuch claim.

Legal Fees, Other Costs and Indemnification. The Borrower Company, promptly after demand by the Administrative Agent, agrees to pay all reasonable and properly reasonable, documented out-of-pocket costs and expenses (together with any sales taxes or irrecoverable value added taxes thereon) of the Arrangers and the Administrative Agent in connection with the preparation and negotiation of the Credit Documents Agents (including past and future reasonable out-of-pocket expenses incurred by the Arrangers and the Administrative Agent in connection with the syndication of the transaction)including, including without limitation, reasonable and documented attorneys’ fees, which shall be limited to the reasonable fees, charges and documented fees and disbursements of (x) a primary counsel to the Administrative for each Agent, (y) a single maritime counsel for each Agent and (z) if reasonably required by any, one special counsel or local counsel in any relevant jurisdiction for all such Agent) in connection with the preparation and execution of the Credit Documents, and any amendment, waiver or consent related heretothereto, whether or not the transactions contemplated herein therein are consummated. The Borrower Company further agrees to indemnify and hold harmless each Lender, each Affiliate of a Lender, the Arrangers, each Issuing Bank, the Administrative each Agent, and their respective Affiliates, directors, agentsofficers, advisorsemployees and attorneys (collectively, officers and employeesthe “Indemnified Parties”), against all losses, claims, damages, penalties, judgments, liabilities and related reasonable and documented out-of-pocket expenses (including, without limitation, all reasonable and documented attorneys’ fees and other reasonable and documented out-of-pocket expenses of litigation or preparation therefor, whether or not the indemnified Person such Indemnified Party is a party thereto, thereto and whether brought by a third-third party or by the Borrower Company or any Subsidiary) (provided that, in the case of its Affiliatesout-of-pocket attorneys’ fees, such expenses shall be limited to the reasonable and [Senior Secured Revolving Credit Agreement] 148 documented fees and disbursements of (w) a single primary counsel for all Indemnified Parties, (x) a single maritime counsel for all Indemnified Parties, (y) one special counsel or local counsel as reasonably necessary in any relevant jurisdiction for all Indemnified Parties and (z) solely in the case of actual or bona fide perceived conflict of interest in connection with any indemnification, one additional primary counsel (and if, necessary, one special counsel or local counsel in any relevant jurisdiction) for all affected Indemnified Parties similarly situated) which any of them may pay or incur as a result of (a) any action, suit or reasonably pay arising out of proceeding by any third party or Governmental Authority against such Indemnified Party and relating to any Credit Document (including Document, the Loans, any relating to a misrepresentation by the Borrower under any Credit Document) or any Letter of the transactions contemplated thereby Credit, or the direct or indirect application or proposed application by the Company of the proceeds of any Loan or use of any Letter of Credit, REGARDLESS OF WHETHER SUCH CLAIMS OR ACTIONS ARE FOUNDED IN WHOLE OR IN PART UPON THE ALLEGED SIMPLE OR CONTRIBUTORY NEGLIGENCE OF ANY OF THE INDEMNIFIED PARTIES AND/OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR ATTORNEYS, (b) any investigation of any third party or any Governmental Authority involving any Lender (as a lender hereunder), any Affiliate of a Lender, the Arrangers, any Issuing Bank or any Agent (in such capacity hereunder) and related to any use made or proposed to be made by a Credit Party of the proceeds of any Loan, other than or use of any Letter of Credit or any transaction financed or to be financed in whole or in part, directly or indirectly with the extent arising from proceeds of any Loan or Letter of Credit, (c) any investigation of any third party or any Governmental Authority, litigation or proceeding involving any Lender (as a lender hereunder), any Affiliate of a Lender, the gross negligence Arrangers (in such capacity hereunder), any Issuing Bank (as an issuer of Letters of Credit hereunder) or willful misconduct of the party claiming indemnification as determined any Agent o (in a finalsuch capacity hereunder) and related to any environmental cleanup, non-appealable judgment by a court of competent jurisdiction. The Borroweraudit, upon demand by any of the Administrative Agent or a Bank at any time, shall reimburse the Administrative Agent or Bank for any reasonable legal compliance or other matter relating to any Environmental Law or the presence of any Hazardous Material (including, without limitation, any losses, liabilities, damages, injuries, costs, expenses (including allocable fees and expenses of in-house counselor claims asserted or arising under any Environmental Law) incurred in connection with investigating or defending against any of the foregoing except if the same is directly due to the gross negligence or willful misconduct of the party to be indemnified as determined in a final, non-appealable judgment by a court of competent jurisdiction, provided that with respect to legal costs and expenses incurred in connection with the enforcement Company, regardless of whether caused by, or within the rights of the Administrative Agent and the Banks under this Section 11.13control of, the Borrower shall only be obligated to pay Company and (d) the legal fees execution or delivery of the Administrative Agent and not of any other Bank. To the fullest extent permitted by applicable law, the Borrower shall not assert, and the Borrower hereby waives, any claim against the Administrative Agent and its Affiliates, directors, agents, advisors, officers and employees, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Credit Agreement, any other Credit Document or any agreement or instrument contemplated herebyhereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby; provided, however, that the Company shall not be obligated to indemnify any Loan Indemnified Party to the extent such indemnification as described in this Section 11.14 (i) arises out of or results from such Indemnified Party’s gross negligence, willful misconduct, violation of law or willful breach of its obligations hereunder or under any other Credit Document, as determined pursuant to a judgment of a court of competent jurisdiction or as expressly agreed in writing by such Indemnified Party, (ii) results from or is in connection with any claim, litigation, investigation or proceeding that does not involve an act or omission by the use Company or any of its Affiliates that has been brought by an Indemnified Party against any other Indemnified Party (other than any claims against an Indemnified Party acting in its capacity as an agent or arranger or similar capacity hereunder) and (iii) to the extent such indemnification as described in this Section 11.14 relates to Taxes, except any Taxes arising from a non-Tax claim. The Company, upon demand by any Agent, a Lender, an Affiliate of a Lender, the Arrangers, or an Issuing Bank at any time, shall reimburse such Lender, Affiliate of a Lender, Agent, Arrangers, or Issuing Bank for any reasonable and documented out-of-pocket legal or other expenses incurred in connection with investigating or defending against any of the proceeds thereofforegoing, except if the same is excluded from indemnification pursuant to the provisions of this Section 11.14 (subject to the limitations set forth above in the case of out-of-pocket legal fees).