Common use of Payment of Costs and Expenses Indemnification Clause in Contracts

Payment of Costs and Expenses Indemnification. The Borrower hereby agrees to: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent (including, without limitation, the reasonable fees and disbursements of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP and the Administrative Agent’s other counsel and consultants) in connection with the preparation, execution and delivery of this Agreement and the other Loan Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, of the Administrative Agent in connection with its syndication efforts and administrative functions with respect to this Agreement and of the Administrative Agent and, after the occurrence of an Event of Default, each of the Lenders and the Issuer in connection with the enforcement of this Agreement and the other Loan Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (including, in each case without limitation, the reasonable fees and disbursements of counsel and consultants for the Administrative Agent and, after the occurrence of an Event of Default, counsel for each of the Lenders and the Issuer); (ii) pay and hold the Administrative Agent, each of the Lenders and the Issuer harmless from and against any and all present and future stamp, excise and other similar documentary taxes with respect to the foregoing matters and save the Administrative Agent, each of the Lenders and the Issuer harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Administrative Agent, each of the Lenders and the Issuer) to pay such taxes; and (iii) indemnify the Administrative Agent, each Lender and the Issuer, and each of their respective officers, directors, employees, representatives, agents, affiliates, trustees and investment advisors from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not the Administrative Agent, any Lender or the Issuer is a party thereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of Borrower) related to the entering into and/or performance of this Agreement or any other Loan Document or the use of any Letter of Credit or the proceeds of any Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein or in any other Loan Document or the exercise of any of their rights or remedies provided herein or in the other Loan Documents, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any real property at any time owned, leased or operated by the Borrower or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials by the Borrower or any of its Subsidiaries at any location, whether or not owned, leased or operated by the Borrower or any of its Subsidiaries, the non-compliance by the Borrower or any of its Subsidiaries with any Environmental Law (including applicable permits thereunder) applicable to any real property, or any Environmental Claim asserted against the Borrower, any of its Subsidiaries or any real property at any time owned, leased or operated by the Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any portion of any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision)). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, any Lenders or the Issuer set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law.

Payment of Costs and Expenses Indemnification. The Borrower hereby agrees to: (i) (a) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent Agent, and the Arranger (including, without limitation, the reasonable fees and disbursements of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP and the Administrative Agent’s, and the Arranger’s other counsel and consultants) in connection with the preparation, execution and delivery of this Agreement and the other Loan Documents and the documents and instruments referred to herein and therein (including filing fees for any financing statements filed in connection with the transactions contemplated in this Agreement) and any amendment, waiver or consent relating hereto or thereto, of the Administrative Agent Agent, and the Arranger in connection with its syndication efforts and administrative functions with respect to this Agreement and of the Administrative Agent and, after the occurrence of an Event of Default, each of the Lenders and the Issuer in connection with the enforcement of this Agreement and the other Loan Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or (including, in each case without limitation, the reasonable fees and disbursements of counsel and consultants for the Administrative Agent, and the Arranger, and, after the occurrence of an Event of Default, counsel for each of the Lenders and the Issuer), and (b) pay all costs and expenses of the Administrative Agent, the Issuer and Lenders in connection with restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (including, in each case without limitation, the reasonable fees and disbursements of counsel and consultants for the Administrative Agent and, after the occurrence of an Event of Default, counsel for and each of the Lenders and the Issuer); and (ii) without duplication of any amounts payable pursuant to Section 4.6, pay and hold the Administrative Agent, each of the Lenders and the Issuer harmless from and against any and all present and future stamp, excise and other similar documentary taxes Other Taxes with respect to the foregoing matters and save the Administrative Agent, each of the Lenders and the Issuer harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Administrative Agent, each of the Lenders and the Issuer) to pay such taxesOther Taxes; and (iii) indemnify the Administrative Agent, the Arranger, each Lender and Lender, the Issuer, their respective Affiliates, and each of their and their respective Affiliates officers, directors, employees, representatives, agents, affiliates, trustees and investment advisors from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not the Administrative Agent, any Lender or the Issuer is a party thereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of Borrower) related to the entering into and/or performance of this Agreement or any other Loan Document or the use of any Letter of Credit or the proceeds of any Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein or in any other Loan Document or the exercise of any of their rights or remedies provided herein or in the other Loan Documents, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any real property at any time owned, leased or operated by the Borrower or any of its SubsidiariesAffiliates, the generation, storage, transportation, handling or disposal of Hazardous Materials by the Borrower or any of its Subsidiaries Affiliates at any location, whether or not owned, leased or operated by the Borrower or any of its SubsidiariesAffiliates, the non-compliance by the Borrower or any of its Subsidiaries Affiliates with any Environmental Law (including applicable permits thereunder) applicable to any real property, or any Environmental Claim asserted against the Borrower, any of its Subsidiaries Affiliates or any real property at any time owned, leased or operated by the Borrower or any of its SubsidiariesAffiliates, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding therewith (but excluding any portion of any such losses, liabilities, claims, damages or expenses to the extent incurred (i) by reason of the gross negligence or negligence, willful misconduct or bad faith of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decisionjudgment) or (ii) solely from a dispute among Persons to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable judgment)). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, the Arranger, any Lenders or the Issuer set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law.

Payment of Costs and Expenses Indemnification. The Borrower hereby agrees to: (i) (a) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent Agent, and the Arranger (including, without limitation, the reasonable fees and disbursements of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP and the Administrative Agent’s, and the Arranger’s other counsel and consultants) in connection with the preparation, execution and delivery of this Agreement and the other Loan Documents and the documents and instruments referred to herein and therein (including filing fees for any financing statements filed in connection with the transactions contemplated in this Agreement) and any amendment, waiver or consent relating hereto or thereto, of the Administrative Agent Agent, and the Arranger in connection with its syndication efforts and administrative functions with respect to this Agreement and of the Administrative Agent and, after the occurrence of an Event of Default, each of the Lenders and the Issuer in connection with the enforcement of this Agreement and the other Loan Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or (including, in each case without limitation, the reasonable fees and disbursements of counsel and consultants for the Administrative Agent, and the Arranger, and, after the occurrence of an Event of Default, counsel for each of the Lenders and the Issuer), and (b) pay all costs and expenses of the Administrative Agent, the Issuer and Lenders in connection with restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (including, in each case without limitation, the reasonable fees and disbursements of counsel and consultants for the Administrative Agent and, after the occurrence of an Event of Default, counsel for and each of the Lenders and the Issuer); and (ii) without duplication of any amounts payable pursuant to Section 4.6, pay and hold the Administrative Agent, each of the Lenders and the Issuer harmless from and against any and all present and future stamp, excise and other similar documentary taxes Other Taxes with respect to the foregoing matters and save the Administrative Agent, each of the Lenders and the Issuer harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Administrative Agent, each of the Lenders and the Issuer) to pay such taxesOther Taxes; and (iii) indemnify the Administrative Agent, the Arranger, each Lender and Lender, the Issuer, their respective Affiliates, and each of their and their respective Affiliates officers, directors, employees, representatives, agents, affiliates, trustees and investment advisors from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not the Administrative Agent, any Lender or the Issuer is a party thereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of Borrower) related to the entering into and/or performance of this Agreement or any other Loan Document or the use of any Letter of Credit or the proceeds of any Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein or in any other Loan Document or the exercise of any of their rights or remedies provided herein or in the other Loan Documents, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any real property at any time owned, leased or operated by the Borrower or any of its SubsidiariesAffiliates, the generation, storage, transportation, handling or disposal of Hazardous Materials by the Borrower or any of its Subsidiaries Affiliates at any location, whether or not owned, leased or operated by the Borrower or any of its SubsidiariesAffiliates, the non-compliance by the Borrower or any of its Subsidiaries Affiliates with any Environmental Law (including applicable permits thereunder) applicable to any real property, or any Environmental Claim asserted against the Borrower, any of its Subsidiaries Affiliates or any real property at any time owned, leased or operated by the Borrower or any of its SubsidiariesAffiliates, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding therewith (but excluding any portion of any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decisionjudgment)). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, the Arranger, any Lenders or the Issuer set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law.

Payment of Costs and Expenses Indemnification. The Borrower hereby agrees to: (i) (a) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent Agent, and the Arranger (including, without limitation, the reasonable fees and disbursements of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP and the Administrative Agent’s, and the Arranger’s other counsel and consultants) in connection with the preparation, execution and delivery of this Agreement and the other Loan Documents and the documents and instruments referred to herein and therein (including filing fees for any financing statements filed in connection with the transactions contemplated in this Agreement) and any amendment, waiver or consent relating hereto or thereto, of the Administrative Agent Agent, and the Arranger in connection with its syndication efforts and administrative functions with respect to this Agreement and of the Administrative Agent and, after the occurrence of an Event of Default, each of the Lenders and the Issuer in connection with the enforcement of this Agreement and the other Loan Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or (including, in each case without limitation, the reasonable fees and disbursements of counsel and consultants for the Administrative Agent, and the Arranger, and, after the occurrence of an Event of Default, counsel for each of the Lenders and the Issuer), and (b) pay all costs and expenses of the Administrative Agent, the Issuer and Lenders in connection with restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (including, in each case without limitation, the reasonable fees and disbursements of counsel and consultants for the Administrative Agent and, after the occurrence of an Event of Default, counsel for and each of the Lenders and the Issuer); and (ii) without duplication of any amounts payable pursuant to Section 4.6, pay and hold the Administrative Agent, each of the Lenders and the Issuer harmless from and against any and all present and future stamp, excise and other similar documentary taxes Other Taxes with respect to the foregoing matters and save the Administrative Agent, each of the Lenders and the Issuer harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Administrative Agent, each of the Lenders and the Issuer) to pay such taxesOther Taxes; and (iii) indemnify the Administrative Agent, the Arranger, each Lender and Lender, the Issuer, their respective Affiliates, and each of their and their respective Affiliates respective officers, directors, employees, representatives, agents, affiliates, trustees and investment advisors from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not the Administrative Agent, any Lender or the Issuer is a party thereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of Borrower) related to the entering into and/or performance of this Agreement or any other Loan Document or the use of any Letter of Credit or the proceeds of any Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein or in any other Loan Document or the exercise of any of their rights or remedies provided herein or in the other Loan Documents, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any real property at any time owned, leased or operated by the Borrower or any of its SubsidiariesAffiliates, the generation, storage, transportation, handling or disposal of Hazardous Materials by the Borrower or any of its Subsidiaries Affiliates at any location, whether or not owned, leased or operated by the Borrower or any of its SubsidiariesAffiliates, the non-compliance by the Borrower or any of its Subsidiaries Affiliates with any Environmental Law (including applicable permits thereunder) applicable to any real property, or any Environmental Claim asserted against the Borrower, any of its Subsidiaries Affiliates or any real property at any time owned, leased or operated by the Borrower or any of its SubsidiariesAffiliates, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding therewith (but excluding any portion of any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decisionjudgment)). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, the Arranger, any Lenders or the Issuer set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law.

Payment of Costs and Expenses Indemnification. The Borrower hereby agrees toagrees: (i) whether or not the transactions herein contemplated are consummated, to pay all reasonable out-of-pocket costs and expenses of the Administrative Agent and the Co-Lead Arrangers (including, without limitation, the reasonable fees and disbursements of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP and the Administrative Agent’s 's other counsel and consultants) in connection with the preparation, execution and delivery of this Agreement and the other Loan Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, of the Administrative Agent or the Co-Lead Arrangers in connection with its their syndication efforts and administrative functions with respect to this Agreement and of the Administrative Agent and, after the occurrence of an Event of Default, each of the Administrative Agent, the Lenders and the Issuer Issuers in connection with the enforcement of this Agreement and the other Loan Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “"work-out” " or pursuant to any insolvency or bankruptcy proceedings (including, in each case without limitation, the reasonable fees and disbursements of counsel and consultants for the Administrative Agent and, after the occurrence of an Event of Default, all fees and disbursements of counsel for each of the Administrative Agent, the Lenders and the Issuer)Issuers; and (ii) to pay and hold the Administrative Agent, each of the Lenders and the Issuer Issuers harmless from and against any and all present and future stamp, excise and other similar documentary taxes with respect to the foregoing matters and save the Administrative Agent, each of the Lenders and the Issuer Issuers harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Administrative Agent, each of the Lenders and the IssuerIssuers) to pay such taxes; . Borrower shall further pay, indemnify, and (iii) indemnify hold each Lender, Co-Lead Arranger, Co-Syndication Agent, Issuer, the Administrative Agent, each Lender Agent and the Issuer, their Affiliates and each of their respective officers, directors, employees, representatives, agents, affiliatesadvisors and controlling persons (each, trustees and investment advisors an "Indemnitee") harmless from and hold each of them harmless against any and all other liabilities, obligations (including removal or remedial actions)obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the syndication, execution, delivery, enforcement, performance and disbursements administration of this Agreement, the other Loan Documents and any such other documents, including any of the foregoing relating to the use of proceeds of the Loans or Letters of Credit (including reasonable attorneys’ any refusal by the Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) and consultants’ fees and disbursements) incurred byany actual or prospective claim, imposed on litigation, investigation or assessed against proceeding relating to any of them as a result ofthe foregoing, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not such claim, litigation, investigation or proceeding is brought by the Administrative AgentBorrower or any other Loan Party or their respective equity holders, Affiliates, creditors or any Lender other third Person and whether based on contract, tort or the Issuer any other theory and regardless of whether any Indemnitee is a party thereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of Borrower) related to the entering into and/or performance of this Agreement or any other Loan Document or the use of any Letter of Credit or the proceeds of any Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein or in any other Loan Document or the exercise of any of their rights or remedies provided herein or in the other Loan Documents, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any real property at any time owned, leased or operated by the Borrower or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials by the Borrower or any of its Subsidiaries at any location, whether or not owned, leased or operated by the Borrower or any of its Subsidiaries, the non-compliance by the Borrower or any of its Subsidiaries with any Environmental Law (including applicable permits thereunder) applicable to any real property, or any Environmental Claim asserted against the Borrower, any of its Subsidiaries or any real property at any time owned, leased or operated by the Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements expenses of one primary counsel, one local counsel in each applicable jurisdiction and, in the case of an actual or perceived conflict of interest where the Indemnitee affected by such conflict informs Borrower of such conflict and thereafter, after receipt of Borrower's consent (which consent shall not be unreasonably withheld, conditioned or delayed), retains its own counsel, of another firm of counsel (and other consultants incurred local counsel, if applicable) for such affected Indemnitee in connection with any such investigation, litigation or other proceeding (but excluding any portion of any such losses, liabilities, claims, damages actions or expenses proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing, collectively, the "Indemnified Liabilities"), provided that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent incurred such Indemnified Liabilities (i) are found by reason a final and non-appealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee or (ii) arise out of any dispute brought solely by an Indemnitee against another Indemnitee, do not arise out of or relate to any request, act or omission by the Person to be indemnified (as determined by a court Borrower, any other Loan Party or any of competent jurisdiction in a final their respective Subsidiaries or Affiliates and non-appealable decision)). To the extent that the undertaking to indemnify, pay or hold harmless do not involve the Administrative Agent, in its capacity as administrative agent, or any Lenders Co-Lead Arranger, in its capacity as a lead arranger, or any Co-Syndication Agent, in its capacity as syndication agent. Without limiting the Issuer set forth in foregoing, and to the preceding sentence may be unenforceable because it is violative of any law or public policyextent permitted by applicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 10.3 shall make be payable not later than ten (10) days after written demand therefor. No Indemnitee shall have any liability for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, any Loan or Letter of Credit or the maximum contribution to the payment and satisfaction of each use of the indemnified liabilities which is permissible under applicable lawproceeds thereof or the syndication of the Facility, nor any liability for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. The agreements in this Section 10.3 shall survive the termination of this Agreement and the repayment of the Loans and all other amounts payable hereunder.

Payment of Costs and Expenses Indemnification. The Borrower hereby agrees to: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent (including, without limitation, the reasonable fees and disbursements of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP and the Administrative Agent’s 's other counsel and consultants) in connection with the preparation, execution and delivery of this Agreement and the other Loan Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, of the Administrative Agent in connection with its syndication efforts and administrative functions with respect to this Agreement and of the Administrative Agent and, after the occurrence of an Event of Default, each of the Lenders and the Issuer in connection with the enforcement of this Agreement and the other Loan Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “"work-out” " or pursuant to any insolvency or bankruptcy proceedings (including, in each case without limitation, the reasonable fees and disbursements of counsel and consultants for the Administrative Agent and, after the occurrence of an Event of Default, counsel for each of the Lenders and the Issuer); (ii) pay and hold the Administrative Agent, each of the Lenders and the Issuer harmless from and against any and all present and future stamp, excise and other similar documentary taxes with respect to the foregoing matters and save the Administrative Agent, each of the Lenders and the Issuer harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Administrative Agent, each of the Lenders and the Issuer) to pay such taxes; and (iii) indemnify the Administrative Agent, each Lender and the Issuer, and each of their respective officers, directors, employees, representatives, agents, affiliates, trustees and investment advisors from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ ' and consultants’ ' fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not the Administrative Agent, any Lender or the Issuer is a party thereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of Borrower) related to the entering into and/or performance of this Agreement or any other Loan Document or the use of any Letter of Credit or the proceeds of any Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein or in any other Loan Document or the exercise of any of their rights or remedies provided herein or in the other Loan Documents, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any real property at any time owned, leased or operated by the Borrower or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials by the Borrower or any of its Subsidiaries at any location, whether or not owned, leased or operated by the Borrower or any of its Subsidiaries, the non-compliance by the Borrower or any of its Subsidiaries with any Environmental Law (including applicable permits thereunder) applicable to any real property, or any Environmental Claim asserted against the Borrower, any of its Subsidiaries or any real property at any time owned, leased or operated by the Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any portion of any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision)). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, any Lenders or the Issuer set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law.

Payment of Costs and Expenses Indemnification. The Borrower hereby agrees toagrees: (i) whether or not the transactions herein contemplated are consummated, to pay all reasonable out-of-pocket costs and expenses of the Administrative Agent and the Lead Arranger (including, without limitation, the reasonable fees and disbursements of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP and the Administrative Agent’s other counsel and consultants) in connection with the preparation, execution and delivery of this Agreement and the other Loan Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, of the Administrative Agent or the Lead Arrangers in connection with its their syndication efforts and administrative functions with respect to this Agreement and of the Administrative Agent and, after the occurrence of an Event of Default, each of the Administrative Agent, the Lenders and the Issuer in connection with the enforcement of this Agreement and the other Loan Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (including, in each case without limitation, the reasonable fees and disbursements of counsel and consultants for the Administrative Agent and, after the occurrence of an Event of Default, all costs and expenses of Acceptable Appraisals, if commissioned by the Administrative Agent in its discretion or at the request of the Required Lenders and fees and disbursements of counsel for each of the Administrative Agent, the Lenders and the Issuer; provided further that the appraisers shall be selected by the Administrative Agent in its sole discretion); and (ii) to pay and hold the Administrative Agent, each of the Lenders and the Issuer harmless from and against any and all present and future stamp, excise and other similar documentary taxes with respect to the foregoing matters and save the Administrative Agent, each of the Lenders and the Issuer harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Administrative Agent, each of the Lenders and the Issuer) to pay such taxes; . Borrower shall further pay, indemnify, and (iii) indemnify hold each Lender, each Lead Arranger, the Swingline Lender, the Issuing Lender, the Administrative Agent, each Lender Agent and the Issuer, their Affiliates and each of their respective officers, directors, employees, representatives, agents, affiliatesadvisors and controlling persons (each, trustees and investment advisors an “Indemnitee”) harmless from and hold each of them harmless against any and all other liabilities, obligations (including removal or remedial actions)obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the syndication, execution, delivery, enforcement, performance and disbursements (administration of this Agreement, the other Loan Documents and any such other documents, including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not the Administrative Agent, any Lender or the Issuer is a party thereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of Borrower) related foregoing relating to the entering into and/or performance of this Agreement or any other Loan Document or the use of any Letter of Credit or the proceeds of any the Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein or in any other Loan Document or the exercise of any of their rights or remedies provided herein or in the other Loan Documents, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any real property at any time owned, leased or operated by the Borrower or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials by the Borrower or any of its Subsidiaries at any location, whether or not owned, leased or operated by the Borrower or any of its Subsidiaries, the non-compliance by the Borrower or any of its Subsidiaries with any Environmental Law (including applicable permits thereunder) applicable to any real property, or any Environmental Claim asserted against the Borrower, any of its Subsidiaries or any real property at any time owned, leased or operated by the Borrower or any of its Subsidiaries, including, in each case, without limitation, and the reasonable fees and disbursements expenses of one primary counsel, one local counsel in each applicable jurisdiction and, in the case of an actual or perceived conflict of interest where the Indemnitee affected by such conflict informs Borrower of such conflict and thereafter, after receipt of Borrower’s consent (which consent shall not be unreasonably withheld, conditioned or delayed), retains its own counsel, of another firm of counsel (and other consultants incurred local counsel, if applicable) for such affected Indemnitee in connection with any such investigation, litigation or other proceeding (but excluding any portion of any such losses, liabilities, claims, damages actions or expenses proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing, collectively, the “Indemnified Liabilities”), provided, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent incurred such Indemnified Liabilities (i) are found by reason a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee or (ii) arise out of any dispute brought solely by an Indemnitee against another Indemnitee, do not arise out of or relate to any request, act or omission by the Person to be indemnified (as determined by a court Borrower, any other Loan Party or any of competent jurisdiction in a final their respective Subsidiaries or Affiliates and non-appealable decision)). To the extent that the undertaking to indemnify, pay or hold harmless do not involve the Administrative Agent, in its capacity as administrative agent, or any Lenders or Lead Arranger, in its capacity as a lead arranger. Without limiting the Issuer set forth in foregoing, and to the preceding sentence may be unenforceable because it is violative of any law or public policyextent permitted by applicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 10.3 shall make be payable not later than 10 days after written demand therefor. No Indemnitee shall have any liability for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, any Loan or Letter of Credit or the maximum contribution to the payment and satisfaction of each use of the indemnified liabilities which is permissible under applicable lawproceeds thereof or the syndication of the Facility, nor any liability for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. The agreements in this Section 10.3 shall survive the termination of this Agreement and the repayment of the Loans and all other amounts payable hereunder.