Common use of Fees and Expenses; Indemnification Clause in Contracts

Fees and Expenses; Indemnification. (a) The Borrower will forthwith upon demand pay to the Administrative Agent: (i) the amount of any taxes that the Administrative Agent may have been required to pay by reason of the Transaction Liens or to free any Collateral from any other Lien thereon; (ii) the amount of any and all reasonable and documented out-of-pocket fees, charges and disbursements of (A) one primary counsel for the Administrative Agent and its Affiliates and (B) any local counsel to the Secured Parties retained by the Administrative Agent, limited to one local counsel in each relevant jurisdiction, that the Administrative Agent may incur in connection with (x) the administration or enforcement of the Security Documents, including such expenses as are incurred to preserve the value of the Collateral or the validity, perfection, rank or value of any Transaction Lien, (y) the collection, sale or other disposition of any Collateral or (z) the exercise by the Administrative Agent of any of its rights or powers under the Security Documents; (iii) the amount of any fees that the Borrower shall have agreed in writing to pay to the Administrative Agent and that shall have become due and payable in accordance with such written agreement; and (iv) the amount required to defend, protect, indemnify and hold harmless the Administrative Agent from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel in connection with any investigative, administrative or judicial proceeding, whether or not the Administrative Agent shall be designated a party thereto), whether or not arising in connection with any third party claim, imposed on, incurred by, or asserted against the Administrative Agent in any manner relating to or arising out of the Security Documents, except to the extent that such loss, liability or expense is caused by or results from the Administrative Agent’s willful misconduct or gross negligence with respect to the Security Documents, as determined by the final non-appealed judgment of a court of competent jurisdiction (after giving effect to Sections 18 and 21). (b) If any transfer tax, documentary stamp tax or other tax is payable in connection with any transfer or other transaction provided for in the Security Documents, the Borrower will pay such tax and provide any required tax stamps to the Administrative Agent or as otherwise required by law. (c) The Borrower shall indemnify each Indemnitee (as defined in the Credit Agreement) as provided in Section 10.07(b) of the Credit Agreement. Without limiting the generality of the foregoing, each Grantor waives all rights for contribution and all other rights of recovery with respect to liabilities, losses, damages, costs and expenses arising under or related to Environmental, Health or Safety Requirements of Law that it might have by statute or otherwise against any Indemnitee.

Fees and Expenses; Indemnification. (a) The Borrower Each Lien Grantor will forthwith upon within five Business Days of demand pay to the Administrative Agent: (i) the amount of any taxes (other than Excluded Taxes) that the Administrative Agent may have been required to pay by reason of the Transaction Liens or to free any Collateral from any other Lien thereonthereon in connection with the exercise of remedies hereunder; (ii) the amount of any and all reasonable and documented out-of-pocket feesexpenses, charges including transfer taxes and disbursements reasonable fees and expenses of (A) one primary counsel for the Administrative Agent and its Affiliates and (B) any local counsel to the Secured Parties retained by the Administrative Agent, limited to one local counsel in each relevant jurisdictionother experts, that the Administrative Agent may incur in connection with (x) the administration or enforcement of the Security Collateral Documents, including such expenses as are incurred to preserve the value of the Collateral or the validity, perfection, rank or value of any Transaction Lien, (y) the collection, sale or other disposition of any Collateral or (z) the exercise by the Administrative Agent of any of its rights or powers under the Security Collateral Documents; (iii) the amount of any fees that the Borrower such Lien Grantor shall have agreed in writing to pay to the Administrative Agent and that shall have become due and payable in accordance with such written agreement; and (iv) the amount required to defend, protect, indemnify and hold harmless the Administrative Agent from for, or hold it harmless and against defend it against, any and all liabilitiesloss, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses of any kind liability or nature whatsoever expense (including, without limitation, including the reasonable expenses and out-of-pocket fees of its counsel and disbursements of counsel in connection with any investigative, administrative experts or judicial proceeding, whether sub-agents appointed by it hereunder) incurred or not the Administrative Agent shall be designated a party thereto), whether or not arising in connection with any third party claim, imposed on, incurred by, or asserted against suffered by the Administrative Agent in any manner relating to or arising out of connection with the Security Collateral Documents, except to the extent that such loss, liability or expense is caused by or results arises from the Administrative Agent’s gross negligence or willful misconduct or gross negligence with respect to a breach of any duty that the Security Documents, as determined by the final non-appealed judgment of a court of competent jurisdiction Administrative Agent has under this Agreement (after giving effect to Sections 18 11 and 2112). Any such amount not paid to the Administrative Agent on demand will bear interest for each day thereafter until paid at a rate per annum equal to the sum of 2.00% plus the Alternate Base Rate for such day plus the Applicable Margin that would, in the absence of an Event of Default, be applicable to the ABR Loans for such day. (b) If any transfer tax, documentary stamp tax or other tax (other than Excluded Taxes) is payable in connection with any transfer or other transaction provided for in the Security Collateral Documents, the Borrower relevant Lien Grantor will pay such tax and provide any required tax stamps to the Administrative Agent or as otherwise required by law. (c) The Borrower shall indemnify each Indemnitee (as defined in the Credit Agreement) as provided in Section 10.07(b) of the Credit Agreement. Without limiting the generality of the foregoing, each Grantor waives all rights for contribution and all other rights of recovery with respect to liabilities, losses, damages, costs and expenses arising under or related to Environmental, Health or Safety Requirements of Law that it might have by statute or otherwise against any Indemnitee.

Fees and Expenses; Indemnification. (a) The Borrower Each Lien Grantor will forthwith upon demand pay to the Administrative Collateral Agent: (i) the amount of any taxes that the Administrative Collateral Agent may have been required to pay by reason of the Transaction Liens on such Lien Grantor’s Collateral or to free any Collateral of such Lien Grantor from any other Lien thereonthereon (other than Permitted Liens); (ii) the amount of any and all reasonable and documented out-of-pocket feesexpenses, charges including transfer taxes and disbursements reasonable fees and expenses of (A) one primary counsel for the Administrative Agent and its Affiliates and (B) any local counsel to the Secured Parties retained by the Administrative Agent, limited to one local counsel in each relevant jurisdictionother experts, that the Administrative Collateral Agent may incur in connection with (x) the administration or enforcement of the Security Documents, including such expenses as are incurred to preserve the value of the Collateral or the validity, perfection, rank or value of any Transaction Lien, (y) the collection, sale or other disposition of any Collateral or (z) the exercise by the Administrative Collateral Agent of any of its rights or powers under the Security Documents, in each case with respect to such Lien Grantor; (iii) the amount of any fees that the Borrower such Lien Grantor shall have agreed in writing to pay to the Administrative Collateral Agent and that shall have become due and payable in accordance with such written agreement; and (iv) the amount required to defendindemnify the Collateral Agent for, protector hold it harmless and defend it against, indemnify and hold harmless the Administrative Agent from and against any and all liabilitiesloss, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses of any kind liability or nature whatsoever expense (including, without limitation, including the reasonable fees and disbursements expenses of its counsel and any experts or sub-agents appointed by it hereunder) incurred or suffered by the Collateral Agent in connection with any investigative, administrative or judicial proceeding, whether or not the Administrative Agent shall be designated a party thereto), whether or not arising in connection with any third party claim, imposed on, incurred by, or asserted against the Administrative Agent in any manner relating to or arising out of the Security DocumentsDocuments with respect to such Lien Grantor, except to the extent that such loss, liability or expense is caused by or results arises from the Administrative Collateral Agent’s gross negligence or willful misconduct or gross negligence with respect to a breach of any duty that the Security Documents, as determined by the final non-appealed judgment of a court of competent jurisdiction Collateral Agent has under this Agreement (after giving effect to Sections 18 11 and 2112). Any such amount not paid to the Collateral Agent on demand will bear interest for each day thereafter until paid at a rate per annum equal to the sum of (i)(A) in the case of amounts denominated in Dollars, the rate applicable to Base Rate Loans for such day, or (B) in the case of amounts denominated in Canadian Dollars, the rate applicable to Canadian Prime Rate Loans, plus in each case (ii) as to any such amounts not paid within ten Business Days of demand therefor, 2% per annum. (b) If any transfer tax, documentary stamp tax or other tax is payable in connection with any transfer or other transaction with respect to any Lien Grantor provided for in the Security Documents, the Borrower such Lien Grantor will pay such tax and provide any required tax stamps to the Administrative Collateral Agent or as otherwise required by law. (c) The Borrower shall indemnify each Indemnitee (as defined in the Credit Agreement) as provided in Section 10.07(b) of the Credit Agreement. Without limiting the generality of the foregoing, each Grantor waives all rights for contribution and all other rights of recovery with respect to liabilities, losses, damages, costs and expenses arising under or related to Environmental, Health or Safety Requirements of Law that it might have by statute or otherwise against any Indemnitee.

Fees and Expenses; Indemnification. (a) The Borrower will Each Grantor agrees, jointly and severally, to forthwith upon demand pay to the Administrative AgentSecured Party: (i) the amount of any taxes that the Administrative Agent Secured Party may have been required to pay by reason of the Transaction Liens or to free any Collateral from any other Lien thereon; (ii) the amount of any and all reasonable and documented out-of-pocket feesexpenses, charges including transfer taxes and disbursements reasonable fees and expenses of (A) one primary counsel for the Administrative Agent and its Affiliates and (B) any local counsel to the Secured Parties retained by the Administrative Agent, limited to one local counsel in each relevant jurisdictionother experts, that the Administrative Agent Secured Party may incur in connection with (x) the administration or enforcement of the Security Documents, including such expenses as are incurred to preserve the value of the Collateral or the validity, perfection, rank or value of any Transaction Lien, (y) the collection, sale or other disposition of any Collateral or (z) the exercise by the Administrative Agent Secured Party of any of its rights or powers under the Security Documents; (iii) the amount of any fees that the Borrower any Grantor shall have agreed in writing to pay to the Administrative Agent Secured Party and that shall have become due and payable in accordance with such written agreement; and (iv) the amount required to defendindemnify the Secured Party for, protector hold it harmless and defend it against, indemnify and hold harmless the Administrative Agent from and against any and all liabilitiesloss, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses of any kind liability or nature whatsoever expense (including, without limitation, including the reasonable fees and disbursements expenses of its counsel and any experts or agents appointed by it hereunder) incurred or suffered by the Secured Party in connection with any investigative, administrative or judicial proceeding, whether or not the Administrative Agent shall be designated a party thereto), whether or not arising in connection with any third party claim, imposed on, incurred by, or asserted against the Administrative Agent in any manner relating to or arising out of the Security Documents, except to the extent that such loss, liability or expense is caused by or results arises from the Administrative AgentSecured Party’s gross negligence or willful misconduct or gross negligence with respect to a breach of any duty that the Security Documents, as determined by the final non-appealed judgment of a court of competent jurisdiction Secured Party has under this Agreement (after giving effect to Sections 18 and 21Section 17). Any such amount not paid to the Secured Party on demand will bear interest for each day thereafter until paid at a rate per annum equal to the sum of 2% plus the rate applicable to the Loans. (b) If any transfer tax, documentary stamp tax or other tax is payable in connection with any transfer or other transaction provided for in the Security Documents, the Borrower Party A will pay such tax and provide any required tax stamps to the Administrative Agent Secured Party or as otherwise required by law. (c) The Borrower shall Grantors shall, jointly and severally, indemnify each Indemnitee (as defined in the Credit Agreement) as provided in Section 10.07(b) of the Credit Agreement. Without limiting Secured Parties and their respective affiliates and the generality respective directors, officers, agents and employees of the foregoingforegoing (each an “Indemnitee”) against, and hold each Grantor waives all rights for contribution Indemnitee harmless from, any and all other rights of recovery with respect to liabilities, losses, damages, costs and expenses of any kind arising under out of, or related in connection with the Loan Contracts or any Security Document, except to Environmentalthe extent that such loss, Health liability or Safety Requirements of Law that it might have by statute expense arises from such Indemnitee’s gross negligence or otherwise against any Indemniteewillful misconduct.

Fees and Expenses; Indemnification. (a) The Borrower will forthwith upon demand pay a. Each Guarantor, jointly and severally, agrees to the Administrative Agent: (i) the amount of any taxes that the Administrative Agent may have been required to pay by reason of the Transaction Liens or to free any Collateral from any other Lien thereon; (ii) the amount of any and all reasonable and documented out-of-pocket fees, charges and disbursements of (A) one primary counsel for reimburse the Administrative Agent and the Collateral Agent for its Affiliates fees and (B) expenses incurred hereunder to the extent provided in Section 10.04 of the Credit Agreement; provided that each reference therein to the “Borrower” shall be deemed to be a reference to the “Guarantors”. b. Without limitation of any local counsel to other Obligations of any Guarantor or remedies of the Secured Parties retained by the Administrative Agentunder this Holdings Guaranty, limited to one local counsel in each relevant jurisdiction, that the Administrative Agent may incur in connection with (x) the administration or enforcement of the Security Documents, including such expenses as are incurred to preserve the value of the Collateral or the validity, perfection, rank or value of any Transaction Lien, (y) the collection, sale or other disposition of any Collateral or (z) the exercise by the Administrative Agent of any of its rights or powers under the Security Documents; (iii) the amount of any fees that the Borrower Guarantor shall have agreed in writing to pay to the Administrative Agent and that shall have become due and payable in accordance with such written agreement; and (iv) the amount required to defend, protect, indemnify and hold harmless the Administrative Agent each Indemnitee from and against (and will reimburse each Indemnitee, as and when incurred, for) any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, claimscosts (including settlement costs), costsdisbursements, and reasonable and documented or invoiced out-of-pocket fees and expenses (including the reasonable and documented fees, disbursements and other charges of (i) one counsel to the Indemnitees taken as a whole, (ii) in the case of an actual or perceived conflict of interest, where the Indemnitee affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for each such affected Indemnitee in each relevant jurisdiction material to the interests of the Lenders and (iii) if necessary, one local counsel in each jurisdiction material to the interests of the Indemnitees (which may include a single special counsel acting in multiple jurisdictions) and special counsel for each relevant specialty) of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel in connection with which may at any investigative, administrative or judicial proceeding, whether or not the Administrative Agent shall time be designated a party thereto), whether or not arising in connection with any third party claim, imposed on, incurred by, by or asserted or awarded against the Administrative Agent any such Indemnitee in any manner way relating to or arising out of or in connection with any Guaranteed Obligations or by reason of any failure of any Guaranteed Obligations to be the Security Documentslegal, except valid, binding obligations of any Loan Party enforceable against such Loan Party in accordance with its terms; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such lossliabilities, liability obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, disbursements, fees or expense is caused by or results from the Administrative Agent’s willful misconduct or gross negligence with respect to the Security Documents, as expenses are determined by the final non-appealed judgment of a court of competent jurisdiction in a final and non-appealable judgment to have resulted from (after giving effect to Sections 18 A) the bad faith, gross negligence or willful misconduct of such Indemnitee or any of its Affiliates or controlling persons or any of the officers, directors, employees, agents, advisors, or members of any of the foregoing or (B) any dispute that is among Indemnitees (other than any dispute involving claims against the Administrative Agent and 21)the Collateral Agent, or any other Agent, in each case in their respective capacities as such) that a court of competent jurisdiction has determined in a final and non-appealable judgment did not involve actions or omissions of any direct or indirect parent or controlling person of the Borrower or its Subsidiaries. (b) If c. Any such amounts payable as provided hereunder shall be additional Guaranteed Obligations guaranteed hereby and secured by the Collateral Documents. The provisions of this Section 13shall remain operative and in full force and effect regardless of the termination of this Holdings Guaranty, any transfer tax, documentary stamp tax or other tax is payable in connection with any transfer or other transaction provided for in the Security DocumentsLoan Document, the Borrower will pay such tax and provide consummation of the transactions contemplated hereby, the repayment of any required tax stamps to of the other Guaranteed Obligations, the invalidity or unenforceability of any term or provision of this Holdings Guaranty or any other Loan Document, any resignation or removal of the Administrative Agent or as otherwise required the Collateral Agent or any investigation made by law. (c) The Borrower shall indemnify each Indemnitee (as defined in the Credit Agreement) as provided in Section 10.07(b) or on behalf of the Credit AgreementAdministrative Agent and the Collateral Agent or any other Secured Party. Without limiting the generality of the foregoing, each Grantor waives all rights for contribution and all other rights of recovery All amounts due under this Section 13 shall be payable within 30 days after invoiced or demand therefor (with a reasonably detailed invoice with respect to liabilities, losses, damages, costs and expenses arising under or related to Environmental, Health or Safety Requirements of Law that it might have by statute or otherwise against any Indemniteethereto).

Fees and Expenses; Indemnification. (a) The Borrower will forthwith upon demand pay to Without limiting any of their obligations under the Administrative Agent: (i) Indenture or the amount other Security Documents, and without duplication of any taxes that fees, expenses or indemnification provided for under the Administrative Agent may have been required to Indenture and the other Security Documents, the Grantors jointly and severally shall pay by reason of the Transaction Liens or to free any Collateral from any other Lien thereon; (ii) the amount of any and all reasonable and documented out-of-pocket expenses incurred by the Collateral Agent, including the reasonable fees, charges and disbursements of (A) one primary any counsel and outside consultants for the Administrative Agent and its Affiliates and (B) any local counsel to the Secured Parties retained by the Administrative Collateral Agent, limited to one local counsel within fifteen (15) Business Days after receipt of an invoice therefore setting forth such expenses in each relevant jurisdictionreasonable detail, that the Administrative Agent may incur in connection with (xi) the administration of this Agreement, (ii) the custody or enforcement of preservation of, or the Security Documentssale of, including such expenses as are incurred to preserve the value collection from or other realization upon any of the Collateral or and/or the validity▇▇▇▇▇▇▇▇ Collateral, perfection, rank or value of any Transaction Lien, (y) the collection, sale or other disposition of any Collateral or (z) the exercise by the Administrative Agent of any of its rights or powers under the Security Documents; (iii) the amount exercise, enforcement or protection of any fees that of the Borrower shall have agreed in writing to pay to the Administrative Agent Agent’s Rights and that shall have become due and payable in accordance with such written agreement; and Remedies hereunder or (iv) the amount required to defend, protect, indemnify and hold harmless the Administrative Agent from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses failure of any kind Grantor to perform or nature whatsoever (includingobserve any of the provisions hereof; provided that in the event the Grantors have a bona fide dispute with any such expenses, without limitation, payment of such disputed amounts shall not be required until the earlier of the date such dispute is resolved to the reasonable fees satisfaction of the Grantors or thirty (30) days after receipt of any such invoice (and disbursements of counsel in connection with any investigative, administrative or judicial proceeding, whether or not the Administrative Agent such disputed amount which is so paid shall be designated subject to a party thereto), whether or not arising in connection with any third party claim, imposed on, incurred by, or asserted against the Administrative Agent in any manner relating to or arising out reservation of the Security Documents, except to the extent that such loss, liability or expense is caused by or results from the Administrative Agent’s willful misconduct or gross negligence Grantors’ rights with respect to the Security Documents, as determined by the final non-appealed judgment of a court of competent jurisdiction (after giving effect to Sections 18 and 21thereto). (b) If Without limiting any transfer taxof their indemnification obligations under the Indenture or the other Security Documents, documentary stamp tax and without duplication of any fees, expenses or indemnification provided for under the Indenture and the other tax Security Documents, each Grantor, shall, jointly and severally, indemnify the Collateral Agent and each of its Subsidiaries and Affiliates, and each of the respective stockholders, directors, officers, employees, agents, attorneys, and advisors of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all damages, actual out-of-pocket losses, claims, actions, causes of action, settlement payments, obligations, liabilities and related expenses, including the reasonable fees, charges and disbursements of one counsel for the Collateral Agent, incurred, suffered, sustained or required to be paid by, or asserted against, any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement, the Indenture or any other Security Document, the performance by any Grantor of its obligations under this Agreement, the Indenture or any other Security Document, or the consummation of the transactions contemplated by the Indenture and the Security Documents or any other transactions contemplated hereby, or (ii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing or to the Collateral, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is payable a party thereto; provided, however, that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (w) are determined by a court of competent jurisdiction or another independent tribunal having jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of any Agent or such Indemnitee or any Affiliate of such Indemnitee (or any officer, director, employee, advisor or agent of such Indemnitee or any such Indemnitee’s Affiliates), (x) are relating to disputes among Indemnitees, or (y) are determined by a court of competent jurisdiction or another independent tribunal having jurisdiction to have resulted from a breach by such Indemnitee of its obligations to a Grantor. No party hereto shall be liable to any other party hereto for any indirect, consequential, special or punitive damages except, in the case of any Grantor, to the extent such Grantor is otherwise required to provide indemnification pursuant to this Section 8.6(b). In connection with any transfer or other transaction provided for in the Security Documentsindemnified claim hereunder, the Borrower will Indemnitee shall be entitled to select its own counsel and the Grantors shall promptly pay the reasonable fees and expenses of such tax and provide any required tax stamps to the Administrative Agent or as otherwise required by lawcounsel. (c) The Borrower shall indemnify each Indemnitee (as defined in the Credit Agreement) Any such amounts payable as provided hereunder shall be additional Secured Obligations secured hereby and by the other Security Documents. The provisions of this Section 8.6 shall remain operative and in Section 10.07(b) full force and effect regardless of the Credit termination of this Agreement. Without limiting , Indenture or any other Security Document, the generality consummation of the foregoingtransactions contemplated hereby or thereby, each Grantor waives the repayment of the Notes, the payment of all rights for contribution fees and all other rights Secured Obligations, the invalidity or unenforceability of recovery with respect to liabilitiesany term or provision of this Agreement, lossesthe Indenture or any other Security Document, damages, costs and expenses arising or any investigation made by or on behalf of any Secured Party. All amounts due under or related to Environmental, Health or Safety Requirements of Law that it might have by statute or otherwise against any Indemniteethis Section 8.6 shall be payable promptly after written demand therefor.

Fees and Expenses; Indemnification. (a) The Borrower will forthwith upon demand pay to the Administrative Agent: (i) the amount of any taxes that the Administrative Agent may have been required to pay by reason of the Transaction Liens or to free any Collateral from any other Lien thereon; (ii) the amount of any and all reasonable and documented out-of-pocket feesexpenses, charges including transfer taxes and disbursements reasonable fees and expenses of (A) one primary counsel for the Administrative Agent and its Affiliates and (B) any local counsel to the Secured Parties retained by the Administrative Agent, limited to one local counsel in each relevant jurisdictionother experts, that the Administrative Agent may incur in connection with (x) the administration or enforcement of the Security Credit Documents, including such expenses as are incurred to preserve the value of the Collateral or the validity, perfection, rank or value of any Transaction Lien, (y) the collection, sale or other disposition of any Collateral or (z) the exercise by the Administrative Agent of any of its rights or powers under the Security Credit Documents; (iii) the amount of any fees that the Borrower shall have agreed in writing to pay to the Administrative Agent and that shall have become due and payable in accordance with such written agreement; and (iv) the amount required to defend, protect, indemnify and hold harmless the Administrative Agent from and against each Lender for, or hold it harmless and defend it against, any and all liabilitiesloss, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses of any kind liability or nature whatsoever expense (including, without limitation, including the reasonable fees and disbursements expenses of its counsel and any experts or sub-agents appointed by it hereunder) incurred or suffered by the Administrative Agent or any Lender in connection with any investigative, administrative or judicial proceeding, whether or not the Administrative Agent shall be designated a party thereto), whether or not arising in connection with any third party claim, imposed on, incurred by, or asserted against the Administrative Agent in any manner relating to or arising out of the Security Credit Documents, except to the extent that such loss, liability or expense is caused by or results directly and primarily arises from the Administrative Agent’s or such Lender’s gross negligence or willful misconduct or gross negligence with respect to a breach of any duty that the Security Documents, as determined by the final non-appealed judgment of a court of competent jurisdiction Administrative Agent or such Lender has under this Agreement (after giving effect to Sections 18 and 21Section 14). Any such amount not paid to the Administrative Agent or the applicable Lender on demand will bear interest for each day thereafter until paid at a rate per annum equal to the Weighted Average Rate in effect from time to time plus the Applicable Margin plus 2%. (b) If any transfer tax, documentary stamp tax or other tax is payable in connection with any transfer or other transaction provided for in the Security Collateral Documents, the Borrower will pay such tax and provide any required tax stamps to the Administrative Agent or any Lender or as otherwise required by law. (c) The Borrower shall indemnify each Indemnitee (as defined in the Credit Agreement) as provided in Section 10.07(b) of the Credit Agreement. Without limiting the generality of the foregoing, each Grantor waives all rights for contribution and all other rights of recovery with respect to liabilities, losses, damages, costs and expenses arising under or related to Environmental, Health or Safety Requirements of Law that it might have by statute or otherwise against any Indemnitee.

Fees and Expenses; Indemnification. (a) The Borrower will forthwith upon demand pay Guarantor agrees to the Administrative Agent: (i) the amount of any taxes that reimburse the Administrative Agent may have been required for its fees and expenses incurred hereunder to pay by reason the extent provided in Section 10.04 of the Transaction Liens or Credit Agreement; provided that each reference therein to free any Collateral from the “Borrowers” shall be deemed to be a reference to the “Guarantor”. (b) Without limitation of any other Lien thereon; (ii) Obligations of the amount Guarantor or remedies of any and all reasonable and documented out-of-pocket fees, charges and disbursements of (A) one primary counsel for the Administrative Agent and its Affiliates and (B) any local counsel to the Secured Parties retained by under this Guaranty, the Administrative AgentGuarantor shall, limited to one local counsel in each relevant jurisdiction, that the Administrative Agent may incur in connection with (x) the administration or enforcement of the Security Documents, including such expenses as are incurred to preserve the value of the Collateral or the validity, perfection, rank or value of any Transaction Lien, (y) the collection, sale or other disposition of any Collateral or (z) the exercise by the Administrative Agent of any of its rights or powers under the Security Documents; (iii) the amount of any fees that the Borrower shall have agreed in writing to pay to the Administrative Agent fullest extent permitted by applicable law, indemnify, defend and that shall have become due and payable in accordance with such written agreement; and (iv) the amount required to defend, protect, indemnify save and hold harmless the Administrative Agent each Indemnitee from and against against, and shall pay as and when incurred, any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, claimscosts (including settlement costs), costsdisbursements, and reasonable and documented or invoiced out-of-pocket fees and expenses (including the fees, disbursements and other charges of (i) one counsel to the Indemnitees taken as a whole, (ii) in the case of an actual or perceived conflict of interest, where the Indemnitee affected by such conflict informs the Borrowers of such conflict and thereafter retains its own counsel, of another firm of counsel for each such affected Indemnitee and (iii) if necessary, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and special counsel for each relevant specialty) of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel in connection with which may at any investigative, administrative or judicial proceeding, whether or not the Administrative Agent shall time be designated a party thereto), whether or not arising in connection with any third party claim, imposed on, incurred by, by or asserted or awarded against the Administrative Agent any such Indemnitee in any manner way relating to or arising out of the Security Documents, except to the extent that such loss, liability or expense is caused by or results from the Administrative Agent’s willful misconduct or gross negligence with respect to the Security Documents, as determined by the final non-appealed judgment of a court of competent jurisdiction (after giving effect to Sections 18 and 21). (b) If any transfer tax, documentary stamp tax or other tax is payable in connection with any transfer or other transaction provided for in the Security Documents, the Borrower will pay such tax and provide any required tax stamps to the Administrative Agent or as otherwise required by lawa result of any failure of any Guaranteed Obligations to be the legal, valid, binding obligations of any Loan Party enforceable against such Loan Party in accordance with its terms. (c) The Borrower shall indemnify each Indemnitee (as defined in the Credit Agreement) Any such amounts payable as provided hereunder shall be additional Guaranteed Obligations guaranteed hereby and secured by the Collateral Documents. The provisions of this Section 13 shall remain operative and in Section 10.07(b) full force and effect regardless of the Credit termination of this Agreement. Without limiting , any other Loan Document, any Letter of Credit, any Secured Hedge Agreement or any Secured Cash Management Agreement, the generality consummation of the foregoingtransactions contemplated hereby, each Grantor waives all rights for contribution and all the repayment of any of the Guaranteed Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other rights Loan Document or any document governing any of recovery with respect to liabilities, losses, damages, costs and expenses the Obligations arising under any Secured Hedge Agreements or related to Environmentalany Secured Cash Management Agreement, Health any resignation of the Administrative Agent or Safety Requirements the Collateral Agent or any investigation made by or on behalf of Law that it might have by statute the Administrative Agent or otherwise against any Indemniteeother Secured Party. All amounts due under this Section 13 shall be payable within twenty (20) Business Days after written demand therefor.

Fees and Expenses; Indemnification. (a18.13.1 The Chargor agrees to reimburse the Chargee and any Receiver and their respective officers and employees for its fees and expenses incurred hereunder as provided in Section 9.03(a) The Borrower will forthwith upon demand pay of the Credit Agreement; provided that each reference therein to the Administrative Agent:“Borrower” shall be deemed to be a reference to “the Chargor”. (i) 18.13.2 Without limitation of its indemnification obligations under the amount of other Loan Documents, the Chargor agrees to indemnify the Chargee and any taxes that Receiver and their respective officers and employees and the Administrative Agent may have been required to pay by reason of the Transaction Liens or to free any Collateral from any other Lien thereon; (ii) the amount of Indemnitees against, and hold each Indemnitee harmless from, any and all reasonable losses, claims, damages, liabilities and documented out-of-pocket related expenses, including the fees, charges and disbursements of (A) one primary any counsel for the Administrative Agent and its Affiliates and (B) any local counsel to the Secured Parties retained Indemnitee, incurred by or asserted against any Indemnitee by any third party or by the Administrative AgentChargor out of, limited to one local counsel in each relevant jurisdiction, that the Administrative Agent may incur in connection with (x) with, or as a result of, the administration execution, delivery or enforcement performance of this Deed or any actual or prospective claim, litigation, investigation or proceeding relating to any of the Security Documents, including such expenses as are incurred to preserve the value of the Collateral or the validity, perfection, rank or value of any Transaction Lien, (y) the collection, sale or other disposition of any Collateral or (z) the exercise by the Administrative Agent of any of its rights or powers under the Security Documents; (iii) the amount of any fees that the Borrower shall have agreed in writing to pay to the Administrative Agent and that shall have become due and payable in accordance with such written agreement; and (iv) the amount required to defend, protect, indemnify and hold harmless the Administrative Agent from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel in connection with any investigative, administrative or judicial proceedingforegoing, whether brought by a third party or not the Administrative Agent shall be designated by Holdings or any Subsidiary and regardless of whether any such person is a party thereto); provided that such indemnity shall not, whether or not arising in connection with as to any third party claimIndemnitee, imposed on, incurred by, or asserted against the Administrative Agent in any manner relating to or arising out of the Security Documents, except be available to the extent that such losslosses, liability claims, damages, liabilities or expense is caused by or results from the Administrative Agent’s willful misconduct or gross negligence with respect to the Security Documents, as related expenses are determined by the final non-appealed judgment of a court of competent jurisdiction (after giving effect by final, non-appealable judgment to Sections 18 and 21)have resulted from the gross negligence or wilful misconduct of, or a breach of this Deed or the Loan Documents by, such Indemnitee or its Related Parties. 18.13.3 To the fullest extent permitted by applicable law, the Chargor shall not assert, and the Chargor hereby waives, any claim against any Indemnitee (bi) If for any transfer tax, documentary stamp tax damages arising from the use by others of information or other tax materials obtained through telecommunications, electronic or other information transmission systems (including the Internet), provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such damages are determined by a court of competent jurisdiction by final, non-appealable judgment to have resulted from the gross negligence or wilful misconduct of, or a breach of the Loan Documents by, such Indemnitee or its Related Parties, or (ii) 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, any Loan Document or any agreement or instrument contemplated thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. 18.13.4 Each Indemnitee and other person described above shall enjoy the benefit of and enforce the terms of that Clause in accordance with the provisions of the Contracts (Rights of Third Parties) Act, Cap. 53B of Singapore. 18.13.5 The provisions of this Clause 18.13 shall remain operative and in full force and effect regardless of the termination of this Deed or any other Loan Document, the consummation of the transactions contemplated hereby or thereby, the repayment of any of the Secured Obligations, the invalidity or unenforceability of any term or provision of this Deed or any other Loan Document, or any investigation made by or on behalf of any Secured Party. All amounts due under this Section shall be payable not later than 10 Business Days after written demand therefor; provided, however, any Indemnitee shall promptly refund an indemnification payment received hereunder to the extent that there is a final judicial determination that such Indemnitee was not entitled to indemnification with respect to such payment pursuant to this Clause 18.13. Any such amounts payable as provided hereunder shall be additional Secured Obligations. 18.13.6 For the avoidance of doubt, in connection with any transfer or other transaction provided for in indemnification pursuant to this Clause 18.13 the Security Documents, the Borrower will pay such reimbursement shall be on a full indemnity basis together with any applicable goods and services tax and provide any required tax stamps to the Administrative Agent or as otherwise required by lawother Tax. (c) 18.13.7 The Borrower parties to this Deed agree that a reference in this Clause 18.13 to an “Indemnitee” shall indemnify each Indemnitee (as defined in the Credit Agreement) as provided in Section 10.07(b) of the Credit Agreement. Without limiting the generality of the foregoing, each Grantor waives all rights for contribution include a reference to a Receiver and all other rights of recovery with respect to liabilities, losses, damages, costs its officers and expenses arising under or related to Environmental, Health or Safety Requirements of Law that it might have by statute or otherwise against any Indemniteeemployees.

Fees and Expenses; Indemnification. (a) The Borrower will Grantor shall forthwith upon demand pay to the Administrative Collateral Agent: (i) the amount of any taxes that the Administrative Collateral Agent may have been required to pay by reason of the Transaction Liens or to free any Collateral from any other Lien thereon; (ii) the amount of any and all reasonable and documented out-of-pocket fees, charges and disbursements of (Aamounts due pursuant to Section 4.23(b) one primary counsel for the Administrative Agent and its Affiliates and (B) any local counsel to the Secured Parties retained by the Administrative Agent, limited to one local counsel in each relevant jurisdiction, that the Administrative Agent may incur in connection with (x) the administration or enforcement of the Security Documents, including such expenses as are incurred to preserve the value of the Collateral or the validity, perfection, rank or value of any Transaction Lien, (y) the collection, sale or other disposition of any Collateral or (z) the exercise by the Administrative Agent of any of its rights or powers under the Security DocumentsIndenture; (iii) the amount of any fees that the Borrower Grantor shall have agreed in writing to pay to the Administrative Collateral Agent and that shall have become due and payable in accordance with such written agreement; and (iv) the amount required to defendindemnify each of the Collateral Agent, protectthe Trustee, indemnify and each Holder and each of their respective directors, officers, employees and agents (the “Indemnified Parties”), and shall hold each Indemnified Party harmless the Administrative Agent from and against against, any and all liabilitiesclaims, obligationsdamages, losses, damages, penalties, actions, judgments, suits, claims, costs, liabilities and expenses (including all reasonable attorneys’ fees and charges with whom any Indemnified Party may consult and all reasonable expenses of litigation and preparation therefor) which any kind Indemnified Party may incur, or nature whatsoever which may be asserted against any Indemnified Party by any person, entity or governmental authority (includingincluding any person or entity claiming derivatively on behalf of the Grantor), without limitation, the reasonable fees and disbursements of counsel in connection with any investigative, administrative or judicial proceeding, whether or not the Administrative Agent shall be designated a party thereto), whether or not arising in connection with any third party claim, imposed on, incurred by, or asserted against the Administrative Agent in any manner relating to or arising out of or relating to (a) this Agreement; (b) the Security DocumentsCollateral Agent’s good faith exercise of any of its rights and remedies hereunder; and (c) any use, except to misuse, non-use, condition, maintenance or repair by the extent Grantor or anyone claiming by, through or under the Grantor; provided, that such loss, liability or expense is any claims caused by or results from the Administrative Agent’s willful misconduct or gross negligence with respect to the Security Documents, of any Indemnified Party as determined by the final non-appealed judgment of a court of competent jurisdiction (after giving effect to Sections 18 and 21)shall be excluded from the foregoing indemnification of such Indemnified Party. The obligations of the Grantor under this Section shall survive the termination of this Agreement. (b) If any transfer tax, documentary stamp tax or other tax is payable in connection with any transfer or other transaction provided for in the Security Collateral Documents, the Borrower Grantor will pay such tax and provide any required tax stamps to the Administrative Collateral Agent or as otherwise required by law. (c) The Borrower shall indemnify each Indemnitee (as defined in the Credit Agreement) as provided in Section 10.07(b) of the Credit Agreement. Without limiting the generality of the foregoing, each Grantor waives all rights for contribution and all other rights of recovery with respect to liabilities, losses, damages, costs and expenses arising under or related to Environmental, Health or Safety Requirements of Law that it might have by statute or otherwise against any Indemnitee.

Fees and Expenses; Indemnification. (a) The Borrower will forthwith upon demand pay Pledgor agrees to reimburse the Pledgee for its fees and expenses incurred under this Pledge Agreement as provided in Section 9.03(a) of the Credit Agreement; provided that each reference therein to the Administrative Agent:“Borrower” shall be deemed to be a reference to the “Pledgor”. (ib) Without limitation of its indemnification obligations under the amount of any taxes that other Loan Documents, the Administrative Agent may have been required Pledgor agrees to pay by reason of indemnify the Transaction Liens or to free any Collateral from any Pledgee and the other Lien thereon; (ii) the amount of Indemnitees against, and hold each Indemnitee harmless from, any and all reasonable losses, claims, damages, liabilities and documented out-of-pocket related expenses, including the fees, charges and disbursements of (A) one primary any counsel for the Administrative Agent and its Affiliates and (B) any local counsel to the Secured Parties retained Indemnitee, incurred by the Administrative Agentor asserted against any Indemnitee by any third party or by Holdings or any Subsidiary arising out of, limited to one local counsel in each relevant jurisdiction, that the Administrative Agent may incur in connection with (x) with, or as a result of, the administration execution, delivery or enforcement performance of this Pledge Agreement or any actual or prospective claim, litigation, investigation or proceeding relating to any of the Security Documents, including such expenses as are incurred to preserve the value of the Collateral or the validity, perfection, rank or value of any Transaction Lien, (y) the collection, sale or other disposition of any Collateral or (z) the exercise by the Administrative Agent of any of its rights or powers under the Security Documents; (iii) the amount of any fees that the Borrower shall have agreed in writing to pay to the Administrative Agent and that shall have become due and payable in accordance with such written agreement; and (iv) the amount required to defend, protect, indemnify and hold harmless the Administrative Agent from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel in connection with any investigative, administrative or judicial proceedingforegoing, whether brought by a third party or not the Administrative Agent shall be designated by Holdings or any Subsidiary and regardless of whether any Indemnitee is a party thereto); provided that such indemnity shall not, whether or not arising in connection with as to any third party claimIndemnitee, imposed on, incurred by, or asserted against the Administrative Agent in any manner relating to or arising out of the Security Documents, except be available to the extent that such losslosses, liability claims, damages, liabilities or expense is caused by or results from the Administrative Agent’s willful misconduct or gross negligence with respect to the Security Documents, as related expenses are determined by the final non-appealed judgment of a court of competent jurisdiction by final, non-appealable judgment to have resulted from the gross negligence (after giving effect to Sections 18 and 21négligence grave). , wilful misconduct (bfaute intentionnelle) If any transfer taxor serious misconduct (faute grave) of, documentary stamp tax or other tax is payable in connection with any transfer a breach of the Loan Documents by, such Indemnitee or other transaction provided for in the Security Documents, the Borrower will pay such tax and provide any required tax stamps to the Administrative Agent or as otherwise required by lawits Related Parties. (c) The Borrower To the fullest extent permitted by applicable law, the Pledgor shall indemnify each not assert, and hereby waives, any claim against any Indemnitee (i) for any damages arising from the use by others of information or other materials obtained through telecommunications, electronic or other information transmission systems (including the Internet), provided that such indemnity shall not, as defined to any Indemnitee, be available to the extent that such damages are determined by a court of competent jurisdiction by final, non-appealable judgment to have resulted from (i) the gross negligence or wilful misconduct or serious misconduct of, or a breach of the Loan Documents by, such Indemnitee or its Related Parties, or (ii) 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, any Loan Document or any agreement or instrument contemplated thereby, the Transactions, any Loan or Letter of Credit Agreementor the use of the proceeds thereof. (d) The provisions of this clause 10 shall remain operative and in full force and effect regardless of the termination of this Pledge Agreement or any other Loan Document, the consummation of the transactions contemplated hereby or thereby, the repayment of any of the Secured Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of any Secured Party. All amounts due under this clause shall be payable not later than 10 Business Days after written demand therefor; provided, however, any Indemnitee shall promptly refund an indemnification payment received hereunder to the extent that there is a final judicial determination that such Indemnitee was not entitled to indemnification with respect to such payment pursuant to this clause 10. Any such amounts payable as provided hereunder shall be additional Secured Obligations. (e) The Pledgee shall not be liable for any losses arising in Section 10.07(bconnection with the exercise of any of its rights, powers and discretions hereunder save for liabilities and expenses arising from the gross negligence or wilful default or serious misconduct (faute grave) of the Credit Agreement. Without limiting the generality Pledgee (and its Related Parties), in each case as determined by a court of the foregoingcompetent jurisdiction by final, each Grantor waives all rights for contribution and all other rights of recovery with respect to liabilities, losses, damages, costs and expenses arising under or related to Environmental, Health or Safety Requirements of Law that it might have by statute or otherwise against any Indemniteenon-appealable judgment.

Fees and Expenses; Indemnification. (a) The Borrower will forthwith upon demand pay Each party shall be responsible for its own legal fees and costs with respect to the Administrative Agent:negotiating and entering into this Agreement. (ib) The Company agrees to indemnify and save harmless the amount of any taxes that the Administrative Agent may have been required to pay by reason of the Transaction Liens or to free any Collateral from any other Lien thereon; (ii) the amount of any and all reasonable and documented out-of-pocket fees, charges and disbursements of (A) one primary counsel for the Administrative Agent Purchaser and its Affiliates respective officers, trustees, directors, partners, employees and (B) any local counsel to the Secured Parties retained by the Administrative Agent, limited to one local counsel in each relevant jurisdiction, that the Administrative Agent may incur in connection with (x) the administration or enforcement of the Security Documents, including such expenses as are incurred to preserve the value of the Collateral or the validity, perfection, rank or value of any Transaction Lien, (y) the collection, sale or other disposition of any Collateral or (z) the exercise by the Administrative Agent of any of its rights or powers under the Security Documents; (iii) the amount of any fees that the Borrower shall have agreed in writing to pay to the Administrative Agent and that shall have become due and payable in accordance with such written agreement; and (iv) the amount required to defend, protect, indemnify and hold harmless the Administrative Agent agents from and against any and all liabilitiesactions, obligationscauses of action, suits, losses, liabilities and damages, penalties, actions, judgments, suits, claims, costs, and expenses of any kind or nature whatsoever (including, without limitation, the reasonable attorneys' fees and disbursements of counsel disbursements) in connection with therewith (herein called the "indemnified liabilities") incurred by Purchaser or any investigativeof its officers, administrative trustees, directors, partners, employees or judicial proceedingagents as a result of, whether or not the Administrative Agent shall be designated a party thereto), whether or not arising in connection with any third party claim, imposed on, incurred by, or asserted against the Administrative Agent in any manner relating to or arising out of, or relating to a breach by the Company of any of its representations, warranties or covenants contained in this Agreement except for any indemnified liabilities arising (i) on account of the Security Documentsgross negligence or willful misconduct of the Purchaser or any of its officers, directors, partners, employees or agents, (ii) on account of any breach of a material term or provision of this Agreement by the Purchaser hereunder or (iii) on account of Taxes based on income in respect of securities of the Company, except as otherwise expressly provided herein; provided that, if and to the extent that such lossagreement to indemnify may be unenforceable for any reason, liability or expense is caused by or results from the Administrative Agent’s willful misconduct or gross negligence with respect Company shall make the maximum contribution to the Security Documentspayment and satisfaction of each of the indemnified liabilities which shall be permissible under applicable law. The obligations of the Company under this Section 12.02 shall survive the transfer, as determined by the final non-appealed judgment redemption or conversion of a court of competent jurisdiction (after giving effect to Sections 18 and 21). (b) If any transfer tax, documentary stamp tax or other tax is payable in connection with any transfer or other transaction provided for in the Security Documents, the Borrower will pay such tax and provide any required tax stamps to the Administrative Agent or as otherwise required by lawShares. (c) The Borrower Notwithstanding anything to the contrary contained herein, the Purchaser shall indemnify each Indemnitee (as defined in not be entitled to recover from the Credit Agreement) as provided in Section 10.07(b) Company unless and until the total of the Credit Agreement. Without limiting the generality of the foregoing, each Grantor waives all rights claims for contribution and all other rights of recovery indemnity or damages with respect to liabilitiesany inaccuracy or breach of any such representations or warranties (other than those contained in Section12.12) or breach of or default in the performance of any covenants, lossesundertakings or other agreements, damageswhether such claims are brought under this Article XII or otherwise, costs exceeds $500,000.00 and expenses arising under then only for the amount by which such claims for indemnity or related damages exceed $250,000.00. Under no circumstances shall the Company be obligated to Environmental, Health or Safety Requirements indemnify the Purchaser for losses in excess of Law that it might have the Purchase Price received by statute or otherwise against any Indemniteethe Company.

Fees and Expenses; Indemnification. (a) The Borrower will forthwith upon demand pay Each Subsidiary Guarantor, jointly and severally, agrees to the Administrative Agent: (i) the amount of any taxes that reimburse the Administrative Agent may have been required for its fees and expenses incurred hereunder to pay by reason the extent provided in Section 10.04 of the Transaction Liens or Credit Agreement; provided that each reference therein to free any Collateral from the “Borrower” shall be deemed to be a reference to the “Subsidiary Guarantors.” (b) Without limitation of any other Lien thereon; (ii) the amount Obligations of any and all reasonable and documented out-of-pocket fees, charges and disbursements Subsidiary Guarantor or remedies of (A) one primary counsel for the Administrative Agent and its Affiliates and (B) any local counsel to the Secured Parties retained by the Administrative Agentunder this Guaranty, limited to one local counsel in each relevant jurisdictionSubsidiary Guarantor shall, that the Administrative Agent may incur in connection with (x) the administration or enforcement of the Security Documents, including such expenses as are incurred to preserve the value of the Collateral or the validity, perfection, rank or value of any Transaction Lien, (y) the collection, sale or other disposition of any Collateral or (z) the exercise by the Administrative Agent of any of its rights or powers under the Security Documents; (iii) the amount of any fees that the Borrower shall have agreed in writing to pay to the Administrative Agent fullest extent permitted by applicable law, indemnify, defend and that shall have become due and payable in accordance with such written agreement; and (iv) the amount required to defend, protect, indemnify save and hold harmless the Administrative Agent each Indemnitee from and against against, and shall pay as and when incurred, any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, claimscosts (including settlement costs), costsdisbursements, and reasonable and documented or invoiced out-of-pocket fees and expenses (including the reasonable and documented out-of-pocket fees, disbursements and other charges of (i) one counsel to the Indemnitees taken as a whole, (ii) in the case of an actual or perceived conflict of interest, where the Indemnitee affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for each such affected Indemnitee in each relevant jurisdiction material to the interests of the Lenders and (iii) if reasonably necessary, one local counsel in each jurisdiction material to the interests of the Indemnitees (which may include a single special counsel acting in multiple jurisdictions) and special counsel for each relevant specialty) of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel in connection with which may at any investigative, administrative or judicial proceeding, whether or not the Administrative Agent shall time be designated a party thereto), whether or not arising in connection with any third party claim, imposed on, incurred by, by or asserted or awarded against the Administrative Agent any such Indemnitee in any manner way relating to or arising out of or in connection with or as a result of any failure of any Guaranteed Obligations to be the Security Documentslegal, except valid, binding obligations of any Loan Party enforceable against such Loan Party in accordance with its terms; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such lossliabilities, liability obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, disbursements, fees or expense is caused by or results from the Administrative Agent’s willful misconduct or gross negligence with respect to the Security Documents, as related expenses are determined by the final non-appealed judgment of a court of competent jurisdiction in a final and non-appealable judgment to have resulted from (after giving effect to Sections 18 A) the bad faith, gross negligence or willful misconduct of such Indemnitee or any of its Affiliates or controlling persons or any of the officers, directors, employees, agents, advisors, or members of any of the foregoing, as determined by a court of competent jurisdiction in a final and 21). non- appealable decision, (bB) If a material breach of the Loan Documents by such Indemnitee, as determined by a court of competent jurisdiction in a final and nonappealable decision or (C) any transfer tax, documentary stamp tax or dispute that is among Indemnitees (other tax is payable in connection with than any transfer or other transaction provided for in the Security Documents, the Borrower will pay such tax and provide any required tax stamps to dispute involving claims against the Administrative Agent Agent, any Arranger or any other Agent, in each case in their respective capacities as otherwise required by lawsuch) that a court of competent jurisdiction has determined in a final and non-appealable judgment did not involve actions or omissions of Parent Borrower or its Subsidiaries or any of their respective Affiliates. (c) The Borrower shall indemnify each Indemnitee (as defined in the Credit Agreement) Any such amounts payable as provided hereunder shall be additional Guaranteed Obligations guaranteed hereby and secured by the Collateral Documents. The provisions of this Section 13 shall remain operative and in Section 10.07(b) full force and effect regardless of the Credit Agreement. Without limiting termination of this Guaranty or any other Loan Document, the generality consummation of the foregoingtransactions contemplated hereby, each Grantor waives all rights for contribution and all the repayment of any of the other rights Guaranteed Obligations, the invalidity or unenforceability of recovery with respect to liabilitiesany term or provision of this Guaranty or any other Loan Document, losses, damages, costs and expenses arising any resignation or removal of the Administrative Agent or the Collateral Agent or any investigation made by or on behalf of the Administrative Agent or any other Secured Party. All amounts due under or related to Environmental, Health or Safety Requirements of Law that it might have by statute or otherwise against any Indemniteethis Section 13 shall be payable within twenty (20) Business Days after written demand therefor.

Fees and Expenses; Indemnification. (a) The US Borrower will forthwith upon demand pay to the Administrative Agent: (i) the amount of any taxes that the Administrative Agent may have been required to pay by reason of the Transaction Liens or to free any Collateral from any other Lien thereon; (ii) the amount of any and all reasonable and documented out-of-pocket feesexpenses, charges including transfer taxes and disbursements reasonable fees and expenses of (A) one primary counsel for the Administrative Agent and its Affiliates and (B) any local counsel to the Secured Parties retained by the Administrative Agent, limited to one local counsel in each relevant jurisdictionother experts, that the Administrative Agent may incur in connection with (x) the administration or enforcement of the Security Documents, including such expenses as are incurred to preserve the value of the Collateral or the validity, perfection, rank or value of any Transaction Lien, (y) the collection, sale or other disposition of any Collateral or (z) the exercise by the Administrative Agent of any of its rights or powers under the Security Documents; (iii) the amount of any fees that the Borrower Borrowers shall have agreed in writing to pay to the Administrative Agent and that shall have become due and payable in accordance with such written agreement; and (iv) the amount required to defendindemnify the Agent for, protector hold it harmless and defend it against, indemnify and hold harmless the Administrative Agent from and against any and all liabilitiesloss, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses of any kind liability or nature whatsoever expense (including, without limitation, including the reasonable fees and disbursements expenses of its counsel and any experts or sub-agents appointed by it hereunder) incurred or suffered by the Agent in connection with any investigative, administrative or judicial proceeding, whether or not the Administrative Agent shall be designated a party thereto), whether or not arising in connection with any third party claim, imposed on, incurred by, or asserted against the Administrative Agent in any manner relating to or arising out of the Security Documents, except to the extent that such loss, liability or expense is caused by or results arises from the Administrative Agent’s gross negligence or willful misconduct or gross negligence with respect to a breach of any duty that the Security Documents, as determined by the final non-appealed judgment of a court of competent jurisdiction Agent has under this Agreement (after giving effect to Sections 18 17 and 2118). Any such amount not paid to the Agent on demand will bear interest for each day thereafter until paid at a rate per annum equal to the sum of 2% plus the rate applicable to Base Rate Loans for such day. (b) If any transfer tax, documentary stamp tax or other tax is payable in connection with any transfer or other transaction provided for in the Security Documents, the US Borrower will pay such tax and provide any required tax stamps to the Administrative Agent or as otherwise required by law. (c) The Borrower shall indemnify each Indemnitee (as defined in the Credit Agreement) as provided in Section 10.07(b) of the Credit Agreement. Without limiting the generality of the foregoing, each Grantor waives all rights for contribution and all other rights of recovery with respect to liabilities, losses, damages, costs and expenses arising under or related to Environmental, Health or Safety Requirements of Law that it might have by statute or otherwise against any Indemnitee.

Fees and Expenses; Indemnification. (a) The Borrower will forthwith upon demand pay to the Administrative Agent: (i) the amount of any taxes The parties hereto agree that the Administrative Agent may have been required Guarantied Party shall be entitled to pay by reason reimbursement of its expenses incurred hereunder as provided in Section 10.04 of the Transaction Liens or to free any Collateral from any other Lien thereon;Credit Agreement. (ii) Without limitation of its indemnification obligations under the amount of any and all reasonable and documented out-of-pocket fees, charges and disbursements of (A) one primary counsel for the Administrative Agent and its Affiliates and (B) any local counsel to the Secured Parties retained by the Administrative Agent, limited to one local counsel in each relevant jurisdiction, that the Administrative Agent may incur in connection with (x) the administration or enforcement of the Security other Loan Documents, including such expenses as are incurred each Guarantor jointly and severally agrees to preserve indemnify the value of Guarantied Party and the Collateral or the validityother Indemnitees against, perfection, rank or value of any Transaction Lien, (y) the collection, sale or other disposition of any Collateral or (z) the exercise by the Administrative Agent of any of its rights or powers under the Security Documents; (iii) the amount of any fees that the Borrower shall have agreed in writing to pay to the Administrative Agent and that shall have become due and payable in accordance with such written agreement; and (iv) the amount required to defend, protect, indemnify and hold each Indemnitee harmless the Administrative Agent from and against any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, claims, costs, and related expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel in connection with which may at any investigative, administrative or judicial proceeding, whether or not the Administrative Agent shall time be designated a party thereto), whether or not arising in connection with any third party claim, imposed on, incurred by, by or asserted against the Administrative Agent any such Indemnitee in any manner way relating to or arising out of or in connection with (a) the Security Documentsexecution, except delivery, enforcement, performance or administration of the Guaranty or the Pledge Agreement or any other agreement, letter or instrument delivered pursuant to or in connection therewith or (b) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”), in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such lossliabilities, liability obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, or expense is caused by related expenses or results disbursements resulted from the Administrative Agent’s gross negligence or willful misconduct of such Indemnitee or any of its Related Parties (but in the case of the gross negligence with respect or willful misconduct of any such Related Party, solely to the Security Documents, as determined by the final non-appealed judgment of extent that a court of competent jurisdiction (after giving effect to Sections 18 and 21has determined that such Indemnitee is legally responsible for such gross negligence or willful misconduct of such Related Party). (biii) If any transfer taxAny such amounts payable as provided hereunder shall be additional Obligations secured hereby. All amounts due under this Section 23 shall be payable within ten Business Days after written demand therefor, documentary stamp tax accompanied by an invoice or other tax is payable summary of the amount or amounts payable. The agreements in connection with any transfer this Section shall survive the resignation or other transaction provided for in removal of the Security DocumentsGuarantied Party, the Borrower will pay such tax and provide replacement of any required tax stamps to Lender, the Administrative Agent or as otherwise required by law. (c) The Borrower shall indemnify each Indemnitee (as defined in the Credit Agreement) as provided in Section 10.07(b) termination of the Credit Agreement. Without limiting Aggregate Commitments and the generality repayment, satisfaction or discharge of all the foregoing, each Grantor waives all rights for contribution and all other rights of recovery with respect to liabilities, losses, damages, costs and expenses arising under or related to Environmental, Health or Safety Requirements of Law that it might have by statute or otherwise against any IndemniteeObligations.

Fees and Expenses; Indemnification. (a) The Borrower Lien Grantor will forthwith upon demand pay to the Administrative AgentTrustee: (i) the amount of any taxes that the Administrative Agent Trustee may have been required to pay by reason of the Transaction Liens Security Interests or to free any of the Collateral from any other Lien thereon; (ii) the amount of any and all reasonable and documented out-of-pocket feesexpenses, charges including transfer taxes and disbursements reasonable fees and expenses of (A) one primary counsel for the Administrative Agent and its Affiliates and (B) of any local counsel to the Secured Parties retained by the Administrative Agent, limited to one local counsel in each relevant jurisdictionother experts, that the Administrative Agent Trustee may incur in connection with (x) the administration or enforcement of the Security Documentsthis Agreement, including such expenses as are incurred to preserve the value of the Collateral or the validity, perfection, rank or value of any Transaction LienSecurity Interest, and all insurance expenses and all expenses of protecting, storing, warehousing, appraising, insuring, handling, maintaining and shipping any Collateral, (y) the collection, sale or other disposition of any Collateral or (z) the exercise by the Administrative Agent Trustee of any of its rights or powers under the Security Documents;this Agreement; and (iii) the amount of any fees that the Borrower shall have agreed in writing to pay to the Administrative Agent and that shall have become due and payable in accordance with such written agreement; and (iv) the amount required to defendindemnify the Trustee for, protector hold it harmless and defend it against, indemnify and hold harmless the Administrative Agent from and against any and all liabilitiesloss, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses of any kind liability or nature whatsoever expense (including, without limitation, including the reasonable fees and disbursements expenses of its counsel and any experts, agents or co-agents appointed by it hereunder) incurred or suffered by the Trustee in connection with any investigative, administrative or judicial proceeding, whether or not the Administrative Agent shall be designated a party thereto), whether or not arising in connection with any third party claim, imposed on, incurred by, or asserted against the Administrative Agent in any manner relating to or arising out of the Security Documentsthis Agreement, except to the extent that such loss, liability or expense is caused by or results arises from the Administrative Agent’s Trustee's gross negligence or willful misconduct or gross negligence with respect to a breach of any duty that the Security Documents, as determined by the final non-appealed judgment of a court of competent jurisdiction (after giving effect to Sections 18 and 21)Trustee has under this Agreement. (b) If any transfer tax, documentary stamp tax or other tax is payable in connection with any transfer or other transaction provided for in the Security Documentsthis Agreement, the Borrower Lien Grantor will pay such tax and provide any required tax stamps to the Administrative Agent Trustee or as otherwise required by law. (c) The Borrower shall indemnify each Indemnitee (as defined in the Credit Agreement) as provided in Section 10.07(b) of the Credit Agreement. Without limiting the generality of the foregoing, each Grantor waives all rights for contribution and all other rights of recovery with respect to liabilities, losses, damages, costs and expenses arising under or related to Environmental, Health or Safety Requirements of Law that it might have by statute or otherwise against any Indemnitee.

Fees and Expenses; Indemnification. (a) The Borrower will forthwith upon demand pay Guarantor agrees to the Administrative Agent: (i) the amount of any taxes that reimburse the Administrative Agent may have been required for its fees and expenses incurred hereunder to pay by reason the extent provided in Section 10.04 of the Transaction Liens or Credit Agreement; provided that each reference therein to free any Collateral from the “Borrower” shall be deemed to be a reference to the “Guarantor”. (b) Without limitation of any other Lien thereon; (ii) Obligations of the amount Guarantor or remedies of any and all reasonable and documented out-of-pocket fees, charges and disbursements of (A) one primary counsel for the Administrative Agent and its Affiliates and (B) any local counsel to the Secured Parties retained by under this Guaranty, the Administrative AgentGuarantor shall, limited to one local counsel in each relevant jurisdiction, that the Administrative Agent may incur in connection with (x) the administration or enforcement of the Security Documents, including such expenses as are incurred to preserve the value of the Collateral or the validity, perfection, rank or value of any Transaction Lien, (y) the collection, sale or other disposition of any Collateral or (z) the exercise by the Administrative Agent of any of its rights or powers under the Security Documents; (iii) the amount of any fees that the Borrower shall have agreed in writing to pay to the Administrative Agent fullest extent permitted by applicable law, indemnify, defend and that shall have become due and payable in accordance with such written agreement; and (iv) the amount required to defend, protect, indemnify save and hold harmless the Administrative Agent each Indemnitee from and against against, and shall pay as and when incurred, any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, claimscosts (including settlement costs), costsdisbursements, and reasonable and documented or invoiced out-of-pocket fees and expenses (including the reasonable and documented out-of-pocket fees, disbursements and other charges of (i) one counsel to the Indemnitees taken as a whole, (ii) in the case of an actual or perceived conflict of interest, where the Indemnitee affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for each such affected Indemnitee in each relevant jurisdiction material to the interests of the Lender and (iii) if reasonably necessary, one local counsel in each jurisdiction material to the interests of the Indemnitees (which may include a single special counsel acting in multiple jurisdictions) and special counsel for each relevant specialty) of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel in connection with which may at any investigative, administrative or judicial proceeding, whether or not the Administrative Agent shall time be designated a party thereto), whether or not arising in connection with any third party claim, imposed on, incurred by, by or asserted or awarded against the Administrative Agent any such Indemnitee in any manner way relating to or arising out of or in connection with or as a result of any failure of any Guaranteed Obligations to be the Security Documentslegal, except valid, binding obligations of any Loan Party enforceable against such Loan Party in accordance with its terms; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such lossliabilities, liability obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, disbursements, fees or expense is caused by or results from the Administrative Agent’s willful misconduct or gross negligence with respect to the Security Documents, as related expenses are determined by the final non-appealed judgment of a court of competent jurisdiction in a final and non-appealable judgment to have resulted from (after giving effect to Sections 18 A) the bad faith, gross negligence or willful misconduct of such Indemnitee or any of its Affiliates or controlling persons or any of the officers, directors, employees, agents, advisors, or members of any of the foregoing, (B) a material breach of the Loan Documents by such Indemnitee, as determined by a court of competent jurisdiction in a final and 21). non-appealable decision or (bC) If any transfer taxdispute that is among Indemnitees (other than any dispute involving claims against the Administrative Agent, documentary stamp tax any Arranger or any other tax is payable Agent, in connection with any transfer or other transaction provided for each case in their respective capacities as such) that, in the Security Documentscase of clauses (A), (B) or (C), a court of competent jurisdiction has determined in a final and non-appealable judgment did not involve actions or omissions of the Parent Borrower will pay such tax and provide or its Subsidiaries or any required tax stamps to the Administrative Agent or as otherwise required by lawof their respective Affiliates. (c) The Borrower shall indemnify each Indemnitee (as defined in the Credit Agreement) Any such amounts payable as provided hereunder shall be additional Guaranteed Obligations guaranteed hereby and secured by the Collateral Documents. The provisions of this Section 13 shall remain operative and in Section 10.07(b) full force and effect regardless of the Credit Agreement. Without limiting termination of this Guaranty, or any other Loan Document, the generality consummation of the foregoingtransactions contemplated hereby, each Grantor waives all rights for contribution and all the repayment of any of the other rights Guaranteed Obligations, the invalidity or unenforceability of recovery with respect to liabilitiesany term or provision of this Guaranty or any other Loan Document, losses, damages, costs and expenses arising any resignation or removal of the Administrative Agent or the Collateral Agent or any investigation made by or on behalf of the Administrative Agent or any other Secured Party. All amounts due under or related to Environmental, Health or Safety Requirements of Law that it might have by statute or otherwise against any Indemniteethis Section 13 shall be payable within twenty (20) Business Days after written demand therefor.

Fees and Expenses; Indemnification. (a) The Borrower Issuer and the Guarantors will jointly and severally forthwith upon demand pay to the Administrative Collateral Agent: (i) the amount of any taxes that the Administrative Collateral Agent may have been required to pay by reason of the Transaction Liens or to free any Collateral from any other Lien thereon; (ii) the amount of any and all reasonable and documented out-of-pocket feesexpenses, charges including transfer taxes and disbursements reasonable fees and expenses of (A) one primary counsel for the Administrative Agent and its Affiliates and (B) any local counsel to the Secured Parties retained by the Administrative Agent, limited to one local counsel in each relevant jurisdictionother experts, that the Administrative Collateral Agent may incur in connection with (x) the administration or enforcement of the Security Documentsthis Agreement, including such expenses as are incurred to preserve the value of the Collateral or the validity, perfection, rank or value of any Transaction Lien, (y) the collection, sale or other disposition of any Collateral or (z) the exercise by the Administrative Collateral Agent of any of its rights or powers under the Security Documentsthis Agreement or any other Note Document; (iii) the amount of any fees that the Borrower Issuer shall have agreed in writing to pay to the Administrative Collateral Agent and that shall have become due and payable in accordance with such written agreement; and (iv) the amount required to defendindemnify the Collateral Agent for, protector hold it harmless and defend it against, indemnify and hold harmless the Administrative Agent from and against any and all liabilitiesloss, obligationsliability, lossesclaim, damagesdamage, injuries, penalties, actionsaction, suits, judgments, suits, claims, costs, expenses of any kind costs or nature whatsoever expense (including, without limitation, including the reasonable fees and disbursements expenses of its counsel and any experts or sub-agents appointed by it hereunder) incurred or suffered by the Collateral Agent in connection with any investigative, administrative this Agreement or judicial proceeding, whether or not the Administrative Agent shall be designated a party thereto), whether or not arising in connection with any third party claim, imposed on, incurred by, or asserted against the Administrative Agent in any manner relating to or arising out of the Security other Note Documents, except to the extent that such loss, liability or expense is caused by or results arises from the Administrative Collateral Agent’s gross negligence or willful misconduct or gross negligence with respect to the Security Documents, as determined by the a final non-appealed judgment of issued by a court of competent jurisdiction (after giving effect no longer subject to Sections 18 and 21)appeal or review. (b) If any transfer tax, documentary stamp tax or other tax is payable in connection with any transfer or other transaction provided for in the Security Documentsthis Agreement, the Borrower Issuer will pay such tax and provide any required tax stamps to the Administrative Collateral Agent or as otherwise required by law. (c) The Borrower Issuer shall indemnify each Indemnitee (as defined in the Credit Agreement) as provided in Section 10.07(b) of the Credit AgreementSecured Parties, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all liabilities, losses, damages, costs and expenses of any kind (including reasonable expenses of investigation by engineers, environmental consultants and similar technical personnel and reasonable fees and disbursements of counsel) arising out of, or in connection with any and all Environmental Liabilities. Without limiting the generality of the foregoing, each Grantor waives all rights for contribution and all other rights of recovery with respect to liabilities, losses, damages, costs and expenses arising under or related to Environmental, Health or Safety Requirements of Law Environmental Laws that it might have by statute or otherwise against any Indemnitee. (d) The obligations of the Issuer under this Section 16 shall survive the termination of this Agreement and the earlier resignation or removal of the Collateral Agent.

Fees and Expenses; Indemnification. (a) The Borrower will forthwith Each Grantor agrees, jointly and severally, promptly upon demand demand, to pay to the Administrative Collateral Agent: (i) the amount of any taxes that the Administrative Collateral Agent may have been required to pay by reason of the Transaction Liens or to free any Collateral from any other Lien thereon; (ii) the amount of any and all reasonable and documented or invoiced out-of-pocket fees, charges fees and disbursements expenses (including transfer taxes and reasonable fees and expenses of (Acounsel and other experts) one primary counsel for the Administrative Agent and its Affiliates and (B) any local counsel to the Secured Parties retained incurred by the Administrative AgentCollateral Agent (or its Affiliates) and the Lenders, limited to one local counsel in each relevant jurisdiction, that the Administrative Agent may incur case in connection with (x) the preparation, administration or enforcement of the Security Documents, including such expenses as are incurred to preserve the value of the Collateral or the validity, perfection, rank or value of any Transaction Lien, (y) any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) or (z) the enforcement or protection of its rights in, or the exercise of its rights or powers under, the Security Documents (including the collection, sale or other disposition of any Collateral), including the reasonable fees, charges and disbursements of one primary counsel to the Majority Lenders and one primary counsel to the Collateral Agent, and, in connection with any such enforcement or protection, the reasonable fees, charges and disbursements of a single counsel in each appropriate jurisdiction (zincluding local Dutch counsel and which may also include a single special counsel acting in multiple jurisdictions) for each of (x) the exercise Majority Lenders and (y) the Collateral Agent (and its Affiliates) (and, in the case of an actual or perceived conflict of interest, where the Person affected by such conflict informs the Administrative Agent Borrower of any such conflict and thereafter retains its own counsel, of its rights or powers under the Security Documentsanother firm of counsel for such affected Person); (iii) the amount of any fees that the Borrower shall have agreed in writing to pay to the Administrative Collateral Agent and that shall have become due and payable in accordance with such written agreement; and (iv) the amount required to defendindemnify the Collateral Agent for, protector hold it harmless and defend it against, indemnify any loss, claim, damage, liability and hold harmless the Administrative Agent from reasonable and against any documented or invoiced out-of-pocket fees and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses of any kind or nature whatsoever expense (including, without limitation, including the reasonable fees and disbursements expenses of its counsel and any experts or sub-agents appointed by it hereunder) incurred or suffered by the Collateral Agent in connection with any investigative, administrative or judicial proceeding, whether or not the Administrative Agent shall be designated a party thereto), whether or not arising in connection with any third party claim, imposed on, incurred by, or asserted against the Administrative Agent in any manner relating to or arising out of the Security Documents, except to the extent that such loss, liability claim, damage, liability, fee or expense is caused by or results from the Administrative Agent’s willful misconduct or gross negligence with respect to the Security Documents, as are determined by the final non-appealed judgment of a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of the Collateral Agent or any of its controlled Affiliates, in each case acting at the direction of the Collateral Agent, or breach in bad faith of any duty that the Collateral Agent has under this Agreement (after giving effect to Sections 18 and 21Section 18). Any such amount not paid to the Collateral Agent on demand will bear interest for each day thereafter until paid at a rate per annum equal to the sum of 2% plus the rate applicable to Loans under Section 2.06(a) of the Credit Agreement for such day. (b) If any transfer tax, documentary stamp tax or other tax is payable in connection with any transfer or other transaction provided for in the Security Documents, the Borrower will pay such tax and provide any required tax stamps to the Administrative Collateral Agent or as otherwise required by law. (c) The Borrower shall Each Grantor agrees, jointly and severally, to indemnify the Secured Parties and each Related Party of the Secured Parties (each such Person being called an “Indemnitee”) against, and to hold each Indemnitee (as defined harmless from, any and all losses, claims, damages, liabilities in each case on the Credit Agreement) as provided terms and conditions set forth in Section 10.07(b) 9.05 of the Credit Agreement. Without limiting the generality of the foregoing, each Grantor waives all rights for contribution and all other rights of recovery with respect to liabilities, losses, damages, costs and expenses arising under or related to Environmental, Health or Safety Requirements of Law that it might have by statute or otherwise against any Indemnitee.

Fees and Expenses; Indemnification. (a) All expenses of protecting, storing, warehousing, insuring, handling, maintaining and shipping any Collateral, all Taxes payable with respect to any Collateral (including any sale thereof), and all other payments required to be made by Secured Party to any Person to realize upon any Collateral, shall be borne and paid by the Grantors. The Borrower will forthwith upon demand pay to the Administrative AgentSecured Party: (i) the amount of any taxes that the Administrative Agent Secured Party may have been required to pay by reason of the Transaction Liens or to free any Collateral from any other Lien thereon; (ii) the amount of any and all reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation, execution and administration of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the Transactions, including, without limitation, the fees, charges and disbursements of (A) one primary counsel for the Administrative Agent and its Affiliates and (B) any local counsel to the Secured Parties retained by the Administrative AgentParty, limited to one including, if applicable, special or local counsel in each relevant applicable jurisdiction, that the Administrative Agent may incur in connection with (x) the administration or enforcement of the Security Documents, including such expenses as are incurred to preserve the value of the Collateral or the validity, perfection, rank or value of any Transaction Lien, (y) the collection, sale or other disposition of any Collateral or (z) the exercise by the Administrative Agent of any of its rights or powers under the Security Documents;appropriate; and (iii) the amount required to pay or reimburse the Secured Party for all its reasonable costs and expenses incurred in connection with the enforcement of any fees that rights under this Agreement, the Borrower shall have agreed in writing to pay to the Administrative Agent other Loan Documents and that shall have become due and payable in accordance with any such written agreement; and (iv) the amount required to defendother documents, protect, indemnify and hold harmless the Administrative Agent from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses of any kind or nature whatsoever (including, without limitation, the reasonable fees fees, charges and disbursements of counsel to the Secured Party, including, if applicable, special or local counsel in connection with any investigativeeach applicable jurisdiction, administrative or judicial proceeding, whether or as appropriate. Any such amount not paid to the Administrative Agent shall be designated a party thereto), whether or not arising Secured Party on demand will bear interest for each day thereafter until paid at the rate provided for in connection with any third party claim, imposed on, incurred by, or asserted against the Administrative Agent in any manner relating to or arising out Section 2.05 of the Security Documents, except to the extent that such loss, liability or expense is caused by or results from the Administrative Agent’s willful misconduct or gross negligence with respect to the Security Documents, as determined by the final non-appealed judgment of a court of competent jurisdiction (after giving effect to Sections 18 and 21)Credit Agreement. (b) If any transfer tax, documentary stamp tax or other tax is payable in connection with any transfer or other transaction provided for in the Security Documents, the Borrower will pay such tax and provide any required tax stamps to the Administrative Agent Secured Party or as otherwise required by law. (c) The Borrower shall indemnify the Secured Party its affiliates and the respective directors, officers, agents and employees of the foregoing (each Indemnitee (as defined an “Indemnitee”) in the Credit Agreement) as provided in accordance with Section 10.07(b) 8.05 of the Credit Agreement. Without limiting the generality of the foregoing, each Grantor waives all rights for contribution and all other rights of recovery with respect to liabilities, losses, damages, costs and expenses arising under or related to Environmental, Health or Safety Requirements of Law that it might have by statute or otherwise against any Indemnitee.

Fees and Expenses; Indemnification. (a) The Borrower will forthwith upon demand pay to the Administrative Collateral Agent: (i) the amount of any taxes that the Administrative Collateral Agent may have been required to pay by reason of the Transaction Liens or to free any Collateral from any other Lien thereonthereon (other than Permitted Liens); (ii) the amount of any and all reasonable and documented out-of-pocket feesexpenses, charges including transfer taxes and disbursements reasonable fees and expenses of (A) one primary counsel for the Administrative Agent and its Affiliates and (B) any local counsel to the Secured Parties retained by the Administrative Agent, limited to one local counsel in each relevant jurisdictionother experts, that the Administrative Collateral Agent may incur in connection with (x) the administration or enforcement of the Security Documents, including such expenses as are incurred to preserve the value of the Collateral or the validity, perfection, rank or value of any Transaction Lien, (y) the collection, sale or other disposition of any Collateral or (z) the exercise by the Administrative Collateral Agent of any of its rights or powers under the Security Documents; (iii) the amount of any fees that the Borrower shall have agreed in writing to pay to the Administrative Collateral Agent and that shall have become due and payable in accordance with such written agreement; and (iv) the amount required to defendindemnify the Collateral Agent for, protector hold it harmless and defend it against, indemnify and hold harmless the Administrative Agent from and against any and all liabilitiesloss, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses of any kind liability or nature whatsoever expense (including, without limitation, including the reasonable fees and disbursements expenses of its counsel and any experts or sub-agents appointed by it hereunder) incurred or suffered by the Collateral Agent in connection with any investigative, administrative or judicial proceeding, whether or not the Administrative Agent shall be designated a party thereto), whether or not arising in connection with any third party claim, imposed on, incurred by, or asserted against the Administrative Agent in any manner relating to or arising out of the Security Documents, except to the extent that such loss, liability or expense is caused by or results arises from the Administrative Collateral Agent’s 's gross negligence or willful misconduct or gross negligence with respect to a breach of any duty that the Security Documents, as determined by the final non-appealed judgment of a court of competent jurisdiction Collateral Agent has under this Agreement (after giving effect to Sections 18 16 and 2117). Any such amount not paid to the Collateral Agent on demand will bear interest for each day thereafter until paid at a rate per annum equal to the sum of 2% plus the rate applicable to Base Rate Loans for such day. (b) If any transfer tax, documentary stamp tax or other tax is payable in connection with any transfer or other transaction provided for in the Security Documents, the Borrower will pay such tax and provide any required tax stamps to the Administrative Collateral Agent or as otherwise required by law. (c) The Borrower shall indemnify each Indemnitee (as defined in the Credit Agreement) as provided in Section 10.07(b) of the Credit AgreementSecured Parties, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") against, and hold each Indemnitee harmless from, any and all liabilities, losses, damages, costs and expenses of any kind (including reasonable expenses of investigation by engineers, environmental consultants and similar technical personnel and reasonable fees and disbursements of counsel) arising out of, or in connection with any and all Environmental Liabilities. Without limiting the generality of the foregoing, each Lien Grantor waives all rights for contribution and all other rights of recovery with respect to liabilities, losses, damages, costs and expenses arising under or related to Environmental, Health or Safety Requirements of Law Environmental Laws that it might have by statute or otherwise against any Indemnitee.

Fees and Expenses; Indemnification. (a) 18.15.1 The Borrower will forthwith upon demand pay Company agrees to the Administrative Agent: (i) the amount of any taxes that reimburse the Administrative Agent may have been required to pay by reason and any Receiver and their respective officers and employees for its fees and expenses incurred hereunder as provided in Section 9.03(a) of the Transaction Liens or Credit Agreement; provided that each reference therein to free the “Borrower” shall be deemed to be a reference to “the Company”. 18.15.2 Without limitation of its indemnification obligations under the other Loan Documents, the Company agrees to indemnify the Administrative Agent and any Collateral from any Receiver and their respective officers and employees and the other Lien thereon; (ii) the amount of Indemnitees against, and hold each Indemnitee harmless from, any and all reasonable losses, claims, damages, liabilities and documented out-of-pocket related expenses, including the fees, charges and disbursements of (A) one primary any counsel for the Administrative Agent and its Affiliates and (B) any local counsel to the Secured Parties retained Indemnitee, incurred by or asserted against any Indemnitee by any third party or by the Administrative AgentCompany arising out of, limited to one local counsel in each relevant jurisdiction, that the Administrative Agent may incur in connection with (x) with, or as a result of, the administration execution, delivery or enforcement performance of this Deed or any actual or prospective claim, litigation, investigation or proceeding relating to any of the Security Documents, including such expenses as are incurred to preserve the value of the Collateral or the validity, perfection, rank or value of any Transaction Lien, (y) the collection, sale or other disposition of any Collateral or (z) the exercise by the Administrative Agent of any of its rights or powers under the Security Documents; (iii) the amount of any fees that the Borrower shall have agreed in writing to pay to the Administrative Agent and that shall have become due and payable in accordance with such written agreement; and (iv) the amount required to defend, protect, indemnify and hold harmless the Administrative Agent from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel in connection with any investigative, administrative or judicial proceedingforegoing, whether brought by a third party or not the Administrative Agent shall be designated by Holdings or any Subsidiary and regardless of whether any such person is a party thereto); provided that such indemnity shall not, whether or not arising in connection with as to any third party claimIndemnitee, imposed on, incurred by, or asserted against the Administrative Agent in any manner relating to or arising out of the Security Documents, except be available to the extent that such losslosses, liability claims, damages, liabilities or expense is caused by or results from the Administrative Agent’s willful misconduct or gross negligence with respect to the Security Documents, as related expenses are determined by the final non-appealed judgment of a court of competent jurisdiction (after giving effect by final, non-appealable judgment to Sections 18 and 21)have resulted from the gross negligence or wilful misconduct of, or a breach of the Loan Documents by, such Indemnitee or its Related Parties. 18.15.3 To the fullest extent permitted by applicable law, the Company shall not assert, and the Company hereby waives, any claim against any Indemnitee (bi) If for any transfer tax, documentary stamp tax damages arising from the use by others of information or other tax materials obtained through telecommunications, electronic or other information transmission systems (including the Internet), provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such damages are determined by a court of competent jurisdiction by final, non-appealable judgment to have resulted from the gross negligence or wilful misconduct of, or a breach of the Loan Documents by, such Indemnitee or its Related Parties, or (ii) 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, any Loan Document or any agreement or instrument contemplated thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. 18.15.4 The provisions of this Clause 18.15 shall remain operative and in full force and effect regardless of the termination of this Deed or any other Loan Document, the consummation of the transactions contemplated hereby or thereby, the repayment of any of the Secured Obligations, the invalidity or unenforceability of any term or provision of this Deed or any other Loan Document, or any investigation made by or on behalf of any Secured Party. All amounts due under this Section shall be payable not later than 10 Business Days after written demand therefor; provided, however, any Indemnitee shall promptly refund an indemnification payment received hereunder to the extent that there is a final judicial determination that such Indemnitee was not entitled to indemnification with respect to such payment pursuant to this Clause 18.15. Any such amounts payable as provided hereunder shall be additional Secured Obligations. 18.15.5 For the avoidance of doubt, in connection with any transfer or other transaction provided for in indemnification pursuant to this Clause 18.15. the Security Documents, the Borrower will pay such tax and provide reimbursement shall be on a full indemnity basis together with any required tax stamps to the Administrative Agent or as otherwise required by lawapplicable VAT. (c) 18.15.6 The Borrower parties to this Deed agree that a reference in this Clause 18.15 to an “Indemnitee” shall indemnify each Indemnitee (as defined in the Credit Agreement) as provided in Section 10.07(b) of the Credit Agreement. Without limiting the generality of the foregoing, each Grantor waives all rights for contribution include a reference to a Receiver and all other rights of recovery with respect to liabilities, losses, damages, costs its officers and expenses arising under or related to Environmental, Health or Safety Requirements of Law that it might have by statute or otherwise against any Indemniteeemployees.

Fees and Expenses; Indemnification. (a) The Borrower Lien Grantor will forthwith upon demand pay to the Administrative Collateral Agent: (i) the amount of any taxes that the Administrative Collateral Agent may have been required to pay by reason of the Transaction Liens or to free any Collateral from any other Lien thereon; (ii) the amount of any and all reasonable and documented out-of-pocket feesexpenses, charges including transfer taxes and disbursements reasonable and documented fees and expenses of (A) one primary counsel for the Administrative Agent and its Affiliates and (B) any local counsel to the Secured Parties retained by the Administrative Agent, limited to one local counsel in each relevant jurisdictionother experts, that the Administrative Collateral Agent may incur in connection with (x) the administration or enforcement of the Security Documents, including such expenses as are incurred to preserve the value of the Collateral or the validity, perfection, rank or value of any Transaction Lien, (y) the collection, sale or other disposition of any Collateral or (z) the exercise by the Administrative Collateral Agent of any of its rights or powers under the Security Documents; (iii) the amount of any fees that the Borrower Lien Grantor shall have agreed in writing to pay to the Administrative Collateral Agent and that shall have become due and payable in accordance with such written agreement; and (iv) the amount required to defendindemnify the Collateral Agent for, protector hold it harmless and defend it against, indemnify any loss, liability or expense (including the reasonable and hold harmless the Administrative Agent from documented fees and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses of its counsel and any kind experts or nature whatsoever (including, without limitation, sub-agents appointed by it hereunder) incurred or suffered by the reasonable fees and disbursements of counsel Collateral Agent in connection with any investigative, administrative or judicial proceeding, whether or not the Administrative Agent shall be designated a party thereto), whether or not arising in connection with any third party claim, imposed on, incurred by, or asserted against the Administrative Agent in any manner relating to or arising out of the Security Documents, except to the extent that such loss, liability or expense is caused by or results arises from the Administrative Collateral Agent’s gross negligence or willful misconduct or gross negligence with respect to a breach of any duty that the Security Documents, as determined by the final non-appealed judgment of a court of competent jurisdiction Collateral Agent has under this Agreement (after giving effect to Sections 18 10 and 2111). Any such amount not paid to the Collateral Agent on demand will bear interest for each day thereafter until paid at a rate per annum equal to the sum of 2.00% plus the Base Rate for such day plus the Applicable Rate that would, in the absence of an Event of Default, be applicable to the Base Rate Loans for such day. (b) If any transfer tax, documentary stamp tax or other tax is payable in connection with any transfer or other transaction provided for in the Security Documents, the Borrower Lien Grantor will pay such tax and provide any required tax stamps to the Administrative Collateral Agent or as otherwise required by law. (c) The Borrower shall indemnify each Indemnitee (as defined in the Credit Agreement) as provided in Section 10.07(b) of the Credit Agreement. Without limiting the generality of the foregoing, each Grantor waives all rights for contribution and all other rights of recovery with respect to liabilities, losses, damages, costs and expenses arising under or related to Environmental, Health or Safety Requirements of Law that it might have by statute or otherwise against any Indemnitee.

Fees and Expenses; Indemnification. (a) The Borrower will forthwith upon demand pay Guarantor agrees to the Administrative Agent: (i) the amount of any taxes that reimburse the Administrative Agent may have been required for its fees and expenses incurred hereunder to pay by reason the extent provided in Section 10.04 of the Transaction Liens or Credit Agreement; provided that each reference therein to free any Collateral from the “Borrowers” shall be deemed to be a reference to the “Guarantor”. (b) Without limitation of any other Lien thereon; (ii) Obligations of the amount Guarantor or remedies of any and all reasonable and documented out-of-pocket fees, charges and disbursements of (A) one primary counsel for the Administrative Agent and its Affiliates and (B) any local counsel to the Secured Parties retained by under this Guaranty, the Administrative AgentGuarantor shall, limited to one local counsel in each relevant jurisdiction, that the Administrative Agent may incur in connection with (x) the administration or enforcement of the Security Documents, including such expenses as are incurred to preserve the value of the Collateral or the validity, perfection, rank or value of any Transaction Lien, (y) the collection, sale or other disposition of any Collateral or (z) the exercise by the Administrative Agent of any of its rights or powers under the Security Documents; (iii) the amount of any fees that the Borrower shall have agreed in writing to pay to the Administrative Agent fullest extent permitted by applicable law, indemnify, defend and that shall have become due and payable in accordance with such written agreement; and (iv) the amount required to defend, protect, indemnify save and hold harmless the Administrative Agent each Indemnitee from and against against, and shall pay as and when incurred, any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, claimscosts (including settlement costs), costsdisbursements, and reasonable and documented or invoiced out-of-pocket fees and expenses (including the fees, disbursements and other charges of (i) one counsel to the Indemnitees taken as a whole, (ii) in the case of an actual or perceived conflict of interest, where the Indemnitee affected by such conflict informs the Borrowers of such conflict and thereafter retains its own counsel, of another firm of counsel for each such affected Indemnitee and (iii) if necessary, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and special counsel for each relevant specialty) of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel in connection with which may at any investigative, administrative or judicial proceeding, whether or not the Administrative Agent shall time be designated a party thereto), whether or not arising in connection with any third party claim, imposed on, incurred by, by or asserted or awarded against the Administrative Agent any such Indemnitee in any manner way relating to or arising out of the Security Documents, except to the extent that such loss, liability or expense is caused by or results from the Administrative Agent’s willful misconduct or gross negligence with respect to the Security Documents, as determined by the final non-appealed judgment of a court of competent jurisdiction (after giving effect to Sections 18 and 21). (b) If any transfer tax, documentary stamp tax or other tax is payable in connection with any transfer or other transaction provided for in the Security Documents, the Borrower will pay such tax and provide any required tax stamps to the Administrative Agent or as otherwise required by lawa result of any failure of any Guaranteed Obligations to be the legal, valid, binding obligations of any Loan Party enforceable against such Loan Party in accordance with its terms. (c) The Borrower shall indemnify each Indemnitee (as defined in the Credit Agreement) Any such amounts payable as provided hereunder shall be additional Guaranteed Obligations guaranteed hereby and secured by the Collateral Documents. The provisions of this Section 13 shall remain operative and in Section 10.07(b) full force and effect regardless of the Credit termination of this Guaranty, any other Loan Document, any Letter of Credit, any Secured Hedge Agreement or any Secured Cash Management Agreement. Without limiting , the generality consummation of the foregoingtransactions contemplated hereby, each Grantor waives all rights for contribution and all the repayment of any of the Guaranteed Obligations, the invalidity or unenforceability of any term or provision of this Guaranty or any other rights Loan Document or any document governing any of recovery with respect to liabilities, losses, damages, costs and expenses the Obligations arising under any Secured Hedge Agreements or related to Environmentalany Secured Cash Management Agreement, Health any resignation of the Administrative Agent or Safety Requirements the Collateral Agent or any investigation made by or on behalf of Law that it might have by statute the Administrative Agent or otherwise against any Indemniteeother Secured Party. All amounts due under this Section 13 shall be payable within twenty (20) Business Days after written demand therefor.

Fees and Expenses; Indemnification. (a) The Borrower will forthwith upon demand pay to Without limiting any of their obligations under the Administrative Agent: (i) Credit Agreement or the amount other Loan Documents, and without duplication of any taxes that fees, expenses or indemnification provided for under the Administrative Agent may have been required to Credit Agreement and the other Loan Documents, the Grantors jointly and severally shall pay by reason of the Transaction Liens or to free any Collateral from any other Lien thereon; (ii) the amount of any and all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, including the reasonable fees, charges and disbursements of (A) one primary counsel for the Administrative Agent and its Affiliates and (B) any local counsel to the Secured Parties retained by and outside consultants for the Administrative Agent, limited to one local counsel within fifteen (15) Business Days after receipt of an invoice therefore setting forth such expenses in each relevant jurisdictionreasonable detail, that the Administrative Agent may incur in connection with (xi) the administration of this Agreement, (ii) the custody or enforcement of preservation of, or the Security Documentssale of, including such expenses as are incurred to preserve the value collection from or other realization upon any of the Collateral or and/or the validity▇▇▇▇▇▇▇▇ Collateral, perfection, rank or value of any Transaction Lien, (y) the collection, sale or other disposition of any Collateral or (z) the exercise by the Administrative Agent of any of its rights or powers under the Security Documents; (iii) the amount exercise, enforcement or protection of any fees that of the Borrower shall have agreed in writing to pay to the Administrative Agent Agent’s Rights and that shall have become due and payable in accordance with such written agreement; and Remedies hereunder or (iv) the amount required to defend, protect, indemnify and hold harmless the Administrative Agent from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses failure of any kind Grantor to perform or nature whatsoever (includingobserve any of the provisions hereof; provided, without limitationthat in the event the Grantors have a bona fide dispute with any such expenses, payment of such disputed amounts shall not be required until the earlier of the date such dispute is resolved to the reasonable fees satisfaction of the Grantors or thirty (30) days after receipt of any such invoice (and disbursements of counsel in connection with any investigative, administrative or judicial proceeding, whether or not the Administrative Agent such disputed amount which is so paid shall be designated subject to a party thereto), whether or not arising in connection with any third party claim, imposed on, incurred by, or asserted against the Administrative Agent in any manner relating to or arising out reservation of the Security Documents, except to the extent that such loss, liability or expense is caused by or results from the Administrative Agent’s willful misconduct or gross negligence Grantors’ rights with respect to the Security Documents, as determined by the final non-appealed judgment of a court of competent jurisdiction (after giving effect to Sections 18 and 21thereto). (b) If Without limiting any transfer taxof their indemnification obligations under the Credit Agreement or the other Loan Documents, documentary stamp tax and without duplication of any fees, expenses or indemnification provided for under the Credit Agreement and the other tax Loan Documents, each Grantor, shall, jointly and severally, indemnify the Secured Parties and each of their Subsidiaries and Affiliates, and each of the respective stockholders, directors, officers, employees, agents, attorneys, and advisors of any of the foregoing Persons (each such Person being called an “In-demnitee”) against, and hold each Indemnitee harmless from, any and all damages, actual out-of-pocket losses, claims, actions, causes of action, settlement payments, obligations, liabilities and related expenses, including the reasonable fees, charges and disbursements of one counsel for the Agents and one counsel for all other Indemnitees (other than the Agents), incurred, suffered, sustained or required to be paid by, or asserted against, any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document, the performance by any Grantor of its obligations under this Agreement or any other Loan Document, or the consummation of the transactions contemplated by the Loan Documents or any other transactions contemplated hereby, or (ii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing or to the Collateral, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is payable in a party thereto; provided, however, that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (w) are determined by a court of competent jurisdiction or another independent tribunal having jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of any Agent or such Indemnitee or any Affiliate of such Indemnitee (or any officer, director, employee, advisor or agent of such Indemnitee or any such Indemnitee’s Affiliates), (x) are relating to disputes among Indemnitees, (y) are determined by a court of competent jurisdiction or another independent tribunal having jurisdiction to have resulted from a breach by such Indemnitee of its obligations to a Loan Party, or (z) which constitute indirect, consequential, special or punitive damages. In connection with any transfer or other transaction provided for in the Security Documentsindemnified claim hereunder, the Borrower will Indemnitee shall be entitled to select its own counsel and the Grantors shall promptly pay the reasonable fees and expenses of such tax and provide any required tax stamps to the Administrative Agent or as otherwise required by lawcounsel. (c) The Borrower shall indemnify each Indemnitee (as defined in the Credit Agreement) Any such amounts payable as provided hereunder shall be additional Secured Obligations secured hereby and by the other Security Documents. The provisions of this Section 8.6 shall remain operative and in Section 10.07(b) full force and effect regardless of the Credit Agreement. Without limiting termination of this Agreement or any other Loan Document, the generality consummation of the foregoingtransactions contemplated hereby or thereby, each Grantor waives the repayment of the Loans and the termination of the Commitments, the payment of all rights for contribution fees and all other rights Secured Obligations, the invalidity or unenforceability of recovery with respect to liabilitiesany term or provision of this Agreement or any other Loan Document, losses, damages, costs and expenses arising or any investigation made by or on behalf of any Secured Party. All amounts due under or related to Environmental, Health or Safety Requirements of Law that it might have by statute or otherwise against any Indemniteethis Section 8.6 shall be payable promptly after written demand therefor.

Fees and Expenses; Indemnification. (a) The Borrower will forthwith upon demand pay to Without limiting any of their obligations under the Administrative Agent: (i) Credit Agreement or the amount other Loan Documents, and without duplication of any taxes that fees, expenses or indemnification provided for under the Administrative Agent may have been required to Credit Agreement and the other Loan Documents, the Grantors jointly and severally shall pay by reason of the Transaction Liens or to free any Collateral from any other Lien thereon; (ii) the amount of any and all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, including the reasonable fees, charges and disbursements of (A) one primary any counsel and outside consultants for the Administrative Agent and its Affiliates and (B) any local counsel to the Secured Parties retained by the Administrative Agent, limited to one local counsel within fifteen (15) Business Days after receipt of an invoice therefore setting forth such expenses in each relevant jurisdictionreasonable detail, that the Administrative Agent may incur in connection with (xi) the administration of this Agreement, (ii) the custody or enforcement of preservation of, or the Security Documentssale of, including such expenses as are incurred to preserve the value collection from or other realization upon any of the Collateral or and/or the validity▇▇▇▇▇▇▇▇ Collateral, perfection, rank or value of any Transaction Lien, (y) the collection, sale or other disposition of any Collateral or (z) the exercise by the Administrative Agent of any of its rights or powers under the Security Documents; (iii) the amount exercise, enforcement or protection of any fees that of the Borrower shall have agreed in writing to pay to the Administrative Agent Agent’s Rights and that shall have become due and payable in accordance with such written agreement; and Remedies hereunder or (iv) the amount required to defend, protect, indemnify and hold harmless the Administrative Agent from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses failure of any kind Grantor to perform or nature whatsoever (includingobserve any of the provisions hereof; provided that in the event the Grantors have a bona fide dispute with any such expenses, without limitation, payment of such disputed amounts shall not be required until the earlier of the date such dispute is resolved to the reasonable fees satisfaction of the Grantors or thirty (30) days after receipt of any such invoice (and disbursements of counsel in connection with any investigative, administrative or judicial proceeding, whether or not the Administrative Agent such disputed amount which is so paid shall be designated subject to a party thereto), whether or not arising in connection with any third party claim, imposed on, incurred by, or asserted against the Administrative Agent in any manner relating to or arising out reservation of the Security Documents, except to the extent that such loss, liability or expense is caused by or results from the Administrative Agent’s willful misconduct or gross negligence Grantors’ rights with respect to the Security Documents, as determined by the final non-appealed judgment of a court of competent jurisdiction (after giving effect to Sections 18 and 21thereto). (b) If Without limiting any transfer taxof their indemnification obligations under the Credit Agreement or the other Loan Documents, documentary stamp tax and without duplication of any fees, expenses or indemnification provided for under the Credit Agreement and the other tax Loan Documents, each Grantor, shall, jointly and severally, indemnify the Secured Parties and each of their Subsidiaries and Affiliates, and each of the respective stockholders, directors, officers, employees, agents, attorneys, and advisors of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all damages, actual out-of- pocket losses, claims, actions, causes of action, settlement payments, obligations, liabilities and related expenses, including the reasonable fees, charges and disbursements of one counsel for the Agents and one counsel for all other Indemnitees (other than the Agents), incurred, suffered, sustained or required to be paid by, or asserted against, any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document, the performance by any Grantor of its obligations under this Agreement or any other Loan Document, or the consummation of the transactions contemplated by the Loan Documents or any other transactions contemplated hereby, or (ii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing or to the Collateral, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is payable a party thereto; provided, however, that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (w) are determined by a court of competent jurisdiction or another independent tribunal having jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of any Agent or such Indemnitee or any Affiliate of such Indemnitee (or any officer, director, employee, advisor or agent of such Indemnitee or any such Indemnitee’s Affiliates), (x) are relating to disputes among Indemnitees, or (y) are determined by a court of competent jurisdiction or another independent tribunal having jurisdiction to have resulted from a breach by such Indemnitee of its obligations to a Loan Party. No party hereto shall be liable to any other party hereto for any indirect, consequential, special or punitive damages except, in the case of any Grantor, to the extent such Grantor is otherwise required to provide indemnification pursuant to this Section 8.6(b). In connection with any transfer or other transaction provided for in the Security Documentsindemnified claim hereunder, the Borrower will Indemnitee shall be entitled to select its own counsel and the Grantors shall promptly pay the reasonable fees and expenses of such tax and provide any required tax stamps to the Administrative Agent or as otherwise required by lawcounsel. (c) The Borrower shall indemnify each Indemnitee (as defined in the Credit Agreement) Any such amounts payable as provided hereunder shall be additional Secured Obligations secured hereby and by the other Security Documents. The provisions of this Section 8.6 shall remain operative and in Section 10.07(b) full force and effect regardless of the Credit Agreement. Without limiting termination of this Agreement or any other Loan Document, the generality consummation of the foregoingtransactions contemplated hereby or thereby, each Grantor waives the repayment of the Loans and the termination of the Commitments, the payment of all rights for contribution fees and all other rights Secured Obligations, the invalidity or unenforceability of recovery with respect to liabilitiesany term or provision of this Agreement or any other Loan Document, losses, damages, costs and expenses arising or any investigation made by or on behalf of any Secured Party. All amounts due under or related to Environmental, Health or Safety Requirements of Law that it might have by statute or otherwise against any Indemniteethis Section 8.6 shall be payable promptly after written demand therefor.

Fees and Expenses; Indemnification. (a) The Borrower will forthwith upon demand pay Each Subsidiary Guarantor, jointly and severally, agrees to the Administrative Agent: (i) the amount of any taxes that reimburse the Administrative Agent may have been required for its fees and expenses incurred hereunder to pay by reason the extent provided in Section 10.04 of the Transaction Liens or Credit Agreement; provided that each reference therein to free any Collateral from the “Borrower” shall be deemed to be a reference to the “Subsidiary Guarantors.” (b) Without limitation of any other Lien thereon; (ii) the amount Obligations of any and all reasonable and documented out-of-pocket fees, charges and disbursements Subsidiary Guarantor or remedies of (A) one primary counsel for the Administrative Agent and its Affiliates and (B) any local counsel to the Secured Parties retained by the Administrative Agentunder this Guaranty, limited to one local counsel in each relevant jurisdictionSubsidiary Guarantor shall, that the Administrative Agent may incur in connection with (x) the administration or enforcement of the Security Documents, including such expenses as are incurred to preserve the value of the Collateral or the validity, perfection, rank or value of any Transaction Lien, (y) the collection, sale or other disposition of any Collateral or (z) the exercise by the Administrative Agent of any of its rights or powers under the Security Documents; (iii) the amount of any fees that the Borrower shall have agreed in writing to pay to the Administrative Agent fullest extent permitted by applicable law, indemnify, defend and that shall have become due and payable in accordance with such written agreement; and (iv) the amount required to defend, protect, indemnify save and hold harmless the Administrative Agent each Indemnitee from and against against, and shall pay as and when incurred, any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, claimscosts (including settlement costs), costsdisbursements, and reasonable and documented or invoiced out-of-pocket fees and expenses (including the reasonable and documented out-of-pocket fees, disbursements and other charges of (i) one counsel to the Indemnitees taken as a whole, (ii) in the case of an actual or perceived conflict of interest, where the Indemnitee affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for each such affected Indemnitee in each relevant jurisdiction material to the interests of the Lenders and (iii) if reasonably necessary, one local counsel in each jurisdiction material to the interests of the Indemnitees (which may include a single special counsel acting in multiple jurisdictions) and special counsel for each relevant specialty) of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel in connection with which may at any investigative, administrative or judicial proceeding, whether or not the Administrative Agent shall time be designated a party thereto), whether or not arising in connection with any third party claim, imposed on, incurred by, by or asserted or awarded against the Administrative Agent any such Indemnitee in any manner way relating to or arising out of or in connection with or as a result of any failure of any Guaranteed Obligations to be the Security Documentslegal, except valid, binding obligations of any Loan Party enforceable against such Loan Party in accordance with its terms; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such lossliabilities, liability obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, disbursements, fees or expense is caused by or results from the Administrative Agent’s willful misconduct or gross negligence with respect to the Security Documents, as related expenses are determined by the final non-appealed judgment of a court of competent jurisdiction in a final and non-appealable judgment to have resulted from (after giving effect to Sections 18 A) the bad faith, gross negligence or willful misconduct of such Indemnitee or any of its Affiliates or controlling persons or any of the officers, directors, employees, agents, advisors, or members of any of the foregoing, as determined by a court of competent jurisdiction in a final and 21). non- appealable decision, (bB) If a material breach of the Loan Documents by such Indemnitee, as determined by a court of competent jurisdiction in a final and nonappealable decision or (C) any transfer tax, documentary stamp tax or dispute that is among Indemnitees (other tax is payable in connection with than any transfer or other transaction provided for in the Security Documents, the Borrower will pay such tax and provide any required tax stamps to dispute involving claims against the Administrative Agent, any Arranger or any other Agent or any L/C Issuer, in each case in their respective capacities as otherwise required by lawsuch) that a court of competent jurisdiction has determined in a final and non-appealable judgment did not involve actions or omissions of Parent Borrower or its Subsidiaries or any of their respective Affiliates. (c) The Borrower shall indemnify each Indemnitee (as defined in the Credit Agreement) Any such amounts payable as provided hereunder shall be additional Guaranteed Obligations guaranteed hereby and secured by the Collateral Documents. The provisions of this Section 13 shall remain operative and in Section 10.07(b) full force and effect regardless of the Credit termination of this Guaranty, any other Loan Document, any Letter of Credit, any Secured Hedge Agreement or any Secured Cash Management Agreement. Without limiting , the generality consummation of the foregoingtransactions contemplated hereby, each Grantor waives all rights for contribution and all the repayment of any of the other rights Guaranteed Obligations, the invalidity or unenforceability of recovery with respect to liabilities, losses, damages, costs and expenses any term or provision of this Guaranty or any other Loan Document or any document governing any of the Obligations arising under any Secured Hedge Agreements or related to Environmentalany Secured Cash Management Agreement, Health any resignation or Safety Requirements removal of Law that it might have the Administrative Agent or the Collateral Agent or any investigation made by statute or otherwise against on behalf of the Administrative Agent or any Indemniteeother Secured Party. All amounts due under this Section 13 shall be payable within twenty (20) Business Days after written demand therefor.

Fees and Expenses; Indemnification. (a) The Borrower will forthwith upon demand pay to the Administrative Agent, within 30 days of written demand therefor: (i) the amount of any taxes that the Administrative Agent may have been required to pay by reason of the Transaction Liens or to free any Collateral from any other Lien thereonthereon (other than Permitted Liens); (ii) the amount of any and all reasonable and documented out-of-pocket feesexpenses, charges including transfer taxes and disbursements reasonable fees and expenses of (A) one primary counsel for the Administrative Agent and its Affiliates and (B) any local counsel to the Secured Parties retained by the Administrative Agent, limited to one local counsel in each relevant jurisdictionother experts, that the Administrative Agent may incur in connection with (x) the administration or enforcement of the Security Collateral Documents, including such expenses as are incurred to preserve the value of the Collateral or the validity, perfection, rank or value of any Transaction Lien, (y) the collection, sale or other disposition of any Collateral or (z) the exercise by the Administrative Agent of any of its rights or powers under the Security Collateral Documents; (iii) the amount of any fees that the Borrower shall have agreed in writing to pay to the Administrative Agent and that shall have become due and payable in accordance with such written agreement; and (iv) the amount required to defend, protect, indemnify and hold harmless the Administrative Agent from for, or hold it harmless and against defend it against, any and all liabilitiesloss, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses of any kind liability or nature whatsoever expense (including, without limitation, including the reasonable fees and disbursements expenses of its counsel in connection with and any investigative, administrative experts or judicial proceeding, whether sub-agents appointed by it hereunder) incurred or not the Administrative Agent shall be designated a party thereto), whether or not arising in connection with any third party claim, imposed on, incurred by, or asserted against suffered by the Administrative Agent in any manner relating to or arising out of connection with the Security Collateral Documents, except to the extent that such loss, liability or expense is caused by or results arises from the Administrative Agent’s 's gross negligence or willful misconduct or gross negligence with respect to a breach of any duty that the Security Documents, as determined by the final non-appealed judgment of a court of competent jurisdiction Administrative Agent has under this Agreement (after giving effect to Sections 18 15 and 2116). Any such amount not paid to the Administrative Agent within said 30 day period will bear interest for each day thereafter until paid at a rate per annum equal to the sum of 2% plus the rate applicable to ABR Loans for such day. (b) If any transfer tax, documentary stamp tax or other tax is payable in connection with any transfer or other transaction provided for in the Security Collateral Documents, the Borrower will pay such tax and provide any required tax stamps to the Administrative Agent or as otherwise required by law. (c) The Borrower shall indemnify each Indemnitee (as defined in the Credit Agreement) as provided in Section 10.07(b) of the Credit AgreementSecured Parties, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") against, and hold each Indemnitee harmless from, any and all liabilities, losses, damages, costs and expenses of any kind (including reasonable expenses of investigation by engineers, environmental consultants and similar technical personnel and reasonable fees and disbursements of counsel) arising out of, or in connection with any and all Environmental Liabilities. Without limiting the generality of the foregoing, each Lien Grantor waives all rights for contribution and all other rights of recovery with respect to liabilities, losses, damages, costs and expenses arising under or related to Environmental, Health or Safety Requirements of Law Environmental Laws that it might have by statute or otherwise against any Indemnitee, except to the extent such Environmental Liabilities are directly attributable to such Indemnitee.

Fees and Expenses; Indemnification. (a) The Borrower will forthwith upon demand pay to the Administrative Agent: (i) the amount of any taxes that the Administrative Agent may have been required to pay by reason of the Transaction Liens or to free any Collateral from any other Lien thereon; (ii) the amount of any and all reasonable and documented out-of-pocket feesexpenses, charges including transfer taxes and disbursements reasonable fees and expenses of (A) one primary counsel for the Administrative Agent and its Affiliates and (B) any local counsel to the Secured Parties retained by the Administrative Agent, limited to one local counsel in each relevant jurisdictionother experts, that the Administrative Agent may incur in connection with (x) the administration or enforcement of the Security Documents, including such expenses as are incurred to preserve the value of the Collateral or the validity, perfection, rank or value of any Transaction Lien, (y) the collection, sale or other disposition of any Collateral or (z) the exercise by the Administrative Agent of any of its rights or powers under the Security Documents; (iii) the amount of any fees that the Borrower shall have agreed in writing to pay to the Administrative Agent and that shall have become due and payable in accordance with such written agreement; and (iv) the amount required to defend, protect, indemnify and hold harmless the Administrative Agent from for, or hold it harmless and against defend it against, any and all liabilitiesloss, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses of any kind liability or nature whatsoever expense (including, without limitation, including the reasonable fees and disbursements expenses of its counsel in connection with and any investigative, administrative experts or judicial proceeding, whether sub-agents appointed by it hereunder) incurred or not the Administrative Agent shall be designated a party thereto), whether or not arising in connection with any third party claim, imposed on, incurred by, or asserted against suffered by the Administrative Agent in any manner relating to or arising out of connection with the Security Documents, except to the extent that such loss, liability or expense is caused by or results arises from the Administrative Agent’s gross negligence or willful misconduct or gross negligence with respect to a breach of any duty that the Security Documents, as determined by the final non-appealed judgment of a court of competent jurisdiction Administrative Agent has under this Agreement (after giving effect to Sections 18 19 and 2120). (b) If any transfer tax, documentary stamp tax or other similar tax is payable in connection with any transfer or other transaction provided for in the Security Documents, the Borrower will pay such tax and provide any required tax stamps to the Administrative Agent or as otherwise required by law. (c) The Borrower shall indemnify each Indemnitee (of the Secured Parties that are not Lender Parties, including any counterparties to Secured Hedging Agreements, to the same extent as defined in it shall indemnify the Credit Agreement) as provided in Lender Parties pursuant to Section 10.07(b9.03(b) of the Credit Agreement. Without limiting the generality of the foregoing, each Grantor waives all rights for contribution and all other rights of recovery with respect to liabilities, losses, damages, costs and expenses arising under or related to Environmental, Health or Safety Requirements of Law that it might have by statute or otherwise against any Indemnitee.

Fees and Expenses; Indemnification. (a) The Borrower will forthwith upon demand pay to the Administrative Agent: (i) the amount of any taxes that the Administrative Agent may have been required to pay by reason of the Transaction Liens or to free any Collateral from any other Lien thereon; (ii) the amount of any and all reasonable and documented out-of-pocket fees, charges and disbursements of (Aii) one primary counsel for the Administrative Agent and its Affiliates and (Biii) any local counsel to the Secured Parties retained by the Administrative Agent, limited to one local counsel in each relevant jurisdiction, that the Administrative Agent may incur in connection with (x) the administration or enforcement of the Security Documents, including such expenses as are incurred to preserve the value of the Collateral or the validity, perfection, rank or value of any Transaction Lien, (y) the collection, sale or other disposition of any Collateral or (z) the exercise by the Administrative Agent of any of its rights or powers under the Security Documents; (iii) the amount of any fees that the Borrower shall have agreed in writing to pay to the Administrative Agent and that shall have become due and payable in accordance with such written agreement; and (iv) the amount required to defend, protect, indemnify and hold harmless the Administrative Agent from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel in connection with any investigative, administrative or judicial proceeding, whether or not the Administrative Agent shall be designated a party thereto), whether or not arising in connection with any third party claim, imposed on, incurred by, or asserted against the Administrative Agent in any manner relating to or arising out of the Security Documents, except to the extent that such loss, liability or expense is caused by or results from the Administrative Agent’s willful misconduct or gross negligence with respect to the Security Documents, as determined by the final non-appealed judgment of a court of competent jurisdiction (after giving effect to Sections 18 and 21). (b) If any transfer tax, documentary stamp tax or other tax is payable in connection with any transfer or other transaction provided for in the Security Documents, the Borrower will pay such tax and provide any required tax stamps to the Administrative Agent or as otherwise required by law. (c) The Borrower shall indemnify each Indemnitee (as defined in the Credit Agreement) as provided in accordance with Section 10.07(b) of the Credit Agreement. Without limiting the generality of the foregoing, each Grantor waives all rights for contribution and all other rights of recovery with respect to liabilities, losses, damages, costs and expenses arising under or related to Environmental, Health or Safety Requirements of Law that it might have by statute or otherwise against any Indemnitee.

Fees and Expenses; Indemnification. (a) The Borrower will forthwith upon demand pay to the Administrative Agent: (i) the amount of any taxes that the Administrative Agent may have been required to pay by reason of the Transaction Liens or to free any Collateral from any other Lien thereon; (ii) the amount of any and all reasonable and documented out-of-pocket feesexpenses, charges including transfer taxes and disbursements reasonable fees and expenses of (A) one primary counsel for the Administrative Agent and its Affiliates and (B) any local counsel to the Secured Parties retained by the Administrative Agent, limited to one local counsel in each relevant jurisdictionother experts, that the Administrative Agent may incur in connection with (x) the administration or enforcement of the Security Documents, including such expenses as are incurred to preserve the value of the Collateral or the validity, perfection, rank or value of any Transaction Lien, (y) the collection, sale or other disposition of any Collateral or (z) the exercise by the Administrative Agent of any of its rights or powers under the Security Documents; (iii) the amount of any fees that the Borrower shall have agreed in writing to pay to the Administrative Agent and that shall have become due and payable in accordance with such written agreement; and (iv) the amount required to defend, protect, indemnify and hold harmless the Administrative Agent from for, or hold it harmless and against defend it against, any and all liabilitiesloss, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses of any kind liability or nature whatsoever expense (including, without limitation, including the reasonable fees and disbursements expenses of its counsel in connection with and any investigative, administrative experts or judicial proceeding, whether sub-agents appointed by it hereunder) incurred or not the Administrative Agent shall be designated a party thereto), whether or not arising in connection with any third party claim, imposed on, incurred by, or asserted against suffered by the Administrative Agent in any manner relating to or arising out of connection with the Security Documents, except to the extent that such loss, liability or expense is caused by or results arises from the Administrative Agent’s 's gross negligence or willful misconduct or gross negligence with respect to a breach of any duty that the Security Documents, as determined by the final non-appealed judgment of a court of competent jurisdiction Administrative Agent has under this Agreement (after giving effect to Sections 18 19 and 2120). (b) If any transfer tax, documentary stamp tax or other similar tax is payable in connection with any transfer or other transaction provided for in the Security Documents, the Borrower will pay such tax and provide any required tax stamps to the Administrative Agent or as otherwise required by law. (c) The Borrower shall indemnify each Indemnitee (of the Secured Parties that are not Lender Parties, including any counterparties to Secured Hedging Agreements, to the same extent as defined in it shall indemnify the Credit Agreement) as provided in Lender Parties pursuant to Section 10.07(b9.03(b) of the Credit Agreement. Without limiting the generality of the foregoing, each Grantor waives all rights for contribution and all other rights of recovery with respect to liabilities, losses, damages, costs and expenses arising under or related to Environmental, Health or Safety Requirements of Law that it might have by statute or otherwise against any Indemnitee.

Fees and Expenses; Indemnification. (a) The Borrower Issuer will forthwith upon demand pay to the Administrative Collateral Agent: (i) the amount of any taxes that the Administrative Collateral Agent may have been required to pay by reason of the Transaction Liens or to free any Collateral from any other Lien thereon; (ii) the amount of any and all reasonable and documented out-of-pocket feesexpenses, charges including transfer taxes and disbursements reasonable fees and expenses of (A) one primary counsel for the Administrative Agent and its Affiliates and (B) any local counsel to the Secured Parties retained by the Administrative Agent, limited to one local counsel in each relevant jurisdictionother experts, that the Administrative Collateral Agent may incur in connection with (x) the administration or enforcement of the Security Documents, including such expenses as are incurred to preserve the value of the Collateral or the validity, perfection, rank or value of any Transaction Lien, (y) the collection, sale or other disposition of any Collateral or (z) the exercise by the Administrative Collateral Agent of any of its rights or powers under the Security Documents; (iii) the amount of any fees that the Borrower Issuer shall have agreed in writing to pay to the Administrative Collateral Agent and that shall have become due and payable in accordance with such written agreement; and (iv) the amount required to defendindemnify the Collateral Agent for, protector hold it harmless and defend it against, indemnify and hold harmless the Administrative Agent from and against any and all liabilitiesloss, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses of any kind liability or nature whatsoever expense (including, without limitation, including the reasonable fees and disbursements expenses of its counsel and any experts or sub-agents appointed by it hereunder) incurred or suffered by the Collateral Agent in connection with any investigative, administrative or judicial proceeding, whether or not the Administrative Agent shall be designated a party thereto), whether or not arising in connection with any third party claim, imposed on, incurred by, or asserted against the Administrative Agent in any manner relating to or arising out of the Security Documents, except to the extent that such loss, liability or expense is caused by or results arises from the Administrative Collateral Agent’s gross negligence or willful misconduct or gross negligence with respect to a breach of any duty that the Security Documents, as determined by the final non-appealed judgment of a court of competent jurisdiction Collateral Agent has under this Agreement (after giving effect to Sections 18 17 and 2118). (b) If any transfer tax, documentary stamp tax or other tax is payable in connection with any transfer or other transaction provided for in the Security Documents, the Borrower Issuer will pay such tax and provide any required tax stamps to the Administrative Collateral Agent or as otherwise required by law. (c) The Borrower Issuer shall indemnify each Indemnitee (as defined in the Credit Agreement) as provided in Section 10.07(b) of the Credit AgreementSecured Parties, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all liabilities, losses, damages, costs and expenses of any kind (including reasonable expenses of investigation by engineers, environmental consultants and similar technical personnel and reasonable fees and disbursements of counsel) arising out of, or in connection with any and all Environmental Liabilities. Without limiting the generality of the foregoing, each Lien Grantor waives all rights for contribution and all other rights of recovery with respect to liabilities, losses, damages, costs and expenses arising under or related to Environmental, Health or Safety Requirements of Law Environmental Laws that it might have by statute or otherwise against any Indemnitee.

Fees and Expenses; Indemnification. (a) The Borrower Issuer and the Guarantors will jointly and severally forthwith upon demand pay to the Administrative Collateral Agent: (i) the amount of any taxes that the Administrative Collateral Agent may have been required to pay by reason of the Transaction Liens or to free any Collateral from any other Lien thereon; (ii) the amount of any and all reasonable and documented out-of-pocket feesexpenses, charges including transfer taxes and disbursements reasonable fees and expenses of (A) one primary counsel for the Administrative Agent and its Affiliates and (B) any local counsel to the Secured Parties retained by the Administrative Agent, limited to one local counsel in each relevant jurisdictionother experts, that the Administrative Collateral Agent may incur in connection with (x) the administration or enforcement of the Security Documentsthis Agreement, including such expenses as are incurred to preserve the value of the Collateral or the validity, perfection, rank or value of any Transaction Lien, (y) the collection, sale or other disposition of any Collateral or (z) the exercise by the Administrative Collateral Agent of any of its rights or powers under the Security Documentsthis Agreement or any other Note Document; (iii) the amount of any fees that the Borrower Issuer shall have agreed in writing to pay to the Administrative Collateral Agent and that shall have become due and payable in accordance with such written agreement; and (iv) the amount required to defendindemnify the Collateral Agent for, protector hold it harmless and defend it against, indemnify and hold harmless the Administrative Agent from and against any and all liabilitiesloss, obligationsliability, lossesclaim, damagesdamage, injuries, penalties, actionsaction, suits, judgments, suits, claims, costs, expenses of any kind costs or nature whatsoever expense (including, without limitation, including the reasonable fees and disbursements expenses of its counsel and any experts or sub-agents appointed by it hereunder) incurred or suffered by the Collateral Agent in connection with any investigative, administrative this Agreement or judicial proceeding, whether or not the Administrative Agent shall be designated a party thereto), whether or not arising in connection with any third party claim, imposed on, incurred by, or asserted against the Administrative Agent in any manner relating to or arising out of the Security other Note Documents, except to the extent that such loss, liability or expense is caused by or results arises from the Administrative Collateral Agent’s gross negligence or willful misconduct or gross negligence with respect to the Security Documents, as determined by the a final non-appealed judgment of issued by a court of competent jurisdiction (after giving effect no longer subject to Sections 18 and 21)appeal or review. (b) If any transfer tax, documentary stamp tax or other tax is payable in connection with any transfer or other transaction provided for in the Security Documentsthis Agreement, the Borrower Issuer will pay such tax and provide any required tax stamps to the Administrative Collateral Agent or as otherwise required by law. (c) The Borrower Issuer shall indemnify each Indemnitee (as defined in the Credit Agreement) as provided in Section 10.07(b) of the Credit AgreementSecured Parties, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all liabilities, losses, damages, costs and expenses of any kind (including reasonable expenses of investigation by engineers, environmental consultants and similar technical personnel and reasonable fees and ​ ​ disbursements of counsel) arising out of, or in connection with any and all Environmental Liabilities. Without limiting the generality of the foregoing, each Grantor waives all rights for contribution and all other rights of recovery with respect to liabilities, losses, damages, costs and expenses arising under or related to Environmental, Health or Safety Requirements of Law Environmental Laws that it might have by statute or otherwise against any Indemnitee. (d) The obligations of the Issuer under this Section 16 shall survive the termination of this Agreement and/or any resignation or removal of the Collateral Agent.

Fees and Expenses; Indemnification. (a) The Borrower will forthwith Each Grantor agrees, jointly and severally, promptly upon demand demand, to pay to the Administrative Collateral Agent: (i) the amount of any taxes that the Administrative Collateral Agent may have been required to pay by reason of the Transaction Liens or to free any Collateral from any other Lien thereon; (ii) the amount of any and all reasonable and documented or invoiced out-of-pocket fees, charges fees and disbursements expenses (including transfer taxes and reasonable fees and expenses of (Aexperts) one primary counsel for the Administrative Agent and its Affiliates and (B) any local counsel to the Secured Parties retained incurred by the Administrative Agent, limited to one local counsel in each relevant jurisdiction, that the Administrative Collateral Agent may incur (or its Affiliates) in connection with (x) the preparation, administration or enforcement of the Security Documents, including such expenses as are incurred to preserve the value of the Collateral or the validity, perfection, rank or value of any Transaction Lien, (y) any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) or (z) the enforcement or protection of its rights in, or the exercise of its rights or powers under, the Security Documents (including the collection, sale or other disposition of any Collateral), including the reasonable and documented fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Collateral Agent, and, in connection with any such enforcement or protection, the reasonable and documented fees, charges and disbursements of a single counsel in each appropriate jurisdiction (zwhich may include a single special counsel acting in multiple jurisdictions) for the exercise Collateral Agent (and its Affiliates) (and, in the case of an actual or perceived conflict of interest, where the Person affected by such conflict informs the Administrative Agent Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Person and any of its rights or powers under the Security Documentssimilar affected Persons); (iii) the amount of any fees that the Borrower shall have agreed in writing to pay to the Administrative Collateral Agent and that shall have become due and payable in accordance with such written agreement; and (iv) the amount required to defendindemnify the Collateral Agent for, protector hold it harmless and defend it against, indemnify any loss, claim, damage, liability and hold harmless reasonable and documented or invoiced out-of-pocket fees and expense (including the Administrative Agent from reasonable and against any documented fees and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses of its counsel and any kind experts or nature whatsoever (including, without limitation, sub-agents appointed by it hereunder) incurred or suffered by the reasonable fees and disbursements of counsel Collateral Agent in connection with any investigative, administrative or judicial proceeding, whether or not the Administrative Agent shall be designated a party thereto), whether or not arising in connection with any third party claim, imposed on, incurred by, or asserted against the Administrative Agent in any manner relating to or arising out of the Security Documents, except to the extent that such loss, liability claim, damage, liability, fee or expense is caused by or results from the Administrative Agent’s willful misconduct or gross negligence with respect to the Security Documents, as are determined by the final non-appealed judgment of a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of the Collateral Agent or any of its controlled Affiliates or any Related Party, in each case acting at the direction of the Collateral Agent, or breach of any duty that the Collateral Agent has under this Agreement (after giving effect to Sections 18 and 21Section 20). Any such amount not paid to the Collateral Agent on demand will be subject to the terms of Section 2.07 of the Credit Agreement. (b) If any transfer tax, documentary stamp tax or other tax is payable in connection with any transfer or other transaction provided for in the Security Documents, the Borrower will pay such tax and provide any required tax stamps to the Administrative Collateral Agent or as otherwise required by law. (c) The Borrower shall Each Grantor agrees, jointly and severally, to indemnify the Secured Parties and each Related Party of the Secured Parties (each such Person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and reasonable and documented or invoiced out-of-pocket fees and expenses (as defined including reasonable and documented fees, disbursements and other charges of any environmental consultant and one counsel for all Indemnitees and, if necessary, one firm of local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for all Indemnitees (and, in the Credit Agreement) as provided in Section 10.07(bcase of an actual or perceived conflict of interest, where an Indemnitee affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnitee and any similarly affected Indemnitees) of any such Indemnitee arising out of, in any way connected with, or as a result of (i) the Credit Agreement. Without limiting execution or delivery of the generality Security Documents or any agreement or instrument contemplated thereby, the performance by the parties thereto of their respective obligations thereunder or the consummation of the Transactions and the other transactions contemplated thereby, (ii) any Environmental Liability related in any way to the Grantors, any of their respective subsidiaries or any property currently or formerly owned, leased or operated by the Grantors, any of their respective subsidiaries or any of their respective predecessors, including the Mortgaged Properties (except that the Grantors shall not be obligated to indemnify any Indemnitee for any environmental condition at any property to the extent negligently caused by an Indemnitee and clearly demonstrated by a Grantor as first occurring after any transfer of the property by foreclosure or by a deed in lieu of foreclosure) or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, each whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by any Grantor waives all rights for contribution and all other rights or any of recovery with respect their respective Affiliates); provided that such indemnity shall not, as to liabilitiesany Indemnitee, be available to the extent that such losses, claims, damages, costs and expenses arising under liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to Environmentalhave resulted from (x) the gross negligence, Health bad faith or Safety Requirements willful misconduct of Law that it might have such Indemnitee or any of its controlled Affiliates or any of the officers, directors, employees, agents, advisors or other representative of any of the foregoing, in each case, acting at the direction of such Indemnitee, (y) a material breach of any of its obligations under this Agreement as determined by statute a court of competent jurisdiction in a final and non-appealable decision by such Indemnitee or otherwise (z) any dispute among Indemnitees (other than a dispute involving claims against any Indemniteethe Administrative Agent, the Swingline Lender or the Issuing Bank, in each case in their respective capacitates as such).

Fees and Expenses; Indemnification. (a) The Borrower Company will forthwith upon demand pay or reimburse to the Administrative each Collateral Agent: (i) the amount of any taxes that the Administrative a Collateral Agent may have been required to pay by reason under or in connection with the creation of the Transaction Liens on the Collateral under the Security Documents on or following the date of this Agreement (including, without limitation, any filing, recordation or other registration fees) or to free any Collateral from any other Lien thereon; (ii) the amount of any and all reasonable and documented out-of-pocket feesexpenses, charges including transfer taxes and disbursements reasonable fees and expenses of (A) one primary counsel for the Administrative Agent and its Affiliates and (B) any local counsel to the Secured Parties retained by the Administrative Agent, limited to one local counsel in each relevant jurisdictionother advisers, that the Administrative a Collateral Agent may incur after the date of this Agreement in connection with (x) the administration or enforcement of the Security Documents, including such expenses as are incurred to preserve the value of the Collateral or the validity, perfection, rank or value of any Transaction LienLien created thereunder, (y) the collection, sale or other disposition of any Collateral or (z) the exercise by the Administrative such Collateral Agent of any of its rights or powers under any of the Security Documents (including with respect to the addition of new Collateral and the release of any Lien Grantor, any Lien under any Security Documents or any assets or properties subject to a Lien under any Security Documents); (iii) the amount of any fees that the Borrower Company shall have agreed in writing to pay to the Administrative each Collateral Agent and that shall have become due and payable in accordance with such written agreement; and (iv) the amount required to defendindemnify each Collateral Agent for, protector hold it harmless and defend it against, indemnify any loss, liability or expense (including the reasonable fees and hold harmless the Administrative Agent from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses of its counsel and any kind advisers or nature whatsoever (sub-agents appointed by it hereunder) incurred or suffered by each Collateral Agent in connection with the enforcement and performance of the Security Documents, including, without limitation, any of the reasonable fees and disbursements foregoing relating to any violation of, noncompliance with or liability under, any Environmental Law or to any actual or alleged presence, release or threatened release of counsel Hazardous Materials involving or attributable to the operations of the Company or any of its Subsidiaries (all the foregoing in connection with any investigative, administrative or judicial proceeding, whether or not the Administrative Agent shall be designated a party theretothis clause (iv), whether or not arising in connection collectively, the “indemnified liabilities”), provided that the Company shall have no obligation hereunder with any third party claim, imposed on, incurred by, or asserted against the Administrative Agent in any manner relating respect to or arising out of the Security Documents, except indemnified liabilities to the extent that such loss, liability attributable to (A) the gross negligence or expense is caused by or results from the Administrative Agent’s willful misconduct of the party to be indemnified or gross negligence with respect to any of its Related Parties or (B) disputes among the Security Documents, as determined by Collateral Agents or any Collateral Agent and any of the final non-appealed judgment of a court of competent jurisdiction (after giving effect to Sections 18 and 21)Secured Parties. (b) If any transfer tax, documentary stamp tax or other tax is payable in connection with any transfer or other transaction provided for in the Security Documents, the Borrower Company will pay such tax and provide any required tax stamps to the Administrative relevant Collateral Agent or as otherwise required by lawLaw. (c) The Borrower All amounts payable under this Section 8.04 shall indemnify each Indemnitee (as defined be paid within ten Business Days of receipt by the Company of an invoice relating thereto setting forth such expense in the Credit Agreement) as provided in Section 10.07(b) of the Credit Agreement. Without limiting the generality of the foregoing, each Grantor waives all rights for contribution and all other rights of recovery with respect to liabilities, losses, damages, costs and expenses arising under or related to Environmental, Health or Safety Requirements of Law that it might have by statute or otherwise against any Indemniteereasonable detail.

Fees and Expenses; Indemnification. (a) The Borrower will forthwith upon demand pay to the Administrative Agent: (i) the amount of any taxes that the Administrative Agent may have been required to pay by reason of the Transaction Liens or to free any Collateral from any other Lien thereon; (ii) the amount of any and all reasonable and documented out-of-pocket feesexpenses, charges including transfer taxes and disbursements reasonable fees and expenses of (A) one primary counsel for the Administrative Agent and its Affiliates and (B) any local counsel to the Secured Parties retained by the Administrative Agent, limited to one local counsel in each relevant jurisdictionother experts, that the Administrative Agent may incur in connection with (x) the administration or enforcement of the Security Documents, including such expenses as are incurred to preserve the value of the Collateral or the validity, perfection, rank or value of any Transaction Lien, (y) the collection, sale or other disposition of any Collateral or (z) the exercise by the Administrative Agent of any of its rights or powers under the Security Documents; (iii) the amount of any fees that the Borrower shall have agreed in writing to pay to the Administrative Agent and that shall have become due and payable in accordance with such written agreement; and (iv) the amount required to defend, protect, indemnify and hold harmless the Administrative Agent from for, or hold it harmless and against defend it against, any and all liabilitiesloss, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses of any kind liability or nature whatsoever expense (including, without limitation, including the reasonable fees and disbursements expenses of its counsel in connection with and any investigative, administrative experts or judicial proceeding, whether sub-agents appointed by it hereunder) incurred or not the Administrative Agent shall be designated a party thereto), whether or not arising in connection with any third party claim, imposed on, incurred by, or asserted against suffered by the Administrative Agent in any manner relating to or arising out of connection with the Security Documents, except to the extent that such loss, liability or expense is caused by or results arises from the Administrative Agent’s 's gross negligence or willful misconduct or gross negligence with respect to a breach of any duty that the Security Documents, as determined by the final non-appealed judgment of a court of competent jurisdiction Administrative Agent has under this Agreement (after giving effect to Sections 18 20 and 21). Any such amount not paid to the Administrative Agent within three (3) Business Days after demand will bear interest for each day thereafter until paid at a rate per annum equal to the sum of 2% plus the rate applicable to Base Rate Loans for such day. (b) If any transfer tax, documentary stamp tax or other tax is payable in connection with any transfer or other transaction provided for in the Security Documents, the Borrower will pay such tax and provide any required tax stamps to the Administrative Agent or as otherwise required by law. (c) The Borrower shall indemnify each Indemnitee (as defined in the Credit Agreement) as provided in Section 10.07(b) of the Credit AgreementSecured Parties, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") against, and hold each Indemnitee harmless from, any and all liabilities, losses, damages, costs and expenses of any kind (including reasonable expenses of investigation by engineers, environmental consultants and similar technical personnel and reasonable fees and disbursements of counsel) arising out of, or in connection with any and all Environmental Liabilities, except to the extent that such liability, loss, damage, cost or expense arises from the gross negligence or willful misconduct of such Indemnitee. Without limiting the generality of the foregoing, each Lien Grantor waives all rights for contribution and all other rights of recovery with respect to liabilities, losses, damages, costs and expenses arising under or related to Environmental, Health or Safety Requirements of Law Environmental Laws that it might have by statute or otherwise against any Indemnitee, except to the extent that such liability, loss, damage, cost or expense arises from the gross negligence or willful misconduct of such Indemnitee.

Fees and Expenses; Indemnification. (a) The Borrower will forthwith upon demand pay Guarantor agrees to the Administrative Agent: (i) the amount of any taxes that reimburse the Administrative Agent may have been required for its fees and expenses incurred hereunder to pay by reason the extent provided in Section 10.04 of the Transaction Liens or Credit Agreement; provided that each reference therein to free any Collateral from the “Borrower” shall be deemed to be a reference to the “Guarantor”. (b) Without limitation of any other Lien thereon; (ii) Obligations of the amount Guarantor or remedies of any and all reasonable and documented out-of-pocket fees, charges and disbursements of (A) one primary counsel for the Administrative Agent and its Affiliates and (B) any local counsel to the Secured Parties retained by under this Guaranty, the Administrative AgentGuarantor shall, limited to one local counsel in each relevant jurisdiction, that the Administrative Agent may incur in connection with (x) the administration or enforcement of the Security Documents, including such expenses as are incurred to preserve the value of the Collateral or the validity, perfection, rank or value of any Transaction Lien, (y) the collection, sale or other disposition of any Collateral or (z) the exercise by the Administrative Agent of any of its rights or powers under the Security Documents; (iii) the amount of any fees that the Borrower shall have agreed in writing to pay to the Administrative Agent fullest extent permitted by applicable law, indemnify, defend and that shall have become due and payable in accordance with such written agreement; and (iv) the amount required to defend, protect, indemnify save and hold harmless the Administrative Agent each Indemnitee from and against against, and shall pay as and when incurred, any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, claimscosts (including settlement costs), costsdisbursements, and reasonable and documented or invoiced out-of-pocket fees and expenses (including the reasonable and documented out-of-pocket fees, disbursements and other charges of (i) one counsel to the Indemnitees taken as a whole, (ii) in the case of an actual or perceived conflict of interest, where the Indemnitee affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for each such affected Indemnitee in each relevant jurisdiction material to the interests of the Lender and (iii) if reasonably necessary, one local counsel in each jurisdiction material to the interests of the Indemnitees (which may include a single special counsel acting in multiple jurisdictions) and special counsel for each relevant specialty) of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel in connection with which may at any investigative, administrative or judicial proceeding, whether or not the Administrative Agent shall time be designated a party thereto), whether or not arising in connection with any third party claim, imposed on, incurred by, by or asserted or awarded against the Administrative Agent any such Indemnitee in any manner way relating to or arising out of or in connection with or as a result of any failure of any Guaranteed Obligations to be the Security Documentslegal, except valid, binding obligations of any Loan Party enforceable against such Loan Party in accordance with its terms; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such lossliabilities, liability obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, disbursements, fees or expense is caused by or results from the Administrative Agent’s willful misconduct or gross negligence with respect to the Security Documents, as related expenses are determined by the final non-appealed judgment of a court of competent jurisdiction in a final and non-appealable judgment to have resulted from (after giving effect to Sections 18 A) the bad faith, gross negligence or willful misconduct of such Indemnitee or any of its Affiliates or controlling persons or any of the officers, directors, employees, agents, advisors, or members of any of the foregoing, (B) a material breach of the Loan Documents by such Indemnitee, as determined by a court of competent jurisdiction in a final and 21). non-appealable decision or (bC) If any transfer taxdispute that is among Indemnitees (other than any dispute involving claims against the Administrative Agent, documentary stamp tax any Arranger or any other tax is payable Agent or any L/C Issuer, in connection with any transfer or other transaction provided for each case in their respective capacities as such) that, in the Security Documentscase of clauses (A), (B) or (C), a court of competent jurisdiction has determined in a final and non-appealable judgment did not involve actions or omissions of the Parent Borrower will pay such tax and provide or its Subsidiaries or any required tax stamps to the Administrative Agent or as otherwise required by lawof their respective Affiliates. (c) The Borrower shall indemnify each Indemnitee (as defined in the Credit Agreement) Any such amounts payable as provided hereunder shall be additional Guaranteed Obligations guaranteed hereby and secured by the Collateral Documents. The provisions of this Section 13 shall remain operative and in Section 10.07(b) full force and effect regardless of the Credit termination of this Guaranty, any other Loan Document, any Letter of Credit, any Secured Hedge Agreement or any Secured Cash Management Agreement. Without limiting , the generality consummation of the foregoingtransactions contemplated hereby, each Grantor waives all rights for contribution and all the repayment of any of the other rights Guaranteed Obligations, the invalidity or unenforceability of recovery with respect to liabilities, losses, damages, costs and expenses any term or provision of this Guaranty or any other Loan Document or any document governing any of the Obligations arising under any Secured Hedge Agreements or related to Environmentalany Secured Cash Management Agreement, Health any resignation or Safety Requirements removal of Law that it might have the Administrative Agent or the Collateral Agent or any investigation made by statute or otherwise against on behalf of the Administrative Agent or any Indemniteeother Secured Party. All amounts due under this Section 13 shall be payable within twenty (20) Business Days after written demand therefor.

Fees and Expenses; Indemnification. (a) The Borrower Company and each Grantor, jointly and severally, will forthwith upon promptly following demand (and in any event within three Business Days after the demand therefore) pay to the Administrative Collateral Agent: (i) the amount of any taxes that the Administrative Collateral Agent may have been required to pay by reason of the Transaction Liens or to free any Collateral from any other Lien thereon; (ii) the amount of any and all reasonable and documented out-of-pocket feesexpenses, charges including transfer taxes and disbursements reasonable fees and expenses of (A) one primary counsel for the Administrative Agent and its Affiliates and (B) any local counsel to the Secured Parties retained by the Administrative Agent, limited to no more than one local counsel in each relevant jurisdictionjurisdiction where Collateral is located, that the Administrative Collateral Agent may incur in connection with (x) the administration or enforcement of the Security Documents, including such expenses as are incurred to preserve the value of the Collateral or the validity, perfection, rank or value of any Transaction Lien, (y) the collection, sale or other disposition of any Collateral or (z) the exercise by the Administrative Collateral Agent of any of its rights or powers under the Security Documents; (iii) the amount of any fees that the Borrower Company shall have agreed in writing to pay to the Administrative Collateral Agent and that shall have become due and payable in accordance with such written agreement; and (iv) the amount required to defendindemnify the Collateral Agent and its officers, protectdirectors, indemnify employees and agents for, or hold them harmless and defend them against, any loss, liability or expense (including the Administrative Agent from reasonable and against any documented fees and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses of its counsel and any kind sub-agents appointed by it hereunder) incurred or nature whatsoever (including, without limitation, suffered by the reasonable fees and disbursements of counsel Collateral Agent in connection with any investigative, administrative or judicial proceeding, whether or not the Administrative Agent shall be designated a party thereto), whether or not arising in connection with any third party claim, imposed on, incurred by, or asserted against the Administrative Agent in any manner relating to or arising out of the Security Documents, except to the extent that such loss, liability or expense is caused by or results arises from the Administrative Collateral Agent’s gross negligence or willful misconduct or gross negligence with respect to the Security Documents, as determined by the final non-appealed judgment of a court of competent jurisdiction (after giving effect to Sections 18 and 21Section 18). (b) If any transfer tax, documentary stamp tax or other tax is payable in connection with any transfer or other transaction provided for in the Security Documents, the Borrower Company will pay such tax and provide any required tax stamps to the Administrative Collateral Agent or as otherwise required by law. (c) The Borrower Company and each Grantor, jointly and severally, shall indemnify the Collateral Agent, its affiliates and the respective directors, officers, agents and employees of the foregoing (each an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all liabilities, losses, damages, costs and expenses of any kind (including reasonable expenses of investigation by engineers, environmental consultants and similar technical personnel and reasonable fees and disbursements of counsel) arising out of, or in connection with any and all Environmental Liabilities; provided that such indemnity shall not, as defined in to any Indemnitee, be available to the Credit Agreement) as provided in Section 10.07(b) extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the Credit Agreementgross negligence or willful misconduct of such Indemnitee. Without limiting the generality of the foregoing, each Grantor waives all rights for contribution and all other rights of recovery with respect to liabilities, losses, damages, costs and expenses arising under or related to Environmental, Health or Safety Requirements of Law Environmental Laws that it might have by statute or otherwise against any Indemnitee.