Common use of Expenses; Indemnity Clause in Contracts

Expenses; Indemnity. (a) The Borrower agrees to pay all reasonable and documented or invoiced out-of-pocket fees and expenses (i) incurred by the Administrative Agent, the Collateral Agent, the Issuing Bank, the Swingline Lender and the Arrangers (and each of their respective Affiliates) in connection with the syndication of the Credit Facilities and the preparation and administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated); provided, that the Borrower shall not be responsible pursuant to this clause (i) for the reasonable fees, charges and disbursements of more than a single primary counsel for the Administrative Agent, the Collateral Agent, the Issuing Bank, the Swingline Lender and the Arrangers (and each of their respective Affiliates) and more than a single counsel for each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions), or (ii) incurred by the Administrative Agent, the Collateral Agent, the Arrangers (and each of their respective Affiliates) or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents or in connection with the Loans made or Letters of Credit issued hereunder, including the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Administrative Agent and the Collateral Agent, and, in connection with any such enforcement or protection, the reasonable fees, charges and disbursements of a single counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for the Administrative Agent, the Collateral Agent, the Arrangers and the Lenders (and their respective Affiliates) (and, in the case of an actual or perceived conflict of interest, where the Borrower is informed of such conflict by the affected Lenders and such affected Lenders retain their own counsel, of another firm of counsel for each group of affected Lenders, similarly situated, taken as a whole). (b) The Borrower agrees to indemnify the Administrative Agent, the Collateral Agent, each Lender, the Issuing Bank and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and reasonable and documented or invoiced out-of-pocket fees and expenses (including reasonable fees, disbursements and other charges of any environmental consultant and one counsel for all Indemnitees and, if necessary, one firm of local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for all Indemnitees (and, in the case of an actual or perceived conflict of interest, where the Borrower is informed of such conflict by the affected Indemnitees and such affected Indemnitees retain their own counsel, of another firm of counsel for each group of affected Indemnitees, similarly situated, taken as a whole) of any such Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated thereby, the performance by the parties thereto of their respective obligations thereunder or the consummation of the Transactions and the other transactions contemplated thereby (including the syndication of the Credit Facilities), (ii) the proposed use of the proceeds of the Loans or issuance of Letters of Credit, (iii) any Environmental Liability related in any way to the Loan Parties, any of their respective subsidiaries or any property currently or formerly owned, leased or operated by the Loan Parties, any of their respective subsidiaries or any of their respective predecessors, including the Mortgaged Properties, except that the Borrower shall not be obligated to indemnify any Indemnitees for any environmental condition at any property to the extent negligently caused by an Indemnitee and clearly demonstrated by the Borrower as first occurring after any transfer of the property by foreclosure or by a deed in lieu of foreclosure or (iv) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by the Borrower, any other Loan Party or any of their respective Affiliates); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the gross negligence, bad faith or willful misconduct of such Indemnitee or any of its controlled Affiliates or any of the officers, directors, employees, agents, advisors or other representative of any of the foregoing, in each case, acting at the direction of such Indemnitee, (y) a material breach of any of its obligations under this Agreement as determined by a court of competent jurisdiction in a final and non-appealable decision by such Indemnitee or (z) any dispute among Indemnitees (other than a dispute involving claims against the Administrative Agent, the Swingline Lender or the Issuing Bank, in each case in their respective capacitates as such). This Section 9.05(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) To the extent that the Borrower fails to pay any amount required to be paid by them to the Administrative Agent, the Collateral Agent, the Issuing Bank, the Swingline Lender or the Arrangers (or each of their respective Affiliates) under paragraph (a) or (b) of this Section 9.05, each Lender severally agrees to pay to the Administrative Agent, the Collateral Agent, the Issuing Bank, the Swingline Lender or the Arrangers (or each of their respective Affiliates), as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of 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, the Collateral Agent, the Issuing Bank, the Swingline Lender or the Arrangers (or each of their respective Affiliates) in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the Aggregate Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the time (in each case, determined as if no Lender were a Defaulting Lender). (d) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. (e) The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank. All amounts due under this Section 9.05 shall be payable within thirty (30) days after written demand therefor.

Expenses; Indemnity. (a) The Borrower agrees to pay all reasonable and documented or invoiced out-of-pocket fees and expenses (i) incurred by the Administrative AgentAgents, the Collateral AgentJoint Lead Arrangers and their respective Affiliates in connection with the preparation of this Agreement, the Issuing Bankother Loan Documents and the Parent Guarantee, or by the Agents, the Swingline Lender Joint Lead Arrangers and the Arrangers (and each of their respective Affiliates) Affiliates in connection with the syndication of the Credit Facilities and Commitments or the preparation and administration of this Agreement (including expenses incurred in connection with due diligence and initial and ongoing Collateral examination to the extent incurred with the reasonable prior approval of the Borrower and the other Loan Documents reasonable fees, disbursements and charges for no more than one counsel in each jurisdiction where Collateral is located) or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions Transactions hereby or thereby contemplated shall be consummated); provided, that the Borrower shall not be responsible pursuant to this clause (i) for the reasonable fees, charges and disbursements of more than a single primary counsel for the Administrative Agent, the Collateral Agent, the Issuing Bank, the Swingline Lender and the Arrangers (and each of their respective Affiliates) and more than a single counsel for each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions), or (ii) incurred by the Administrative AgentAgents, the Collateral Agent, the Joint Lead Arrangers (and each of their respective Affiliates) Affiliates or any Lender in connection with the enforcement or protection of its their rights in connection with this Agreement and Agreement, the other Loan Documents or and the Parent Guarantee, in connection with the Loans made or the Revolving Letters of Credit issued hereunder, including the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP, special New York counsel for the Administrative Agent Agents and the Collateral AgentJoint Lead Arrangers, and, in connection with any such enforcement or protection, the reasonable fees, charges and disbursements of a single any other counsel in each appropriate jurisdiction (which may include a single special including the reasonable and documented allocated costs of internal counsel acting in multiple jurisdictions) for the Administrative AgentAgents, the Collateral AgentJoint Lead Arrangers, the Arrangers and the Lenders (and their respective Affiliates) (andany Issuing Bank or any Lender); provided, in the case of an actual or perceived that, absent any conflict of interest, where the Borrower is informed Agents and the Joint Lead Arrangers shall not be entitled to indemnification for the fees, charges or disbursements of such conflict by the affected Lenders and such affected Lenders retain their own counsel, of another firm of more than one counsel for in each group of affected Lenders, similarly situated, taken as a whole)jurisdiction. (b) The Borrower agrees to indemnify the Administrative AgentAgents, the Collateral AgentJoint Lead Arrangers, the Co-Syndication Agents, the Co-Documentation Agents, each LenderIssuing Bank, the Issuing Bank each Lender and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable and documented or invoiced out-of-pocket fees and expenses (including reasonable counsel fees, disbursements charges and other charges of disbursements, incurred by or asserted against any environmental consultant and one counsel for all Indemnitees and, if necessary, one firm of local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for all Indemnitees (and, in the case of an actual or perceived conflict of interest, where the Borrower is informed of such conflict by the affected Indemnitees and such affected Indemnitees retain their own counsel, of another firm of counsel for each group of affected Indemnitees, similarly situated, taken as a whole) of any such Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or Agreement, any other Loan Document or the Parent Guarantee or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the Transactions and the other transactions contemplated thereby (including the syndication of the Credit Facilities)hereby or thereby, (ii) the proposed use of the proceeds of the Loans or issuance the use of Letters any Revolving Letter of Credit, Credit or (iii) any Environmental Liability related in any way to the Loan Parties, any of their respective subsidiaries or any property currently or formerly owned, leased or operated by the Loan Parties, any of their respective subsidiaries or any of their respective predecessors, including the Mortgaged Properties, except that the Borrower shall not be obligated to indemnify any Indemnitees for any environmental condition at any property to the extent negligently caused by an Indemnitee and clearly demonstrated by the Borrower as first occurring after any transfer of the property by foreclosure or by a deed in lieu of foreclosure or (iv) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not the Borrower, its Subsidiaries or any Indemnitee initiated or is a party thereto (and regardless of whether such matter is initiated by a third party or by the Borrowerthereto, any other Loan Party or any of their respective Affiliates); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by in a final, non-appealable judgment of a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the gross negligence, bad faith faith, material breach of this Agreement, any of the Loan Documents or the Parent Guarantee or willful misconduct of such Indemnitee (treating, for this purpose only, any Agent, any Joint Lead Arranger, any Issuing Bank, any Lender and any of their respective Related Parties as a single Indemnitee). Subject to and without limiting the generality of the foregoing sentence, the Borrower agrees to indemnify each Indemnitee against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable and documented counsel or consultant fees, charges and disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (A) any Environmental Event or Environmental Claim related in any way to the Borrower or any of its Subsidiaries, or (B) any actual or alleged presence, Release or threatened Release of Hazardous Materials at, under, on or from any Real Property currently or formerly owned, leased or operated by the Borrower or any of its Subsidiaries or by any predecessor of the Borrower or any of its Subsidiaries, or any property at which the Borrower or any of its Subsidiaries has sent Hazardous Materials for treatment, storage or disposal, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined in a final, non-appealable judgment of a court of competent jurisdiction to have resulted from the gross negligence, bad faith, material breach of this Agreement, any of the Loan Documents or the Parent Guarantee or willful misconduct of such Indemnitee or any of its controlled Affiliates Related Parties or would have arisen as against the Indemnitee regardless of this Agreement, any other Loan Document or the Parent Guarantee or any Borrowings hereunder. In no event shall any Indemnitee be liable to any Loan Party for any consequential, indirect, special or punitive damages. No Indemnitee shall be liable for any damages arising from the use by unintended recipients of the officers, directors, employees, agents, advisors any information or other representative of any of materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement, the foregoing, in each case, acting at other Loan Documents or the direction Parent Guarantee or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee, (y) a material breach of any of its obligations under this Agreement Indemnitee as determined by in a final, non-appealable judgment of a court of competent jurisdiction in a final and non-appealable decision by such Indemnitee or (z) any dispute among Indemnitees (other than a dispute involving claims against the Administrative Agent, the Swingline Lender or the Issuing Bank, in each case in their respective capacitates as such)jurisdiction. This Section 9.05(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) To the extent that the Borrower fails to pay any amount required to be paid by them to the Administrative Agent, the Collateral Agent, the Issuing Bank, the Swingline Lender or the Arrangers (or each of their respective Affiliates) under paragraph (a) or (b) of this Section 9.05, each Lender severally agrees to pay to the Administrative Agent, the Collateral Agent, the Issuing Bank, the Swingline Lender or the Arrangers (or each of their respective Affiliates), as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of 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, the Collateral Agent, the Issuing Bank, the Swingline Lender or the Arrangers (or each of their respective Affiliates) in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the Aggregate Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the time (in each case, determined as if no Lender were a Defaulting Lender). (d) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. (e) The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of CreditObligations, the invalidity or unenforceability of any term or provision of this Agreement or Agreement, any other Loan Document or the Parent Guarantee, or any investigation made by or on behalf of the Administrative Agent, the Collateral any Agent, any Lender or the Issuing Bank, any Joint Lead Arranger or any Lender. All amounts due under this Section 9.05 shall be payable within thirty (30) days after on written demand therefortherefor accompanied by reasonable documentation with respect to any reimbursement, indemnification or other amount requested. (c) This Section 9.05 shall not apply to Taxes.

Expenses; Indemnity. (a) The Borrower agrees to pay all reasonable and documented or invoiced out-of-pocket fees and expenses (i) incurred by the Administrative Agent, the Collateral Agent, the Issuing Bank, the Swingline Lender Agent and the Arrangers Arranger (and each of their respective Affiliates) in connection with the syndication of the Credit Facilities and the preparation and administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated); provided, that the Borrower shall not be responsible pursuant to this clause (i) for the reasonable fees, charges and disbursements of more than a single primary counsel for the Administrative Agent, the Collateral Agent, the Issuing Bank, the Swingline Lender and the Arrangers (and each of their respective Affiliates) and more than a single counsel for each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions), or (ii) incurred by the Administrative Agent, the Collateral Agent, the Arrangers Arranger (and each of their respective Affiliates) or any Lender in connection with the enforcement or protection of its rights in connection with the Engagement Letter, the Fee Letter, this Agreement and the other Loan Documents or in connection with the Loans made or Letters of Credit issued hereunder, including (i) the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx Xxxxx Xxxx & Xxxxxxx Xxxxxxxx LLP, counsel for the Administrative Agent and the Collateral Agent, and, (ii) in connection with any such enforcement or protection, the reasonable fees, charges and disbursements of a any other single counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for the Administrative Agent, the Collateral Agent, the Arrangers Arranger and the Lenders (and each of their respective Affiliates) (and, in the case of an actual or perceived conflict of interest, where the Borrower is informed of such conflict by the affected Lenders and such affected Lenders retain their own counsel, of another firm of counsel for each group of affected Lenders, similarly situated, taken as a whole). (b) The Borrower agrees to indemnify the Administrative Agent, the Collateral Agent, each Lender, the Issuing Bank Lender and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and reasonable and documented or invoiced out-of-pocket fees and expenses (related expenses, including reasonable fees, disbursements and other charges counsel (which is limited to one firm of any environmental consultant and one counsel for all such Indemnitees taken as a whole and, if necessary, one firm of a single local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for all Indemnitees (such Indemnitees, taken as a whole and, in the case of an actual or perceived conflict of interest, interest where the Borrower is informed Indemnitees affected by such conflict inform the Administrative Agent of such conflict by the affected Indemnitees and such affected Indemnitees thereafter retain their own counsel, of another firm of counsel for each group of affected Indemniteescounsel) and consultant or other expert fees, similarly situatedcharges and disbursements, taken as a whole) of incurred by or asserted against any such Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated thereby, the performance by the parties thereto of their respective obligations thereunder or the consummation of the Transactions and the other transactions contemplated thereby (including the syndication of the Credit Facilities), (ii) the proposed use of the proceeds of the Loans or issuance of Letters of CreditLoans, (iii) any Environmental Liability related in any way to the Loan Parties, any of their respective subsidiaries or predecessors or any property currently or formerly owned, leased or operated by the Loan Parties, Parties or any of their respective subsidiaries or any of their respective predecessors, including the Mortgaged Properties, except that the Borrower shall not be obligated to indemnify any Indemnitees for any environmental condition at any property to the extent negligently caused by an Indemnitee and clearly demonstrated by the Borrower as first occurring after any transfer of the property by foreclosure or by a deed in lieu of foreclosure or (iv) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by the Borrower, any other Loan Party or any of their respective AffiliatesAffiliates or any other Person); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from (xi) the gross negligence, bad faith or willful misconduct of such Indemnitee or any of its controlled Affiliates or any of the officers, directors, employees, agents, advisors or other representative of any of the foregoing, in each case, acting at the direction of such Indemnitee, (yii) a material breach of such Indemnitee’s funding obligations pursuant to Sections 2.01 and 2.02, or (iii) any claims or any litigation or other proceeding that does not involve an act or omission of the Borrower or any of its obligations under this Agreement as determined Affiliates and is brought by a court of competent jurisdiction in a final and non-appealable decision by such an Indemnitee or (z) any dispute among Indemnitees against another Indemnitee (other than a dispute involving claims any claim, litigation or other proceeding brought against the Arranger, Administrative Agent, the Swingline Lender Agent or the Issuing Bank, Collateral Agent in each case in their respective capacitates its capacity as such). This Section 9.05(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. liabilities and related expenses arising from any non-Tax claim. (c) To the extent that the Borrower fails to pay any amount required to be paid by them it to the Administrative Agent, the Collateral Agent, the Issuing Bank, the Swingline Lender or the Arrangers Arranger (or each of their respective Affiliates) under paragraph (a) or (b) of this Section 9.05, each Lender severally agrees to pay to the Administrative Agent, the Collateral Agent, the Issuing Bank, the Swingline Lender Agent or the Arrangers Arranger (or each of their respective Affiliates), as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; (including any such unpaid amount in respect of a claim asserted by such Lender); 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, the Collateral Agent, the Issuing Bank, the Swingline Lender Agent or the Arrangers Arranger (or each of their respective Affiliates) in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the Aggregate Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the time (in each case, determined as if no Lender were a Defaulting Lender)time. (d) To the extent permitted by applicable law, the Borrower shall not assert, and the Borrower hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. (e) The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent, Agent or any Lender or the Issuing BankLender. All amounts due under this Section 9.05 shall be payable within thirty (30) days after on written demand therefor.

Expenses; Indemnity. (a) The Borrower agrees to pay (i) all reasonable and documented or invoiced out-of-pocket fees and expenses (iincluding Other Taxes) incurred by the Administrative Agent, Agent or the Collateral Agent, the Issuing Bank, the Swingline Lender and the Arrangers (and each of their respective Affiliates) Agent in connection with the syndication of the Credit Facilities and the preparation and administration of this Agreement and the other Loan Documents Documents, or by the Administrative Agent or the Collateral Agent in connection with the administration of this Agreement and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated); provided, that the Borrower shall not be responsible pursuant to this clause (i) for the reasonable fees, charges and disbursements of more than a single primary counsel for the Administrative Agent, the Collateral Agent, the Issuing Bank, the Swingline Lender and the Arrangers (and each of their respective Affiliates) and more than a single counsel for each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions), or (ii) incurred by the Administrative Agent, the Collateral Agent, the Arrangers (and each of their respective Affiliates) or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents or in connection with the Loans made or Letters of Credit issued hereunderthereof, including the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for to the Administrative Agent, the Collateral Agent and the Collateral AgentArranger, and, in connection with any such enforcement or protectionif necessary, the reasonable fees, charges and disbursements of one local counsel per jurisdiction, and (ii) all out-of-pocket expenses (including Other Taxes) incurred by the Agents or any Lender in connection with the enforcement of their rights in connection with this Agreement and the other Loan Documents, in connection with the Loans made or the Letters of Credit issued hereunder, including the fees, charges and disbursements of a single counsel for all such persons, taken as a whole, and, if necessary, a single local counsel in each appropriate jurisdiction (which may include for all such persons, taken as a single special counsel acting in multiple jurisdictions) for the Administrative Agent, the Collateral Agent, the Arrangers and the Lenders (and their respective Affiliates) whole (and, in the case of an actual or perceived conflict of interest, interest where such person affected by such conflict informs the Borrower is informed of such conflict by and thereafter retains its own counsel with the affected Lenders and such affected Lenders retain their own counselBorrower’s prior written consent (not to be unreasonably withheld), of another firm of counsel such for each group of such affected Lenders, similarly situated, taken as a wholeperson). (b) The Borrower agrees to indemnify the Administrative Agent, the Collateral Agent, the Arranger, the Bookrunner, each Issuing Bank, each Lender, the Issuing Bank each of their respective Affiliates and each Related Party of any of the foregoing Persons their respective directors, officers, employees, agents and advisors (each such Person person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and reasonable and documented or invoiced out-of-pocket fees and expenses (related expenses, including reasonable counsel fees, charges and disbursements (excluding the allocated costs of in house counsel and other charges of any environmental consultant and limited to not more than one counsel for all Indemnitees such Indemnitees, taken as a whole, and, if necessary, one firm of a single local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for all Indemnitees such Indemnitees, taken as a whole (and, in the case of an actual or perceived conflict of interest, interest where the Indemnitee affected by such conflict informs the Borrower is informed of such conflict by and thereafter retains its own counsel with the affected Indemnitees and such affected Indemnitees retain their own counselBorrower’s prior written consent (not to be unreasonably withheld), of another firm of counsel for each group of such affected IndemniteesIndemnitee)), similarly situated, taken as a whole) of incurred by or asserted against any such Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the Transactions and the other transactions contemplated thereby (including the syndication of the Credit Facilities)hereby, (ii) the proposed use of the proceeds of the Loans or issuance the use of Letters any Letter of Credit, (iii) any violation of or liability under Environmental Liability related in any way to Laws by the Loan Parties, any of their respective subsidiaries Borrower or any Subsidiary, (iv) any actual or alleged presence, Release or threatened Release of or exposure to Hazardous Materials at, under, on, from or to any property currently or formerly owned, leased or operated by the Loan Parties, any of their respective subsidiaries Borrower or any of their respective predecessors, including the Mortgaged Properties, except that the Borrower shall not be obligated to indemnify any Indemnitees for any environmental condition at any property to the extent negligently caused by an Indemnitee and clearly demonstrated by the Borrower as first occurring after any transfer of the property by foreclosure or by a deed in lieu of foreclosure Subsidiary or (ivv) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by Holdings, the Borrower, any other Loan Party Borrower or any of their respective subsidiaries or Affiliates); provided provided, that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a final, non-appealable judgment of a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the gross negligence, bad faith or willful misconduct of such Indemnitee or any of its controlled Affiliates or any of the officers, directors, employees, agents, advisors or other representative of any of the foregoing, in each case, acting at the direction of such IndemniteeRelated Parties, (y) arose from a material breach of such Indemnitee’s or any of its Related Parties’ obligations under this Agreement any Loan Document (as determined by a court of competent jurisdiction in a final and final, non-appealable decision by such Indemnitee judgment) or (z) arose from any dispute among Indemnitees claim, actions, suits, inquiries, litigation, investigation or proceeding that does not involve an act or omission of the Borrower or any of its Affiliates and is brought by an Indemnitee against another Indemnitee (other than any claim, actions, suits, inquiries, litigation, investigation or proceeding against any Agent or an Arranger, in its capacity as such). None of the Indemnitees (or any of their respective affiliates) shall be responsible or liable to the Fund, Holdings, the Borrower or any of their respective subsidiaries, Affiliates or stockholders or any other person or entity for any special, indirect, consequential or punitive damages, which may be alleged as a dispute involving claims against result of the Facilities or the Transactions. The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent, the Swingline Lender any Issuing Bank or the Issuing Bankany Lender. All amounts due under this Section 9.05 shall be payable within 15 days after written demand therefor accompanied by reasonable documentation with respect to any reimbursement, indemnification or other amount requested. (c) Except as expressly provided in each case in their respective capacitates as such). This Section 9.05(b9.05(a) with respect to Other Taxes, which shall not be duplicative with any amounts paid pursuant to Section 2.17, this Section 9.05 shall not apply with respect to any Taxes (other than any Taxes that represent losses, claims, damages, etc. arising liabilities and related expenses resulting from any a non-Tax claim. (c) To ), which shall be governed exclusively by Section 2.17 and, to the extent that the Borrower fails to pay any amount required to be paid by them to the Administrative Agentset forth therein, the Collateral Agent, the Issuing Bank, the Swingline Lender or the Arrangers (or each of their respective Affiliates) under paragraph (a) or (b) of this Section 9.05, each Lender severally agrees to pay to the Administrative Agent, the Collateral Agent, the Issuing Bank, the Swingline Lender or the Arrangers (or each of their respective Affiliates), as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of 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, the Collateral Agent, the Issuing Bank, the Swingline Lender or the Arrangers (or each of their respective Affiliates) in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the Aggregate Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the time (in each case, determined as if no Lender were a Defaulting Lender)2.15. (d) To the fullest extent permitted by applicable law, Holdings and the Borrower shall not assert, and hereby waiveswaive, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the Transactionstransactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. (e) The provisions of agreements in this Section 9.05 shall remain operative and in full force and effect regardless of survive the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document or any investigation made by or on behalf resignation of the Administrative Agent, the Collateral Agent, Agent or any Lender or the Issuing Bank. All amounts due under , the replacement of any Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all the other Obligations and the termination of this Section 9.05 shall be payable within thirty (30) days after written demand thereforAgreement.

Expenses; Indemnity. (a) The Borrower hereby agrees to pay (i) all reasonable and documented or invoiced out-of-pocket fees and expenses (i) incurred by the Administrative Agent, Agent or the Collateral Agent, the Issuing Bank, the Swingline Lender Arrangers and the Arrangers (and each of their respective Affiliates) Affiliates in connection with the syndication and distribution (including via the internet or through a service such as Intralinks) of the Credit Facilities and credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents Documents, or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby contemplated shall be consummated); provided, that the Borrower shall not be responsible pursuant to this clause (i) for the reasonable fees, charges and disbursements of more than a single primary counsel for the Administrative Agent, the Collateral Agent, the Issuing Bank, the Swingline Lender and the Arrangers (and each of their respective Affiliates) and more than a single counsel for each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions), or (ii) incurred by the Administrative Agent, the Collateral Agent, the Arrangers (and each of their respective Affiliates) or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents or in connection with the Loans made or Letters of Credit issued hereunder, including the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP, one primary counsel for the Administrative Agent, the Collateral Agent and the Collateral AgentArrangers, and, in connection with any such enforcement or protectionif necessary, the reasonable fees, charges and disbursements of one local counsel per jurisdiction, (ii) all reasonable and documented out-of-pocket expenses incurred by any Issuing Bank 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 Agents, any Issuing Bank or any Lender in connection with the enforcement of their rights in connection with this Agreement and any other Loan Document, in connection with the Loans made or the Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit and including (but limited in the case of fees, charges and disbursements of counsel to) the fees, charges and disbursements of a single counsel for the Agents, Lenders and the Issuing Banks, taken as a whole, and, if necessary, a single local counsel in each appropriate jurisdiction and (which may include if appropriate) a single special regulatory counsel acting in multiple jurisdictions) for the Administrative Agentall such persons, the Collateral Agent, the Arrangers and the Lenders (and their respective Affiliates) taken as a whole (and, in the case of an actual or perceived conflict of interest, interest where such person affected by such conflict informs the Borrower is informed of such conflict by the affected Lenders and such affected Lenders retain their thereafter retains its own counsel, of another firm of counsel for each group of such affected Lenders, similarly situated, taken as a wholeperson). (b) The Borrower agrees to indemnify the Administrative Agent, the Collateral Agent, the Arrangers, each Co-Documentation Agent, each Issuing Bank, each Lender, the Issuing Bank each of their respective Affiliates, successors and assigns, and each of their respective Related Party of any of the foregoing Persons Parties (each such Person person being called an “Indemnitee”) ), against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and reasonable and documented or invoiced out-of-pocket fees and expenses (related expenses, including reasonable counsel fees, charges and disbursements (excluding the allocated costs of in house counsel and other charges of any environmental consultant and limited to not more than one counsel for all Indemnitees such Indemnitees, taken as a whole, and, if necessary, one firm of a single local counsel in each appropriate jurisdiction and (which may include if appropriate) a single special regulatory counsel acting in multiple jurisdictions) for all Indemnitees such Indemnitees, taken as a whole (and, in the case of an actual or perceived conflict of interest, interest where the Indemnitee affected by such conflict informs the Borrower is informed of such conflict by the affected Indemnitees and such affected Indemnitees retain their thereafter retains its own counsel, of another firm of counsel for each group of such affected IndemniteesIndemnitee)), similarly situated, taken as a whole) of incurred by or asserted against any such Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations hereunder and thereunder or the consummation of the Transactions and the other transactions contemplated thereby (including the syndication of the Credit Facilities)hereby, (ii) any Loan or Letter of Credit or the proposed use of proceeds therefrom (including any refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit if the proceeds documents presented in connection with such demand do not strictly comply with the terms of the Loans or issuance of Letters such Letter of Credit), (iii) any violation of or liability under Environmental Liability Laws related in any way to the Loan Parties, any of their respective subsidiaries Borrower or any Subsidiary, (iv) any actual or alleged presence, Release or threatened Release of or exposure to Hazardous Materials at, under, on, from or to any property currently or formerly owned, leased or operated by the Loan Parties, any of their respective subsidiaries Borrower or any of their respective predecessors, including the Mortgaged Properties, except that the Borrower shall not be obligated to indemnify any Indemnitees for any environmental condition at any property to the extent negligently caused by an Indemnitee and clearly demonstrated by the Borrower as first occurring after any transfer of the property by foreclosure or by a deed in lieu of foreclosure Subsidiary or (ivv) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by the Borrower, any other Loan Party Borrower or any of their respective subsidiaries or Affiliates); provided provided, that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a final, non-appealable judgment of a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the gross negligence, bad faith negligence or willful misconduct of, or a material breach of obligations under this Agreement or the other Loan Documents by, such Indemnitee or any of its controlled Affiliates Related Parties or (y) arose from any claim, action, suit, inquiry, litigation, investigation or proceeding that does not involve an act or omission of the Borrower or any of its Affiliates and is brought by an Indemnitee against another Indemnitee (other than any claim, action, suit, inquiry, litigation, investigation or proceeding against any Agent, Co-Documentation Agent or Arranger in its capacity as such). None of the officersIndemnitees (or any of their respective affiliates) shall be responsible or liable to the Borrower or any of its subsidiaries, directorsAffiliates or stockholders or any other person or entity for any special, employeesindirect, agentsconsequential or punitive damages which may be alleged as a result of the Facilities or the Transactions. The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, advisors or other representative the consummation of the transactions contemplated hereby, the repayment of any of the foregoingObligations, in each casethe occurrence of the Termination Date, acting at the direction of such Indemnitee, (y) a material breach invalidity or unenforceability of any term or provision of its obligations under this Agreement as determined or any other Loan Document, or any investigation made by a court or on behalf of competent jurisdiction in a final and non-appealable decision by such Indemnitee or (z) any dispute among Indemnitees (other than a dispute involving claims against the Administrative Agent, the Swingline Lender any Issuing Bank or the Issuing Bankany Lender. All amounts due under this Section 9.05 shall be payable within 15 days after written demand therefor accompanied by reasonable documentation with respect to any reimbursement, in each case in their respective capacitates as such). indemnification or other amount requested. (c) This Section 9.05(b) 9.05 shall not apply with respect to any Taxes other than any Taxes that represent losses, claims, damages, etc. arising liabilities and expenses resulting from any a non-Tax claim. (c) To the extent that the Borrower fails to pay any amount required to be paid by them to the Administrative Agent, the Collateral Agent, the Issuing Bank, the Swingline Lender or the Arrangers (or each of their respective Affiliates) under paragraph (a) or (b) of this Section 9.05, each Lender severally agrees to pay to the Administrative Agent, the Collateral Agent, the Issuing Bank, the Swingline Lender or the Arrangers (or each of their respective Affiliates), as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of 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, the Collateral Agent, the Issuing Bank, the Swingline Lender or the Arrangers (or each of their respective Affiliates) in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the Aggregate Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the time (in each case, determined as if no Lender were a Defaulting Lender). (d) To the fullest extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the Transactionstransactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems (including the internet) in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. (e) The provisions of agreements in this Section 9.05 shall remain operative and in full force and effect regardless of survive the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document or any investigation made by or on behalf resignation of the Administrative Agent, the Collateral AgentAgent or any Issuing Bank, the replacement of any Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all the other Obligations, the occurrence of the Termination Date and the termination of this Agreement, any Lender other Loan Document or the Issuing Bank. All amounts due under this Section 9.05 shall be payable within thirty (30) days after written demand thereforany provision hereof or thereof.

Expenses; Indemnity. (a) The Each Borrower agrees to pay all reasonable and properly documented or invoiced out-of-pocket fees and expenses (i) incurred by the Administrative Agent, the Collateral Agent, the Issuing Bank, the Swingline Lender and the Arrangers (and each of their respective Affiliates) Agent in connection with the syndication of the Credit Facilities and the preparation and administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated); provided, that the Borrower shall not be responsible pursuant to this clause (i) for the reasonable fees, charges and disbursements of more than a single primary counsel for the Administrative Agent, the Collateral Agent, the Issuing Bank, the Swingline Lender and the Arrangers (and each of their respective Affiliates) and more than a single counsel for each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions), or (ii) incurred by the Administrative Agent, the Collateral Agent, the Arrangers (and each of their respective Affiliates) Agent or any Lender in connection with the enforcement or protection of its their rights in connection with this Agreement and the other Loan Documents or in connection with the Loans made or Letters of Credit issued hereunder, including the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx Xxxxxxxxxx & Xxxxxxx Xxxxx LLP, counsel for the Administrative Agent and the Collateral Agent, and, in connection with any such amendment, modification or waiver or any such enforcement or protection, the reasonable fees, charges and disbursements of a single any other counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for the Administrative Agent, the Collateral Agent, the Arrangers and Agent or any Lender. Each Borrower further agrees that it shall indemnify the Lenders (from and their respective Affiliates) (andhold them harmless against any documentary taxes, in assessments or charges made by any Governmental Authority by reason of the case execution and delivery of an actual this Agreement or perceived conflict any of interest, where the Borrower is informed of such conflict by the affected Lenders and such affected Lenders retain their own counsel, of another firm of counsel for each group of affected Lenders, similarly situated, taken as a whole)other Loan Documents. (b) The Each Borrower agrees to indemnify the Administrative Agent, the Collateral Agent, each Lender, any of their respective Affiliates that have made Loans as provided in Section 2.02(b) and the Issuing Bank respective directors, officers, employees and each Related Party of any agents of the foregoing Persons persons (each such Person person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and reasonable and documented or invoiced out-of-pocket fees and expenses (related expenses, including reasonable counsel fees, disbursements charges and other charges of disbursements, incurred by or asserted against any environmental consultant and one counsel for all Indemnitees and, if necessary, one firm of local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for all Indemnitees (and, in the case of an actual or perceived conflict of interest, where the Borrower is informed of such conflict by the affected Indemnitees and such affected Indemnitees retain their own counsel, of another firm of counsel for each group of affected Indemnitees, similarly situated, taken as a whole) of any such Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated thereby, the performance by the parties thereto of their respective obligations thereunder or the consummation of the Transactions and the other transactions contemplated thereby (including the syndication of the Credit Facilities)thereby, (ii) the actual or proposed use of the proceeds of the Loans or issuance of Letters of CreditLoans, (iii) any Environmental Liability related in any way to the Loan Parties, any of their respective subsidiaries or any property currently or formerly owned, leased or operated by the Loan Parties, any of their respective subsidiaries or any of their respective predecessors, including the Mortgaged Properties, except that the Borrower shall not be obligated to indemnify any Indemnitees for any environmental condition at any property to the extent negligently caused by an Indemnitee and clearly demonstrated by the Borrower as first occurring after any transfer of the property by foreclosure or by a deed in lieu of foreclosure or (iv) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether commenced by a Borrower, any of its Affiliates or any other person and whether or not any Indemnitee is a party thereto or (and regardless iv) any actual or alleged presence or release of whether such matter is initiated by a third party Hazardous Materials on or from any property currently or formerly owned or operated by the BorrowerBorrower or its Subsidiaries, any other Loan Party or any of their respective Affiliates)Environmental Liability related in any way to the Borrower or its subsidiaries; provided that such the indemnity set forth in this Section 10.05(b) shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses either (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from (x) the gross negligence, bad faith negligence or willful misconduct of such Indemnitee or any of its controlled Affiliates or any of the officers, directors, employees, agents, advisors or other representative of any of the foregoing, in each case, acting at the direction of such Indemnitee, (y) a material resulted from the breach of any of its obligations under this Agreement as determined by a court of competent jurisdiction in a final and non-appealable decision by such Indemnitee or (z) any dispute among Indemnitees of its Affiliates of any of such person’s agreements under this Agreement or any other Loan Document (other than a dispute involving claims against the Administrative Agent, the Swingline Lender or the Issuing Bank, unintentional breaches that are corrected promptly after such Indemnitee becomes aware that it is in each case in their respective capacitates as suchbreach). This Section 9.05(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) To the extent that the Borrower fails to pay any amount required to be paid by them to the Administrative Agent, the Collateral Agent, the Issuing Bank, the Swingline Lender or the Arrangers (or each of their respective Affiliates) under paragraph (a) or (b) of this Section 9.05, each Lender severally agrees to pay to the Administrative Agent, the Collateral Agent, the Issuing Bank, the Swingline Lender or the Arrangers (or each of their respective Affiliates), as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of 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, the Collateral Agent, the Issuing Bank, the Swingline Lender or the Arrangers (or each of their respective Affiliates) in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the Aggregate Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the time (in each case, determined as if no Lender were a Defaulting Lender). (d) To the fullest extent permitted by applicable law, the Borrower Borrowers shall not assert, and hereby waiveswaive, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the Transactionstransactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnitee referred to in Section 10.05(b) shall be liable for any damages arising from the use by unintended or unauthorized recipients of any information or other materials distributed by it through telecommunications, electronic or other similar information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. (ed) The provisions of this Section 9.05 10.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document Document, or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent, Agent or any Lender or the Issuing BankLender. All amounts due under this Section 9.05 10.05 shall be payable within thirty (30) days after on written demand therefor.

Expenses; Indemnity. (a) The Borrower Alcoa agrees to pay or cause one or more other Borrowers to pay all reasonable and documented or invoiced out-of-pocket fees and expenses (i) incurred by the Administrative Agent, the Collateral Agent, the Issuing Bank, the Swingline Lender and the Arrangers (and each of their respective Affiliates) Agent in connection with the syndication of the Credit Facilities and the preparation and administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated); provided, that the Borrower shall not be responsible pursuant to this clause (i) for the reasonable fees, charges and disbursements of more than a single primary counsel for the Administrative Agent, the Collateral Agent, the Issuing Bank, the Swingline Lender and the Arrangers (and each of their respective Affiliates) and more than a single counsel for each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions), or (ii) incurred by the Administrative Agent, the Collateral Agent, the Arrangers (and each of their respective Affiliates) Agent or any Lender in connection with the enforcement or protection of its their rights in connection with this Agreement and the other Loan Documents or in connection with the Loans made or Letters of Credit issued hereunder, including the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx Cravath, Swaine & Xxxxxxx Xxxxx LLP, counsel for the Administrative Agent and the Collateral Agent, and, in connection with any such enforcement or protectionenforcement, the reasonable fees, charges and disbursements of a single any other counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for the Administrative Agent, the Collateral Agent, the Arrangers and Agent or any Lender. Alcoa further agrees to indemnify or cause one or more other Borrowers to indemnify the Lenders (from and their respective Affiliates) (andhold them harmless against any documentary taxes, in assessments or charges made by any Governmental Authority by reason of the case execution and delivery of an actual or perceived conflict of interest, where the Borrower is informed of such conflict by the affected Lenders and such affected Lenders retain their own counsel, of another firm of counsel for each group of affected Lenders, similarly situated, taken as a whole)this Agreement. (b) The Borrower Alcoa agrees to indemnify or cause one or more other Borrowers to indemnify the Administrative Agent, the Collateral Agent, each Lender, the Issuing Bank Lender and each Related Party of any of the foregoing Persons their respective Affiliates, directors, officers, employees and agents (each such Person person being called an “Indemnitee”) against, and to hold or cause one or more other Borrowers to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and reasonable and documented or invoiced out-of-pocket fees and expenses (related expenses, including reasonable counsel fees, disbursements charges and other charges of disbursements, incurred by or asserted against any environmental consultant and one counsel for all Indemnitees and, if necessary, one firm of local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for all Indemnitees (and, in the case of an actual or perceived conflict of interest, where the Borrower is informed of such conflict by the affected Indemnitees and such affected Indemnitees retain their own counsel, of another firm of counsel for each group of affected Indemnitees, similarly situated, taken as a whole) of any such Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated therebyhereby, the performance by the parties thereto of their respective obligations thereunder or the consummation of the Transactions and the other transactions contemplated thereby (including the syndication of the Credit Facilities)thereby, (ii) the proposed use of the proceeds of the Loans or issuance of Letters of Credit, (iii) any Environmental Liability related in any way to the Loan Parties, any of their respective subsidiaries or any property currently or formerly owned, leased or operated by the Loan Parties, any of their respective subsidiaries or any of their respective predecessors, including the Mortgaged Properties, except that the Borrower shall not be obligated to indemnify any Indemnitees for any environmental condition at any property to the extent negligently caused by an Indemnitee and clearly demonstrated by the Borrower as first occurring after any transfer of the property by foreclosure or by a deed in lieu of foreclosure or (iv) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by the Borrower, any other Loan Party or any of their respective Affiliates)thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the gross negligence, bad faith negligence or willful wilful misconduct of such Indemnitee Indemnitee. The Administrative Agent and each Lender agrees to promptly notify Alcoa of any claims relating to clauses (i), (ii) or any of its controlled Affiliates or any (iii) of the officersnext preceding sentence; provided, directorshowever, employees, agents, advisors or other representative of that any of the foregoing, in each case, acting at the direction of failure to deliver any such Indemnitee, (y) a material breach of any of notice shall not relieve Alcoa from its obligations under this Agreement as determined by a court of competent jurisdiction in a final and non-appealable decision by such Indemnitee or paragraph (z) any dispute among Indemnitees (other than a dispute involving claims against the Administrative Agent, the Swingline Lender or the Issuing Bank, in each case in their respective capacitates as suchb). This Section 9.05(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) To the extent that the Borrower fails to pay any amount required to be paid by them to the Administrative Agent, the Collateral Agent, the Issuing Bank, the Swingline Lender or the Arrangers (or each of their respective Affiliates) under paragraph (a) or (b) of this Section 9.05, each Lender severally agrees to pay to the Administrative Agent, the Collateral Agent, the Issuing Bank, the Swingline Lender or the Arrangers (or each of their respective Affiliates), as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of 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, the Collateral Agent, the Issuing Bank, the Swingline Lender or the Arrangers (or each of their respective Affiliates) in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the Aggregate Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the time (in each case, determined as if no Lender were a Defaulting Lender). (d) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. (e) The provisions of this Section 9.05 10.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document Agreement, or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent, any Lender Agent or the Issuing BankLender. All amounts due under this Section 9.05 10.05 shall be payable within thirty (30) days after on written demand therefor.

Expenses; Indemnity. (a) The Borrower agrees Borrowers jointly and severally agree to pay all reasonable and documented or invoiced out-of-pocket fees and expenses (i) reasonably incurred by the Administrative Agent, the Collateral Agent, Agent and the Issuing Bank, the Swingline Lender and the Arrangers (and each of their respective Affiliates) Bank in connection with the syndication of the Credit Facilities negotiation and the preparation and administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of, or any consents with respect to, any of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated); provided, that the Borrower shall not be responsible pursuant to this clause (i) for the reasonable fees, charges and disbursements of more than a single primary counsel for or reasonably incurred by the Administrative Agent, the Collateral Agent, Agent or the Issuing BankBank in connection with the administration of this Agreement or any other Loan Document (including, without limitation, in connection with any audit of the Swingline Lender and the Arrangers (and each of their respective AffiliatesBorrowing Base) and more than a single counsel for each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions), or (ii) reasonably incurred by the Administrative Agent, the Collateral Agent, the Arrangers (and each of their respective Affiliates) Issuing Bank or any Lender in connection with the enforcement or protection of its their rights in connection with this Agreement and the or any other Loan Documents Document or in connection with the Loans made or the Notes or Letters of Credit issued hereunderhereunder (excluding, including however, those costs and expenses arising from any proceeding solely between one or more Lenders to which neither Borrower is a party) including, but not limited to, the reasonable fees, charges fees and disbursements of Xxxxxx Xxxxxx Cravath, Swaine & Xxxxxxx LLPMoorx, xxecial counsel for the Administrative Agent and the Collateral Agent, and, in connection with any such enforcement or protection, the reasonable fees, charges fees and disbursements of a single other counsel for any Lender, including allocated staff counsel costs. The Borrowers further jointly and severally agree to indemnify the Lenders from and hold them harmless against any documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Agreement or any of the Notes or any of the other Loan Documents. The provisions of this Section 9.04 shall be in addition to and not in limitation of or substitution for NWS's obligations 117 112 with respect to fees and expenses contained in the separate agreements between NWS and Chemical Bank. (b) The Borrowers jointly and severally agree to indemnify each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for of the Administrative Agent, the Collateral Agent, the Arrangers Issuing Bank and the Lenders (and their respective Affiliates) (anddirectors, in the case of an actual or perceived conflict of interestofficers, where the Borrower is informed of such conflict by the affected Lenders employees and such affected Lenders retain their own counselagents against, of another firm of counsel for each group of affected Lenders, similarly situated, taken as a whole). (b) The Borrower agrees and to indemnify hold the Administrative Agent, the Collateral Agent, each Lender, the Issuing Bank and each Related Party of any of the foregoing Persons (each Lenders and such Person being called an “Indemnitee”) against, and to hold each Indemnitee persons harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable and documented or invoiced out-of-pocket counsel fees and expenses (including reasonable feesexpenses, disbursements and other charges incurred by or asserted against any of any environmental consultant and one counsel for all Indemnitees andthe Administrative Agent, if necessarythe Collateral Agent, one firm of local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for all Indemnitees (andthe Issuing Bank, in the case of an actual Lenders or perceived conflict of interest, where the Borrower is informed of such conflict by the affected Indemnitees and such affected Indemnitees retain their own counsel, of another firm of counsel for each group of affected Indemnitees, similarly situated, taken as a whole) of any such Indemnitee persons arising out of, in any way connected with, or as a result of (i) this Agreement, the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument Documents and the other documents contemplated therebyhereby, the performance by the parties hereto and thereto of their respective obligations hereunder and thereunder or (including but not limited to the making of the Commitments) and consummation of the Transactions and the other transactions contemplated thereby (including the syndication of the Credit Facilities)hereby and thereby, (ii) the proposed use any Environmental Liabilty or any related or unrelated liability attributable to Hazardous Materials generated, used, handled, transported, stored, treated or disposed of the proceeds by or on behalf of the Loans any Loan Party or issuance any previous owner of Letters its property or any Hazardous Materials released from, on or about any property of Creditany Loan Party, or (iii) any Environmental Liability related in any way to the Loan Parties, any of their respective subsidiaries or any property currently or formerly owned, leased or operated by the Loan Parties, any of their respective subsidiaries or any of their respective predecessors, including the Mortgaged Properties, except that the Borrower shall not be obligated to indemnify any Indemnitees for any environmental condition at any property to the extent negligently caused by an Indemnitee and clearly demonstrated by the Borrower as first occurring after any transfer of the property by foreclosure or by a deed in lieu of foreclosure or (iv) any claim, litigation, investigation or proceeding proceedings relating to any of the foregoing, whether or not any Indemnitee such person is a party thereto (and regardless of whether such matter is initiated by a third party or by the Borrower, any other Loan Party or any of their respective Affiliates)thereto; provided that such indemnity shall not, as to any IndemniteeLender, be available apply to the extent that any such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted arising from (xA) the gross negligence, bad faith or willful misconduct of any unexcused breach by such Indemnitee or any of its controlled Affiliates or any of the officers, directors, employees, agents, advisors or other representative of any of the foregoing, in each case, acting at the direction of such Indemnitee, (y) a material breach Lender of any of its obligations under this Agreement as determined by a court of competent jurisdiction in a final and non-appealable decision by such Indemnitee or (zB) any dispute among Indemnitees (other than a dispute involving claims against the Administrative Agent, the Swingline Lender gross negligence or the Issuing Bank, in each case in their respective capacitates as such). This Section 9.05(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimwillful misconduct of such Lender. (c) To the extent that the Borrower fails to pay any amount required to be paid by them to the Administrative Agent, the Collateral Agent, the Issuing Bank, the Swingline Lender or the Arrangers (or each of their respective Affiliates) under paragraph (a) or (b) of this Section 9.05, each Lender severally agrees to pay to the Administrative Agent, the Collateral Agent, the Issuing Bank, the Swingline Lender or the Arrangers (or each of their respective Affiliates), as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of 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, the Collateral Agent, the Issuing Bank, the Swingline Lender or the Arrangers (or each of their respective Affiliates) in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the Aggregate Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the time (in each case, determined as if no Lender were a Defaulting Lender). (d) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. (e) The provisions of this Section 9.05 9.04, Sections 2.13 and 2.19 and Article VIII shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of this Agreement Agreement, any Note or any other Loan Document Document, or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent, any Lender or the Issuing BankLender. All amounts due under this Section 9.05 9.04 shall be payable within thirty (30) days after on written demand therefor.

Expenses; Indemnity. (a) The Borrower Alcoa agrees to pay or cause one or more other Borrowers to pay all reasonable and documented or invoiced out-of-pocket fees and expenses (i) incurred by the Administrative Agent, the Collateral Agent, the Issuing Bank, the Swingline Lender and the Arrangers (and each of their respective Affiliates) Agent in connection with the syndication of the Credit Facilities and the preparation and administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated); provided, that the Borrower shall not be responsible pursuant to this clause (i) for the reasonable fees, charges and disbursements of more than a single primary counsel for the Administrative Agent, the Collateral Agent, the Issuing Bank, the Swingline Lender and the Arrangers (and each of their respective Affiliates) and more than a single counsel for each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions), or (ii) incurred by the Administrative Agent, the Collateral Agent, the Arrangers (and each of their respective Affiliates) Agent or any Lender in connection with the enforcement or protection of its their rights in connection with this Agreement and the other Loan Documents or in connection with the Loans made or Letters of Credit issued hereunder, including the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx Cravath, Swaine & Xxxxxxx LLPXxxxx, counsel for the Administrative Agent and the Collateral Agent, and, in connection with any such enforcement or protectionenforcement, the reasonable fees, charges and disbursements of a single any other counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for the Administrative Agent, the Collateral Agent, the Arrangers and Agent or any Lender. Alcoa further agrees to indemnify or cause one or more other Borrowers to indemnify the Lenders (from and their respective Affiliates) (andhold them harmless against any documentary taxes, in assessments or charges made by any Governmental Authority by reason of the case execution and delivery of an actual or perceived conflict of interest, where the Borrower is informed of such conflict by the affected Lenders and such affected Lenders retain their own counsel, of another firm of counsel for each group of affected Lenders, similarly situated, taken as a whole)this Agreement. (b) The Borrower Alcoa agrees to indemnify or cause one or more other Borrowers to indemnify the Administrative Agent, the Collateral Agent, each Lender, the Issuing Bank Lender and each Related Party of any of the foregoing Persons their respective Affiliates, directors, officers, employees and agents (each such Person person being called an “"Indemnitee”") against, and to hold or cause one or more other Borrowers to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and reasonable and documented or invoiced out-of-pocket fees and expenses (related expenses, including reasonable counsel fees, disbursements charges and other charges of disbursements, incurred by or asserted against any environmental consultant and one counsel for all Indemnitees and, if necessary, one firm of local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for all Indemnitees (and, in the case of an actual or perceived conflict of interest, where the Borrower is informed of such conflict by the affected Indemnitees and such affected Indemnitees retain their own counsel, of another firm of counsel for each group of affected Indemnitees, similarly situated, taken as a whole) of any such Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated therebyhereby, the performance by the parties thereto of their respective obligations thereunder or the consummation of the Transactions and the other transactions contemplated thereby (including the syndication of the Credit Facilities)thereby, (ii) the proposed use of the proceeds of the Loans or issuance of Letters of Credit, (iii) any Environmental Liability related in any way to the Loan Parties, any of their respective subsidiaries or any property currently or formerly owned, leased or operated by the Loan Parties, any of their respective subsidiaries or any of their respective predecessors, including the Mortgaged Properties, except that the Borrower shall not be obligated to indemnify any Indemnitees for any environmental condition at any property to the extent negligently caused by an Indemnitee and clearly demonstrated by the Borrower as first occurring after any transfer of the property by foreclosure or by a deed in lieu of foreclosure or (iv) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by the Borrower, any other Loan Party or any of their respective Affiliates)thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the gross negligence, bad faith negligence or willful wilful misconduct of such Indemnitee Indemnitee. The Administrative Agent and each Lender agrees to promptly notify Alcoa of any claims relating to clauses (i), (ii) or any of its controlled Affiliates or any (iii) of the officersnext preceding sentence; provided, directorshowever, employees, agents, advisors or other representative of that any of the foregoing, in each case, acting at the direction of failure to deliver any such Indemnitee, (y) a material breach of any of notice shall not relieve Alcoa from its obligations under this Agreement as determined by a court of competent jurisdiction in a final and non-appealable decision by such Indemnitee or paragraph (z) any dispute among Indemnitees (other than a dispute involving claims against the Administrative Agent, the Swingline Lender or the Issuing Bank, in each case in their respective capacitates as suchb). This Section 9.05(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) To the extent that the Borrower fails to pay any amount required to be paid by them to the Administrative Agent, the Collateral Agent, the Issuing Bank, the Swingline Lender or the Arrangers (or each of their respective Affiliates) under paragraph (a) or (b) of this Section 9.05, each Lender severally agrees to pay to the Administrative Agent, the Collateral Agent, the Issuing Bank, the Swingline Lender or the Arrangers (or each of their respective Affiliates), as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of 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, the Collateral Agent, the Issuing Bank, the Swingline Lender or the Arrangers (or each of their respective Affiliates) in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the Aggregate Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the time (in each case, determined as if no Lender were a Defaulting Lender). (d) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. (e) The provisions of this Section 9.05 10.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document Agreement, or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent, any Lender Agent or the Issuing BankLender. All amounts due under this Section 9.05 10.05 shall be payable within thirty (30) days after on written demand therefor.

Expenses; Indemnity. (a) The Borrower agrees to pay all reasonable and documented or invoiced out-of-pocket fees and expenses (i) incurred by the Administrative AgentAgents, the Collateral AgentJoint Lead Arrangers and their respective Affiliates in connection with the preparation of this Agreement and the other Loan Documents, or by the Agents, the Issuing Bank, the Swingline Lender Joint Lead Arrangers and the Arrangers (and each of their respective Affiliates) Affiliates in connection with the syndication of the Credit Facilities and Commitments or the preparation and administration of this Agreement (including expenses incurred in connection with due diligence and initial and ongoing Collateral examination to the extent incurred with the reasonable prior approval of the Borrower and the other Loan Documents reasonable fees, disbursements and charges for no more than one counsel in each jurisdiction where Collateral is located) or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions Transactions hereby or thereby contemplated shall be consummated); provided, that the Borrower shall not be responsible pursuant to this clause (i) for the reasonable fees, charges and disbursements of more than a single primary counsel for the Administrative Agent, the Collateral Agent, the Issuing Bank, the Swingline Lender and the Arrangers (and each of their respective Affiliates) and more than a single counsel for each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions), or (ii) incurred by the Administrative AgentAgents, the Collateral Agent, the Joint Lead Arrangers (and each of their respective Affiliates) Affiliates or any Lender in connection with the enforcement or protection of its their rights in connection with this Agreement and the other Loan Documents or Documents, in connection with the Loans made or the Letters of Credit issued hereunder, including the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP, special New York counsel for the Administrative Agent Agents and the Collateral AgentJoint Lead Arrangers, and, in connection with any such enforcement or protection, the reasonable fees, charges and disbursements of a single any other counsel in each appropriate jurisdiction (which may include a single special including the reasonable and documented allocated costs of internal counsel acting in multiple jurisdictions) for the Administrative AgentAgents, the Collateral AgentJoint Lead Arrangers, the Arrangers and the Lenders (and their respective Affiliates) (andany Issuing Bank or any Lender); provided, in the case of an actual or perceived that, absent any conflict of interest, where the Borrower is informed Agents and the Joint Lead Arrangers shall not be entitled to indemnification for the fees, charges or disbursements of such conflict by the affected Lenders and such affected Lenders retain their own counsel, of another firm of more than one counsel for in each group of affected Lenders, similarly situated, taken as a whole)jurisdiction. (b) The Borrower agrees to indemnify the Administrative AgentAgents, the Collateral AgentJoint Lead Arrangers, the Syndication Agents, the Co-Documentation Agents, each LenderIssuing Bank, the Issuing Bank each Lender and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable and documented or invoiced out-of-pocket fees and expenses (including reasonable counsel fees, disbursements charges and other charges of disbursements, incurred by or asserted against any environmental consultant and one counsel for all Indemnitees and, if necessary, one firm of local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for all Indemnitees (and, in the case of an actual or perceived conflict of interest, where the Borrower is informed of such conflict by the affected Indemnitees and such affected Indemnitees retain their own counsel, of another firm of counsel for each group of affected Indemnitees, similarly situated, taken as a whole) of any such Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of the Commitment Letter, this Agreement or any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the Transactions and the other transactions contemplated thereby (including the syndication of the Credit Facilities)hereby or thereby, (ii) the proposed use of the proceeds of the Loans or issuance the use of Letters any Revolving Letter of Credit, Credit or (iii) any Environmental Liability related in any way to the Loan Parties, any of their respective subsidiaries or any property currently or formerly owned, leased or operated by the Loan Parties, any of their respective subsidiaries or any of their respective predecessors, including the Mortgaged Properties, except that the Borrower shall not be obligated to indemnify any Indemnitees for any environmental condition at any property to the extent negligently caused by an Indemnitee and clearly demonstrated by the Borrower as first occurring after any transfer of the property by foreclosure or by a deed in lieu of foreclosure or (iv) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not the Borrower, its Subsidiaries or any Indemnitee initiated or is a party thereto (and regardless of whether such matter is initiated by a third party or by the Borrowerthereto, any other Loan Party or any of their respective Affiliates); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the gross negligence, bad faith faith, material breach of this Agreement or any of the Loan Documents or willful misconduct of such Indemnitee (treating, for this purpose only, any Agent, any Joint Lead Arranger, any Issuing Bank, any Lender and any of their respective Related Parties as a single Indemnitee). Subject to and without limiting the generality of the foregoing sentence, the Borrower agrees to indemnify each Indemnitee against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable and documented counsel or consultant fees, charges and disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (A) any Environmental Event or Environmental Claim related in any way to the Borrower or any of its Subsidiaries, or (B) any actual or alleged presence, Release or threatened Release of Hazardous Materials at, under, on or from any Real Property currently or formerly owned, leased or operated by the Borrower or any of its Subsidiaries or by any predecessor of the Borrower or any of its Subsidiaries, or any property at which the Borrower or any of its Subsidiaries has sent Hazardous Materials for treatment, storage or disposal, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction to have resulted from the gross negligence, bad faith, material breach of this Agreement or any of the Loan Documents or willful misconduct of such Indemnitee or any of its controlled Affiliates Related Parties or would have arisen as against the Indemnitee regardless of this Agreement or any other Loan Document or any Borrowings hereunder. In no event shall any Indemnitee be liable to any Loan Party for any consequential, indirect, special or punitive damages. No Indemnitee shall be liable for any damages arising from the use by unintended recipients of the officers, directors, employees, agents, advisors any information or other representative of any of materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the foregoing, in each case, acting at other Loan Documents or the direction transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee, (y) a material breach of any of its obligations under this Agreement Indemnitee as determined by a court of competent jurisdiction in a final and non-appealable decision by such Indemnitee or (z) any dispute among Indemnitees (other than a dispute involving claims against the Administrative Agent, the Swingline Lender or the Issuing Bank, in each case in their respective capacitates as such)jurisdiction. This Section 9.05(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) To the extent that the Borrower fails to pay any amount required to be paid by them to the Administrative Agent, the Collateral Agent, the Issuing Bank, the Swingline Lender or the Arrangers (or each of their respective Affiliates) under paragraph (a) or (b) of this Section 9.05, each Lender severally agrees to pay to the Administrative Agent, the Collateral Agent, the Issuing Bank, the Swingline Lender or the Arrangers (or each of their respective Affiliates), as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of 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, the Collateral Agent, the Issuing Bank, the Swingline Lender or the Arrangers (or each of their respective Affiliates) in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the Aggregate Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the time (in each case, determined as if no Lender were a Defaulting Lender). (d) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. (e) The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of CreditObligations, the invalidity or unenforceability of any term or provision of the Commitment Letter, this Agreement or any other Loan Document Document, or any investigation made by or on behalf of the Administrative Agent, the Collateral any Agent, any Lender or the Issuing Bank, any Joint Lead Arranger or any Lender. All amounts due under this Section 9.05 shall be payable within thirty (30) days after on written demand therefortherefor accompanied by reasonable documentation with respect to any reimbursement, indemnification or other amount requested. (c) This Section 9.05 shall not apply to Taxes.

Expenses; Indemnity. (a) The Borrower agrees (i) to pay all reasonable and documented or invoiced out-of-pocket fees and expenses (i) incurred by the Administrative Agent, the Collateral Agent, the Issuing Bank, the Swingline Lender Bank and the Arrangers (and each of their respective Affiliates) in connection with the syndication of the Credit Facilities and the preparation and administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated); provided, that including the Borrower shall not be responsible pursuant to this clause (i) for the reasonable fees, charges and disbursements of more than a single primary counsel (provided that reimbursement of legal fees shall be limited to one form of counsel for all such Persons collectively (which in the case of this clause (i), shall be Cravath, Swaine & Xxxxx, LLP, counsel for the Administrative Agent, Agent and the Collateral AgentAgent and (x) a single local counsel in each relevant jurisdiction and one or more special counsel and (y) in the case of a conflict of interest, the Issuing Bankone additional counsel to each group of affected parties and one additional local counsel in any relevant jurisdiction and special counsel, the Swingline Lender and the Arrangers (and each of their respective Affiliatesif applicable) and more than a single counsel for each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions), or (ii) to pay all reasonable and documented out-of-pocked expenses incurred by the Administrative Agent, the Collateral Agent, the Arrangers (and each of their respective Affiliates) or any Lender in connection with the enforcement or protection of its rights in connection with the Transaction Letters, this Agreement and the other Loan Documents or in connection with the Loans made or Letters of Credit issued hereunder, including the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx Cravath, Swaine & Xxxxxxx Xxxxx LLP, counsel for the Administrative Agent and the Collateral Agent, and, in connection with any such enforcement or protection, the reasonable fees, charges and disbursements of a single any other counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for the Administrative Agent, the Collateral Agent, the Arrangers and the Lenders (and each of their respective Affiliates) (and, in the case of an actual or perceived conflict of interest, where the Borrower is informed of such conflict by the affected Lenders and such affected Lenders retain their own counsel, of another firm of counsel for each group of affected Lenders, similarly situated, taken as a whole). (b) The Borrower agrees to indemnify the Administrative Agent, the Collateral Agent, each Lenderthe Issuing Bank, the Issuing Bank Arrangers, each Lender and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable and documented or invoiced out-of-pocket fees and expenses (including reasonable fees, charges and disbursements and other charges of any environmental consultant and one counsel for all Indemnitees and, if necessary, one firm of counsel for the Indemnitees collectively and a single local counsel in each appropriate relevant jurisdiction (which may include a single and one or more special counsel acting in multiple jurisdictions) for all Indemnitees (and, in the case of an actual or perceived conflict of interest, where the Borrower is informed of such conflict by one additional counsel to the affected Indemnitees Indemnitee and such affected Indemnitees retain their own one additional local counsel in each relevant jurisdiction and one or more special counsel), of another firm of counsel for each group of affected Indemnitees, similarly situated, taken as a whole) of incurred by or asserted against any such Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated thereby, the performance by the parties thereto of their respective obligations thereunder or the consummation of the Transactions and the other transactions contemplated thereby (including the syndication of the Credit Facilities), (ii) the proposed use of the proceeds of the Loans or issuance of Letters of Credit, (iii) any Environmental Liability related in any way to the Loan Parties, any of their respective subsidiaries or predecessors or any property currently or formerly owned, leased or operated by the Loan Parties, Parties or any of their respective subsidiaries or any of their respective predecessors, including the Mortgaged Properties, except that the Borrower shall not be obligated to indemnify any Indemnitees for any environmental condition at any property to the extent negligently caused by an Indemnitee and clearly demonstrated by the Borrower as first occurring after any transfer of the property by foreclosure or by a deed in lieu of foreclosure or (iv) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by the Borrower, any other Loan Party or any of their respective AffiliatesAffiliates or any other Person); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (A) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from (x) the bad faith, gross negligence, bad faith negligence or willful misconduct of such Indemnitee or its Related Parties or (B) arise out of or in connection with any claim that does not involve any act or omission by the Borrower or any of its controlled Affiliates or any of the officers, directors, employees, agents, advisors or other representative of any of the foregoing, in each case, acting at the direction of such Indemnitee, (y) and is a material breach of any of its obligations under this Agreement as determined by a court of competent jurisdiction in a final and non-appealable decision by such Indemnitee or (z) any dispute solely among Indemnitees (other than a dispute involving claims any claim against the Administrative an Agent, the Swingline Lender Arranger, bookrunner, or the Issuing Banksyndication agent, each in each case in their respective capacitates its capacity as such). Notwithstanding the foregoing, in no event shall the Borrower have any liability with respect to the settlement or compromise of any claim or proceeding effected without the Borrower’s prior written consent; provided, however, that if at any time an Indemnitee shall have requested that the Borrower reimburse such Indemnitee for legal or other expenses in connection with investigating, responding to or defending any proceeding covered by this Section 9.05, the Borrower shall be liable for any settlement of any proceeding effected without the Borrower’s prior written consent if (x) such settlement is entered into more than 30 days after receipt by the Borrower of such written request for reimbursement and (y) the Borrower shall not have reimbursed such Indemnitee in accordance with such written request prior to the date of such settlement. This Section 9.05(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. liabilities and related expenses arising from any non-Tax claim. (c) To the extent that the Borrower fails to pay any amount required to be paid by them it to the Administrative Agent, the Collateral Agent, the Issuing Bank, the Swingline Lender Bank or the Arrangers (or each of their respective Affiliates) under paragraph (a) or (b) of this Section 9.05, each Lender severally agrees to pay to the Administrative Agent, the Collateral Agent, the Issuing Bank, the Swingline Lender Bank or the Arrangers (or each of their respective Affiliates), as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amount owed to the Issuing Bank solely in its capacity as such, only the Revolving Credit Lenders shall be required to pay such unpaid amount; such payments to be made in accordance with their Pro Rata Percentages; 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, the Collateral Agent, the Issuing Bank, the Swingline Lender Bank or the Arrangers (or each of their respective Affiliates) in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the Aggregate Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the time (in each case, determined as if no Lender were a Defaulting Lender). (d) To the extent permitted by applicable law, (i) the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, and (ii) each Agent and each Lender shall not assert, and hereby waives any claim against the Borrower, in each case of clauses (i) and (ii), on any theory of liability, liability for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereofthereof (except, in the case of clause (ii), for any liability of the Borrower under this Section 9.05 in respect of any such damages incurred or paid by such Person to a third party). (e) The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank. All amounts due under this Section 9.05 shall be payable within thirty (30) days after on written demand therefor.

Expenses; Indemnity. (a) The Borrower agrees to pay (i) all reasonable and documented or invoiced out-of-pocket fees and expenses (i) incurred by the Administrative Agent, the Collateral Agent, the Issuing Bank, the Swingline Lender and the Arrangers (and each of their respective Affiliates) in connection with the syndication of the Credit Facilities and the preparation and administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated); provided, that the Borrower shall not be responsible pursuant to this clause (i) for the reasonable fees, charges and disbursements of more than a single primary counsel for the Administrative Agent, the Collateral Agent, the Issuing Bank, the Swingline Lender and the Arrangers (and each of their respective Affiliates) and more than a single counsel for each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions), or (ii) incurred by the Administrative Agent, the Collateral Agent, the Arrangers (and each of their respective Affiliates) or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents or in connection with the Loans made or Letters of Credit issued hereunder, including the reasonable and documented fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Administrative Agent and the Collateral Agent, and, if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), one single regulatory counsel and one local counsel in each relevant jurisdiction for the Administrative Agent, in connection with the preparation of this Agreement and the other Loan Documents (or any such enforcement amendments, modifications or protectionwaivers of the provisions hereof) and by the Administrative Agent or the Joint Lead Arrangers in connection with the syndication of the Commitments or Loans or the administration of this Agreement and (ii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the reasonable Issuing Banks and the Lenders, including, without limitation, the fees, charges and disbursements of one firm of counsel for the Administrative Agent and the Joint Lead Arrangers, the Issuing Banks and the Lenders, taken as a whole, in connection with the enforcement or protection of their rights in connection with this Agreement and the other Loan Documents, including their rights under this Section, or any other Loan Document or in connection with the Loans made hereunder or the Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans, and if reasonably necessary, one single regulatory counsel and one local counsel in each appropriate relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for the Administrative Agent, the Collateral Agent, the Arrangers and the Lenders (and their respective Affiliates) (and, in the case of an actual or perceived conflict of interest, where the party affected by such conflict, informs the Borrower is informed of such conflict by the affected Lenders and such affected Lenders retain their thereafter retains its own counsel, of another firm of counsel for each group of such affected LendersPerson and, similarly situatedif necessary, taken as a whole)one local counsel in each relevant jurisdiction. (b) The Borrower agrees to indemnify the Administrative Agent, the Collateral AgentJoint Lead Arrangers, each Issuing Bank, each Lender, the Issuing Bank and affiliates of each Related Party of any of the foregoing Persons and each of their respective directors, trustees, officers, employees, representatives, advisors and agents (each such Person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and reasonable and documented or invoiced out-of-pocket fees and expenses (related expenses, including reasonable counsel fees, disbursements charges and other charges of disbursements, incurred by or asserted against any environmental consultant and one counsel for all Indemnitees and, if necessary, one firm of local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for all Indemnitees (and, in the case of an actual or perceived conflict of interest, where the Borrower is informed of such conflict by the affected Indemnitees and such affected Indemnitees retain their own counsel, of another firm of counsel for each group of affected Indemnitees, similarly situated, taken as a whole) of any such Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the Transactions and the other transactions contemplated thereby (including the syndication of the Credit Facilities)hereby, (ii) the proposed use of the proceeds of the Loans or issuance the use of Letters any Letter of Credit, Credit or (iii) any Environmental Liability related in any way to the Loan Parties, any of their respective subsidiaries or any property currently or formerly owned, leased or operated by the Loan Parties, any of their respective subsidiaries or any of their respective predecessors, including the Mortgaged Properties, except that the Borrower shall not be obligated to indemnify any Indemnitees for any environmental condition at any property to the extent negligently caused by an Indemnitee and clearly demonstrated by the Borrower as first occurring after any transfer of the property by foreclosure or by a deed in lieu of foreclosure or (iv) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether or not such matter claim, litigation, investigation or proceeding is initiated by a third party or brought by the Borrower, its affiliates or a third party; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a final, non-appealable judgment of a court of competent jurisdiction to have resulted solely by reason of the gross negligence or willful misconduct of such Indemnitee, (y) are determined by a final, non-appealable judgment of a court of competent jurisdiction to have resulted solely by reason of a material breach by such Indemnitee, or (z) arose from any claim, litigation, investigation or other proceeding (other than a claim, litigation, investigation or other proceeding against the Agent, any Joint Lead Arranger, any Issuing Bank, any Swingline Lender or any Person acting in a similar capacity, in each case, acting pursuant to the Loan Party Documents or in its capacity as such or of any of its Affiliates or its or their respective officers, directors, employees, agents, advisors and other representatives and the successors of each of the foregoing) solely between or among Indemnitees that does not arise from any act or omission by the Borrower or any of its Affiliates; provided, further, that the Administrative Agent, the Issuing Banks, the Swingline Lender and the Joint Lead Arrangers to the extent fulfilling their respective Affiliatesroles as an agent or arranger under the Revolving Facility and in their capacities as such, shall remain indemnified in respect of such claim, litigation, investigation or other proceeding, to the extent that none of the exceptions set forth in clauses (x) or (y) of the immediately preceding proviso apply to such person at such time. Subject to and without limiting the generality of the foregoing sentence, the Borrower agrees to indemnify each Indemnitee against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel or consultant fees, charges and disbursements (limited to not more than one counsel, plus, if necessary, one local counsel per jurisdiction), incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (A) any claim related in any way to Environmental Laws and the Borrower or any Subsidiary, or (B) any actual or alleged presence, Release or threatened Release of Hazardous Materials at, under, on or from any Property; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the gross negligence, bad faith negligence or willful misconduct of such Indemnitee or any of its controlled Affiliates or Related Parties. The Borrower shall not be liable for any of the officers, directors, employees, agents, advisors or other representative settlement of any of proceeding referred to in this Section 9.05 effected without its written consent (which consent shall not be unreasonably withheld, conditioned or delayed), but if (x) settled with such consent or if there shall be a final judgment for the foregoing, in each case, acting at the direction of such Indemnitee, plaintiff or (y) a material breach of any of its obligations under this Agreement as determined by a court of competent jurisdiction in a final and non-appealable decision by such Indemnitee or (z) any dispute among Indemnitees (other than a dispute involving claims against the Administrative Agent, the Swingline Lender or the Issuing Bank, in each case in their respective capacitates as such). This Section 9.05(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) To the extent that if the Borrower fails shall have been offered an opportunity to pay any amount required to be paid by them to assume the Administrative Agent, the Collateral Agent, the Issuing Bank, the Swingline Lender or the Arrangers (or each of their respective Affiliates) under paragraph (a) or (b) of this Section 9.05, each Lender severally agrees to pay to the Administrative Agent, the Collateral Agent, the Issuing Bank, the Swingline Lender or the Arrangers (or each of their respective Affiliates), as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) defense of 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, the Collateral Agent, the Issuing Bank, the Swingline Lender or the Arrangers (or each of their respective Affiliates) in its capacity as such. For purposes hereof, a Lender’s “pro rata share” matter and shall be determined based upon its share of the sum of the Aggregate Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the time (in each case, determined as if no Lender were a Defaulting Lender). (d) To the extent permitted by applicable lawhave declined to do so, the Borrower shall not assertindemnify the Indemnitees from and against any loss or liability by reason of such settlement or judgment, and hereby waivessubject to the Borrower’s right in this Section 9.05 to claim an exemption from such indemnity obligations. The Borrower shall not, any claim against without the prior written consent of any Indemnitee, effect any settlement of any pending or threatened proceeding in respect of which such Indemnitee is or could have been a party and indemnity could have been sought hereunder by such Indemnitee unless such settlement (i) includes an unconditional release of such Indemnitee from all liability or claims that are the subject matter of such proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any theory Indemnitee. None of liabilitythe Indemnitees (or any of their respective affiliates) shall be responsible or liable to the Borrower or any of their respective subsidiaries, Affiliates or stockholders or any other Person or entity for any consequential, special, indirect, consequential indirect or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or which may be alleged as a result of, this Agreement of the Revolving Facility or any agreement or instrument contemplated hereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. (e) . The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of CreditObligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document Document, or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent, any Lender Issuing Bank or the Issuing Bankany Lender. All amounts due under this Section 9.05 shall be payable within thirty (30) days after on written demand therefortherefor accompanied by reasonable documentation with respect to any reimbursement, indemnification or other amount requested. No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. (c) This Section 9.05 shall not apply to Taxes other than any Taxes that represent losses, claims, damages, liabilities, or expenses arising from any non-Tax claim. (d) To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under paragraph (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), any Issuing Bank, any Swingline Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such Issuing Bank, such Swingline Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Revolving Facility Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to any Issuing Bank or Swingline Lender solely in its capacity as such, only the Revolving Facility Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Facility Lenders’ Revolving Facility Credit Exposure (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) provided, further, 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 (or any such sub-agent), such Issuing Bank or such Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such Issuing Bank or any such Swingline Lender in connection with such capacity.

Expenses; Indemnity. (a) The Borrower agrees to pay (i) all reasonable and documented or invoiced out-of-pocket fees and expenses (iincluding Other Taxes) incurred by the Administrative Agent, Agent in connection with the Collateral Agent, the Issuing Bank, the Swingline Lender preparation of this Agreement and the Arrangers (and each of their respective Affiliates) other Loan Documents, or by the Administrative Agent in connection with the syndication of the Credit Facilities Commitments or the administration of this Agreement (including expenses incurred in connection with due diligence and initial and ongoing Collateral examination to the extent incurred with the reasonable prior approval of the Borrower and the preparation reasonable fees, disbursements and charges for no more than one outside counsel and, if necessary one local counsel in each jurisdiction where Collateral is located) or in connection with the administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions Transactions hereby or thereby contemplated shall be consummated); provided, that the Borrower shall not be responsible pursuant to this clause (i) for the reasonable fees, charges and disbursements of more than a single primary counsel for the Administrative Agent, the Collateral Agent, the Issuing Bank, the Swingline Lender and the Arrangers (and each of their respective Affiliates) and more than a single counsel for each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions), or (ii) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, the Arrangers (and each of their respective Affiliates) Agent or any Lender in connection with the enforcement or protection of its their rights in connection with this Agreement and the other Loan Documents or Documents, in connection with the Loans made or the Letters of Credit issued hereunder, hereunder (including the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx Xxxxxxx Xxxxxxx & Xxxxxxx LLP, counsel for the Administrative Agent and the Collateral AgentJoint Lead Arrangers, and, in connection with any such enforcement or protectionif necessary, the reasonable fees, charges and disbursements of a single one local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for the Administrative Agent, the Collateral Agent, the Arrangers and the Lenders (and their respective Affiliates) (and, in the case of an actual or perceived conflict of interest, where the Borrower is informed of such conflict by the affected Lenders and such affected Lenders retain their own counsel, of another firm of counsel for each group of affected Lenders, similarly situated, taken as a wholeper relevant jurisdiction). (b) The Borrower agrees to indemnify the Administrative Agent, the Collateral AgentJoint Lead Arrangers, each LenderIssuing Bank, the Issuing Bank each Lender and each Related Party of any their respective Affiliates, successors and assigns and the directors, trustees, officers, employees, advisors, controlling persons and agents of each of the foregoing Persons (each such Person person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and reasonable and documented or invoiced out-of-pocket fees costs and related expenses (including reasonable documented fees, charges and disbursements and other charges of any environmental consultant and one counsel for all Indemnitees Xxxxxxx Xxxxxxx & Xxxxxxxx LLP and, if necessary, one firm of local counsel in each appropriate relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for all Indemnitees (and, in to the case of an actual or perceived conflict of interest, where the Borrower is informed of such conflict by the affected Indemnitees and such affected Indemnitees retain their own counsel, of another firm of counsel for each group of affected Indemnitees, similarly situatedAgents, taken as a whole, in each relevant jurisdiction) of incurred by or asserted against any such Indemnitee arising out of, in any way connected withrelating to, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the Transactions and the other transactions contemplated thereby (including the syndication of the Credit Facilities)hereby, (ii) the proposed use of the proceeds of the Loans or issuance the use of Letters any Letter of Credit, Credit or (iii) any Environmental Liability related in any way to the Loan Parties, any of their respective subsidiaries or any property currently or formerly owned, leased or operated by the Loan Parties, any of their respective subsidiaries or any of their respective predecessors, including the Mortgaged Properties, except that the Borrower shall not be obligated to indemnify any Indemnitees for any environmental condition at any property to the extent negligently caused by an Indemnitee and clearly demonstrated by the Borrower as first occurring after any transfer of the property by foreclosure or by a deed in lieu of foreclosure or (iv) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by the Borrowerthereto, any other Loan Party or any of their respective Affiliates); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or costs or related expenses (x) are determined by a judgment of a court of competent jurisdiction to have resulted by reason of the gross negligence, bad faith or willful misconduct of, or breach by, such Indemnitee (or its Related Parties), (y) arise out of any claim, litigation, investigation or proceeding brought by such Indemnitee (or its Related Parties) against another Indemnitee (or its Related Parties) (other than any claim, litigation, investigation or proceeding brought by or against the Administrative Agent, acting in its capacity as Administrative Agent) that does not involve any act or omission of the Borrower or any of its Affiliates and arises out of disputes among the Lenders and/or their transferees. Subject to and without limiting the generality of the foregoing sentence, the Borrower agrees to indemnify each Indemnitee against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and reasonable out-of-pocket documented costs and reasonable out-of-pocket costs and related expenses, including reasonable counsel or consultant fees, charges and disbursements (limited to one counsel, plus, if necessary, one local counsel in each relevant jurisdiction), incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (A) any claim related in any way to Environmental Laws and Holdings, the Borrower or any of their Subsidiaries, or (B) any actual or alleged presence, Release or threatened Release of Hazardous Materials at, under, on or from any Property, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or costs or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the gross negligence, bad faith or willful misconduct of of, or breach by, such Indemnitee or any of its controlled Affiliates Related Parties. The Borrower shall not be liable for any settlement of any proceeding referred to in this Section 9.05 effected without the Borrower’s written consent (such consent not to be unreasonably withheld or delayed); provided, however, that the Borrower shall indemnify the Indemnitees from and against any loss or liability by reason of such settlement if the Borrower was offered the right to assume the defense of such proceeding and did not assume such defense or such proceeding was settled with the written consent of the officersBorrower, directors, employees, agents, advisors or other representative of any of the foregoingsubject to, in each case, acting at the direction of Borrower’s right in this Section 9.05 to claim an exemption from such Indemnitee, (y) a material breach of indemnity obligations. The Borrower shall indemnify the Indemnitees from and against any of its obligations under this Agreement as determined by a court of competent jurisdiction final judgment for the plaintiff in a final and non-appealable decision by such Indemnitee or (z) any dispute among Indemnitees (other than a dispute involving claims against the Administrative Agent, the Swingline Lender or the Issuing Bank, proceeding referred to in each case in their respective capacitates as such). This Section 9.05(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) To the extent that the Borrower fails to pay any amount required to be paid by them to the Administrative Agent, the Collateral Agent, the Issuing Bank, the Swingline Lender or the Arrangers (or each of their respective Affiliates) under paragraph (a) or (b) of this Section 9.05, each Lender severally agrees to pay subject to the Administrative AgentBorrower’s right in this Section 9.05 to claim an exemption from such indemnity obligations. The Borrower shall not, without the Collateral Agentprior written consent of any Indemnitee, the Issuing Bank, the Swingline Lender effect any settlement of any pending or the Arrangers threatened proceeding in respect of which such Indemnitee is a party and indemnity could have been sought hereunder by such Indemnitee unless such settlement (or each of their respective Affiliates), as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is soughti) includes an unconditional release of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, Indemnitee from all liability or related expenseclaims that are the subject matter of such proceeding and (ii) does not include a statement as to or an admission of fault, as the case may be, was incurred culpability or a failure to act by or asserted against the Administrative Agent, the Collateral Agent, the Issuing Bank, the Swingline Lender or the Arrangers (or each on behalf of their respective Affiliates) in its capacity as suchany Indemnitee. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the Aggregate Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the time (in each case, determined as if no Lender were a Defaulting Lender). (d) To the extent permitted by applicable law, each party hereto hereby waives for itself (and, in the Borrower shall not assertcase of the Borrower, and hereby waives, for each other Loan Party) any claim against any IndemniteeLoan Party, any Lender, any Agent and their respective affiliates, directors, employees, attorneys, agents or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, or as a result of, or in any way related to, this Agreement or any Loan Document or any agreement or instrument contemplated herebyhereby or thereby or referred to herein or therein, the Transactionstransactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. thereof or any act or omission or event occurring in connection therewith, and each party hereto (eand in the case of the Borrower on behalf of each other Loan Party) hereby waive, release and agree not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the LoansObligations, the expiration termination of the Commitments, the expiration of any Letter Letters of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document Document, or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent, any Lender Issuing Bank or the Issuing Bankany Lender. All amounts due under this Section 9.05 shall be payable within thirty (30) days after on written demand therefortherefor accompanied by reasonable documentation with respect to any reimbursement, indemnification or other amount requested. (c) Except as expressly provided in Section 9.05(a) with respect to Other Taxes, which shall not be duplicative with any amounts paid pursuant to Section 2.17, this Section 9.05 shall not apply to Taxes.

Expenses; Indemnity. (a) The SSCC and the Borrower agrees agree, jointly and severally, to pay all reasonable and documented or invoiced out-of-pocket fees and expenses (i) incurred by the Administrative Agent, the Collateral AgentArrangers and their Affiliates (including the reasonable fees, charges and disbursements of one counsel to the Issuing Bank, the Swingline Lender Administrative Agent and the Arrangers (taken as a whole and, if necessary, of bankruptcy counsel and each of their respective Affiliatesone local counsel and one regulatory counsel in any jurisdiction) in connection with the syndication of the Credit Facilities preparation, negotiation, execution and the preparation and administration delivery of this Agreement and the other Loan Documents (including all costs relating to due diligence) or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated); provided, that the Borrower shall not be responsible pursuant to this clause (i) for the reasonable fees, charges and disbursements of more than a single primary counsel for the Administrative Agent, the Collateral Agent, the Issuing Bank, the Swingline Lender and the Arrangers (and each of their respective Affiliates) and more than a single counsel for each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions), or (ii) incurred by the Administrative Agent, the Collateral Agent, the Arrangers (and each of their respective Affiliates) Agent or any Lender in connection with the enforcement or protection of its their rights in connection with this Agreement and the other Loan Documents or in connection with the Loans made or Letters of Credit issued hereunder, hereunder (including the reasonable fees, disbursements and other charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP, a single lead counsel for to the Administrative Agent and the Collateral Agent, and, in connection with any Lenders and such enforcement or protection, local and regulatory counsel as may reasonably be deemed necessary by the reasonable fees, charges and disbursements of a single counsel Administrative Agent in each appropriate relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for the Administrative Agent, the Collateral Agent, the Arrangers and the Lenders (and their respective Affiliates) (and, in the case of an actual or perceived a conflict of interest, where one additional counsel per affected party). SSCC and SSCE further agree to indemnify the Borrower is informed Administrative Agent and the Lenders from, and hold them harmless against, any documentary taxes, assessments or similar charges made by any Governmental Authority by reason of such conflict by the affected Lenders execution and such affected Lenders retain their own counsel, delivery of another firm this Agreement or any of counsel for each group of affected Lenders, similarly situated, taken as a whole)the other Loan Documents. (b) The SSCC and the Borrower agrees agree, jointly and severally, to indemnify each Arranger, the Administrative Agent, the Collateral Agent, each Lender, the Issuing Bank Agent and each Related Party Lender and each of any of the foregoing Persons their Affiliates and respective directors, officers, employees, trustees, advisors and agents (each such Person person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and reasonable and documented or invoiced out-of-pocket fees and expenses (related expenses, including reasonable fees, disbursements and other charges of any environmental consultant and one counsel for all Indemnitees and, if necessary, one firm of local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for all Indemnitees (and, in to the case of an actual or perceived conflict of interest, where the Borrower is informed of such conflict by the affected Indemnitees and such affected Indemnitees retain their own counsel, of another firm of counsel for each group of affected Indemnitees, similarly situated, taken as a whole) of incurred by or asserted against any such Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or structuring, arrangement and the syndication of the Credit Facilities provided for herein, (ii) the preparation, execution, delivery and administration of this Agreement or Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the Transactions and the other transactions contemplated thereby (including the syndication of the Credit Facilities)hereby or thereby, (iiiii) the proposed use of the proceeds of the Loans or issuance of Letters of CreditLoans, (iiiiv) any actual or alleged presence or Release of Hazardous Materials on or from any property currently or formerly owned or operated by SSCC, the Borrower or any of the Subsidiaries or any of their respective predecessors or any other liability under any Environmental Liability Law related in any way to SSCC, the Loan Parties, any of their respective subsidiaries or any property currently or formerly owned, leased or operated by the Loan Parties, any of their respective subsidiaries Borrower or any of the Subsidiaries or to their respective predecessorsreal properties, including the Mortgaged Properties, except that the Borrower shall not be obligated to indemnify any Indemnitees for any environmental condition at any property to the extent negligently caused by an Indemnitee and clearly demonstrated by the Borrower as first occurring after any transfer of the property by foreclosure assets or by a deed in lieu of foreclosure operations or (ivv) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and whether initiated against or by any Indemnitee and whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by the Borrowerthereto, any other Loan Party or any of their respective Affiliates); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the gross negligence, bad faith negligence or willful wilful misconduct of such Indemnitee (or any of its controlled Affiliates or any of the officers, directors, employees, agents, advisors or other representative of any of the foregoing, in each case, acting at the direction of such Indemnitee, (y) a material breach of any of its obligations under this Agreement as determined by a court of competent jurisdiction in a final and non-appealable decision by such Indemnitee or (z) any dispute among Indemnitees (other than a dispute involving claims against the Administrative Agent, the Swingline Lender or the Issuing Bank, in each case in their respective capacitates as suchrelated parties). This Section 9.05(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) To the extent that the Borrower fails to pay any amount required to be paid by them to the Administrative Agent, the Collateral Agent, the Issuing Bank, the Swingline Lender or the Arrangers (or each of their respective Affiliates) under paragraph (a) or (b) of this Section 9.05, each Lender severally agrees to pay to the Administrative Agent, the Collateral Agent, the Issuing Bank, the Swingline Lender or the Arrangers (or each of their respective Affiliates), as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of 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, the Collateral Agent, the Issuing Bank, the Swingline Lender or the Arrangers (or each of their respective Affiliates) in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the Aggregate Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the time (in each case, determined as if no Lender were a Defaulting Lender). (d) To the extent permitted by applicable law, neither SSCC nor the Borrower shall not assert, or permit any of their Affiliates or related parties to assert, and each hereby waives, any claim against any IndemniteeIndemnitee (i) for any damages arising from the use by others of information or other materials obtained through telecommunications, electronic or other information transmission systems (including the Internet), or (ii) on any theory of liability, liability for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result ofof this Agreement, this Agreement any other Loan Document or any agreement or instrument contemplated herebyhereby or thereby, the Transactionstransactions contemplated hereby, any Loan or Letter of Credit or the use of the proceeds thereof. (ed) The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document Document, or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent, Agent or any Lender or the Issuing BankLender. All amounts due under this Section 9.05 shall be payable within thirty (30) days promptly after written demand therefor.

Expenses; Indemnity. (a) The Borrower agrees Borrowers jointly and severally agree to pay (i) all reasonable and documented or invoiced out-of-pocket fees and expenses (i) incurred by the Administrative Agent, the Collateral Agent, the Issuing Bank, the Swingline Lender Agent and the Arrangers (and each of their respective Affiliates) , including the reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx, counsel for the Administrative Agent, in connection with the syndication of the Credit Facilities and credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated); provided, that (ii) all reasonable out-of-pocket expenses incurred by the Borrower shall not be responsible pursuant to this clause Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iiii) for the all reasonable fees, charges and disbursements of more than a single primary counsel for out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, the Issuing Bank, the Swingline Lender and the Arrangers (and each of their respective Affiliates) and more than a single counsel for each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions), or (ii) incurred by the Administrative Agent, the Collateral Agent, the Arrangers (and each of their respective Affiliates) or any Lender in connection with the enforcement or protection of its their rights in connection with this Agreement and (including its rights under this Section), the other Loan Documents or in connection with the Loans made or Letters of Credit issued hereunder, including the reasonable feesall such out-of-pocket expenses incurred during any workout, charges and disbursements restructuring or negotiations in respect of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Administrative Agent and the Collateral Agentsuch Loans or Letters of Credit, and, in connection with any such enforcement or protection, the reasonable fees, charges and disbursements of a single any other counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for the Administrative Agent, the Collateral Agent, the Arrangers and Issuing Bank or any Lender, provided, however, that the Lenders Borrowers shall not be obligated to pay for expenses incurred by a Lender in connection with the assignment of Loans to an assignee Lender (and their respective Affiliatesexcept pursuant to Section 2.21) (and, in or the case sale of an actual or perceived conflict of interest, where the Borrower is informed of such conflict by the affected Lenders and such affected Lenders retain their own counsel, of another firm of counsel for each group of affected Lenders, similarly situated, taken as Loans to a whole)participant pursuant to Section 10.04. (b) The Borrower agrees Borrowers jointly and severally agree to indemnify the Administrative Agent, the Collateral Agent, the Issuing Bank, each Lender, the Issuing Bank and each Related Party Affiliate of any of the foregoing Persons and each of their respective Related Parties (other than agents or advisors) (each such Person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related reasonable and documented or invoiced out-of-pocket fees and expenses (expenses, including reasonable counsel fees, disbursements charges and other charges of disbursements, incurred by or asserted against any environmental consultant and one counsel for all Indemnitees and, if necessary, one firm of local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for all Indemnitees (and, in the case of an actual or perceived conflict of interest, where the Borrower is informed of such conflict by the affected Indemnitees and such affected Indemnitees retain their own counsel, of another firm of counsel for each group of affected Indemnitees, similarly situated, taken as a whole) of any such Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated thereby, the performance by the parties hereto or thereto of their respective obligations thereunder or the consummation of the Transactions and the other transactions contemplated thereby (including the syndication of the Credit Facilities)thereby, (ii) the proposed use of the proceeds of the Loans or issuance of Letters of Credit (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any Environmental Liability related in any way to the Loan Parties, any of their respective subsidiaries or any property currently or formerly owned, leased or operated by the Loan Parties, any of their respective subsidiaries or any of their respective predecessors, including the Mortgaged Properties, except that the Borrower shall not be obligated to indemnify any Indemnitees for any environmental condition at any property to the extent negligently caused by an Indemnitee and clearly demonstrated by the Borrower as first occurring after any transfer of the property by foreclosure or by a deed in lieu of foreclosure or (iv) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto thereto, or (and regardless iv) any actual or alleged presence or Release of whether such matter is initiated Hazardous Materials on any property owned or operated by a third party or by the Borrower, any other Loan Party CCSC or any of their respective Affiliates)the Subsidiaries, or any Environmental Liability or Environmental Claim related in any way to CCSC or the Subsidiaries; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related reasonable expenses are determined arise (a) in connection with any action by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the gross negligence, bad faith any stockholder or willful misconduct of such Indemnitee or any of its controlled Affiliates or any creditor of the officers, directors, employees, agents, advisors Indemnitee (in its capacity as such) or other representative of any (b) by reason of the foregoing, in each case, acting at the direction of such Indemnitee, (y) a material breach of any of its obligations under this Agreement as determined by a court of competent jurisdiction in a final and non-appealable decision by such Indemnitee ’s gross negligence or (z) any dispute among Indemnitees (other than a dispute involving claims against the Administrative Agent, the Swingline Lender or the Issuing Bank, in each case in their respective capacitates as such). This Section 9.05(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimwilful misconduct. (c) To the extent that the any Borrower fails to pay any amount required to be paid by them it to the Administrative Agent, the Collateral either Agent, the Issuing Bank, Bank or the Swingline Lender or the Arrangers (or each of their respective Affiliates) under paragraph (a) or (b) of this Section 9.05Section, each Lender severally agrees to pay to the Administrative Agent, the Collateral such Agent, the Issuing Bank, Bank or the Swingline Lender or the Arrangers (or each of their respective Affiliates)Lender, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amountamount (other than syndication expenses); 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, the Collateral applicable Agent, the Issuing Bank, Bank or the Swingline Lender or the Arrangers (or each of their respective Affiliates) in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall share”shall be determined based upon its share of the sum of the Aggregate total Revolving Credit ExposureExposures, outstanding Term Loans and unused Commitments at the time (in each case, determined as if no Lender were a Defaulting Lender)time. (d) To the extent permitted by applicable law, the no Borrower shall not assert, and each hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. (e) The provisions of this Section 9.05 10.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document Document, or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent, Agent or any Lender or the Issuing BankLender. All amounts due under this Section 9.05 10.05 shall be payable within thirty (30) days after on written demand therefor.

Expenses; Indemnity. (a) The Borrower agrees to pay (i) all reasonable and documented or invoiced out-of-pocket fees and expenses (i) incurred by the Administrative Agent, the Collateral Agent, the each Issuing Bank, the Swingline Lender and the Arrangers (each Lead Arranger and each Related Party of their respective Affiliates) any of the foregoing Persons in connection with the syndication of the Credit Facilities and the preparation preparation, execution, delivery and administration of this Agreement and the other Loan Credit Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated); provided) (but limited, that the Borrower shall not be responsible pursuant with respect to this clause (i) for legal expenses, to the reasonable and documented fees, disbursements and other charges of one single firm of primary counsel, one single firm of special counsel and disbursements one firm of more than a single primary counsel for the Administrative Agent, the Collateral Agent, the Issuing Bank, the Swingline Lender and the Arrangers (and each of their respective Affiliates) and more than a single additional local counsel for each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions), or applicable jurisdiction) and (ii) all out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, the Arrangers (each Issuing Bank, each Lead Arranger, each Lender and each Related Party of their respective Affiliates) or any Lender of the foregoing Persons in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Credit Documents or in connection with the Loans made or Letters of Credit issued hereunder, including the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Administrative Agent and the Collateral Agent, and, hereunder or in connection with any such enforcement refinancing or protectionrestructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (but limited, with respect to legal expenses, to the reasonable and documented fees, disbursements and other charges and disbursements of a one single counsel in each appropriate jurisdiction (which may include a single firm of primary counsel, one firm of special counsel acting in multiple jurisdictions) and one firm of additional local counsel for each applicable jurisdiction to the Administrative Agent, the Collateral Agent, the Arrangers each Issuing Bank and the Lenders (each Lead Arranger, taken as a whole, and their respective Affiliates) (and, in the case of an actual or perceived conflict of interest, where the Borrower is informed of such conflict by the affected Lenders and such affected Lenders retain their own counsel, of another one additional single firm of primary counsel and one firm of additional local counsel for each group of affected applicable jurisdiction to the Lenders, similarly situated, taken as a whole). (b) The Borrower agrees to indemnify the Administrative Agent, the Collateral Agent, each Lead Arranger, each Lender, the each Issuing Bank and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, penalties, claims, damages, liabilities liabilities, obligations, fines and related expenses, including reasonable counsel fees, charges and disbursements (but limited, with respect to legal expenses, to the reasonable and documented or invoiced out-of-pocket fees and expenses (including reasonable fees, disbursements and other charges of any environmental consultant and one counsel for all Indemnitees and, if necessarysingle firm of primary counsel, one firm of special counsel and one additional firm of local counsel in for each appropriate applicable jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for all similarly situated Indemnitees (andit being agreed that, in the case of an any actual or perceived conflict of interestinterest between or among any Indemnitees, where the Borrower is informed of such conflict by the affected Indemnitees shall be deemed not to be similarly situated and each such affected Indemnitees retain their own counsel, of another firm of counsel for each group of affected IndemniteesIndemnitees shall be entitled to additional counsel as set forth herein), similarly situated, taken as a whole) of incurred by or asserted against any such Indemnitee arising out of, in any way connected with, or as a result of or by reason of (i) the execution or delivery of this Agreement or any other Loan Credit Document or any agreement or instrument contemplated thereby, the performance by the parties thereto of their respective obligations thereunder or the consummation of the Transactions and the other transactions contemplated thereby (including the syndication of the Credit Facilities), (ii) the proposed use of the proceeds of the Loans or issuance of Letters of Credit, (iii) any Environmental Liability related in any way to the Loan Parties, any of their respective subsidiaries or any property currently or formerly owned, leased or operated by the Loan Parties, any of their respective subsidiaries or any of their respective predecessors, including the Mortgaged Properties, except that the Borrower shall not be obligated to indemnify any Indemnitees for any environmental condition at any property to the extent negligently caused by an Indemnitee and clearly demonstrated by the Borrower as first occurring after any transfer of the property by foreclosure or by a deed in lieu of foreclosure or (iv) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by the Borrower, any other Loan Credit Party or any of their respective Affiliates) or (iv) the actual or alleged presence of or exposure to Hazardous Materials in the indoor or outdoor air, surface water or groundwater or on the surface or subsurface of any Real Property at any time owned, leased or operated by the Borrower or any of its Subsidiaries, the generation, storage, transportation, handling, Release or disposal of Hazardous Materials by the Borrower or any of its Subsidiaries at any location, whether or not owned, leased or operated by the Borrower or any of its Subsidiaries, the non-compliance by, or liability of or relating to, the Borrower, any of its Subsidiaries or any Real Property at any time owned, leased or operated by the Borrower or any of its Subsidiaries with, relating to, or under any Environmental Law (including applicable permits thereunder), or any Environmental Claim threatened or asserted against or relating to the Borrower, any of its Subsidiaries or any Real Property at any time owned, leased or operated by the Borrower or any of its Subsidiaries; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from (x) the gross negligence, bad faith or willful misconduct of such Indemnitee or any of its controlled Affiliates or any of the officers, directors, employees, agents, advisors or other representative of any of the foregoing, in each case, acting at the direction of such Indemnitee, (y) a material breach of any of its obligations under this Agreement as determined by a court of competent jurisdiction in a final and non-appealable decision by such Indemnitee or (z) any dispute among Indemnitees (other than a dispute involving claims against the Administrative Agent, the Swingline Lender or the Issuing Bank, in each case in their respective capacitates as such). This Section 9.05(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) To the extent that the Borrower fails to pay any amount required to be paid by them it to the Administrative Agent, the Collateral Agent, the any Issuing Bank, the Swingline Lender Bank or the Arrangers (or each of their respective Affiliates) any Lead Arranger under paragraph (a) or (b) of this Section 9.05(including, without limitation, as a result of entering into of one or more MSR Acknowledgement Agreements), each Lender severally agrees to pay to the Administrative Agent, the Collateral Agent, the such Issuing Bank, the Swingline Lender Bank or the Arrangers (or each of their respective Affiliates)such Lead Arranger, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of 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, the Collateral Agent, the such Issuing Bank, the Swingline Lender Bank or the Arrangers (or each of their respective Affiliates) such Lead Arranger in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the Aggregate Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the time (in each case, determined as if no Lender were a Defaulting Lender). (d) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential consequential, incidental or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement Agreement, any other Credit Document or any agreement or instrument contemplated herebyhereby or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. (e) The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank. All amounts due under this Section 9.05 shall be payable within thirty (30) days after on written demand therefor.

Expenses; Indemnity. (a) The Borrower agrees agrees, to pay all reasonable and documented or invoiced out-of-pocket fees and expenses (i) incurred by the Administrative Agent, Agent and the Collateral Agent, the Issuing Bank, the Swingline Lender and the Arrangers (and each of their respective Affiliates) Agent in connection with the syndication of the Credit Facilities Loans and the preparation and administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated); provided, that the Borrower shall not be responsible pursuant to this clause (i) for the reasonable fees, charges and disbursements of more than a single primary counsel for the Administrative Agent, the Collateral Agent, the Issuing Bank, the Swingline Lender and the Arrangers (and each of their respective Affiliates) and more than a single counsel for each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions), or (ii) incurred by the Administrative Agent, the Collateral Agent, the Arrangers (and each of their respective Affiliates) Agent or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents or in connection with the Loans made or Letters of Credit issued hereunder, including the reasonable and documented fees, charges and disbursements of Xxxxxx Xxxxxx Xxxxx Xxxx & Xxxxxxx Xxxxxxxx LLP, counsel for the Administrative Agent and the Collateral Agent, and, in connection with any such enforcement or protection, the reasonable fees, charges and disbursements of a single any other counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for the Administrative Agent, the Collateral Agent, the Arrangers and the Lenders (and their respective Affiliates) (and, in the case of an actual Agent or perceived conflict of interest, where the Borrower is informed of such conflict by the affected Lenders and such affected Lenders retain their own counsel, of another firm of counsel for each group of affected Lenders, similarly situated, taken as a whole)any Lender. (b) The Borrower agrees to indemnify the Administrative Agent, the Collateral Agent, each Lender, the Issuing Bank Lender and each Related Party of any of the foregoing Persons such persons respective officers, directors employees agents advisors representatives controlling persons members successors and permitted assigns (each such Person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable and documented or invoiced out-of-pocket fees and expenses (including reasonable fees, disbursements charges and other charges of any environmental consultant and one counsel for all Indemnitees and, if necessarydisbursements, one firm of counsel for the Indemnitees collectively and, if reasonably necessary, a single local counsel in each appropriate jurisdiction (which may include a single and one or more special counsel acting in multiple jurisdictions) for all Indemnitees (and, in the case of an actual or perceived a conflict of interest, where the Borrower is informed of such conflict by one additional counsel to the affected Indemnitees and such Indemnitee and, if reasonably necessary, one additional local counsel to the affected Indemnitees retain their own counsel, of another firm of counsel for each group of affected Indemnitees, similarly situated, taken as a wholeIndemnitee in any relevant jurisdiction)) of incurred by or asserted against any such Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated thereby, the performance by the parties thereto of their respective obligations thereunder or the consummation of the Transactions and the other transactions contemplated thereby (including the syndication of the Credit FacilitiesLoans), (ii) the proposed use of the proceeds of the Loans or issuance of Letters of CreditLoans, (iii) any actual or alleged presence or Environmental Liability related in any way Release of Hazardous Materials on, at, under, to the Loan Parties, any of their respective subsidiaries or from any property currently or formerly owned, leased or operated by the any Loan Parties, Party or any of their its respective subsidiaries, or any Environmental Notice or Environmental Liability related in any way to any Loan Party or any of its respective subsidiaries or any of their respective predecessorscurrent or former Properties or Real Estate, including the Mortgaged Properties, except that the Borrower shall not be obligated to indemnify any Indemnitees for any environmental condition at any property to the extent negligently caused by an Indemnitee and clearly demonstrated by the Borrower as first occurring after any transfer of the property by foreclosure or by a deed in lieu of foreclosure or (iv) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by the Borrower, any other Loan Party or any of their respective Affiliates); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (A) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from (x) the bad faith, material breach of this Agreement, gross negligence, bad faith negligence or willful misconduct of such Indemnitee or its Related Parties or (B) arise out of or in connection with any claim that does not involve any act or omission by the Borrower or any of its controlled Affiliates or any of the officers, directors, employees, agents, advisors or other representative of any of the foregoing, in each case, acting at the direction of such Indemnitee, (y) and is a material breach of any of its obligations under this Agreement as determined by a court of competent jurisdiction in a final and non-appealable decision by such Indemnitee or (z) any dispute solely among Indemnitees (other than a dispute involving claims claim against the Administrative an Agent, the Swingline Lender Lead Arranger or the Issuing BankBookrunner, each in each case in their respective capacitates its capacity as such). Notwithstanding the foregoing, in no event shall the Borrower have any liability with respect to the settlement or compromise of any claim or proceeding effected without the Borrower’s prior written consent; provided, however, if at any time an Indemnitee shall have requested that the Borrower reimburse such Indemnitee for legal or other expenses in connection with investigating, responding to or defending any proceeding covered by this Section 9.05, the Borrower shall be liable for any settlement of any proceeding effected without the Borrower’s prior written consent if (A) such settlement is entered into more than 30 days after receipt by the Borrower of such written request for reimbursement and (B) the Borrower shall not have reimbursed such Indemnitee in accordance with such written request prior to the date of such settlement. This Section 9.05(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) To the extent that the Borrower fails to pay any amount required to be paid by them it to the Administrative Agent, Agent or the Collateral Agent, the Issuing Bank, the Swingline Lender or the Arrangers (or each of their respective Affiliates) Agent under paragraph (a) or (b) of this Section 9.05, each Lender severally agrees to pay to the Administrative Agent, Agent or the Collateral Agent, the Issuing Bank, the Swingline Lender or the Arrangers (or each of their respective Affiliates), as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of 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, Agent or the Collateral Agent, the Issuing Bank, the Swingline Lender or the Arrangers (or each of their respective Affiliates) in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the Aggregate Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the time (in each case, determined as if no Lender were a Defaulting Lender). (d) To the extent permitted by applicable law, (i) the Borrower shall not assert, and hereby waives, any claim against any IndemniteeIndemnitee on any theory of liability and (ii) each Agent and each Lender shall not assert, and hereby waives, any claim against any of the Loan Parties on any theory of liability, in each case, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof; provided that this Section 9.05(d) shall not otherwise limit any indemnification obligations under the other provisions of this Section 9.05. (e) The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document Document, or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent, Agent or any Lender or the Issuing BankLender. All amounts due under this Section 9.05 shall be payable within thirty (30) days after on written demand therefor.

Expenses; Indemnity. (a) The Borrower agrees to shall pay (i) all reasonable and documented or invoiced out-of-pocket fees and expenses (i) incurred by the Lead Arrangers and the Administrative Agent, the Collateral Agent, the Issuing Bank, the Swingline Lender and the Arrangers (and each of their respective Affiliates) in connection with the syndication of the Credit Facilities and the preparation and administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated); provided, that the Borrower shall not be responsible pursuant to this clause (i) for the reasonable fees, charges and disbursements of more than a single primary counsel for the Administrative Agent, the Collateral Agent, the Issuing Bank, the Swingline Lender and the Arrangers (and each of their respective Affiliates) and more than a single counsel for each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions), or (ii) incurred by the Administrative Agent, the Collateral Agent, the Arrangers (and each of their respective Affiliates) or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents or in connection with the Loans made or Letters of Credit issued hereunder, including the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Administrative Agent and the Collateral Agent, and, in connection with any such enforcement or protection, the reasonable fees, charges and disbursements of a single counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for the Lead Arrangers and the Administrative Agent, the Collateral Agent, the Arrangers and the Lenders (and their respective Affiliates) taken as a whole (and, if reasonably necessary, one regulatory counsel and one local counsel in each relevant jurisdiction and, solely in the case of an actual or perceived conflict of interest, where additional counsel for similarly affected persons), in connection with the Borrower is informed preparation, execution, delivery and administration of such conflict this Agreement and any amendments, modifications or waivers of the provisions hereof and (ii) all reasonable and documented out-of-pocket expenses incurred by the affected Lenders Administrative Agent and such affected Lenders retain their own counselthe Lenders, limited to the reasonable fees, charges and disbursements of another firm of a single counsel for each group of affected the Administrative Agent and the Lenders, similarly situated, taken as a wholewhole (and, if reasonably necessary, one regulatory counsel and one local counsel in each relevant jurisdiction and, solely in the case of an actual or perceived conflict of interest, additional counsel for similarly affected persons), in connection with the enforcement of, or exercise of remedies in connection with, this Agreement. (b) The Borrower agrees to shall indemnify the Administrative AgentLead Arrangers, the Collateral Agent, Administrative Agent and each Lender, the Issuing Bank and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claimsliabilities, damagescosts and related expenses, liabilities and reasonable and documented or invoiced out-of-pocket fees and expenses (including reasonable the fees, charges and disbursements and other charges of any environmental consultant and one a single counsel for all Indemnitees Indemnitees, taken as a whole, and, if reasonably necessary, one firm of a single local counsel and a single regulatory counsel to the Indemnitees in each appropriate relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for all Indemnitees (and, solely in the case of an actual or reasonably perceived conflict of interest, where of a single additional counsel to the Borrower is informed of such conflict by the affected Indemnitees and such affected Indemnitees retain their own counsel, of another firm of counsel for each group of similarly affected Indemnitees, similarly situated, taken as a whole) of , incurred by or asserted against any such Indemnitee arising out of, in any way connected connection with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated thereby, the performance by the parties thereto hereto of their respective obligations thereunder or the consummation of the Transactions and the other transactions contemplated thereby (including the syndication of the Credit Facilities)hereunder, (ii) any Loan or the proposed use of the proceeds of the Loans or issuance of Letters of Credittherefrom, (iii) the Transactions, (iv) any Environmental Liability related in any way to the Loan Parties, any actual or alleged presence or Release of their respective subsidiaries Hazardous Materials on or from any property currently or formerly owned, leased or operated by the Loan Parties, any of their respective subsidiaries Borrower or any of their respective predecessorsits Subsidiaries, including the Mortgaged Properties, except that or any Environmental Liability related in any way to the Borrower shall not be obligated to indemnify or any Indemnitees for any environmental condition at any property to the extent negligently caused by an Indemnitee and clearly demonstrated by the Borrower as first occurring after any transfer of the property by foreclosure or by a deed in lieu of foreclosure its Subsidiaries or (ivv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not such claim, litigation, investigation or proceeding is brought by the Borrower, any Lender or any other Person and whether based on tort, contract or any other theory and regardless of whether any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by the Borrowerthereto; provided, any other Loan Party or any of their respective Affiliates); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claimsliabilities, damages, liabilities costs or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (xi) the bad faith, gross negligence, bad faith negligence or willful misconduct of such Indemnitee, (ii) a material breach by such Indemnitee of its express funding obligations under this Agreement or (iii) disputes solely between and among the Indemnitees and not involving any act or omission by the Borrower or its Subsidiaries (excluding, in the case of this clause (iii), actions against the Administrative Agent or any of its controlled Affiliates other person in an agent or any of the officers, directors, employees, agents, advisors or other representative of any of the foregoingarranger role), in each case, acting at the direction of such Indemnitee, (y) a material breach of any of its obligations under this Agreement as determined by a final, non-appealable judgment of a court of competent jurisdiction in a final and non-appealable decision by such Indemnitee or (z) any dispute among Indemnitees (other than a dispute involving claims against the Administrative Agent, the Swingline Lender or the Issuing Bank, in each case in their respective capacitates as such)jurisdiction. This Section 9.05(b9.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimTaxes. (c) To the extent that the Borrower fails to pay any amount required to be paid by them it to the Administrative Agent, the Collateral Agent, the Issuing Bank, the Swingline Lender or the Arrangers (or each of their respective Affiliates) Agent under paragraph (a) or (b) of this Section 9.05Section, each Lender severally agrees to pay to the Administrative Agent, the Collateral Agent, the Issuing Bank, the Swingline Lender or the Arrangers (or each of their respective Affiliates), as the case may be, Agent such Lender’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of 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, the Collateral Agent, the Issuing Bank, the Swingline Lender or the Arrangers (or each of their respective Affiliates) Agent in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the Aggregate Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the time (in each case, determined as if no Lender were a Defaulting Lender). (d) To the extent permitted by applicable law, the Borrower no party hereto shall not assert, and each such party hereby waives, any claim against any Indemniteeother party, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. ; provided that, nothing in this clause (ed) The provisions shall relieve the Borrower of any obligation it may have to indemnify an Indemnitee against special, indirect, consequential or punitive damages asserted against such Indemnitee by a third party. No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Section 9.05 shall remain operative and in full force and effect regardless of Agreement or the expiration of the term of this Agreement, the consummation of other Loan Documents or the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity hereby or unenforceability of any term or provision of this Agreement or any other Loan Document or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank. All amounts due under this Section 9.05 shall be payable within thirty (30) days after written demand thereforthereby.

Expenses; Indemnity. (a) The Borrower agrees to pay (i) all reasonable and documented or invoiced out-of-pocket fees and expenses (i) incurred by the Administrative Agent, the Collateral Agent, Agent the Issuing Bank, the Swingline Lender and the Arrangers (Arranger and each Related Party of their respective Affiliates) any of the foregoing Persons in connection with the syndication of the Credit Facilities and the preparation preparation, execution, delivery and administration of this Agreement and the other Loan Credit Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated); provided) (but limited, that the Borrower shall not be responsible pursuant with respect to this clause (i) for legal expenses, to the reasonable and documented fees, disbursements and other charges of one single firm of primary counsel, one single firm of special counsel and disbursements one firm of more than a single primary counsel for the Administrative Agent, the Collateral Agent, the Issuing Bank, the Swingline Lender and the Arrangers (and each of their respective Affiliates) and more than a single additional local counsel for each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions), or applicable jurisdiction) and (ii) all out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, the Arrangers (Arranger, each Lender and each Related Party of their respective Affiliates) or any Lender of the foregoing Persons in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Credit Documents or in connection with the Loans made hereunder or Letters of Credit issued hereunder, including the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Administrative Agent and the Collateral Agent, and, in connection with any such enforcement refinancing or protectionrestructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (but limited, with respect to legal expenses, to the reasonable and documented fees, disbursements and other charges and disbursements of a one single counsel in each appropriate jurisdiction (which may include a single firm of primary counsel, one firm of special counsel acting in multiple jurisdictions) and one firm of additional local counsel for each applicable jurisdiction to the Administrative Agent, the Collateral Agent, the Arrangers Agent and the Lenders (Arranger, taken as a whole, and their respective Affiliates) (and, in the case of an actual or perceived conflict of interest, where the Borrower is informed of such conflict by the affected Lenders and such affected Lenders retain their own counsel, of another one additional single firm of primary counsel and one firm of additional local counsel for each group of affected applicable jurisdiction to the Lenders, similarly situated, taken as a whole). (b) The Borrower agrees to indemnify the Administrative Agent, the Collateral Agent, the Arranger, each Lender, the Issuing Bank Lender and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, penalties, claims, damages, liabilities liabilities, obligations, fines and related expenses, including reasonable counsel fees, charges and disbursements (but limited, with respect to legal expenses, to the reasonable and documented or invoiced out-of-pocket fees and expenses (including reasonable fees, disbursements and other charges of any environmental consultant and one counsel for all Indemnitees and, if necessarysingle firm of primary counsel, one firm of special counsel and one additional firm of local counsel in for each appropriate applicable jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for all similarly situated Indemnitees (andit being agreed that, in the case of an any actual or perceived conflict of interestinterest between or among any Indemnitees, where the Borrower is informed of such conflict by the affected Indemnitees shall be deemed not to be similarly situated and each such affected Indemnitees retain their own counsel, of another firm of counsel for each group of affected IndemniteesIndemnitees shall be entitled to additional counsel as set forth herein), similarly situated, taken as a whole) of incurred by or asserted against any such Indemnitee arising out of, in any way connected with, or as a result of or by reason of (i) the execution or delivery of this Agreement or any other Loan Credit Document or any agreement or instrument contemplated thereby, the performance by the parties thereto of their respective obligations thereunder or the consummation of the Transactions and the other transactions contemplated thereby (including the syndication of the Credit Facilities), (ii) the proposed use of the proceeds of the Loans or issuance of Letters of CreditLoans, (iii) any Environmental Liability related in any way to the Loan Parties, any of their respective subsidiaries or any property currently or formerly owned, leased or operated by the Loan Parties, any of their respective subsidiaries or any of their respective predecessors, including the Mortgaged Properties, except that the Borrower shall not be obligated to indemnify any Indemnitees for any environmental condition at any property to the extent negligently caused by an Indemnitee and clearly demonstrated by the Borrower as first occurring after any transfer of the property by foreclosure or by a deed in lieu of foreclosure or (iv) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by the Borrower, any other Loan Credit Party or any of their respective Affiliates) or (iv) the actual or alleged presence of or exposure to Hazardous Materials in the indoor or outdoor air, surface water or groundwater or on the surface or subsurface of any Real Property at any time owned, leased or operated by the Borrower or any of the Borrower’s Subsidiaries, the generation, storage, transportation, handling, Release or disposal of Hazardous Materials by the Borrower or any of the Borrower’s Subsidiaries at any location, whether or not owned, leased or operated by the Borrower or any of the Borrower’s Subsidiaries, the non-compliance by, or liability of or relating to, the Borrower, any of the Borrower’s Subsidiaries or any Real Property at any time owned, leased or operated by the Borrower or any of the Borrower’s Subsidiaries with, relating to, or under any Environmental Law (including applicable permits thereunder), or any Environmental Claim threatened or asserted in writing against or relating to the Borrower, any of the Borrower’s Subsidiaries or any Real Property at any time owned, leased or operated by the Borrower or any of the Borrower’s Subsidiaries; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the gross negligence, bad faith or faith, willful misconduct of such Indemnitee or any of its controlled Affiliates or any of the officers, directors, employees, agents, advisors or other representative of any of the foregoing, in each case, acting at the direction material breach of such Indemnitee, (y) a material breach of any of its ’s obligations under this Agreement as determined by or any other Credit Document, or from a court of competent jurisdiction in a final and non-appealable decision by such Indemnitee or (z) any dispute solely among Indemnitees (other than any such dispute against any Person acting in its capacity as an “agent” or “arranger” hereunder, as to which such indemnity shall apply) at a dispute involving claims against time when the Administrative Agent, the Swingline Lender or the Issuing Bank, Credit Parties have not breached their obligations hereunder in each case in their respective capacitates as such). This Section 9.05(b) shall not apply with any material respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimof such Indemnitee. (c) To the extent that the Borrower fails to pay any amount required to be paid by them it to the Administrative Agent, the Collateral Agent, the Issuing Bank, the Swingline Lender Agent or the Arrangers (or each of their respective Affiliates) Arranger under paragraph (a) or (b) of this Section 9.05Section, each Lender severally agrees to pay to the Administrative Agent, the Collateral Agent, the Issuing Bank, the Swingline Lender Agent or the Arrangers (or each of their respective Affiliates)Arranger, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of 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, the Collateral Agent, the Issuing Bank, the Swingline Lender Agent or the Arrangers (or each of their respective Affiliates) Arranger in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the Aggregate Revolving Credit Exposure, outstanding Term Loans Exposure and unused Commitments at the time (in each case, determined as if no Lender were a Defaulting Lender). (d) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential consequential, incidental or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement Agreement, any other Credit Document or any agreement or instrument contemplated herebyhereby or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. (e) The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank. All amounts due under this Section 9.05 shall be payable within thirty (30) days not later than ten Business Days after written demand therefor.

Expenses; Indemnity. (a) The Borrower agrees to pay (i) all reasonable and documented or invoiced out-of-pocket fees and expenses (iincluding Other Taxes) incurred by the Administrative Agent, the Collateral Agent, the Issuing Bank, the Swingline Lender and the Arrangers (and each of their respective Affiliates) Agents in connection with the syndication of the Credit Facilities and the preparation and administration of this Agreement and the other Loan Documents (and any amendments, modifications or waivers thereof), or by the Administrative Agents in connection with the syndication of the Commitments or the administration of this Agreement (including expenses incurred in connection with due diligence, initial and ongoing appraisals and Collateral examinations to the extent incurred in accordance with the terms of this Agreement, mortgage recordings, title registrations, UCC filings and other filings in connection with the perfection of the Liens of the Collateral Agent (and the priority thereof) as contemplated hereby and the reasonable fees, disbursements and charges for no more than one counsel in each jurisdiction where Collateral is located) or in connection with the administration of this Agreement and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated by this Agreement shall be consummated); provided, that the Borrower shall not be responsible pursuant to this clause (i) for including the reasonable fees, charges and disbursements of more than a single primary Shearman & Sterling LLP, counsel for the Administrative AgentAgents and the Joint Lead Arrangers, and, if necessary, the Collateral Agentreasonable fees, the Issuing Bankcharges and disbursements of one local counsel per jurisdiction, the Swingline Lender and the Arrangers (and each of their respective Affiliates) and more than a single counsel for each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions), or (ii) all out-of-pocket expenses (including Other Taxes) incurred by the Administrative Agent, the Collateral Agent, the Arrangers (and each of their respective Affiliates) any Agent or any Lender in connection with the enforcement or protection of its their rights in connection with this Agreement and the other Loan Documents or Documents, in connection with the Loans made or the Letters of Credit issued hereunder, including the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Administrative Agent Agents (including any special and the Collateral Agent, and, in connection with any such enforcement or protection, the reasonable fees, charges and disbursements of a single counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for the Administrative Agent, the Collateral Agent, the Arrangers and the Lenders (and their respective Affiliates) (and, in the case of an actual or perceived conflict of interest, where the Borrower is informed of such conflict by the affected Lenders and such affected Lenders retain their own local counsel, of another firm of counsel for each group of affected Lenders, similarly situated, taken as a whole). (b) The Borrower agrees to indemnify the Administrative AgentAgents, the Collateral AgentAgents, the Joint Lead Arrangers, each Issuing Bank, each Lender, the Issuing Bank each of their respective Affiliates and each Related Party of any of the foregoing Persons their respective directors, trustees, officers, employees, agents, trustees and advisors (each such Person person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and reasonable and documented or invoiced out-of-pocket fees and expenses (related expenses, including reasonable counsel fees, charges and disbursements and other charges (except the allocated costs of in-house counsel), incurred by or asserted against any environmental consultant and one counsel for all Indemnitees and, if necessary, one firm of local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for all Indemnitees (and, in the case of an actual or perceived conflict of interest, where the Borrower is informed of such conflict by the affected Indemnitees and such affected Indemnitees retain their own counsel, of another firm of counsel for each group of affected Indemnitees, similarly situated, taken as a whole) of any such Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the Transactions and the other transactions contemplated thereby (including the syndication of the Credit Facilities)by this Agreement, (ii) the proposed use of the proceeds of the Loans or issuance the use of Letters any Letter of Credit, Credit or (iii) any Environmental Liability related in any way to the Loan Parties, any of their respective subsidiaries or any property currently or formerly owned, leased or operated by the Loan Parties, any of their respective subsidiaries or any of their respective predecessors, including the Mortgaged Properties, except that the Borrower shall not be obligated to indemnify any Indemnitees for any environmental condition at any property to the extent negligently caused by an Indemnitee and clearly demonstrated by the Borrower as first occurring after any transfer of the property by foreclosure or by a deed in lieu of foreclosure or (iv) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by Holdings, the Borrower, any other Loan Party Borrower or any of their respective subsidiaries or Affiliates); provided provided, that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee (for purposes of this proviso only, each of the Agents, each Joint Lead Arranger, each Issuing Bank and each Lender shall be treated as several and separate Indemnitees, but each of them together with its respective Related Parties, shall be treated as a single Indemnitee). Subject to and without limiting the generality of the foregoing sentence, the Borrower agrees to indemnify each Indemnitee against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel 166 QDI – A&R Credit Agreement (2014) or consultant fees, charges and disbursements (limited to not more than one counsel, plus, if necessary, one local counsel per jurisdiction) (except the allocated costs of in-house counsel), incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (A) any claim related in any way to Environmental Laws and Holdings, the Borrower or any of their Subsidiaries, or (B) any actual or alleged presence, Release or threatened Release of Hazardous Materials at, under, on, from or to any Property; provided, that such indemnity shall not, as to any Indemnitee, be available (i) to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the gross negligence, bad faith negligence or willful misconduct of such Indemnitee or any of its controlled Affiliates or any of the officers, directors, employees, agents, advisors or other representative of any of the foregoing, in each case, acting at the direction of such IndemniteeRelated Parties, (yii) to the extent arising from a material breach of any of its such Indemnitee’s obligations under the Loan Documents, or (iii) to the extent arising out of any claim, litigation, investigation or proceeding that does not involve an act or omission of the Loan Parties or any of their affiliates and that is brought by an Indemnitee against any other Indemnitee. None of the Indemnitees (or any of their respective affiliates) shall be responsible or liable to the Fund, Holdings, the Borrower or any of their respective subsidiaries, Affiliates or stockholders or any other person or entity for any special, indirect, consequential or punitive damages, which may be alleged as a result of any of the Facilities, the Transactions or any other transaction contemplated by this Agreement. The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of this Agreement as determined or any other Loan Document, or any investigation made by a court or on behalf of competent jurisdiction in a final and non-appealable decision by such Indemnitee or (z) the any dispute among Indemnitees (other than a dispute involving claims against the Administrative Agent, the Swingline Lender any Issuing Bank or the Issuing Bank, in each case in their respective capacitates as such)any Lender. This All amounts due under this Section 9.05(b) 9.05 shall not apply be payable on written demand therefor accompanied by reasonable documentation with respect to Taxes any reimbursement, indemnification or other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimamount requested. (c) To the extent that the Borrower fails Except as expressly provided in Section 9.05(a) with respect to pay Other Taxes, which shall not be duplicative with any amount required amounts paid pursuant to be paid by them to the Administrative AgentSection 2.17, the Collateral Agent, the Issuing Bank, the Swingline Lender or the Arrangers (or each of their respective Affiliates) under paragraph (a) or (b) of this Section 9.05, each Lender severally agrees 9.05 shall not apply to pay to the Administrative Agent, the Collateral Agent, the Issuing Bank, the Swingline Lender or the Arrangers (or each of their respective Affiliates), as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity Taxes on any payment is sought) of 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, the Collateral Agent, the Issuing Bank, the Swingline Lender or the Arrangers (or each of their respective Affiliates) in its capacity as such. For purposes hereof, on a Lender’s “pro rata share” shall be determined based upon its share of the sum of the Aggregate Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the time (in each case, determined as if no Lender were a Defaulting Lender)Loan. (d) To the fullest extent permitted by applicable law, Holdings and the Borrower shall not assert, and hereby waiveswaive, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the Transactionstransactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. (e) The provisions of agreements in this Section 9.05 shall remain operative and in full force and effect regardless survive the resignation of any Agent, any Issuing Bank, the replacement of any Lender, the termination of the expiration Commitments and the repayment, satisfaction or discharge of all the term other Obligations and the termination of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of this . 167 QDI – A&R Credit Agreement or any other Loan Document or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank. All amounts due under this Section 9.05 shall be payable within thirty (30) days after written demand therefor.2014)

Expenses; Indemnity. (a) The Borrower agrees to pay (i) all reasonable and documented or invoiced out-of-pocket fees and expenses (i) incurred by the Administrative Agent, the Collateral Agent, the Issuing BankArranger, the Swingline Syndication Agent, the Documentation Agent, each Swing Line Lender and the Arrangers (and each of their respective Affiliates) Issuing Bank in connection with the syndication of the Credit Facilities and the preparation preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions Transactions hereby or thereby contemplated shall be consummated); provided, that the Borrower shall not be responsible pursuant to this clause (i) for the reasonable fees, charges and disbursements of more than a single primary counsel for the Administrative Agent, the Collateral Agent, the Issuing Bank, the Swingline Lender and the Arrangers (and each of their respective Affiliates) and more than a single counsel for each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions), or (ii) all reasonable out-of-pocket expenses incurred by each Issuing Bank 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, the Collateral Agent, the Arrangers (and each of their respective Affiliates) any Issuing Bank, any Swing Line Lender or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents or in connection with the Loans made or Letters of Credit issued hereunder, including the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx Xxxxxxxxx & Xxxxxxx Xxxxxxxx LLP, counsel for the Administrative Agent and the Collateral Agent, an additional local counsel in each applicable jurisdiction, one specialist counsel for each applicable specialty and additional conflict counsel for each such affected Lenders or Agents or groups of affected Lenders or Agents, as applicable, in the event of any actual or perceived conflict of interest, and, in connection with any such enforcement or protection, the reasonable fees, charges and disbursements of a single any other counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for the Administrative Agent, the Collateral Agent, the Arrangers and the Lenders (and their respective Affiliates) (andany Issuing Bank, in the case of an actual any Swing Line Lender or perceived conflict of interest, where the Borrower is informed of such conflict by the affected Lenders and such affected Lenders retain their own counsel, of another firm of counsel for each group of affected Lenders, similarly situated, taken as a whole)any Lender. (b) The Borrower agrees to indemnify the Administrative Agent, the Collateral Agent, the Arranger, the Syndication Agent and the Documentation Agent, each Issuing Bank, each Swing Line Lender, the Issuing Bank each Lender and each Related Party of any of the foregoing Persons (each such Person being called Person, an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities liabilities, Taxes and reasonable and documented or invoiced out-of-pocket fees and expenses (related expenses, including reasonable counsel fees, disbursements charges and other charges of disbursements, incurred by or asserted against any environmental consultant and one counsel for all Indemnitees and, if necessary, one firm of local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for all Indemnitees (and, in the case of an actual or perceived conflict of interest, where the Borrower is informed of such conflict by the affected Indemnitees and such affected Indemnitees retain their own counsel, of another firm of counsel for each group of affected Indemnitees, similarly situated, taken as a whole) of any such Indemnitee arising out of, in any way connected with, with or as a result of (i) the Credit Facilities, the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated thereby, the performance by the parties thereto of their respective obligations thereunder and, in their capacities hereunder or in connection with or related to this Agreement, the consummation of the Transactions and the other transactions contemplated thereby (including the syndication of the Credit Facilities), (ii) the use of the proceeds or the proposed use of the proceeds of the Loans or issuance of Letters of Credit, (iii) any Environmental Liability related in any way to the Loan Parties, any of their respective subsidiaries or any property currently or formerly owned, leased or operated by the Loan Parties, any of their respective subsidiaries or any of their respective predecessors, including the Mortgaged Properties, except that the Borrower shall not be obligated to indemnify any Indemnitees for any environmental condition at any property to the extent negligently caused by an Indemnitee and clearly demonstrated by the Borrower as first occurring after any transfer of the property by foreclosure or by a deed in lieu of foreclosure or (iv) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by the Borrower or any of its Affiliates), or (iv) any actual or alleged presence or Release of Hazardous Materials on any property currently or formerly owned or operated by the Borrower, any other Loan Party TEP or any of their respective Affiliates)subsidiaries, or any Environmental Liability related in any way to the Borrower, TEP or any of their respective subsidiaries; provided that such the indemnity under this Section 9.05(b) shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from (x) the gross negligence, bad faith negligence or willful misconduct of such Indemnitee or any of its controlled Affiliates or any of the officers, directors, employees, agents, advisors or other representative of any of the foregoing, in each case, acting at the direction of such Indemnitee, (y) a material breach of any of its obligations under this Agreement as determined by a court of competent jurisdiction in a final and non-appealable decision by such Indemnitee or (z) any dispute among Indemnitees (other than a dispute involving claims against the Administrative Agent, the Swingline Lender or the Issuing Bank, in each case in their respective capacitates as such). This Section 9.05(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) To the extent that the Borrower fails to pay any amount required to be paid by them it to the Administrative Agent, the Collateral Agent, the any Issuing Bank, the Swingline Bank or any Swing Line Lender or the Arrangers (or each of their respective Affiliates) under paragraph (a) or (b) of this Section 9.05Section, each Lender severally agrees to pay to the Administrative Agent, the Collateral Agent, the such Issuing Bank, the Swingline Lender Bank or the Arrangers (or each of their respective Affiliates)such Swing Line Lender, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of 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, the Collateral Agent, the such Issuing Bank, the Swingline Bank or such Swing Line Lender or the Arrangers (or each of their respective Affiliates) in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the Aggregate Revolving Credit Exposure, outstanding Term Loans Exposure and unused Commitments at the time (in each case, determined as if no Lender were a Defaulting Lender). (d) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. (e) The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated herebyTransactions, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent, any Lender or the any Issuing Bank. All amounts due under this Section 9.05 shall be payable within thirty (30) days after on written demand therefor.

Expenses; Indemnity. (a) The Borrower agrees to pay (i) all reasonable and documented or invoiced out-of-pocket fees and expenses (iincluding Other Taxes) incurred by the Administrative Agent, the Collateral Agent, the Issuing Bank, the Swingline Lender Joint Lead Arrangers and the Arrangers (and each of their respective Affiliates) Joint Bookrunners in connection with the syndication of the Credit Facilities and the preparation and administration of this Agreement and the other Loan Documents or Documents, or, with respect to the Administrative Agent and the Collateral Agent, in connection with the syndication of commitments or administration of this Agreement and any amendments, modifications modifications, supplements or waivers (or proposed amendments, modifications, supplements or waivers) of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated); providedthereof, that the Borrower shall not be responsible pursuant to this clause (i) for including expenses incurred in connection with due diligence, the reasonable fees, charges and disbursements of more than a single primary counsel for the Administrative Agent, the Collateral Agent, the Issuing Bank, the Swingline Lender Joint Lead Arrangers and the Arrangers (Joint Bookrunners, and each the reasonable fees, charges and disbursements of their respective Affiliates) and more than a single one local counsel for each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions)per jurisdiction, or (ii) all reasonable out-of-pocket expenses incurred by the Administrative AgentL/C Issuer 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 Collateral Agent, the Arrangers (and each of their respective Affiliates) Agents or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents or in connection with the Loans made or Letters of Credit issued hereunder, including the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Administrative Agent Agents and the Collateral AgentLenders (including the reasonable fees, charges and disbursements of counsel for the Agents, the Joint Lead Arrangers and the Joint Bookrunners, and, in connection with any such enforcement or protectionif necessary, the reasonable fees, charges and disbursements of a single one local counsel in each appropriate per jurisdiction (which may include a single special and one additional counsel acting in multiple jurisdictions) for the Administrative Agentaffected persons, taken as a whole, to the Collateral Agent, the Arrangers and the Lenders (and their respective Affiliates) (and, in the case extent of an any actual or perceived conflict of interest, where the Borrower is informed of such conflict by the affected Lenders and such affected Lenders retain their own counsel, of another firm of counsel for each group of affected Lenders, similarly situated, taken as a whole). (b) The Borrower agrees to indemnify the Administrative AgentAgents, the Collateral AgentAdditional Agents, each L/C Issuer, each Lender, the Issuing Bank each of their respective Affiliates and each Related Party of any of the foregoing Persons their respective directors, partners, officers, employees, agents, trustees and advisors (each such Person person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and reasonable and documented or invoiced out-of-pocket fees and expenses (related expenses, including reasonable counsel fees, charges and disbursements (limited to one counsel to the Agents and other charges of any environmental consultant their Related Parties and one local counsel for all Indemnitees to the Agents and their Related Parties in each applicable jurisdiction and, if necessary, one firm of local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for all Indemnitees (and, solely in the case event of an actual or perceived conflict of interest, where one additional counsel in each applicable material jurisdiction to the Borrower is informed other Indemnitees) (except the allocated costs of such conflict in-house counsel) (collectively, “Damages”), incurred by the affected Indemnitees and such affected Indemnitees retain their own counsel, of another firm of counsel for each group of affected Indemnitees, similarly situated, taken as a whole) of or asserted against any such Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document Document, or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of or otherwise relating to the Transactions and the other transactions contemplated thereby (hereby and the administration of the Loan Documents, including the syndication of the Credit Facilities)Puerto Rico Filings, (ii) any Loan or Letter of Credit or the proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the Loans or issuance documents presented in connection with such demand do not strictly comply with the terms of Letters such Letter of Credit), (iii) any Environmental Liability related in any way to the Loan Parties, any of their respective subsidiaries actual or any property currently or formerly owned, leased or operated by the Loan Parties, any of their respective subsidiaries or any of their respective predecessors, including the Mortgaged Properties, except that the Borrower shall not be obligated to indemnify any Indemnitees for any environmental condition at any property to the extent negligently caused by an Indemnitee and clearly demonstrated by the Borrower as first occurring after any transfer of the property by foreclosure or by a deed in lieu of foreclosure or (iv) any prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or not any other theory and regardless of whether any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third third-party or by the Borrower, any other Loan Party Parent or any of their respective its subsidiaries or Affiliates); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee (for purposes of this proviso only, each Agent, each Additional Agent, any L/C Issuer or any Lender shall be treated as several and separate Indemnitees, but each of them together with its respective Related Parties (other than advisors), shall be treated as a single Indemnitee). Subject to and without limiting the generality of the foregoing sentence, the Borrower agrees to indemnify each Indemnitee against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel or consultant fees, charges and disbursements (limited to one counsel to the Agents and their Related Parties and one local counsel to the Agents and their Related Parties in each applicable jurisdiction and, solely in the event of an actual or perceived conflict of interest, one additional counsel in each applicable material jurisdiction to the other Indemnitees) (except the allocated costs of in-house counsel), incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (A) any claim related in any way to Environmental Laws and Parent or any of its subsidiaries, or (B) any actual or alleged presence, Release or threatened Release of Hazardous Materials at, under, on, from or to any property currently or formerly owned, operated or leased by any of them; provided, that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the gross negligence, bad faith negligence or willful misconduct of such Indemnitee or any of its controlled Affiliates Related Parties (for purposes of this proviso only, each Agent, each Additional Agent, any L/C Issuer or any Lender shall be treated as several and separate Indemnitees, but each of them together with its respective Related Parties (other than advisors), shall be treated as a single Indemnitee). None of the Indemnitees (or any of their respective affiliates) shall be responsible or liable to Parent, the officersBorrower or any of their respective subsidiaries, directorsAffiliates or stockholders or any other person or entity for any special, employeesindirect, agentsconsequential or punitive damages, advisors which may be alleged as a result of the Facilities or other representative the Transactions. The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the foregoingObligations, in each case, acting at the direction of such Indemnitee, (y) a material breach invalidity or unenforceability of any term or provision of its obligations this Agreement or any other Loan Document, or any investigation made by or on behalf of any Agent, any Additional Agent, any L/C Issuer or any Lender. All amounts due under this Agreement as determined Section 9.05 shall be payable on written demand therefor accompanied by a court of competent jurisdiction in a final and non-appealable decision by such Indemnitee or (z) any dispute among Indemnitees (other than a dispute involving claims against the Administrative Agent, the Swingline Lender or the Issuing Bank, in each case in their respective capacitates as such). This Section 9.05(b) shall not apply reasonable documentation with respect to Taxes any reimbursement, indemnification or other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimamount requested. (c) To This Section 9.05 shall not apply to Taxes, except Taxes that represent Damages arising from a non-Tax claim (i.e., for the avoidance of doubt, indemnification under this Section 9.05 in respect of a non-Tax claim shall be made to the extent necessary to place the indemnitee in the same after-Tax position that the Borrower fails to pay any amount required to be paid by them to indemnitee would have been in absent the Administrative Agent, the Collateral Agent, the Issuing Bank, the Swingline Lender or the Arrangers (or each of their respective Affiliates) under paragraph (a) or (b) of this Section 9.05, each Lender severally agrees to pay to the Administrative Agent, the Collateral Agent, the Issuing Bank, the Swingline Lender or the Arrangers (or each of their respective Affiliates), as the case may be, such Lender’s pro rata share (determined as occurrence of the time that the applicable unreimbursed expense or indemnity payment is sought) of events giving rise to 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, the Collateral Agent, the Issuing Bank, the Swingline Lender or the Arrangers (or each of their respective Affiliates) in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the Aggregate Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the time (in each case, determined as if no Lender were a Defaulting Lenderindemnification). (d) To the fullest extent permitted by applicable law, Parent and the Borrower shall not assert, and hereby waiveswaive, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the Transactionstransactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby, except to the extent determined by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee. (e) The provisions of agreements in this Section 9.05 shall remain operative and in full force and effect regardless of survive the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document or any investigation made by or on behalf resignation of the Administrative Agent, any L/C Issuer, the Collateral Agentreplacement of any Lender, any Lender the termination of the Commitments and the repayment, satisfaction or discharge of all the Issuing Bank. other Obligations and the termination of this Agreement. (f) All amounts due under this Section 9.05 shall be payable within thirty (30) days after written demand thereforas promptly as practicable.

Expenses; Indemnity. (a) The Borrower agrees to pay within thirty (30) days of demand thereof (together with backup documentation supporting such request) (i) all reasonable and documented or invoiced out-of-pocket fees and expenses (iincluding Other Taxes) incurred by the Administrative Agent, Agents and Joint Lead Arrangers in connection with the Collateral Agent, the Issuing Bank, the Swingline Lender preparation of this Agreement and the other Loan Documents, or by the Agents and Joint Lead Arrangers (and each of their respective Affiliates) in connection with the syndication of the Credit Facilities Commitments or the administration of this Agreement (including expenses incurred in connection with due diligence and initial and ongoing Collateral examination to the extent incurred with the reasonable prior approval of the Borrower and the preparation reasonable out-of-pocket fees, disbursements and charges for no more than one (1) outside counsel and, if necessary one (1) local counsel in each material jurisdiction where Collateral is located for such persons, taken as a whole) or in connection with the administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions Transactions hereby or thereby contemplated shall be consummated); provided, that the Borrower shall not be responsible pursuant to this clause (i) for the reasonable fees, charges and disbursements of more than a single primary counsel for the Administrative Agent, the Collateral Agent, the Issuing Bank, the Swingline Lender and the Arrangers (and each of their respective Affiliates) and more than a single counsel for each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions), or (ii) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, the Agents or Joint Lead Arrangers (and each of their respective Affiliates) or any Lender in connection with the enforcement or protection of its their rights in connection with this Agreement and the other Loan Documents or Documents, in connection with the Term Loans made or Letters of Credit issued hereunder, hereunder (including the reasonable out-of-pocket fees, charges and disbursements of Xxxxxx Xxxxxx Xxxxxxx Xxxxxxx & Xxxxxxx Xxxxxxxx LLP, counsel for the Administrative Agent Agents and the Collateral AgentJoint Lead Arrangers, and, in connection with any such enforcement or protection, if necessary (x) the reasonable out-of-pocket fees, charges and disbursements of a single one (1) local counsel in each appropriate per relevant material jurisdiction and (which may include a single special counsel acting in multiple jurisdictionsy) for the Administrative Agent, the Collateral Agent, the Arrangers and the Lenders (and their respective Affiliates) (and, in the case of an actual or perceived potential conflict of interest, where the Borrower is informed reasonable out-of-pocket fees, charges and disbursements of such conflict by the one (1) additional counsel to all affected Lenders and such affected Lenders retain their own counsel, of another firm of counsel for each group of affected Lenders, similarly situatedpersons, taken as a whole). (b) The Borrower agrees to indemnify the Administrative Agent, the Collateral AgentJoint Lead Arrangers, each Lender, the Issuing Bank Lender and each Related Party of any their respective Affiliates, successors and assigns and the directors, trustees, officers, employees, advisors, controlling persons and agents of each of the foregoing Persons (each such Person person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and reasonable and documented or invoiced out-of-pocket fees costs and related expenses (including reasonable out-of-pocket documented fees, charges and disbursements and other charges of any environmental consultant and one counsel for all Indemnitees Xxxxxxx Xxxxxxx & Xxxxxxxx LLP and, if necessary, one firm of (1) local counsel in each appropriate relevant material jurisdiction (which may include to the Agents or Joint Lead Arrangers, taken as a single special counsel acting whole, in multiple jurisdictions) for all Indemnitees (each relevant jurisdiction and, in the case of an actual or perceived potential conflict of interest, where the Borrower is informed of such conflict by the affected Indemnitees and such affected Indemnitees retain their own counsel, of another firm of one (1) additional counsel for each group of to all affected Indemnitees, similarly situated, taken as a whole) of incurred by or asserted against any such Indemnitee arising out of, in any way connected withrelating to, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the Transactions (including the payment of the Transaction Costs) and the other transactions contemplated thereby (including the syndication of the Credit Facilities)hereby, (ii) the proposed use of the proceeds of the Loans or issuance of Letters of Credit, (iii) any Environmental Liability related in any way to the Loan Parties, any of their respective subsidiaries or any property currently or formerly owned, leased or operated by the Loan Parties, any of their respective subsidiaries or any of their respective predecessors, including the Mortgaged Properties, except that the Borrower shall not be obligated to indemnify any Indemnitees for any environmental condition at any property to the extent negligently caused by an Indemnitee and clearly demonstrated by the Borrower as first occurring after any transfer of the property by foreclosure or by a deed in lieu of foreclosure or (iv) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by the Borrowerthereto, any other Loan Party or any of their respective Affiliates); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or costs or related expenses (x) are determined by a judgment of a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) by reason of the gross negligence, bad faith or willful misconduct of such Indemnitee of, or any of its controlled Affiliates or any of the officersmaterial breach by, directors, employees, agents, advisors or other representative of any of the foregoing, in each case, acting at the direction of such Indemnitee, (y) a material breach arise out of any of its obligations under this Agreement as determined by a court of competent jurisdiction in a final and non-appealable decision claim, litigation, investigation or proceeding brought by such Indemnitee (or its Related Parties) against another Indemnitee (zor its Related Parties) any dispute among Indemnitees (other than a dispute involving claims any claim, litigation, investigation or proceeding brought by or against the Administrative Agent, acting in its capacity as Administrative Agent) that does not involve any act or omission of the Swingline Lender Sponsor, the Borrower or any of its Subsidiaries and arises out of disputes among the Issuing BankLenders and/or their transferees. The Borrower shall not be liable for any settlement of any proceeding referred to in this Section 9.05 effected without the Borrower’s written consent (such consent not to be unreasonably withheld or delayed); provided, however, that the Borrower shall indemnify the Indemnitees from and against any loss or liability by reason of such settlement if the Borrower was offered the right to assume the defense of such proceeding and did not assume such defense or such proceeding was settled with the written consent of the Borrower, subject to, in each case in their respective capacitates as such). This Section 9.05(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) To the extent that the Borrower fails to pay any amount required to be paid by them to the Administrative Agentcase, the Collateral Agent, Borrower’s right in this Section 9.05 to claim an exemption from such indemnity obligations. The Borrower shall indemnify the Issuing Bank, Indemnitees from and against any final judgment for the Swingline Lender or the Arrangers (or each of their respective Affiliates) under paragraph (a) or (b) of plaintiff in any proceeding referred to in this Section 9.05, each Lender severally agrees to pay subject to the Administrative AgentBorrower’s right in this Section 9.05 to claim an exemption from such indemnity obligations. The Borrower shall not, without the Collateral Agentprior written consent of any Indemnitee, effect any settlement of any pending or threatened proceeding in respect of which such Indemnitee is a party and indemnity could have been sought hereunder by such Indemnitee unless such settlement (i) includes an unconditional release of such Indemnitee (and its Related Parties) from all liability or claims that are the Issuing Banksubject matter of such proceeding and (ii) does not include a statement as to or an admission of fault, the Swingline Lender culpability or the Arrangers a failure to act by or on behalf of any Indemnitee (or each of their respective Affiliatesits Related Parties), as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of 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, the Collateral Agent, the Issuing Bank, the Swingline Lender or the Arrangers (or each of their respective Affiliates) in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the Aggregate Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the time (in each case, determined as if no Lender were a Defaulting Lender). (d) To the extent permitted by applicable law, each party hereto hereby waives for itself (and, in the Borrower shall not assertcase of the Borrower, and hereby waives, for each other Loan Party) any claim against any IndemniteeLoan Party, any Lender, any Agent, any Lender Party, any Joint Lead Arrangers, and their respective affiliates, directors, employees, attorneys, agents or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, or as a result of, or in any way related to, this Agreement or any Loan Document or any agreement or instrument contemplated herebyhereby or thereby or referred to herein or therein, the Transactionstransactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. thereof or any act or omission or event occurring in connection therewith, and each party hereto (eand in the case of the Borrower on behalf of each other Loan Party) hereby waive, release and agree not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor; provided that nothing contained in this sentence shall limit the Borrower’s indemnity obligations to the extent such special, indirect, consequential or punitive damages are included in any third party claim in connection with which such indemnified person is entitled to indemnification hereunder. The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of CreditObligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document Document, or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent, Agent or any Lender or the Issuing BankLender. All amounts due under this Section 9.05 shall be payable within thirty (30) days after on written demand therefortherefor accompanied by reasonable documentation with respect to any reimbursement, indemnification or other amount requested. (c) Except as expressly provided in Section 9.05(a) with respect to Other Taxes, which shall not be duplicative with any amounts paid pursuant to Section 2.17, this Section 9.05 shall not apply to Taxes other than Taxes arising from a non-Tax claim. (d) Notwithstanding the foregoing paragraphs in this Section, if it is found by a final, non-appealable judgment of a court of competent jurisdiction in any such action, proceeding or investigation that any loss, claim, damage, liability or cost or related expense of any Indemnitee has resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee (or any of its Related Parties) or a material breach of the Loan Documents by such Indemnitee (or any of its Related Parties), such Indemnitee will repay such portion of the reimbursed amounts previously paid to such Indemnitee under this Section that is attributable to expenses incurred in relation to the set or omission of such Indemnitee which is the subject of such finding.

Expenses; Indemnity. (a) The Borrower agrees and Holdings agree, jointly and severally, to pay all reasonable and documented or invoiced out-of-pocket fees and expenses (i) incurred by the Arrangers, the Administrative Agent, the Collateral Agent, the Issuing Bank, Bank and the Swingline Lender and the Arrangers (and each of their respective Affiliates) in connection with the syndication of the Credit Facilities and the preparation and administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated); provided) or incurred by the Arrangers, that the Borrower shall not be responsible pursuant to this clause (i) for the reasonable fees, charges and disbursements of more than a single primary counsel for the Administrative Agent, the Collateral Agent, the Issuing Bank, the Swingline Lender and the Arrangers (and each of their respective Affiliates) and more than a single counsel for each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions), or (ii) incurred by the Administrative Agent, the Collateral Agent, the Arrangers (and each of their respective Affiliates) or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents or in connection with the Loans made or Letters of Credit issued hereunder, including the reasonable fees, disbursements and other charges and disbursements of Xxxxxx Xxxxxx Cravath, Swaine & Xxxxxxx Xxxxx LLP, counsel for the Administrative Agent and the Collateral Agent, and, in connection with any such enforcement or protection, the reasonable fees, disbursements and other charges of one outside counsel and disbursements of a single one local counsel in each appropriate any jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for as the Arrangers, the Administrative Agent, the Collateral Agent, the Arrangers and Issuing Bank, the Lenders (and their respective Affiliates) (and, in the case of an actual Swingline Lender or perceived conflict of interest, where the Borrower is informed of such conflict by the affected Lenders and such affected Lenders retain their own counsel, of another firm of counsel for each group of affected Lenders, similarly situated, taken as a whole)any Lender determine to be reasonably necessary. (b) The Borrower agrees and Holdings agree, jointly and severally, to indemnify each Arranger, the Administrative Agent, the Collateral Agent, each Lender, the Issuing Bank Bank, the Swingline Lender and each Related Party of any of the foregoing Persons persons and their successors and assigns (each such Person person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all lossescosts, claims, damages, liabilities and reasonable and documented or invoiced out-of-pocket fees and expenses (including reasonable fees, out-of-pocket disbursements and other charges of any environmental consultant one primary counsel and one counsel for all Indemnitees and, if necessary, one firm of local counsel to the Indemnitees taken as a whole in each appropriate jurisdiction relevant jurisdiction; provided, that if (which a) one or more Indemnitees shall have reasonably concluded that there may include a single special counsel acting be legal defenses available to it that are different from or in multiple jurisdictionsaddition to those available to one or more other Indemnitees or (b) for all the representation of the Indemnitees (and, in or any portion thereof) by the case of an same counsel would be inappropriate due to actual or perceived conflict potential differing interests between them, then such expenses shall include the reasonable fees, out-of-pocket disbursements and other charges of interest, where the Borrower is informed of one separate counsel to such conflict by the affected Indemnitees and such affected Indemnitees retain their own counsel, of another firm of counsel for each group of affected Indemnitees, similarly situated, taken as a whole) , in each relevant jurisdiction, and liabilities of any such Indemnitee arising out of, of or in any way connected with, or as a result of connection with (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated thereby, the performance by the parties thereto of their respective obligations thereunder or the consummation of the Transactions and the other transactions contemplated thereby (including the syndication of the Credit Facilities), (ii) the proposed use of the proceeds of the Loans or issuance of Letters of Credit, (iii) any Environmental Liability related in any way to the Loan Parties, any of their respective subsidiaries or any property currently or formerly owned, leased or operated by the Loan Parties, any of their respective subsidiaries or any of their respective predecessors, including the Mortgaged Properties, except that the Borrower shall not be obligated to indemnify any Indemnitees for any environmental condition at any property to the extent negligently caused by an Indemnitee and clearly demonstrated by the Borrower as first occurring after any transfer of the property by foreclosure or by a deed in lieu of foreclosure or (iv) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by the Borrower, any other Loan Party or any of their respective Affiliates), or (iv) any actual or alleged presence or Release of Hazardous Materials on any property currently or formerly owned or operated by Holdings, the Borrower or any of the Subsidiaries, or any Environmental Liability related in any way to Holdings, the Borrower or the Subsidiaries; provided provided, that such indemnity shall not, as to any Indemnitee, be available to the extent that such lossescosts, claims, damages, expenses or liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the gross negligence, bad faith or willful misconduct of such Indemnitee (or any of its controlled Affiliates Related Parties) or any of the officers, directors, employees, agents, advisors or other representative of any of the foregoing, in each case, acting at the direction of such Indemnitee, (y) a material breach of its (or its Related Parties’) obligations hereunder or relate to the presence or Release of Hazardous Materials that first occur at any of its obligations under this Agreement as determined property owned by a court of competent jurisdiction in a final and non-appealable decision by Holdings or the Borrower after such property is transferred to any Indemnitee or (z) any dispute among Indemnitees (other than a dispute involving claims against the Administrative Agentits successors or assigns by foreclosure, the Swingline Lender deed-in-lieu of foreclosure or the Issuing Bank, in each case in their respective capacitates as such). This Section 9.05(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimsimilar transfer. (c) To the extent that Holdings and the Borrower fails fail to pay any amount required to be paid by them to the Administrative Agent, the Collateral Agent, the Issuing Bank, Bank or the Swingline Lender or the Arrangers (or each of their respective Affiliates) under paragraph (a) or (b) of this Section 9.05Section, each Lender severally agrees to pay to the Administrative Agent, the Collateral Agent, the Issuing Bank, Bank or the Swingline Lender or the Arrangers (or each of their respective Affiliates)Lender, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided 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, the Collateral Agent, the Issuing Bank, Bank or the Swingline Lender or the Arrangers (or each of their respective Affiliates) in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the Aggregate Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the time (in each case, determined as if no Lender were a Defaulting Lender)time. (d) To the extent permitted by applicable law, the Borrower no party hereto shall not assert, and each party hereto hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. (e) The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of survive the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document Document, or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank. All amounts due under this Section 9.05 shall be payable within thirty (30) 30 days after written demand therefor.

Expenses; Indemnity. (a) The Each Borrower agrees to pay (i) all reasonable and documented or invoiced out-of-pocket fees and expenses (i) incurred by the Administrative Agent, the Collateral Agent, the Issuing BankArrangers, the Swingline Co-Syndication Agents, the Co-Documentation Agents, the Swing Line Lender and the Arrangers (and each of their respective Affiliates) Issuing Bank in connection with the syndication of the Credit Facilities and the preparation preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated); provided, that the Borrower shall not be responsible pursuant to this clause (i) for the reasonable fees, charges and disbursements of more than a single primary counsel for the Administrative Agent, the Collateral Agent, the Issuing Bank, the Swingline Lender and the Arrangers (and each of their respective Affiliates) and more than a single counsel for each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions), or (ii) all reasonable documented out-of-pocket expenses incurred by each Issuing Bank 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, the Collateral Agent, any Issuing Bank, the Arrangers (and each of their respective Affiliates) Swing Line Lender or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents or in connection with the Loans made or Letters of Credit issued hereunder, including the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Administrative Agent and the Collateral Agent, and, in connection with any such enforcement or protection, the reasonable fees, charges and disbursements of a single an additional local counsel in each appropriate jurisdiction (which may include a single special applicable jurisdiction, one specialist counsel acting in multiple jurisdictions) for the Administrative Agenteach applicable specialty and additional conflict counsel for each such affected Lenders or Agents or groups of affected Lenders or Agents, the Collateral Agent, the Arrangers and the Lenders (and their respective Affiliates) (andas applicable, in the case event of an any actual or perceived conflict of interest, where the Borrower is informed of such conflict by the affected Lenders and such affected Lenders retain their own counsel, of another firm of counsel for each group of affected Lenders, similarly situated, taken as a whole). (b) The Each Borrower agrees to indemnify the Administrative Agent, the Collateral Agent, the Arrangers, the Co-Syndication Agents and the Co-Documentation Agents, each Issuing Bank, the Swing Line Lender, the Issuing Bank each Lender and each Related Party of any of the foregoing Persons (each such Person being called Person, an “IndemniteeProtected Person”) against, and to hold each Indemnitee Protected Person harmless from, any and all losses, claims, damages, liabilities liabilities, Taxes and reasonable and documented or invoiced out-of-pocket fees and expenses (related expenses, including reasonable counsel fees, disbursements charges and other charges of disbursements, incurred by or asserted against any environmental consultant and one counsel for all Indemnitees and, if necessary, one firm of local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for all Indemnitees (and, in the case of an actual or perceived conflict of interest, where the Borrower is informed of such conflict by the affected Indemnitees and such affected Indemnitees retain their own counsel, of another firm of counsel for each group of affected Indemnitees, similarly situated, taken as a whole) of any such Indemnitee Protected Person arising out of, in any way connected with, or as a result of (i) the Credit Facilities, the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated thereby, the performance by the parties thereto of their respective obligations thereunder and, in their capacities hereunder or in connection with or related to this Agreement, the consummation of the Transactions and the other transactions contemplated thereby (including the syndication of the Credit Facilities), (ii) the use of the proceeds or the proposed use of the proceeds of the Loans or issuance of Letters of Credit, (iii) any Environmental Liability related in any way to the Loan Parties, any of their respective subsidiaries or any property currently or formerly owned, leased or operated by the Loan Parties, any of their respective subsidiaries or any of their respective predecessors, including the Mortgaged Properties, except that the Borrower shall not be obligated to indemnify any Indemnitees for any environmental condition at any property to the extent negligently caused by an Indemnitee and clearly demonstrated by the Borrower as first occurring after any transfer of the property by foreclosure or by a deed in lieu of foreclosure or (iv) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee Protected Person is a party thereto (and regardless of whether such matter is initiated by a third party or by the any Borrower, any other Loan Party or any of their respective Affiliates), or (iv) any actual or alleged presence or Release of Hazardous Materials on any property currently or formerly owned or operated by any Borrower or any of the Subsidiaries, or any Environmental Liability related in any way to any Borrower or any of the Subsidiaries; provided that such the indemnity under this Section 9.05(b) shall not, as to any IndemniteeProtected Person, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from (x) the bad faith, gross negligence, bad faith negligence or willful misconduct of such Indemnitee or any of its controlled Affiliates or any of the officers, directors, employees, agents, advisors or other representative of any of the foregoing, in each case, acting at the direction of such Indemnitee, (y) a material breach of any of its obligations under this Agreement as determined by a court of competent jurisdiction in a final and non-appealable decision by such Indemnitee or (z) any dispute among Indemnitees (other than a dispute involving claims against the Administrative Agent, the Swingline Lender or the Issuing Bank, in each case in their respective capacitates as such)Protected Person. This Section 9.05(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) To the extent that the any Borrower fails to pay any amount required to be paid by them it to the Administrative Agent, the Collateral Agent, the any Issuing Bank, the Swingline Lender Bank or the Arrangers (or each of their respective Affiliates) Swing Line Lender under paragraph (a) or (b) of this Section 9.05Section, each Lender severally agrees to pay to the Administrative Agent, the Collateral Agent, the such Issuing Bank, the Swingline Lender Bank or the Arrangers (or each of their respective Affiliates)Swing Line Lender, as the case may be, such LenderXxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of 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, the Collateral Agent, the such Issuing Bank, the Swingline Lender Bank or the Arrangers (or each of their respective Affiliates) Swing Line Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the Aggregate Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the time (in each case, determined as if no Lender were a Defaulting Lender). (d) To the extent permitted by applicable lawLaw, the Borrower each party hereto agrees that it shall not assert, and hereby waives, any claim against any Indemniteeother party hereto or any Protected Person, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. (e) The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document Document, or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent, any Lender or the any Issuing Bank. All amounts due under this Section 9.05 shall be payable within thirty (30) days after on written demand therefor.

Expenses; Indemnity. (a) The Borrower agrees and Holdings agree, jointly and severally, to pay all reasonable and documented or invoiced out-of-pocket fees and expenses (i) incurred by the Administrative AgentArrangers, the Collateral Agent, the Issuing Bank, the Swingline Lender Administrative Agent and the Arrangers (and each of their respective Affiliates) Collateral Agent in connection with the syndication of the Credit Facilities Facility and the preparation and administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated); provided) or incurred by the Arrangers, that the Borrower shall not be responsible pursuant to this clause (i) for the reasonable fees, charges and disbursements of more than a single primary counsel for the Administrative Agent, the Collateral Agent, the Issuing Bank, the Swingline Lender and the Arrangers (and each of their respective Affiliates) and more than a single counsel for each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions), or (ii) incurred by the Administrative Agent, the Collateral Agent, the Arrangers (and each of their respective Affiliates) Agent or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents or in connection with the Loans made or Letters of Credit issued hereunder, including the reasonable fees, disbursements and other charges and disbursements of Xxxxxx Xxxxxx Cravath, Swaine & Xxxxxxx Xxxxx LLP, counsel for the Administrative Agent and the Collateral Agent, and, in connection with any such enforcement or protection, the reasonable fees, disbursements and other charges of one outside counsel and disbursements of a single one local counsel in each appropriate any jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for as the Arrangers, the Administrative Agent, the Collateral Agent, the Arrangers and the Lenders (and their respective Affiliates) (and, in the case of an actual Agent or perceived conflict of interest, where the Borrower is informed of such conflict by the affected Lenders and such affected Lenders retain their own counsel, of another firm of counsel for each group of affected Lenders, similarly situated, taken as a whole)any Lender determine to be reasonably necessary. (b) The Borrower agrees and Holdings agree, jointly and severally, to indemnify each Arranger, the Administrative Agent, the Collateral Agent, each Lender, the Issuing Bank Lender and each Related Party of any of the foregoing Persons persons and their successors and assigns (each such Person person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all lossescosts, claims, damages, liabilities and reasonable and documented or invoiced out-of-pocket fees and expenses (including reasonable fees, out-of-pocket disbursements and other charges of any environmental consultant one primary counsel and one counsel for all Indemnitees and, if necessary, one firm of local counsel to the Indemnitees taken as a whole in each appropriate jurisdiction relevant jurisdiction; provided, that if (which a) one or more Indemnitees shall have reasonably concluded that there may include a single special counsel acting be legal defenses available to it that are different from or in multiple jurisdictionsaddition to those available to one or more other Indemnitees or (b) for all the representation of the Indemnitees (and, in or any portion thereof) by the case of an same counsel would be inappropriate due to actual or perceived conflict potential differing interests between them, then such expenses shall include the reasonable fees, out-of-pocket disbursements and other charges of interest, where the Borrower is informed of one separate counsel to such conflict by the affected Indemnitees and such affected Indemnitees retain their own counsel, of another firm of counsel for each group of affected Indemnitees, similarly situated, taken as a whole) , in each relevant jurisdiction, and liabilities of any such Indemnitee arising out of, of or in any way connected with, or as a result of connection with (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated thereby, the performance by the parties thereto of their respective obligations thereunder or the consummation of the Transactions and the other transactions contemplated thereby (including the syndication of the Credit FacilitiesFacility), (ii) the proposed use of the proceeds of the Loans or issuance of Letters of CreditLoans, (iii) any Environmental Liability related in any way to the Loan Parties, any of their respective subsidiaries or any property currently or formerly owned, leased or operated by the Loan Parties, any of their respective subsidiaries or any of their respective predecessors, including the Mortgaged Properties, except that the Borrower shall not be obligated to indemnify any Indemnitees for any environmental condition at any property to the extent negligently caused by an Indemnitee and clearly demonstrated by the Borrower as first occurring after any transfer of the property by foreclosure or by a deed in lieu of foreclosure or (iv) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by the Borrower, any other Loan Party or any of their respective Affiliates), or (iv) any actual or alleged presence or Release of Hazardous Materials on any property currently or formerly owned or operated by Holdings, the Borrower or any of the Subsidiaries, or any Environmental Liability related in any way to Holdings, the Borrower or the Subsidiaries; provided provided, that such indemnity shall not, as to any Indemnitee, be available to the extent that such lossescosts, claims, damages, expenses or liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the gross negligence, bad faith or willful misconduct of such Indemnitee (or any of its controlled Affiliates Related Parties) or any of the officers, directors, employees, agents, advisors or other representative of any of the foregoing, in each case, acting at the direction of such Indemnitee, (y) a material breach of its (or its Related Parties’) obligations hereunder or relate to the presence or Release of Hazardous Materials that first occur at any of its obligations under this Agreement as determined property owned by a court of competent jurisdiction in a final and non-appealable decision by Holdings or the Borrower after such property is transferred to any Indemnitee or (z) any dispute among Indemnitees (other than a dispute involving claims against the Administrative Agentits successors or assigns by foreclosure, the Swingline Lender deed-in-lieu of foreclosure or the Issuing Bank, in each case in their respective capacitates as such). This Section 9.05(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimsimilar transfer. (c) To the extent that Holdings and the Borrower fails fail to pay any amount required to be paid by them to the Administrative Agent, Agent or the Collateral Agent, the Issuing Bank, the Swingline Lender or the Arrangers (or each of their respective Affiliates) Agent under paragraph (a) or (b) of this Section 9.05Section, each Lender severally agrees to pay to the Administrative Agent, Agent or the Collateral Agent, the Issuing Bank, the Swingline Lender or the Arrangers (or each of their respective Affiliates), as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided 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, Agent or the Collateral Agent, the Issuing Bank, the Swingline Lender or the Arrangers (or each of their respective Affiliates) Agent in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the Aggregate Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the time (in each case, determined as if no Lender were a Defaulting Lender)time. (d) To the extent permitted by applicable law, the Borrower no party hereto shall not assert, and each party hereto hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, Transactions or any Loan or Letter of Credit or the use of the proceeds thereof. (e) The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of survive the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document Document, or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent, Agent or any Lender or the Issuing BankLender. All amounts due under this Section 9.05 shall be payable within thirty (30) 30 days after written demand therefor.

Expenses; Indemnity. (a) The Borrower agrees Borrowers and Holdings agree, severally and not jointly, to pay all reasonable and documented or invoiced out-of-pocket fees and expenses (i) incurred by of the Administrative Agent, the Collateral Agent and the Lead Arranger (including but not limited to reasonable and documented legal fees, disbursements and other charges of one primary outside counsel (absent a conflict of interest) and, in the case of a conflict of interest, where such conflicted party informs the Borrowers of such conflict and thereafter retains its own counsel, of another counsel for similarly situated affected persons), one special maritime counsel and one firm of local counsel in each relevant jurisdiction) and reasonable and documented expenses of the Administrative Agent, the Issuing Bank, the Swingline Lender Collateral Agent and the Arrangers (and each of their respective Affiliates) in connection Lead Arranger associated with the syndication of the Credit Facilities Term Loan Facility and the preparation preparation, execution and administration delivery, administration, amendment, waiver or modification (including proposed amendments, waivers or modifications) of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated); provided, that the Borrower shall not be responsible pursuant to this clause (i) for the reasonable fees, charges and disbursements of more than a single primary counsel for the Administrative Agent, the Collateral Agent, the Issuing Bank, the Swingline Lender and the Arrangers (and each of their respective Affiliates) and more than a single counsel for each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions), or (ii) incurred by the Administrative Agent, the Collateral Agent, the Arrangers (and each of their respective Affiliates) Lead Arranger or any Lender (including but not limited to reasonable legal fees and expenses of one primary outside counsel (absent a conflict of interest) and, in connection the case of a conflict of interest, where such conflicted party informs the Borrowers of such conflict and thereafter retains its own counsel, of another counsel for similarly situated affected persons), one special maritime counsel and one firm of local counsel in each relevant jurisdiction) and for workout proceedings, enforcement costs and documentary taxes associated with the enforcement or protection of its rights in connection Loan Documents, including with this Agreement and the other Loan Documents or in connection with respect to the Loans made or Letters of Credit issued hereunder. (b) The Borrowers, including the reasonable feesseverally and not jointly, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for agree to indemnify the Administrative Agent and Agent, the Collateral Agent, and, in connection with any such enforcement or protectionthe Lead Arranger, the Lenders and each Related Party of any of the foregoing persons (each such person being called an “Indemnitee”) and hold each Indemnitee harmless from and against all reasonable out-of-pocket costs, expenses (including reasonable and documented and invoiced fees, disbursements and other charges of one counsel for all Indemnitees, one special maritime counsel and disbursements one primary firm of a single local counsel in each appropriate relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for the Administrative Agent, the Collateral Agent, the Arrangers and the Lenders (and their respective Affiliates) (and, in the case of an actual or perceived conflict of interest, where the Borrower is informed of such conflict by the affected Lenders and such affected Lenders retain their own counsel, of another firm of counsel for each group of affected Lenders, similarly situated, taken as a whole). (b) The Borrower agrees to indemnify the Administrative Agent, the Collateral Agent, each Lender, the Issuing Bank and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and reasonable and documented or invoiced out-of-pocket fees and expenses (including reasonable fees, disbursements and other charges of any environmental consultant and one counsel for all Indemnitees and, if necessary, one firm of local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) jurisdictions for all Indemnitees (and, in the case of an actual or perceived a conflict of interest, where the Borrower is informed Indemnitee affected by such conflict informs the Borrowers of such conflict by the affected Indemnitees and such affected Indemnitees retain their thereafter retains its own counsel, of another firm of counsel for each group of similarly situated affected Indemnitees)), similarly situatedclaims, taken as a whole) damages, losses and liabilities of any such Indemnitee arising out of, relating to or in connection with the Term Loan Facility and any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated therebydocumentation related thereto, the performance by the parties thereto of their respective obligations thereunder actual or the consummation of the Transactions and the other transactions contemplated thereby (including the syndication of the Credit Facilities), (ii) the proposed use of the proceeds of the Loans or issuance of Letters of CreditTerm Loan Facility, (iii) any Environmental Liability related in any way to the Loan Parties, any of their respective subsidiaries Transactions or any property currently or formerly ownedtransaction contemplated in connection with the foregoing (including any investigation, leased or operated by the Loan Parties, any of their respective subsidiaries claim or any litigation or other proceeding, or preparation of their respective predecessors, including the Mortgaged Properties, except that the Borrower shall not be obligated to indemnify any Indemnitees for any environmental condition at any property to the extent negligently caused by an Indemnitee and clearly demonstrated by the Borrower as first occurring after any transfer a defense in connection therewith (regardless of the property by foreclosure or by a deed in lieu of foreclosure or (iv) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any such Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by the Borrower, any other Loan Party Borrowers or any of their respective Affiliatesaffiliates or equity holders) that relates to the Transactions, including the financing contemplated hereby or any transactions in connection therewith); , provided that such indemnity shall notno Indemnitee will be indemnified for any cost, as to any Indemnitee, be available expense or liability to the extent that such lossesdetermined in the final, claims, damages, liabilities or related expenses are determined by non-appealable judgment of a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the its gross negligence, bad faith or faith, willful misconduct of such nor for any claims brought by an Indemnitee or any of its controlled Affiliates or any of the officers, directors, employees, agents, advisors or other representative of any of the foregoing, in each case, acting at the direction of such Indemnitee, (y) a material breach of any of its obligations under this Agreement as determined by a court of competent jurisdiction in a final and non-appealable decision by such against another Indemnitee or (z) any dispute among Indemnitees (other than a dispute involving claims against the Administrative Agent, the Swingline Lender Lead Arranger or the Issuing BankAdministrative Agent acting in such capacity), in each case in their respective capacitates as such). This Section 9.05(b) and this provision shall not cover any expenses incurred in connection with the preparation, negotiation or diligence in connection with the Loan Documents; and provided further that the foregoing indemnity shall only apply to the Cayman Borrower and the Cayman Subsidiary Guarantors to the extent such claim, damage, loss or liability arises out of, relates to or is in connection with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimthe Foreign Obligations. (c) To the extent that Holdings and the Borrower fails Borrowers fail to pay any amount required to be paid by them it to the Administrative Agent, the Collateral Agent, the Issuing Bank, the Swingline Lender Agent or the Arrangers (or each of their respective Affiliates) any Lead Arranger under paragraph (a) or (b) of this Section 9.05Section, each Lender severally agrees to pay to the Administrative Agent, the Lead Arranger or the Collateral Agent, the Issuing Bank, the Swingline Lender or the Arrangers (or each of their respective Affiliates), as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of 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, any Lead Arranger or the Collateral Agent, the Issuing Bank, the Swingline Lender or the Arrangers (or each of their respective Affiliates) Agent in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the Aggregate Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the time (in each case, determined as if no Lender were a Defaulting Lender). (d) To the extent permitted by applicable law, none of the Borrower parties hereto shall not assert, and each hereby waives, any claim against any Indemniteeother party hereto, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or Letter of Credit Transactions or the use of the proceeds thereof. (e) The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank. All amounts due under this Section 9.05 shall be payable within thirty (30) days after promptly upon written demand therefor.

Expenses; Indemnity. (a) The Borrower agrees to pay (i) all reasonable and documented or invoiced out-of-pocket fees and expenses (iincluding Other Taxes) incurred by the Administrative Agent, the Collateral Agent, the Issuing Bank, the Swingline Lender Agent and the Joint Lead Arrangers (and each of their respective Affiliates) in connection with the syndication of the Credit Facilities and the preparation and administration of this Agreement and the other Loan Documents or Documents, or, with respect to the Administrative Agent and the Collateral Agent, in connection with the syndication of commitments or administration of this Agreement and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated); providedthereof, that the Borrower shall not be responsible pursuant to this clause (i) for including expenses incurred in connection with due diligence, the reasonable fees, charges and disbursements of more than a single primary Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Administrative Agent, the Collateral Agent, the Issuing Bank, the Swingline Lender Agent and the Arrangers (Joint Lead Arrangers, and each the reasonable fees, charges and disbursements of their respective Affiliates) and more than a single one local counsel for each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions)per jurisdiction, or (ii) all reasonable out-of-pocket expenses incurred by the L/C Issuer 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 (including Other Taxes) incurred by the Administrative Agent, the Collateral Agent, the Arrangers (and each of their respective Affiliates) Agents or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents or in connection with the Loans made or Letters of Credit issued hereunder, including the reasonable fees, charges and disbursements of counsel for the Agents and the Lenders (including the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Administrative Agent Agents and the Collateral AgentJoint Lead Arrangers, and, in connection with any such enforcement or protectionif necessary, the reasonable fees, charges and disbursements of a single one local counsel in each appropriate per jurisdiction (which may include a single special and one additional counsel acting in multiple jurisdictions) for the Administrative Agent, the Collateral Agent, the Arrangers and the Lenders (and their respective Affiliates) (and, in the case of an actual or perceived conflict of interest, where the Borrower is informed of such conflict by the affected Lenders and such affected Lenders retain their own counsel, of another firm of counsel for each group of affected Lenders, similarly situatedpersons, taken as a whole, to the extent of any actual conflict of interest). (b) . The Borrower agrees to indemnify the Administrative AgentAgents, the Collateral AgentAdditional Agents, each L/C Issuer, each Lender, the Issuing Bank each of their respective Affiliates and each Related Party of any of the foregoing Persons their respective directors, partners, officers, employees, agents, trustees and advisors (each such Person person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and reasonable and documented or invoiced out-of-pocket fees and expenses (related expenses, including reasonable counsel fees, charges and disbursements (limited to one counsel to the Agents and other charges of any environmental consultant their Related Parties and one local counsel for all Indemnitees to the Agents and their Related Parties in each applicable jurisdiction and, if necessary, one firm of local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for all Indemnitees (and, solely in the case event of an actual or perceived conflict of interest, where one additional counsel in each applicable material jurisdiction to the Borrower is informed other Indemnitees) (except the allocated costs of such conflict in-house counsel), incurred by the affected Indemnitees and such affected Indemnitees retain their own counsel, of another firm of counsel for each group of affected Indemnitees, similarly situated, taken as a whole) of or asserted against any such Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document Document, or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of or otherwise relating to the Transactions and the other transactions contemplated thereby (including hereby and the syndication administration of the Credit Facilities)Loan Documents, including any required filings with the Puerto Rico Treasury Department, (ii) any Loan or Letter of Credit or the proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the Loans or issuance documents presented in connection with such demand do not strictly comply with the terms of Letters such Letter of Credit), (iii) any Environmental Liability related in any way to the Loan Parties, any of their respective subsidiaries actual or any property currently or formerly owned, leased or operated by the Loan Parties, any of their respective subsidiaries or any of their respective predecessors, including the Mortgaged Properties, except that the Borrower shall not be obligated to indemnify any Indemnitees for any environmental condition at any property to the extent negligently caused by an Indemnitee and clearly demonstrated by the Borrower as first occurring after any transfer of the property by foreclosure or by a deed in lieu of foreclosure or (iv) any prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or not any other theory and regardless of whether any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by Holdings, the Borrower, any other Loan Party Borrower or any of their respective subsidiaries or Affiliates); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from (1) the gross negligence or willful misconduct of such Indemnitee (for purposes this proviso only, each Agent, each Additional Agent, any L/C Issuer or any Lender shall be treated as several and separate Indemnitees, but each of them together with its respective Related Parties (other than advisors), shall be treated as a single Indemnitee) or (2) any material breach of any Loan Document by such Indemnitee. Subject to and without limiting the generality of the foregoing sentence, the Borrower agrees to indemnify each Indemnitee against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel or consultant fees, charges and disbursements (limited to one counsel to the Agents and their Related Parties and one local counsel to the Agents and their Related Parties in each applicable jurisdiction and, solely in the event of an actual conflict of interest, one additional counsel in each applicable material jurisdiction to the other Indemnitees) (except the allocated costs of in-house counsel), incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (A) any claim related in any way to Environmental Laws and Holdings or any of its subsidiaries, or (B) any actual or alleged presence, Release or threatened Release of Hazardous Materials at, under, on, from or to any property currently or formerly owned, operated or leased by any of them; provided, that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x1) the gross negligence, bad faith negligence or willful misconduct of such Indemnitee or any of its controlled Affiliates Related Parties (for purposes this proviso only, each Agent, each Additional Agent, any L/C Issuer or any Lender shall be treated as several and separate Indemnitees, but each of them together with its respective Related Parties (other than advisors), shall be treated as a single Indemnitee) or (2) any material breach of any Loan Document by such Indemnitee. None of the Indemnitees (or any of their respective affiliates) shall be responsible or liable to the officersSponsor, directorsHoldings, employeesthe Borrower or any of their respective subsidiaries, agentsAffiliates or stockholders or any other person or entity for any special, advisors indirect, consequential or other representative punitive damages, which may be alleged as a result of the Facilities or the Transactions. The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the foregoingObligations, in each case, acting at the direction of such Indemnitee, (y) a material breach invalidity or unenforceability of any term or provision of its obligations this Agreement or any other Loan Document, or any investigation made by or on behalf of any Agent, any Additional Agent, any L/C Issuer or any Lender. All amounts due under this Agreement Section 9.05 shall be payable on written demand therefor accompanied by reasonable documentation with respect to any reimbursement, indemnification or other amount requested. (b) Except as determined by a court expressly provided in Section 9.05(a) with respect to Other Taxes, which shall not be duplicative of competent jurisdiction in a final and non-appealable decision by such Indemnitee or (z) any dispute among Indemnitees (other than a dispute involving claims against the Administrative Agentamounts paid pursuant to Section 2.18, the Swingline Lender or the Issuing Bank, in each case in their respective capacitates as such). This this Section 9.05(b) 9.05 shall not apply with respect to Taxes other than any Taxes, except Taxes that represent losses, claims, damages, etc. arising damages or losses resulting from any a non-Tax claim. (c) To the extent that the Borrower fails to pay any amount required to be paid by them to the Administrative Agent, the Collateral Agent, the Issuing Bank, the Swingline Lender or the Arrangers (or each of their respective Affiliates) under paragraph (a) or (b) of this Section 9.05, each Lender severally agrees to pay to the Administrative Agent, the Collateral Agent, the Issuing Bank, the Swingline Lender or the Arrangers (or each of their respective Affiliates), as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of 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, the Collateral Agent, the Issuing Bank, the Swingline Lender or the Arrangers (or each of their respective Affiliates) in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the Aggregate Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the time (in each case, determined as if no Lender were a Defaulting Lender). (d) To the fullest extent permitted by applicable law, Holdings and the Borrower shall not assert, and hereby waiveswaive, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the Transactionstransactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. (d) The agreements in this Section 9.05 shall survive the resignation of the Administrative Agent, any L/C Issuer, the replacement of any Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all the other Obligations and the termination of this Agreement. (e) The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank. All amounts due under this Section 9.05 shall be payable within thirty (30) days after written demand thereforas promptly as practicable.

Expenses; Indemnity. (a) The Borrower agrees to pay all reasonable and documented or invoiced out-of-pocket fees and expenses (i) incurred by the Administrative AgentAgents, the Collateral AgentJoint Lead Arrangers and their respective Affiliates in connection with the preparation of this Agreement, the Issuing Bankother Loan Documents and the Parent Guarantee, or by the Agents, the Swingline Lender Joint Lead Arrangers and the Arrangers (and each of their respective Affiliates) Affiliates in connection with the syndication of the Credit Facilities and Commitments or the preparation and administration of this Agreement (including expenses incurred in connection with due diligence and initial and ongoing Collateral examination to the extent incurred with the reasonable prior approval of the Borrower and the other Loan Documents reasonable fees, disbursements and charges for no more than one counsel in each jurisdiction where Collateral is located) or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions Transactions hereby or thereby contemplated shall be consummated); provided, that the Borrower shall not be responsible pursuant to this clause (i) for the reasonable fees, charges and disbursements of more than a single primary counsel for the Administrative Agent, the Collateral Agent, the Issuing Bank, the Swingline Lender and the Arrangers (and each of their respective Affiliates) and more than a single counsel for each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions), or (ii) incurred by the Administrative AgentAgents, the Collateral Agent, the Joint Lead Arrangers (and each of their respective Affiliates) Affiliates or any Lender in connection with the enforcement or protection of its their rights in connection with this Agreement and Agreement, the other Loan Documents or and the Parent Guarantee, in connection with the Loans made or the Revolving Letters of Credit issued hereunder, including the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP, special New York counsel for the Administrative Agent Agents and the Collateral AgentJoint Lead Arrangers, and, in connection with any such enforcement or protection, the reasonable fees, charges and disbursements of a single any other counsel in each appropriate jurisdiction (which may include a single special including the reasonable and documented allocated costs of internal counsel acting in multiple jurisdictions) for the Administrative AgentAgents, the Collateral AgentJoint Lead Arrangers, the Arrangers and the Lenders (and their respective Affiliates) (andany Issuing Bank or any Lender); provided, in the case of an actual or perceived that, absent any conflict of interest, where the Borrower is informed Agents and the Joint Lead Arrangers shall not be entitled to indemnification for the fees, charges or disbursements of such conflict by the affected Lenders and such affected Lenders retain their own counsel, of another firm of more than one counsel for in each group of affected Lenders, similarly situated, taken as a whole)jurisdiction. (b) The Borrower agrees to indemnify the Administrative AgentAgents, the Collateral AgentJoint Lead Arrangers, the Co-Syndication Agents, the Co-Documentation Agents, each LenderIssuing Bank, the Issuing Bank each Lender and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable and documented or invoiced out-of-pocket fees and expenses (including reasonable counsel fees, disbursements charges and other charges of disbursements, incurred by or asserted against any environmental consultant and one counsel for all Indemnitees and, if necessary, one firm of local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for all Indemnitees (and, in the case of an actual or perceived conflict of interest, where the Borrower is informed of such conflict by the affected Indemnitees and such affected Indemnitees retain their own counsel, of another firm of counsel for each group of affected Indemnitees, similarly situated, taken as a whole) of any such Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or Agreement, any other Loan Document or the Parent Guarantee or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the Transactions and the other transactions contemplated thereby (including the syndication of the Credit Facilities)hereby or thereby, (ii) the proposed use of the proceeds of the Loans or issuance the use of Letters any Revolving Letter of Credit, Credit or (iii) any Environmental Liability related in any way to the Loan Parties, any of their respective subsidiaries or any property currently or formerly owned, leased or operated by the Loan Parties, any of their respective subsidiaries or any of their respective predecessors, including the Mortgaged Properties, except that the Borrower shall not be obligated to indemnify any Indemnitees for any environmental condition at any property to the extent negligently caused by an Indemnitee and clearly demonstrated by the Borrower as first occurring after any transfer of the property by foreclosure or by a deed in lieu of foreclosure or (iv) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not the Borrower, its Subsidiaries or any Indemnitee initiated or is a party thereto (and regardless of whether such matter is initiated by a third party or by the Borrowerthereto, any other Loan Party or any of their respective Affiliates); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by in a final, non-appealable judgment of a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the gross negligence, bad faith faith, material breach of this Agreement, any of the Loan Documents or the Parent Guarantee or willful misconduct of such Indemnitee (treating, for this purpose only, any Agent, any Joint Lead Arranger, any Issuing Bank, any Lender and any of their respective Related Parties as a single Indemnitee). Subject to and without limiting the generality of the foregoing sentence, the Borrower agrees to indemnify each Indemnitee against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable and documented counsel or consultant fees, charges and disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (A) any Environmental Event or Environmental Claim related in any way to the Borrower or any of its Subsidiaries, or (B) any actual or alleged presence, Release or threatened Release of Hazardous Materials at, under, on or from any Real Property currently or formerly owned, leased or operated by the Borrower or any of its Subsidiaries or by any predecessor of the Borrower or any of its Subsidiaries, or any property at which the Borrower or any of its Subsidiaries has sent Hazardous Materials for treatment, storage or disposal, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined in a final, non-appealable judgment of a court of competent jurisdiction to have resulted from the gross negligence, bad faith, material breach of this Agreement, any of the Loan Documents or the Parent Guarantee or willful misconduct of such Indemnitee or any of its controlled Affiliates Related Parties or would have arisen as against the Indemnitee regardless of this Agreement, any other Loan Document or the Parent Guarantee or any Borrowings hereunder. In no event shall any Indemnitee be liable to any Loan Party for any consequential, indirect, special or punitive damages. No Indemnitee shall be liable for any damages arising from the use by unintended recipients of the officers, directors, employees, agents, advisors any information or other representative of any of materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement, the foregoing, in each case, acting at other Loan Documents or the direction Parent Guarantee or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee, (y) a material breach of any of its obligations under this Agreement Indemnitee as determined by in a final, non-appealable judgment of a court of competent jurisdiction in a final and non-appealable decision by such Indemnitee or (z) any dispute among Indemnitees (other than a dispute involving claims against the Administrative Agent, the Swingline Lender or the Issuing Bank, in each case in their respective capacitates as such)jurisdiction. This Section 9.05(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) To the extent that the Borrower fails to pay any amount required to be paid by them to the Administrative Agent, the Collateral Agent, the Issuing Bank, the Swingline Lender or the Arrangers (or each of their respective Affiliates) under paragraph (a) or (b) of this Section 9.05, each Lender severally agrees to pay to the Administrative Agent, the Collateral Agent, the Issuing Bank, the Swingline Lender or the Arrangers (or each of their respective Affiliates), as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of 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, the Collateral Agent, the Issuing Bank, the Swingline Lender or the Arrangers (or each of their respective Affiliates) in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the Aggregate Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the time (in each case, determined as if no Lender were a Defaulting Lender). (d) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. (e) The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of CreditObligations, the invalidity or unenforceability of any term or provision of this Agreement or Agreement, any other Loan Document or the Parent Guarantee, or any investigation made by or on behalf of the Administrative Agent, the Collateral any Agent, any Lender or the Issuing Bank, any Joint Lead Arranger or any Lender. All amounts due under this Section 9.05 shall be payable within thirty (30) days after on written demand therefortherefor accompanied by reasonable documentation with respect to any reimbursement, indemnification or other amount requested. (c) This Section 9.05 shall not apply to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Expenses; Indemnity. (a) The Borrower agrees to pay (i) all reasonable and documented or invoiced out-of-pocket fees and expenses (i) incurred by the Administrative Agent, the Collateral Agent, the Issuing Bank, the Swingline Lender Agents and the Arrangers (and each of their respective Affiliates) in connection with the preparation, negotiation, execution, and closing of this Agreement and the other Loan Documents, or by the Agents and the Arrangers in connection with the initial syndication of the Credit Facilities and (the preparation and payment of such expenses being subject to the occurrence of the Closing Date) or the administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications modifications, supplements or waivers of the provisions hereof or thereof and any other documents or matters requested by the Borrower (or on behalf of any other Loan Party) in connection with this Agreement or any other Loan Documents (whether or not the transactions hereby or thereby contemplated by the Loan Documents shall be consummated); provided, that the Borrower shall not be responsible pursuant to this clause ) (i) for including the reasonable fees, charges and disbursements of more than a single primary counsel, which shall be limited to the reasonable and documented fees, charges and disbursements of Milbank LLP, counsel for the Administrative AgentAgents and the Arrangers, or counsel replacing such counsel, and not more than one counsel in each jurisdiction in which Collateral is located and, solely in the case of an actual or reasonably perceived conflict of interest, one additional counsel per affected similarly situated Indemnitees, taken as a whole), (ii) all actual costs and reasonable and documented out-of-pocket expenses of creating, perfecting, recording, maintaining and preserving Liens in favor of the Collateral Agent, for the Issuing Bankbenefit of the Secured Parties, and in connection with the Swingline Lender custody, preservation, use or operation of, or the sale of, collection from or other realization upon, any of the Collateral, including filing and the Arrangers (recording fees, expenses and each taxes, stamp or documentary taxes, search fees and reasonable and documented fees, expenses and disbursements of their respective Affiliates) and more than a single Milbank LLP, counsel for each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions), or (ii) incurred by the Administrative Agent, the Collateral Agent, or counsel replacing such counsel, and not more than one counsel in each jurisdiction in which Collateral is located and, solely in the Arrangers case of an actual or reasonably perceived conflict of interest, one additional counsel per affected similarly situated Indemnitees, taken as a whole, (and each of their respective Affiliatesiii) all documented out-of-pocket expenses incurred by the Agents or any Lender Party in connection with the enforcement or protection of its their rights (including any costs of settlement) in connection with this Agreement and the other Loan Documents or Documents, in connection with the Loans made hereunder including all such out-of-pocket costs and expenses incurred during any workout, restructuring or Letters negotiations in respect of Credit issued hereunder, such Loans (including the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel one financial advisor for the Administrative Agent Lender Parties (taken as a whole) and the Collateral Agentof counsel, andwhich shall be limited to, in connection with any such enforcement or protection, the reasonable and documented fees, charges and disbursements of a single Milbank LLP, counsel for the Agents and Lenders, or counsel replacing such counsel, and not more than one counsel in each appropriate jurisdiction (in which may include a single special counsel acting in multiple jurisdictions) for the Administrative Agent, the Collateral Agent, the Arrangers and the Lenders (and their respective Affiliates) (is located and, solely in the case of an actual or reasonably perceived conflict of interest, where the Borrower is informed of such conflict by the one additional counsel per affected Lenders and such affected Lenders retain their own counsel, of another firm of counsel for each group of affected Lenders, similarly situatedsituated Indemnitees, taken as a whole). (b) The Borrower agrees to indemnify the Administrative Agenteach Lender Party, the Collateral Agent, each Lender, the Issuing Bank their respective Related Parties and each Related Party of any of the foregoing Persons their respective directors, officers, employees, advisors, agents, affiliates, successors, partners, representatives and permitted assigns (each such Person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related reasonable and documented or invoiced out-of-pocket fees expenses, including reasonable and expenses documented out-of-pocket counsel fees, charges and disbursements, incurred by or asserted against any Indemnitee (including reasonable fees, disbursements and other charges of any environmental consultant and one counsel for all Indemnitees and, if necessary, one firm of local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for all Indemnitees (and, in the case of an actual or perceived conflict of interest, where the Borrower is informed of such conflict by the affected Indemnitees and such affected Indemnitees retain their own counsel, of another firm of counsel for each group of affected Indemnitees, similarly situated, taken as a whole) of any such Indemnitee losses, claims, damages, liabilities and related reasonable and documented out-of-pocket expenses claimed or asserted by any of the Group Members) arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations hereunder or thereunder or the consummation of the Transactions and the other transactions contemplated thereby (including the syndication of the Credit Facilities)Transactions, (ii) any Loan or the proposed use of the proceeds of the Loans therefrom or issuance of Letters of Credit, (iii) any Environmental Liability related in any way to the Loan Parties, any of their respective subsidiaries or any property currently or formerly owned, leased or operated by the Loan Parties, any of their respective subsidiaries or any of their respective predecessors, including the Mortgaged Properties, except that the Borrower shall not be obligated to indemnify any Indemnitees for any environmental condition at any property to the extent negligently caused by an Indemnitee and clearly demonstrated by the Borrower as first occurring after any transfer of the property by foreclosure or by a deed in lieu of foreclosure or (iv) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by the Borrowerthereto, any other Loan Party or any of their respective Affiliates)in all cases, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related reasonable and documented out-of-pocket expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted (A) result from (x) the gross negligence, bad faith or willful misconduct of such Indemnitee or any of its controlled Affiliates Related Parties or any of the officers, directors, employees, agents, advisors or other representative of any of the foregoing, in each case, acting at the direction of such Indemnitee, (y) a material breach by such Indemnitee of any of its obligations under this Agreement Agreement, in each case, as determined by the final, non-appealable judgment of a court of competent jurisdiction in (treating, for this purpose only, any Lender Party and its Related Parties as a final and non-appealable decision by such Indemnitee single Indemnitee) or (zB) arise out of any dispute among Indemnitees proceeding that does not involve an act or omission of any Group Member or any of any Group Member’s Affiliates and that is brought by an Indemnitee against any other Indemnitee (other than a dispute involving any such proceedings which relate to claims against any Arranger or the Administrative Agent, the Swingline Lender Agent or the Issuing Bank, in each case Collateral Agent in their respective capacitates capacities as such). This Section 9.05(b) shall not apply with respect Subject to Taxes other than and without limiting the generality of the foregoing sentence, the Borrower agrees to indemnify each Indemnitee against, and hold each Indemnitee harmless from, any Taxes that represent and all losses, claims, damages, etc. arising from any nonliabilities and related reasonable and documented out-Tax claim. (c) To the extent that the Borrower fails to pay any amount required to be paid by them to the Administrative Agentof-pocket expenses, the Collateral Agentincluding reasonable and documented counsel or consultant fees, the Issuing Bankcharges and disbursements, the Swingline Lender or the Arrangers (or each of their respective Affiliates) under paragraph (a) or (b) of this Section 9.05, each Lender severally agrees to pay to the Administrative Agent, the Collateral Agent, the Issuing Bank, the Swingline Lender or the Arrangers (or each of their respective Affiliates), as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of 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, the Collateral Agent, the Issuing Bank, the Swingline Lender or the Arrangers (or each of their respective Affiliates) in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the Aggregate Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the time (in each case, determined as if no Lender were a Defaulting Lender). (d) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) Indemnitee arising out of, in connection any way connected with, or as a result of (1) any Environmental Claim related in any way to any of the Group Members or (2) any actual or alleged presence, Release or threatened Release of Hazardous Materials at, under, on or from any Real Property, any property owned, leased or operated by any predecessor of any of the Group Members, or, to the extent related in any way to any of the Group Members, any property at or to which any of the Group Members has sent Hazardous Materials for treatment, storage or disposal; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related reasonable and documented out-of-pocket expenses result from the gross negligence, this Agreement bad faith or willful misconduct of such Indemnitee or any agreement of its Related Parties or instrument contemplated herebya material breach by such Indemnitee of its express obligations under this Agreement, the Transactionsin each case, any Loan or Letter as determined by a final, non-appealable judgment of Credit or the use a court of the proceeds thereof. (e) competent jurisdiction. The provisions of this Section 9.05 (Expenses; Indemnity) shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the resignation of any Agent, the consummation of the transactions contemplated herebyTransactions, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of Creditmonetary Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document Document, or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank. Party. (c) All amounts due under this Section 9.05 (Expenses; Indemnity) shall be payable promptly upon (and in any event within thirty (30) days after after) written demand therefortherefor accompanied by reasonable documentation with respect to any reimbursement, indemnification or other amount requested; provided, however, that any Person receiving any payment shall promptly refund the amount of any such payment to the extent that there is a final judicial or arbitral determination that such Person was not entitled to indemnification or reimbursement rights with regard to such payment pursuant to the express terms of this Section 9.05 (Expenses; Indemnity). Sections 9.05(a) and (b) (Expenses; Indemnity) shall not apply to Indemnified Taxes and Other Taxes indemnified by the Borrower pursuant to Section 2.16 (Taxes). (d) To the fullest extent permitted by law, no Indemnitee shall be liable for, and the Borrower hereby agrees not to assert any claim against any Indemnitee, on any theory of liability, for consequential, incidental, indirect, punitive or special damages arising out of or otherwise relating to the Loan Documents, any of the Transactions, any Loan or the use of the proceeds thereof. No Indemnitee referred to in Section 9.05(b) (Expenses; Indemnity) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement of the other Loan Documents or the transactions contemplated hereby or thereby other than as a result of the gross negligence, bad faith or willful misconduct of such Indemnitee or any of its Related Parties as determined by a court of competent jurisdiction in a final judgement.

Expenses; Indemnity. (a) The Each Borrower agrees to pay (i) all reasonable and documented or invoiced out-of-pocket fees and expenses (iincluding Other Taxes) incurred by the Administrative Agent, the Collateral Agent, the Issuing Bank, the Swingline Lender Agent and the Arrangers (and each of their respective Affiliates) Lenders in connection with the syndication of the Credit Facilities negotiation, preparation, execution and the preparation and administration delivery of this Agreement and the other Loan Documents Documents, or by the Administrative Agent, the Collateral Agent and the Lenders in connection with the administration of this Agreement and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated); providedthereof, that the Borrower shall not be responsible pursuant to this clause (i) for including the reasonable and documented fees, charges and disbursements of more than a single one primary counsel for the Administrative AgentAgents and, if necessary, the Collateral Agentreasonable and documented fees, charges and disbursements of one regulatory counsel and one local counsel to the Agents in each appropriate jurisdiction, and one primary counsel for the Lenders, taken as a whole, and, if necessary, the Issuing Bankreasonable and documented fees, charges and disbursements of one regulatory counsel and one local counsel to the Swingline Lender and the Arrangers (and each of their respective Affiliates) and more than Lenders, taken as a single counsel for whole, in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions)jurisdiction, or and (ii) all reasonable and documented out-of-pocket expenses (including Other Taxes) incurred by the Administrative Agent, the Collateral Agent, the Arrangers (and each of their respective Affiliates) Agents or any Lender in connection with the enforcement or protection of its their rights in connection with this Agreement and the other Loan Documents or Documents, in connection with the Loans made or Letters of Credit issued hereunder, including the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Administrative Agent and the Collateral Agent, and, in connection with any such enforcement or protection, the reasonable fees, charges and disbursements of a single primary counsel for the Agents, and, if necessary, a single regulatory and local counsel in each appropriate jurisdiction (which may include for the Agents, and a single special primary counsel acting in multiple jurisdictions) for the Administrative AgentLenders, taken as a whole, and, if necessary, a single regulatory and local counsel in each appropriate jurisdiction for the Collateral AgentLenders, the Arrangers and the Lenders (and their respective Affiliates) taken as a whole (and, in the case of an actual or perceived conflict of interest, interest where such person affected by such conflict informs the Parent Borrower is informed of such conflict by the affected Lenders and such affected Lenders retain their thereafter retains its own counsel, of another firm of counsel for each group of such affected Lenders, similarly situated, taken as a wholeperson). (b) The Each Borrower agrees to indemnify the Administrative Agent, the Collateral Agent, each Lender, the Issuing Bank each of their respective Affiliates, successors and assignors, and each Related Party of any of the foregoing Persons their respective directors, officers, employees, agents, trustees, advisors and members (each such Person person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and reasonable and documented or invoiced out-of-pocket fees and expenses (related expenses, including reasonable counsel fees, charges and disbursements (excluding the allocated costs of in house counsel and other charges of any environmental consultant and limited to not more than one counsel for all Indemnitees such Indemnitees, taken as a whole, and, if necessary, one firm of a single regulatory counsel and a single local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for all Indemnitees such Indemnitees, taken as a whole (and, in the case of an actual or perceived conflict of interest, interest where the Indemnitee affected by such conflict informs the Parent Borrower is informed of such conflict by the affected Indemnitees and such affected Indemnitees retain their thereafter retains its own counsel, of another firm of counsel for each group of such affected IndemniteesIndemnitee)), similarly situated, taken as a whole) of incurred by or asserted against any such Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated therebyhereby or thereby (including the Structuring Fee Letter, the Reorganization Consent and Amendment No. 1), the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the Transactions and the other transactions contemplated thereby (including the syndication of the Credit Facilities)hereby or thereby, (ii) the proposed use of the proceeds of the Loans or issuance of Letters of CreditLoans, (iii) any violation of or liability under Environmental Liability related Laws or Environmental Permits to the extent relating in any way to the Loan PartiesParent Borrower or any Subsidiary, (iv) any actual or alleged presence, Release or threatened Release of their respective subsidiaries or exposure to Hazardous Materials at, under, on, from or to any property currently or formerly owned, leased or operated by the Loan Parties, any of their respective subsidiaries Parent Borrower or any of their respective predecessors, including the Mortgaged Properties, except that the Borrower shall not be obligated to indemnify any Indemnitees for any environmental condition at any property to the extent negligently caused by an Indemnitee and clearly demonstrated by the Borrower as first occurring after any transfer of the property by foreclosure or by a deed in lieu of foreclosure Subsidiary or (ivv) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by the Borrower, any other Loan Party Parent Borrower or any of their respective subsidiaries or Affiliates); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a final, non-appealable judgment of a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the gross negligence, bad faith negligence or willful misconduct of such Indemnitee or any of its controlled Affiliates or any of the officers, directors, employees, agents, advisors or other representative of any of the foregoing, in each case, acting at the direction of such IndemniteeRelated Parties, (y) other than with respect to the Agents, arose from a material breach of such Indemnitee’s or any of its Related Parties’ obligations under this Agreement any Loan Document (as determined by a court of competent jurisdiction in a final and final, non-appealable decision by such Indemnitee judgment) or (z) arose from any dispute among Indemnitees claim, actions, suits, inquiries, litigation, investigation or proceeding that does not involve an act or omission of the Parent Borrower or any of its Affiliates and is brought by an Indemnitee against another Indemnitee (other than a dispute involving claims any claim, actions, suits, inquiries, litigation, investigation or proceeding against the Administrative Agent, the Swingline Lender or the Issuing Bank, any Agent in each case in their respective capacitates its capacity as such). This None of the Indemnitees (or any of their respective affiliates) shall be responsible or liable to the Parent Borrower or any of its subsidiaries, Affiliates or shareholders or any other person or entity for any special, indirect, consequential or punitive damages, which may be alleged as a result of the Facilities or the Transactions. The provisions of this Section 9.05(b9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent or any Lender. All amounts due under this Section 9.05 shall be payable within 30 days after written demand therefor accompanied by reasonable documentation with respect to any reimbursement, indemnification or other amount requested. (c) Except as expressly provided in Section 9.05(a) with respect to Other Taxes, which shall not be duplicative with any amounts paid pursuant to Section 2.15, this Section 9.05 shall not apply with respect to any Taxes (other than any Taxes that represent losses, claims, damages, etc. arising liabilities and related expenses resulting from any a non-Tax claim. (c) To ), which shall be governed exclusively by Section 2.15 and, to the extent that the Borrower fails to pay any amount required to be paid by them to the Administrative Agentset forth therein, the Collateral Agent, the Issuing Bank, the Swingline Lender or the Arrangers (or each of their respective Affiliates) under paragraph (a) or (b) of this Section 9.05, each Lender severally agrees to pay to the Administrative Agent, the Collateral Agent, the Issuing Bank, the Swingline Lender or the Arrangers (or each of their respective Affiliates), as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of 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, the Collateral Agent, the Issuing Bank, the Swingline Lender or the Arrangers (or each of their respective Affiliates) in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the Aggregate Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the time (in each case, determined as if no Lender were a Defaulting Lender)2.13. (d) To the fullest extent permitted by applicable law, the Parent Borrower and the Co-Borrower shall not assert, and hereby waiveswaive, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the Transactionstransactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof; provided that the foregoing shall not affect each Borrower’s indemnification obligations pursuant to Section 9.05(b). No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. (e) The provisions of agreements in this Section 9.05 shall remain operative and in full force and effect regardless of survive the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document or any investigation made by or on behalf resignation of the Administrative Agent, Agent or the Collateral Agent, the replacement of any Lender Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all the Issuing Bank. All amounts due under other Obligations and the termination of this Section 9.05 shall be payable within thirty (30) days after written demand thereforAgreement.

Expenses; Indemnity. (a) The Borrower agrees to pay within thirty (30) days of demand thereof (together with backup documentation supporting such request) (i) all reasonable and documented or invoiced out-of-pocket fees and (in summary format) expenses (iincluding Other Taxes) incurred by the Administrative Agent, Agent in connection with the Collateral Agent, the Issuing Bank, the Swingline Lender preparation of this Agreement and the Arrangers (and each of their respective Affiliates) other Loan Documents, or by the Administrative Agent in connection with the syndication of the Credit Facilities Commitments or the administration of this Agreement (including expenses incurred in connection with due diligence and initial and ongoing Collateral examination to the extent incurred with the reasonable prior approval of the Borrower and the preparation reasonable and documented (in summary format) fees, disbursements and charges for no more than one (1) outside counsel and, if necessary one (1) local counsel in each material jurisdiction where Collateral is located for such Persons, taken as a whole) or in connection with the administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions Transactions hereby or thereby contemplated shall be consummated); provided, that the Borrower shall not be responsible pursuant to this clause (i) for the reasonable fees, charges and disbursements of more than a single primary counsel for the Administrative Agent, the Collateral Agent, the Issuing Bank, the Swingline Lender and the Arrangers (and each of their respective Affiliates) and more than a single counsel for each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions), or (ii) all reasonable and documented (in summary format) expenses incurred by the Administrative Agent, the Collateral Agent, the Arrangers (and each of their respective Affiliates) Agent or any Lender in connection with the enforcement or protection of its their rights in connection with this Agreement and the other Loan Documents or Documents, in connection with the Loans made or Letters (but limited, in the case of Credit issued hereunderlegal fees and expenses, including to the actual reasonable and documented (in summary format) fees, charges and disbursements of Xxxxxx Xxxxxx Xxxxxxx Xxxx & Xxxxxxx Xxxxxxxxx LLP, counsel for the Administrative Agent and the Collateral Agent, and, in connection with any such enforcement or protection, if reasonably necessary (x) the reasonable and documented (in summary format) fees, charges and disbursements of a single one (1) local counsel in each appropriate per relevant local jurisdiction and (which may include a single special counsel acting in multiple jurisdictionsy) for the Administrative Agent, the Collateral Agent, the Arrangers and the Lenders (and their respective Affiliates) (and, in the case of an actual or perceived potential conflict of interest, where the Borrower is informed reasonable and documented (in summary format) fees, charges and disbursements of such conflict by the one (1) additional counsel to all affected Lenders and such affected Lenders retain their own counsel, of another firm of counsel for each group of affected Lenders, similarly situatedPersons, taken as a whole). (b) The Borrower agrees to indemnify indemnify, on a joint and several basis, the Administrative Agent, the Collateral Agent, each Lender, the Issuing Bank Lender and each Related Party of any their respective Affiliates, successors and assigns and the directors, trustees, officers, employees, advisors, controlling Persons and agents of each of the foregoing Persons (each such Person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and reasonable and documented or invoiced out-of-pocket fees (in summary format) costs and related expenses (including reasonable and documented (in summary format) documented fees, charges and disbursements and other charges of any environmental consultant and one counsel for all Indemnitees Xxxxxxx Xxxx & Xxxxxxxxx LLP and, if necessary, one firm of (1) local counsel in each appropriate relevant local jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for all Indemnitees (to the Administrative Agent, and, in the case of an actual or perceived potential conflict of interest, where the Borrower is informed of such conflict by the affected Indemnitees and such affected Indemnitees retain their own counsel, of another firm of one (1) additional counsel for each group of to all affected Indemnitees, similarly situated, taken as a whole) of incurred by or asserted against any such Indemnitee arising out of, in any way connected withrelating to, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the Transactions (including the payment of the Transaction Costs) and the other transactions contemplated thereby (including the syndication of the Credit Facilities)hereby, (ii) the proposed use of the proceeds of the Loans or issuance of Letters of Credit, (iii) any Environmental Liability related in any way to the Loan Parties, any of their respective subsidiaries or any property currently or formerly owned, leased or operated by the Loan Parties, any of their respective subsidiaries or any of their respective predecessors, including the Mortgaged Properties, except that the Borrower shall not be obligated to indemnify any Indemnitees for any environmental condition at any property to the extent negligently caused by an Indemnitee and clearly demonstrated by the Borrower as first occurring after any transfer of the property by foreclosure or by a deed in lieu of foreclosure or (iv) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by the Borrowerthereto, any other Loan Party or any of their respective Affiliates); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or costs or related expenses (x) are determined by a judgment of a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) by reason of the gross negligence, bad faith or willful misconduct of such Indemnitee of, or any of its controlled Affiliates or any of the officersmaterial breach by, directors, employees, agents, advisors or other representative of any of the foregoing, in each case, acting at the direction of such Indemnitee, (y) a material breach arise out of any of its obligations under this Agreement as determined by a court of competent jurisdiction in a final and non-appealable decision claim, litigation, investigation or proceeding brought by such Indemnitee (or its Related Parties) against another Indemnitee (zor its Related Parties) any dispute among Indemnitees (other than a dispute involving claims any claim, litigation, investigation or proceeding brought by or against the Administrative Agent, acting in its capacity as Administrative Agent) that does not involve any act or omission of the Swingline Lender Borrower or any of its Subsidiaries and arises out of disputes among the Issuing BankLenders and/or their transferees. The Borrower shall not be liable for any settlement of any proceeding referred to in this Section 9.05 effected without the Borrower’s written consent (such consent not to be unreasonably withheld or delayed); provided, however, that the Borrower shall indemnify the Indemnitees from and against any loss or liability by reason of such settlement if the Borrower was offered the right to assume the defense of such proceeding and did not assume such defense or such proceeding was settled with the written consent of the Borrower, subject to, in each case in their respective capacitates as such). This Section 9.05(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) To the extent that the Borrower fails to pay any amount required to be paid by them to the Administrative Agentcase, the Collateral Agent, Borrower’s right in this Section 9.05 to claim an exemption from such indemnity obligations. The Borrower shall indemnify the Issuing Bank, Indemnitees from and against any final judgment for the Swingline Lender or the Arrangers (or each of their respective Affiliates) under paragraph (a) or (b) of plaintiff in any proceeding referred to in this Section 9.05, each Lender severally agrees to pay subject to the Administrative AgentBorrower’s right in this Section 9.05 to claim an exemption from such indemnity obligations. The Borrower shall not, without the Collateral Agentprior written consent of any Indemnitee, effect any settlement of any pending or threatened proceeding in respect of which such Indemnitee is a party and indemnity could have been sought hereunder by such Indemnitee unless such settlement (i) includes an unconditional release of such Indemnitee (and its Related Parties) from all liability or claims that are the Issuing Banksubject matter of such proceeding and (ii) does not include a statement as to or an admission of fault, the Swingline Lender culpability or the Arrangers a failure to act by or on behalf of any Indemnitee (or each of their respective Affiliatesits Related Parties), as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of 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, the Collateral Agent, the Issuing Bank, the Swingline Lender or the Arrangers (or each of their respective Affiliates) in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the Aggregate Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the time (in each case, determined as if no Lender were a Defaulting Lender). (d) To the extent permitted by applicable lawApplicable Law, each party hereto hereby waives for itself (and, in the Borrower shall not assertcase of the Borrower, and hereby waives, for each other Loan Party) any claim against any IndemniteeLoan Party, any Lender, any Administrative Agent, any Lender Party, and their respective affiliates, directors, employees, attorneys, agents or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, or as a result of, or in any way related to, this Agreement or any Loan Document or any agreement or instrument contemplated herebyhereby or thereby or referred to herein or therein, the Transactionstransactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. thereof or any act or omission or event occurring in connection therewith, and each party hereto (eand in the case of the Borrower on behalf of each other Loan Party) hereby waive, release and agree not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor; provided that nothing contained in this sentence shall limit the Borrower’s indemnity obligations to the extent such special, indirect, consequential or punitive damages are included in any third party claim in connection with which such indemnified Person is entitled to indemnification hereunder. The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the LoansObligations, the expiration termination of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document Document, or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent, Agent or any Lender or the Issuing BankLender. All amounts due under this Section 9.05 shall be payable within thirty (30) days after on written demand therefortherefor accompanied by reasonable documentation with respect to any reimbursement, indemnification or other amount requested. (c) Except as expressly provided in Section 9.05(a) with respect to Other Taxes, which shall not be duplicative with any amounts paid pursuant to Section 2.14, this Section 9.05 shall not apply to Taxes other than Taxes arising from a non-Tax claim. (d) Notwithstanding the foregoing paragraphs in this Section 9.05, if it is found by a final, non-appealable judgment of a court of competent jurisdiction in any such action, proceeding or investigation that any loss, claim, damage, liability or cost or related expense of any Indemnitee has resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee (or any of its Related Parties) or a material breach of the Loan Documents by such Indemnitee (or any of its Related Parties), such Indemnitee will repay such portion of the reimbursed amounts previously paid to such Indemnitee under this Section 9.05 that is attributable to expenses incurred in relation to the set or omission of such Indemnitee which is the subject of such finding.

Expenses; Indemnity. (a) The Borrower agrees to pay (i) all reasonable and documented or invoiced out-of-pocket fees and expenses (i) incurred by the Administrative Agent, the Collateral Agent, the each Issuing Bank, the Swingline Lender and the Arrangers (Bank and each Related Party of their respective Affiliates) any of the foregoing Persons in connection with the syndication of the Credit Facilities and the preparation preparation, execution, delivery and administration of this Agreement and the other Loan Credit Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated); provided) (but limited, that the Borrower shall not be responsible pursuant with respect to this clause (i) for legal expenses, to the reasonable and documented fees, disbursements and other charges of one single firm of primary counsel, one single firm of special counsel and disbursements one firm of more than a single primary counsel for the Administrative Agent, the Collateral Agent, the Issuing Bank, the Swingline Lender and the Arrangers (and each of their respective Affiliates) and more than a single additional local counsel for each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions), or applicable jurisdiction) and (ii) all out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, the Arrangers (each Issuing Bank, each Lender and each Related Party of their respective Affiliates) or any Lender of the foregoing Persons in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Credit Documents or in connection with the Loans made or Letters of Credit issued hereunder, including the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Administrative Agent and the Collateral Agent, and, hereunder or in connection with any such enforcement refinancing or protectionrestructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (but limited, with respect to legal expenses, to the reasonable and documented fees, disbursements and other charges and disbursements of a one single counsel in each appropriate jurisdiction (which may include a single firm of primary counsel, one firm of special counsel acting in multiple jurisdictions) and one firm of additional local counsel for each applicable jurisdiction to the Administrative Agent, the Collateral Agent, the Arrangers each Issuing Bank, taken as a whole, and the Lenders (and their respective Affiliates) (and, in the case of an actual or perceived conflict of interest, where the Borrower is informed of such conflict by the affected Lenders and such affected Lenders retain their own counsel, of another one additional single firm of primary counsel and one firm of additional local counsel for each group of affected applicable jurisdiction to the Lenders, similarly situated, taken as a whole). (b) The Borrower agrees to indemnify the Administrative Agent, the Collateral Agent, each Lender, the any Issuing Bank Bank, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, penalties, claims, damages, liabilities liabilities, obligations, fines and related expenses, including reasonable counsel fees, charges and disbursements (but limited, with respect to legal expenses, to the reasonable and documented or invoiced out-of-pocket fees and expenses (including reasonable fees, disbursements and other charges of any environmental consultant and one counsel for all Indemnitees and, if necessarysingle firm of primary counsel, one firm of special counsel and one additional firm of local counsel in for each appropriate applicable jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for all similarly situated Indemnitees (andit being agreed that, in the case of an any actual or perceived conflict of interestinterest between or among any Indemnitees, where the Borrower is informed of such conflict by the affected Indemnitees shall be deemed not to be similarly situated and each such affected Indemnitees retain their own counsel, of another firm of counsel for each group of affected IndemniteesIndemnitees shall be entitled to additional counsel as set forth herein), similarly situated, taken as a whole) of incurred by or asserted against any such Indemnitee arising out of, in any way connected with, or as a result of or by reason of (i) the execution or delivery of this Agreement or any other Loan Credit Document or any agreement or instrument contemplated thereby, the performance by the parties thereto of their respective obligations thereunder or the consummation of the Transactions and the other transactions contemplated thereby (including the syndication of the Credit Facilities), (ii) the proposed use of the proceeds of the Loans or issuance of Letters Letter of Credit, (iii) any Environmental Liability related in any way to the Loan Parties, any of their respective subsidiaries or any property currently or formerly owned, leased or operated by the Loan Parties, any of their respective subsidiaries or any of their respective predecessors, including the Mortgaged Properties, except that the Borrower shall not be obligated to indemnify any Indemnitees for any environmental condition at any property to the extent negligently caused by an Indemnitee and clearly demonstrated by the Borrower as first occurring after any transfer of the property by foreclosure or by a deed in lieu of foreclosure or (iv) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by the Borrower, any other Loan Credit Party or any of their respective Affiliates) or (iv) the actual or alleged presence of or exposure to Hazardous Materials in the indoor or outdoor air, surface water or groundwater or on the surface or subsurface of any Real Property at any time owned, leased or operated by the Borrower or any of its Subsidiaries, the generation, storage, transportation, handling, Release or disposal of Hazardous Materials by the Borrower or any of its Subsidiaries at any location, whether or not owned, leased or operated by the Borrower or any of its Subsidiaries, the non-compliance by, or liability of or relating to, the Borrower, any of its Subsidiaries or any Real Property at any time owned, leased or operated by the Borrower or any of its Subsidiaries with, relating to, or under any Environmental Law (including applicable permits thereunder), or any Environmental Claim threatened or asserted against or relating to the Borrower, any of its Subsidiaries or any Real Property at any time owned, leased or operated by the Borrower or any of its Subsidiaries; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from (x) the gross negligence, bad faith or willful misconduct of such Indemnitee or any of its controlled Affiliates or any of the officers, directors, employees, agents, advisors or other representative of any of the foregoing, in each case, acting at the direction of such Indemnitee, (y) a material breach of any of its obligations under this Agreement as determined by a court of competent jurisdiction in a final and non-appealable decision by such Indemnitee or (z) any dispute among Indemnitees (other than a dispute involving claims against the Administrative Agent, the Swingline Lender or the Issuing Bank, in each case in their respective capacitates as such). This Section 9.05(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) To the extent that the Borrower fails to pay any amount required to be paid by them it to the Administrative Agent, the Collateral Agent, the Agent or any Issuing Bank, the Swingline Lender or the Arrangers (or each of their respective Affiliates) Bank under paragraph (a) or (b) of this Section 9.05(including, without limitation, as a result of entering into of one or more MSR Acknowledgement Agreements), each Lender severally agrees to pay to the Administrative Agent, the Collateral Agent, the Agent or such Issuing Bank, the Swingline Lender or the Arrangers (or each of their respective Affiliates), as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of 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, the Collateral Agent, the Agent or such Issuing Bank, the Swingline Lender or the Arrangers (or each of their respective Affiliates) Bank in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the Aggregate Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the time (in each case, determined as if no Lender were a Defaulting Lender)time. (d) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential consequential, incidental or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement Agreement, any other Credit Document or any agreement or instrument contemplated herebyhereby or thereby, the Transactions, any Loan or any Letter of Credit or the use of the proceeds thereof. (e) The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank. All amounts due under this Section 9.05 shall be payable within thirty (30) days after on written demand therefor.

Expenses; Indemnity. (a) The Borrower agrees to ------------------- pay all reasonable and documented or invoiced out-of-pocket fees and expenses (i) incurred by the reasonable fees, disbursements and other charges of counsel for the Administrative Agent, the Collateral Agent, the Issuing Bank, the Swingline Lender Agents and the Arrangers (and each of their respective Affiliates) Paying Agent incurred in connection with the syndication of the Credit Facilities and the preparation and administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated); provided, that the Borrower shall not be responsible pursuant to this clause (i) for the reasonable fees, charges and disbursements of more than a single primary counsel for the Administrative Agent, the Collateral Agent, the Issuing Bank, the Swingline Lender and the Arrangers (and each of their respective Affiliates) and more than a single counsel for each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions), or (ii) all reasonable out-of-pocket expenses incurred by the Administrative AgentAgents, the Collateral Agent, the Arrangers (and each of their respective Affiliates) Paying Agent or any Lender in connection with the enforcement or protection of its their rights in connection with this Agreement and the other Loan Documents or in connection with the Loans made or Letters of Credit issued hereunderAdvances, including the reasonable fees, disbursements and other charges and disbursements of Xxxxxx Xxxxxx Shearman & Xxxxxxx LLPSterling, counsel for the Administrative Agent Agents and the Collateral Paying Agent, and, in connection with any such enforcement or protection, protection and the reasonable fees, disbursements and other charges and disbursements of a single any other counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for the Administrative AgentAgents, the Collateral AgentPaying Agent or any Lender. The Borrower further agrees that it shall indemnify the Administrative Agents, the Arrangers Paying Agent and the Lenders (from, and their respective Affiliates) (andhold them harmless against, in any documentary taxes, assessments or similar charges made by any Governmental Authority by reason of the case execution and delivery of an actual this Agreement or perceived conflict of interest, where the Borrower is informed of such conflict by the affected Lenders and such affected Lenders retain their own counsel, of another firm of counsel for each group of affected Lenders, similarly situated, taken as a whole)any Note. (b) The Borrower agrees to indemnify the Administrative AgentAgents, the Collateral Agent, each Lender, the Issuing Bank Paying Agent and each Related Party Lender and each of any of the foregoing Persons their respective directors, officers, employees and agents (each such Person person being called an “"Indemnitee”") ---------- against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and reasonable and documented or invoiced out-of-pocket fees and expenses (related expenses, including reasonable counsel fees, disbursements and other charges of charges, incurred by or asserted against any environmental consultant and one counsel for all Indemnitees and, if necessary, one firm of local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for all Indemnitees (and, in the case of an actual or perceived conflict of interest, where the Borrower is informed of such conflict by the affected Indemnitees and such affected Indemnitees retain their own counsel, of another firm of counsel for each group of affected Indemnitees, similarly situated, taken as a whole) of any such Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the Transactions and the other transactions contemplated thereby (including the syndication of the Credit Facilities)hereby or thereby, (ii) the proposed use of the proceeds of the Loans Advances or issuance of Letters of Credit, (iii) any Environmental Liability related in any way to the Loan Parties, any of their respective subsidiaries or any property currently or formerly owned, leased or operated by the Loan Parties, any of their respective subsidiaries or any of their respective predecessors, including the Mortgaged Properties, except that the Borrower shall not be obligated to indemnify any Indemnitees for any environmental condition at any property to the extent negligently caused by an Indemnitee and clearly demonstrated by the Borrower as first occurring after any transfer of the property by foreclosure or by a deed in lieu of foreclosure or (iv) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by the Borrowerthereto, any other Loan Party or any of their respective Affiliates); provided that such -------- indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the gross negligence, bad faith negligence or willful wilful misconduct of such Indemnitee or any of its controlled Affiliates or any of the officers, directors, employees, agents, advisors or other representative of any of the foregoing, in each case, acting at the direction of such Indemnitee, (y) a material breach of any of its obligations under this Agreement as determined by a court of competent jurisdiction in a final and non-appealable decision by such Indemnitee or (z) any dispute among Indemnitees (other than a dispute involving claims against the Administrative Agent, the Swingline Lender or the Issuing Bank, in each case in their respective capacitates as such). This Section 9.05(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) To If any payment of principal of any Eurodollar Rate Advance is made other than on the extent that last day of the Interest Period for such Advance, as a result of any Conversion, payment pursuant to Section 2.05, prepayment pursuant to clause (ii) of the proviso to Section 2.09(a) or acceleration of the maturity of the Advances pursuant to Section 6.01 or for any other reason, the Borrower fails to pay shall, upon demand by any amount required to be paid by them Lender (with a copy of such demand to the Administrative AgentAgents), the Collateral Agent, the Issuing Bank, the Swingline Lender or the Arrangers (or each of their respective Affiliates) under paragraph (a) or (b) of this Section 9.05, each Lender severally agrees to pay to the Administrative AgentPaying Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, the Collateral Agentcosts or expenses that such Lender may incur as a result of such payment, the Issuing Bank, the Swingline Lender or the Arrangers including any loss (or each excluding loss of their respective Affiliatesanticipated profits), as the case may be, such Lender’s pro rata share (determined as cost or expense incurred by reason of the time that the applicable unreimbursed expense liquidation or indemnity payment is sought) reemployment of deposits or other funds acquired by any Lender to fund or maintain 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, the Collateral Agent, the Issuing Bank, the Swingline Lender or the Arrangers (or each of their respective Affiliates) in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the Aggregate Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the time (in each case, determined as if no Lender were a Defaulting Lender)Advance. (d) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. (e) The provisions of this Section 9.05 8.03 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of CreditAdvances, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document Agreement, or any investigation made by or on behalf of the Administrative AgentAgents, the Collateral Agent, Paying Agent or any Lender or the Issuing BankLender. All amounts due under this Section 9.05 8.03 shall be payable within thirty (30) days after on written demand therefor.

Expenses; Indemnity. (a) The Borrower agrees Borrowers agree to pay all reasonable and documented or invoiced outpay, within thirty (30) days following receipt of a reasonably-of-pocket fees and expenses detailed invoice therefor, (i) all reasonable out of pocket expenses (including Other Taxes) incurred by the Administrative each Agent, the Collateral Agent, the Issuing Bank, the Swingline Lender Arrangers and the Arrangers (and each of their respective Affiliates) Initial Lenders in connection with the syndication of the Credit Facilities and the preparation and administration of this Agreement and the other Loan Documents (including expenses incurred in connection with due diligence and initial and ongoing Collateral examination and the reasonable fees, disbursements and charges of counsel to the Agents, Arrangers and the Initial Lenders) or in connection with the administration of this Agreement and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated); providedthereof, that the Borrower shall not be responsible pursuant to this clause (i) for including the reasonable fees, charges and disbursements of more than a single primary (x) Xxxxxx and Xxxxxxx LLP, counsel for to the Administrative AgentAgents, Arrangers and Lenders and (y) any special or local legal counsel (limited to one local counsel in each relevant jurisdiction) as shall be reasonably determined to be necessary by the Collateral AgentAgents, Arrangers or the Issuing BankInitial Lenders, the Swingline Lender and the Arrangers (and each of their respective Affiliates) and more than a single counsel for each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions), or (ii) all reasonable and documented out of pocket expenses (including Other Taxes) incurred by the Administrative Agent, the Collateral Agent, the Arrangers (and each of their respective Affiliates) any Agent or any Lender in connection with the enforcement or protection of its their rights in connection with this Agreement and the other Loan Documents or Documents, in connection with the Loans made or Letters of Credit issued hereunder, including the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Administrative Agent and the Collateral Agent, and, in connection with any such enforcement or protection, the reasonable fees, charges and disbursements of a single counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for the Administrative Agent, Arrangers and Lenders (which shall be limited to (w) a single firm of counsel to the Collateral Administrative Agent, (x) a single firm of counsel to the Lenders taken as a whole (which firm shall be determined by the Required Lenders), (y) if reasonably necessary, one local counsel in each relevant jurisdiction material to the interests of the Administrative Agent, Arrangers and the Lenders (and their respective Affiliates) (taken as a whole and, (z) solely in the case of an actual or perceived conflict of interest, where the Borrower is informed of such conflict by the affected Lenders and such affected Lenders retain their own counsel, of another firm of one additional counsel for in each relevant jurisdiction to each group of similarly situated affected Lenders, similarly situated, taken as a wholeparties). (b) The Borrower agrees Borrowers agree to indemnify the Administrative Agent, the Collateral AgentAgents, the Arrangers, each Issuing Bank, each Lender, the Issuing Bank each of their respective Affiliates and each Related Party of any of the foregoing Persons their respective directors, trustees, officers, employees, agents, trustees and advisors (each such Person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities obligations liabilities, penalties, actions, judgments, suits, costs and reasonable and documented or invoiced out-of-pocket fees and expenses (related expenses, including reasonable counsel fees, charges and disbursements and other charges (except the allocated costs of in-house counsel), imposed on, incurred by or asserted against any environmental consultant and one counsel for all Indemnitees and, if necessary, one firm of local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for all Indemnitees (and, in the case of an actual or perceived conflict of interest, where the Borrower is informed of such conflict by the affected Indemnitees and such affected Indemnitees retain their own counsel, of another firm of counsel for each group of affected Indemnitees, similarly situated, taken as a whole) of any such Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the Transactions and the other transactions contemplated thereby (including the syndication of the Credit Facilities)hereby, (ii) the proposed use of the proceeds of the Loans or issuance the use of Letters any Letter of Credit, Credit or (iii) any Environmental Liability related in any way to the Loan Parties, any of their respective subsidiaries or any property currently or formerly owned, leased or operated by the Loan Parties, any of their respective subsidiaries or any of their respective predecessors, including the Mortgaged Properties, except that the Borrower shall not be obligated to indemnify any Indemnitees for any environmental condition at any property to the extent negligently caused by an Indemnitee and clearly demonstrated by the Borrower as first occurring after any transfer of the property by foreclosure or by a deed in lieu of foreclosure or (iv) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by Holdings, the Borrower, any other Loan Party Borrowers or any of their subsidiaries or Affiliates or by any creditor or holder of securities of Holdings, the Borrowers or any of their subsidiaries or Affiliates; provided, that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, obligations, liabilities, penalties, actions, judgements, suits, costs or related expenses or disbursements are determined by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee (for purposes of this proviso only, each of the Administrative Agent, Issuing Bank, any Arranger or any Lender shall be treated as several and separate Indemnitees, but each of them together with its respective AffiliatesRelated Parties, shall be treated as a single Indemnitee) or a material breach by such Indemnitee or its Related Parties of its obligations under the Loan Documents. Subject to and without limiting the generality of the foregoing sentence, the Borrowers agree to indemnify each Indemnitee against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel or consultant fees, charges and disbursements (limited to not more than one counsel, plus, if necessary, one local counsel per jurisdiction (and, solely in the event of any conflict of interest among the Indemnitees, one additional counsel (and, if reasonably necessary, one applicable local counsel in each appropriate jurisdiction to the relevant group of Indemnitees, taken as a whole) for one group of Indemnitees similarly situated that is subject to such conflict)) (except the allocated costs of in-house counsel), incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (A) any claim related in any way to Environmental Laws and Holdings, the Borrowers or any of their Subsidiaries, or (B) any actual or alleged presence, Release or threatened Release of Hazardous Materials at, under, on, from or to any Real Property; provided provided, that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the gross negligence, bad faith or willful misconduct of such Indemnitee or any of its controlled Affiliates Related Parties or a material breach by such Indemnitee or its Related Parties of its obligations under the Loan Documents. No party hereto shall be responsible or liable to any other party hereto or any of their respective subsidiaries, Affiliates or stockholders or any other Person or entity for any special, indirect, consequential or punitive damages, which may be alleged as a result of the officersABL Facility. The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, directorsthe consummation of the transactions contemplated hereby, employees, agents, advisors or other representative the repayment of any of the foregoingObligations, in each case, acting at the direction of such Indemnitee, (y) a material breach invalidity or unenforceability of any term or provision of its obligations under this Agreement as determined or any other Loan Document, or any investigation made by a court or on behalf of competent jurisdiction in a final and non-appealable decision by such Indemnitee or (z) any dispute among Indemnitees (other than a dispute involving claims against the Administrative Agent, any Issuing Bank or any Lender. All amounts due under this Section 9.05 shall be payable within thirty (30) days following written demand therefor accompanied by reasonable documentation with respect to any reimbursement, indemnification or other amount requested. The Lead Borrower shall not, without the Swingline Lender prior written consent of each applicable Indemnitee (which consent shall not be unreasonably withheld, delayed or conditioned), effect any settlement of any pending or threatened proceedings in respect of which indemnity could have been sought hereunder by such Indemnitee unless such settlement (a) includes an unconditional release of such Indemnitee in form and substance reasonably satisfactory to such Indemnitee from all liability on claims that are the Issuing Banksubject matter of such proceedings and (b) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnitee. Notwithstanding the foregoing, any Indemnitee shall be required to refund or return any amount paid by Holdings, the Lead Borrower and/or any Subsidiary in each case accordance with the terms hereof for any claim, damage, loss, liability and/or expense to the extent such Indemnitee is not entitled to payment of the relevant amount in their respective capacitates accordance with the terms hereof. (c) Except as such). This expressly provided in Section 9.05(b9.05(a) with respect to Other Taxes, which shall not be duplicative with any amounts paid pursuant to Section 2.15, this Section 9.05 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any liabilities and expenses with respect to a non-Tax claim. (c) To the extent that the Borrower fails to pay any amount required to be paid by them to the Administrative Agent, the Collateral Agent, the Issuing Bank, the Swingline Lender or the Arrangers (or each of their respective Affiliates) under paragraph (a) or (b) of this Section 9.05, each Lender severally agrees to pay to the Administrative Agent, the Collateral Agent, the Issuing Bank, the Swingline Lender or the Arrangers (or each of their respective Affiliates), as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of 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, the Collateral Agent, the Issuing Bank, the Swingline Lender or the Arrangers (or each of their respective Affiliates) in its capacity as such. For purposes hereof, a Lender’s “pro rata share” and which shall be determined based upon its share of the sum of the Aggregate Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the time (in each case, determined as if no Lender were a Defaulting Lender)governed exclusively by Section 2.15. (d) To the fullest extent permitted by applicable law, the Borrower no party hereto shall not assert, and each party hereto hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the Transactionstransactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. No party hereto shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. (e) The provisions of agreements in this Section 9.05 shall remain operative and in full force and effect regardless survive the resignation or removal of any Agent, any Issuing Bank, the replacement of any Lender, the termination of the expiration Commitments and the repayment, satisfaction or discharge of all the term other Obligations and the termination of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank. All amounts due under this Section 9.05 shall be payable within thirty (30) days after written demand therefor.

Expenses; Indemnity. (a1) The If the Transactions are consummated and the Closing Date occurs, the Borrower agrees to pay all reasonable reasonable, documented and documented or invoiced out-of-pocket fees expenses incurred by the Administrative Agent and expenses (i) incurred the Arrangers in connection with the preparation of this Agreement and the other Loan Documents, or by the Administrative Agent, the Collateral Agent, the Issuing Bank, the Swingline Lender and the Arrangers (and and, in the case of enforcement of this Agreement, each of their respective AffiliatesLender) in connection with the syndication of the Credit Facilities preparation, execution and the preparation and administration delivery, amendment, modification, waiver or enforcement of this Agreement and the other Loan Documents or in connection with the administration of this Agreement or the other Loan Documents and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not thereof, including the transactions hereby or thereby contemplated shall be consummated); providedreasonable, that the Borrower shall not be responsible pursuant to this clause (i) for the reasonable fees, documented and invoiced fees and out-of-pocket charges and disbursements of more than a single primary counsel for the Administrative Agent, the Collateral Agent, the Issuing Bank, the Swingline Lender and the Arrangers (and each of their respective Affiliates) and more than a single counsel for each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions), or (ii) incurred by the Administrative Agent, the Collateral Agent, the Arrangers (and each of their respective Affiliates) or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents or in connection with the Loans made or Letters of Credit issued hereunder, including the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Administrative Agent and the Collateral AgentArrangers (which shall be Xxxxxxx Xxxxxxx and Xxxxxxxx LLP), and, in connection with any such enforcement or protection, the reasonable fees, charges and disbursements one firm of a single local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for the Administrative Agent, the Collateral Agent, the Arrangers and the Lenders (and their respective Affiliates) (and, in the case of an any actual or perceived conflict of interest, where the Borrower is informed of such conflict by the affected Lenders and such affected Lenders retain their own counsel, of another one additional firm of counsel for each such group of affected Lenders, Persons similarly situated, situated taken as a whole). (b2) The Borrower agrees to indemnify the Administrative Agent, the Collateral Agenteach Arranger, each Lender, the Issuing Bank each of their respective Affiliates and each Related Party of any their respective directors, officers, employees, agents, advisors, controlling Persons, equityholders, partners, members and other representatives and each of the foregoing Persons their respective successors and permitted assigns (each such Person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and reasonable reasonable, documented and documented or invoiced out-of-pocket fees and expenses (including limited to reasonable fees, disbursements and other charges documented legal fees of any environmental consultant and one a single firm of counsel for all Indemnitees Indemnitees, taken as a whole, and, if necessary, one firm of local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for all Indemnitees taken as a whole (and, in the case of an actual or perceived conflict of interest, where the applicable Indemnitees affected by such conflict informs the Borrower is informed of such conflict by the affected Indemnitees conflict, and such affected Indemnitees retain their has retained, or thereafter retains, its own counsel, counsel of another firm of an additional counsel for each group of affected Indemnitees, Indemnitees similarly situated, taken as a whole) of )), incurred by or asserted against any such Indemnitee arising out of, in any way connected with, or as a result of of: (ia) the execution execution, delivery or delivery administration of this Agreement or any other Loan Document or any agreement or instrument contemplated therebyDocument, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the Transactions and the other transactions contemplated thereby hereby; (including the syndication of the Credit Facilities), (iib) the proposed use of the proceeds of the Loans or issuance of Letters of Credit, Term Loans; or (iii) any Environmental Liability related in any way to the Loan Parties, any of their respective subsidiaries or any property currently or formerly owned, leased or operated by the Loan Parties, any of their respective subsidiaries or any of their respective predecessors, including the Mortgaged Properties, except that the Borrower shall not be obligated to indemnify any Indemnitees for any environmental condition at any property to the extent negligently caused by an Indemnitee and clearly demonstrated by the Borrower as first occurring after any transfer of the property by foreclosure or by a deed in lieu of foreclosure or (ivc) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether based in contract, tort or any other theory, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by the Borrower, any other Loan Party Borrower or any of their Restricted Subsidiaries or Affiliates or creditors (and including any investigation, preparation for, or defense of any pending or threatened claim, litigation, investigation or proceeding); provided that no Indemnitee will be indemnified for any loss, claim, damage, liability, cost or expense to the extent it: (i) has been determined by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from (A) the gross negligence, bad faith or willful misconduct of such Indemnitee or any of its Related Parties or (B) a material breach of the obligations of such Indemnitee under the Loan Documents or (ii) relates to any proceeding between or among Indemnitees other than (A) claims against Administrative Agent or Arrangers or their respective Affiliates), in each case, in their capacity or in fulfilling their role as the agent or arranger or any other similar role under a Term Facility (excluding their role as a Lender) to the extent such Persons are otherwise entitled to receive indemnification under this Section 10.05(2) or (B) claims arising out of any act or omission on the part of the Borrower or their Restricted Subsidiaries. (3) Subject to and without limiting the generality of the foregoing sentence, the Borrower agrees to indemnify each Indemnitee against, and hold each Indemnitee harmless from, any and all losses claims, damages, liabilities and related out-of-pocket expenses, including reasonable, documented and invoiced fees, and out-of-pocket charges and disbursements of one firm of counsel for all Indemnitees, taken as a whole, and, if necessary, one firm of counsel in each appropriate jurisdiction (which may include a single special counsel in multiple jurisdictions) for all Indemnitees taken as a whole (and, in the case of an actual or perceived conflict of interest where the applicable Indemnitees affected by such conflict informs the Borrower of such conflict, an additional counsel for each group of affected Indemnitees similarly situated, taken as a whole) and reasonable, documented and invoiced consultant fees, in each case, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result any claim related in any way to Environmental Laws and the Borrower or any of the Restricted Subsidiaries, or any actual or alleged presence, Release or threatened Release of Hazardous Materials at, under, on or from any property for which the Borrower or any Restricted Subsidiaries would reasonably be expected to be held liable under Environmental Laws; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a final, non-appealable judgment of a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the gross negligence, bad faith or willful misconduct of such Indemnitee or any of its controlled Affiliates Related Parties. (4) Any indemnification or any of payments required by the officers, directors, employees, agents, advisors or other representative of any of the foregoing, in each case, acting at the direction of such Indemnitee, (y) a material breach of any of its obligations Loan Parties under this Agreement as determined by a court of competent jurisdiction in a final and non-appealable decision by such Indemnitee or (z) any dispute among Indemnitees (other than a dispute involving claims against the Administrative Agent, the Swingline Lender or the Issuing Bank, in each case in their respective capacitates as such). This Section 9.05(b) 10.05 shall not apply with respect to (a) Taxes other than (x) any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. claim and (cy) To the extent that the Borrower fails to pay any amount required to be paid by them expenses related to the Administrative Agent, the Collateral Agent, the Issuing Bank, the Swingline Lender or the Arrangers (or each enforcement of their respective Affiliates) under paragraph (a) Section 2.14 or (b) Taxes that are duplicative of this Section 9.05, each Lender severally agrees to pay to any indemnification or payments required by the Administrative Agent, the Collateral Agent, the Issuing Bank, the Swingline Lender Loan Parties under Sections 2.12 or the Arrangers (or each of their respective Affiliates), as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of 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, the Collateral Agent, the Issuing Bank, the Swingline Lender or the Arrangers (or each of their respective Affiliates) in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the Aggregate Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the time (in each case, determined as if no Lender were a Defaulting Lender)2.14. (d5) To the fullest extent permitted by applicable law, the Borrower no Indemnitee or Loan Party shall not assert, and each hereby waives, any claim against any Indemnitee or Loan Party, as applicable, nor will any Indemnitee, Loan Party or any of their respective Affiliates be liable, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the Transactionstransactions contemplated hereby or thereby, any Term Loan or Letter of Credit or the use of the proceeds thereof. No Indemnitee, Loan Party or any of their respective Affiliates shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby; provided that, nothing in this clause (5) shall relieve any Loan Party of any obligation it may otherwise have hereunder to indemnify an Indemnitee against special, indirect, consequential or punitive damages asserted against such Indemnitee by a third party. (e6) The provisions of agreements in this Section 9.05 10.05 shall remain operative and in full force and effect regardless of survive the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document or any investigation made by or on behalf resignation of the Administrative Agent, the Collateral Agentreplacement of any Lender, any Lender the termination of the Commitments and the repayment, satisfaction or discharge of all the Issuing Bankother Obligations and the termination of this Agreement. All amounts due under this Section 9.05 10.05 shall be payable within thirty (30) days after on written demand therefortherefor accompanied by reasonable documentation with respect to any reimbursement, indemnification or other amount requested.

Expenses; Indemnity. (a) The Borrower agrees to shall pay all reasonable and documented or invoiced out-of-pocket fees and expenses (i) all out of pocket expenses incurred by the Administrative Agent, the Collateral Agent, the Issuing Bank, the Swingline Lender and Lender, the Arrangers (and each of their respective Affiliates) Affiliates (including the reasonable fees, charges and disbursements of counsel thereof), in connection with the syndication of the Credit Facilities and Facilities, the preparation preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby contemplated shall be consummated); provided, that (ii) all reasonable out of pocket expenses incurred by the Borrower shall not be responsible pursuant to this clause Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iiii) for all out of pocket expenses incurred by the reasonable Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank (including the fees, charges and disbursements of more than a single primary any counsel for the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank, the Swingline Lender and the Arrangers (and each of their respective Affiliates) and more than a single counsel for each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions), or (ii) incurred by the Administrative Agent, the Collateral Agent, the Arrangers (and each of their respective Affiliates) or any Lender in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including the reasonable feesall such out of pocket expenses incurred during any workout, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Administrative Agent and the Collateral Agent, and, restructuring or negotiations in connection with any such enforcement or protection, the reasonable fees, charges and disbursements of a single counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for the Administrative Agent, the Collateral Agent, the Arrangers and the Lenders (and their respective Affiliates) (and, in the case of an actual or perceived conflict of interest, where the Borrower is informed respect of such conflict by the affected Lenders and such affected Lenders retain their own counsel, Loans or Letters of another firm of counsel for each group of affected Lenders, similarly situated, taken as a whole)Credit. (b) The Borrower agrees to shall indemnify the Administrative Agent, Agent and the Collateral AgentAgent (and any sub-agent thereof), each Arranger, each Lender, the Issuing Bank and the Swingline Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claimsclaims (including any Environmental Claims or civil penalties or fines assessed by OFAC), damages, liabilities and reasonable and documented or invoiced out-of-pocket fees and related expenses (including the reasonable fees, charges and disbursements and other charges of any environmental consultant and one counsel for all Indemnitees andany Indemnitee), if necessary, one firm of local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for all Indemnitees (and, in the case of an actual incurred by any Indemnitee or perceived conflict of interest, where asserted against any Indemnitee by any third party or by the Borrower is informed of such conflict by the affected Indemnitees and such affected Indemnitees retain their own counsel, of another firm of counsel for each group of affected Indemnitees, similarly situated, taken as a whole) of or any such Indemnitee other GGS Company or any Affiliate thereof arising out of, in any way connected connection with, or as a result of (i) the execution or delivery of this Agreement or Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the Transactions and the other transactions contemplated hereby or thereby (including the syndication of the Credit Facilities), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the Loans or issuance documents presented in connection with such demand do not strictly comply with the terms of Letters such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property currently or previously owned or operated by any GGS Company, or any Environmental Liability Claim related in any way to the Loan Partiesany GGS Company, any of their respective subsidiaries or any property currently or formerly owned, leased or operated by the Loan Parties, any of their respective subsidiaries or any of their respective predecessors, including the Mortgaged Properties, except that the Borrower shall not be obligated to indemnify any Indemnitees for any environmental condition at any property to the extent negligently caused by an Indemnitee and clearly demonstrated by the Borrower as first occurring after any transfer of the property by foreclosure or by a deed in lieu of foreclosure or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or not any Indemnitee is a party thereto (and regardless of other theory, whether such matter is initiated brought by a third party or by the Borrower, Borrower or any other Loan Party GGS Company or any Affiliate thereof, and regardless of their respective Affiliates); whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from (x) the gross negligence, bad faith or willful misconduct of such Indemnitee or any officer, director or employee of its controlled Affiliates such Indemnitee or (y) result from a claim brought by the Borrower or any of the officers, directors, employees, agents, advisors or other representative of any of the foregoing, GGS Company against an Indemnitee for material breach in each case, acting at the direction bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, (y) if the Borrower or such GGS Company has obtained a material breach of any of final and nonappealable judgment in its obligations under this Agreement favor on such claim as determined by a court of competent jurisdiction in a final and non-appealable decision by such Indemnitee or (z) any dispute among Indemnitees (other than a dispute involving claims against the Administrative Agent, the Swingline Lender or the Issuing Bank, in each case in their respective capacitates as such). This Section 9.05(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimjurisdiction. (c) To the extent that the Borrower for any reason fails to indefeasibly pay any amount required to be paid by them to the Administrative Agent, the Collateral Agent, the Issuing Bank, the Swingline Lender or the Arrangers (or each of their respective Affiliates) under paragraph (a) or (b) of this Section 9.05to be paid by it to the Administrative Agent or the Collateral Agent (or any sub-agent thereof), the Issuing Bank, the Swingline Lender or any Related Party of any of the foregoing (and without limiting the Borrower’s obligation to do so), each Lender severally agrees to pay to the Administrative Agent, Agent or the Collateral AgentAgent (or any such sub-agent), the Issuing Bank, the Swingline Lender or the Arrangers (or each of their respective Affiliates)such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of 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, Agent or the Collateral Agent, Agent (or any such sub-agent) or the Issuing Bank, Bank or the Swingline Lender or the Arrangers (or each of their respective Affiliates) in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent or the Collateral Agent (or any such sub-agent) or Issuing Bank or the Swingline Lender in connection with such capacity. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the Aggregate Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the time (in each case, determined as if no Lender were a Defaulting Lender)time. (d) To the fullest extent permitted by applicable lawApplicable Law, the Borrower no GGS Company shall not assert, and each hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the TransactionsTransactions or the other transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. (e) The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document Document, or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank. All amounts due under this Section 9.05 shall be payable within thirty (30) days after on written demand therefor.

Expenses; Indemnity. (a) The Borrower agrees to pay all reasonable and documented or invoiced out-of-pocket fees and expenses (i) expenses, incurred by the Administrative Agent, the Collateral Agent, the Issuing Bank, the Swingline Lender and the Arrangers (and each of their respective Affiliates) its Affiliates in connection with the syndication consummation of the Credit Facilities Transactions contemplated hereby and the preparation and administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions Transactions hereby or thereby contemplated shall be consummated); provided, that the Borrower shall not be responsible pursuant to this clause (i) for the reasonable fees, charges and disbursements of more than a single primary counsel for the Administrative Agent, the Collateral Agent, the Issuing Bank, the Swingline Lender and the Arrangers (and each of their respective Affiliates) and more than a single counsel for each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions), or (ii) incurred by the Administrative Agent, the Collateral Agent, the Arrangers (and each of their respective Affiliates) or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents or in connection with the Loans Loan made or Letters of Credit issued hereunderhereunder (including, including with respect to this Section 8.05(a), the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx Holland & Xxxxxxx Xxxx LLP, counsel for the Administrative Agent and the Collateral Agent, Lender and, in connection with any such enforcement or protection, the reasonable fees, charges and disbursements of a single any other counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for the Administrative AgentLender); provided, however, that the Collateral Agent, Lenders’ legal fees for the Arrangers preparation and consummation of the transaction contemplated by this Agreement and the other Loan Documents and for preparation and consummation of the duplicate originals of the Loan Documents between the other Lenders (and their respective Affiliates) (and, in the case of an actual or perceived conflict of interest, where the Borrower is informed shall be capped at $50,000.00. If, however, such aggregate legal fees exceed such $50,000.00 cap, such excess legal fees shall be paid from the Litigation Proceeds and shall be in addition and shall not be a part of such conflict by the affected Lenders and such affected Lenders retain their own counsel, payment of another firm of counsel for each group of affected Lenders, similarly situated, taken as a whole)the Loan Fee. (b) The Borrower agrees to indemnify the Administrative Agent, the Collateral Agent, each Lender, the Issuing Bank Lender and each Related Lender Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and reasonable and documented or invoiced out-of-pocket fees and expenses (related expenses, including reasonable counsel fees, disbursements charges and other charges of disbursements, incurred by or asserted against any environmental consultant and one counsel for all Indemnitees and, if necessary, one firm of local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for all Indemnitees (and, in the case of an actual or perceived conflict of interest, where the Borrower is informed of such conflict by the affected Indemnitees and such affected Indemnitees retain their own counsel, of another firm of counsel for each group of affected Indemnitees, similarly situated, taken as a whole) of any such Indemnitee arising out of, in any way connected with, or as a result of of: (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated thereby, the performance by the parties thereto of their respective obligations thereunder or the consummation of the Transactions and the other transactions contemplated thereby (including the syndication of the Credit FacilitiesBankruptcy Case), ; (ii) the proposed use of the proceeds of the Loans Loan; or issuance of Letters of Credit, (iii) any Environmental Liability related in any way to the Loan Parties, any of their respective subsidiaries or any property currently or formerly owned, leased or operated by the Loan Parties, any of their respective subsidiaries or any of their respective predecessors, including the Mortgaged Properties, except that the Borrower shall not be obligated to indemnify any Indemnitees for any environmental condition at any property to the extent negligently caused by an Indemnitee and clearly demonstrated by the Borrower as first occurring after any transfer of the property by foreclosure or by a deed in lieu of foreclosure or (iv) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by the Borrower, any other Loan Party Borrower or any of their respective its Affiliates); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable non-appealable judgment to have resulted from (x) the gross negligence, bad faith negligence or willful misconduct of such Indemnitee or any of its controlled Affiliates or any of the officers, directors, employees, agents, advisors or other representative of any of the foregoing, in each case, acting at the direction of such Indemnitee, (y) a material breach of any of its obligations under this Agreement as determined by a court of competent jurisdiction in a final and non-appealable decision by such Indemnitee or (z) any dispute among Indemnitees (other than a dispute involving claims against the Administrative Agent, the Swingline Lender or the Issuing Bank, in each case in their respective capacitates as such). This Section 9.05(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) To the extent that the Borrower fails to pay any amount required to be paid by them to the Administrative Agent, the Collateral Agent, the Issuing Bank, the Swingline Lender or the Arrangers (or each of their respective Affiliates) under paragraph (a) or (b) of this Section 9.05, each Lender severally agrees to pay to the Administrative Agent, the Collateral Agent, the Issuing Bank, the Swingline Lender or the Arrangers (or each of their respective Affiliates), as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of 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, the Collateral Agent, the Issuing Bank, the Swingline Lender or the Arrangers (or each of their respective Affiliates) in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the Aggregate Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the time (in each case, determined as if no Lender were a Defaulting Lender). (d) To the extent permitted by applicable lawApplicable Law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the TransactionsTransactions contemplated hereby (including the Bankruptcy Case), any Loan or Letter of Credit or the use of the proceeds thereof. (ed) The provisions of this Section 9.05 8.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions Transactions contemplated hereby, the repayment of any of the LoansLoan, the expiration of the Commitments, the expiration of any Letter of CreditCommitment, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document Document, or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent, any Lender or the Issuing BankLender. All amounts due under this Section 9.05 8.05 shall be payable within thirty (30) days after on written demand therefor.

Expenses; Indemnity. (a) The Borrower agrees Borrowers agree to pay (i) all reasonable and documented or invoiced out-of-pocket fees and expenses (iincluding Other Taxes) incurred by the Administrative Agent, the Collateral Agent, the Issuing Bank, the Swingline Lender Agent and the Co-Lead Arrangers (and each of their respective Affiliates) in connection with the syndication of the Credit Facilities and the preparation and administration of this Agreement and the other Loan Documents Documents, or in connection with the administration of this Agreement and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated); provided, that the Borrower shall not be responsible pursuant to this clause (i) for the reasonable fees, charges and disbursements of more than a single primary counsel for the Administrative Agent, the Collateral Agent, the Issuing Bank, the Swingline Lender and the Arrangers (and each of their respective Affiliates) and more than a single counsel for each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions), or (ii) incurred by the Administrative Agent, the Collateral Agent, the Arrangers (and each of their respective Affiliates) or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents or in connection with the Loans made or Letters of Credit issued hereunderthereof, including the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Administrative Agent, the Collateral Agent and the Collateral AgentCo-Lead Arrangers, and, in connection with any such enforcement or protectionif necessary, the reasonable fees, charges and disbursements of a single one local counsel per jurisdiction, and (ii) all out-of-pocket expenses (including Other Taxes) incurred by the Agents or any Lender in each appropriate jurisdiction (which may include a single special connection with the enforcement or protection of their rights in connection with this Agreement and the other Loan Documents, in connection with the Loans made or the Letters of Credit issued hereunder, including the reasonable fees, charges and disbursements of counsel acting in multiple jurisdictions) for the Administrative Agent, the Collateral Agent, the Arrangers Agents and the Lenders (including the reasonable fees, charges and their respective Affiliates) (disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Agents and the Co-Lead Arrangers, and, if necessary, the reasonable fees, charges and disbursements of one local counsel per jurisdiction and, in the case event of an actual or perceived any conflict of interest, where such additional counsel for each of the Borrower is informed Lenders retained with the consent of the Company to the extent of such conflict by the affected Lenders and such affected Lenders retain their own counsel, of another firm of counsel for each group of affected Lenders, similarly situated, taken as a wholeinterests). (b) The Borrower agrees Borrowers agree to indemnify the Administrative Agent, the Collateral AgentAgents, the Co-Lead Arrangers, each L/C Issuer, each Lender, the Issuing Bank each of their respective Affiliates and each Related Party of any of the foregoing Persons their respective directors, partners, officers, employees, agents, trustees and advisors (each such Person person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and reasonable and documented or invoiced out-of-pocket fees and expenses (related expenses, including reasonable counsel fees, charges and disbursements and other charges of any environmental consultant and (limited to not more than one counsel for all Indemnitees andcounsel, plus, if necessary, one firm of local counsel in each appropriate jurisdiction per jurisdiction) (which may include a single special counsel acting in multiple jurisdictions) for all Indemnitees (andexcept the allocated costs of in-house counsel), in the case of an actual incurred by or perceived conflict of interest, where the Borrower is informed of such conflict by the affected Indemnitees and such affected Indemnitees retain their own counsel, of another firm of counsel for each group of affected Indemnitees, similarly situated, taken as a whole) of asserted against any such Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document Document, or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of or otherwise relating to the Transactions and the other transactions contemplated thereby (including the syndication of the Credit Facilities)hereby, (ii) the proposed use of the proceeds of the Loans or issuance the use of Letters any Letter of Credit, Credit or (iii) any Environmental Liability related in any way to the Loan Parties, any of their respective subsidiaries or any property currently or formerly owned, leased or operated by the Loan Parties, any of their respective subsidiaries or any of their respective predecessors, including the Mortgaged Properties, except that the Borrower shall not be obligated to indemnify any Indemnitees for any environmental condition at any property to the extent negligently caused by an Indemnitee and clearly demonstrated by the Borrower as first occurring after any transfer of the property by foreclosure or by a deed in lieu of foreclosure or (iv) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by the Borrower, any other Loan Party a Borrower or any of their respective subsidiaries or Affiliates); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from (1) the gross negligence or willful misconduct of such Indemnitee (for purposes this proviso only, each of the Administrative Agent, any Co-Lead Arranger, any L/C Issuer or any Lender shall be treated as several and separate Indemnitees, but each of them together with its respective Related Parties (other than advisors), shall be treated as a single Indemnitee) or (2) any material breach of any Loan Document by such Indemnitee or (z) arose from any claim, actions, suits, inquiries, litigation, investigation or proceeding that does not involve an act or omission of any Borrower or any of its Affiliates and is brought by an Indemnitee against another Indemnitee (other than any claim, actions, suits, inquiries, litigation, investigation or proceeding against any Agent or an Arranger in its capacity as such). Subject to and without limiting the generality of the foregoing sentence, the Borrowers agree to indemnify each Indemnitee against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel or consultant fees, charges and disbursements (limited to not more than one counsel, plus, if necessary, one local counsel per jurisdiction) (except the allocated costs of in-house counsel), incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (A) any claim or liability related in any way to Environmental Laws and a Borrower or any of the Subsidiaries, or (B) any actual or alleged presence, Release or threatened Release of Hazardous Materials at, under, on, from or to any Real Property; provided, that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x1) the gross negligence, bad faith negligence or willful misconduct of such Indemnitee or any of its controlled Affiliates Related Parties (other than advisors) or (2) any material breach of any Loan Document by such Indemnitee. None of the Indemnitees (or any of their respective affiliates) shall be responsible or liable to the officersSponsors, directorsany Borrower or any of their respective subsidiaries, employeesAffiliates or stockholders or any other person or entity for any special, agentsindirect, advisors consequential or other representative punitive damages, which may be alleged as a result of the Facilities or the Transactions. The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the foregoingObligations, in each case, acting at the direction of such Indemnitee, (y) a material breach invalidity or unenforceability of any term or provision of its obligations under this Agreement as determined or any other Loan Document, or any investigation made by a court or on behalf of competent jurisdiction in a final and non-appealable decision by such Indemnitee or (z) any dispute among Indemnitees (other than a dispute involving claims against the Administrative Agent, the Swingline Lender any Co-Lead Arranger, any L/C Issuer or the Issuing Bankany Lender. All amounts due under this Section 9.05 shall be payable within fifteen (15) days of written demand therefor accompanied by reasonable documentation with respect to any reimbursement, indemnification or other amount requested. (c) Except as expressly provided in each case in their respective capacitates as such). This Section 9.05(b9.05(a) with respect to Other Taxes, which shall not be duplicative of any amounts paid pursuant to Section 2.17, this Section 9.05 shall not apply with respect to Taxes other than any Taxes, except Taxes that represent losses, claims, damages, etc. arising damages or losses resulting from any a non-Tax claim. (c) To the extent that the Borrower fails to pay any amount required to be paid by them to the Administrative Agent, the Collateral Agent, the Issuing Bank, the Swingline Lender or the Arrangers (or each of their respective Affiliates) under paragraph (a) or (b) of this Section 9.05, each Lender severally agrees to pay to the Administrative Agent, the Collateral Agent, the Issuing Bank, the Swingline Lender or the Arrangers (or each of their respective Affiliates), as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of 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, the Collateral Agent, the Issuing Bank, the Swingline Lender or the Arrangers (or each of their respective Affiliates) in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the Aggregate Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the time (in each case, determined as if no Lender were a Defaulting Lender). (d) To the fullest extent permitted by applicable law, the Borrower Borrowers shall not assert, and hereby waiveswaive, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the Transactionstransactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. (e) The provisions of agreements in this Section 9.05 shall remain operative and in full force and effect regardless of survive the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document or any investigation made by or on behalf resignation of the Administrative Agent, any L/C Issuer, the Collateral Agentreplacement of any Lender, any Lender the termination of the Commitments and the repayment, satisfaction or discharge of all the Issuing Bank. All amounts due under other Obligations and the termination of this Section 9.05 shall be payable within thirty (30) days after written demand thereforAgreement.

Expenses; Indemnity. (a) The Borrower agrees to pay (i) all reasonable and documented or invoiced out-of-pocket expenses (but limited, as to legal fees and expenses (iexpenses, to those of Xxxxxx & Xxxxxxx LLP, counsel for the Administrative Agent and X.X Xxxxxx taken as a whole, and, if reasonably necessary, of one local counsel in each material jurisdiction) incurred by the Arrangers and the Administrative Agent, the Collateral Agent, the Issuing Bank, the Swingline Lender and the Arrangers (and each of their respective Affiliates) in connection with the syndication of the Credit Facilities and the preparation and administration of this Agreement and the other Loan Documents or and in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated); provided) and (ii) all reasonable out-of-pocket expenses (but limited, that the Borrower shall not be responsible pursuant as to this clause (i) for the reasonable feeslegal fees and expenses, charges and disbursements of more than a single primary to one counsel for the Administrative Agentall such Persons taken as a whole, the Collateral Agentand, the Issuing Bankif reasonably necessary, the Swingline Lender and the Arrangers (and of one local counsel to all such Persons taken as a whole in each of their respective Affiliates) and more than a single counsel for each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions), or (iimaterial jurisdiction) incurred by the Administrative Agent, the Collateral Agentany Issuing Bank, the Arrangers (and each of their respective Affiliates) Swingline Lender or any Lender in connection with the enforcement or protection of its rights or remedies in connection with this Agreement and the other Loan Documents or in connection with the Loans made or Letters of Credit issued hereunder, including including, without limiting the reasonable feesgenerality of the foregoing, charges costs and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Administrative Agent expenses incurred in connection with: (i) appraisals (subject to Section 5.12) and insurance reviews; and (ii) field examinations and the Collateral Agent, and, preparation of Reports as described in connection with any such enforcement or protection, the reasonable fees, charges and disbursements of a single counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for the Administrative Agent, the Collateral Agent, the Arrangers and the Lenders (and their respective Affiliates) (and, in the case of an actual or perceived conflict of interest, where the Borrower is informed of such conflict by the affected Lenders and such affected Lenders retain their own counsel, of another firm of counsel for each group of affected Lenders, similarly situated, taken as a whole).Section 5.12; (b) The Borrower agrees to indemnify the Administrative Agenteach Arranger, the Collateral each Agent, each Lender, each Issuing Bank, the Issuing Bank Swingline Lender, the Floorplan Funding Agent and each Related Party of any of the foregoing Persons Persons’ Related Parties and their successors and assigns (each such Person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all lossescosts, claims, damages, liabilities and reasonable and documented or invoiced out-of-pocket fees and expenses (including reasonable fees, out-of-pocket disbursements and other charges of any environmental consultant and one counsel for all Indemnitees and, if necessary, one firm of local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for all Indemnitees (and, in to the case of an actual or perceived conflict of interest, where the Borrower is informed of such conflict by the affected Indemnitees and such affected Indemnitees retain their own counsel, of another firm of counsel for each group of affected Indemnitees, similarly situated, taken as a whole, and one local counsel to the Indemnitees taken as a whole in each material jurisdiction; provided that if (i) one or more Indemnitees shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to one or more other Indemnitees or (ii) the representation of the Indemnitees (or any portion thereof) by the same counsel would be inappropriate due to actual or potential differing interests between them, then such expenses shall include the reasonable fees, out-of-pocket disbursements and other charges of one separate counsel to such Indemnitees, taken as a whole, in each relevant jurisdiction), and liabilities of such Indemnitee arising out of, of or in any way connected with, or as a result of connection with (iw) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated thereby, the performance by the parties thereto of their respective obligations thereunder or the consummation of the Transactions and the other transactions contemplated thereby (including the syndication of the Credit FacilitiesFacility), (iix) the proposed use of the proceeds of the Loans or issuance of Letters of Credit, (iiiy) any Environmental Liability related in any way to the Loan Parties, any of their respective subsidiaries actual or any property currently or formerly owned, leased or operated by the Loan Parties, any of their respective subsidiaries or any of their respective predecessors, including the Mortgaged Properties, except that the Borrower shall not be obligated to indemnify any Indemnitees for any environmental condition at any property to the extent negligently caused by an Indemnitee and clearly demonstrated by the Borrower as first occurring after any transfer of the property by foreclosure or by a deed in lieu of foreclosure or (iv) any prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by the Borrower, any other Loan Party or any of their respective Affiliates), or (z) any actual or alleged presence or Release of Hazardous Materials on any property currently or formerly owned or operated by Holdings, the Borrower or any of the subsidiaries, or any liability under Environmental Laws related in any way to Holdings, the Borrower or the subsidiaries; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such lossescosts, claims, damages, expenses or liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) resulted from the gross negligence, bad faith faith, fraud or willful misconduct of such Indemnitee (or its Affiliates and the respective directors, officers, employees and agents of such Indemnitee and such Indemnitee’s Affiliates) (each, a “related party” of such Indemnitee) or material breach of its (or any of its controlled Affiliates related parties’) obligations hereunder or under any of the officers, directors, employees, agents, advisors other Loan Documents or other representative of in connection with any of the foregoingtransaction contemplated hereby or thereby, in each case, acting at the direction of such Indemnitee, (y) a material breach of any of its obligations under this Agreement case as determined by a court of competent jurisdiction in a final and non-appealable decision judgment or (y) relate to the presence or Release of Hazardous Materials that first occur at any property owned by Holdings or the Borrower after such property is transferred to any Indemnitee, any of its related parties or any of their respective successors or assigns by foreclosure, deed-in-lieu of foreclosure or similar transfer. The Borrower shall have no obligation to reimburse any Indemnitee for fees and expenses unless such Indemnitee or provides the Borrower with an undertaking in which such Indemnitee agrees to refund and return any and all amounts paid by the Borrower to such Indemnitee to the extent any of the foregoing items in clauses (zx) any dispute among Indemnitees and (other than a dispute involving claims against y) occurs. Notwithstanding the Administrative Agentforegoing, the Swingline Lender or the Issuing Bank, in each case in their respective capacitates as such). This this Section 9.05(b) 9.05 shall not apply with respect to Taxes other than any Taxes that represent lossesTax matters, claims, damages, etc. arising from any non-Tax claimwhich shall be governed exclusively by Section 2.20. (c) To the extent that the Borrower fails to pay any amount required to be paid by them it to the Administrative AgentArrangers, the Collateral Agent, the Issuing Bank, the Swingline Lender Administrative Agent or the Arrangers (or each of their respective Affiliates) any other Indemnitee related thereto under paragraph (a) or (b) of this Section 9.05(and without limiting its obligation to do so), each Lender severally agrees to pay to the Arrangers, such Indemnitee and the Administrative Agent, the Collateral Agent, the Issuing Bank, the Swingline Lender or the Arrangers (or each of their respective Affiliates), as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of 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 Arrangers, the Administrative Agent, the Collateral Agent, the Issuing BankBanks, the Swingline Lender or the Arrangers (or each of their respective Affiliates) such Indemnitee in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of outstanding the Aggregate aggregate Revolving Credit Exposure, outstanding Term Loans Exposure and unused Commitments at the time (in each case, determined as if no Lender were a Defaulting Lender)time. (d) To the extent permitted by applicable law, the Borrower no party hereto shall not assert, and each party hereto hereby waives, any claim against from (i) the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems, except to the extent such damages have resulted from the willful misconduct, bad faith, fraud or gross negligence of such party of any Indemniteeof its Affiliates or the respective directors, on officers, employees and agents of such party and such party’s Affiliates and (ii) any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof; provided that nothing contained in this sentence shall limit the Borrower’s indemnification obligations to the extent such special, indirect, consequential and punitive damages are included in any third party claim in connection with which such Indemnitee is entitled to indemnification hereunder. (e) The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of survive the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document Document, or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent, any Lender or the Issuing BankBanks. All amounts due under this Section 9.05 shall be payable within thirty (30) 30 days after written demand thereforreceipt of an invoice relating thereto setting forth such amounts in reasonable detail.