Common use of Costs and Expenses Clause in Contracts

Costs and Expenses. (a) AEP agrees to pay promptly upon demand all reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, execution, delivery, administration, modification and amendment of this Agreement and the other documents to be delivered hereunder, including, without limitation, (i) all due diligence, syndication (including printing, distribution and bank meetings), transportation, computer, duplication, appraisal, consultant, and audit expenses and (ii) the reasonable fees and expenses of counsel for the Administrative Agent with respect thereto and with respect to advising the Administrative Agent as to its rights and responsibilities under this Agreement. AEP further agrees to pay promptly upon demand all costs and expenses of the Administrative Agent and the Lenders, if any (including, without limitation, counsel fees and expenses), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the other documents to be delivered hereunder, including, without limitation, reasonable fees and expenses of counsel for the Administrative Agent and the Lenders in connection with the enforcement of rights under this Section 8.04(a). (b) AEP agrees to indemnify and hold harmless each Lender, the Administrative Agent, the Swingline Bank, the LC Issuing Banks and each of their respective Affiliates and their officers, directors, controlling persons, employees, agents and advisors (each, an “Indemnified Party”) from and against any and all claims, damages, losses and liabilities, joint or several, to which any such Indemnified Party may become subject, in each case arising out of or in connection with or relating to (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) (i) this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions of Credit or (ii) the actual or alleged presence of Hazardous Materials on any property of any Borrower or any of its Subsidiaries or any Environmental Action relating in any way to any Borrower or any of its Subsidiaries, and to reimburse any Indemnified Party for any and all reasonable expenses (including, without limitation, reasonable fees and expenses of counsel) as they are incurred in connection with the investigation of or preparation for or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party and whether or not such claim, action or proceeding is initiated or brought by or on behalf of such Borrower or any of its Affiliates and whether or not any of the transactions contemplated hereby are consummated or this Agreement is terminated, except to the extent such claim, damage, loss, liability or expense is found in a judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 8.04(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. Each Borrower agrees not to assert any claim against the Administrative Agent, any Lender, any of their respective Affiliates, or any of their respective directors, officers, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions of Credit. (c) If any payment of principal of, or Conversion of, any Eurodollar Rate Advance is made by any Borrower to or for the account of a Lender other than on the last day of the Interest Period for such Advance, as a result of a payment or Conversion pursuant to Section 2.07, 2.10(e), 2.13 or 2.15, acceleration of the maturity of the outstanding Borrowings pursuant to Section 6.01 or for any other reason (in the case of any such payment or Conversion), such Borrower shall, promptly upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses that it may reasonably incur as a result of such payment or Conversion, including, without limitation, any loss (other than loss of Applicable Margin), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (d) Without prejudice to the survival of any other agreement of the Borrowers hereunder, the respective agreements and obligations of the Borrowers contained in Sections 2.14, 2.17 and 8.04 shall survive the payment in full of principal, interest and all other amounts payable hereunder. (e) Each Borrower agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to such Borrower or its respective security holders or creditors related to or arising out of or in connection with this Agreement, the Extensions of Credit or the use or proposed use of the proceeds thereof, any of the transactions contemplated by any of the foregoing or in the loan documentation and the performance by an Indemnified Party by any of the foregoing except to the extent that any loss, claim, damage, liability or expense is found in a judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct. (f) In the event that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against any Borrower or any of its Affiliates in which such Indemnified Party is not named as a defendant, such Borrower agrees to reimburse such Indemnified Party for all reasonable expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, including, without limitation, the fees and disbursements of its legal counsel.

Costs and Expenses. (a) AEP The Company agrees to pay promptly upon demand within 30 days after presentation of a statement of account all reasonable out-of-pocket costs and expenses of the Administrative Agent LC Issuer incurred in connection with the preparation, execution, delivery, administration, modification and amendment of this Agreement Agreement, and the other documents to be delivered hereunder, including, without limitation, (i) all due diligence, syndication (including printing, distribution and bank meetings), transportation, computer, duplication, appraisal, consultant, and audit expenses and (ii) the reasonable fees and out-of-pocket expenses of one counsel (which shall be the same counsel, without duplication, for the Administrative Agent under the Revolving Credit Agreement) for the LC Issuer (and appropriate local counsel) with respect thereto and with respect to advising the Administrative Agent LC Issuer as to its rights and responsibilities under this Agreement. AEP The Company further agrees to pay promptly upon demand within 30 days after presentation of a statement of account all costs and expenses of the Administrative Agent and the Lenders, if any LC Issuer (including, without limitation, counsel reasonable and documented fees and expensesexpenses of counsel), incurred in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement the LC Facility Documents, the Letters of Credit, and the other documents to be delivered hereunder, including, without limitation, reasonable fees hereunder and expenses of counsel for the Administrative Agent and the Lenders in connection with the enforcement of rights under this Section 8.04(a)thereunder. (b) AEP The Company agrees to indemnify and hold harmless each Lender, the Administrative Agent, the Swingline Bank, the LC Issuing Banks Issuer and each of their respective its Affiliates and their respective officers, directors, controlling persons, employees, agents and advisors (each, an “Indemnified Party”) from and against any and all claimsclaims (other than lost profits), damages, losses liabilities and liabilities, joint or several, to which any such Indemnified Party may become subject, in each case arising out of or in connection with or relating to (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) (i) this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions of Credit or (ii) the actual or alleged presence of Hazardous Materials on any property of any Borrower or any of its Subsidiaries or any Environmental Action relating in any way to any Borrower or any of its Subsidiaries, and to reimburse any Indemnified Party for any and all reasonable expenses (including, without limitation, reasonable and documented fees and expenses disbursements of one counsel) as they are , absent a conflict of interest), which may be incurred by or asserted against any Indemnified Party in connection with the investigation of or preparation for or defense arising out of any pending or threatened claim or any action investigation, litigation, or proceeding arising therefrom, (whether or not such Indemnified Party is a party and whether thereto) related to any acquisition or not such claimproposed acquisition by the Company, action or proceeding is initiated or brought by or on behalf any Subsidiary of such Borrower the Company, of all or any of its Affiliates and whether or not any portion of the transactions contemplated hereby are consummated stock or this Agreement is terminatedsubstantially all the assets of any Person or any use or proposed use of the Letters of Credit by any Account Party, except to the extent such claim, damage, loss, liability or expense is found in a judgment by a court of competent jurisdiction to shall have resulted from such Indemnified Party’s gross negligence or willful misconduct. In the case event this indemnity is unenforceable as a matter of an investigationlaw as to a particular matter or consequence referred to herein, litigation or other proceeding to which the indemnity in this Section 8.04(b) applies, such indemnity it shall be effective whether or not such investigation, litigation or proceeding is brought by any Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. Each Borrower agrees not to assert any claim against the Administrative Agent, any Lender, any of their respective Affiliates, or any of their respective directors, officers, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions of Credit. (c) If any payment of principal of, or Conversion of, any Eurodollar Rate Advance is made by any Borrower to or for the account of a Lender other than on the last day of the Interest Period for such Advance, as a result of a payment or Conversion pursuant to Section 2.07, 2.10(e), 2.13 or 2.15, acceleration of the maturity of the outstanding Borrowings pursuant to Section 6.01 or for any other reason (in the case of any such payment or Conversion), such Borrower shall, promptly upon demand by such Lender (with a copy of such demand enforceable to the Administrative Agent), pay full extent permitted by law. The indemnification provisions set forth above shall be in addition to any liability the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses that it Company may reasonably incur as a result of such payment or Conversion, including, without limitation, any loss (other than loss of Applicable Margin), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (d) otherwise have. Without prejudice to the survival of any other agreement obligation of the Borrowers Company hereunder, the respective agreements indemnities and obligations of the Borrowers Company contained in Sections 2.14, 2.17 and this Section 8.04 shall survive the payment in full of principal, interest and all other amounts payable hereunder. (e) Each Borrower agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to such Borrower or its respective security holders or creditors related to or arising out of or in connection with this Agreement, the Extensions of Credit or the use or proposed use Obligations of the proceeds thereof, any of the transactions contemplated by any of the foregoing or in the loan documentation and the performance by an Indemnified Party by any of the foregoing except to the extent that any loss, claim, damage, liability or expense is found in a judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconductAccount Parties. (f) In the event that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against any Borrower or any of its Affiliates in which such Indemnified Party is not named as a defendant, such Borrower agrees to reimburse such Indemnified Party for all reasonable expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, including, without limitation, the fees and disbursements of its legal counsel.

Costs and Expenses. (a) AEP The Company agrees to pay promptly upon demand all reasonable fees and out of pocket costs and expenses of the Collateral Agent, the Back-Up Servicer, the Administrative Agent, each Funding Agent and each Lender (including reasonable fees and disbursements of counsel to the Collateral Agent, the Back-Up Servicer, the Administrative Agent, each Funding Agent and each Lender) in connection with (i) the preparation, execution and delivery of this Agreement and the other Transaction Documents and amendments or waivers of any such documents, (ii) the reasonable enforcement by the Collateral Agent, the Administrative Agent, any Funding Agent or any Lender of the obligations and liabilities of the Company and the Master Servicer under this Agreement, the other Transaction Documents or any related document, (iii) any restructuring or workout of this Agreement or any related document and (iv) any inspection of the Company’s and/or the Master Servicer’s offices, properties, books and records and any discussions with the officers, employees and the Independent Public Accountants of the Company or the Master Servicer; provided, however, that in respect of payments of out-of-pocket costs and expenses of incurred pursuant to clause (iv) above, the Administrative Agent Company agrees to pay such out-of-pocket costs and expenses (a) in connection with not more than two inspections conducted in any year (measured as an anniversary of the preparationClosing Date) prior to the occurrence of a Termination Event or a Master Servicer Default; provided, executionhowever, deliverythat it is anticipated that the frequency of such inspections will be annual, administrationbut any Funding Agent may, modification and amendment of this Agreement with prior reasonable notice to the Company and the other documents to be delivered hereunderMaster Servicer, including, without limitation, (i) all due diligence, syndication (including printing, distribution and bank meetings), transportation, computer, duplication, appraisal, consultant, and audit expenses request more frequent inspections; and (iib) in connection with any inspection conducted following the reasonable fees occurrence and expenses during the continuance of counsel for the Administrative Agent with respect thereto and with respect to advising the Administrative Agent as to its rights and responsibilities under this Agreementa Termination Event, a Potential Termination Event or a Master Servicer Default. AEP further agrees to pay promptly upon demand all costs and expenses of the The Administrative Agent and the Lenders, if any (including, without limitation, counsel fees Funding Agents shall perform such inspections together and expenses), in connection shall cooperate with one another to establish the enforcement (whether through negotiations, legal proceedings or otherwise) Scope of this Agreement Audit and the other documents to be delivered hereunder, including, without limitation, reasonable fees and expenses of counsel for the Administrative Agent and the Lenders in connection with the enforcement of rights under this Section 8.04(a). (b) AEP agrees to indemnify and hold harmless each Lender, the Administrative Agent, the Swingline Bank, the LC Issuing Banks and each of their respective Affiliates and their officers, directors, controlling persons, employees, agents and advisors (each, an “Indemnified Party”) from and against any and all claims, damages, losses and liabilities, joint or several, to which any such Indemnified Party may become subject, in each case arising out of or in connection with or relating to (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) (i) this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions of Credit or (ii) the actual or alleged presence of Hazardous Materials on any property of any Borrower or any of its Subsidiaries or any Environmental Action relating in any way to any Borrower or any of its Subsidiaries, and to reimburse any Indemnified Party for any and all reasonable expenses (including, without limitation, reasonable fees and expenses of counsel) as they are incurred in connection with the investigation of or preparation for or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party and whether or not such claim, action or proceeding is initiated or brought by or on behalf timing of such Borrower or any of its Affiliates and whether or not any of the transactions contemplated hereby are consummated or this Agreement is terminated, except to the extent such claim, damage, loss, liability or expense is found in a judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 8.04(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. Each Borrower agrees not to assert any claim against the Administrative Agent, any Lender, any of their respective Affiliates, or any of their respective directors, officers, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions of Creditinspections. (c) If any payment of principal of, or Conversion of, any Eurodollar Rate Advance is made by any Borrower to or for the account of a Lender other than on the last day of the Interest Period for such Advance, as a result of a payment or Conversion pursuant to Section 2.07, 2.10(e), 2.13 or 2.15, acceleration of the maturity of the outstanding Borrowings pursuant to Section 6.01 or for any other reason (in the case of any such payment or Conversion), such Borrower shall, promptly upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses that it may reasonably incur as a result of such payment or Conversion, including, without limitation, any loss (other than loss of Applicable Margin), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (d) Without prejudice to the survival of any other agreement of the Borrowers hereunder, the respective agreements and obligations of the Borrowers contained in Sections 2.14, 2.17 and 8.04 shall survive the payment in full of principal, interest and all other amounts payable hereunder. (e) Each Borrower agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to such Borrower or its respective security holders or creditors related to or arising out of or in connection with this Agreement, the Extensions of Credit or the use or proposed use of the proceeds thereof, any of the transactions contemplated by any of the foregoing or in the loan documentation and the performance by an Indemnified Party by any of the foregoing except to the extent that any loss, claim, damage, liability or expense is found in a judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct. (f) In the event that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against any Borrower or any of its Affiliates in which such Indemnified Party is not named as a defendant, such Borrower agrees to reimburse such Indemnified Party for all reasonable expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, including, without limitation, the fees and disbursements of its legal counsel.

Costs and Expenses. (a) AEP The Borrower agrees to pay promptly pay, upon demand demand, all reasonable and documented out-of-pocket costs and expenses of the Administrative each Agent in connection with the preparation, execution, delivery, administration, modification and amendment of this Agreement and the other documents to be delivered hereunder, including, without limitation, (i) all due diligence, syndication (including printing, distribution printing and bank meetingsdistribution), transportation, computer, duplication, appraisal, consultant, duplication and audit expenses messenger costs and (ii) the reasonable and documented fees and expenses of a single primary counsel (and a local counsel in each relevant jurisdiction) for the Administrative Agent Agents and the Lenders with respect thereto and with respect to advising the Administrative Agent Agents as to its their respective rights and responsibilities under this Agreement. AEP The Borrower further agrees to pay promptly pay, upon demand demand, all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent Agents and the Lenders, if any (including, without limitation, counsel fees and expenses)any, in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the other documents to be delivered hereunder, including, without limitationbut limited, reasonable in the case of fees and expenses of counsel to reasonable and documented fees and expenses of a single primary counsel and an additional single local counsel in any local jurisdictions for the Agents and the Lenders and, in the case of an actual or perceived conflict of interest where the Administrative Agent and notifies the Lenders Borrower of the existence of such conflict, one additional counsel, in connection with the enforcement of rights under this Section 8.04(a)Agreement. (b) AEP The Borrower agrees to indemnify and hold harmless each Lender, the Administrative Agent, the Swingline Bank, the LC Issuing Banks Agent and each Lender and each of their respective Affiliates and their officers, directors, controlling persons, employees, agents and advisors Related Parties (each, an “Indemnified Party”) from and against any and all claims, damages, losses losses, penalties, liabilities and liabilitiesexpenses (provided that the Borrower’s obligations to the Indemnified Parties in respect of fees and expenses of counsel shall be limited to the reasonable fees and expenses of one counsel for all Indemnified Parties, joint taken together, (and, if reasonably necessary, one local counsel in any relevant jurisdiction) and, solely in the case of an actual or severalpotential conflict of interest, to which of one additional counsel for all Indemnified Parties, taken together (and, if reasonably necessary, one local counsel in any relevant jurisdiction) (all such claims, damages, losses, penalties, liabilities and reasonable expenses being, collectively, the “Losses”) that may be incurred by or asserted or awarded against any Indemnified Party may become subjectParty, in each case arising out of or in connection with or relating to (includingby reason of, without limitation, or in connection with the preparation for a defense of, any investigation, litigation or proceeding arising out of, related to or preparation of a defense in connection therewith) with (i) this Agreement, any of the transactions contemplated herein hereby or the actual or proposed use of the proceeds of the Extensions of Credit Advances or (ii) the actual or alleged presence of Hazardous Materials on any property of any Borrower or any of its Subsidiaries the Consolidated Group or any Environmental Action relating in any way to any Borrower or any of its Subsidiariesthe Consolidated Group, and to reimburse any Indemnified Party for any and all reasonable expenses (including, without limitation, reasonable fees and expenses of counsel) as they are incurred in connection with the investigation of or preparation for or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party and whether or not such claim, action or proceeding is initiated or brought by or on behalf of such Borrower or any of its Affiliates and whether or not any of the transactions contemplated hereby are consummated or this Agreement is terminated, except to the extent such claim, damage, loss, liability or expense is found in a judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct. In the each case of an investigation, litigation or other proceeding to which the indemnity in this Section 8.04(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any the Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or whether any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. Each Borrower agrees not , except to assert any claim against the Administrative Agentextent Losses (A) are found in a final, any Lendernonappealable judgment by a court of competent jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnified Party or any of their respective Affiliatesits Affiliates (including any breach of its obligations under this Agreement), (B) result from any dispute between an Indemnified Party and one or more other Indemnified Parties (other than against an Agent acting in such a role) or (C) result from the claims of one or more Lenders solely against one or more other Lenders (and not claims by one or more Lenders against any Agent acting in its capacity as such except, in the case of Losses incurred by any Agent or any Lender as a result of such claims, to the extent such Losses are found in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence, bad faith or willful misconduct (including any breach of its obligations under this Agreement)) not attributable to any actions of a member of the Consolidated Group and for which the members of the Consolidated Group otherwise have no liability. The Borrower further agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract, tort or otherwise) to the Borrower, its Subsidiaries or any of their respective directors, officers, employees, attorneys and agents, on any theory of liability, shareholders or creditors for special, indirect, consequential or punitive damages arising out of in connection with this Agreement or otherwise relating to this Agreement, any of the transactions contemplated herein hereby or the actual or proposed use of the proceeds of the Extensions Advances, except to the extent such liability is found in a final nonappealable judgment by a court of Creditcompetent jurisdiction to have resulted from such Indemnified Party’s gross negligence, bad faith or willful misconduct (including any breach of its obligations under this Agreement). In no event, however, shall any Indemnified Party be liable on any theory of liability for any special, indirect, consequential or punitive damages (including, without limitation, any loss of profits, business or anticipated savings). Notwithstanding the foregoing, this Section 9.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. (c) If any payment of principal of, or Conversion of, any Eurodollar Eurocurrency Rate Advance is made by any the Borrower to or for the account of a Lender other than on the last day of the Interest Period for such Advance, as a result of (i) a payment or Conversion pursuant to Section 2.072.06, 2.10(e2.08(e), 2.13 2.10 or 2.152.12, (ii) acceleration of the maturity of the outstanding Borrowings Advances pursuant to Section 6.01 6.01, (iii) a payment by an Eligible Assignee to any Lender other than on the last day of the Interest Period for such Advance upon an assignment of the rights and obligations of such Lender under this Agreement pursuant to Section 9.07 as a result of a demand by the Borrower pursuant to Section 9.07(a) or (iv) for any other reason (in reason, the case of any such payment or Conversion), such Borrower shall, promptly upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional reasonable losses, costs or expenses that it may reasonably incur as a result of such payment or ConversionConversion or as a result of any inability to Convert or exchange in the case of Section 2.08 or 2.12, including, without limitation, any reasonable loss (other than excluding loss of Applicable Marginanticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (d) Without prejudice to the survival of any other agreement of the Borrowers Borrower hereunder, the respective agreements and obligations of the Borrowers Borrower contained in Sections 2.142.11, 2.17 2.14 and 8.04 9.04 shall survive the payment in full of principal, interest and all other amounts payable hereunder. (e) Each Borrower agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to such Borrower or its respective security holders or creditors related to or arising out of or in connection with this Agreement, the Extensions of Credit or the use or proposed use of the proceeds thereof, any of the transactions contemplated by any of the foregoing or in the loan documentation and the performance by an Indemnified Party by any of the foregoing except to the extent that any loss, claim, damage, liability or expense is found in a judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct. (f) In the event that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against any Borrower or any of its Affiliates in which such Indemnified Party is not named as a defendant, such Borrower agrees to reimburse such Indemnified Party for all reasonable expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, including, without limitation, the fees and disbursements of its legal counsel.

Costs and Expenses. The Borrower and any other Credit Party, jointly and severally, shall pay (ai) AEP agrees to pay promptly upon demand all reasonable out-of-and documented out of pocket costs and expenses of incurred by the Administrative Agent and its Affiliates (including the reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent, subject to attorney-client privilege) in connection with the syndication of the Credit Facilities, the preparation, negotiation, execution, delivery, administration, modification delivery and amendment administration of this Agreement and the other documents to 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 delivered hereunder, including, without limitation, (i) all due diligence, syndication (including printing, distribution and bank meetingsconsummated), transportation, computer, duplication, appraisal, consultant, and audit expenses and (ii) all reasonable and documented out of pocket expenses incurred by the reasonable fees Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out of pocket expenses incurred by the Administrative Agent, any Lender or the Issuing Lender, including the fees, charges and disbursements of not more than one (1) counsel for the Administrative Agent and, to the extent there is an actual or perceived conflict of interest with respect thereto and with respect to advising the Administrative Agent as to its rights Agent, not more than one (1) counsel for the Lenders or the Issuing Lender (but excluding all fees and responsibilities under this Agreement. AEP further agrees to pay promptly upon demand all costs and expenses time charges for attorneys who may be employees of the Administrative Agent and Agent, any Lender or the Lenders, if any (including, without limitation, counsel fees and expensesIssuing Lender), in connection with the enforcement or protection of its rights (whether through negotiations, legal proceedings or otherwiseA) of in connection with this Agreement and the other documents to be delivered hereunderLoan Documents, includingincluding its rights under this Section, without limitation, reasonable fees and expenses of counsel for the Administrative Agent and the Lenders or (B) in connection with the enforcement Loans made or Letters of rights under this Section 8.04(a). (b) AEP agrees to indemnify and hold harmless each LenderCredit issued hereunder, the Administrative Agent, the Swingline Bank, the LC Issuing Banks and each of their respective Affiliates and their officers, directors, controlling persons, employees, agents and advisors (each, an “Indemnified Party”) from and against any and including all claims, damages, losses and liabilities, joint or several, to which any such Indemnified Party may become subject, in each case arising out of pocket expenses incurred during any workout, restructuring or negotiations in connection with or relating to (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) (i) this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions of Credit or (ii) the actual or alleged presence of Hazardous Materials on any property of any Borrower or any of its Subsidiaries or any Environmental Action relating in any way to any Borrower or any of its Subsidiaries, and to reimburse any Indemnified Party for any and all reasonable expenses (including, without limitation, reasonable fees and expenses of counsel) as they are incurred in connection with the investigation of or preparation for or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party and whether or not such claim, action or proceeding is initiated or brought by or on behalf respect of such Borrower Loans or any of its Affiliates and whether or not any of the transactions contemplated hereby are consummated or this Agreement is terminated, except to the extent such claim, damage, loss, liability or expense is found in a judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 8.04(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. Each Borrower agrees not to assert any claim against the Administrative Agent, any Lender, any of their respective Affiliates, or any of their respective directors, officers, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions Letters of Credit. (c) If any payment of principal of, or Conversion of, any Eurodollar Rate Advance is made by any Borrower to or for the account of a Lender other than on the last day of the Interest Period for such Advance, as a result of a payment or Conversion pursuant to Section 2.07, 2.10(e), 2.13 or 2.15, acceleration of the maturity of the outstanding Borrowings pursuant to Section 6.01 or for any other reason (in the case of any such payment or Conversion), such Borrower shall, promptly upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses that it may reasonably incur as a result of such payment or Conversion, including, without limitation, any loss (other than loss of Applicable Margin), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (d) Without prejudice to the survival of any other agreement of the Borrowers hereunder, the respective agreements and obligations of the Borrowers contained in Sections 2.14, 2.17 and 8.04 shall survive the payment in full of principal, interest and all other amounts payable hereunder. (e) Each Borrower agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to such Borrower or its respective security holders or creditors related to or arising out of or in connection with this Agreement, the Extensions of Credit or the use or proposed use of the proceeds thereof, any of the transactions contemplated by any of the foregoing or in the loan documentation and the performance by an Indemnified Party by any of the foregoing except to the extent that any loss, claim, damage, liability or expense is found in a judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct. (f) In the event that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against any Borrower or any of its Affiliates in which such Indemnified Party is not named as a defendant, such Borrower agrees to reimburse such Indemnified Party for all reasonable expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, including, without limitation, the fees and disbursements of its legal counsel.

Costs and Expenses. (a) AEP The Company agrees to pay promptly upon on demand all reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, execution, delivery, administration, modification and amendment of this Agreement and the other documents to be delivered hereunder, including, without limitation, (i) all due diligence, syndication (including printing, distribution and bank meetings), transportation, computer, duplication, appraisal, consultant, and audit expenses and (ii) the reasonable fees and expenses of counsel for the Administrative Agent with respect thereto and with respect to advising the Administrative Agent as to its rights and responsibilities under this Agreement. AEP further agrees to pay promptly upon demand all costs and expenses of the Administrative Agent and the Lenders, if any (including, without limitation, reasonable counsel fees and expenses), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement Agreement, the Notes and the other documents to be delivered hereunder, including, without limitation, reasonable fees and expenses of counsel for the Administrative Agent and the Lenders each Lender in connection with the enforcement of rights under this Section 8.04(a). (b) AEP The Company agrees to indemnify and hold harmless the Agent and each Lender, the Administrative Agent, the Swingline Bank, the LC Issuing Banks Lender and each of their respective Affiliates and their officers, directors, controlling persons, employees, agents and advisors (each, an “Indemnified Party”) from and against any and all claims, damages, losses losses, liabilities and liabilitiesexpenses (including, joint without limitation, reasonable fees and expenses of counsel) that may be incurred by or several, to which asserted or awarded against any such Indemnified Party may become subjectParty, in each case arising out of or in connection with or relating to (includingby reason of, without limitation, or in connection with the preparation for a defense of, any investigation, litigation or proceeding arising out of, related to or preparation of a defense in connection therewith) (i) with the Notes, this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions of Credit or (ii) the actual or alleged presence of Hazardous Materials on any property of any Borrower or any of its Subsidiaries or any Environmental Action relating in any way to any Borrower or any of its SubsidiariesAdvances, and to reimburse any Indemnified Party for any and all reasonable expenses (including, without limitation, reasonable fees and expenses of counsel) as they are incurred in connection with the investigation of or preparation for or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party and whether or not such claim, action or proceeding is initiated or brought by or on behalf of such Borrower or any of its Affiliates and whether or not any of the transactions contemplated hereby are consummated or this Agreement is terminated, except to the extent such claim, damage, loss, liability or expense is found in a judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 8.04(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated, except to the extent such claim, damage, loss, liability or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct. Each Borrower agrees not No Indemnified Party shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement. No party hereto shall have any liability to assert any claim against the Administrative Agentother party hereto for any indirect, any Lender, any of their respective Affiliates, punitive or consequential damages relating to this Agreement or any of their respective directors, officers, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential other Loan Document or punitive damages arising out of its activities in connection herewith or otherwise relating to this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions of Credittherewith. (c) If any payment of principal of, or Conversion of, any Eurodollar Rate Advance is made by any Borrower to or for the account of a Lender other than on the last day of the Interest Period for such Advance, as a result of a payment or Conversion pursuant to Section 2.07, 2.10(e2.08(d) or (e), 2.13 2.10 or 2.152.12, acceleration of the maturity of the outstanding Borrowings Advances pursuant to Section 6.01 or for any other reason (in reason, or if any Eurodollar Rate Advance is assigned on any day other than the case last day of any such payment an Interest Period therefor as a result of a request by Company pursuant to Section 2.05 or Conversion)8.07, such Borrower the Company shall, promptly upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses that it may reasonably incur as a result of such payment or Conversion, including, without limitation, any loss (other than loss of Applicable Margin)loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (d) Without prejudice to the survival of any other agreement of the Borrowers any Borrower hereunder, the respective agreements and obligations of the Borrowers Company contained in Sections 2.142.11, 2.17 2.14 and 8.04 shall survive the payment in full of principal, interest and all other amounts payable hereunder. (e) Each Borrower agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to such Borrower or its respective security holders or creditors related to or arising out hereunder and under the Notes and the termination of or in connection with this Agreement, the Extensions of Credit or the use or proposed use of the proceeds thereof, any of the transactions contemplated by any of the foregoing or in the loan documentation and the performance by an Indemnified Party by any of the foregoing except to the extent that any loss, claim, damage, liability or expense is found in a judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct. (f) In the event that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against any Borrower or any of its Affiliates in which such Indemnified Party is not named as a defendant, such Borrower agrees to reimburse such Indemnified Party for all reasonable expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, including, without limitation, the fees and disbursements of its legal counsel.

Costs and Expenses. (a) AEP In addition to the rights of indemnification granted under Section 13.01 hereof, the Seller agrees to pay promptly upon on demand all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, negotiation, execution, delivery, administration, modification delivery and amendment administration of this Agreement and the other documents Transaction Documents (together with all amendments, restatements, supplements, consents and waivers, if any, from time to be delivered hereundertime hereto and thereto), including, without limitation, (i) all due diligence, syndication (including printing, distribution and bank meetings), transportation, computer, duplication, appraisal, consultant, and audit expenses and (ii) the reasonable fees and expenses of counsel Attorney Costs for the Administrative Agent and the other Purchaser Parties and any of their respective Affiliates with respect thereto and with respect to advising the Administrative Agent and the other Purchaser Parties and their respective Affiliates as to its their rights and responsibilities remedies under this AgreementAgreement and the other Transaction Documents (in each case, limited to a single counsel for all Purchaser Parties and their respective Affiliates) and (ii) subject to Section 8.01(g), reasonable and documented accountants’, auditors’ and consultants’ fees and expenses for the Administrative Agent and the other Purchaser Parties and any of their respective Affiliates (in each case, limited to a single accountant, auditor or consultant for all Purchaser Parties and their respective Affiliates) incurred in connection with the administration and maintenance of this Agreement or advising the Administrative Agent or any other Purchaser Party as to their rights and remedies under this Agreement or as to any actual or reasonably claimed breach of this Agreement or any other Transaction Document. AEP further In addition, the Seller agrees to pay promptly upon on demand all reasonable and documented out-of-pocket costs and expenses (including reasonable Attorney Costs (in each case, limited to a single counsel for all Purchaser Parties and their respective Affiliates)), of the Administrative Agent and the Lendersother Purchaser Parties and their respective Affiliates, if any (including, without limitation, counsel fees and expenses), incurred in connection with the enforcement (whether through negotiations, legal proceedings of any of their respective rights or otherwise) remedies under the provisions of this Agreement and the other documents to be delivered hereunder, including, without limitation, reasonable fees and expenses of counsel for the Administrative Agent and the Lenders in connection with the enforcement of rights under this Section 8.04(a)Transaction Documents. (b) AEP agrees to indemnify and hold harmless each Lender, the Administrative Agent, the Swingline Bank, the LC Issuing Banks and each of their respective Affiliates and their officers, directors, controlling persons, employees, agents and advisors (each, an “Indemnified Party”) from and against any and all claims, damages, losses and liabilities, joint or several, to which any such Indemnified Party may become subject, in each case arising out of or in connection with or relating to (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) (i) this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions of Credit or (ii) the actual or alleged presence of Hazardous Materials on any property of any Borrower or any of its Subsidiaries or any Environmental Action relating in any way to any Borrower or any of its Subsidiaries, and to reimburse any Indemnified Party for any and all reasonable expenses (including, without limitation, reasonable fees and expenses of counsel) as they are incurred in connection with the investigation of or preparation for or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party and whether or not such claim, action or proceeding is initiated or brought by or on behalf of such Borrower or any of its Affiliates and whether or not any of the transactions contemplated hereby are consummated or this Agreement is terminated, except to the extent such claim, damage, loss, liability or expense is found in a judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 8.04(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. Each Borrower agrees not to assert any claim against the Administrative Agent, any Lender, any of their respective Affiliates, or any of their respective directors, officers, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions of Credit. (c) If any payment of principal of, or Conversion of, any Eurodollar Rate Advance is made by any Borrower to or for the account of a Lender other than on the last day of the Interest Period for such Advance, as a result of a payment or Conversion pursuant to Section 2.07, 2.10(e), 2.13 or 2.15, acceleration of the maturity of the outstanding Borrowings pursuant to Section 6.01 or for any other reason (in the case of any such payment or Conversion), such Borrower shall, promptly upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses that it may reasonably incur as a result of such payment or Conversion, including, without limitation, any loss (other than loss of Applicable Margin), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (d) Without prejudice to the survival of any other agreement of the Borrowers hereunder, the respective agreements and obligations of the Borrowers contained in Sections 2.14, 2.17 and 8.04 shall survive the payment in full of principal, interest and all other amounts payable hereunder. (e) Each Borrower agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to such Borrower or its respective security holders or creditors related to or arising out of or in connection with this Agreement, the Extensions of Credit or the use or proposed use of the proceeds thereof, any of the transactions contemplated by any of the foregoing or in the loan documentation and the performance by an Indemnified Party by any of the foregoing except to the extent that any loss, claim, damage, liability or expense is found in a judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct. (f) In the event that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against any Borrower or any of its Affiliates in which such Indemnified Party is not named as a defendant, such Borrower agrees to reimburse such Indemnified Party for all reasonable expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, including, without limitation, the fees and disbursements of its legal counsel.

Costs and Expenses. (a) AEP agrees to pay promptly upon demand all reasonable out-of-pocket costs and expenses of The Borrower shall reimburse the Administrative Agent for all reasonable out of pocket expenses incurred in connection with the preparation, execution, delivery, administration, modification negotiation and amendment preparation of this Agreement and the other documents to be delivered hereunder, including, without limitation, (i) all due diligence, syndication Transaction Documents (including printing, distribution and bank meetings), transportation, computer, duplication, appraisal, consultant, and audit expenses and (ii) the reasonable fees and expenses of counsel for all of its special counsel, advisors, consultants and auditors retained in connection with the transactions contemplated thereby and advice in connection therewith). The Borrower shall reimburse each Lender and the Administrative Agent with respect thereto for all reasonable fees, costs and with respect to advising expenses, including the Administrative Agent as to its rights and responsibilities under this Agreement. AEP further agrees to pay promptly upon demand all reasonable fees, costs and expenses of counsel or other advisors (including environmental and management consultants and appraisers) for advice, assistance, or other representation in connection with: (i) the forwarding to the Borrower or any other Person on behalf of the Borrower by any Lender of any proceeds of Advances made by such Lender hereunder; (ii) any amendment, modification or waiver (whether or not consummated) of, consent with respect to, or termination of this Agreement or any of the other Transaction Documents or advice in connection with the administration hereof or thereof or their respective rights hereunder or thereunder; (iii) any Litigation, contest or dispute (whether instituted by the Borrower, any Lender, the Administrative Agent or any other Person as a party, witness, or otherwise) in any way relating to the Borrower Collateral, any of the Transaction Documents or any other agreement to be executed or delivered in connection herewith or therewith, including any Litigation, contest, dispute, suit, case, proceeding or action, and the Lenders, if any (including, without limitation, counsel fees and expenses)appeal or review thereof, in connection with a case commenced by or against the enforcement (whether through negotiationsBorrower, legal proceedings the Servicer or otherwise) of this Agreement and the any other documents Person that may be obligated to be delivered hereunder, including, without limitation, reasonable fees and expenses of counsel for any Lender or the Administrative Agent and by virtue of the Lenders Transaction Documents, including any such Litigation, contest, dispute, suit, proceeding or action arising in connection with any work-out or restructuring of the enforcement transactions contemplated hereby during the pendency of rights under this Section 8.04(a).one or more Termination Events or Designated Events; (biv) AEP agrees any attempt to indemnify and hold harmless each Lenderenforce any remedies of a Lender or the Administrative Agent against the Borrower, the Administrative AgentServicer or any other Person that may be obligated to them by virtue of any of the Transaction Documents, including any such attempt to enforce any such remedies in the course of any work-out or restructuring of the transactions contemplated hereby during the pendency of one or more Termination Events or Designated Events; (v) any work-out or restructuring of the transactions contemplated hereby during the pendency of one or more Termination Events or Designated Events; and (vi) efforts to (A) monitor the Advances or any of the Borrower Obligations, (B) evaluate, observe or assess the Sellers, the Swingline BankParent, the LC Issuing Banks and each of Borrower or the Servicer or their respective Affiliates affairs, and their officers(C) verify, directorsprotect, controlling personsevaluate, employeesassess, agents appraise, collect, sell, liquidate or otherwise dispose of any of the Borrower Collateral; including all attorneys’ and advisors (eachother professional and service providers’ fees arising from such services, an “Indemnified Party”) from and against including those in connection with any appellate proceedings, and all claimsreasonable expenses, damagescosts, losses charges and liabilities, joint or several, to which any other fees incurred by such Indemnified Party may become subject, in each case arising out of or counsel and others in connection with or relating to (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) (i) this Agreement, any of the transactions contemplated herein events or actions described in this Section 12.04, all of which shall be payable, on demand, by the Borrower to the applicable Lender or the actual or proposed use Administrative Agent, as applicable. Without limiting the generality of the proceeds of the Extensions of Credit or (ii) the actual or alleged presence of Hazardous Materials on any property of any Borrower or any of its Subsidiaries or any Environmental Action relating in any way to any Borrower or any of its Subsidiariesforegoing, such expenses, costs, charges and to reimburse any Indemnified Party for any and all reasonable expenses (includingfees may include: fees, without limitation, reasonable fees costs and expenses of counsel) as they are accountants, environmental advisors, appraisers, investment bankers, management and other consultants and paralegals; court costs and expenses; photocopying and duplication expenses; court reporter fees, costs and expenses; long distance telephone charges; air express charges; telegram or facsimile charges; secretarial overtime charges; and expenses for travel, lodging and food paid or incurred in connection with the investigation of or preparation for or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party and whether or not such claim, action or proceeding is initiated or brought by or on behalf performance of such Borrower or any of its Affiliates and whether or not any of the transactions contemplated hereby are consummated or this Agreement is terminated, except to the extent such claim, damage, loss, liability or expense is found in a judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct. In the case of an investigation, litigation legal or other proceeding to which the indemnity in this Section 8.04(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. Each Borrower agrees not to assert any claim against the Administrative Agent, any Lender, any of their respective Affiliates, or any of their respective directors, officers, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions of Creditadvisory services. (c) If any payment of principal of, or Conversion of, any Eurodollar Rate Advance is made by any Borrower to or for the account of a Lender other than on the last day of the Interest Period for such Advance, as a result of a payment or Conversion pursuant to Section 2.07, 2.10(e), 2.13 or 2.15, acceleration of the maturity of the outstanding Borrowings pursuant to Section 6.01 or for any other reason (in the case of any such payment or Conversion), such Borrower shall, promptly upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses that it may reasonably incur as a result of such payment or Conversion, including, without limitation, any loss (other than loss of Applicable Margin), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (d) Without prejudice to the survival of any other agreement of the Borrowers hereunder, the respective agreements and obligations of the Borrowers contained in Sections 2.14, 2.17 and 8.04 shall survive the payment in full of principal, interest and all other amounts payable hereunder. (e) Each Borrower agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to such Borrower or its respective security holders or creditors related to or arising out of or in connection with this Agreement, the Extensions of Credit or the use or proposed use of the proceeds thereof, any of the transactions contemplated by any of the foregoing or in the loan documentation and the performance by an Indemnified Party by any of the foregoing except to the extent that any loss, claim, damage, liability or expense is found in a judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct. (f) In the event that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against any Borrower or any of its Affiliates in which such Indemnified Party is not named as a defendant, such Borrower agrees to reimburse such Indemnified Party for all reasonable expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, including, without limitation, the fees and disbursements of its legal counsel.

Costs and Expenses. (a) AEP The Borrower agrees to pay promptly upon on demand all reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, execution, delivery, administration, modification and amendment of this Agreement Agreement, the Notes and the other documents to be delivered hereunder, including, without limitation, (iA) all due diligence, syndication (including printing, distribution and bank meetings), transportation, computer, duplication, appraisal, consultanttransportation and duplication expenses, and audit expenses and (iiB) the reasonable fees and expenses of counsel for the Administrative Agent with respect thereto and with respect to advising the Administrative Agent as to its rights and responsibilities under this Agreement. AEP The Borrower further agrees to pay promptly upon on demand all reasonable out-of-pocket costs and expenses of the Administrative Agent and the Lenders, if any (including, without limitation, reasonable counsel fees and expenses), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement Agreement, the Notes and the other documents to be delivered hereunder, including, without limitation, reasonable fees and expenses of counsel for the Administrative Agent and the Lenders each Lender in connection with the enforcement of rights under this Section 8.04(a). (b) AEP The Borrower agrees to indemnify and hold harmless the Agent and each Lender, the Administrative Agent, the Swingline Bank, the LC Issuing Banks Lender and each of their respective Affiliates and their officers, directors, controlling persons, employees, agents and advisors (each, an “Indemnified Party”) from and against any and all claims, damages, losses losses, liabilities and liabilitiesexpenses (including, joint without limitation, reasonable fees and expenses of counsel) that may be incurred by or several, to which asserted or awarded against any such Indemnified Party may become subjectParty, in each case arising out of or in connection with or relating to (includingby reason of, without limitation, or in connection with the preparation for a defense of, any investigation, litigation or proceeding arising out of, related to or preparation of a defense in connection therewith) (i) with the Notes, this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions of Credit or (ii) the actual or alleged presence of Hazardous Materials on any property of any Borrower or any of its Subsidiaries or any Environmental Action relating in any way to any Borrower or any of its SubsidiariesAdvances, and to reimburse any Indemnified Party for any and all reasonable expenses (including, without limitation, reasonable fees and expenses of counsel) as they are incurred in connection with the investigation of or preparation for or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party and whether or not such claim, action or proceeding is initiated or brought by or on behalf of such Borrower or any of its Affiliates and whether or not any of the transactions contemplated hereby are consummated or this Agreement is terminated, except to the extent such claim, damage, loss, liability or expense is found in a judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 8.04(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any the Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. Each Borrower agrees not , except to assert any claim against the Administrative Agentextent such claim, any Lenderdamage, any loss, liability or expense is found in a final, non-appealable judgment by a court of their respective Affiliates, competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or any willful misconduct or breach of their respective directors, officers, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to its obligations under this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions of Credit. (c) If any payment of principal of, or Conversion of, any Eurodollar Rate Advance or LIBO Rate Advance is made by any the Borrower to or for the account of a Lender other than on the last day of the Interest Period for such Advance, as a result of a payment or Conversion pursuant to Section 2.07, 2.10(e2.08(d) or (e), 2.13 2.09, 2.10 or 2.152.12, acceleration of the maturity of the outstanding Borrowings Notes pursuant to Section 6.01 or for any other reason (in reason, or by an Eligible Assignee to a Lender other than on the case last day of any an Interest Period for such payment or ConversionAdvance upon an assignment of rights and obligations under this Agreement pursuant to Section 8.07 as a result of a demand by the Borrower pursuant to Section 8.07(a), such the Borrower shall, promptly upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses that it may reasonably incur as a result of such payment or Conversion, including, without limitation, any loss (other than excluding loss of Applicable Marginanticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (d) Without prejudice to the survival of any other agreement of the Borrowers Borrower hereunder, the respective agreements and obligations of the Borrowers Borrower contained in Sections 2.142.11, 2.17 2.14 and 8.04 shall survive the payment in full of principal, interest and all other amounts payable hereunderhereunder and under the Notes. (e) Each Borrower agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to such Borrower or its respective security holders or creditors related to or arising out of or in connection with this Agreement, the Extensions of Credit or the use or proposed use of the proceeds thereof, any of the transactions contemplated by any of the foregoing or in the loan documentation and the performance by an Indemnified Party by any of the foregoing except to the extent that any loss, claim, damage, liability or expense is found in a judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct. (f) In the event that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against any Borrower or any of its Affiliates in which such Indemnified Party is not named as a defendant, such Borrower agrees to reimburse such Indemnified Party for all reasonable expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, including, without limitation, the fees and disbursements of its legal counsel.

Costs and Expenses. (a) AEP The Borrower agrees to pay promptly upon on demand all reasonable out-of-pocket costs and expenses of the Administrative Agent and Citigroup Global Markets Inc. in connection with the preparation, execution, delivery, administration, modification and amendment of this Agreement Agreement, any Notes and the other documents to be delivered hereunder, including, without limitation, (i) all due diligence, syndication (including printing, distribution and bank meetings), transportation, computer, duplication, appraisal, consultant, and audit ) expenses and (ii) the reasonable fees and expenses of counsel for the Administrative Agent with respect thereto and with respect to advising the Administrative Agent as to its rights and responsibilities under this Agreementthereto. AEP The Borrower further agrees to pay promptly upon on demand all reasonable out-of-pocket costs and expenses of the Administrative Agent and the Lenders, if any (including, without limitation, reasonable counsel fees and expenses), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement Agreement, any Notes and the other documents to be delivered hereunder, including, without limitation, reasonable fees and expenses of counsel for the Administrative Agent and the Lenders each Lender in connection with the enforcement of rights under this Section 8.04(a). (b) AEP The Borrower agrees to defend, protect, indemnify and hold harmless the Agent, each Arranger, each Lender, the Administrative Agent, the Swingline Bank, the LC Issuing Banks and each of their respective Affiliates and their officers, directors, controlling persons, employees, agents and advisors (each, an “Indemnified Party”) from and against any and all claimsliabilities, obligations, losses (other than loss of profits), damages, losses penalties, actions, judgments, suits, claims, costs, expenses and liabilities, joint disbursements of any kind or several, to which nature whatsoever (excluding any such Indemnified Party may become subject, in each case arising out of or in connection with or relating to (taxes and including, without limitation, the reasonable fees and disbursements of counsel for such Indemnified Party in connection with any investigationinvestigative, litigation administrative or proceeding or preparation of a defense in connection therewith) (i) this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions of Credit or (ii) the actual or alleged presence of Hazardous Materials on any property of any Borrower or any of its Subsidiaries or any Environmental Action relating in any way to any Borrower or any of its Subsidiaries, and to reimburse any Indemnified Party for any and all reasonable expenses (including, without limitation, reasonable fees and expenses of counsel) as they are incurred in connection with the investigation of or preparation for or defense of any pending or threatened claim or any action or proceeding arising therefromjudicial proceeding, whether or not such Indemnified Party is shall be designated a party and whether thereto), imposed on, incurred by, or not asserted against such claimIndemnified Party in any manner relating to or arising out of this Agreement, action or proceeding is initiated or brought by or on behalf of such Borrower or any of its Affiliates and whether or not Notes, any of the transactions contemplated hereby are consummated or this Agreement is terminatedthereby, except the Commitments, the use of proceeds, or any act, event or transaction related or attendant thereto (collectively, the “Indemnified Matters”); provided, however, the Borrower shall have no obligation to an Indemnified Party hereunder with respect to Indemnified Matters directly caused by or directly resulting from the extent willful misconduct or gross negligence of such claimIndemnified Party, damage, loss, liability or expense is found in a judgment as determined by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconductjurisdiction. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 8.04(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any the Borrower, its directors, shareholders equityholders or creditors or an Indemnified Party or any other Person Person, whether or not any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. Each The Borrower also agrees not to assert any claim for special, indirect, consequential or punitive damages against the Administrative Agent, any Lender, any of their respective Affiliates, or any of their respective directors, officers, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to any Notes, this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions of CreditAdvances. (c) Promptly after receipt by any Indemnified Party of written notice of any Indemnified Matter in respect of which indemnity may be sought by it under this Section 8.04, such Indemnified Party shall notify the Borrower thereof; provided that failure to give any such notice hereunder shall not affect the obligation of the Borrower under this Section 8.04. Thereafter, such Indemnified Party and the Borrower shall consult, to the extent appropriate, with a view to minimizing the cost to the Borrower of its obligations hereunder. In case any such Indemnified Party receives written notice of any Indemnified Matter in respect of which indemnity may be sought by it hereunder and it notifies the Borrower thereof, the Borrower shall be entitled to participate in the defense thereof, and to the extent that the Borrower may elect by notice delivered to such Indemnified Party promptly after receiving aforesaid notice from such Indemnified Party, to assume the defense thereof, with counsel reasonably satisfactory at all times to such Indemnified Party and at the Borrower’s expense; provided, that if (i) the use of counsel chosen by the Borrower to represent such Indemnified Party would present such counsel with a conflict of interest or (ii) the parties against whom any Indemnified Matter arises include both such Indemnified Party and the Borrower and such Indemnified Party shall have reasonably concluded that there may be legal defenses available to it or other Indemnified Parties which are different from or additional to those available to the Borrower and may conflict therewith, such Indemnified Party shall have the right to select separate counsel to assume such legal defense and otherwise to participate in the defense of such Indemnified Matter on behalf of such Indemnified Party at the Borrower’s expense. Upon receipt of notice from the Borrower to such Indemnified Party of the Borrower’s election so to assume the defense of such Indemnified Matter, and approval of counsel by such Indemnified Party, the Borrower shall not be liable to such Indemnified Party for any legal expenses subsequently incurred by such Indemnified Party in connection with the defense thereof unless (i) such Indemnified Party shall have employed counsel in connection with the assumption of legal defenses in accordance with the proviso to the next preceding sentence, (ii) the Borrower shall not have employed within a reasonable time and continued to employ counsel reasonably satisfactory to such Indemnified Party to represent such Indemnified Party, or (iii) the Borrower shall have approved the employment of counsel for such Indemnified Party at the Borrower’s expense. The Borrower shall not be liable for any settlement of any claim, action or proceeding effected without its written consent, which consent shall not be unreasonably withheld. The Borrower will not settle any claim, action or proceeding affecting any Indemnified Party in respect of which indemnity may be sought against the Borrower under this Agreement, whether or not such Indemnified Party is an actual or potential party to such claim, action or proceeding, without such Indemnified Party’s written consent, which shall not be unreasonably withheld, unless such settlement (x) does not require any performance by or adverse admission of such Indemnified Party, (y) does not adversely affect its business and (z) includes an unconditional release of such Indemnified Party from all liability arising out of such claim, action or proceeding. (d) If any payment of principal of, or Conversion of, any Eurodollar Eurocurrency Rate Advance, LIBO Rate Advance or Local Rate Advance is made by any the Borrower to or for the account of a Lender other than on the last day of the Interest Period for such Advance, as a result of a payment or Conversion pursuant to Section 2.07, 2.10(e2.08(c) or (d), 2.13 2.10 or 2.152.12, acceleration of the maturity of the outstanding Borrowings Advances pursuant to Section 6.01 or for any other reason (in reason, or by an Eligible Assignee to a Lender other than on the case last day of any the Interest Period for such payment or ConversionAdvance upon an assignment of rights and obligations under this Agreement pursuant to Section 8.07 as a result of a demand by the Borrower pursuant to Section 8.07(a), such the Borrower shall, promptly upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses that it may reasonably incur as a result of such payment or Conversion, including, without limitation, any loss (other than excluding loss of Applicable Marginanticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. If the amount of the Committed Currency purchased by any Lender in the case of a Conversion or exchange of Advances in the case of Section 2.08 or 2.12 exceeds the sum required to satisfy such Lender’s liability in respect of such Advances, such Lender agrees to remit to the Borrower such excess. (de) Without prejudice to the survival of any other agreement of the Borrowers Borrower hereunder, the respective agreements and obligations of the Borrowers Borrower contained in Sections 2.142.11, 2.17 2.14 and 8.04 shall survive the payment in full of principal, interest and all other amounts payable hereunderhereunder and under any Notes. (e) Each Borrower agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to such Borrower or its respective security holders or creditors related to or arising out of or in connection with this Agreement, the Extensions of Credit or the use or proposed use of the proceeds thereof, any of the transactions contemplated by any of the foregoing or in the loan documentation and the performance by an Indemnified Party by any of the foregoing except to the extent that any loss, claim, damage, liability or expense is found in a judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct. (f) In the event that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against any Borrower or any of its Affiliates in which such Indemnified Party is not named as a defendant, such Borrower agrees to reimburse such Indemnified Party for all reasonable expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, including, without limitation, the fees and disbursements of its legal counsel.

Costs and Expenses. The Borrower and any other Credit Party, jointly and severally, shall pay (ai) AEP agrees to pay promptly upon demand all reasonable out-of-and documented out of pocket costs expenses incurred by the Administrative Agent and expenses its Affiliates (including the reasonable fees, charges and disbursements of one counsel for the Administrative Agent and, if reasonably necessary, of one local counsel to the Administrative Agent in any relevant material jurisdiction), in connection with the syndication of the Credit Facility, the preparation, negotiation, execution, delivery, administration, modification delivery and amendment administration of this Agreement and the other documents to be delivered hereunderLoan Documents or any amendments, including, without limitation, (i) all due diligence, syndication (including printing, distribution and bank meetings), transportation, computer, duplication, appraisal, consultant, and audit expenses and (ii) the reasonable fees and expenses of counsel for the Administrative Agent with respect thereto and with respect to advising the Administrative Agent as to its rights and responsibilities under this Agreement. AEP further agrees to pay promptly upon demand all costs and expenses modifications or waivers of the Administrative Agent and the Lenders, if any provisions hereof or thereof (including, without limitation, counsel fees and expenses), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the other documents to be delivered hereunder, including, without limitation, reasonable fees and expenses of counsel for the Administrative Agent and the Lenders in connection with the enforcement of rights under this Section 8.04(a). (b) AEP agrees to indemnify and hold harmless each Lender, the Administrative Agent, the Swingline Bank, the LC Issuing Banks and each of their respective Affiliates and their officers, directors, controlling persons, employees, agents and advisors (each, an “Indemnified Party”) from and against any and all claims, damages, losses and liabilities, joint or several, to which any such Indemnified Party may become subject, in each case arising out of or in connection with or relating to (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) (i) this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions of Credit or (ii) the actual or alleged presence of Hazardous Materials on any property of any Borrower or any of its Subsidiaries or any Environmental Action relating in any way to any Borrower or any of its Subsidiaries, and to reimburse any Indemnified Party for any and all reasonable expenses (including, without limitation, reasonable fees and expenses of counsel) as they are incurred in connection with the investigation of or preparation for or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party and whether or not such claim, action or proceeding is initiated or brought by or on behalf of such Borrower or any of its Affiliates and whether or not any of the transactions contemplated hereby are consummated or this Agreement is terminated, except to the extent such claim, damage, loss, liability or expense is found in a judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 8.04(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are or thereby shall be consummated. Each Borrower agrees not to assert ), (ii) all reasonable and documented out of pocket expenses incurred by the Issuing Lender in connection with the issuance, amendment, renewal or extension of any claim against 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 Issuing Lender (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, the Lenders and the Issuing Lender) in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, any of their respective Affiliatesincluding its rights under this Section, or any (B) in connection with the Loans made or Letters of their respective directorsCredit issued hereunder, officers, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising including all such out of pocket expenses incurred during any workout, restructuring or otherwise relating to this Agreement, any negotiations in respect of the transactions contemplated herein such Loans or the actual or proposed use of the proceeds of the Extensions Letters of Credit. (c) If any payment of principal of; provided that, or Conversion of, any Eurodollar Rate Advance is made by any Borrower to or for the account of a Lender other than on the last day of the Interest Period for such Advance, as a result of a payment or Conversion pursuant to Section 2.07, 2.10(e), 2.13 or 2.15, acceleration of the maturity of the outstanding Borrowings pursuant to Section 6.01 or for any other reason (in the case of any such payment or Conversionlegal fees and expenses pursuant to this Section 12.3(a), such Borrower shallfees and expenses shall be limited to the reasonable and documented fees, promptly upon demand by such Lender (with a copy disbursements and other charges of such demand one counsel to the Administrative Agent), pay its Affiliates, the Lenders, the Issuing Lender, the Swingline Lender and the Arrangers (taken as a whole) and, if reasonably necessary, of one local counsel to the Administrative Agent for and the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses that it may reasonably incur Arrangers (taken as a result of such payment or Conversionwhole) in any relevant material jurisdiction, including, without limitation, any loss (other than loss of Applicable Margin), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (d) Without prejudice to the survival of any other agreement of the Borrowers hereunder, the respective agreements and obligations of the Borrowers contained in Sections 2.14, 2.17 and 8.04 shall survive the payment in full of principal, interest and all other amounts payable hereunder. (e) Each Borrower agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to such Borrower or its respective security holders or creditors related to or arising out of or in connection with this Agreement, the Extensions of Credit or the use or proposed use of the proceeds thereof, any of the transactions contemplated by any of the foregoing or in the loan documentation and the performance by case of an Indemnified Party by any actual or perceived conflict of the foregoing except to the extent that any lossinterest, claim, damage, liability or expense is found one additional counsel in a judgment by a court of competent each relevant jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct. each group of affected persons similarly situated (f) In the event that an Indemnified Party is requested or required to appear taken as a witness in any action brought by or on behalf of or against any Borrower or any of its Affiliates in which such Indemnified Party is not named as a defendant, such Borrower agrees to reimburse such Indemnified Party for all reasonable expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, including, without limitation, the fees and disbursements of its legal counselwhole).

Costs and Expenses. (a) AEP The Borrower agrees to pay promptly upon on demand all reasonable out-of-pocket costs and expenses of the Administrative Agent Lender in connection with the preparation, execution, delivery, administration, modification and modification, waiver or amendment of this Agreement and the any Loan Documents or any other documents to be delivered hereunderhereunder or thereunder after the Effective Date (whether or not the transactions contemplated hereby or thereby shall be consummated) provided that, includingin the case of the initial preparation and execution of the Loan Documents only, without limitation, (i) all due diligence, syndication (including printing, distribution the Borrower shall not be required to pay an amount in excess of US$100,000 in respect of such costs and bank meetings), transportation, computer, duplication, appraisal, consultant, and audit expenses and (ii) the reasonable fees and expenses of counsel for the Administrative Agent with respect thereto and with respect to advising the Administrative Agent as to its rights and responsibilities under this Agreementexpenses. AEP The Borrower further agrees to pay promptly upon on demand all costs and expenses of the Administrative Agent and the LendersLender, if any (including, without limitation, counsel fees and expensesexpenses and, following an Event of Default, Hedging Costs), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement Agreement, the other Loan Documents and the other documents to be delivered hereunder, including, without limitation, reasonable fees and expenses of counsel for the Administrative Agent and the Lenders Lender in connection with the enforcement of rights under this Section 8.04(a7.04(a). (b) AEP The Borrower agrees to indemnify and hold harmless each Lender, the Administrative Agent, the Swingline Bank, the LC Issuing Banks Lender and each of their respective its Affiliates and their officers, directors, controlling persons, employees, agents and advisors (each, an “"Indemnified Party”") from and against any and all claims, damages, losses losses, liabilities and liabilitiesexpenses (including, joint without limitation, reasonable fees and expenses of counsel (including attorneys who may be employees of the Lender) and settlement costs) incurred by or several, to which asserted or awarded against any such Indemnified Party may become subjectParty, in each case arising out of or in connection with or relating to by reason of (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) (i) the Promissory Note, this Agreement, any of the other Loan Documents or any of the transactions contemplated herein or therein, the actual or proposed use of the proceeds of the Extensions of Credit or (ii) the actual or alleged presence of Hazardous Materials on any property of any Borrower or any of its Subsidiaries or any Environmental Action relating in any way to any Borrower or any of its Subsidiaries, and to reimburse any Indemnified Party for any and all reasonable expenses (including, without limitation, reasonable fees and expenses of counsel) as they are incurred in connection with the investigation of or preparation for or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party and whether or not such claim, action or proceeding is initiated or brought by or on behalf of such Borrower or any of its Affiliates and whether or not any of the transactions contemplated hereby are consummated or this Agreement is terminatedLoan, except to the extent such claim, damage, loss, liability or expense (i) is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s 's gross negligence negligence, fraud or willful misconduct, (ii) results from a claim brought by the Borrower against an Indemnified Party for breach in bad faith of such Indemnified Party's obligations hereunder or under any other Loan Document, if the Borrower has obtained a final non-appealable judgment by a court of competent jurisdiction that such Indemnified Party has breached in bad faith such obligations or (iii) arises out of any claim, litigation, investigation or proceeding brought by such Indemnified Party against another Indemnified Party that does not involve any act or omission of the Borrower. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 8.04(b7.04(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any the Borrower, its directors, shareholders equity holders or creditors or an Indemnified Party or any other Person Person, whether or not any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. Each The Borrower also agrees not to assert any claim for special, indirect, consequential or punitive damages against the Administrative Agent, any Lender, any of their respective its Affiliates, or any of their respective directors, officers, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages liability arising out of or otherwise relating to the Promissory Note, this Agreement, any other Loan Document or any of the transactions contemplated herein or therein or the actual or proposed use of the proceeds of the Extensions of CreditLoan. (c) If any payment of principal of, or Conversion of, any Eurodollar Rate Advance is made by any Borrower to or for the account of a Lender other than on the last day of the Interest Period for such Advance, as a result of a payment or Conversion pursuant to Section 2.07, 2.10(e), 2.13 or 2.15, acceleration of the maturity of the outstanding Borrowings pursuant to Section 6.01 or for any other reason (in the case of any such payment or Conversion), such Borrower shall, promptly upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses that it may reasonably incur as a result of such payment or Conversion, including, without limitation, any loss (other than loss of Applicable Margin), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (d) Without prejudice to the survival of any other agreement of the Borrowers Borrower hereunder, the respective agreements and obligations of the Borrowers Borrower contained in Sections 2.14Section 2.09, 2.17 Section 2.12, Section 7.04, Section 7.07 and 8.04 Section 7.09 shall survive the payment in full of principal, interest and all other amounts payable hereunderhereunder and under the Promissory Note. (e) Each Borrower agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to such Borrower or its respective security holders or creditors related to or arising out of or in connection with this Agreement, the Extensions of Credit or the use or proposed use of the proceeds thereof, any of the transactions contemplated by any of the foregoing or in the loan documentation and the performance by an Indemnified Party by any of the foregoing except to the extent that any loss, claim, damage, liability or expense is found in a judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct. (f) In the event that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against any Borrower or any of its Affiliates in which such Indemnified Party is not named as a defendant, such Borrower agrees to reimburse such Indemnified Party for all reasonable expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, including, without limitation, the fees and disbursements of its legal counsel.

Costs and Expenses. (a) AEP agrees The Borrowers agree to pay promptly upon on demand all reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, execution, delivery, administration, modification and amendment of this Agreement Agreement, the Notes and the other documents to be delivered hereunder, including, without limitation, (iA) all due diligence, syndication (including printing, distribution and bank meetings), transportation, computer, duplication, appraisal, consultant, and audit expenses and (iiB) the reasonable fees and expenses of outside counsel for the Administrative Agent with respect thereto and with respect to advising the Administrative Agent as to its rights and responsibilities under this Agreement. AEP The Borrowers further agrees agree to pay promptly upon on demand all costs and expenses of the Administrative Agent and the Lenders, if any (including, without limitation, reasonable counsel fees and expenses), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement Agreement, the Notes and the other documents to be delivered hereunder, including, without limitation, reasonable fees and expenses of counsel for the Administrative Agent and the Lenders each Lender in connection with the enforcement of rights under this Section 8.04(a9.04(a). (b) AEP agrees The Borrowers agree to indemnify and hold harmless each Lender, the Administrative Agent, the Swingline Bank, the LC Issuing Banks Agent and each Lender and each of their respective Affiliates and their officers, directors, controlling persons, employees, agents and advisors (each, an “"Indemnified Party”") from and against any and all claims, damages, losses losses, liabilities and liabilitiesexpenses (including, joint without limitation, reasonable fees and expenses of counsel) that may be incurred by or several, to which asserted or awarded against any such Indemnified Party may become subjectParty, in each case arising out of or in connection with or relating to by reason of (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) (i) the Notes, this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions of Credit or (ii) the actual or alleged presence of Hazardous Materials on any property of any Borrower or any of its Subsidiaries or any Environmental Action relating in any way to any Borrower or any of its Subsidiaries, and to reimburse any Indemnified Party for any and all reasonable expenses (including, without limitation, reasonable fees and expenses of counsel) as they are incurred in connection with the investigation of or preparation for or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party and whether or not such claim, action or proceeding is initiated or brought by or on behalf of such Borrower or any of its Affiliates and whether or not any of the transactions contemplated hereby are consummated or this Agreement is terminatedAdvances, except to the extent such claim, damage, loss, liability or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s 's gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 8.04(b9.04(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. Each Borrower also agrees not to assert any claim against the Administrative Agent, any Lender, any of their respective Affiliates, or any of their respective directors, officers, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to the Notes, this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions of CreditAdvances. (c) If any payment of principal of, or Conversion of, any Eurodollar Rate Advance or LIBO Rate Advance is made by any Borrower to or for the account of a Lender other than on the last day of the Interest Period for such Advance, as a result of a payment or Conversion pursuant to Section 2.07, 2.10(e2.08(d) or (e), 2.13 2.10 or 2.152.12, acceleration of the maturity of the outstanding Borrowings Notes pursuant to Section 6.01 or for any other reason (in reason, or by an Eligible Assignee to a Lender other than on the case last day of any the Interest Period for such payment or ConversionAdvance upon an assignment of rights and obligations under this Agreement pursuant to Section 9.07 as a result of a demand by the Borrowers pursuant to Section 9.07(a), such Borrower shall, promptly upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses that it may reasonably incur as a result of such payment or Conversion, including, without limitation, any loss (other than including loss of Applicable Margin), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (d) Without prejudice to the survival of any other agreement of the Borrowers hereunder, the respective agreements and obligations of the Borrowers contained in Sections 2.142.11, 2.17 2.14 and 8.04 9.04 shall survive the payment in full of principal, interest and all other amounts payable hereunderhereunder and under the Notes. (e) Each Borrower agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to such Borrower or its respective security holders or creditors related to or arising out of or in connection with this Agreement, the Extensions of Credit or the use or proposed use of the proceeds thereof, any of the transactions contemplated by any of the foregoing or in the loan documentation and the performance by an Indemnified Party by any of the foregoing except to the extent that any loss, claim, damage, liability or expense is found in a judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct. (f) In the event that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against any Borrower or any of its Affiliates in which such Indemnified Party is not named as a defendant, such Borrower agrees to reimburse such Indemnified Party for all reasonable expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, including, without limitation, the fees and disbursements of its legal counsel.

Costs and Expenses. (a) AEP The Company agrees to pay promptly upon on demand all reasonable out-of-pocket costs and expenses of the Administrative Agent LC Issuer incurred in connection with the preparation, execution, delivery, administration, modification and amendment of this Agreement Agreement, and the other documents to be delivered hereunder, including, without limitation, (i) all due diligence, syndication (including printing, distribution and bank meetings), transportation, computer, duplication, appraisal, consultant, and audit expenses and (ii) the reasonable fees and out-of-pocket expenses of one counsel (which shall be the same counsel, without duplication, for the Administrative Agent under the Revolving Credit Agreement) for the LC Issuer (and appropriate local counsel) with respect thereto and with respect to advising the Administrative Agent LC Issuer as to its rights and responsibilities under this Agreement. AEP The Company further agrees to pay promptly upon on demand all costs and expenses of the Administrative Agent and the Lenders, if any LC Issuer (including, without limitation, reasonable counsel fees and expenses), incurred in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement the LC Facility Documents, the Letters of Credit, and the other documents to be delivered hereunder, including, without limitation, reasonable fees hereunder and expenses of counsel for the Administrative Agent and the Lenders in connection with the enforcement of rights under this Section 8.04(a)thereunder. (b) AEP The Company agrees to indemnify and hold harmless each Lender, the Administrative Agent, the Swingline Bank, the LC Issuing Banks Issuer and each of their respective its Affiliates and their respective officers, directors, controlling persons, employees, agents and advisors (each, an “Indemnified Party”) from and against any and all claimsclaims (other than lost profits), damages, losses liabilities and liabilities, joint or several, to which any such Indemnified Party may become subject, in each case arising out of or in connection with or relating to (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) (i) this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions of Credit or (ii) the actual or alleged presence of Hazardous Materials on any property of any Borrower or any of its Subsidiaries or any Environmental Action relating in any way to any Borrower or any of its Subsidiaries, and to reimburse any Indemnified Party for any and all reasonable expenses (including, without limitation, reasonable fees and expenses disbursements of counsel) as they are ), which may be incurred by or asserted against any Indemnified Party in connection with the investigation of or preparation for or defense arising out of any pending or threatened claim or any action investigation, litigation, or proceeding arising therefrom, (whether or not such Indemnified Party is a party and whether thereto) related to any acquisition or not such claimproposed acquisition by the Company, action or proceeding is initiated or brought by or on behalf any Subsidiary of such Borrower the Company, of all or any of its Affiliates and whether or not any portion of the transactions contemplated hereby are consummated stock or this Agreement is terminatedsubstantially all the assets of any Person or any use or proposed use of the Letters of Credit by any Account Party, except to the extent such claim, damage, loss, liability or expense is found in a judgment by a court of competent jurisdiction to shall have resulted from such Indemnified Party’s gross negligence or willful misconduct. In the case event this indemnity is unenforceable as a matter of an investigationlaw as to a particular matter or consequence referred to herein, litigation or other proceeding to which the indemnity in this Section 8.04(b) applies, such indemnity it shall be effective whether or not such investigation, litigation or proceeding is brought by any Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. Each Borrower agrees not to assert any claim against the Administrative Agent, any Lender, any of their respective Affiliates, or any of their respective directors, officers, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions of Credit. (c) If any payment of principal of, or Conversion of, any Eurodollar Rate Advance is made by any Borrower to or for the account of a Lender other than on the last day of the Interest Period for such Advance, as a result of a payment or Conversion pursuant to Section 2.07, 2.10(e), 2.13 or 2.15, acceleration of the maturity of the outstanding Borrowings pursuant to Section 6.01 or for any other reason (in the case of any such payment or Conversion), such Borrower shall, promptly upon demand by such Lender (with a copy of such demand enforceable to the Administrative Agent), pay full extent permitted by law. The indemnification provisions set forth above shall be in addition to any liability the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses that it Company may reasonably incur as a result of such payment or Conversion, including, without limitation, any loss (other than loss of Applicable Margin), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (d) otherwise have. Without prejudice to the survival of any other agreement obligation of the Borrowers Company hereunder, the respective agreements indemnities and obligations of the Borrowers Company contained in Sections 2.14, 2.17 and this Section 8.04 shall survive the payment in full of principal, interest and all other amounts payable hereunder. (e) Each Borrower agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to such Borrower or its respective security holders or creditors related to or arising out of or in connection with this Agreement, the Extensions of Credit or the use or proposed use Obligations of the proceeds thereof, any of the transactions contemplated by any of the foregoing or in the loan documentation and the performance by an Indemnified Party by any of the foregoing except to the extent that any loss, claim, damage, liability or expense is found in a judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconductAccount Parties. (f) In the event that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against any Borrower or any of its Affiliates in which such Indemnified Party is not named as a defendant, such Borrower agrees to reimburse such Indemnified Party for all reasonable expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, including, without limitation, the fees and disbursements of its legal counsel.

Costs and Expenses. (a) AEP agrees The Borrowers agree to pay promptly upon on demand all reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, execution, delivery, administration, modification and amendment of this Agreement Agreement, the Notes and the other documents to be delivered hereunder, including, without limitation, (iA) all due diligence, syndication (including printing, distribution and bank meetings), transportation, computer, duplication, appraisal, consultant, and audit expenses and (iiB) the reasonable fees and expenses of counsel for the Administrative Agent with respect thereto and with respect to advising the Administrative Agent as to its rights and responsibilities under this Agreement. AEP The Borrowers further agrees agree to pay promptly upon on demand all costs and expenses of the Administrative Agent and the Lenders, if any (including, without limitation, counsel reasonable fees and expensesexpenses of outside counsel and the allocated costs and expenses of in-house counsel), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement Agreement, the Notes and the other documents to be delivered hereunder, including, without limitation, reasonable fees and expenses of counsel for the Administrative Agent and the Lenders each Lender in connection with the enforcement of rights under this Section 8.04(a9.04(a). (b) AEP agrees The Borrowers agree to indemnify and hold harmless the Agent and each Lender, the Administrative Agent, the Swingline Bank, the LC Issuing Banks Lender and each of their respective Affiliates and their officers, directors, controlling persons, employees, agents and advisors (each, an “"Indemnified Party”") from and against any and all claims, damages, losses losses, liabilities and liabilitiesexpenses (including, joint without limitation, reasonable fees and expenses of counsel) incurred by or several, to which asserted or awarded against any such Indemnified Party may become subjectParty, in each case arising out of or in connection with or relating to by reason of (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) (i) the Notes, this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions of Credit Advances or (ii) the actual or alleged presence of Hazardous Materials hazardous materials on any property of any Borrower the Guarantor or any of its Subsidiaries or any Environmental Action relating in any way to any Borrower the Guarantor or any of its Subsidiaries, and to reimburse any Indemnified Party for any and all reasonable expenses (including, without limitation, reasonable fees and expenses of counsel) as they are incurred in connection with the investigation of or preparation for or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party and whether or not such claim, action or proceeding is initiated or brought by or on behalf of such Borrower or any of its Affiliates and whether or not any of the transactions contemplated hereby are consummated or this Agreement is terminated, except to the extent such claim, damage, loss, liability or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s 's gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 8.04(b9.04(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any BorrowerLoan Party, its directors, shareholders equityholders or creditors or an Indemnified Party or any other Person Person, whether or not any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. Each Borrower agrees The Loan Parties also agree not to assert any claim for special, indirect, consequential or punitive damages against the Administrative Agent, any Lender, any of their respective Affiliates, or any of their respective directors, officers, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to the Notes, this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions of CreditAdvances. (c) If any payment of principal of, or Conversion of, any Eurodollar Rate Advance is made by any Borrower to or for the account of a Lender (i) other than on the last day of the Interest Period for such Advance, as a result of a payment or Conversion pursuant to Section 2.07, 2.10(e), 2.13 2.09 or 2.152.11, acceleration of the maturity of the outstanding Borrowings Notes pursuant to Section 6.01 or for any other reason reason, or by an Eligible Assignee to a Lender other than on the last day of the Interest Period for such Advance upon an assignment of rights and obligations under this Agreement pursuant to Section 9.07 as a result of a demand by the Guarantor pursuant to Section 9.07(a) or (in the case ii) as a result of any such a payment or Conversion)Conversion pursuant to Section 2.07, 2.09 or 2.11, the Borrower of such Borrower Advance shall, promptly upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses that it may reasonably incur as a result of such payment or Conversion, including, without limitation, any loss (other than including loss of Applicable Marginanticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (d) Without prejudice to the survival of any other agreement of the Borrowers hereunder, the respective agreements and obligations of the Borrowers contained in Sections 2.142.10, 2.17 2.13 and 8.04 9.04 shall survive the payment in full of principal, interest and all other amounts payable hereunderhereunder and under the Notes. (e) Each Borrower agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to such Borrower or its respective security holders or creditors related to or arising out of or in connection with this Agreement, the Extensions of Credit or the use or proposed use of the proceeds thereof, any of the transactions contemplated by any of the foregoing or in the loan documentation and the performance by an Indemnified Party by any of the foregoing except to the extent that any loss, claim, damage, liability or expense is found in a judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct. (f) In the event that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against any Borrower or any of its Affiliates in which such Indemnified Party is not named as a defendant, such Borrower agrees to reimburse such Indemnified Party for all reasonable expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, including, without limitation, the fees and disbursements of its legal counsel.

Costs and Expenses. (a) AEP The Borrower agrees to pay promptly upon demand all reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, execution, delivery, administration, modification and amendment of this Agreement and the other documents to be delivered hereunder, including, without limitation, (i) all due diligence, syndication (including printing, distribution and bank meetings), transportation, computer, duplication, appraisal, consultant, and audit expenses and (ii) the reasonable fees and expenses of counsel for the Administrative Agent with respect thereto and with respect to advising the Administrative Agent as to its rights and responsibilities under this Agreement. AEP further agrees to pay promptly upon on demand all costs and expenses of the Administrative Agent and the LendersLender, if any (including, without limitation, including counsel fees and expenses), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement Agreement, the Notes and the other documents to be delivered hereunder, including, without limitation, reasonable fees and expenses of counsel for the Administrative Agent and the Lenders Lender in connection with the enforcement of rights under this Section 8.04(a7.04(a). (b) AEP The Borrower agrees to indemnify and hold harmless each Lender, the Administrative Agent, the Swingline Bank, the LC Issuing Banks Lender and each of their respective its Affiliates and their officers, directors, controlling personsadministrators, trustees, employees, agents and advisors (each, an “"Indemnified Party”") from and against any and all claims, damages, losses losses, liabilities and liabilities, joint expenses (including reasonable fees and expenses of counsel) incurred by or several, to which asserted or awarded against any such Indemnified Party may become subjectParty, in each case arising out of or in connection with or relating to by reason of (including, without limitation, including in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) (i) the Notes, this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions of Credit or (ii) the actual or alleged presence of Hazardous Materials on any property of any Borrower or any of its Subsidiaries or any Environmental Action relating in any way to any Borrower or any of its Subsidiaries, and to reimburse any Indemnified Party for any and all reasonable expenses (including, without limitation, reasonable fees and expenses of counsel) as they are incurred in connection with the investigation of or preparation for or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party and whether or not such claim, action or proceeding is initiated or brought by or on behalf of such Borrower or any of its Affiliates and whether or not any of the transactions contemplated hereby are consummated or this Agreement is terminatedAdvances, except to the extent such claim, damage, loss, liability or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s 's gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 8.04(b7.04(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any the Borrower, its directors, shareholders equityholders or creditors or an Indemnified Party or any other Person Person, whether or not any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. Each The Borrower also agrees not to assert any claim for special, indirect, consequential or punitive damages against the Administrative Agent, any Lender, any of their respective its Affiliates, or any of their respective directors, officers, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages liability arising out of or otherwise relating to the Notes, this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions of CreditAdvances. (c) If any payment of principal of, or Conversion of, any Eurodollar Rate Advance is made by any Borrower to or for the account of a Lender other than on the last day of the Interest Period for such Advance, as a result of a payment or Conversion pursuant to Section 2.07, 2.10(e), 2.13 or 2.15, acceleration of the maturity of the outstanding Borrowings pursuant to Section 6.01 or for any other reason (in the case of any such payment or Conversion), such Borrower shall, promptly upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses that it may reasonably incur as a result of such payment or Conversion, including, without limitation, any loss (other than loss of Applicable Margin), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (d) Without prejudice to the survival of any other agreement of the Borrowers Borrower hereunder, the respective agreements and obligations of the Borrowers Borrower contained in Sections 2.14, 2.17 and 8.04 Section 7.04 shall survive the payment in full of principal, interest and all other amounts payable hereunderhereunder and under the Notes. (e) Each Borrower agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to such Borrower or its respective security holders or creditors related to or arising out of or in connection with this Agreement, the Extensions of Credit or the use or proposed use of the proceeds thereof, any of the transactions contemplated by any of the foregoing or in the loan documentation and the performance by an Indemnified Party by any of the foregoing except to the extent that any loss, claim, damage, liability or expense is found in a judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct. (f) In the event that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against any Borrower or any of its Affiliates in which such Indemnified Party is not named as a defendant, such Borrower agrees to reimburse such Indemnified Party for all reasonable expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, including, without limitation, the fees and disbursements of its legal counsel.

Costs and Expenses. (a) AEP The Borrower agrees to pay promptly upon on demand all reasonable out-of-pocket costs and expenses of the Administrative Agent (supported by invoices) in connection with the preparation, execution, delivery, administration, modification and amendment of this Agreement Agreement, the Notes and the other documents to be delivered hereunder, including, without limitation, (iA) all reasonable due diligence, syndication (including printing, distribution and bank meetings), transportation, computer, duplication, appraisal, consultant, transportation and audit duplication expenses and (iiB) the reasonable fees and expenses of counsel for the Administrative Agent with respect thereto and with respect to advising the Administrative Agent as to its rights and responsibilities under this Agreement. AEP The Borrower further agrees to pay promptly upon on demand all costs and expenses (supported by invoices) of the Administrative Agent and the Lenders, if any (including, without limitation, reasonable counsel fees and expenses), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement Agreement, the Notes and the other documents to be delivered hereunder, including, without limitation, reasonable fees and expenses of counsel for the Administrative Agent and the Lenders each Lender in connection with the enforcement of rights under this Section 8.04(a). (b) AEP The Borrower agrees to indemnify and hold harmless the Agent and each Lender, the Administrative Agent, the Swingline Bank, the LC Issuing Banks Lender and each of their respective Affiliates and their officers, directors, controlling persons, employees, agents and advisors (each, an “Indemnified Party”) from and against any and all claims, damages, losses losses, liabilities and liabilitiesexpenses (including, joint without limitation, reasonable fees and expenses of counsel) incurred by or several, to which asserted or awarded against any such Indemnified Party may become subjectParty, in each case arising out of or in connection with or relating to by reason of (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) (i) the Notes, this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions of Credit Advances or (ii) the actual or alleged presence of Hazardous Materials on any property of any the Borrower or any of its Subsidiaries or any Environmental Action Liability relating in any way to any the Borrower or any of its Subsidiaries, and to reimburse any Indemnified Party for any and all reasonable expenses (including, without limitation, reasonable fees and expenses of counsel) as they are incurred in connection with the investigation of or preparation for or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party and whether or not such claim, action or proceeding is initiated or brought by or on behalf of such Borrower or any of its Affiliates and whether or not any of the transactions contemplated hereby are consummated or this Agreement is terminated, each case except to the extent such claim, damage, loss, liability or expense is found in a judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 8.04(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any the Borrower, its directors, shareholders equity holders or creditors or an Indemnified Party or any other Person Person, whether or not any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. Each The Borrower also agrees not to assert any claim for special, indirect, consequential or punitive damages against the Administrative Agent, any Lender, any of their respective Affiliates, or any of their respective directors, officers, employees, attorneys and agents, and the Lenders and the Agent agree not to assert any such claim against the Borrower, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to the Notes, this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions of CreditAdvances. (c) If any payment of principal of, or Conversion of, any Eurodollar Rate Advance is made by any the Borrower to or for the account of a Lender other than on the last day of the Interest Period for such Advance, as a result of a payment or Conversion pursuant to Section 2.07, 2.10(e2.08(d) or (e), 2.13 2.10 or 2.152.12, acceleration of the maturity of the outstanding Borrowings Notes pursuant to Section 6.01 or for any other reason (in reason, or by an Eligible Assignee to a Lender other than on the case last day of the Interest Period for such Advance upon an assignment of rights and obligations under this Agreement pursuant to Section 8.07 as a result of a demand by the Borrower pursuant to Section 2.21, or if any Borrowing of, Conversion into or continuation of any such payment Eurodollar Rate Advance is not effected after the Borrower has given notice thereof (solely to the extent the failure to take effect was caused by the Borrower or Conversiona failure to satisfy the applicable conditions in Section 3.02), such the Borrower shall, promptly upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses that it may reasonably incur as a result of such payment or Conversion, or as a result of any such Borrowing, Conversion or continuation not being effected (solely to the extent the failure to take effect was caused by the Borrower or a failure to satisfy the applicable conditions in Section 3.02), including, without limitation, any loss (other than excluding loss of anticipated profits (including the Applicable Margin)), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (d) Without prejudice to the survival of any other agreement of the Borrowers Borrower hereunder, the respective agreements and obligations of the Borrowers Borrower contained in Sections 2.142.11, 2.17 2.14 and 8.04 shall survive the payment in full of principal, interest and all other amounts payable hereunderhereunder and under the Notes. (e) Each Borrower agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to such Borrower or its respective security holders or creditors related to or arising out of or in connection with this Agreement, the Extensions of Credit or the use or proposed use of the proceeds thereof, any of the transactions contemplated by any of the foregoing or in the loan documentation and the performance by an Indemnified Party by any of the foregoing except to the extent that any loss, claim, damage, liability or expense is found in a judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct. (f) In the event that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against any Borrower or any of its Affiliates in which such Indemnified Party is not named as a defendant, such Borrower agrees to reimburse such Indemnified Party for all reasonable expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, including, without limitation, the fees and disbursements of its legal counsel.

Costs and Expenses. (a) AEP The Borrower agrees to pay promptly upon on demand all reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, execution, delivery, administration, modification and amendment of this Agreement Agreement, the Notes and the other documents to be delivered hereunder, including, without limitation, (iA) all due diligence, syndication (including printing, distribution and bank meetings), transportation, computer, duplication, appraisal, consultant, and audit expenses and (iiB) the reasonable fees and expenses of outside counsel for the Administrative Agent with respect thereto and with respect to advising the Administrative Agent as to its rights and responsibilities under this Agreement. AEP The Borrower further agrees to pay promptly upon on demand all reasonable costs and expenses of the Administrative Agent and the Eligible Lenders, if any (including, without limitation, reasonable counsel fees and expenses), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement Agreement, the Notes and the other documents to be delivered hereunder, including, without limitation, reasonable fees and expenses of outside counsel for the Administrative Agent and the Lenders each Eligible Lender in connection with the enforcement of rights under this Section 8.04(a9.03(a). (b) AEP The Borrower agrees to indemnify and hold harmless each Lender, the Administrative Agent, the Swingline Bank, the LC Issuing Banks each Eligible Lender and each of their respective Affiliates and their officers, directors, controlling persons, employees, agents and advisors (each, an “Indemnified Party”) from and against any and all claims, damages, losses losses, liabilities and liabilitiesexpenses (including, joint without limitation, reasonable fees and expenses of counsel) that may be incurred by or several, to which asserted or awarded against any such Indemnified Party may become subjectParty, in each case arising out of or in connection with or relating to by reason of (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) (i) the Notes, this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions of Credit Advances or (ii) the actual or alleged presence of Hazardous Materials on any property of any the Borrower or any of its Subsidiaries or any Environmental Action relating in any way to any the Borrower or any of its Subsidiaries, and to reimburse any Indemnified Party for any and all reasonable expenses (including, without limitation, reasonable fees and expenses of counsel) as they are incurred in connection with the investigation of or preparation for or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party and whether or not such claim, action or proceeding is initiated or brought by or on behalf of such Borrower or any of its Affiliates and whether or not any of the transactions contemplated hereby are consummated or this Agreement is terminated, except to the extent such claim, damage, loss, liability or expense is found in a judgment by a court of competent jurisdiction to have has resulted from such Indemnified Party’s (or any of its Affiliates) gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 8.04(b9.03(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any the Borrower, its Subsidiaries, its directors, shareholders or creditors or an Indemnified Party or any other Person Person, whether or not any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. Each The Borrower also agrees not to assert any claim for special, indirect, consequential or punitive damages against the Administrative Agent, any Lender, any of their respective Affiliates, or any of their respective directors, officers, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to the Notes, this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions of CreditAdvances. (c) If any payment of principal of, or Conversion of, any Eurodollar Rate Advance or Specified LIBOR Rate Advance is made by any the Borrower to or for the account of a Lender other than on the last day of the Interest Period or Specified LIBOR Rate Interest Period, as applicable, for such Advance, as a result of a payment or Conversion pursuant to Section Sections 2.07, 2.10(e), 2.13 2.09 or 2.152.11, acceleration of the maturity of the outstanding Borrowings Notes pursuant to Section 6.01 or for any other reason (in reason, the case of any such payment or Conversion), such Borrower shall, promptly upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses that it may reasonably incur as a result of such payment or Conversion, including, without limitation, any loss (other than excluding loss of Applicable Marginanticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (d) Without prejudice to the survival of any other agreement of the Borrowers Borrower hereunder, the respective agreements and obligations of the Borrowers Borrower contained in Sections 2.14, 2.17 2.10 and 8.04 9.03 shall survive the payment in full of principal, interest and all other amounts payable hereunder and under the Notes and the termination in whole of any Commitment hereunder. (e) Each Borrower agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to such Borrower or its respective security holders or creditors related to or arising out of or in connection with this Agreement, the Extensions of Credit or the use or proposed use of the proceeds thereof, any of the transactions contemplated by any of the foregoing or in the loan documentation and the performance by an Indemnified Party by any of the foregoing except to the extent that any loss, claim, damage, liability or expense is found in a judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct. (f) In the event that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against any Borrower or any of its Affiliates in which such Indemnified Party is not named as a defendant, such Borrower agrees to reimburse such Indemnified Party for all reasonable expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, including, without limitation, the fees and disbursements of its legal counsel.

Costs and Expenses. (a) AEP The Borrower agrees to pay promptly upon on demand (i) all reasonable out-of-pocket costs and expenses of the Administrative each Agent in connection with the syndication, preparation, execution, delivery, administration, modification and amendment of this Agreement of, or any consent or waiver under, the Loan Documents and the other documents to be delivered hereunder, thereunder (including, without limitation, (iA) all due diligence, syndication (including printingcollateral review, distribution and bank meetings)syndication, transportation, computer, duplication, appraisal, audit, insurance, consultant, search, filing and audit recording fees and expenses and (iiB) the reasonable fees and expenses of counsel for the Administrative Agent (including the cost of internal counsel) with respect thereto and thereto, with respect to advising the Administrative such Agent as to its rights and responsibilities responsibilities, or the perfection, protection or preservation of rights or interests, under this Agreement. AEP further agrees to pay promptly upon demand the Loan Documents), and (ii) all costs and expenses of the Administrative each Agent and the Lenders, if any (including, without limitation, counsel fees and expenses), each Lender Party in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement the Loan Documents and the other documents to be delivered hereunderthereunder, whether in any action, suit or litigation, or any bankruptcy, insolvency or other similar proceeding affecting creditors’ rights generally (including, without limitation, the reasonable fees and expenses of counsel (including the cost of internal counsel) for the Administrative Agent and the Lenders in connection each Lender Party with the enforcement of rights under this Section 8.04(arespect thereto). (b) AEP The Borrower agrees to indemnify indemnify, defend and save and hold harmless each Lender, the Administrative Agent, the Swingline Bank, the LC Issuing Banks each Lender Party and each of their respective Affiliates affiliates and their respective affiliates, officers, directors, controlling personstrustees, employees, agents and advisors (each, an “Indemnified Party”) from and against against, and shall pay on demand, any and all claims, damages, losses losses, liabilities and liabilitiesexpenses (including, joint without limitation, reasonable fees and expenses of counsel) that may be incurred by or several, to which asserted or awarded against any such Indemnified Party may become subjectParty, in each case arising out of or in connection with or relating to by reason of (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) (i) this Agreementthe Transaction (or any aspect thereof), any of the transactions contemplated herein or Facilities, the actual or proposed use of the proceeds of the Extensions Advances or the Letters of Credit Credit, the Loan Documents, or any of the transactions contemplated thereby; (ii) any acquisition or proposed acquisition by the Borrower or any of its Subsidiaries or Affiliates of all or any portion of the Equity Interests in or Debt securities or substantially all of the property and assets of any other Person; or (iiiii) the actual or alleged presence of Hazardous Materials on any property of any Borrower Loan Party or any of its Subsidiaries or any Environmental Action relating in any way to any Borrower Loan Party or any of its Subsidiaries, and to reimburse any Indemnified Party for any and all reasonable expenses (including, without limitation, reasonable fees and expenses of counsel) as they are incurred in connection with the investigation of or preparation for or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party and whether or not such claim, action or proceeding is initiated or brought by or on behalf of such Borrower or any of its Affiliates and whether or not any of the transactions contemplated hereby are consummated or this Agreement is terminated, except to the extent such claim, damage, loss, liability or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconductmisconduct or have arisen after such Loan Party or Subsidiary is dispossessed of or relinquishes its interest in such property. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 8.04(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any BorrowerLoan Party, its directors, shareholders or creditors or an Indemnified Party or any other Person Person, whether or not any Indemnified Party is otherwise a party thereto and whether or not the Transaction or any of the other transactions contemplated hereby are is consummated. Each If and to the extent that the indemnity in this subsection (b) is unenforceable for any reason other than by operation of the last clause of the first sentence of this subsection 8.04(b), the Borrower hereby agrees to make to each applicable Indemnified Party the maximum contribution to the payment of the claims, damages, losses, liabilities and expenses (including, without limitation, reasonable fees and expenses of counsel) for which the indemnity in this subsection (b) has been determined to be unenforceable that is permitted under applicable law. The Borrower also agrees not to assert any claim against the Administrative any Agent, any Lender, any of their respective Affiliates, Lender Party or any of their respective directorsaffiliates, officers, directors, trustees, employees, attorneys agents and agentsadvisors, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to this Agreementthe Transaction (or any aspect thereof) Facilities, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions Advances or the Letters of Credit, the Loan Documents, or any of the other transactions contemplated hereby. (c) If any payment of principal of, or Conversion of, any Eurodollar Rate Advance is made by any the Borrower to or for the account of a Lender Party other than on the last day of the Interest Period for such Advance, as a result of a payment or Conversion pursuant to Section 2.072.06, 2.10(e2.09(b)(i) or 2.10(d), 2.13 or 2.15, acceleration of the maturity of the outstanding Borrowings Notes pursuant to Section 6.01 or for any other reason (in reason, or by an Eligible Assignee to a Lender Party other than on the case last day of the Interest Period for such Advance upon an assignment of rights and obligations under this Agreement pursuant to Section 8.07 as a result of a demand by the Borrower pursuant to Section 8.07(a), or if the Borrower fails to make any such payment or Conversion)prepayment of an Advance for which a notice of prepayment has been given or that is otherwise required to be made, such whether pursuant to Section 2.04, 2.06 or 6.01 or otherwise, the Borrower shall, promptly upon demand by such Lender Party (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender Party any amounts required to compensate such Lender Party for any additional losses, costs or expenses that it may reasonably incur as a result of such payment or ConversionConversion or such failure to pay or prepay, as the case may be, including, without limitation, any loss (other than loss of Applicable Margin)loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender Party to fund or maintain such Advance. (d) If any Loan Party fails to pay when due, after the expiration of any grace period, if applicable, any costs, expenses or other amounts payable by it under any Loan Document, including, without limitation, fees and expenses of counsel and indemnification payments, such amount may be paid on behalf of such Loan Party by the Administrative Agent or any Lender Party, in its sole discretion. (e) Without prejudice to the survival of any other agreement of the Borrowers hereunderany Loan Party hereunder or under any other Loan Document, the respective agreements and obligations of the Borrowers Borrower contained in Sections 2.14, 2.17 2.10 and 2.13 and this Section 8.04 shall survive the payment in full of principal, interest and all other amounts payable hereunder. (e) Each Borrower agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to such Borrower or its respective security holders or creditors related to or arising out of or in connection with this Agreement, the Extensions of Credit or the use or proposed use of the proceeds thereof, hereunder and under any of the transactions contemplated by any of the foregoing or in the loan documentation and the performance by an Indemnified Party by any of the foregoing except to the extent that any loss, claim, damage, liability or expense is found in a judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconductother Loan Documents. (f) In the event that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against any Borrower or any of its Affiliates in which such Indemnified Party is not named as a defendant, such Borrower agrees to reimburse such Indemnified Party for all reasonable expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, including, without limitation, the fees and disbursements of its legal counsel.

Costs and Expenses. (a) AEP agrees The Borrowers agree to pay promptly upon on demand all reasonable reasonable, out-of-pocket costs and expenses of only the Administrative Agent in connection with the preparation, execution, delivery, administration, modification and amendment of this Agreement Agreement, the Notes and the other documents to be delivered hereunder, including, without limitation, (iA) all due diligence, syndication (including printing, distribution and bank meetings), transportation, computer, duplication, appraisal, consultant, and audit expenses and (iiB) the reasonable fees and expenses of counsel for the Administrative Agent with respect thereto and with respect to advising the Administrative Agent as to its rights and responsibilities under this Agreement. AEP The Borrowers further agrees agree to pay promptly upon on demand all costs and expenses of the Administrative Agent and the Lenders, if any (including, without limitation, reasonable counsel fees and expenses), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement Agreement, the Notes and the other documents to be delivered hereunder, including, without limitation, reasonable fees and expenses of counsel for the Administrative Agent and the Lenders each Lender in connection with the enforcement of rights under this Section 8.04(a9.04(a). (b) AEP agrees The Borrowers agree to indemnify and hold harmless the Agent and each Lender, the Administrative Agent, the Swingline Bank, the LC Issuing Banks Lender and each of their respective Affiliates and their officers, directors, controlling persons, employees, agents and advisors (each, an “Indemnified Party”) from and against any and all claims, damages, losses losses, liabilities and liabilitiesexpenses (including, joint without limitation, reasonable fees and expenses of counsel) incurred by or several, to which awarded against any such Indemnified Party may become subjectParty, in each case arising out of or in connection with or relating to by reason of (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) (i) the Notes, this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions of Credit Advances or (ii) the actual or alleged presence of Hazardous Materials on any property of any Borrower the Company or any of its Subsidiaries or any Environmental Action relating in any way to any Borrower the Company or any of its Subsidiaries, and to reimburse any Indemnified Party for any and all reasonable expenses (including, without limitation, reasonable fees and expenses of counsel) as they are incurred in connection with the investigation of or preparation for or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party and whether or not such claim, action or proceeding is initiated or brought by or on behalf of such Borrower or any of its Affiliates and whether or not any of the transactions contemplated hereby are consummated or this Agreement is terminated, except to the extent such claim, damage, loss, liability or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 8.04(b9.04(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Borrower, its directors, shareholders equityholders or creditors or an Indemnified Party or any other Person Person, whether or not any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. Each Borrower agrees The Borrowers also agree not to assert any claim for special, indirect, consequential or punitive damages against the Administrative Agent, any Lender, any of their respective Affiliates, or any of their respective directors, officers, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to the Notes, this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions of CreditAdvances. (c) If any payment of principal of, or Conversion of, any Eurodollar Rate Advance is made by any Borrower to or for the account of a Lender (i) other than on the last day of the Interest Period for such Advance, as a result of a payment or Conversion pursuant to Section 2.072.08, 2.10(e), 2.13 2.10 or 2.152.12, acceleration of the maturity of the outstanding Borrowings Notes pursuant to Section 6.01 or for any other reason reason, or by an Eligible Assignee to a Lender other than on the last day of the Interest Period for such Advance upon an assignment of rights and obligations under this Agreement pursuant to Section 9.07 as a result of a demand by the Company pursuant to Section 9.07(a) or (in the case ii) as a result of any such a payment or Conversion)Conversion pursuant to Section 2.08, such 2.10 or 2.12, the applicable Borrower shall, promptly upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses that it may reasonably incur as a result of such payment or Conversion, including, without limitation, any loss (other than loss of Applicable Margin)loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (d) Without prejudice to the survival of any other agreement of the Borrowers any Borrower hereunder, the respective agreements and obligations of the Borrowers contained in Sections 2.142.11, 2.17 2.14 and 8.04 9.04 shall survive the payment in full of principal, interest and all other amounts payable hereunderhereunder and under the Notes. (e) Each Borrower agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to such Borrower or its respective security holders or creditors related to or arising out of or in connection with this Agreement, the Extensions of Credit or the use or proposed use of the proceeds thereof, any of the transactions contemplated by any of the foregoing or in the loan documentation and the performance by an Indemnified Party by any of the foregoing except to the extent that any loss, claim, damage, liability or expense is found in a judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct. (f) In the event that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against any Borrower or any of its Affiliates in which such Indemnified Party is not named as a defendant, such Borrower agrees to reimburse such Indemnified Party for all reasonable expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, including, without limitation, the fees and disbursements of its legal counsel.

Costs and Expenses. (a) AEP Each of the Account Parties agrees to pay promptly upon on demand (i) all reasonable out-of-pocket costs and expenses of the Administrative Agent and of the Issuing Bank in connection with the preparation, execution, delivery, administration, modification and amendment of this Agreement and the other documents to be delivered hereunder, Loan Documents (including, without limitation, (iA) all due diligence, syndication (including printingcollateral review, distribution and bank meetings)syndication, transportation, computer, duplication, appraisal, audit, insurance, consultant, search, filing and audit recording fees and expenses and (iiB) the reasonable fees and expenses of a single counsel for the Administrative Agent and a single counsel for the Issuing Bank with respect thereto and thereto, with respect to advising the Administrative Agent as to its rights and responsibilities responsibilities, or the perfection, protection or preservation of rights or interests, under this Agreement. AEP further agrees the Loan Documents, with respect to pay promptly upon demand negotiations with any Loan Party or with other creditors of any Loan Party or any of its Subsidiaries arising out of any Default or any events or circumstances that may give rise to a Default and with respect to presenting claims in or otherwise participating in or monitoring any bankruptcy, insolvency or other similar proceeding involving creditors' rights generally and any proceeding ancillary thereto) and (ii) all reasonable costs and expenses of each Agent, the Administrative Agent Issuing Bank and each Bank in connection with the Lenders, if any enforcement of the Loan Documents (including, without limitation, counsel fees and expenses), in connection with the enforcement sale of, collection from, or other realization upon, the Collateral), whether in any action, suit or litigation, or any bankruptcy, insolvency or other similar proceeding affecting creditors' rights generally (whether through negotiations, legal proceedings or otherwise) of this Agreement and the other documents to be delivered hereunder, including, without limitation, the reasonable fees and expenses of counsel for the Administrative Agent Agent, the Issuing Bank and the Lenders in connection each Bank with the enforcement of rights under this Section 8.04(arespect thereto). (b) AEP Each of the Account Parties jointly and severally agrees to indemnify and hold harmless each Lender, the Administrative Agent, the Swingline Arranger, the Issuing Bank, the LC Issuing Banks each Bank and each of their respective Affiliates and their respective officers, directors, controlling persons, employees, agents and advisors (each, an “"Indemnified Party”") from and against any and all claims, damages, losses losses, liabilities and liabilitiesexpenses (including, joint without limitation, reasonable fees and expenses of counsel) that may be incurred by or several, to which asserted or awarded against any such Indemnified Party may become subjectParty, in each case arising out of or in connection with or relating to by reason of (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) (i) this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions of Credit Advances, the Loan Documents or (ii) the actual or alleged presence of Hazardous Materials on any property of any Borrower or any of its Subsidiaries or any Environmental Action relating in any way to any Borrower or any of its Subsidiaries, and to reimburse any Indemnified Party for any and all reasonable expenses (including, without limitation, reasonable fees and expenses of counsel) as they are incurred in connection with the investigation of or preparation for or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party and whether or not such claim, action or proceeding is initiated or brought by or on behalf of such Borrower or any of its Affiliates and whether or not any of the transactions contemplated hereby are consummated or this Agreement is terminatedthereby, except to the extent such claim, damage, loss, liability or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s 's gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 8.04(b9.04(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any BorrowerLoan Party, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby by the Loan Documents are consummated. Each Borrower of the Account Parties also agrees not to assert any claim against the Administrative any Agent, the Arranger, any Lender, Bank or any of their respective Affiliates, or any of their respective officers, directors, officers, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to this Agreementthe credit facilities provided hereunder, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions Advances or the Letters of Credit, the Loan Documents or any of the transactions contemplated by the Loan Documents. (c) If any payment of principal of, or Conversion of, any Eurodollar Rate Advance is made by any Borrower to or for the account of a Lender other than on the last day of the Interest Period for such Advance, as a result of a payment or Conversion pursuant to Section 2.07, 2.10(e), 2.13 or 2.15, acceleration of the maturity of the outstanding Borrowings pursuant to Section 6.01 or for any other reason (in the case of any such payment or Conversion), such Borrower shall, promptly upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses that it may reasonably incur as a result of such payment or Conversion, including, without limitation, any loss (other than loss of Applicable Margin), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (d) Without prejudice to the survival of any other agreement of the Borrowers hereunderany Loan Party hereunder or under any other Loan Document, the respective agreements and obligations of the Borrowers Account Parties contained in Sections 2.14, 2.17 Section 2.07 and 8.04 this Section 9.04 shall survive the payment in full of principal, interest and all other amounts payable hereunder. (e) Each Borrower agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to such Borrower or its respective security holders or creditors related to or arising out of or in connection with this Agreement, the Extensions of Credit or the use or proposed use of the proceeds thereof, hereunder and under any of the transactions contemplated by any of the foregoing or in the loan documentation and the performance by an Indemnified Party by any of the foregoing except to the extent that any loss, claim, damage, liability or expense is found in a judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconductother Loan Documents. (f) In the event that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against any Borrower or any of its Affiliates in which such Indemnified Party is not named as a defendant, such Borrower agrees to reimburse such Indemnified Party for all reasonable expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, including, without limitation, the fees and disbursements of its legal counsel.

Costs and Expenses. (a) AEP Each Loan Party agrees jointly and severally to pay promptly upon on demand (i) all reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, execution, delivery, administration, modification and amendment of this Agreement and the other documents to be delivered hereunder, Loan Documents (including, without limitation, (iA) all due diligence, syndication (including printingcollateral review, distribution and bank meetings)syndication, transportation, computer, duplication, appraisal, audit, insurance, consultant, search, filing and audit expenses recording fees and expenses, (iiB) the reasonable fees and expenses of counsel for the Administrative such Agent with respect thereto and (subject to the terms of the Fee Letter with respect to counsel fees incurred by the Administrative Agent through the Closing Date) with respect to advising the Administrative such Agent as to its rights and responsibilities (including, without limitation, with respect to reviewing and advising on any matters required to be completed by the Loan Parties on a post-closing basis), or the perfection, protection or preservation of rights or interests, under this Agreement. AEP further agrees the Loan Documents, with respect to pay promptly upon demand negotiations with any Loan Party or with other creditors of any Loan Party or any of its Subsidiaries arising out of any Default or any events or circumstances that may give rise to a Default and with respect to presenting claims in or otherwise participating in or monitoring any bankruptcy, insolvency or other similar proceeding involving creditors’ rights generally and any proceeding ancillary thereto and (C) the reasonable fees and expenses of counsel for such Agent with respect to the preparation, execution, delivery and review of any documents and instruments at any time delivered pursuant to Section 5.01(j)) and (ii) all reasonable out-of-pocket costs and expenses of the Administrative Agent and the Lenders, if any (including, without limitation, counsel fees and expenses), each Lender Party in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement the Loan Documents, whether in any action, suit or litigation, or any bankruptcy, insolvency or other similar proceeding affecting creditors’ rights generally (including, without limitation, the reasonable fees and the other documents expenses of counsel for such Agent and each Lender Party with respect thereto). (b) Each Loan Party agrees to be delivered hereunderindemnify, defend and save and hold harmless each Indemnified Party from and against, and shall pay on demand, any and all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable fees and expenses of counsel for the Administrative Agent and the Lenders in connection with the enforcement of rights under this Section 8.04(a). (bcounsel) AEP agrees to indemnify and hold harmless each Lender, the Administrative Agent, the Swingline Bank, the LC Issuing Banks and each of their respective Affiliates and their officers, directors, controlling persons, employees, agents and advisors (each, an “that may be incurred by or asserted or awarded against any Indemnified Party”) from and against any and all claims, damages, losses and liabilities, joint or several, to which any such Indemnified Party may become subject, in each case arising out of or in connection with or relating to by reason of (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) (i) this Agreementthe Facilities, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions Advances or the Letters of Credit Credit, the Loan Documents or any of the transactions contemplated thereby or (ii) the actual or alleged presence of Hazardous Materials on any property of any Borrower Loan Party or any of its Subsidiaries or any Environmental Action relating in any way to any Borrower Loan Party or any of its Subsidiaries, and to reimburse any Indemnified Party for any and all reasonable expenses (including, without limitation, reasonable fees and expenses of counsel) as they are incurred in connection with the investigation of or preparation for or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party and whether or not such claim, action or proceeding is initiated or brought by or on behalf of such Borrower or any of its Affiliates and whether or not any of the transactions contemplated hereby are consummated or this Agreement is terminated, except to the extent such claim, damage, loss, liability or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 8.04(b9.04(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any BorrowerLoan Party, its directors, shareholders or creditors or an Indemnified Party Party, whether or any other Person or not any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby by the Loan Documents are consummated. Each Borrower Loan Party also agrees not to assert any claim against the Administrative Agent, any Lender, Lender Party or any of their respective Affiliates, or any of their respective officers, directors, officers, employees, attorneys agents and agentsadvisors, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to this Agreementthe Facilities, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions Advances or the Letters of Credit, the Loan Documents or any of the transactions contemplated by the Loan Documents. (c) If any payment of principal of, or Conversion of, any Eurodollar Eurocurrency Rate Advance is made by any the Borrower to or for the account of a Lender Party other than on the last day of the Interest Period for such Advance, as a result of a payment or Conversion pursuant to Section 2.072.06, 2.10(e2.09(b)(i), 2.13 2.10(d) or 2.152.18(e), acceleration of the maturity of the outstanding Borrowings Notes pursuant to Section 6.01 or for any other reason (in reason, or if the case of Borrower fails to make any such payment or Conversion)prepayment of an Advance for which a notice of prepayment has been given or that is otherwise required to be made, such whether pursuant to Section 2.04, 2.06 or 6.01 or otherwise, the Borrower shall, promptly upon demand by such Lender Party (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender Party any amounts required to compensate such Lender Party for any additional losses, costs or expenses that it may reasonably incur as a result of such payment or ConversionConversion or such failure to pay or prepay, as the case may be, including, without limitation, any loss (other than loss of Applicable Margin)loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender Party to fund or maintain such Advance. (d) If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it under any Loan Document, including, without limitation, fees and expenses of counsel and indemnities, such amount may be paid on behalf of such Loan Party by the Administrative Agent or any Lender Party, in its sole discretion. (e) Without prejudice to the survival of any other agreement of the Borrowers hereunderany Loan Party hereunder or under any other Loan Document, the respective agreements and obligations of the Borrowers Borrower and the other Loan Parties contained in Sections 2.142.10 and 2.12, 2.17 Section 7.06 and 8.04 this Section 9.04 shall survive the payment in full of principal, interest and all other amounts payable hereunder. (e) Each Borrower agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to such Borrower or its respective security holders or creditors related to or arising out of or in connection with this Agreement, the Extensions of Credit or the use or proposed use of the proceeds thereof, hereunder and under any of the transactions contemplated by any of the foregoing or in the loan documentation and the performance by an Indemnified Party by any of the foregoing except to the extent that any loss, claim, damage, liability or expense is found in a judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconductother Loan Documents. (f) In the event that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against any Borrower or any of its Affiliates in which such Indemnified Party is not named as a defendant, such Borrower agrees to reimburse such Indemnified Party for all reasonable expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, including, without limitation, the fees and disbursements of its legal counsel.

Costs and Expenses. (a) AEP The Borrower agrees to pay promptly upon on demand all reasonable out-of-pocket costs and expenses of the Administrative Agent and Citigroup Global Markets Inc. in connection with the preparation, execution, delivery, administration, modification and amendment of this Agreement Agreement, any Notes and the other documents to be delivered hereunder, including, without limitation, (i) all due diligence, syndication (including printing, distribution and bank meetings), transportation, computer, duplication, appraisal, consultant, and audit ) expenses and (ii) the reasonable fees and expenses of counsel for the Administrative Agent with respect thereto and with respect to advising the Administrative Agent as to its rights and responsibilities under this Agreementthereto. AEP The Borrower further agrees to pay promptly upon on demand all reasonable out-of-pocket costs and expenses of the Administrative Agent and the Lenders, if any (including, without limitation, reasonable counsel fees and expenses), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement Agreement, any Notes and the other documents to be delivered hereunder, including, without limitation, reasonable fees and expenses of counsel for the Administrative Agent and the Lenders each Lender in connection with the enforcement of rights under this Section 8.04(a). (b) AEP The Borrower agrees to defend, protect, indemnify and hold harmless the Agent, each Arranger, each Lender, the Administrative Agent, the Swingline Bank, the LC Issuing Banks and each of their respective Affiliates and their officers, directors, controlling persons, employees, agents and advisors (each, an “Indemnified Party”) from and against any and all claimsliabilities, obligations, losses (other than loss of profits), damages, losses penalties, actions, judgments, suits, claims, costs, expenses and liabilities, joint disbursements of any kind or several, to which nature whatsoever (excluding any such Indemnified Party may become subject, in each case arising out of or in connection with or relating to (taxes and including, without limitation, the reasonable fees and disbursements of counsel for such Indemnified Party in connection with any investigationinvestigative, litigation administrative or proceeding or preparation of a defense in connection therewith) (i) this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions of Credit or (ii) the actual or alleged presence of Hazardous Materials on any property of any Borrower or any of its Subsidiaries or any Environmental Action relating in any way to any Borrower or any of its Subsidiaries, and to reimburse any Indemnified Party for any and all reasonable expenses (including, without limitation, reasonable fees and expenses of counsel) as they are incurred in connection with the investigation of or preparation for or defense of any pending or threatened claim or any action or proceeding arising therefromjudicial proceeding, whether or not such Indemnified Party is shall be designated a party and whether thereto), imposed on, incurred by, or not asserted against such claimIndemnified Party in any manner relating to or arising out of this Agreement, action or proceeding is initiated or brought by or on behalf of such Borrower or any of its Affiliates and whether or not Notes, any of the transactions contemplated hereby are consummated or this Agreement is terminatedthereby, except the Commitments, the use of proceeds, or any act, event or transaction related or attendant thereto (collectively, the “Indemnified Matters”); provided, however, the Borrower shall have no obligation to an Indemnified Party hereunder with respect to Indemnified Matters directly caused by or directly resulting from the extent willful misconduct or gross negligence of such claimIndemnified Party, damageas determined by a final, loss, liability or expense is found in a non-appealable judgment by of a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconductjurisdiction. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 8.04(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any the Borrower, its directors, shareholders equityholders or creditors or an Indemnified Party or any other Person Person, whether or not any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. Each The Borrower also agrees not to assert any claim for special, indirect, consequential or punitive damages against the Administrative Agent, any Lender, any of their respective Affiliates, or any of their respective directors, officers, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to any Notes, this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions of CreditAdvances. (c) Promptly after receipt by any Indemnified Party of written notice of any Indemnified Matter in respect of which indemnity may be sought by it under this Section 8.04, such Indemnified Party shall notify the Borrower thereof; provided that failure to give any such notice hereunder shall not affect the obligation of the Borrower under this Section 8.04. Thereafter, such Indemnified Party and the Borrower shall consult, to the extent appropriate, with a view to minimizing the cost to the Borrower of its obligations hereunder. In case any such Indemnified Party receives written notice of any Indemnified Matter in respect of which indemnity may be sought by it hereunder and it notifies the Borrower thereof, the Borrower shall be entitled to participate in the defense thereof, and to the extent that the Borrower may elect by notice delivered to such Indemnified Party promptly after receiving aforesaid notice from such Indemnified Party, to assume the defense thereof, with counsel reasonably satisfactory at all times to such Indemnified Party and at the Borrower’s expense; provided, that if (i) the use of counsel chosen by the Borrower to represent such Indemnified Party would present such counsel with a conflict of interest or (ii) the parties against whom any Indemnified Matter arises include both such Indemnified Party and the Borrower and such Indemnified Party shall have reasonably concluded that there may be legal defenses available to it or other Indemnified Parties which are different from or additional to those available to the Borrower and may conflict therewith, such Indemnified Party shall have the right to select separate counsel to assume such legal defense and otherwise to participate in the defense of such Indemnified Matter on behalf of such Indemnified Party at the Borrower’s expense. Upon receipt of notice from the Borrower to such Indemnified Party of the Borrower’s election so to assume the defense of such Indemnified Matter, and approval of counsel by such Indemnified Party, the Borrower shall not be liable to such Indemnified Party for any legal expenses subsequently incurred by such Indemnified Party in connection with the defense thereof unless (i) such Indemnified Party shall have employed counsel in connection with the assumption of legal defenses in accordance with the proviso to the next preceding sentence, (ii) the Borrower shall not have employed within a reasonable time and continued to employ counsel reasonably satisfactory to such Indemnified Party to represent such Indemnified Party, or (iii) the Borrower shall have approved the employment of counsel for such Indemnified Party at the Borrower’s expense. The Borrower shall not be liable for any settlement of any claim, action or proceeding effected without its written consent, which consent shall not be unreasonably withheld. The Borrower will not settle any claim, action or proceeding affecting any Indemnified Party in respect of which indemnity may be sought against the Borrower under this Agreement, whether or not such Indemnified Party is an actual or potential party to such claim, action or proceeding, without such Indemnified Party’s written consent, which shall not be unreasonably withheld, unless such settlement (x) does not require any performance by or adverse admission of such Indemnified Party, (y) does not adversely affect its business and (z) includes an unconditional release of such Indemnified Party from all liability arising out of such claim, action or proceeding. (d) If any payment of principal of, or Conversion of, any Eurodollar Eurocurrency Rate Advance, LIBO Rate Advance or Local Rate Advance is made by any the Borrower to or for the account of a Lender other than on the last day of the Interest Period for such Advance, as a result of a payment or Conversion pursuant to Section 2.07, 2.10(e2.05(b), 2.13 2.08(c) or 2.15(d), 2.10 or 2.12, acceleration of the maturity of the outstanding Borrowings Advances pursuant to Section 6.01 or for any other reason (in reason, or by an Eligible Assignee to a Lender other than on the case last day of any the Interest Period for such payment or ConversionAdvance upon an assignment of rights and obligations under this Agreement pursuant to Section 8.07 as a result of a demand by the Borrower pursuant to Section 8.07(a), such the Borrower shall, promptly upon demand by such Lender within five Business Days of such payment (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses that it may reasonably incur as a result of such payment or Conversion, including, without limitation, any loss (other than excluding loss of Applicable Marginanticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. If the amount of the Committed Currency purchased by any Lender in the case of a Conversion or exchange of Advances in the case of Section 2.08 or 2.12 exceeds the sum required to satisfy such Lender’s liability in respect of such Advances, such Lender agrees to remit to the Borrower such excess. (de) Without prejudice to the survival of any other agreement of the Borrowers Borrower hereunder, the respective agreements and obligations of the Borrowers Borrower contained in Sections 2.142.11, 2.17 2.14 and 8.04 shall survive the payment in full of principal, interest and all other amounts payable hereunderhereunder and under any Notes. (ef) Each Borrower Lender severally agrees that no Indemnified Party shall have any liability to indemnify the Agent (whether direct or indirect, in contract or tort or otherwiseto the extent not promptly reimbursed by the Borrower) from and against such Lender’s ratable share (determined as of the time the event giving rise to such Borrower indemnification occurred) of any and all losses, claims, damages, liabilities, obligations, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or its respective security holders several, of any kind or creditors related nature (including the fees (in the case of counsel, reasonable attorney’s fees), charges and disbursements of any advisor or counsel for such Person that may be imposed on, incurred by, or asserted against the Agent) in any way relating to or arising out of or in connection with this Agreement, the Extensions of Credit Agreement or the use Notes or proposed use any action taken or omitted by the Agent hereunder or under the Notes; provided, however, that no Lender shall be liable for any portion of the proceeds thereofsuch losses, any of the transactions contemplated by any of the foregoing claims, damages, liabilities, obligations, penalties, actions, judgments, suits, costs, disbursements or in the loan documentation and the performance by an Indemnified Party by any of the foregoing except expenses to the extent that any loss, claim, damage, liability or expense is found in a judgment by a court of competent jurisdiction to have resulted resulting from such Indemnified Partythe Agent’s gross negligence or willful misconduct. (f) In . Without limitation of the event that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against any Borrower or any of its Affiliates in which such Indemnified Party is not named as a defendantforegoing, such Borrower each Lender agrees to reimburse the Agent for its ratable share (determined as of the time the event giving rise to such Indemnified Party for all reasonable reimbursement occurred) of any costs and expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, (including, without limitation, the reasonable fees and disbursements expenses of its legal counsel) payable by the Borrower under Section 8.04(a), to the extent that the Agent is not promptly reimbursed for such costs and expenses by the Borrower.

Costs and Expenses. (a) AEP The Borrower agrees to pay promptly upon on demand all reasonable out-of-pocket costs and expenses of the Administrative Agent and the Joint Lead Arrangers in connection with the preparation, execution, delivery, administration, modification and amendment of this Agreement Agreement, the Notes and the other documents to be delivered hereunder, including, without limitation, (iA) all due diligence, syndication (including printing, distribution and bank meetings), transportation, computer, duplication, appraisal, consultanttransportation and duplication costs, and audit expenses and (iiB) the reasonable fees and expenses of a single counsel for the Administrative Agent and the Joint Lead Arrangers with respect thereto and with respect to advising the Administrative Agent and the Joint Lead Arrangers as to its their rights and responsibilities under this AgreementAgreement and the Fee Letters. AEP Such expenses shall be paid by the Borrower upon presentation of an itemized statement of account (after reasonable time for the Borrower to review such statement of account), regardless of whether the transactions contemplated by this Agreement are consummated. The Borrower further agrees to pay promptly upon on demand all costs and expenses of the Administrative Agent Agent, the Joint Lead Arrangers and the Lenders, if any (including, without limitation, reasonable counsel fees and expenses), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement Agreement, the Notes, the Fee Letters and the other documents to be delivered hereunder, including, without limitation, reasonable fees and expenses of counsel for the Administrative Agent Agent, the Joint Lead Arrangers and the Lenders each Lender in connection with the enforcement of rights under this Section 8.04(asubsection (a). (b) AEP The Borrower agrees to indemnify and hold harmless each Lender, the Administrative Agent, the Swingline BankJoint Lead Arrangers, the LC Issuing Banks each Lender, and each of their respective Affiliates and their and such Affiliates’ officers, directors, controlling persons, employees, agents and advisors (each, together with their successors and permitted assigns, an “Indemnified Party”) from and against any and all claims, damages, losses losses, liabilities and liabilitiesexpenses (including, joint without limitation, reasonable fees and expenses of counsel) that may be incurred by or several, to which asserted or awarded against any such Indemnified Party may become subjectParty, in each case arising out of or in connection with or relating to (includingby reason of, without limitation, or in connection with the preparation for a defense of, any investigation, litigation or proceeding arising out of, related to or preparation of a defense in connection therewith) with (i) the syndication of the credit facility established hereby, this Agreement, the Notes, the Fee Letters, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions of Credit Loans or (ii) the actual or alleged presence of Hazardous Materials on any property of any the Borrower or any of its Subsidiaries or any Environmental Action relating in any way to any the Borrower or any of its Subsidiaries, and to reimburse any Indemnified Party for any and all reasonable expenses (includingin each case WHETHER OR NOT CAUSED BY OR ARISING, without limitationIN WHOLE OR IN PART, reasonable fees and expenses of counsel) as they are incurred in connection with the investigation of or preparation for or defense of any pending or threatened claim or any action or proceeding arising therefromOUT OF THE COMPARATIVE, whether or not such Indemnified Party is a party and whether or not such claimCONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNIFIED PARTY, action or proceeding is initiated or brought by or on behalf of such Borrower or any of its Affiliates and whether or not any of the transactions contemplated hereby are consummated or this Agreement is terminated, except to the extent such claim, damage, loss, liability or expense is found in a judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 8.04(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is based on contract, tort or any other theory, whether or not it is brought by any the Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. Each Borrower agrees , except to the extent such claim, damage, loss, liability or expense (A) is found by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnified Party or any of its Related Indemnity Persons or (B) arises from disputes among two or more Indemnified Parties (but not including any such dispute that involves a Lender to assert the extent such Lender is acting in any claim against different capacity (i.e., as the Administrative Agent or as a Joint Lead Arranger) under this Agreement or the Fee Letters or to the extent that it involves the Joint Lead Arrangers’ or the Administrative Agent, ’s syndication activities). No party to this Agreement shall have any Lender, any of their respective Affiliates, or any of their respective directors, officers, employees, attorneys and agents, liability based on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to this Agreement, the Notes, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions of CreditLoans; provided that this sentence shall not limit the Borrower’s indemnification obligations set forth in this subsection (b). (c) To the extent that the Borrower for any reason fails to pay any amount required under subsection (a) or (b) of this Section 8.04 to be paid by it to the Administrative Agent or any Affiliate of the Administrative Agent or any of their respective officers, directors, employees, agents or advisors, each Lender severally agrees to pay to the Administrative Agent or such Affiliate, officer, director employee, agent or advisor, as the case may be, pro rata in accordance with such Lender’s outstanding Loans and Commitments or, if no Loans are outstanding and the Commitments have expired or been terminated, such Lender’s Commitments as most recently in effect (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent in its capacity as such, or was incurred by or asserted against such Affiliate, officer, director, employee, agent or advisor acting for the Administrative Agent in connection with such capacity, as the case may be. (d) If any payment of principal of, or Conversion of, any Eurodollar Rate Advance Loan is made by any the Borrower (or pursuant to Section 8.01(b)) to or for the account of a Lender other than on within 15 days of the last day of the Interest Period for such AdvanceLoan, as a result of a payment payment, prepayment (whether optional or mandatory) or Conversion pursuant to Section 2.07, 2.10(e), 2.13 this Agreement or 2.15, acceleration of the maturity of the outstanding Borrowings Loans pursuant to Section 6.01 or for any other reason (in 6.01, the case of any such payment or Conversion), such Borrower shall, promptly upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional reasonable losses, costs or expenses that it may reasonably incur as a result of such payment payment, Conversion or Conversionfailure to prepay, including, without limitation, any loss (other than excluding loss of Applicable Marginanticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such AdvanceLoan. (de) Without prejudice to the survival of any other agreement of the Borrowers hereunder, the respective agreements and obligations of the Borrowers contained in Sections 2.142.09, 2.17 2.12, 8.04 and 8.04 8.13 shall survive the payment in full of principal, interest and all other amounts payable hereunder. (e) Each Borrower agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to such Borrower or its respective security holders or creditors related to or arising out of or in connection with this Agreement, hereunder and under the Extensions of Credit or the use or proposed use Notes and termination of the proceeds thereof, any of the transactions contemplated by any of the foregoing or in the loan documentation and the performance by an Indemnified Party by any of the foregoing except to the extent that any loss, claim, damage, liability or expense is found in a judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconductCommitments. (f) In the event that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against any Borrower or any of its Affiliates in which such Indemnified Party is not named as a defendant, such Borrower agrees to reimburse such Indemnified Party for all reasonable expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, including, without limitation, the fees and disbursements of its legal counsel.

Costs and Expenses. (a) AEP agrees The Borrowers agree to pay promptly upon on demand all reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, execution, delivery, administration, modification and amendment of this Agreement Agreement, the Notes and the other documents to be delivered hereunder, including, without limitation, (iA) all due diligence, syndication (including printing, distribution and bank meetings), transportation, computer, duplication, appraisal, consultant, and audit expenses and (iiB) the reasonable fees and expenses of outside counsel for the Administrative Agent with respect thereto and with respect to advising the Administrative Agent as to its rights and responsibilities under this Agreement. AEP The Borrowers further agrees agree to pay promptly upon on demand all costs and expenses of the Administrative Agent and the Lenders, if any (including, without limitation, reasonable counsel fees and expenses), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement Agreement, the Notes and the other documents to be delivered hereunder, including, without limitation, reasonable fees and expenses of counsel for the Administrative Agent and the Lenders each Lender in connection with the enforcement of rights under this Section 8.04(a9.04(a). (b) AEP agrees The Borrowers agree to indemnify and hold harmless each Lender, the Administrative Agent, the Swingline Bank, the LC Issuing Banks Agent and each Lender and each of their respective Affiliates and their officers, directors, controlling persons, employees, agents and advisors (each, an “"Indemnified Party”") from and against any and all claims, damages, losses losses, liabilities and liabilitiesexpenses (including, joint without limitation, reasonable fees and expenses of counsel) that may be incurred by or several, to which asserted or awarded against any such Indemnified Party may become subjectParty, in each case arising out of or in connection with or relating to by reason of (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) (i) the Notes, this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions of Credit or (ii) the actual or alleged presence of Hazardous Materials on any property of any Borrower or any of its Subsidiaries or any Environmental Action relating in any way to any Borrower or any of its Subsidiaries, and to reimburse any Indemnified Party for any and all reasonable expenses (including, without limitation, reasonable fees and expenses of counsel) as they are incurred in connection with the investigation of or preparation for or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party and whether or not such claim, action or proceeding is initiated or brought by or on behalf of such Borrower or any of its Affiliates and whether or not any of the transactions contemplated hereby are consummated or this Agreement is terminatedAdvances, except to the extent such claim, damage, loss, liability or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s 's gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 8.04(b9.04(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. Each Borrower also agrees not to assert any claim against the Administrative Agent, any Lender, any of their respective Affiliates, or any of their respective directors, officers, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to the Notes, this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions of CreditAdvances. (c) If any payment of principal of, or Conversion of, any Eurodollar Rate Advance or LIBO Rate Advance is made by any Borrower to or for the account of a Lender other than on the last day of the Interest Period for such Advance, as a result of a payment or Conversion pursuant to Section 2.07, 2.10(e2.08(d) or (e), 2.13 2.10 or 2.152.12, acceleration of the maturity of the outstanding Borrowings Notes pursuant to Section 6.01 or for any other reason (in reason, or by an Eligible Assignee to a Lender other than on the case last day of any the Interest Period for such payment or ConversionAdvance upon an assignment of rights and obligations under this Agreement pursuant to Section 9.07 as a result of a demand by the Borrowers pursuant to Section 9.07(a), such Borrower shall, promptly upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses that it may reasonably incur as a result of such payment or Conversion, including, without limitation, any loss (other than including loss of Applicable Margin), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (d) The Borrowers acknowledge that the distribution of material through an electronic medium is not necessarily secure and that there are confidentiality and other risks associated with such distribution. All notices, financial statements, financial and other reports, certificates, requests and other information materials (the "Communications") and the website of the Administrative Agent (the "Platform") are provided "as is" and "as available". The Administrative Agent does not warrant the accuracy, adequacy or completeness of the Communications or the Platform and expressly disclaims liability for errors or omissions in the Communications or the Platform. No warranty of any kind, express, implied or statutory, including, without limitation, any warranty of merchantability, fitness for a particular purpose, non-infringement of third party rights or freedom from viruses or other code defects, is made by the Administrative Agent in connection with the Communications or the Platform. (e) Without prejudice to the survival of any other agreement of the Borrowers hereunder, the respective agreements and obligations of the Borrowers contained in Sections 2.142.11, 2.17 2.14 and 8.04 9.04 shall survive the payment in full of principal, interest and all other amounts payable hereunderhereunder and under the Notes. (e) Each Borrower agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to such Borrower or its respective security holders or creditors related to or arising out of or in connection with this Agreement, the Extensions of Credit or the use or proposed use of the proceeds thereof, any of the transactions contemplated by any of the foregoing or in the loan documentation and the performance by an Indemnified Party by any of the foregoing except to the extent that any loss, claim, damage, liability or expense is found in a judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct. (f) In the event that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against any Borrower or any of its Affiliates in which such Indemnified Party is not named as a defendant, such Borrower agrees to reimburse such Indemnified Party for all reasonable expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, including, without limitation, the fees and disbursements of its legal counsel.

Costs and Expenses. (a) AEP The Borrower agrees to pay promptly upon on demand all reasonable out-of-pocket costs and expenses of the Administrative Agent (supported by invoices) in connection with the preparation, execution, delivery, administration, modification and amendment of this Agreement Agreement, the Notes and the other documents to be delivered hereunder, including, without limitation, (iA) all reasonable due diligence, syndication (including printing, distribution and bank meetings), transportation, computer, duplication, appraisal, consultant, transportation and audit duplication expenses and (iiB) the reasonable fees and expenses of counsel for the Administrative Agent with respect thereto and with respect to advising the Administrative Agent as to its rights and responsibilities under this Agreement. AEP The Borrower further agrees to pay promptly upon on demand all costs and expenses (supported by invoices) of the Administrative Agent and the Lenders, if any (including, without limitation, reasonable counsel fees and expenses), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement Agreement, the Notes and the other documents to be delivered hereunder, including, without limitation, reasonable fees and expenses of counsel for the Administrative Agent and the Lenders each Lender in connection with the enforcement of rights under this Section 8.04(a9.04(a). (b) AEP The Borrower agrees to indemnify and hold harmless the Agent and each Lender, the Administrative Agent, the Swingline Bank, the LC Issuing Banks Lender and each of their respective Affiliates and their officers, directors, controlling persons, employees, agents and advisors (each, an “"Indemnified Party”") from and against any and all claims, damages, losses losses, liabilities and liabilitiesexpenses (including, joint without limitation, reasonable fees and expenses of counsel) incurred by or several, to which asserted or awarded against any such Indemnified Party may become subjectParty, in each case arising out of or in connection with or relating to by reason of (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) (i) the Notes, this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions of Credit Advances or (ii) the actual or alleged presence of Hazardous Materials on any property of any the Borrower or any of its Subsidiaries or any Environmental Action Liability relating in any way to any the Borrower or any of its Subsidiaries, and to reimburse any Indemnified Party for any and all reasonable expenses (including, without limitation, reasonable fees and expenses of counsel) as they are incurred in connection with the investigation of or preparation for or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party and whether or not such claim, action or proceeding is initiated or brought by or on behalf of such Borrower or any of its Affiliates and whether or not any of the transactions contemplated hereby are consummated or this Agreement is terminated, each case except to the extent such claim, damage, loss, liability or expense is found in a judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s 's gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 8.04(b9.04(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any the Borrower, its directors, shareholders equity holders or creditors or an Indemnified Party or any other Person Person, whether or not any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. Each The Borrower also agrees not to assert any claim for special, indirect, consequential or punitive damages against the Administrative Agent, any Lender, any of their respective Affiliates, or any of their respective directors, officers, employees, attorneys and agents, and the Lenders and the Agent agree not to assert any such claim against the Borrower, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to the Notes, this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions of CreditAdvances. (c) If any payment of principal of, or Conversion of, any Eurodollar Rate Advance is made by any the Borrower to or for the account of a Lender other than on the last day of the Interest Period for such Advance, as a result of a payment or Conversion pursuant to Section 2.07, 2.10(e2.08(d) or (e), 2.13 2.10 or 2.152.12, acceleration of the maturity of the outstanding Borrowings Notes pursuant to Section 6.01 or for any other reason (in reason, or by an Eligible Assignee to a Lender other than on the case last day of any the Interest Period for such payment or ConversionAdvance upon an assignment of rights and obligations under this Agreement pursuant to Section 9.07 as a result of a demand by the Borrower pursuant to Section 9.07(a), such the Borrower shall, promptly upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses that it may reasonably incur as a result of such payment or Conversion, including, without limitation, any loss (other than excluding loss of anticipated profits (including the Applicable Margin)), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (d) Without prejudice to the survival of any other agreement of the Borrowers any Loan Party hereunder, the respective agreements and obligations of the Borrowers Borrower contained in Sections 2.142.11, 2.17 2.14 and 8.04 9.04 shall survive the payment in full of principal, interest and all other amounts payable hereunderhereunder and under the Notes. (e) Each Borrower agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to such Borrower or its respective security holders or creditors related to or arising out of or in connection with this Agreement, the Extensions of Credit or the use or proposed use of the proceeds thereof, any of the transactions contemplated by any of the foregoing or in the loan documentation and the performance by an Indemnified Party by any of the foregoing except to the extent that any loss, claim, damage, liability or expense is found in a judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct. (f) In the event that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against any Borrower or any of its Affiliates in which such Indemnified Party is not named as a defendant, such Borrower agrees to reimburse such Indemnified Party for all reasonable expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, including, without limitation, the fees and disbursements of its legal counsel.

Costs and Expenses. (a) AEP The Borrower agrees to pay promptly upon (and in any event within 10 days) after demand all reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, execution, delivery, administration, modification and amendment of this Agreement Agreement, the Notes and the other documents to be delivered hereunder, including, without limitation, (iA) all due diligence, syndication (including printing, distribution and bank meetings), transportation, computer, duplication, appraisal, consultant, and audit expenses and (iiB) the reasonable fees and expenses of counsel for the Administrative Agent with respect thereto and with respect to advising the Administrative Agent as to its rights and responsibilities under this Agreement. AEP The Borrower further agrees to pay promptly upon on demand all costs and expenses of the Administrative Agent and the Lenders, if any (including, without limitation, reasonable counsel fees and expenses), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement Agreement, the Notes and the other documents to be delivered hereunder, including, without limitation, reasonable fees and expenses of counsel for the Administrative Agent and the Lenders each Lender in connection with the enforcement of rights under this Section 8.04(a). (b) AEP The Borrower agrees to indemnify and hold harmless the Agent and each Lender, the Administrative Agent, the Swingline Bank, the LC Issuing Banks Lender and each of their respective Affiliates and their officers, directors, controlling persons, employees, agents and advisors (each, an “Indemnified Party”) from and against any and all claims, damages, losses losses, liabilities and liabilitiesexpenses (including, joint without limitation, reasonable fees and expenses of counsel) incurred by or several, to which asserted or awarded against any such Indemnified Party may become subjectParty, in each case arising out of or in connection with or relating to by reason of (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) (i) the Notes, this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions of Credit Advances or (ii) the actual or alleged presence of Hazardous Materials on any property of any Borrower or any of its Subsidiaries or any Environmental Action relating in any way to any the Borrower or any of its Subsidiaries, and to reimburse any Indemnified Party for any and all reasonable expenses (including, without limitation, reasonable fees and expenses of counsel) as they are incurred in connection with the investigation of or preparation for or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party and whether or not such claim, action or proceeding is initiated or brought by or on behalf of such Borrower or any of its Affiliates and whether or not any of the transactions contemplated hereby are consummated or this Agreement is terminated, except to the extent (x) such claim, damage, loss, liability or expense is found in a judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct, (y) such claim, damage, loss, liability or expense arises from a litigation or proceeding among Lenders or (z) except to the extent payable under Section 8.04(a), such claim, damage loss, liability or expense arises in connection with the preparation, execution, delivery, administration, modification or amendment of this Agreement. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 8.04(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any the Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. Each The Borrower also agrees not to assert any claim for special, indirect, consequential or punitive damages against the Administrative Agent, any Lender, any of their respective Affiliates, or any of their respective directors, officers, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to the Notes, this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions of CreditAdvances. (c) If any payment of principal of, or Conversion of, any Eurodollar Eurocurrency Rate Advance, LIBO Rate Advance or Local Rate Advance is made by any the Borrower to or for the account of a Lender other than on the last day of the Interest Period for such Advance, as a result of a payment or Conversion pursuant to Section 2.07, 2.10(e2.08(d) or (e), 2.13 2.10 or 2.152.12, acceleration of the maturity of the outstanding Borrowings Notes pursuant to Section 6.01 or for any other reason (in reason, or by an Eligible Assignee to a Lender other than on the case last day of any the Interest Period for such payment or ConversionAdvance upon an assignment of rights and obligations under this Agreement pursuant to Section 8.07 as a result of a demand by the Borrower pursuant to Section 8.07(a), such the Borrower shall, promptly upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses that it may reasonably incur as a result of such payment or Conversion, including, without limitation, any loss (other than including loss of Applicable Marginanticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (d) Without prejudice to the survival of any other agreement of the Borrowers Borrower hereunder, the respective agreements and obligations of the Borrowers Borrower contained in Sections 2.142.11, 2.17 2.14 and 8.04 shall survive the payment in full of principal, interest and all other amounts payable hereunderhereunder and under the Notes. (e) Each Borrower agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to such Borrower or its respective security holders or creditors related to or arising out of or in connection with this Agreement, the Extensions of Credit or the use or proposed use of the proceeds thereof, any of the transactions contemplated by any of the foregoing or in the loan documentation and the performance by an Indemnified Party by any of the foregoing except to the extent that any loss, claim, damage, liability or expense is found in a judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct. (f) In the event that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against any Borrower or any of its Affiliates in which such Indemnified Party is not named as a defendant, such Borrower agrees to reimburse such Indemnified Party for all reasonable expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, including, without limitation, the fees and disbursements of its legal counsel.

Costs and Expenses. (a) AEP Each of the Account Parties agrees to pay promptly upon on demand (i) all reasonable out-of-pocket costs and expenses of the Administrative Agent and of the Issuing Bank in connection with the preparation, execution, delivery, administration, modification and amendment of this Agreement and the other documents to be delivered hereunder, Loan Documents (including, without limitation, (iA) all due diligence, syndication (including printingcollateral review, distribution and bank meetings)syndication, transportation, computer, duplication, appraisal, audit, insurance, consultant, search, filing and audit recording fees and expenses and (iiB) the reasonable fees and expenses of a single counsel for the Administrative Agent and a single counsel for the Issuing Bank with respect thereto and thereto, with respect to advising the Administrative Agent as to its rights and responsibilities responsibilities, or the perfection, protection or preservation of rights or interests, under this Agreement. AEP further agrees the Loan Documents, with respect to pay promptly upon demand negotiations with any Loan Party or with other creditors of any Loan Party or any of its Subsidiaries arising out of any Default or any events or circumstances that may give rise to a Default and with respect to presenting claims in or otherwise participating in or monitoring any bankruptcy, insolvency or other similar proceeding involving creditors' rights generally and any proceeding ancillary thereto) and (ii) all reasonable costs and expenses of each Agent, the Administrative Agent Issuing Bank and each Bank in connection with the Lendersenforcement of the Loan Documents, if whether in any action, suit or litigation, or any bankruptcy, insolvency or other similar proceeding affecting creditors' rights generally (including, without limitation, counsel fees and expenses), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the other documents to be delivered hereunder, including, without limitation, reasonable fees and expenses of counsel for the Administrative Agent Agent, the Issuing Bank and the Lenders in connection each Bank with the enforcement of rights under this Section 8.04(arespect thereto). (b) AEP Each of the Account Parties jointly and severally agrees to indemnify and hold harmless each Lender, the Administrative Agent, the Swingline Arranger, the Issuing Bank, the LC Issuing Banks each Bank and each of their respective Affiliates and their respective officers, directors, controlling persons, employees, agents and advisors (each, an “"Indemnified Party”") from and against any and all claims, damages, losses losses, liabilities and liabilitiesexpenses (including, joint without limitation, reasonable fees and expenses of counsel) that may be incurred by or several, to which asserted or awarded against any such Indemnified Party may become subjectParty, in each case arising out of or in connection with or relating to by reason of (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) (i) this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions of Credit Advances, the Loan Documents or (ii) the actual or alleged presence of Hazardous Materials on any property of any Borrower or any of its Subsidiaries or any Environmental Action relating in any way to any Borrower or any of its Subsidiaries, and to reimburse any Indemnified Party for any and all reasonable expenses (including, without limitation, reasonable fees and expenses of counsel) as they are incurred in connection with the investigation of or preparation for or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party and whether or not such claim, action or proceeding is initiated or brought by or on behalf of such Borrower or any of its Affiliates and whether or not any of the transactions contemplated hereby are consummated or this Agreement is terminatedthereby, except to the extent such claim, damage, loss, liability or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s 's gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 8.04(b9.04(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any BorrowerLoan Party, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby by the Loan Documents are consummated. Each Borrower of the Account Parties also agrees not to assert any claim against the Administrative any Agent, the Arranger, any Lender, Bank or any of their respective Affiliates, or any of their respective officers, directors, officers, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to this Agreementthe credit facilities provided hereunder, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions Advances or the Letters of Credit, the Loan Documents or any of the transactions contemplated by the Loan Documents. (c) If any payment of principal of, or Conversion of, any Eurodollar Rate Advance is made by any Borrower to or for the account of a Lender other than on the last day of the Interest Period for such Advance, as a result of a payment or Conversion pursuant to Section 2.07, 2.10(e), 2.13 or 2.15, acceleration of the maturity of the outstanding Borrowings pursuant to Section 6.01 or for any other reason (in the case of any such payment or Conversion), such Borrower shall, promptly upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses that it may reasonably incur as a result of such payment or Conversion, including, without limitation, any loss (other than loss of Applicable Margin), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (d) Without prejudice to the survival of any other agreement of the Borrowers hereunderany Loan Party hereunder or under any other Loan Document, the respective agreements and obligations of the Borrowers Account Parties contained in Sections 2.14, 2.17 Section 2.07 and 8.04 this Section 9.04 shall survive the payment in full of principal, interest and all other amounts payable hereunder. (e) Each Borrower agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to such Borrower or its respective security holders or creditors related to or arising out of or in connection with this Agreement, the Extensions of Credit or the use or proposed use of the proceeds thereof, hereunder and under any of the transactions contemplated by any of the foregoing or in the loan documentation and the performance by an Indemnified Party by any of the foregoing except to the extent that any loss, claim, damage, liability or expense is found in a judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconductother Loan Documents. (f) In the event that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against any Borrower or any of its Affiliates in which such Indemnified Party is not named as a defendant, such Borrower agrees to reimburse such Indemnified Party for all reasonable expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, including, without limitation, the fees and disbursements of its legal counsel.

Costs and Expenses. (a) AEP The Borrower agrees to pay promptly upon on demand all reasonable out-of-pocket costs and expenses of the Administrative Agent and X.X. Xxxxxx Securities LLC in connection with the preparation, execution, delivery, administration, modification and amendment of this Agreement Agreement, any Notes and the other documents to be delivered hereunder, including, without limitation, (i) all due diligence, syndication (including printing, distribution and bank meetings), transportation, computer, duplication, appraisal, consultant, and audit ) expenses and (ii) the reasonable fees and expenses of counsel for the Administrative Agent with respect thereto and with respect to advising the Administrative Agent as to its rights and responsibilities under this Agreementthereto. AEP The Borrower further agrees to pay promptly upon on demand all reasonable out-of-pocket costs and expenses of the Administrative Agent and the Lenders, if any (including, without limitation, reasonable counsel fees and expenses), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement Agreement, any Notes and the other documents to be delivered hereunder, including, without limitation, reasonable fees and expenses of counsel for the Administrative Agent and the Lenders each Lender in connection with the enforcement of rights under this Section 8.04(a). (b) AEP The Borrower agrees to defend, protect, indemnify and hold harmless the Agent, each Arranger, each Lender, the Administrative Agent, the Swingline Bank, the LC Issuing Banks and each of their respective Affiliates and their officers, directors, controlling persons, employees, agents and advisors (each, an “Indemnified Party”) from and against any and all claimsliabilities, obligations, losses (other than loss of profits), damages, losses penalties, actions, judgments, suits, claims, costs, expenses and liabilities, joint disbursements of any kind or several, to which nature whatsoever (excluding any such Indemnified Party may become subject, in each case arising out of or in connection with or relating to (taxes and including, without limitation, the reasonable fees and disbursements of counsel for such Indemnified Party in connection with any investigationinvestigative, litigation administrative or proceeding or preparation of a defense in connection therewith) (i) this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions of Credit or (ii) the actual or alleged presence of Hazardous Materials on any property of any Borrower or any of its Subsidiaries or any Environmental Action relating in any way to any Borrower or any of its Subsidiaries, and to reimburse any Indemnified Party for any and all reasonable expenses (including, without limitation, reasonable fees and expenses of counsel) as they are incurred in connection with the investigation of or preparation for or defense of any pending or threatened claim or any action or proceeding arising therefromjudicial proceeding, whether or not such Indemnified Party is shall be designated a party and whether thereto), imposed on, incurred by, or not asserted against such claimIndemnified Party in any manner relating to or arising out of this Agreement, action or proceeding is initiated or brought by or on behalf of such Borrower or any of its Affiliates and whether or not Notes, any of the transactions contemplated hereby are consummated or this Agreement is terminatedthereby, except the Commitments, the use of proceeds, or any act, event or transaction related or attendant thereto (collectively, the “Indemnified Matters”); provided, however, the Borrower shall have no obligation to an Indemnified Party hereunder with respect to Indemnified Matters directly caused by or directly resulting from the extent willful misconduct or gross negligence of such claimIndemnified Party, damageas determined by a final, loss, liability or expense is found in a non-appealable judgment by of a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconductjurisdiction. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 8.04(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any the Borrower, its directors, shareholders equityholders or creditors or an Indemnified Party or any other Person Person, whether or not any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. Each The Borrower also agrees not to assert any claim for special, indirect, consequential or punitive damages against the Administrative Agent, any Lender, any of their respective Affiliates, or any of their respective directors, officers, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to any Notes, this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions of CreditAdvances. (c) Promptly after receipt by any Indemnified Party of written notice of any Indemnified Matter in respect of which indemnity may be sought by it under this Section 8.04, such Indemnified Party shall notify the Borrower thereof; provided that failure to give any such notice hereunder shall not affect the obligation of the Borrower under this Section 8.04. Thereafter, such Indemnified Party and the Borrower shall consult, to the extent appropriate, with a view to minimizing the cost to the Borrower of its obligations hereunder. In case any such Indemnified Party receives written notice of any Indemnified Matter in respect of which indemnity may be sought by it hereunder and it notifies the Borrower thereof, the Borrower shall be entitled to participate in the defense thereof, and to the extent that the Borrower may elect by notice delivered to such Indemnified Party promptly after receiving aforesaid notice from such Indemnified Party, to assume the defense thereof, with counsel reasonably satisfactory at all times to such Indemnified Party and at the Borrower’s expense; provided, that if (i) the use of counsel chosen by the Borrower to represent such Indemnified Party would present such counsel with a conflict of interest or (ii) the parties against whom any Indemnified Matter arises include both such Indemnified Party and the Borrower and such Indemnified Party shall have reasonably concluded that there may be legal defenses available to it or other Indemnified Parties which are different from or additional to those available to the Borrower and may conflict therewith, such Indemnified Party shall have the right to select separate counsel to assume such legal defense and otherwise to participate in the defense of such Indemnified Matter on behalf of such Indemnified Party at the Borrower’s expense. Upon receipt of notice from the Borrower to such Indemnified Party of the Borrower’s election so to assume the defense of such Indemnified Matter, and approval of counsel by such Indemnified Party, the Borrower shall not be liable to such Indemnified Party for any legal expenses subsequently incurred by such Indemnified Party in connection with the defense thereof unless (i) such Indemnified Party shall have employed counsel in connection with the assumption of legal defenses in accordance with the proviso to the next preceding sentence, (ii) the Borrower shall not have employed within a reasonable time and continued to employ counsel reasonably satisfactory to such Indemnified Party to represent such Indemnified Party, or (iii) the Borrower shall have approved the employment of counsel for such Indemnified Party at the Borrower’s expense. The Borrower shall not be liable for any settlement of any claim, action or proceeding effected without its written consent, which consent shall not be unreasonably withheld. The Borrower will not settle any claim, action or proceeding affecting any Indemnified Party in respect of which indemnity may be sought against the Borrower under this Agreement, whether or not such Indemnified Party is an actual or potential party to such claim, action or proceeding, without such Indemnified Party’s written consent, which shall not be unreasonably withheld, unless such settlement (x) does not require any performance by or adverse admission of such Indemnified Party, (y) does not adversely affect its business and (z) includes an unconditional release of such Indemnified Party from all liability arising out of such claim, action or proceeding. (d) If any payment of principal of, or Conversion of, any Eurodollar Eurocurrency Rate Advance, LIBO Rate Advance or Local Rate Advance is made by any the Borrower to or for the account of a Lender other than on the last day of the Interest Period for such Advance, as a result of a payment or Conversion pursuant to Section 2.07, 2.10(e2.05(b), 2.13 2.08(c) or 2.15(d), 2.10 or 2.12, acceleration of the maturity of the outstanding Borrowings Advances pursuant to Section 6.01 or for any other reason (in reason, or by an Eligible Assignee to a Lender other than on the case last day of any the Interest Period for such payment or ConversionAdvance upon an assignment of rights and obligations under this Agreement pursuant to Section 8.07 as a result of a demand by the Borrower pursuant to Section 8.07(a), such the Borrower shall, promptly upon demand by such Lender within five Business Days of such payment (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses that it may reasonably incur as a result of such payment or Conversion, including, without limitation, any loss (other than excluding loss of Applicable Marginanticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. If the amount of the Committed Currency purchased by any Lender in the case of a Conversion or exchange of Advances in the case of Section 2.08 or 2.12 exceeds the sum required to satisfy such Lender’s liability in respect of such Advances, such Lender agrees to remit to the Borrower such excess. (de) Without prejudice to the survival of any other agreement of the Borrowers Borrower hereunder, the respective agreements and obligations of the Borrowers Borrower contained in Sections 2.142.11, 2.17 2.14 and 8.04 shall survive the payment in full of principal, interest and all other amounts payable hereunderhereunder and under any Notes and termination of this Agreement. (ef) Each Borrower Lender severally agrees that no Indemnified Party shall have any liability to indemnify the Agent (whether direct or indirect, in contract or tort or otherwiseto the extent not promptly reimbursed by the Borrower) from and against such Lender’s ratable share (determined as of the time the event giving rise to such Borrower indemnification occurred) of any and all losses, claims, damages, liabilities, obligations, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or its respective security holders several, of any kind or creditors related nature (including the fees (in the case of counsel, reasonable attorney’s fees), charges and disbursements of any advisor or counsel for such Person that may be imposed on, incurred by, or asserted against the Agent) in any way relating to or arising out of or in connection with this Agreement, the Extensions of Credit Agreement or the use Notes or proposed use any action taken or omitted by the Agent hereunder or under the Notes; provided, however, that no Lender shall be liable for any portion of the proceeds thereofsuch losses, any of the transactions contemplated by any of the foregoing claims, damages, liabilities, obligations, penalties, actions, judgments, suits, costs, disbursements or in the loan documentation and the performance by an Indemnified Party by any of the foregoing except expenses to the extent that any loss, claim, damage, liability or expense is found in a judgment by a court of competent jurisdiction to have resulted resulting from such Indemnified Partythe Agent’s gross negligence or willful misconduct. (f) In . Without limitation of the event that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against any Borrower or any of its Affiliates in which such Indemnified Party is not named as a defendantforegoing, such Borrower each Lender agrees to reimburse the Agent for its ratable share (determined as of the time the event giving rise to such Indemnified Party for all reasonable reimbursement occurred) of any costs and expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, (including, without limitation, the reasonable fees and disbursements expenses of its legal counsel) payable by the Borrower under Section 8.04(a), to the extent that the Agent is not promptly reimbursed for such costs and expenses by the Borrower.

Costs and Expenses. (a) AEP Each of the Borrowers jointly and severally agrees to pay promptly pay, or to reimburse the Administrative Agent from time to time upon demand for, all reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, execution, delivery, administration, modification and amendment of this Agreement Agreement, the Notes and the other documents to be delivered hereunder, including, without limitation, (iA) all due diligence, syndication (including printingprinting and distribution) costs and expenses and, distribution with the approval of the Company, consultant costs and bank meetings), transportation, computer, duplication, appraisal, consultant, and audit expenses and (iiB) the reasonable fees and expenses of counsel for the Administrative Agent with respect thereto and with respect to advising the Administrative Agent as to its rights and responsibilities under this Agreement, the Notes and the other documents to be delivered hereunder. AEP Each of the Borrowers jointly and severally further agrees to pay promptly pay, or to reimburse the Administrative Agent and the Lenders from time to time upon demand for, all reasonable costs and expenses of the Administrative Agent and the Lenders, if any (including, without limitation, reasonable counsel fees and expenses, but without duplication for any costs and expenses for which the Borrowers are otherwise obligated to indemnify the Administrative Agent and the Lenders under Section 9.04(b)), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement Agreement, the Notes and the other documents to be delivered hereunder, including, without limitation, reasonable fees and expenses of counsel for the Administrative Agent and the Lenders in connection with the enforcement of rights under this Section 8.04(a)each Lender. (b) AEP Each of the Borrowers jointly and severally agrees to indemnify and hold harmless each Lender, the Administrative Agent, the Swingline Bank, the LC Issuing Banks Syndication Agent and each Lender and each of their respective Affiliates and their officers, directors, controlling persons, employees, agents and advisors (each, an “"Indemnified Party”") from and against against, and to reimburse each Indemnified Party from time to time upon demand for, any and all claims, damages, losses losses, liabilities and liabilitiesexpenses (including, joint without limitation, reasonable fees and expenses of counsel) that may be incurred by or several, to which asserted or awarded against any such Indemnified Party may become subjectParty, in each case arising out of or in connection with or relating to (includingby reason of, without limitation, or in connection with the preparation for a defense of, any investigation, litigation or proceeding arising out of, related to or preparation of a defense in connection therewith) with (i) the Notes, this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions of Revolving Credit Advances or the Discounted Notes or (ii) the actual or alleged presence of Hazardous Materials on any property of any Borrower or any of its Subsidiaries or any Environmental Action relating in any way to any Borrower or any of its Subsidiaries, and to reimburse any Indemnified Party for any and all reasonable expenses (including, without limitation, reasonable fees and expenses of counsel) as they are incurred in connection with the investigation of or preparation for or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party and whether or not such claim, action or proceeding is initiated or brought by or on behalf of such Borrower or any of its Affiliates and whether or not any of the transactions contemplated hereby are consummated or this Agreement is terminated, except to the extent such claim, damage, loss, liability or expense is found in a judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct. In the each case of an investigation, litigation or other proceeding to which the indemnity in this Section 8.04(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Borrower, its directors, shareholders or creditors or an any Indemnified Party or any other Person or any an Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated, except (A) to the extent such claim, damage, loss, liability or expense is found by a court of competent jurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct or (B) those resulting solely from claims of a Lender solely against one or more other Lenders (and not from claims of one or more Lenders against the Administrative Agent or the Syndication Agent) not attributable to the actions of any Borrower or any of its Subsidiaries or other Affiliates and for which none of the Borrowers, any of their Subsidiaries or any of their other Affiliates otherwise has liability. Each Borrower also agrees not to assert any claim against the Administrative Agent, the Syndication Agent, any Lender, Lender or any of their respective Affiliates, or any of their respective officers, directors, officers, employees, attorneys attorneys, agents and agentsadvisors, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to this Agreement, any Note, any of the transactions contemplated herein hereby or the actual or proposed use of the proceeds of the Extensions Revolving Credit Advances or the Discounted Notes. No Indemnified Party shall settle or otherwise pay or agree to pay any claim for which the Borrowers are obligated to provide indemnification under this Section 9.04(b) without the prior written consent of Creditthe Company, which consent shall not be unreasonably withheld. (c) If any payment of principal of, or Conversion of, any Eurodollar Rate Advance Advance, or any repurchase of any Discounted Note, is made by any Borrower to or for the account of a Lender other than on the last day of the Interest Period for such AdvanceEurodollar Rate Advance or the Maturity Date of such Discounted Note, as the case may be, as a result of a payment or Conversion pursuant to Section 2.072.08, 2.10(e), 2.13 2.09 or 2.152.11, acceleration of the maturity of the outstanding Borrowings Notes pursuant to Section 6.01 or by an Eligible Assignee to any Lender other than on the last day of the Interest Period or on the Maturity Date therefor, as the case may be, upon an assignment of the rights and obligations of such Lender under this Agreement pursuant to Section 9.07 as a result of a demand by the Company pursuant to Section 9.07(a), or for any other reason (in reason, the case of any such payment or Conversion)Borrowers jointly and severally agree to pay, such Borrower shall, promptly upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses that it may reasonably incur as a result of such payment or Conversion, including, without limitation, any loss (other than excluding loss of Applicable Marginanticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any such Lender to fund or maintain such AdvanceEurodollar Rate Advance or such Discounted Note. (d) Without prejudice to the survival of any other agreement of the Borrowers hereunder, the respective agreements and obligations of the Borrowers contained in Sections 2.142.10, 2.17 2.13 and 8.04 9.04 shall survive the payment in full of principal, Face Amount, interest and all other amounts payable hereunderhereunder and under the Notes. (e) Each Borrower agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to such Borrower or its respective security holders or creditors related to or arising out of or in connection with this Agreement, the Extensions of Credit or the use or proposed use of the proceeds thereof, any of the transactions contemplated by any of the foregoing or in the loan documentation and the performance by an Indemnified Party by any of the foregoing except to the extent that any loss, claim, damage, liability or expense is found in a judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct. (f) In the event that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against any Borrower or any of its Affiliates in which such Indemnified Party is not named as a defendant, such Borrower agrees to reimburse such Indemnified Party for all reasonable expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, including, without limitation, the fees and disbursements of its legal counsel.

Costs and Expenses. (a) AEP The Borrower agrees to pay promptly upon on demand (i) all reasonable out-of-pocket costs and expenses of each Agent, the Administrative Agent Joint Arrangers and their Affiliates in connection with the preparation, execution, delivery, administration, modification and amendment of this Agreement and the other documents to be delivered hereunder, Loan Documents (including, without limitation, (iA) all reasonable due diligence, syndication (including printingcollateral review, distribution and bank meetings)syndication, transportation, computer, duplication, appraisal, audit, insurance, consultant, search, filing and audit recording fees and expenses and (B) the reasonable fees and expenses of one firm of counsel to the Agents with respect thereto, with respect to advising such Agents as to their rights and responsibilities, or the perfection, protection or preservation of rights or interests, under the Loan Documents, with respect to negotiations with any Loan Party or with other creditors of any Loan Party or any of its Subsidiaries arising out of any Default or any events or circumstances that may give rise to a Default and with respect to presenting claims in or otherwise participating in or monitoring any bankruptcy, insolvency or other similar proceeding involving creditors’ rights generally and any proceeding ancillary thereto) and (ii) all costs and expenses of each Agent and each Lender Party in connection with the enforcement of the Loan Documents after an Event of Default, whether in any action, suit or litigation, or any bankruptcy, insolvency or other similar proceeding affecting creditors’ rights generally (including, without limitation, the reasonable fees and expenses of counsel for the Administrative Paying Agent and each Lender Party with respect thereto and with respect thereto). Notwithstanding anything to advising the Administrative Agent as to its rights and responsibilities under this Agreement. AEP further agrees contrary in the foregoing, the Borrower will not be obligated to pay promptly upon demand all any allocated overhead costs and expenses of the Administrative Agent and Agents, the Lenders, if Joint Arrangers or any (including, without limitation, counsel fees and expenses), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the other documents to be delivered hereunder, including, without limitation, reasonable fees and expenses of counsel for the Administrative Agent and the Lenders in connection with the enforcement of rights under this Section 8.04(a)their Affiliates. (b) AEP The Borrower agrees to indemnify indemnify, defend and save and hold harmless each Lender, the Administrative Agent, the Swingline Bankeach Joint Arranger, the LC Issuing Banks each Lender Party and each of their respective Affiliates and their respective officers, directors, controlling persons, employees, agents and advisors (each, an “Indemnified Party”) from and against against, and shall pay on demand, any and all claims, damages, losses and losses, liabilities, joint penalties and expenses (including, without limitation, reasonable fees and expenses of counsel, but excluding allocated overhead cost of the Agents, the Joint Arrangers and the Lender Parties and their Affiliates) that may be incurred by or several, to which asserted or awarded against any such Indemnified Party may become subjectParty, in each case arising out of or in connection with or relating to by reason of (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) (i) this Agreementthe Facilities, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions Advances or the Letters of Credit Credit, the Transaction Documents or any of the transactions contemplated thereby, or (ii) the actual or alleged presence of Hazardous Materials on any property of any Borrower Loan Party or any of its Subsidiaries or any Environmental Action relating in any way to any Borrower Loan Party or any of its Subsidiaries, and to reimburse any Indemnified Party for any and all reasonable expenses (including, without limitation, reasonable fees and expenses of counsel) as they are incurred except in connection with the investigation of or preparation for or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party and whether or not such claim, action or proceeding is initiated or brought by or on behalf of such Borrower or any of its Affiliates and whether or not any of the transactions contemplated hereby are consummated or this Agreement is terminated, except each case to the extent such claim, damage, loss, liability or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence negligence, willful misconduct or willful misconductunlawful acts. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 8.04(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any BorrowerLoan Party, its directors, shareholders or creditors or an Indemnified Party Party, whether or any other Person or not any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are Transaction is consummated. Each The Borrower also agrees not to assert any claim against the Administrative any Agent, any LenderJoint Arranger, any Lender Party or any of their respective Affiliates, or any of their respective officers, directors, officers, employees, attorneys agents and agentsadvisors, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to this Agreementthe Facilities, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions Advances or the Letters of Credit, the Transaction Documents or any of the transactions contemplated by the Transaction Documents. (c) (i) If any payment of principal of, or Conversion of, any Eurodollar Rate Advance is made by any the Borrower to or for the account of a Lender Party other than on the last day of the Interest Period for such Advance, as a result of (x) a payment or Conversion pursuant to Section 2.072.06, 2.10(e2.09(b)(i) or 2.10(d), 2.13 or 2.15, (y) acceleration of the maturity of the outstanding Borrowings Notes pursuant to Section 6.01 or for any other reason reason, or by an Eligible Assignee to a Lender Party other than on the last day of the Interest Period for such Advance upon an assignment of rights and obligations under this Agreement pursuant to Section 8.07 as a result of a demand by the Borrower pursuant to Section 8.07(a), (in z) if the case of Borrower fails to make any such payment or Conversion)prepayment of an Advance for which a notice of prepayment has been given or that is otherwise required to be made or fails to continue an Advance for which notice of the same has been given, whether pursuant to Section 2.04, 2.06 or 6.01 or otherwise, or (ii) the Borrower fails to fulfill the applicable conditions set forth in Article III on or before the date specified in any Notice of Borrowing for such Borrowing delivered pursuant to Section 2.02, the Borrower shall, promptly upon demand by such Lender Party (with a copy of such demand to the Administrative Paying Agent), pay to the Administrative Paying Agent for the account of such Lender Party any amounts required to compensate such Lender Party for any additional losses, costs or expenses that it may reasonably incur as a result of such payment or ConversionConversion or such failure to pay or prepay or borrow, as the case may be, including, without limitation, any loss (other than including loss of Applicable Marginanticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender Party to fund or maintain such Advance, all of which losses, costs and expenses shall be an amount equal to the excess, if any, of (A) the amount of interest that would have accrued on the principal amount of such Advance had such event not occurred at the Eurodollar Rate that would have been applicable to such Advance for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, continue or Convert, for the period that would have been the Interest Period for such Advance), over (B) the amount of interest that would accrue on such principal amount for such period at the interest rate which such Lender would bid, were it to bid at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section 8.04, and the basis therefor, shall be delivered to the Borrower and shall be conclusive and binding for all purposes, absent manifest error. (d) If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it under any Loan Document, including, without limitation, reasonable fees and expenses of counsel and indemnities, such amount may be paid on behalf of such Loan Party by the Paying Agent or any Lender Party, in its sole discretion. (e) Without prejudice to the survival of any other agreement of the Borrowers hereunderany Loan Party hereunder or under any other Loan Document, the respective agreements and obligations of the Borrowers Borrower contained in Sections 2.14, 2.17 2.10 and 2.12 and this Section 8.04 shall survive the payment in full of principal, interest and all other amounts payable hereunder. (e) Each Borrower agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to such Borrower or its respective security holders or creditors related to or arising out of or in connection with this Agreement, the Extensions of Credit or the use or proposed use of the proceeds thereof, hereunder and under any of the transactions contemplated by any of the foregoing or in the loan documentation and the performance by an Indemnified Party by any of the foregoing except to the extent that any loss, claim, damage, liability or expense is found in a judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconductother Loan Documents. (f) In the event that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against any Borrower or any of its Affiliates in which such Indemnified Party is not named as a defendant, such Borrower agrees to reimburse such Indemnified Party for all reasonable expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, including, without limitation, the fees and disbursements of its legal counsel.

Costs and Expenses. (a) AEP The Borrower agrees to pay promptly upon on demand all reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, execution, delivery, administration, modification and amendment of this Agreement Agreement, the Notes and the other documents to be delivered hereunder, including, without limitation, (iA) all due diligence, syndication (including printing, distribution and bank meetings), transportation, computer, duplication, appraisal, consultant, and audit expenses and (iiB) the reasonable fees and expenses of outside counsel for the Administrative Agent with respect thereto and with respect to advising the Administrative Agent as to its rights and responsibilities under this Agreement. AEP The Borrower further agrees to pay promptly upon on demand all reasonable costs and expenses of the Administrative Agent and the Eligible Lenders, if any (including, without limitation, reasonable counsel fees and expenses), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement Agreement, the Notes and the other documents to be delivered hereunder, including, without limitation, reasonable fees and expenses of outside counsel for the Administrative Agent and the Lenders each Eligible Lender in connection with the enforcement of rights under this Section 8.04(a9.03(a). (b) AEP The Borrower agrees to indemnify and hold harmless each Lender, the Administrative Agent, the Swingline Bank, the LC Issuing Banks each Eligible Lender and each of their respective Affiliates and their officers, directors, controlling persons, employees, agents and advisors (each, an “Indemnified Party”) from and against any and all claims, damages, losses losses, liabilities and liabilitiesexpenses (including, joint without limitation, reasonable fees and expenses of counsel) that may be incurred by or several, to which asserted or awarded against any such Indemnified Party may become subjectParty, in each case arising out of or in connection with or relating to by reason of (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) (i) the Notes, this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions of Credit Advances or (ii) the actual or alleged presence of Hazardous Materials on any property of any the Borrower or any of its Subsidiaries or any Environmental Action relating in any way to any the Borrower or any of its Subsidiaries, and to reimburse any Indemnified Party for any and all reasonable expenses (including, without limitation, reasonable fees and expenses of counsel) as they are incurred in connection with the investigation of or preparation for or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party and whether or not such claim, action or proceeding is initiated or brought by or on behalf of such Borrower or any of its Affiliates and whether or not any of the transactions contemplated hereby are consummated or this Agreement is terminated, except to the extent such claim, damage, loss, liability or expense is found in a judgment by a court of competent jurisdiction to have has resulted from such Indemnified Party’s (or any of its Affiliates) gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 8.04(b9.03(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any the Borrower, its Subsidiaries, its directors, shareholders or creditors or an Indemnified Party or any other Person Person, whether or not any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. Each The Borrower also agrees not to assert any claim for special, indirect, consequential or punitive damages against the Administrative Agent, any Lender, any of their respective Affiliates, or any of their respective directors, officers, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to the Notes, this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions of CreditAdvances. (c) If any payment of principal of, or Conversion of, any Eurodollar Rate Advance is made by any the Borrower to or for the account of a Lender other than on the last day of the Interest Period for such Advance, as a result of a payment or Conversion pursuant to Section Sections 2.07, 2.10(e), 2.13 2.09 or 2.152.11, acceleration of the maturity of the outstanding Borrowings Notes pursuant to Section 6.01 or for any other reason (in reason, the case of any such payment or Conversion), such Borrower shall, promptly upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses that it may reasonably incur as a result of such payment or Conversion, including, without limitation, any loss (other than excluding loss of Applicable Marginanticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (d) Without prejudice to the survival of any other agreement of the Borrowers Borrower hereunder, the respective agreements and obligations of the Borrowers Borrower contained in Sections 2.14, 2.17 2.10 and 8.04 9.03 shall survive the payment in full of principal, interest and all other amounts payable hereunder and under the Notes and the termination in whole of any Commitment hereunder. (e) Each Borrower agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to such Borrower or its respective security holders or creditors related to or arising out of or in connection with this Agreement, the Extensions of Credit or the use or proposed use of the proceeds thereof, any of the transactions contemplated by any of the foregoing or in the loan documentation and the performance by an Indemnified Party by any of the foregoing except to the extent that any loss, claim, damage, liability or expense is found in a judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct. (f) In the event that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against any Borrower or any of its Affiliates in which such Indemnified Party is not named as a defendant, such Borrower agrees to reimburse such Indemnified Party for all reasonable expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, including, without limitation, the fees and disbursements of its legal counsel.

Costs and Expenses. (a) AEP The Borrower agrees to pay promptly upon on demand all reasonable out-of-pocket costs and expenses of the Administrative Agent and Global Coordinators in connection with the preparation, execution, delivery, administration, modification and amendment of or any consent or waiver under this Agreement Agreement, the Notes (if any) and the other documents to be delivered hereunder, including, without limitation, (iA) all reasonable due diligence, syndication (including printing, distribution and bank meetings), transportationcomputer and duplication expenses, computer, duplication, appraisal, consultant, and audit expenses and (iiB) the reasonable fees and expenses of counsel for the Administrative Agent and the Lead Arrangers with respect thereto and with respect to advising the Administrative Agent as to its rights and responsibilities under this AgreementAgreement and (C) all reasonable out-of-pocket expenses incurred by the Issuing Banks in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder. AEP The Borrower further agrees to pay promptly upon on demand all costs and expenses of the Administrative Agent and the Lenders, if any (including, without limitation, reasonable counsel fees and expenses), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement Agreement, the Notes (if any) and the other documents to be delivered hereunder, including, without limitation, reasonable fees and expenses of counsel for the Administrative Agent Agent, the Lead Arrangers and the Lenders each Lender in connection with the enforcement of rights under this Section 8.04(a). (b) AEP The Borrower agrees to indemnify and hold harmless each Lender, the Administrative Agent, the Swingline Bank, the LC Issuing Banks Global Coordinators and each Lender and each of their respective Affiliates and their officers, directors, controlling persons, employees, agents and advisors (each, an “Indemnified Party”) from and against any and all claims, damages, losses losses, liabilities and liabilitiesreasonable expenses (including, joint without limitation, reasonable fees and expenses of counsel) incurred by or several, to which asserted or awarded against any such Indemnified Party may become subjectParty, in each case arising out of or in connection with or relating to by reason of (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) (i) the Notes or CAF Notes (if any), this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions of Credit Advances or (ii) the actual or alleged presence of Hazardous Materials on any property of any the Borrower or any of its Subsidiaries or any Environmental Action relating in any way to any the Borrower or any of its Subsidiaries, and to reimburse any Indemnified Party for any and all reasonable expenses (including, without limitation, reasonable fees and expenses of counsel) as they are incurred in connection with the investigation of or preparation for or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party and whether or not such claim, action or proceeding is initiated or brought by or on behalf of such Borrower or any of its Affiliates and whether or not any of the transactions contemplated hereby are consummated or this Agreement is terminated, except to the extent such claim, damage, loss, liability or expense is found in a final, non appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 8.04(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any the Borrower, its directors, shareholders equityholders or creditors or an creditors, any Indemnified Party or any other Person Person, whether or not any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. Each Borrower of the parties hereto agrees not to assert any claim for special, indirect, consequential or punitive damages against the Administrative Agent, any Lenderother party hereto, any of their respective Affiliates, or any of their respective directors, officers, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages liability arising out of or otherwise relating to the Notes or CAF Notes (if any), this Agreement, the Letters of Credit any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions of CreditAdvances. (c) If any payment of principal of, or Conversion of, any Eurodollar Rate Advance or CAF Eurodollar Rate Advance is made by any the Borrower to or for the account of a Lender other than on the last day of the Interest Period for such Advance, as a result of a payment or Conversion pursuant to Section 2.07, 2.10(eSections 2.11(d) or (e), 2.13 or 2.15, acceleration of the maturity of the outstanding Borrowings Notes or CAF Notes (if any), as the case may be, pursuant to Section 6.01 or for any other reason (in reason, the case of any such payment or Conversion), such Borrower shall, promptly upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses that it may reasonably incur as a result of such payment or Conversion, including, without limitation, any loss (other than loss of Applicable Margin)loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (d) Without prejudice to the survival of any other agreement of the Borrowers Borrower hereunder, the respective agreements and obligations of the Borrowers Borrower contained in Sections 2.142.13, 2.17 2.16 and 8.04 shall survive the payment in full of principal, interest and all other amounts payable hereunderhereunder and under the Notes or CAF Notes (if any). (e) Each Borrower agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to such Borrower or its respective security holders or creditors related to or arising out of or in connection with this Agreement, the Extensions of Credit or the use or proposed use of the proceeds thereof, any of the transactions contemplated by any of the foregoing or in the loan documentation and the performance by an Indemnified Party by any of the foregoing except to the extent that any loss, claim, damage, liability or expense is found in a judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct. (f) In the event that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against any Borrower or any of its Affiliates in which such Indemnified Party is not named as a defendant, such Borrower agrees to reimburse such Indemnified Party for all reasonable expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, including, without limitation, the fees and disbursements of its legal counsel.

Costs and Expenses. (a) AEP The Borrower agrees to pay promptly upon on ------------------ demand all reasonable out-of-pocket costs and expenses of the Administrative Agent and the Arranger in connection with the preparation, execution, delivery, administration, modification and amendment of this Agreement Agreement, the Notes and the other documents to be delivered hereunder, including, without limitation, (iA) all due diligence, syndication (including printing, distribution and bank meetings), transportation, computer, duplication, appraisal, consultant, and audit expenses and (iiB) the reasonable fees and expenses of counsel for the Administrative Agent with respect thereto and with respect to advising the Administrative Agent as to its rights and responsibilities under this Agreement. AEP The Borrower further agrees to pay promptly upon on demand all costs and expenses of the Administrative Agent and the Lenders, if any (including, without limitation, reasonable counsel fees and expenses), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement Agreement, the Notes and the other documents to be delivered hereunder, including, without limitation, reasonable fees and expenses of counsel for the Administrative Agent and the Lenders each Lender in connection with the enforcement of rights under this Section 8.04(a). (b) AEP The Borrower agrees to indemnify and hold harmless the Agent and each Lender, the Administrative Agent, the Swingline Bank, the LC Issuing Banks Lender and each of their respective Affiliates and their officers, directors, controlling persons, employees, agents and advisors (each, an “"Indemnified Party”") from and against ----------------- any and all claims, damages, losses losses, liabilities and liabilitiesexpenses (including, joint without limitation, reasonable fees and expenses of counsel) incurred by or several, to which asserted or awarded against any such Indemnified Party may become subjectParty, in each case arising out of or in connection with or relating to by reason of (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) (i) the Notes, this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions of Credit Advances or (ii) the actual or alleged presence of Hazardous Materials on any property of any the Borrower or any of its Subsidiaries or any Environmental Action relating in any way to any the Borrower or any of its Subsidiaries, and to reimburse any Indemnified Party for any and all reasonable expenses (including, without limitation, reasonable fees and expenses of counsel) as they are incurred in connection with the investigation of or preparation for or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party and whether or not such claim, action or proceeding is initiated or brought by or on behalf of such Borrower or any of its Affiliates and whether or not any of the transactions contemplated hereby are consummated or this Agreement is terminated, except to the extent such claim, damage, loss, liability or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s 's gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 8.04(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any the Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. Each The Borrower also agrees not to assert any claim for special, indirect, consequential or punitive damages against the Administrative Agent, any Lender, any of their respective Affiliates, or any of their respective directors, officers, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to the Notes, this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions of CreditAdvances. (c) If any payment of principal of, or Conversion of, any Eurodollar Rate Advance, LIBO Rate Advance is made by any the Borrower to or for the account of a Lender other than on the last day of the Interest Period for such Advance, as a result of a payment or Conversion pursuant to Section 2.07, 2.10(e2.08(d) or (e), 2.13 2.10 or 2.152.12, acceleration of the maturity of the outstanding Borrowings Notes pursuant to Section 6.01 or for any other reason (in or by an Eligible Assignee to a Lender other than on the case last day of any the Interest Period for such payment or ConversionAdvance upon an assignment of rights and obligations under this Agreement pursuant to Section 8.07 as a result of a demand by the Borrower pursuant to Section 8.07(a), such the Borrower shall, promptly upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses that it may reasonably incur as a result of such payment or Conversion, including, without limitation, any loss (other than including loss of Applicable Marginanticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (d) Without prejudice to the survival of any other agreement of the Borrowers Borrower hereunder, the respective agreements and obligations of the Borrowers Borrower contained in Sections 2.142.11, 2.17 2.14 and 8.04 shall survive the payment in full of principal, interest and all other amounts payable hereunderhereunder and under the Notes. (e) Each Borrower agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to such Borrower or its respective security holders or creditors related to or arising out of or in connection with this Agreement, the Extensions of Credit or the use or proposed use of the proceeds thereof, any of the transactions contemplated by any of the foregoing or in the loan documentation and the performance by an Indemnified Party by any of the foregoing except to the extent that any loss, claim, damage, liability or expense is found in a judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct. (f) In the event that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against any Borrower or any of its Affiliates in which such Indemnified Party is not named as a defendant, such Borrower agrees to reimburse such Indemnified Party for all reasonable expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, including, without limitation, the fees and disbursements of its legal counsel.

Costs and Expenses. (a) AEP agrees Holdings and the Borrowers jointly and severally agree to pay promptly upon demand all reasonable out-of-pocket costs and expenses of the Administrative Agent and each Term Lender party hereto as of the Amendment Effective Date in connection with the preparation, execution, delivery, distribution (including via the internet or through a service such as Intralinks), administration, modification and amendment of this Agreement Agreement, the other Loan Documents and the other documents to be delivered hereunder, including, without limitation, (iA) all due diligencediligence (including diligence with respect to the Collateral), syndication (including printing, distribution and bank meetings), transportation, computer, duplication, appraisalappraisal and valuation, consultant, and audit expenses, (B) the reasonable fees and expenses of counsel for a potential assignee in connection with a syndication by theany Term Lender party hereto as of the Amendment Effective Date Term Lender of any portion of its Term LoanLoans within 180 days of the Amendment Effective Date and (iiC) the reasonable fees and expenses of counsel for the Administrative Agent and each Term Lender party hereto as of the Amendment Effective Date with respect thereto and with respect to advising the Administrative Agent or any Term Lender party hereto as of the Amendment Effective Date as to its their rights and responsibilities under this AgreementAgreement and the other Loan Documents. AEP Holdings and the Borrowers further agrees jointly and severally agree to pay promptly upon on demand all costs and expenses of the Administrative Agent and the Lenders, if any (including, without limitation, including reasonable counsel fees and expenses), in connection with the enforcement of, or protection of their rights under, (whether through negotiations, legal proceedings or otherwise) of this Agreement Agreement, the other Loan Documents and the other documents to be delivered hereunder, including, without limitation, including reasonable fees and expenses of one counsel for the Administrative Agent Agent, and one counsel for the Lenders in connection with the enforcement of or protection rights under this Section 8.04(a9.04(a). (b) AEP agrees Holdings and the Borrowers jointly and severally agree to indemnify and hold harmless the Agent and each Lender, the Administrative Agent, the Swingline Bank, the LC Issuing Banks Lender and each of their respective Affiliates and their officers, directors, controlling persons, employees, agents and advisors (each, an “Indemnified Party”) from and against any and all claims, damages, losses losses, liabilities and liabilities, joint expenses (including reasonable fees and expenses of counsel) incurred by or several, to which asserted or awarded against any such Indemnified Party may become subjectParty, in each case arising out of or in connection with or relating to by reason of (including, without limitation, including in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) (i) this Agreement, the other Loan Documents, any of the transactions contemplated herein or therein or the actual or proposed use of the proceeds of the Extensions of Credit or Loans, and (ii) the actual or alleged presence of Hazardous Materials on any property of any Borrower Holdings, the Borrowers or any of its their Subsidiaries or any Environmental Action relating in any way to any Borrower Holdings, the Borrowers or any of its their Subsidiaries, and to reimburse any Indemnified Party for any and all reasonable expenses (including, without limitation, reasonable fees and expenses of counsel) as they are incurred in connection with the investigation of or preparation for or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party and whether or not such claim, action or proceeding is initiated or brought by or on behalf of such Borrower or any of its Affiliates and whether or not any of the transactions contemplated hereby are consummated or this Agreement is terminated, except to the extent such claim, damage, loss, liability or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 8.04(b9.04(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by Holdings, any Borrower, its directors, shareholders equityholders or creditors or an Indemnified Party or any other Person Person, whether or not any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. Each Borrower agrees Holdings and the Borrowers also agree not to assert any claim for special, indirect, consequential or punitive damages against the Administrative Agent, any Lender, any of their respective Affiliates, or any of their respective directors, officers, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to this Agreement, the other Loan Documents, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions of CreditLoans. (c) If (i) any payment of principal of, or Conversion of, any Eurodollar Rate Advance is made by any Borrower to or for the account of a Lender other than on the last day of the Interest Period for such Advance, as a result of a payment or Conversion pursuant to Section 2.07, 2.10(e2.09(d) or (e), 2.13 2.11 or 2.152.13, acceleration of the maturity of the outstanding Borrowings Term Loan pursuant to Section 6.01 7.01 or for any other reason reason, or by an Eligible Assignee to a Lender other than on the last day of the Interest Period for such Advance upon an assignment of rights and obligations under this Agreement pursuant to Section 9.07 as a result of a demand by any Borrower pursuant to Section 9.07(a), or (ii) any Borrower fails to prepay, borrow, continue or convert any Eurodollar Rate Advance on the date or in the case of amount notified by any such payment or Conversion), such Borrower; the applicable Borrower shall, promptly upon demand after notice by such Lender setting forth in reasonable detail the calculations used to quantify such amount (with a copy of such demand notice to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses that it may reasonably incur as a result of such payment or Conversion, including, without limitation, including any loss (other than including loss of Applicable Marginanticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. For purposes of calculating amounts payable by the Borrowers to the Lenders under this Section 9.04(c), each Lender shall be deemed to have funded each Eurodollar Rate Advance made by it at the Eurodollar Rate for such Advance by a matching deposit or other borrowing in the London interbank market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Advance was in fact so funded. (d) Without prejudice to the survival of any other agreement of the Borrowers Holdings or any Borrower hereunder, the respective agreements and obligations of Holdings and the Borrowers contained in Sections 2.142.12, 2.17 2.15 and 8.04 9.04 shall survive the payment in full of principal, interest and all other amounts payable hereunderhereunder and under the other Loan Documents. (e) Each Borrower agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to such Borrower or its respective security holders or creditors related to or arising out of or in connection with this Agreement, the Extensions of Credit or the use or proposed use of the proceeds thereof, any of the transactions contemplated by any of the foregoing or in the loan documentation and the performance by an Indemnified Party by any of the foregoing except to the extent that any loss, claim, damage, liability or expense is found in a judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct. (f) In the event that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against any Borrower or any of its Affiliates in which such Indemnified Party is not named as a defendant, such Borrower agrees to reimburse such Indemnified Party for all reasonable expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, including, without limitation, the fees and disbursements of its legal counsel.

Costs and Expenses. (a) AEP The Borrower agrees to pay promptly upon on demand all reasonable out-of-pocket costs and expenses of the Administrative Agent (supported by invoices) in connection with the preparation, execution, delivery, administration, modification and amendment of this Agreement Agreement, the Notes and the other documents to be delivered hereunder, including, without limitation, (iA) all reasonable due diligence, syndication (including printing, distribution and bank meetings), transportation, computer, duplication, appraisal, consultant, transportation and audit duplication expenses and (iiB) the reasonable fees and expenses of counsel for the Administrative Agent with respect thereto and with respect to advising the Administrative Agent as to its rights and responsibilities under this Agreement. AEP The Borrower further agrees to pay promptly upon on demand all costs and expenses (supported by invoices) of the Administrative Agent and the Lenders, if any (including, without limitation, reasonable counsel fees and expenses), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement Agreement, the Notes and the other documents to be delivered hereunder, including, without limitation, reasonable fees and expenses of counsel for the Administrative Agent and the Lenders each Lender in connection with the enforcement of rights under this Section 8.04(a). (b) AEP The Borrower agrees to indemnify and hold harmless the Agent and each Lender, the Administrative Agent, the Swingline Bank, the LC Issuing Banks Lender and each of their respective Affiliates and their officers, directors, controlling persons, employees, agents and advisors (each, an “"Indemnified Party”") from and against any and all claims, damages, losses losses, liabilities and liabilitiesexpenses (including, joint without limitation, reasonable fees and expenses of counsel) incurred by or several, to which asserted or awarded against any such Indemnified Party may become subjectParty, in each case arising out of or in connection with or relating to by reason of (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) (i) the Notes, this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions of Credit Advances or (ii) the actual or alleged presence of Hazardous Materials on any property of any the Borrower or any of its Subsidiaries or any Environmental Action Liability relating in any way to any the Borrower or any of its Subsidiaries, and to reimburse any Indemnified Party for any and all reasonable expenses (including, without limitation, reasonable fees and expenses of counsel) as they are incurred in connection with the investigation of or preparation for or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party and whether or not such claim, action or proceeding is initiated or brought by or on behalf of such Borrower or any of its Affiliates and whether or not any of the transactions contemplated hereby are consummated or this Agreement is terminated, each case except to the extent such claim, damage, loss, liability or expense is found in a judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s 's gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 8.04(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any the Borrower, its directors, shareholders equityholders or creditors or an Indemnified Party or any other Person Person, whether or not any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. Each The Borrower also agrees not to assert any claim for special, indirect, consequential or punitive damages against the Administrative Agent, any Lender, any of their respective Affiliates, or any of their respective directors, officers, employees, attorneys and agents, and the Lenders and the Agent agree not to assert any such claim against the Borrower, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to the Notes, this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions of CreditAdvances. (c) If any payment of principal of, or Conversion of, any Eurodollar Rate Advance is made by any the Borrower to or for the account of a Lender other than on the last day of the Interest Period for such Advance, as a result of a payment or Conversion pursuant to Section 2.07, 2.10(e2.08(d) or (e), 2.13 2.10 or 2.152.12, acceleration of the maturity of the outstanding Borrowings Notes pursuant to Section 6.01 or for any other reason (in reason, or by an Eligible Assignee to a Lender other than on the case last day of any the Interest Period for such payment or ConversionAdvance upon an assignment of rights and obligations under this Agreement pursuant to Section 8.07 as a result of a demand by the Borrower pursuant to Section 8.07(a), such the Borrower shall, promptly upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses that it may reasonably incur as a result of such payment or Conversion, including, without limitation, any loss (other than excluding loss of anticipated profits (including the Applicable Margin)), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (d) Without prejudice to the survival of any other agreement of the Borrowers Borrower hereunder, the respective agreements and obligations of the Borrowers Borrower contained in Sections 2.142.11, 2.17 2.14 and 8.04 shall survive the payment in full of principal, interest and all other amounts payable hereunderhereunder and under the Notes. (e) Each Borrower agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to such Borrower or its respective security holders or creditors related to or arising out of or in connection with this Agreement, the Extensions of Credit or the use or proposed use of the proceeds thereof, any of the transactions contemplated by any of the foregoing or in the loan documentation and the performance by an Indemnified Party by any of the foregoing except to the extent that any loss, claim, damage, liability or expense is found in a judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct. (f) In the event that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against any Borrower or any of its Affiliates in which such Indemnified Party is not named as a defendant, such Borrower agrees to reimburse such Indemnified Party for all reasonable expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, including, without limitation, the fees and disbursements of its legal counsel.

Costs and Expenses. (a) AEP The Borrower agrees to pay promptly upon demand to pay, or reimburse the Administrative Agent for, all of Administrative Agent’s reasonable out-of-pocket audit, legal, appraisal, valuation, filing, document duplication and reproduction and investigation expenses and for all other reasonable out-of-pocket costs and expenses of every type and nature (including the reasonable fees, expenses and disbursements of the Administrative Agent’s counsel, Xxxxxx & Xxxxxxx LLP, local legal counsel, auditors, accountants, appraisers, printers, insurance and environmental advisors, and other consultants and agents) incurred by the Administrative Agent in connection with any of the preparation, execution, delivery, administration, modification and amendment of this Agreement and the other documents to be delivered hereunder, including, without limitation, following: (i) all due diligence, syndication (including printing, distribution and bank meetings), transportation, computer, duplication, appraisal, consultant, and audit expenses and (ii) the reasonable fees and expenses of counsel for the Administrative Agent with respect thereto Agent’s audit and with respect to advising the Administrative Agent as to its rights and responsibilities under this Agreement. AEP further agrees to pay promptly upon demand all costs and expenses investigation of the Administrative Agent Borrower and the Lenders, if any (including, without limitation, counsel fees and expenses), its Subsidiaries in connection with the enforcement (whether through negotiationspreparation, legal proceedings negotiation or otherwise) execution of this Agreement and the other documents to be delivered hereunder, including, without limitation, reasonable fees and expenses of counsel for the Administrative Agent and the Lenders in connection with the enforcement of rights under this Section 8.04(a). (b) AEP agrees to indemnify and hold harmless each Lender, any Loan Document or the Administrative Agent, the Swingline Bank, the LC Issuing Banks and each of their respective Affiliates and their officers, directors, controlling persons, employees, agents and advisors (each, an “Indemnified Party”) from and against any and all claims, damages, losses and liabilities, joint or several, to which any such Indemnified Party may become subject, in each case arising out of or in connection with or relating to (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) (i) this Agreement, any ’s periodic audits of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions of Credit or (ii) the actual or alleged presence of Hazardous Materials on any property of any Borrower or any of its Subsidiaries or any Environmental Action relating in any way to any Borrower or any of its Subsidiaries, and to reimburse any Indemnified Party for any and all reasonable expenses as the case may be, (ii) the preparation, negotiation, execution or interpretation of this Agreement (including, without limitation, the satisfaction or attempted satisfaction of any condition set forth in Article III (Conditions to Loans and Letters of Credit)), any Loan Document or any proposal letter or commitment letter issued in connection therewith, or the making of the Loans hereunder, (iii) the creation, perfection or protection of the Liens under any Loan Document (including any reasonable fees fees, disbursements and expenses for local counsel in various jurisdictions), (iv) the ongoing administration of counsel) as they are incurred this Agreement and the Loans, including consultation with attorneys in connection therewith and with respect to the investigation of Administrative Agent’s rights and responsibilities hereunder and under the other Loan Documents, (v) the protection, collection or preparation for or defense enforcement of any pending Obligation or threatened claim the enforcement of any Loan Document, (vi) the commencement, defense or intervention in any action or court proceeding arising therefromrelating in any way to the Obligations, whether or not such Indemnified Party is a party and whether or not such claimany Loan Party, action or proceeding is initiated or brought by or on behalf of such Borrower or any of its Affiliates and whether or not any of the transactions contemplated hereby are consummated or Borrower’s Subsidiaries, this Agreement or any other Loan Document, (vii) the response to, and preparation for, any subpoena or request for document production with which the Administrative Agent is terminated, except to the extent such claim, damage, loss, liability served or expense is found in a judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct. In the case of an investigation, litigation deposition or other proceeding to in which the indemnity Administrative Agent is called to testify, in each case, relating in any way to the Obligations, any Loan Party, any of the Borrower’s Subsidiaries, this Section 8.04(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Borrower, its directors, shareholders or creditors or an Indemnified Party Agreement or any other Person Loan Document or (viii) any Indemnified Party is otherwise a party thereto amendment, consent, waiver, assignment, restatement, or supplement to any Loan Document or the preparation, negotiation and whether execution of the same. (b) The Borrower further agrees to pay or not reimburse the transactions contemplated hereby are consummated. Each Borrower agrees not to assert any claim against Administrative Agent and each of the Lenders and Issuers upon demand for all out-of-pocket costs and expenses, including reasonable attorneys’ fees (including allocated costs of internal counsel and costs of settlement), incurred by the Administrative Agent, such Lenders or such Issuers in connection with any Lenderof the following: (i) in enforcing any Loan Document or Obligation or any security therefor or exercising or enforcing any other right or remedy available by reason of an Event of Default, (ii) in connection with any refinancing or restructuring of the credit arrangements provided hereunder in the nature of a “work-out” or in any insolvency or bankruptcy proceeding, (iii) in commencing, defending or intervening in any litigation or in filing a petition, complaint, answer, motion or other pleadings in any legal proceeding relating to the Obligations, any of their respective Affiliates, or any of their respective directors, officers, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to this AgreementLoan Party, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions of Credit. (c) If any payment of principal of, or Conversion of, any Eurodollar Rate Advance is made by any Borrower to or for the account of a Lender other than on the last day of the Interest Period for such Advance, as a result of a payment or Conversion pursuant to Section 2.07, 2.10(e), 2.13 or 2.15, acceleration of the maturity of the outstanding Borrowings pursuant to Section 6.01 or for any other reason (in the case of any such payment or Conversion), such Borrower shall, promptly upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses that it may reasonably incur as a result of such payment or Conversion, including, without limitation, any loss (other than loss of Applicable Margin), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (d) Without prejudice to the survival of any other agreement of the Borrowers hereunder, the respective agreements Borrower’s Subsidiaries and obligations of the Borrowers contained in Sections 2.14, 2.17 and 8.04 shall survive the payment in full of principal, interest and all other amounts payable hereunder. (e) Each Borrower agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to such Borrower or its respective security holders or creditors related to or arising out of or in connection with this Agreement, the Extensions of Credit or the use or proposed use of the proceeds thereof, any of the transactions contemplated hereby or by any other Loan Document or (iv) in taking any other action in or with respect to any suit or proceeding (bankruptcy or otherwise) described in clause (i), (ii) or (iii) above; provided, however, that the Borrower’s obligations under this paragraph (b) to pay or reimburse the Administrative Agent, the Lenders and the Issuers for the expenses of counsel shall be limited to one outside counsel to the Administrative Agent and one outside counsel to the Lenders and the Issuers and, in each case, any reasonably appropriate local counsel in each relevant jurisdiction, and if the interests of any Lender or group of Lenders (other than all of the foregoing Lenders) are distinctly or in the loan documentation and the performance by an Indemnified Party by any disproportionately affected, one additional outside counsel for such Lender or group of the foregoing except to the extent that any loss, claim, damage, liability or expense is found in a judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconductLenders. (f) In the event that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against any Borrower or any of its Affiliates in which such Indemnified Party is not named as a defendant, such Borrower agrees to reimburse such Indemnified Party for all reasonable expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, including, without limitation, the fees and disbursements of its legal counsel.

Costs and Expenses. (a) AEP The Borrower agrees to pay promptly upon on demand all reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, execution, delivery, administration, modification and amendment of this Agreement Agreement, the other Loan Documents and the other documents to be delivered hereunder, including, without limitation, (iA) all due diligence, syndication (including printing, distribution and bank meetings), transportation, computer, duplication, appraisal, consultant, and audit expenses and (iiB) the reasonable fees and expenses of counsel for the Administrative Agent with respect thereto and with respect to advising the Administrative Agent as to its rights and responsibilities under this AgreementAgreement and the other Loan Documents. AEP The Borrower further agrees to pay promptly upon on demand all costs and expenses of the Administrative Agent and the Lenders, if any (including, without limitation, reasonable counsel fees and expenses), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement Agreement, the other Loan Documents and the other documents to be delivered hereunder, including, without limitation, reasonable fees and expenses of counsel for the Administrative Agent and the Lenders each Lender in connection with the enforcement of rights under this Section 8.04(a). (b) AEP The Borrower agrees to indemnify and hold harmless the Agent and each Lender, the Administrative Agent, the Swingline Bank, the LC Issuing Banks Lender and each of their respective Affiliates and their officers, directors, controlling persons, employees, agents and advisors (each, an “Indemnified Party”) from and against any and all claims, damages, losses losses, liabilities and liabilitiesexpenses (including, joint without limitation, reasonable fees and expenses of counsel) incurred by or several, to which asserted or awarded against any such Indemnified Party may become subjectParty, in each case arising out of or in connection with or relating to by reason of (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) (i) this Agreement, the other Loan Documents, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions of Credit Advances or (ii) the actual or alleged presence of Hazardous Materials on any property of any the Borrower or any of its Subsidiaries or any Environmental Action relating in any way to any the Borrower or any of its Subsidiaries, and to reimburse any Indemnified Party for any and all reasonable expenses (including, without limitation, reasonable fees and expenses of counsel) as they are incurred in connection with the investigation of or preparation for or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party and whether or not such claim, action or proceeding is initiated or brought by or on behalf of such Borrower or any of its Affiliates and whether or not any of the transactions contemplated hereby are consummated or this Agreement is terminated, except to the extent such claim, damage, loss, liability or expense is found in a judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 8.04(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any the Borrower, its directors, shareholders equityholders or creditors or an Indemnified Party or any other Person Person, whether or not any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. Each The Borrower also agrees not to assert any claim for special, indirect, consequential or punitive damages against the Administrative Agent, any Lender, any of their respective Affiliates, or any of their respective directors, officers, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to this Agreement, the other Loan Documents, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions of CreditAdvances. (c) If any payment of principal of, or Conversion of, any Eurodollar Rate Advance is made by any the Borrower to or for the account of a Lender other than on the last day of the Interest Period for such Advance, as a result of a payment or Conversion pursuant to Section 2.07, 2.10(e2.08(d) or (e), 2.13 2.10 or 2.152.12, acceleration of the maturity of the outstanding Borrowings Notes pursuant to Section 6.01 or for any other reason (in reason, or by an Eligible Assignee to a Lender other than on the case last day of any the Interest Period for such payment or ConversionAdvance upon an assignment of rights and obligations under this Agreement pursuant to Section 8.07 as a result of a demand by the Borrower pursuant to Section 8.07(a), such the Borrower shall, promptly upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses that it may reasonably incur as a result of such payment or Conversion, including, without limitation, any loss (other than excluding loss of Applicable Marginanticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (d) Without prejudice to the survival of any other agreement of the Borrowers Borrower hereunder, the respective agreements and obligations of the Borrowers Borrower contained in Sections 2.142.11, 2.17 2.14 and 8.04 shall survive the payment in full of principal, interest and all other amounts payable hereunderhereunder and under the Notes. (e) Each Borrower agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to such Borrower or its respective security holders or creditors related to or arising out of or in connection with this Agreement, the Extensions of Credit or the use or proposed use of the proceeds thereof, any of the transactions contemplated by any of the foregoing or in the loan documentation and the performance by an Indemnified Party by any of the foregoing except to the extent that any loss, claim, damage, liability or expense is found in a judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct. (f) In the event that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against any Borrower or any of its Affiliates in which such Indemnified Party is not named as a defendant, such Borrower agrees to reimburse such Indemnified Party for all reasonable expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, including, without limitation, the fees and disbursements of its legal counsel.

Costs and Expenses. (a) AEP The Borrower agrees to pay promptly upon on demand all reasonable out-of-pocket and documented costs and expenses of the Administrative Agent in connection with the preparation, execution, delivery, administration, modification and amendment of this Agreement Agreement, the other Loan Documents and the other documents to be delivered hereunder, including, without limitation, including (iA) all due diligence, syndication (including printing, distribution and bank meetings), transportation, computer, duplication, appraisal, consultant, and audit expenses and (iiB) the reasonable and documented fees and expenses of counsel for the Administrative Agent with respect thereto and with respect to advising the Administrative Agent as to its rights and responsibilities under this AgreementAgreement and the other Loan Documents. AEP The Borrower further agrees to pay promptly upon on demand all costs and expenses of the Administrative Agent and the Lenders, if any (including, without limitation, including reasonable and documented counsel fees and expenses), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement Agreement, the other Loan Documents and the other documents to be delivered hereunder, including, without limitation, including reasonable and documented fees and expenses of counsel for the Administrative Agent and the Lenders each Lender in connection with the enforcement of rights under this Section 8.04(a). (b) AEP The Borrower agrees to indemnify and hold harmless the Agent and each Lender, the Administrative Agent, the Swingline Bank, the LC Issuing Banks Lender and each of their respective Affiliates and their officers, directors, controlling persons, employees, agents and advisors (each, an “Indemnified Party”) from and against any and all claims, damages, losses and losses, liabilities, joint obligations, penalties, actions, judgments, suits, costs, disbursements and expenses (including reasonable and documented fees and expenses of counsel) incurred by or several, to which asserted or awarded against any such Indemnified Party may become subjectParty, in each case arising out of or in connection with or relating to by reason of (including, without limitation, including in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) (i) this Agreement, the other Loan Documents, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions of Credit Loans or (ii) the actual or alleged presence of Hazardous Materials on any property of any the Borrower or any of its Subsidiaries Subsidiary or any Environmental Action relating in any way to any the Borrower or any of its Subsidiaries, and to reimburse any Indemnified Party for any and all reasonable expenses (including, without limitation, reasonable fees and expenses of counsel) as they are incurred in connection with the investigation of or preparation for or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party and whether or not such claim, action or proceeding is initiated or brought by or on behalf of such Borrower or any of its Affiliates and whether or not any of the transactions contemplated hereby are consummated or this Agreement is terminatedSubsidiary, except to the extent such claim, damage, loss, liability or expense is found in a judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconductmisconduct as determined in a final, non-appealable judgment of a court of competent jurisdiction. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 8.04(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any the Borrower, its directors, shareholders equityholders or creditors or an Indemnified Party or any other Person Person, whether or not any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. Each The Borrower also agrees not to assert any claim for special, indirect, consequential or punitive damages against the Administrative Agent, any Lender, any of their respective Affiliates, or any of their respective directors, officers, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to this Agreement, the other Loan Documents, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions of CreditLoans. (c) If any payment of principal of, or Conversion of, any Eurodollar Rate Advance Loan is made by any the Borrower to or for the account of a Lender other than on the last day of the Interest Period for such AdvanceLoan, as a result of a payment or Conversion pursuant to Section 2.07, 2.10(e2.08(d) or (e), 2.13 2.10 or 2.152.12, acceleration of the maturity of the outstanding Borrowings Notes pursuant to Section 6.01 or for any other reason (in reason, or by an Eligible Assignee to a Lender other than on the case last day of any the Interest Period for such payment or ConversionLoan upon an assignment of rights and obligations under this Agreement pursuant to Section 8.07 as a result of a demand by the Borrower pursuant to Section 8.07(a), such the Borrower shall, promptly upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses that it may reasonably incur as a result of such payment or Conversion, including, without limitation, including any loss (other than excluding loss of Applicable Marginanticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such AdvanceLoan. A certificate of the affected Lender under this Section 8.04(c), setting forth its calculation of loss in reasonable detail, shall be conclusive and binding in the absence of manifest error. (d) Without prejudice to the survival of any other agreement of the Borrowers Borrower hereunder, the respective agreements and obligations of the Borrowers Borrower contained in Sections 2.14, 2.17 2.11 and 2.14 and this Section 8.04 shall survive the payment in full of principal, interest and all other amounts payable hereunderhereunder and under the Notes. (e) Each Borrower agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to such Borrower or its respective security holders or creditors related to or arising out of or in connection with this Agreement, the Extensions of Credit or the use or proposed use of the proceeds thereof, any of the transactions contemplated by any of the foregoing or in the loan documentation and the performance by an Indemnified Party by any of the foregoing except to the extent that any loss, claim, damage, liability or expense is found in a judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct. (f) In the event that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against any Borrower or any of its Affiliates in which such Indemnified Party is not named as a defendant, such Borrower agrees to reimburse such Indemnified Party for all reasonable expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, including, without limitation, the fees and disbursements of its legal counsel.

Costs and Expenses. (a) AEP The Borrower agrees to pay promptly upon (and in any event within 15 days) after demand all reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, execution, delivery, administration, modification and amendment of this Agreement Agreement, the Notes and the other documents to be delivered hereunder, including, without limitation, (iA) all due diligence, syndication (including printing, distribution and bank meetings), transportation, computer, duplication, appraisal, consultant, and audit expenses and (iiB) the reasonable fees and expenses of one (subject to conflicts issues) primary counsel for the Administrative Agent and one (subject to conflicts issues) local counsel in each relevant jurisdiction engaged by such primary counsel with respect thereto and with respect to advising the Administrative Agent as to its rights and responsibilities under this Agreement. AEP The Borrower further agrees to pay promptly upon on demand all costs and expenses of the Administrative Agent and the Lenders, if any (including, without limitation, reasonable counsel fees and expenses), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement Agreement, the Notes and the other documents to be delivered hereunder, including, without limitation, reasonable fees and expenses of counsel for the Administrative Agent and the Lenders each Lender in connection with the enforcement of rights under this Section 8.04(a). (b) AEP The Borrower agrees to indemnify and hold harmless the Agent and each Lender, the Administrative Agent, the Swingline Bank, the LC Issuing Banks Lender and each of their respective Affiliates and their officers, directors, controlling persons, employees, agents and advisors (each, an “Indemnified Party”) from and against any and all claims, damages, losses losses, liabilities and liabilitiesexpenses (including, joint without limitation, reasonable fees and expenses of counsel) incurred by or several, to which asserted or awarded against any such Indemnified Party may become subjectParty, in each case arising out of or in connection with or relating to by reason of (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) (i) the Notes, this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions of Credit Advances or (ii) the actual or alleged presence of Hazardous Materials on any property of any Borrower or any of its Subsidiaries or any Environmental Action relating in any way to any the Borrower or any of its Subsidiaries, and to reimburse any Indemnified Party for any and all reasonable expenses (including, without limitation, reasonable fees and expenses of counsel) as they are incurred in connection with the investigation of or preparation for or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party and whether or not such claim, action or proceeding is initiated or brought by or on behalf of such Borrower or any of its Affiliates and whether or not any of the transactions contemplated hereby are consummated or this Agreement is terminated, except to the extent (x) such claim, damage, loss, liability or expense is found in a judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s material breach of contract, bad faith, gross negligence or willful misconduct, (y) such claim, damage, loss, liability or expense relate to any litigation or proceeding solely between or among Indemnified Parties not arising from any act or omission by the Borrower or any of its Affiliates or (z) except to the extent payable under Section 8.04(a), such claim, damage loss, liability or expense arises in connection with the preparation, execution, delivery, administration, modification or amendment of this Agreement. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 8.04(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any the Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. Each The Borrower also agrees not to assert any claim for special, indirect, consequential or punitive damages against the Administrative Agent, any Lender, any of their respective Affiliates, or any of their respective directors, officers, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to the Notes, this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions of CreditAdvances. (c) If any payment of principal of, or Conversion of, any Eurodollar Eurocurrency Rate Advance, LIBO Rate Advance or Local Rate Advance is made by any the Borrower to or for the account of a Lender other than on the last day of the Interest Period for such Advance, as a result of a payment or Conversion pursuant to Section 2.07, 2.10(e2.08(d) or (e), 2.13 2.10 or 2.152.12, acceleration of the maturity of the outstanding Borrowings Notes pursuant to Section 6.01 or for any other reason (in reason, or by an Eligible Assignee to a Lender other than on the case last day of any the Interest Period for such payment or Conversion)Advance upon an assignment of rights and obligations under this Agreement pursuant to Section 8.07 as a result of a demand by the Borrower pursuant to Section 2.21, such the Borrower shall, promptly upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses that it may reasonably incur as a result of such payment or Conversion, including, without limitation, any loss (other than including loss of Applicable Marginanticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (d) Without prejudice to the survival of any other agreement of the Borrowers Borrower hereunder, the respective agreements and obligations of the Borrowers Borrower contained in Sections 2.142.11, 2.17 2.14 and 8.04 shall survive the payment in full of principal, interest and all other amounts payable hereunderhereunder and under the Notes. (e) Each Borrower agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to such Borrower or its respective security holders or creditors related to or arising out of or in connection with this Agreement, the Extensions of Credit or the use or proposed use of the proceeds thereof, any of the transactions contemplated by any of the foregoing or in the loan documentation and the performance by an Indemnified Party by any of the foregoing except to the extent that any loss, claim, damage, liability or expense is found in a judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct. (f) In the event that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against any Borrower or any of its Affiliates in which such Indemnified Party is not named as a defendant, such Borrower agrees to reimburse such Indemnified Party for all reasonable expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, including, without limitation, the fees and disbursements of its legal counsel.

Costs and Expenses. (a) AEP agrees to pay EnergySolutions will promptly upon demand pay, or reimburse, without duplication: (i) all reasonable out-of-pocket expenses of the Administrative Agent or the Collateral Agent in connection with the preparation, structuring, due diligence, negotiation, execution, delivery, syndication and administration of this Agreement and the other Loan Documents and the transactions related hereto, contemplated hereunder and thereunder and the making of the initial Loans hereunder (whether or not such Loans are made), including, but not limited to, the reasonable fees and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP, special counsel for the Arrangers; (ii) all reasonable out-of-pocket expenses of the Administrative Agent or the Collateral Agent in connection with the administration of the transactions contemplated in this Agreement or the other Loan Documents, the restructuring and “work out” of such transactions and the preparation, negotiation, execution and delivery of any waiver, amendment or consent, whether or not such waiver, amendment or consent shall become effective, by the Administrative Agent and the Lender Parties relating to this Agreement or the other Loan Documents, including, but not limited to, the reasonable fees and disbursements of any experts, agents or consultants and of special counsel for the Administrative Agent or the Collateral Agent (limited to one outside counsel to the Administrative Agent and the Collateral Agent and such local counsel as may be necessary for the Administrative Agent and the Collateral Agent), but excluding any assignment fee pursuant to Section 11.5(b) hereof; and (iii) all out-of-pocket costs and expenses of the Administrative Agent in connection with or the preparation, execution, delivery, administration, modification and amendment of this Agreement and the other documents to be delivered hereunder, including, without limitation, (i) all due diligence, syndication (including printing, distribution and bank meetings), transportation, computer, duplication, appraisal, consultant, and audit expenses and (ii) the reasonable fees and expenses of counsel for the Administrative Agent with respect thereto and with respect to advising the Administrative Agent as to its rights and responsibilities under this Agreement. AEP further agrees to pay promptly upon demand all costs and expenses of the Administrative Agent and the Lenders, if any (including, without limitation, counsel fees and expenses), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the other documents to be delivered hereunder, including, without limitation, reasonable fees and expenses of counsel for the Administrative Collateral Agent and the Lenders in connection with the enforcement of this Agreement or the other Loan Documents and all out-of-pocket costs and expenses of collection if an Event of Default occurs in the payment of the Loans or the other Obligations, whether in any action, suit or litigation, or any bankruptcy, insolvency, liquidation, or other similar proceeding affecting creditors’ rights under this Section 8.04(a)generally, which in each case shall include reasonable fees and out-of-pocket expenses of one respective outside counsel and such local counsel as may be necessary for the Administrative Agent, the Collateral Agent and the Lenders. (b) AEP agrees to indemnify and hold harmless each Lender, the Administrative Agent, the Swingline Bank, the LC Issuing Banks and each of their respective Affiliates and their officers, directors, controlling persons, employees, agents and advisors (each, an “Indemnified Party”) from and against any and all claims, damages, losses and liabilities, joint or several, to which any such Indemnified Party may become subject, in each case arising out of or in connection with or relating to (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) (i) this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions of Credit or (ii) the actual or alleged presence of Hazardous Materials on any property of any Borrower or any of its Subsidiaries or any Environmental Action relating in any way to any Borrower or any of its Subsidiaries, and to reimburse any Indemnified Party for any and all reasonable expenses (including, without limitation, reasonable fees and expenses of counsel) as they are incurred in connection with the investigation of or preparation for or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party and whether or not such claim, action or proceeding is initiated or brought by or on behalf of such Borrower or any of its Affiliates and whether or not any of the transactions contemplated hereby are consummated or this Agreement is terminated, except to the extent such claim, damage, loss, liability or expense is found in a judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 8.04(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. Each Borrower EnergySolutions also agrees not to assert any claim against the Administrative any Agent, any Lender, Lender Party or any of their respective Affiliates, or any of their respective officers, directors, officers, employees, attorneys agents and agentsadvisors, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to this Agreementthe Commitments, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions any Loan or Letter of Credit, the Loan Documents or any of the transactions contemplated by the Loan Documents. (c) If any payment of principal ofLoan Party fails to pay when due any costs, expenses or Conversion of, other amounts payable by it under any Eurodollar Rate Advance is made by any Borrower to or for the account of a Lender other than on the last day of the Interest Period for such Advance, as a result of a payment or Conversion pursuant to Section 2.07, 2.10(e), 2.13 or 2.15, acceleration of the maturity of the outstanding Borrowings pursuant to Section 6.01 or for any other reason (in the case of any such payment or Conversion), such Borrower shall, promptly upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses that it may reasonably incur as a result of such payment or ConversionLoan Document, including, without limitation, any loss (other than loss fees and expenses of Applicable Margin)counsel and indemnities, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (d) Without prejudice to the survival of any other agreement of the Borrowers hereunder, the respective agreements and obligations of the Borrowers contained in Sections 2.14, 2.17 and 8.04 shall survive the payment in full of principal, interest and all other amounts payable hereunder. (e) Each Borrower agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to such Borrower or its respective security holders or creditors related to or arising out of or in connection with this Agreement, the Extensions of Credit or the use or proposed use of the proceeds thereof, any of the transactions contemplated by any of the foregoing or in the loan documentation and the performance by an Indemnified Party by any of the foregoing except to the extent that any loss, claim, damage, liability or expense is found in a judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct. (f) In the event that an Indemnified Party is requested or required to appear as a witness in any action brought by or amount may be paid on behalf of or against any Borrower or any of its Affiliates in which such Indemnified Loan Party is not named as a defendant, such Borrower agrees to reimburse such Indemnified Party for all reasonable expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, including, without limitation, the fees and disbursements of its legal counselAdministrative Agent.

Costs and Expenses. (a) AEP agrees Whether or not the Merger is consummated, all costs and expenses incurred in connection with this Agreement and the Merger Transactions shall be paid by the party incurring such costs or expenses, except as provided in this Section 8.2. (b) If this Agreement is terminated by PAA pursuant to Section 8.1(b)(iii) or Section 8.1(b)(iv), or by PAA or MLP pursuant to Section 8.1(c) then MLP shall pay promptly upon demand to PAA the Expenses of PAA, subject to such Expenses not exceeding $5,000,000. (c) If this Agreement is terminated by MLP pursuant to Section 8.1(b)(iii) or Section 8.1(b)(iv), then PAA shall pay to MLP the Expenses of MLP, subject to such Expenses not exceeding $5,000,000. (d) Any payment of the Expenses shall be made by wire transfer of immediately available funds to an account designated by PAA or an account designated by MLP, as applicable, within one Business Day following the event that triggered the obligation to make such payment. The parties acknowledge that the agreements contained in this Section 8.2 are an integral part of the Merger Transactions, and that, without these agreements, none of the parties would enter into this Agreement. (e) As used in this agreement, “Expenses” includes all reasonable out-of-pocket costs expenses (including all fees and expenses of the Administrative Agent counsel, accountants, investment bankers, experts and consultants to a party hereto and its Affiliates) incurred by a party or on its behalf in connection with or related to the authorization, preparation, executionnegotiation, delivery, administration, modification execution and amendment performance of this Agreement and the other documents to be delivered hereunderMerger Transactions, includingincluding the preparation, without limitation, (i) all due diligence, syndication (including printing, distribution filing and bank meetings), transportation, computer, duplication, appraisal, consultantmailing of the Proxy Statement/Prospectus and the Registration Statement and the solicitation of the MLP Unitholder Approval, and audit expenses and (ii) the reasonable fees and expenses of counsel for the Administrative Agent with respect thereto and with respect to advising the Administrative Agent as to its rights and responsibilities under this Agreement. AEP further agrees to pay promptly upon demand all other matters, including costs and expenses of litigation, related to the Administrative Agent Merger Transactions. The Expenses relating to the preparation, printing, filing and mailing of the Proxy Statement/Prospectus and the Lenders, if any (including, without limitation, counsel fees and expenses), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement Registration Statement and the other documents to be delivered hereunder, including, without limitation, reasonable fees and expenses of counsel for the Administrative Agent and the Lenders in connection with the enforcement of rights under this Section 8.04(a). (b) AEP agrees to indemnify and hold harmless each Lender, the Administrative Agent, the Swingline Bank, the LC Issuing Banks and each of their respective Affiliates and their officers, directors, controlling persons, employees, agents and advisors (each, an “Indemnified Party”) from and against any and all claims, damages, losses and liabilities, joint or several, to which any such Indemnified Party may become subject, in each case arising out of or in connection with or relating to (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) (i) this Agreement, any solicitation of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions of Credit or (ii) the actual or alleged presence of Hazardous Materials on any property of any Borrower or any of its Subsidiaries or any Environmental Action relating in any way to any Borrower or any of its Subsidiaries, and to reimburse any Indemnified Party for any and all reasonable expenses (including, without limitation, reasonable fees and expenses of counsel) as they are incurred in connection with the investigation of or preparation for or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party and whether or not such claim, action or proceeding is initiated or brought by or on behalf of such Borrower or any of its Affiliates and whether or not any of the transactions contemplated hereby are consummated or this Agreement is terminated, except to the extent such claim, damage, loss, liability or expense is found in a judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 8.04(b) applies, such indemnity MLP Unitholder Approval shall be effective whether or not such investigation, litigation or proceeding is brought paid 50% by any Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto PAA and whether or not the transactions contemplated hereby are consummated. Each Borrower agrees not to assert any claim against the Administrative Agent, any Lender, any of their respective Affiliates, or any of their respective directors, officers, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions of Credit50% by MLP. (c) If any payment of principal of, or Conversion of, any Eurodollar Rate Advance is made by any Borrower to or for the account of a Lender other than on the last day of the Interest Period for such Advance, as a result of a payment or Conversion pursuant to Section 2.07, 2.10(e), 2.13 or 2.15, acceleration of the maturity of the outstanding Borrowings pursuant to Section 6.01 or for any other reason (in the case of any such payment or Conversion), such Borrower shall, promptly upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses that it may reasonably incur as a result of such payment or Conversion, including, without limitation, any loss (other than loss of Applicable Margin), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (d) Without prejudice to the survival of any other agreement of the Borrowers hereunder, the respective agreements and obligations of the Borrowers contained in Sections 2.14, 2.17 and 8.04 shall survive the payment in full of principal, interest and all other amounts payable hereunder. (e) Each Borrower agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to such Borrower or its respective security holders or creditors related to or arising out of or in connection with this Agreement, the Extensions of Credit or the use or proposed use of the proceeds thereof, any of the transactions contemplated by any of the foregoing or in the loan documentation and the performance by an Indemnified Party by any of the foregoing except to the extent that any loss, claim, damage, liability or expense is found in a judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct. (f) In the event that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against any Borrower or any of its Affiliates in which such Indemnified Party is not named as a defendant, such Borrower agrees to reimburse such Indemnified Party for all reasonable expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, including, without limitation, the fees and disbursements of its legal counsel.

Costs and Expenses. The Borrower shall pay (ai) AEP agrees to pay promptly upon demand all reasonable out-of-out of pocket costs expenses incurred by each Agent, each L/C Issuer and expenses each of their respective Affiliates (limited, in the Administrative case of legal fees and fees of other advisors or consultants, to the reasonable and documented (subject to redaction for privileged, confidential or otherwise sensitive information) fees, charges and disbursements of (A) a single primary counsel to the Prepetition First Lien Agent and the Prepetition First Lien Lenders (taken as a whole) to the extent provided in the Financing Orders, (B) a single primary counsel to the Agents and the Lenders (taken as a whole), (C) a single primary counsel to each L/C Issuer, (D) the Tranche B Advisors, (E) if necessary, a single regulatory counsel to the Agents and the Lenders (taken as a whole), and a single local counsel to the Agents and the Lenders (taken as a whole) in each material relevant jurisdiction, and (F) a single financial advisor to the Tranche A Lenders (taken as a whole), in connection with (x) the syndication of the credit facilities provided for herein and (y) the preparation, review, negotiation, execution, delivery, administration, modification delivery and amendment administration of this Agreement and the other documents to be delivered hereunderLoan Documents or any amendments, including, without limitation, (i) all due diligence, syndication (including printing, distribution and bank meetings), transportation, computer, duplication, appraisal, consultant, and audit expenses and (ii) the reasonable fees and expenses of counsel for the Administrative Agent with respect thereto and with respect to advising the Administrative Agent as to its rights and responsibilities under this Agreement. AEP further agrees to pay promptly upon demand all costs and expenses modifications or waivers of the Administrative Agent and the Lenders, if any provisions hereof or thereof (including, without limitation, counsel fees and expenses), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the other documents to be delivered hereunder, including, without limitation, reasonable fees and expenses of counsel for the Administrative Agent and the Lenders in connection with the enforcement of rights under this Section 8.04(a). (b) AEP agrees to indemnify and hold harmless each Lender, the Administrative Agent, the Swingline Bank, the LC Issuing Banks and each of their respective Affiliates and their officers, directors, controlling persons, employees, agents and advisors (each, an “Indemnified Party”) from and against any and all claims, damages, losses and liabilities, joint or several, to which any such Indemnified Party may become subject, in each case arising out of or in connection with or relating to (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) (i) this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions of Credit or (ii) the actual or alleged presence of Hazardous Materials on any property of any Borrower or any of its Subsidiaries or any Environmental Action relating in any way to any Borrower or any of its Subsidiaries, and to reimburse any Indemnified Party for any and all reasonable expenses (including, without limitation, reasonable fees and expenses of counsel) as they are incurred in connection with the investigation of or preparation for or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party and whether or not such claim, action or proceeding is initiated or brought by or on behalf of such Borrower or any of its Affiliates and whether or not any of the transactions contemplated hereby are consummated or this Agreement is terminated, except to the extent such claim, damage, loss, liability or expense is found in a judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 8.04(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are or thereby shall be consummated. Each Borrower agrees not to assert any claim against the Administrative ) and (ii) all out of pocket expenses incurred by each Arranger, each Agent, any Lendereach L/C Issuer and the Lenders (limited, any of their respective Affiliates, or any of their respective directors, officers, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions of Credit. (c) If any payment of principal of, or Conversion of, any Eurodollar Rate Advance is made by any Borrower to or for the account of a Lender other than on the last day of the Interest Period for such Advance, as a result of a payment or Conversion pursuant to Section 2.07, 2.10(e), 2.13 or 2.15, acceleration of the maturity of the outstanding Borrowings pursuant to Section 6.01 or for any other reason (in the case of any such payment legal fees and fees of other advisors or Conversionconsultants, to the reasonable and documented (subject to redaction for privileged, confidential or otherwise sensitive information) fees, charges and disbursements of counsel and advisors referred to in subclause (i) above, but including a separate primary counsel for the Tranche A Lenders (taken as a whole)), such Borrower shall, promptly upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses that it may reasonably incur as a result of such payment or Conversion, including, without limitation, any loss (other than loss of Applicable Margin), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (d) Without prejudice to the survival of any other agreement of the Borrowers hereunder, the respective agreements and obligations of the Borrowers contained in Sections 2.14, 2.17 and 8.04 shall survive the payment in full of principal, interest and all other amounts payable hereunder. (e) Each Borrower agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to such Borrower or its respective security holders or creditors related to or arising out of or in connection with this Agreement(I) the enforcement, the Extensions preservation or protection of Credit or the use or proposed use of the proceeds thereof, any of the transactions contemplated by any of the foregoing or in the loan documentation and the performance by an Indemnified Party by any of the foregoing except to the extent that any loss, claim, damage, liability or expense is found in a judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct. (f) In the event that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against any Borrower or any of its Affiliates in which such Indemnified Party is not named as a defendant, such Borrower agrees to reimburse such Indemnified Party for all reasonable expenses incurred by it their respective rights in connection with the Cases, this Agreement and the other Loan Documents, including their respective rights under this Section 10.04, and (II) the Loans made hereunder, including all such Indemnified Party’s appearing and preparing to appear as out of pocket expenses incurred during any workout, refinancing, restructuring or negotiations in respect of such a witness, including, without limitation, the fees and disbursements of its legal counselLoans.

Costs and Expenses. (a) AEP The Company agrees to pay promptly upon on demand all reasonable out-of-pocket the costs and expenses of the Administrative Agent Bank incurred in connection with the negotiation, preparation, execution, delivery, administration, modification execution and amendment delivery of this Agreement and the other Loan Documents and the other instruments and documents to be delivered hereunder, including, without limitation, (i) all due diligence, syndication (including printing, distribution and bank meetings), transportation, computer, duplication, appraisal, consultantthereunder, and audit expenses in connection with the transactions contemplated hereby or thereby, and (ii) in connection with any consents hereunder and any waivers or amendments hereto or thereto, including the reasonable fees and expenses of counsel for the Administrative Agent with respect thereto and Bank, with respect to advising the Administrative Agent as to its rights and responsibilities under this Agreement. AEP further agrees to pay promptly upon demand all costs and expenses of the Administrative Agent and the Lenders, if any foregoing (including, without limitation, counsel fees and expenses), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the other documents to be delivered hereunder, including, without limitation, reasonable fees and expenses of counsel for the Administrative Agent and the Lenders in connection with the enforcement of rights under this Section 8.04(a). (b) AEP agrees to indemnify and hold harmless each Lender, the Administrative Agent, the Swingline Bank, the LC Issuing Banks and each of their respective Affiliates and their officers, directors, controlling persons, employees, agents and advisors (each, an “Indemnified Party”) from and against any and all claims, damages, losses and liabilities, joint or several, to which any such Indemnified Party may become subject, in each case arising out of or in connection with or relating to (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) (i) this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions of Credit or (ii) the actual or alleged presence of Hazardous Materials on any property of any Borrower or any of its Subsidiaries or any Environmental Action relating in any way to any Borrower or any of its Subsidiaries, and to reimburse any Indemnified Party for any and all reasonable expenses (including, without limitation, reasonable fees and expenses of counsel) as they are incurred in connection with the investigation of or preparation for or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party and whether or not such claim, action or proceeding is initiated or brought by or on behalf of such Borrower or any of its Affiliates and whether or not any of the transactions contemplated hereby are consummated or this Agreement is terminated, except to the extent such claim, damage, loss, liability or expense is found in a judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 8.04(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated). Each Borrower The Company further agrees not to assert any claim against pay to the Administrative Agent, any Lender, any of their respective Affiliates, Bank or any other holder of the Obligations all costs and expenses (including court costs and attorneys’ fees), if any, incurred or paid by the Bank or any other holder of the Obligations in connection with any Default or Event of Default or in connection with the enforcement of this Agreement or any other Loan Document or any other instrument or document delivered thereunder (including, without limitation, all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Company or any Guarantor). The Company further agrees to indemnify the Bank, and any security trustee, and their respective directors, officers, officers and employees, attorneys against all losses, claims, damages, penalties, judgments, liabilities and agentsexpenses (including, on without limitation, all expenses of litigation or preparation therefor, whether or not the indemnified person is a party thereto) which any theory of liability, for special, indirect, consequential them may pay or punitive damages incur arising out of or otherwise relating to this Agreement, any Loan Document or any of the transactions contemplated herein thereby or the actual direct or indirect application or proposed use application of the proceeds of the Extensions any extension of Credit. (c) If any payment of principal ofcredit made available hereunder, or Conversion of, any Eurodollar Rate Advance is made by any Borrower to or for the account of a Lender other than on those which arise from a material breach of this Agreement by the last day party claiming indemnification or the gross negligence or willful misconduct of the Interest Period for such Advanceparty claiming indemnification. The Company, as a result of a payment or Conversion pursuant to Section 2.07, 2.10(e), 2.13 or 2.15, acceleration of the maturity of the outstanding Borrowings pursuant to Section 6.01 or for any other reason (in the case of any such payment or Conversion), such Borrower shall, promptly upon demand by such Lender (with a copy of such demand to the Administrative Agent)Bank at any time, pay to shall reimburse the Administrative Agent for the account of such Lender any amounts required to compensate such Lender Bank for any additional losses, costs or expenses that it may reasonably incur as a result of such payment or Conversion, including, without limitation, any loss (other than loss of Applicable Margin), cost or expense incurred by reason of the liquidation or reemployment of deposits legal or other funds acquired by any Lender to fund or maintain such Advance. (d) Without prejudice to the survival of any other agreement of the Borrowers hereunder, the respective agreements and obligations of the Borrowers contained in Sections 2.14, 2.17 and 8.04 shall survive the payment in full of principal, interest and all other amounts payable hereunder. (e) Each Borrower agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to such Borrower or its respective security holders or creditors related to or arising out of or expenses incurred in connection with this Agreement, the Extensions of Credit investigating or the use or proposed use of the proceeds thereof, any of the transactions contemplated by any of the foregoing or in the loan documentation and the performance by an Indemnified Party by defending against any of the foregoing except if the same is directly due to a material breach of this Agreement by the extent that any loss, claim, damage, liability party to be indemnified or expense is found in a judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s the gross negligence or willful misconductmisconduct of the party to be indemnified. The obligations of the Company under this Section shall survive the termination of this Agreement. (f) In the event that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against any Borrower or any of its Affiliates in which such Indemnified Party is not named as a defendant, such Borrower agrees to reimburse such Indemnified Party for all reasonable expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, including, without limitation, the fees and disbursements of its legal counsel.

Costs and Expenses. (a) AEP agrees The Borrowers agree, jointly and severally, to pay promptly upon on demand (i) all reasonable out-of-out of pocket costs and expenses of the Administrative Agent in connection with the preparation, execution, delivery, administration, modification and amendment of this Agreement and of, or any consent or waiver under, the other documents to be delivered hereunder, including, without limitation, Loan Documents (iincluding (A) all due diligence, collateral review, syndication (including printing, distribution and bank meetings), transportation, computer, duplication, messenger, appraisal, audit, insurance, consultant, search, filing and audit recording fees and expenses and (B) the reasonable fees and expenses of one set (including one main law firm and such additional special or local counsel as may be reasonably required) counsel for each Agent with respect thereto, with respect to advising such Agent as to its rights and responsibilities, or the perfection, protection or preservation of rights or interests, under the Loan Documents, with respect to negotiations with any Loan Party or with other creditors of any Loan Party or any of its Subsidiaries arising out of any Event of Default or any events or circumstances that may give rise to an Event of Default and with respect to presenting claims in or otherwise participating in or monitoring any bankruptcy, insolvency or other similar proceeding involving creditors’ rights generally and any proceeding ancillary thereto) and (ii) all out of pocket costs and expenses of each Agent, and each Lender in connection with the enforcement of the Loan Documents, whether in any action, suit or litigation, or any bankruptcy, insolvency or other similar proceeding affecting creditors’ rights generally (including the reasonable fees and expenses of counsel for the Administrative Agent Agent, and each Lender with respect thereto and with respect to advising the Administrative Agent as to its rights and responsibilities under this Agreement. AEP further agrees to pay promptly upon demand all costs and expenses of the Administrative Agent and the Lenders, if any (including, without limitation, counsel fees and expenses), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the other documents to be delivered hereunder, including, without limitation, reasonable fees and expenses of counsel for the Administrative Agent and the Lenders in connection with the enforcement of rights under this Section 8.04(athereto). (b) AEP agrees The Borrowers, jointly and severally, agree to indemnify indemnify, defend and save and hold harmless each Lender, the Administrative Agent, the Swingline Bank, the LC Issuing Banks each Lender and each of their respective Affiliates and their respective officers, directors, controlling persons, employees, agents agents, advisors, attorneys and advisors representatives (each, an “Indemnified Party”) from and against against, and shall pay on demand, any and all claims, damages, losses losses, liabilities and liabilitiesexpenses (including fees and expenses of counsel), joint or several, to which that may be incurred by or asserted or awarded against any such Indemnified Party may become subjectParty, in each case arising out of or in connection with or relating to by reason of (including, without limitation, including in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) (i) this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions Loans, the Transaction Documents or any of Credit the transactions contemplated thereby, including any acquisition or proposed acquisition (including the transactions contemplated hereunder) by the Borrowers or any of their Subsidiaries or Affiliates of all or any portion of the Equity Interests in or Debt securities or substantially all of the assets of any Person or (ii) the actual or alleged presence of Hazardous Materials on any property of any Borrower Loan Party or any of its Subsidiaries or any Environmental Action relating in any way to any Borrower Loan Party or any of its Subsidiaries, and to reimburse any Indemnified Party for any and all reasonable expenses (including, without limitation, reasonable fees and expenses of counsel) as they are incurred in connection with the investigation of or preparation for or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party and whether or not such claim, action or proceeding is initiated or brought by or on behalf of such Borrower or any of its Affiliates and whether or not any of the transactions contemplated hereby are consummated or this Agreement is terminated, except to the extent such claim, damage, loss, liability or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 8.04(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any BorrowerLoan Party, its directors, shareholders or creditors or an Indemnified Party or any other Person Person, whether or not any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby hereunder are consummatedconsummated except to the extent such claim, damage, loss, liability or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct. Each Borrower agrees The Borrowers also agree not to assert any claim against the Administrative any Agent, any Lender, Lender or any of their respective Affiliates, or any of their respective officers, directors, officers, employees, attorneys agents and agentsadvisors, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions Loans, the Transaction Documents or any of Creditthe transactions contemplated by the Transaction Documents. (c) No Indemnified Party shall have any liability (whether direct or indirect, in contract, tort or otherwise) to any Borrower or its Subsidiaries, or any shareholders or creditors of the foregoing for or in connection with transactions contemplated hereby, except to the extent such liability is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct. In no event, however, shall any Indemnified Party be liable on any theory of liability for any special, indirect, consequential or punitive damages (including any loss of profits, business or anticipated savings). (d) If any payment of principal of, or Conversion of, any Eurodollar Rate Advance is made by any Borrower to or for the account of a Lender other than on the last day of the Interest Period for such Advancea Loan, as a result of a payment or Conversion pursuant to Section 2.07, 2.10(e2.05 or 2.08(d), 2.13 or 2.15, acceleration of the maturity of the outstanding Borrowings Loans pursuant to Section 6.01 or for any other reason (in reason, or if the case of Borrowers fail to make any such payment or Conversion)prepayment of a Loan for which a notice of prepayment has been given or that is otherwise required to be made, such Borrower shallwhether pursuant to Section 2.03 or 6.01 or otherwise, promptly the Borrowers, jointly and severally, agree, upon demand by such Lender (with a copy of such demand to the Administrative Agent), to pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses that it may reasonably incur as a result of such payment or Conversionsuch failure to pay or prepay, includingas the case may be, without limitation, including any loss (other than including loss of Applicable Marginanticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such AdvanceLoan. (de) If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it under any Loan Document, including fees and expenses of counsel and indemnities, such amount may be paid on behalf of such Loan Party by the Administrative Agent or any Lender, in its sole discretion, exercised reasonably. (f) Without prejudice to the survival of any other agreement of the Borrowers hereunderany Loan Party hereunder or under any other Loan Document, the respective agreements and obligations of the Borrowers contained in Sections 2.14, 2.17 2.08 and 2.10 and this Section 8.04 shall survive the payment in full of principal, interest and all other amounts payable hereunder. (e) Each Borrower agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to such Borrower or its respective security holders or creditors related to or arising out of or in connection with this Agreement, the Extensions of Credit or the use or proposed use of the proceeds thereof, hereunder and under any of the transactions contemplated by any of the foregoing or in the loan documentation and the performance by an Indemnified Party by any of the foregoing except to the extent that any loss, claim, damage, liability or expense is found in a judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconductother Loan Documents. (f) In the event that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against any Borrower or any of its Affiliates in which such Indemnified Party is not named as a defendant, such Borrower agrees to reimburse such Indemnified Party for all reasonable expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, including, without limitation, the fees and disbursements of its legal counsel.

Costs and Expenses. (a) AEP The Borrower agrees to pay promptly upon on demand (i) all reasonable out-of-pocket costs and expenses of the Administrative each Agent in connection with the preparation, execution, delivery, administration, modification and amendment of this Agreement and of, or any consent or waiver under, the other documents to be delivered hereunder, Loan Documents (including, without limitation, (iA) all due diligence, syndication (including printingcollateral review, distribution and bank meetings)arrangement, syndication, transportation, computer, duplication, appraisal, audit, insurance, consultant, search, filing and audit recording fees and expenses and (B) the reasonable fees and expenses of counsel for each Agent with respect thereto, with respect to advising such Agent as to its rights and responsibilities, or the perfection, protection, interpretation or preservation of rights or interests, under the Loan Documents, with respect to negotiations with any Loan Party or with other creditors of any Loan Party or any of its Subsidiaries arising out of any Default or any events or circumstances that may give rise to a Default and with respect to presenting claims in or otherwise participating in or monitoring any bankruptcy, insolvency or other similar proceeding involving creditors' rights generally and any proceeding ancillary thereto) and (ii) all costs and expenses of each Agent and each Lender Party in connection with the enforcement of the Loan Documents, whether in any action, suit or litigation, or any bankruptcy, insolvency or other similar proceeding affecting creditors' rights generally (including, without limitation, the reasonable fees and expenses of counsel for the Administrative Agent and each Lender Party with respect thereto and with respect to advising the Administrative Agent as to its rights and responsibilities under this Agreementthereto). AEP The Borrower further agrees to pay promptly upon demand all costs and expenses of the Administrative Agent and the Lenders, if any (including, without limitation, counsel fees and expenses), stamp or other taxes that may be payable in connection with the enforcement execution or delivery of any Loan Document. (whether through negotiationsb) The Borrower agrees to indemnify, legal proceedings or otherwisedefend and save and hold harmless each Agent, each Lender Party and each of their Affiliates and their respective officers, directors, employees, agents and advisors (each, an "INDEMNIFIED PARTY") of this Agreement from and the other documents to be delivered hereunderagainst, and shall pay on demand, any and all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable fees and expenses of counsel for the Administrative Agent and the Lenders in connection with the enforcement of rights under this Section 8.04(a). (bcounsel) AEP agrees to indemnify and hold harmless each Lender, the Administrative Agent, the Swingline Bank, the LC Issuing Banks and each of their respective Affiliates and their officers, directors, controlling persons, employees, agents and advisors (each, an “that may be incurred by or asserted or awarded against any Indemnified Party”) from and against any and all claims, damages, losses and liabilities, joint or several, to which any such Indemnified Party may become subject, in each case arising out of or in connection with or relating to by reason of (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) (i) this Agreementthe Facilities, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions Advances or the Letters of Credit Credit, the Loan Documents or any of the transactions contemplated thereby, including, without limitation, any acquisition or proposed acquisition (including, without limitation, the Acquisition) by the Borrower or any of its Subsidiaries or Affiliates of all or any portion of the Equity Interests in or Debt securities or substantially all of the assets of the Company or any of its Subsidiaries or (ii) the actual or alleged presence of Hazardous Materials on any property of any Borrower Loan Party or any of its Subsidiaries or any Environmental Action relating in any way to any Borrower Loan Party or any of its Subsidiaries, and to reimburse any Indemnified Party for any and all reasonable expenses (including, without limitation, reasonable fees and expenses of counsel) as they are incurred in connection with the investigation of or preparation for or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party and whether or not such claim, action or proceeding is initiated or brought by or on behalf of such Borrower or any of its Affiliates and whether or not any of the transactions contemplated hereby are consummated or this Agreement is terminated, except to the extent such claim, damage, loss, liability or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s 's gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 8.04(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any BorrowerLoan Party, its directors, shareholders or creditors or an Indemnified Party or any other Person Person, whether or not any Indemnified Party is otherwise a party thereto and whether or not the Acquisition or the transactions contemplated hereby are consummated. Each The Borrower also agrees not to assert any claim against the Administrative any Agent, any Lender, Lender Party or any of their respective Affiliates, or any of their respective officers, directors, officers, employees, attorneys agents and agentsadvisors, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to this Agreementthe Facilities, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions Advances or the Letters of Credit, the Loan Documents or any of the transactions contemplated by the Loan Documents. (c) If any payment of principal of, or Conversion of, any Eurodollar Rate Advance is made by any the Borrower to or for the account of a Lender Party other than on the last day of the Interest Period for such Advance, as a result of a payment or Conversion pursuant to Section 2.072.06, 2.10(e2.09(b)(i) or 2.10(d), 2.13 or 2.15, acceleration of the maturity of the outstanding Borrowings Notes pursuant to Section 6.01 or for any other reason (in reason, or by an Eligible Assignee to a Lender Party other than on the case last day of the Interest Period for such Advance upon an assignment of rights and obligations under this Agreement pursuant to Section 8.07 as a result of a demand by the Borrower pursuant to Section 8.07(a), or if the Borrower fails to make any such payment or Conversion)prepayment of an Advance for which a notice of prepayment has been given or that is otherwise required to be made, such whether pursuant to Section 2.04, 2.06 or 6.01 or otherwise, the Borrower shall, promptly upon demand by such Lender Party (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender Party any amounts required to compensate such Lender Party for any additional losses, costs or expenses that it may reasonably incur as a result of such payment or ConversionConversion or such failure to pay or prepay, as the case may be, including, without limitation, any loss (other than including loss of Applicable Marginanticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender Party to fund or maintain such Advance. (d) If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it under any Loan Document, including, without limitation, fees and expenses of counsel and indemnities, such amount may be paid on behalf of such Loan Party by the Administrative Agent or any Lender Party, in its sole discretion. (e) Without prejudice to the survival of any other agreement of the Borrowers hereunderany Loan Party hereunder or under any other Loan Document, the respective agreements and obligations of the Borrowers Borrower contained in Sections 2.14, 2.17 2.10 and 2.12 and this Section 8.04 shall survive the payment in full of principal, interest and all other amounts payable hereunder. (e) Each Borrower agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to such Borrower or its respective security holders or creditors related to or arising out of or in connection with this Agreement, the Extensions of Credit or the use or proposed use of the proceeds thereof, hereunder and under any of the transactions contemplated by any of the foregoing or in the loan documentation and the performance by an Indemnified Party by any of the foregoing except to the extent that any loss, claim, damage, liability or expense is found in a judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconductother Loan Documents. (f) In the event that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against any Borrower or any of its Affiliates in which such Indemnified Party is not named as a defendant, such Borrower agrees to reimburse such Indemnified Party for all reasonable expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, including, without limitation, the fees and disbursements of its legal counsel.

Costs and Expenses. (a) AEP The Borrower agrees to pay promptly upon on demand all reasonable out-of-pocket costs and expenses of the Administrative Agent (supported by invoices) in connection with the preparation, execution, delivery, administration, modification and amendment of this Agreement Agreement, the Notes and the other documents to be delivered hereunder, including, without limitation, (iA) all reasonable due diligence, syndication (including printing, distribution and bank meetings), transportation, computer, duplication, appraisal, consultant, transportation and audit duplication expenses and (iiB) the reasonable fees and expenses of counsel for the Administrative Agent with respect thereto and with respect to advising the Administrative Agent as to its rights and responsibilities under this Agreement. AEP The Borrower further agrees to pay promptly upon on demand all costs and expenses (supported by invoices) of the Administrative Agent and the Lenders, if any (including, without limitation, reasonable counsel fees and expenses), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement Agreement, the Notes and the other documents to be delivered hereunder, including, without limitation, reasonable fees and expenses of counsel for the Administrative Agent and the Lenders each Lender in connection with the enforcement of rights under this Section 8.04(a). (b) AEP The Borrower agrees to indemnify and hold harmless the Agent and each Lender, the Administrative Agent, the Swingline Bank, the LC Issuing Banks Lender and each of their respective Affiliates and their officers, directors, controlling persons, employees, agents and advisors (each, an “Indemnified Party”) from and against any and all claims, damages, losses losses, liabilities and liabilitiesexpenses (including, joint without limitation, reasonable fees and expenses of counsel) incurred by or several, to which asserted or awarded against any such Indemnified Party may become subjectParty, in each case arising out of or in connection with or relating to by reason of (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) (i) the Notes, this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions of Credit Advances or (ii) the actual or alleged presence of Hazardous Materials on any property of any the Borrower or any of its Subsidiaries or any Environmental Action Liability relating in any way to any the Borrower or any of its Subsidiaries, and to reimburse any Indemnified Party for any and all reasonable expenses (including, without limitation, reasonable fees and expenses of counsel) as they are incurred in connection with the investigation of or preparation for or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party and whether or not such claim, action or proceeding is initiated or brought by or on behalf of such Borrower or any of its Affiliates and whether or not any of the transactions contemplated hereby are consummated or this Agreement is terminated, each case except to the extent such claim, damage, loss, liability or expense is found in a judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 8.04(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any the Borrower, its directors, shareholders equity holders or creditors or an Indemnified Party or any other Person Person, whether or not any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. Each Borrower agrees not to assert any claim against the Administrative Agent, any Lender, any of their respective Affiliates, or any of their respective directors, officers, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions of Credit. (c) If any payment of principal of, or Conversion of, any Eurodollar Rate SOFR Advance is made by any the Borrower to or for the account of a Lender other than on the last day of the Interest Period for such Advance, as a result of a payment or Conversion pursuant to Section 2.07, 2.10(e2.08(d) or (e), 2.13 2.10 or 2.152.12, acceleration of the maturity of the outstanding Borrowings Notes pursuant to Section 6.01 or for any other reason (in reason, or by an Eligible Assignee to a Lender other than on the case last day of the Interest Period for such Advance upon an assignment of rights and obligations under this Agreement pursuant to Section 8.07 as a result of a demand by the Borrower pursuant to Section 2.21, or if any Borrowing of, Conversion into or continuation of any such payment SOFR Advance is not effected after the Borrower has given notice thereof (solely to the extent the failure to take effect was caused by the Borrower or Conversiona failure to satisfy the applicable conditions in Section 3.02), such the Borrower shall, promptly upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses that it may reasonably incur as a result of such payment or Conversion, or as a result of any such Borrowing, Conversion or continuation not being effected (solely to the extent the failure to take effect was caused by the Borrower or a failure to satisfy the applicable conditions in Section 3.02), including, without limitation, any loss (other than excluding loss of anticipated profits (including the Applicable Margin)), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (d) The Borrower agrees not to assert any claim for special, indirect, consequential or punitive damages against the Agent, any Lender, any of their Affiliates, or any of their respective directors, officers, employees, attorneys and agents, and the Lenders and the Agent agree not to assert any such claim against the Borrower, on any theory of liability, arising out of or otherwise relating to the Notes, this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Advances. (e) Without prejudice to the survival of any other agreement of the Borrowers Borrower hereunder, the respective agreements and obligations of the Borrowers Borrower contained in Sections 2.142.11, 2.17 2.14 and 8.04 shall survive the payment in full of principal, interest and all other amounts payable hereunderhereunder and under the Notes. (e) Each Borrower agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to such Borrower or its respective security holders or creditors related to or arising out of or in connection with this Agreement, the Extensions of Credit or the use or proposed use of the proceeds thereof, any of the transactions contemplated by any of the foregoing or in the loan documentation and the performance by an Indemnified Party by any of the foregoing except to the extent that any loss, claim, damage, liability or expense is found in a judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct. (f) In the event that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against any Borrower or any of its Affiliates in which such Indemnified Party is not named as a defendant, such Borrower agrees to reimburse such Indemnified Party for all reasonable expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, including, without limitation, the fees and disbursements of its legal counsel.

Costs and Expenses. (a) AEP Each Loan Party agrees to pay promptly upon after demand (i) all reasonable reasonable, documented and out-of-pocket costs and expenses of each Agent and the Administrative Agent Lead Arranger in connection with the preparation, execution, delivery, administration, modification and amendment of, or any consent or waiver (regardless of this Agreement and whether such modification, amendment, consent or waiver is consummated) under, the other documents to be delivered hereunder, Loan Documents (including, without limitation, (iA) all due diligence, collateral review, syndication (including printing, distribution and bank meetings), transportation, computer, duplication, appraisal, audit, insurance, consultant, search, filing and audit recording fees and expenses, (B) the Administrative Agent’s customary fees and charges imposed or incurred in connection with any background checks or OFAC/PEP searches related to any Loan Party or its Subsidiaries, (C) the Administrative Agent’s customary fees and charges (as adjusted from time to time) with respect to the disbursement of funds (or the receipt of funds) to or for the account of the Borrower (whether by wire transfer or otherwise), together with any out-of-pocket costs and expenses incurred in connection therewith, (D) customary charges imposed or incurred by the Administrative Agent resulting from the dishonor of checks payable by or to any Loan Party, (E) in connection with the “work-out” or restructuring of the obligations and (iiF) the reasonable fees and expenses of one counsel for (together with one local or foreign counsel in each relevant jurisdiction) representing both the Administrative Agent and the Lead Arranger with respect thereto and thereto, with respect to advising the Administrative such Agent as to its rights and responsibilities responsibilities, or the perfection, protection or preservation of rights or interests, under this Agreement. AEP further agrees the Loan Documents, with respect to pay promptly upon demand negotiations with any Loan Party or with other creditors of any Loan Party or any of its Subsidiaries arising out of any Event of Default or any events or circumstances that may give rise to an Event of Default and with respect to presenting claims in or otherwise participating in or monitoring any bankruptcy, insolvency or other similar proceeding involving creditors’ rights generally and any proceeding ancillary thereto and (ii) all reasonable, documented and out-of-pocket costs and expenses of the Administrative Agent Agent, the Lead Arranger and each Lender Party in connection with the Lendersenforcement of the Loan Documents, if whether in any action, suit or litigation, or any bankruptcy, insolvency or other similar proceeding affecting creditors’ rights generally (including, without limitation, counsel fees and expenses), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the other documents to be delivered hereunder, including, without limitation, reasonable fees and expenses of one counsel (in addition to a single special counsel and up to one local counsel in each applicable local jurisdiction) for the Administrative Agent and each Lender Party with respect thereto (and any additional counsel due to the Lenders in connection with the enforcement existence of rights under this Section 8.04(aan actual or potential conflict of interest). (b) AEP Each Loan Party agrees to indemnify indemnify, defend and save and hold harmless each Lender, the Administrative Agent, the Swingline BankLead Arranger, the LC Issuing Banks each Lender Party and each of their respective Affiliates and their respective officers, directors, controlling persons, employees, agents and advisors (each, an “Indemnified Party”) from and against against, and shall pay on demand, any and all claims, damages, losses losses, liabilities and liabilitiesexpenses (including, joint without limitation, reasonable fees and expenses of counsel) that may be incurred by or several, to which asserted or awarded against any such Indemnified Party may become subjectParty, in each case arising out of or in connection with or relating to by reason of (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) (i) this Agreementthe Facilities, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions Advances, the Loan Documents or any of Credit the transactions contemplated thereby or (ii) the actual or alleged presence of Hazardous Materials on any property of any Borrower Loan Party or any of its Restricted Subsidiaries or any Environmental Action relating in any way to any Borrower Loan Party or any of its Restricted Subsidiaries, and to reimburse any Indemnified Party for any and all reasonable expenses (including, without limitation, reasonable fees and expenses of counsel) as they are incurred in connection with the investigation of or preparation for or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party and whether or not such claim, action or proceeding is initiated or brought by or on behalf of such Borrower or any of its Affiliates and whether or not any of the transactions contemplated hereby are consummated or this Agreement is terminated, except to the extent such claim, damage, loss, liability or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence negligence, bad faith or willful misconductmisconduct or that of its affiliates, directors, officers, employees, advisors or agents or any material violation by any such Indemnified Party of the Loan Documents; provided that the Loan Parties shall not be required to reimburse the legal fees and expenses of more than one outside counsel (in addition to a single special counsel and up to one local counsel in each applicable local jurisdiction) for all Indemnified Parties (which shall be selected by the Administrative Agent) unless, in the reasonable opinion of the Administrative Agent, representation of all such Indemnified Parties would be inappropriate due to existence of an actual or potential conflict of interest. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 8.04(b9.04(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any BorrowerLoan Party, its directors, shareholders or creditors or an creditors, any Indemnified Party or any other Person Person, whether or not any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummatedthereto. Each Borrower Loan Party also agrees not to assert any claim against the Administrative Agent, any Lender, Lender Party or any of their respective Affiliates, or any of their respective officers, directors, officers, employees, attorneys agents and agentsadvisors, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to this Agreementthe Facilities, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions Advances, the Loan Documents or any of Creditthe transactions contemplated by the Loan Documents. (c) If any payment of principal of, or Conversion of, any Eurodollar Rate SOFR Advance is made by any the Borrower to or for the account of a Lender Party other than on the last day of the Interest Period for such Advance, as a result of a payment or Conversion pursuant to Section 2.072.06, 2.10(e2.09(a)(i) or 2.10(d), 2.13 or 2.15, acceleration of the maturity of the outstanding Borrowings Advances pursuant to Section 6.01 or for any other reason (in reason, or if the case of Borrower fails to make any such payment or Conversion)prepayment of a SOFR Advance for which a notice of prepayment has been given or that is otherwise required to be made, such whether pursuant to Section 2.04, 2.06 or 6.01 or otherwise, the Borrower shall, promptly upon demand by such Lender Party (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender Party any amounts required to compensate such Lender Party for any additional losses, costs or expenses that it may reasonably incur as a result of such payment or ConversionConversion or such failure to pay or prepay, as the case may be, including, without limitation, any loss (other than excluding loss of Applicable Marginanticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender Party to fund or maintain such Advance. (d) If any Loan Party fails to pay when due any undisputed costs, expenses or other amounts payable by it under any Loan Document, including, without limitation, fees and expenses of counsel and indemnities, such amount may be paid on behalf of such Loan Party by the Administrative Agent or any Lender Party, in its sole discretion. (e) Without prejudice to the survival of any other agreement of the Borrowers hereunderany Loan Party hereunder or under any other Loan Document, the respective agreements and obligations of the Borrowers Loan Parties contained in Sections 2.14, 2.17 2.10 and 8.04 2.12 and this Section 9.04 shall survive the payment in full of principal, interest and all other amounts payable hereunder. (e) Each Borrower agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to such Borrower or its respective security holders or creditors related to or arising out of or in connection with this Agreement, the Extensions of Credit or the use or proposed use of the proceeds thereof, hereunder and under any of the transactions contemplated by any of the foregoing or in the loan documentation and the performance by an Indemnified Party by any of the foregoing except to the extent that any loss, claim, damage, liability or expense is found in a judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconductother Loan Documents. (f) In the event that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against any Borrower or any of its Affiliates in which such Indemnified Party is not named as a defendant, such Borrower agrees to reimburse such Indemnified Party for all reasonable expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, including, without limitation, the fees and disbursements of its legal counsel.

Costs and Expenses. (a) AEP The Company agrees to pay promptly upon on demand all reasonable out-of-pocket the costs and expenses of the Administrative Agent in connection with the negotiation, preparation, execution, delivery, administration, modification execution and amendment delivery of this Agreement Agreement, the other Loan Documents and the other instruments and documents to be delivered hereunder, including, without limitation, (i) all due diligence, syndication (including printing, distribution and bank meetings), transportation, computer, duplication, appraisal, consultanthereunder or thereunder, and audit expenses in connection with the transactions contemplated hereby or thereby, and (ii) in connection with any consents hereunder or waivers or amendments hereto or thereto, including the reasonable fees and expenses of counsel Messrs. Chapxxx xxx Cutlxx, xxunsel for the Administrative Agent with respect thereto and Agent, with respect to advising the Administrative Agent as to its rights and responsibilities under this Agreement. AEP further agrees to pay promptly upon demand all costs and expenses of the Administrative Agent and the Lenders, if any foregoing (including, without limitation, counsel fees and expenses), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the other documents to be delivered hereunder, including, without limitation, reasonable fees and expenses of counsel for the Administrative Agent and the Lenders in connection with the enforcement of rights under this Section 8.04(a). (b) AEP agrees to indemnify and hold harmless each Lender, the Administrative Agent, the Swingline Bank, the LC Issuing Banks and each of their respective Affiliates and their officers, directors, controlling persons, employees, agents and advisors (each, an “Indemnified Party”) from and against any and all claims, damages, losses and liabilities, joint or several, to which any such Indemnified Party may become subject, in each case arising out of or in connection with or relating to (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) (i) this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions of Credit or (ii) the actual or alleged presence of Hazardous Materials on any property of any Borrower or any of its Subsidiaries or any Environmental Action relating in any way to any Borrower or any of its Subsidiaries, and to reimburse any Indemnified Party for any and all reasonable expenses (including, without limitation, reasonable fees and expenses of counsel) as they are incurred in connection with the investigation of or preparation for or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party and whether or not such claim, action or proceeding is initiated or brought by or on behalf of such Borrower or any of its Affiliates and whether or not any of the transactions contemplated hereby are consummated or this Agreement is terminated, except to the extent such claim, damage, loss, liability or expense is found in a judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 8.04(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated; provided, however, in no event shall the Company's obligation to reimburse the Agent for such fees (exclusive of such counsel's expenses and disbursements) in connection with the negotiation, preparation, execution and delivery of this Agreement and the other Loan Documents to be delivered as a condition precedent to initial funding of the credit contemplated hereby exceed $20,000. Each Borrower The Company further agrees not to assert pay to Agent and the Lenders and any claim other holders of the Obligations all costs and expenses (including court costs, the allocated costs of inhouse counsel and outside attorneys' fees), if any, incurred or paid by the Agent, the Lenders or any other holders of the Obligations in connection with any Default or Event of Default or in connection with the enforcement of this Agreement or any of the other Loan Documents or any other instrument or document delivered hereunder or thereunder. The Company further agrees to indemnify and save the Lenders, the Agent and any security trustee for the Lenders harmless from any and all liabilities, losses, costs and expenses incurred by the Lenders or the Agent in connection with any action, suit or proceeding brought against the Administrative Agent, any Lender, any of their respective Affiliates, or any of their respective directors, officers, employees, attorneys and agents, on security trustee or any theory of liability, Lender by any Person (but excluding attorneys' fees for special, indirect, consequential or punitive damages arising litigation solely between the Lenders to which the Company is not a party) which arises out of or otherwise relating to this Agreement, any of the transactions contemplated herein or financed hereby or out of any action or inaction by the actual or proposed use of the proceeds of the Extensions of Credit. (c) If any payment of principal of, or Conversion ofAgent, any Eurodollar Rate Advance is made by security trustee or any Borrower to Lender hereunder or for the account of a Lender other than on the last day of the Interest Period thereunder, except for such Advance, thereof as a result of a payment or Conversion pursuant to Section 2.07, 2.10(e), 2.13 or 2.15, acceleration of is caused by the maturity of the outstanding Borrowings pursuant to Section 6.01 or for any other reason (in the case of any such payment or Conversion), such Borrower shall, promptly upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses that it may reasonably incur as a result of such payment or Conversion, including, without limitation, any loss (other than loss of Applicable Margin), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (d) Without prejudice to the survival of any other agreement of the Borrowers hereunder, the respective agreements and obligations of the Borrowers contained in Sections 2.14, 2.17 and 8.04 shall survive the payment in full of principal, interest and all other amounts payable hereunder. (e) Each Borrower agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to such Borrower or its respective security holders or creditors related to or arising out of or in connection with this Agreement, the Extensions of Credit or the use or proposed use of the proceeds thereof, any of the transactions contemplated by any of the foregoing or in the loan documentation and the performance by an Indemnified Party by any of the foregoing except to the extent that any loss, claim, damage, liability or expense is found in a judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconductmisconduct of the party seeking to be indemnified. The provisions of this Section and the protective provisions of Section 2 hereof shall survive payment of the Obligations. (f) In the event that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against any Borrower or any of its Affiliates in which such Indemnified Party is not named as a defendant, such Borrower agrees to reimburse such Indemnified Party for all reasonable expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, including, without limitation, the fees and disbursements of its legal counsel.

Costs and Expenses. (a) AEP The Borrower agrees to pay promptly upon demand to pay, or reimburse the Lender for, all of the Lender's reasonable internal and external audit, legal, filing, document duplication and reproduction and investigation expenses and for all other reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, execution, delivery, administration, modification every type and amendment of this Agreement and the other documents to be delivered hereunder, including, without limitation, (i) all due diligence, syndication (including printing, distribution and bank meetings), transportation, computer, duplication, appraisal, consultant, and audit expenses and (ii) the reasonable fees and expenses of counsel for the Administrative Agent with respect thereto and with respect to advising the Administrative Agent as to its rights and responsibilities under this Agreement. AEP further agrees to pay promptly upon demand all costs and expenses of the Administrative Agent and the Lenders, if any nature (including, without limitation, counsel fees the reasonable fees, expenses and expenses)disbursements of the Lender's counsel, Weil, Gotshal & Mangxx XXX, local legal counsel, auditors, accountants, appraisers, printers, insurance and environmental advisers, and other consultants and agents) incurred by the Lender in connection with (i) the enforcement (whether through negotiationspreparation, legal proceedings or otherwise) negotiation, execution and interpretation of this Agreement and the other documents to be delivered hereunder, including, without limitation, reasonable fees and expenses of counsel for the Administrative Agent and the Lenders in connection with the enforcement of rights under this Section 8.04(a). (b) AEP agrees to indemnify and hold harmless each Lender, the Administrative Agent, the Swingline Bank, the LC Issuing Banks and each of their respective Affiliates and their officers, directors, controlling persons, employees, agents and advisors (each, an “Indemnified Party”) from and against any and all claims, damages, losses and liabilities, joint or several, to which any such Indemnified Party may become subject, in each case arising out of or in connection with or relating to (including, without limitation, in connection with any investigation, litigation the satisfaction or proceeding or preparation attempted satisfaction of a defense in connection therewith) (i) this Agreement, any of the transactions contemplated herein conditions set forth in Article III), the Loan Documents, and any proposal letter or commitment letter issued in connection therewith and the actual or proposed use making of the proceeds of the Extensions of Credit or Term Loans hereunder; (ii) the actual ongoing administration of this Agreement and the Term Loans and with respect to the Lender's rights and responsibilities hereunder and under the other Loan Documents; (iii) the protection, collection or alleged presence of Hazardous Materials on any property enforcement of any Borrower of the Obligations or the enforcement of any of its Subsidiaries the Loan Documents; (iv) the commencement, defense or intervention in any Environmental Action court proceeding relating in any way to any Borrower the Obligations, this Agreement or any of its Subsidiariesthe other Loan Documents; (v) the response to, and preparation for, any subpoena or request for document production with which the Lender is served or deposition or other proceeding in which the Lender is called to reimburse testify, in each case, relating in any Indemnified Party for way to the Obligations, this Agreement or any of the other Loan Documents; (vi) any amendments, consents, waivers, assignments, restatements, or supplements to any of the Loan Documents and all reasonable expenses the preparation, negotiation, and execution of the same; (including, without limitation, reasonable fees and expenses of counselvii) as they are incurred in connection with any refinancing or restructuring of the investigation credit arrangements provided hereunder in the nature of a "work-out" or preparation for in any insolvency or defense of bankruptcy proceeding; and (viii) in taking any pending other action in or threatened claim or with respect to any action suit or proceeding arising therefrom, whether or not such Indemnified Party is a party and whether or not such claim, action or proceeding is initiated or brought by or on behalf of such Borrower or any of its Affiliates and whether or not any of the transactions contemplated hereby are consummated or this Agreement is terminated, except to the extent such claim, damage, loss, liability or expense is found in a judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 8.04(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. Each Borrower agrees not to assert any claim against the Administrative Agent, any Lender, any of their respective Affiliates, or any of their respective directors, officers, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions of Credit. (c) If any payment of principal of, or Conversion of, any Eurodollar Rate Advance is made by any Borrower to or for the account of a Lender other than on the last day of the Interest Period for such Advance, as a result of a payment or Conversion pursuant to Section 2.07, 2.10(e), 2.13 or 2.15, acceleration of the maturity of the outstanding Borrowings pursuant to Section 6.01 or for any other reason (in the case of any such payment or Conversion), such Borrower shall, promptly upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses that it may reasonably incur as a result of such payment or Conversion, including, without limitation, any loss (other than loss of Applicable Margin), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (d) Without prejudice to the survival of any other agreement of the Borrowers hereunder, the respective agreements and obligations of the Borrowers contained in Sections 2.14, 2.17 and 8.04 shall survive the payment in full of principal, interest and all other amounts payable hereunder. (e) Each Borrower agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort bankruptcy or otherwise) to such Borrower or its respective security holders or creditors related to or arising out of or in connection with this Agreement, the Extensions of Credit or the use or proposed use of the proceeds thereof, any of the transactions contemplated by any of the foregoing or in the loan documentation and the performance by an Indemnified Party by any of the foregoing except to the extent that any loss, claim, damage, liability or expense is found in a judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconductdescribed above. (f) In the event that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against any Borrower or any of its Affiliates in which such Indemnified Party is not named as a defendant, such Borrower agrees to reimburse such Indemnified Party for all reasonable expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, including, without limitation, the fees and disbursements of its legal counsel.

Costs and Expenses. (a) AEP agrees The Borrowers, jointly and severally, agree to pay promptly upon on demand (i) all reasonable out-of-out of pocket costs and expenses of the Administrative Agent and the Collateral Monitoring Agent in connection with the preparation, execution, delivery, administration, modification and amendment of this Agreement and of, or any consent or waiver under, the other documents to be delivered hereunder, including, without limitation, Loan Documents (iincluding (A) all due diligence, collateral review, syndication (including printing, distribution and bank meetings), transportation, computer, duplication, messenger, appraisal, audit, insurance, consultant, search, filing and audit recording fees and expenses and (B) the reasonable fees and expenses of one set (including one main law firm and such additional special or local counsel as may be reasonably required) counsel for each Agent with respect thereto, with respect to advising such Agent as to its rights and responsibilities, or the perfection, protection or preservation of rights or interests, under the Loan Documents, with respect to negotiations with any Loan Party or with other creditors of any Loan Party or any of its Subsidiaries arising out of any Event of Default or any events or circumstances that may give rise to an Event of Default and with respect to presenting claims in or otherwise participating in or monitoring any bankruptcy, insolvency or other similar proceeding involving creditors’ rights generally and any proceeding ancillary thereto) and (ii) all out of pocket costs and expenses of each Agent and each Lender Party in connection with the enforcement of the Loan Documents, whether in any action, suit or litigation, or any bankruptcy, insolvency or other similar proceeding affecting creditors’ rights generally (including the reasonable fees and expenses of counsel for the Administrative Agent, the Collateral Monitoring Agent and each Lender Party with respect thereto and with respect to advising the Administrative Agent as to its rights and responsibilities under this Agreement. AEP further agrees to pay promptly upon demand all costs and expenses of the Administrative Agent and the Lenders, if any (including, without limitation, counsel fees and expenses), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the other documents to be delivered hereunder, including, without limitation, reasonable fees and expenses of counsel for the Administrative Agent and the Lenders in connection with the enforcement of rights under this Section 8.04(athereto). (b) AEP agrees The Borrowers, jointly and severally, agree to indemnify indemnify, defend and save and hold harmless each Lender, the Administrative Agent, the Swingline Bank, the LC Issuing Banks each Lender Party and each of their respective Affiliates and their respective officers, directors, controlling persons, employees, agents agents, advisors, attorneys and advisors representatives (each, an “Indemnified Party”) from and against against, and shall pay on demand, any and all claims, damages, losses losses, liabilities and liabilitiesexpenses (including fees and expenses of counsel), joint or several, to which that may be incurred by or asserted or awarded against any such Indemnified Party may become subjectParty, in each case arising out of or in connection with or relating to by reason of (including, without limitation, including in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) (i) this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions Advances or the Letters of Credit Credit, the Transaction Documents or (ii) the actual or alleged presence of Hazardous Materials on any property of any Borrower or any of its Subsidiaries or any Environmental Action relating in any way to any Borrower or any of its Subsidiaries, and to reimburse any Indemnified Party for any and all reasonable expenses (including, without limitation, reasonable fees and expenses of counsel) as they are incurred in connection with the investigation of or preparation for or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party and whether or not such claim, action or proceeding is initiated or brought by or on behalf of such Borrower or any of its Affiliates and whether or not any of the transactions contemplated hereby are consummated thereby, including any acquisition or this Agreement is terminatedproposed acquisition (including the transactions contemplated hereunder) by the Borrowers or any of their Subsidiaries or Affiliates of all or any portion of the Equity Interests in (c) No Indemnified Party shall have any liability (whether direct or indirect, in contract, tort or otherwise) to any Borrower or its Subsidiaries, or any shareholders or creditors of the foregoing for or in connection with transactions contemplated hereby, except to the extent such claim, damage, loss, liability or expense is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct. In the case of an investigationno event, litigation or other proceeding to which the indemnity in this Section 8.04(b) applieshowever, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. Each Borrower agrees not to assert any claim against the Administrative Agent, any Lender, any of their respective Affiliates, or any of their respective directors, officers, employees, attorneys and agents, be liable on any theory of liability, liability for any special, indirect, consequential or punitive damages arising out (including any loss of profits, business or otherwise relating to this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions of Creditanticipated savings). (cd) If any payment of principal of, or Conversion of, any Eurodollar Rate Advance is made by any Borrower the Borrowers to or for the account of a Lender Party other than on the last day of the Interest Period for such Advance, as a result of a payment or Conversion pursuant to Section 2.072.06, 2.10(e2.09(b)(i) or 2.10(d), 2.13 or 2.15, acceleration of the maturity of the outstanding Borrowings Notes pursuant to Section 6.01 or for any other reason (in reason, or if the case of Borrowers fail to make any such payment or Conversion)prepayment of an Advance for which a notice of prepayment has been given or that is otherwise required to be made, such Borrower shallwhether pursuant to Section 2.04, promptly 2.06 or 6.01 or otherwise, the Borrowers, jointly and severally, agree to, upon demand by such Lender Party (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender Party any amounts required to compensate such Lender Party for any additional losses, costs or expenses that it may reasonably incur as a result of such payment or ConversionConversion or such failure to pay or prepay, includingas the case may be, without limitation, including any loss (other than including loss of Applicable Marginanticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender Party to fund or maintain such Advance. (de) If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it under any Loan Document, including fees and expenses of counsel and indemnities, such amount may be paid on behalf of such Loan Party by the Administrative Agent or any Lender Party, in its sole discretion, exercised reasonably. (f) Without prejudice to the survival of any other agreement of the Borrowers hereunderany Loan Party hereunder or under any other Loan Document, the respective agreements and obligations of the Borrowers contained in Sections 2.14, 2.17 2.10 and 2.12 and this Section 8.04 shall survive the payment in full of principal, interest and all other amounts payable hereunder. (e) Each Borrower agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to such Borrower or its respective security holders or creditors related to or arising out of or in connection with this Agreement, the Extensions of Credit or the use or proposed use of the proceeds thereof, hereunder and under any of the transactions contemplated by any of the foregoing or in the loan documentation and the performance by an Indemnified Party by any of the foregoing except to the extent that any loss, claim, damage, liability or expense is found in a judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconductother Loan Documents. (f) In the event that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against any Borrower or any of its Affiliates in which such Indemnified Party is not named as a defendant, such Borrower agrees to reimburse such Indemnified Party for all reasonable expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, including, without limitation, the fees and disbursements of its legal counsel.

Costs and Expenses. (a) AEP The Borrower agrees to pay promptly upon demand all reasonable out-of-of- pocket costs and expenses of the Administrative Agent in connection with the preparation, execution, delivery, administration, modification and amendment of this Agreement and the other documents to be delivered hereunder, including, without limitation, (i) all due diligence, syndication (including printing, distribution and bank meetings), transportation, computer, duplication, appraisal, consultant, and audit expenses and (ii) the reasonable fees and expenses of counsel for the Administrative Agent with respect thereto and with respect to advising the Administrative Agent as to its their respective rights and responsibilities under this Agreement. AEP The Borrower further agrees to pay promptly upon demand all costs and expenses of the Administrative Agent and the Lenders, if any (including, without limitation, counsel fees and expenses), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the other documents to be delivered hereunder, including, without limitation, reasonable fees and expenses of counsel for the Administrative Agent and the Lenders in connection with the enforcement of rights under this Section 8.04(a). (b) AEP The Borrower agrees to indemnify and hold harmless each Lender, Lender and the Administrative Agent, the Swingline Bank, the LC Issuing Banks Agent and each of their respective Affiliates and their officers, directors, controlling persons, employees, agents and advisors Related Parties (each, an “Indemnified Party”) from and against any and all claims, damages, losses losses, liabilities and liabilitiespenalties, joint or several, to which any such Indemnified Party may become subject, in each case arising out of or in connection with or relating to (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) (i) this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions of Credit or (ii) the actual or alleged presence of Hazardous Materials on any property of any Borrower or any of its Subsidiaries or any Environmental Action relating in any way to any Borrower or any of its Subsidiaries, and to reimburse any Indemnified Party for any and all reasonable expenses (including, without limitation, reasonable fees and expenses of counsel) as they are incurred in connection with the investigation of or preparation for or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party and whether or not such claim, action or proceeding is initiated or brought by or on behalf of such Borrower or any of its Affiliates and whether or not any of the transactions contemplated hereby are consummated or this Agreement is terminated, except to the extent such claim, damage, loss, liability or expense is found in a judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 8.04(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. Each Borrower agrees not to assert any claim against the Administrative Agent, any Lender, any of their respective Affiliates, or any of their respective directors, officers, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions of Credit. (c) If any payment of principal of, or Conversion of, any Eurodollar Rate Advance is made by any Borrower to or for the account of a Lender other than on the last day of the Interest Period for such Advance, as a result of a payment or Conversion pursuant to Section 2.07, 2.10(e), 2.13 or 2.15, acceleration of the maturity of the outstanding Borrowings pursuant to Section 6.01 or for any other reason (in the case of any such payment or Conversion), such Borrower shall, promptly upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses that it may reasonably incur as a result of such payment or Conversion, including, without limitation, any loss (other than loss of Applicable Margin), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (d) Without prejudice to the survival of any other agreement of the Borrowers hereunder, the respective agreements and obligations of the Borrowers contained in Sections 2.14, 2.17 and 8.04 shall survive the payment in full of principal, interest and all other amounts payable hereunder. (e) Each Borrower agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to such Borrower or its respective security holders or creditors related to or arising out of or in connection with this Agreement, the Extensions of Credit or the use or proposed use of the proceeds thereof, any of the transactions contemplated by any of the foregoing or in the loan documentation and the performance by an Indemnified Party by any of the foregoing except to the extent that any loss, claim, damage, liability or expense is found in a judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct. (f) In the event that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against any Borrower or any of its Affiliates in which such Indemnified Party is not named as a defendant, such Borrower agrees to reimburse such Indemnified Party for all reasonable expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, including, without limitation, the fees and disbursements of its legal counsel.Advances

Costs and Expenses. (a) AEP agrees The Borrowers agree within 10 days of written demand to pay promptly upon demand pay, or reimburse the Administrative Agent for, all of the Administrative Agent’s reasonable internal and external audit, legal, appraisal, valuation, filing, document duplication and reproduction and investigation expenses and for all other reasonable out-of-pocket costs and expenses of every type and nature (including, without limitation, after receipt of invoice documentation, the reasonable fees, expenses and disbursements of the Administrative Agent’s external counsel, local legal counsel, auditors, accountants, appraisers, printers, insurance and environmental advisors, financial advisors and other consultants and agents) incurred by the Administrative Agent in connection with any of the following: (i) the Administrative Agent’s audit and investigation of the Administrative Borrower and its Subsidiaries in connection with the preparation, executionnegotiation or execution of any Loan Document, delivery, administration, modification and amendment of this Agreement and the other documents to be delivered hereunder, including, without limitation, (i) all due diligence, syndication (including printing, distribution and bank meetings), transportation, computer, duplication, appraisal, consultant, and audit expenses and (ii) the reasonable fees and expenses preparation, negotiation, execution or interpretation of counsel for the Administrative Agent with respect thereto and with respect to advising the Administrative Agent as to its rights and responsibilities under this Agreement. AEP further agrees to pay promptly upon demand all costs and expenses of the Administrative Agent and the Lenders, if any Agreement (including, without limitation, counsel fees and expensesthe satisfaction or attempted satisfaction of any conditions set forth in Article III), any Loan Document or any proposal letter or commitment letter issued in connection with therewith or the enforcement making of the Term Loans hereunder, (whether through negotiations, legal proceedings or otherwiseiii) the ongoing administration of this Agreement and the Term Loans, including consultation with attorneys in connection therewith and with respect to the Administrative Agent’s rights and responsibilities hereunder and under the other documents Loan Documents, (iv) the protection, collection or enforcement of any Obligation or the enforcement of any Loan Document, (v) the commencement, defense or intervention in any court proceeding relating in any way to be delivered hereunderthe Obligations, any Loan Party, any of the Administrative Borrower’s Subsidiaries, this Agreement or any other Loan Document, (vi) the response to, and preparation for, any subpoena or request for document production with which the Administrative Agent is served or deposition or other proceeding in which the Administrative Agent is called to testify, in each case relating in any way to the Obligations, any Loan Party, any of the Administrative Borrower’s Subsidiaries, this Agreement or any other Loan Documents or (vii) any amendment, consent, waiver, assignment, restatement, or supplement to any Loan Document or the preparation, negotiation, and execution of the same. (b) The Borrowers further agree to pay or reimburse the Administrative Agent and each of the Lenders within 10 days of written demand for all out-of-pocket costs and expenses, including, without limitation, reasonable attorneys’ fees (including allocated costs of internal counsel and expenses costs of counsel for settlement), incurred by the Administrative Agent and the Agent, such Lenders in connection with any of the enforcement following: (i) in enforcing any Loan Document or Obligation or any security therefor or exercising or enforcing any other right or remedy available by reason of rights under this Section 8.04(a). an Event of Default, (bii) AEP agrees to indemnify and hold harmless each Lender, the Administrative Agent, the Swingline Bank, the LC Issuing Banks and each of their respective Affiliates and their officers, directors, controlling persons, employees, agents and advisors (each, an “Indemnified Party”) from and against any and all claims, damages, losses and liabilities, joint or several, to which any such Indemnified Party may become subject, in each case arising out of or in connection with or relating to (including, without limitation, in connection with any investigationrefinancing or restructuring of the credit arrangements provided hereunder in the nature of a “work-out” or in any insolvency or bankruptcy proceeding, (iii) in commencing, defending or intervening in any litigation or in filing a petition, complaint, answer, motion or other pleadings in any legal proceeding or preparation of a defense in connection therewith) (i) this Agreementrelating to the Obligations, any Loan Party, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions of Credit or (ii) the actual or alleged presence of Hazardous Materials on any property of any Borrower or any of its Administrative Borrower’s Subsidiaries or any Environmental Action relating in any way to any Borrower or any of its Subsidiaries, and to reimburse any Indemnified Party for any and all reasonable expenses (including, without limitation, reasonable fees and expenses of counsel) as they are incurred in connection with the investigation of or preparation for or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party and whether or not such claim, action or proceeding is initiated or brought by or on behalf of such Borrower or any of its Affiliates and whether or not any of the transactions contemplated hereby are consummated or this Agreement is terminated, except to the extent such claim, damage, loss, liability or expense is found in a judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 8.04(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. Each Borrower agrees not to assert any claim against the Administrative Agent, any Lender, any of their respective Affiliates, or any of their respective directors, officers, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions of Credit. (c) If any payment of principal of, or Conversion of, any Eurodollar Rate Advance is made by any Borrower to or for the account of a Lender other than on the last day of the Interest Period for such Advance, as a result of a payment or Conversion pursuant to Section 2.07, 2.10(e), 2.13 or 2.15, acceleration of the maturity of the outstanding Borrowings pursuant to Section 6.01 or for any other reason (in the case of any such payment or Conversion), such Borrower shall, promptly upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses that it may reasonably incur as a result of such payment or Conversion, including, without limitation, any loss (other than loss of Applicable Margin), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (d) Without prejudice to the survival of any other agreement of the Borrowers hereunder, the respective agreements and obligations of the Borrowers contained in Sections 2.14, 2.17 and 8.04 shall survive the payment in full of principal, interest and all other amounts payable hereunder. (e) Each Borrower agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to such Borrower or its respective security holders or creditors related to or arising out of or in connection with this Agreement, the Extensions of Credit or the use or proposed use of the proceeds thereof, any of the transactions contemplated hereby or by any of the foregoing other Loan Document or (iv) in the loan documentation and the performance by an Indemnified Party by taking any of the foregoing except other action in or with respect to the extent that any losssuit or proceeding (bankruptcy or otherwise) described in clause (i), claim, damage, liability (ii) or expense is found in a judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct(iii) above. (f) In the event that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against any Borrower or any of its Affiliates in which such Indemnified Party is not named as a defendant, such Borrower agrees to reimburse such Indemnified Party for all reasonable expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, including, without limitation, the fees and disbursements of its legal counsel.

Costs and Expenses. (a) AEP agrees to pay promptly The Borrowers agree upon demand to pay, or reimburse each Agent for, all of the Administrative Agent's reasonable internal and external audit, legal, appraisal, valuation, filing, document duplication and reproduction and investigation expenses and for all other reasonable out-of-pocket costs and expenses of every type and nature (including the Administrative reasonable fees, expenses and disbursements of the Agents' counsel, Weil, Gotshal & Xxxxxx LLP, local legal counsel, auditors, accountants, appraisers, printers, insurance and environmental advisors, and other consultants and agents; provided that each Agent shall consult with the Company prior to engaging any such consultant, appraiser or auditor and; provided further that, absent extraordinary circumstances, no more than one primary outside counsel, one local counsel for each relevant jurisdiction in the reasonable discretion of the Agents and one consultant, appraiser or auditor shall be appointed to advise the Agents jointly) incurred by such Agent in connection with any of the following: (i) such Agents' audit and investigation of the Company and its Subsidiaries in connection with the preparation, executionnegotiation or execution of any Loan Document or such Agent's periodic audits of the Company or any of its Subsidiaries, deliveryas the case may be, administration, modification and amendment of this Agreement and the other documents to be delivered hereunder, including, without limitation, (i) all due diligence, syndication (including printing, distribution and bank meetings), transportation, computer, duplication, appraisal, consultant, and audit expenses and (ii) the reasonable fees and expenses preparation, negotiation, execution or interpretation of counsel for the Administrative Agent with respect thereto and with respect to advising the Administrative Agent as to its rights and responsibilities under this Agreement. AEP further agrees to pay promptly upon demand all costs and expenses of the Administrative Agent and the Lenders, if any Agreement (including, without limitation, counsel fees and expensesthe satisfaction or attempted satisfaction of any condition set forth in Article III (Conditions To Loans And Letters Of Credit)), any Loan Document or any proposal letter or commitment letter issued in connection with therewith, or the enforcement making of the Loans hereunder, (whether through negotiationsiii) the creation, legal proceedings perfection or otherwiseprotection of the Liens under any Loan Document (including any reasonable fees, disbursements and expenses for local counsel in various jurisdictions), (iv) the ongoing administration of this Agreement and the Loans, including consultation with attorneys in connection therewith and with respect to such Agent's rights and responsibilities hereunder and 122 under the other documents Loan Documents, (v) the protection, collection or enforcement of any Obligation or the enforcement of any Loan Document, (vi) the commencement, defense or intervention in any court proceeding relating in any way to be delivered hereunderthe Obligations, includingany Loan Party, without limitationany of the Borrower's Subsidiaries, reasonable fees the Transactions, the Related Documents, this Agreement or any other Loan Document, (vii) the response to, and expenses of counsel preparation for, any subpoena or request for document production with which the Administrative Agent is served or deposition or other proceeding in which the Administrative Agent is called to testify, in each case, relating in any way to the Obligations, any Loan Party, any of the Borrower's Subsidiaries, the Transactions, the Related Documents, this Agreement or any other Loan Document or (viii) any amendment, consent, waiver, assignment, restatement, or supplement to any Loan Document or the preparation, negotiation and execution of the Lenders in connection with the enforcement of rights under this Section 8.04(a)same. (b) AEP The Borrowers further agrees to indemnify pay or reimburse the Administrative Agent and hold harmless each Lenderof the Lenders and Issuers upon demand for all out-of-pocket costs and expenses, including reasonable attorneys' fees (including allocated costs of internal counsel and costs of settlement), incurred by the Administrative Agent, the Swingline Bank, the LC Issuing Banks and each of their respective Affiliates and their officers, directors, controlling persons, employees, agents and advisors (each, an “Indemnified Party”) from and against any and all claims, damages, losses and liabilities, joint such Lenders or several, to which any such Indemnified Party may become subject, in each case arising out of or in connection with or relating to (including, without limitation, Issuers in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) the following: (i) this Agreementin enforcing any Loan Document or Obligation or any security therefor or exercising or enforcing any other right or remedy available by reason of an Event of Default, (ii) in connection with any refinancing or restructuring of the credit arrangements provided hereunder in the nature of a "work-out" or in any insolvency or bankruptcy proceeding, (iii) in commencing, defending or intervening in any litigation or in filing a petition, complaint, answer, motion or other pleadings in any legal proceeding relating to the Obligations, any Loan Party, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions of Credit or (ii) the actual or alleged presence of Hazardous Materials on any property of any Borrower or any of its Borrower's Subsidiaries or any Environmental Action relating in any way to any Borrower or any of its Subsidiaries, and to reimburse any Indemnified Party for any and all reasonable expenses (including, without limitation, reasonable fees and expenses of counsel) as they are incurred in connection with the investigation of or preparation for or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party and whether or not such claim, action or proceeding is initiated or brought by or on behalf of such Borrower or any of its Affiliates and whether or not any of the transactions contemplated hereby are consummated or this Agreement is terminated, except to the extent such claim, damage, loss, liability or expense is found in a judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 8.04(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. Each Borrower agrees not to assert any claim against the Administrative Agent, any Lender, any of their respective Affiliates, or any of their respective directors, officers, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions of Credit. (c) If any payment of principal of, or Conversion of, any Eurodollar Rate Advance is made by any Borrower to or for the account of a Lender other than on the last day of the Interest Period for such Advance, as a result of a payment or Conversion pursuant to Section 2.07, 2.10(e), 2.13 or 2.15, acceleration of the maturity of the outstanding Borrowings pursuant to Section 6.01 or for any other reason (in the case of any such payment or Conversion), such Borrower shall, promptly upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses that it may reasonably incur as a result of such payment or Conversion, including, without limitation, any loss (other than loss of Applicable Margin), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (d) Without prejudice to the survival of any other agreement of the Borrowers hereunder, the respective agreements and obligations of the Borrowers contained in Sections 2.14, 2.17 and 8.04 shall survive the payment in full of principal, interest and all other amounts payable hereunder. (e) Each Borrower agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to such Borrower or its respective security holders or creditors related to or arising out of or in connection with this Agreement, the Extensions of Credit or the use or proposed use of the proceeds thereof, any of the transactions contemplated hereby or by any of the foregoing other Loan Document or Related Document or (iv) in the loan documentation and the performance by an Indemnified Party by taking any of the foregoing except other action in or with respect to the extent that any losssuit or proceeding (bankruptcy or otherwise) described in clause (i), claim, damage, liability (ii) or expense is found in a judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct(iii) above. (f) In the event that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against any Borrower or any of its Affiliates in which such Indemnified Party is not named as a defendant, such Borrower agrees to reimburse such Indemnified Party for all reasonable expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, including, without limitation, the fees and disbursements of its legal counsel.

Costs and Expenses. (a) AEP The Borrower agrees to pay promptly upon on demand (i) all reasonable out-of-pocket costs and expenses of the Administrative each Agent in connection with the preparation, execution, delivery, administration, modification and amendment of this Agreement of, or any consent or waiver under, the Loan Documents and the other documents to be delivered hereunder, including, without limitation, hereunder (iincluding (A) all due diligence, collateral review, syndication (including printing, distribution and bank meetings), transportation, computer, duplication, appraisal, audit, insurance, consultant, search, filing and audit recording fees and expenses, subject to prior approval for the Borrower (such approval not to be unreasonably withheld) for expenses in excess of U.S.$3,000 (or its equivalent in other currencies) in the aggregate and (B) the reasonable fees and expenses of counsel for each Agent with respect thereto and with respect to advising such Agent as to its rights and responsibilities, or the perfection, protection or preservation of rights or interests, under the Loan Documents, with respect to negotiations with any Loan Party or with other creditors of any Loan Party arising out of any Default or any events or circumstances that may give rise to a Default and with respect to presenting claims in or otherwise participating in or monitoring any bankruptcy, insolvency or other similar proceeding involving creditors’ rights generally and any proceeding ancillary thereto) and (ii) all costs and expenses of each Agent and each Lender in connection with the enforcement of the Loan Documents, whether in any action, suit or litigation, or any bankruptcy, insolvency or other similar proceeding affecting creditors’ rights generally (including the reasonable fees and expenses of counsel for the Administrative Agent and each Lender with respect thereto and with respect to advising the Administrative Agent as to its rights and responsibilities under this Agreement. AEP further agrees to pay promptly upon demand all costs and expenses of the Administrative Agent and the Lenders, if any (including, without limitation, counsel fees and expenses), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the other documents to be delivered hereunder, including, without limitation, reasonable fees and expenses of counsel for the Administrative Agent and the Lenders in connection with the enforcement of rights under this Section 8.04(athereto). (b) AEP The Borrower agrees to indemnify indemnify, defend and save and hold harmless each Lender, the Administrative Agent, the Swingline Bank, the LC Issuing Banks Agent and each Lender and each of their respective Affiliates and their shareholders, officers, directors, controlling persons, employees, agents and advisors (each, an “Indemnified Party”) from and against against, and shall pay, any and all claims, damages, losses losses, liabilities and liabilities, joint expenses (including reasonable fees and expenses of counsel) incurred by or several, to which asserted or awarded against any such Indemnified Party may become subjectParty, in each case arising out of or in connection with or relating to by reason of (including, without limitation, including in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) (i) the Notes, this Agreement, any other Loan Document, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions of Credit Advances or (ii) the actual or alleged presence of Hazardous Materials on any property of any Borrower Loan Party or any of its Subsidiaries or any Environmental Action relating in any way to any Borrower Loan Party or any of its Subsidiaries, and to reimburse any Indemnified Party for any and all reasonable expenses (including, without limitation, reasonable fees and expenses of counsel) as they are incurred in connection with the investigation of or preparation for or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party and whether or not such claim, action or proceeding is initiated or brought by or on behalf of such Borrower or any of its Affiliates and whether or not any of the transactions contemplated hereby are consummated or this Agreement is terminated, except to the extent such claim, damage, loss, liability or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 8.04(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any the Borrower, its directors, shareholders equityholders or creditors or an Indemnified Party or any other Person Person, whether or not any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. Each The Borrower also agrees not to assert any claim against the Administrative Agent, any Lender, any of their respective Affiliates, or any of their respective directors, officers, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages against any Indemnified Party on any theory of liability arising out of or otherwise relating to the Notes, this Agreement, any other Loan Document, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions of CreditAdvances. (c) If any payment of principal of, or Conversion of, of any Eurodollar Rate Advance is made by any the Borrower to or for the account of a Lender other than on the last day of the Interest Period for such Advance, as a result of a payment or Conversion pursuant to Section 2.072.08, 2.10(e), 2.13 2.09 or 2.152.10, acceleration of the maturity of the outstanding Borrowings Advances pursuant to Section 6.01 or for any other reason (in reason, or by an Eligible Assignee to a Lender other than on the case last day of the Interest Period for such Advance upon an assignment of rights and obligations under this Agreement pursuant to Section 8.07 as a result of a demand by the Borrower pursuant to Section 2.16, or if the Borrower fails to make any such payment or Conversion)prepayment of an Advance for which a notice of prepayment has been given or that is otherwise required to be made, such whether pursuant to Section 2.05, 2.08 or 6.01 or otherwise, the Borrower shall, promptly upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses that it may reasonably incur as a result of such payment or Conversionfailure to pay or prepay, including, without limitation, including any loss (other than excluding loss of Applicable Marginanticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (d) If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it under any Loan Document, including fees and expenses of counsel and indemnities, such amount may be paid on behalf of such Loan Party by the Administrative Agent or any Lender, in its sole discretion. (e) Without prejudice to the survival of any other agreement of the Borrowers hereunderBorrower hereunder or under any other Loan Document, the respective agreements and obligations of the Borrowers Borrower contained in Sections 2.142.09, 2.17 2.12 and 8.04 shall survive the payment in full of principal, interest and all other amounts payable hereunderhereunder and under any other Loan Document. (e) Each Borrower agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to such Borrower or its respective security holders or creditors related to or arising out of or in connection with this Agreement, the Extensions of Credit or the use or proposed use of the proceeds thereof, any of the transactions contemplated by any of the foregoing or in the loan documentation and the performance by an Indemnified Party by any of the foregoing except to the extent that any loss, claim, damage, liability or expense is found in a judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct. (f) In the event that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against any Borrower or any of its Affiliates in which such Indemnified Party is not named as a defendant, such Borrower agrees to reimburse such Indemnified Party for all reasonable expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, including, without limitation, the fees and disbursements of its legal counsel.

Costs and Expenses. (a) AEP The Borrower agrees to pay promptly upon on demand (i) all reasonable out-of-pocket costs and expenses of the Administrative each Agent in connection with the preparation, execution, delivery, administration, modification and amendment of this Agreement and the other documents to be delivered hereunder, including, without limitation, Loan Documents (iincluding (A) all due diligence, syndication (including printingcollateral review, distribution and bank meetings)syndication, transportation, computer, duplication, appraisal, audit, insurance, consultant, search, filing and audit recording fees and expenses and (B) the reasonable fees and expenses of counsel for each Agent with respect thereto, with respect to advising such Agent as to its rights and responsibilities, or the perfection, protection or preservation of rights or interests, under the Loan Documents, with respect to negotiations with any Loan Party or with other creditors of any Loan Party or any of its Subsidiaries arising out of any Default or any events or circumstances that may give rise to a Default and with respect to presenting claims in or otherwise participating in or monitoring any bankruptcy, insolvency or other similar proceeding involving creditors' rights generally and any proceeding ancillary thereto) and (ii) all costs and expenses of each Agent and each Lender Party in connection with the enforcement of the Loan Documents, whether in any action, suit or litigation, or any bankruptcy, insolvency or other similar proceeding affecting creditors' rights generally (including the reasonable fees and expenses of counsel for the Administrative Agent and each Lender Party with respect thereto and with respect to advising the Administrative Agent as to its rights and responsibilities under this Agreement. AEP further agrees to pay promptly upon demand all costs and expenses of the Administrative Agent and the Lenders, if any (including, without limitation, counsel fees and expenses), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the other documents to be delivered hereunder, including, without limitation, reasonable fees and expenses of counsel for the Administrative Agent and the Lenders in connection with the enforcement of rights under this Section 8.04(athereto). (b) AEP The Borrower agrees to indemnify and hold harmless each Lender, the Administrative Agent, the Swingline Bank, the LC Issuing Banks each Lender Party and each of their respective Affiliates and their respective officers, directors, controlling persons, employees, agents and advisors (each, an “"Indemnified Party”") from and against any and all claims, damages, losses losses, liabilities and liabilities, joint expenses (including reasonable fees and expenses of counsel) that may be incurred by or several, to which asserted or awarded against any such Indemnified Party may become subjectParty, in each case arising out of or in connection with or relating to by reason of (including, without limitation, including in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) (i) this the Facilities (including the Existing Credit Agreement), any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions Advances or the Letters of Credit Credit, the Transaction Documents or any of the transactions contemplated thereby or (ii) the actual or alleged presence of Hazardous Materials on any property of any Borrower Loan Party or any of its Subsidiaries or any Environmental Action relating in any way to any Borrower Loan Party or any of its Subsidiaries, and to reimburse any Indemnified Party for any and all reasonable expenses (including, without limitation, reasonable fees and expenses of counsel) as they are incurred in connection with the investigation of or preparation for or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party and whether or not such claim, action or proceeding is initiated or brought by or on behalf of such Borrower or any of its Affiliates and whether or not any of the transactions contemplated hereby are consummated or this Agreement is terminated, except to the extent such claim, damage, loss, liability or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s 's gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 8.04(b8.4(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any BorrowerLoan Party, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby by the Transaction Documents are consummated. Each The Borrower also agrees not to assert any claim against the Administrative any Agent, any Lender, Lender Party or any of their respective Affiliates, or any of their respective officers, directors, officers, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to this Agreementthe Facilities, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions Advances or the Letters of Credit, the Transaction Documents or any of the transactions contemplated by the Transaction Documents. (c) If any payment of principal of, or Conversion of, any Eurodollar Rate Advance is made by any the Borrower to or for the account of a Lender Party other than on the last day of the Interest Period for such Advance, as a result of a payment or Conversion pursuant to Section 2.072.6, 2.10(e2.9(b)(i) or 2.10(d), 2.13 or 2.15, acceleration of the maturity of the outstanding Borrowings Notes pursuant to Section 6.01 6.1 or for any other reason (in reason, or by an Eligible Assignee to a Lender Party other than on the case last day of the Interest Period for such Advance upon an assignment of rights and obligations under this Agreement pursuant to Section 8.7 as a result of a demand by the Borrower pursuant to Section 8.7(a), or if the Borrower fails to make any such payment or Conversion)prepayment of an Advance for which a notice of prepayment has been given or that is otherwise required to be made, such whether pursuant to Section 2.4, 2.6 or 6.1 or otherwise, the Borrower shall, promptly upon demand by such Lender Party (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender Party any amounts required to compensate such Lender Party for any additional losses, costs or expenses that it may reasonably incur as a result of such payment or ConversionConversion or such failure to pay or prepay, includingas the case may be, without limitation, including any loss (other than including loss of Applicable Marginanticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender Party to fund or maintain such Advance. (d) If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it under any Loan Document, including fees and expenses of counsel and indemnities, such amount may be paid on behalf of such Loan Party by the Administrative Agent or any Lender Party, in its sole discretion. (e) Without prejudice to the survival of any other agreement of the Borrowers hereunderany Loan Party hereunder or under any other Loan Document, the respective agreements and obligations of the Borrowers Borrower contained in Sections 2.14, 2.17 2.10 and 8.04 2.12 and this Section 8.4 shall survive the payment in full of principal, interest and all other amounts payable hereunder. (e) Each Borrower agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to such Borrower or its respective security holders or creditors related to or arising out of or in connection with this Agreement, the Extensions of Credit or the use or proposed use of the proceeds thereof, hereunder and under any of the transactions contemplated by any of the foregoing or in the loan documentation and the performance by an Indemnified Party by any of the foregoing except to the extent that any loss, claim, damage, liability or expense is found in a judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconductother Loan Documents. (f) In the event that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against any Borrower or any of its Affiliates in which such Indemnified Party is not named as a defendant, such Borrower agrees to reimburse such Indemnified Party for all reasonable expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, including, without limitation, the fees and disbursements of its legal counsel.