11.04Expenses; Indemnity; Damage Waiver.
(a)Costs and Expenses. The Loan Parties shall pay (i) all reasonable and documented out-
of-pocket expenses incurred by the Administrative Agent and its Affiliates (including but not limited to
the reasonable fees, charges and disbursements of one outside counsel for the Administrative Agent and
its Affiliates, due diligence expenses and searches of ownership of Intellectual Property, on a periodic
basis at the Administrative Agent’s discretion, not to exceed more than once per year (absent an Event of
Default)), in connection with the syndication of the credit facilities provided for herein, the preparation,
negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or
any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the
transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented
out-of-pocket expenses incurred by the L/C Issuer in connection with the issuance, amendment,
extension, reinstatement or renewal of any Letter of Credit or any demand for payment thereunder and
(iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any
Lender or the L/C Issuer (including the reasonable and documented fees, charges and disbursements of
one outside counsel for the Administrative Agent, any Lender or the L/C Issuer), and shall pay all fees
and time charges for attorneys who may be employees of the Administrative Agent, any Lender or the L/
C Issuer, in connection with the enforcement or protection of its rights (A) in connection with this
Agreement and the other Loan Documents, including its rights under this Section 11.04, or (B) in
connection with Loans made or Letters of Credit issued hereunder, including all such out-of-pocket
expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of
Credit.
(b)Indemnification by the Loan Parties. The Loan Parties shall indemnify the
Administrative Agent, each Lender and the L/C Issuer, and each Related Party (each such Person being
called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims,
damages, liabilities and related reasonable and documented out-of-pocket expenses (including the
reasonable and documented fees, charges and disbursements of (i) one outside counsel for all Indemnitees
(taken as a whole), (ii) up to one local counsel for all Indemnitees (taken as a whole) in each applicable
material local jurisdiction in which such local counsel is reasonably determined to be necessary by the
Administrative Agent and (iii) solely in the case of an actual or reasonably perceived conflict of interest,
one additional counsel to all affected Indemnitees, taken as a whole), incurred by any Indemnitee or
asserted against any Indemnitee by any Person (including the Borrower or any other Loan Party) arising
out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan
Document or any agreement or instrument contemplated hereby or thereby (including, without limitation,
the Indemnitee’s reliance on any Communication executed using an Electronic Signature, or in the form
of an Electronic Record), the performance by the parties hereto of their respective obligations hereunder
or thereunder or the consummation of the transactions contemplated hereby or thereby, or in the case of
the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of
this Agreement and the other Loan Documents (including in respect of any matters addressed in Section
3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including
any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents
presented in connection with such demand do not strictly comply with the terms of such Letter of Credit),
(iii) any actual or alleged presence or Release of Hazardous Materials on or from any property owned,
leased or operated by a Loan Party or any of its Subsidiaries, or any Environmental Liability related in
any way to a Loan Party or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation,
investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other
theory, whether brought by a third party or by the Borrower or any other Loan Party, and regardless of
whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee,
be available to the extent that such losses, claims, damages, liabilities or related expenses are determined
by a court of competent jurisdiction by final and non-appealable judgment to have resulted from (x) the
gross negligence, willful misconduct or bad faith of such Indemnitee, (y) such Indemnitee’s breach in bad
faith of its obligations under the Loan Documents in connection with a claim brought by the Borrower or
its affiliates or (z) any investigation, litigation or proceeding that does not involve an act or omission by
the Borrower or any of its affiliates and is solely among any of the Indemnitees (other than claims against
an Indemnitee acting in its capacity as an agent or arranger or similar role under the Loan Documents) .
Without limiting the provisions of Section 3.01, this Section 11.04(b) shall not apply with respect to
Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.