Common use of Payment of Expenses and Taxes; Indemnification Clause in Contracts

Payment of Expenses and Taxes; Indemnification. (a) Each Borrower agrees separately (subject to Section 9.5(b)) (i) to reimburse the Administrative Agent for its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent, (ii) to reimburse each Lender and the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement with respect to such Borrower, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to each Lender and of counsel to the Administrative Agent, (iii) to indemnify and hold harmless each Lender and the Administrative Agent from any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents with respect to such Borrower, and (iv) to indemnify and hold harmless each Lender and the Administrative Agent (and their respective affiliates, directors, officers, agents and employees (the “Related Parties” and collectively with the Administrative Agent and the Lenders, the “Indemnified Parties”)) from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, reasonable costs, reasonable out-of-pocket expenses or disbursements of any kind or nature whatsoever arising from or in connection with the execution, delivery, enforcement, performance and administration of this Agreement, the actual or proposed use of proceeds, the other Loan Documents and any such other documents, the failure of such Borrower to comply with rules, regulations and laws regarding the business of mutual funds, such Borrower’s false or incorrect representations or warranties or other information provided in connection with this Agreement, or failure of such Borrower to comply with covenants contained herein or in any Note in a timely manner (all the foregoing in this clause (iv), collectively, the “indemnified liabilities”), provided, that such Borrower shall have no obligation hereunder to any Indemnified Party with respect to indemnified liabilities to the extent arising from (A) with respect to any Indemnified Party, the gross negligence or willful misconduct of such Indemnified Party or its Related Parties, or such Indemnified Party’s failure to comply with any material law or regulation governing the transactions contemplated hereby, or (B) disputes arising between or among the Indemnified Parties with respect to this Agreement. The agreements in this Section shall survive termination of the Commitments and repayment of the Revolving Credit Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes; Indemnification. The Borrower agrees (a) Each Borrower agrees separately (subject to Section 9.5(b)) (i) to pay or reimburse the Administrative Agent and WCM for its all reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation preparation, negotiation, printing and execution of, and any amendment, supplement or modification to, this Credit Agreement and the other Loan Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, together with the reasonable fees and disbursements of counsel to the Administrative Agent, (iib) to pay or reimburse each Lender and the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement with respect to such BorrowerCredit Agreement, the other Loan Documents Notes and any such other documentsCredit Document, including, without limitation, the reasonable fees and disbursements of counsel to each Lender and of counsel to the Administrative Agent, (iii) to indemnify and hold harmless each Lender and the Administrative Agent from and to the Lenders (including reasonable allocated costs of in-house legal counsel of Administrative Agent), (c) on demand, to pay, indemnify, and hold each Lender, the Administrative Agent and WCM harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, paying stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Credit Documents and any such other documents with respect to such Borrowerdocuments, and (ivd) to defend, indemnify and hold harmless each Lender and the Administrative Agent (and their respective affiliates, directors, officers, agents and employees (the “Related Parties” and collectively with the Administrative Agent and the Lenders, the “Indemnified Parties”)) and their respective Affiliates and their respective employees, agents, officers and directors, from and against any and all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature known or unknown, contingent or otherwise, arising out of, or in any way relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Credit Parties or the Properties, or any orders, requirements or demands of Governmental Authorities related thereto, including, without limitation, reasonable attorney’s and consultant’s fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor, and (e) to pay, indemnify, and hold each Lender, the Administrative Agent and WCM and their Affiliates, employees, officers and directors harmless from and against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, reasonable costs, reasonable out-of-pocket expenses or disbursements of any kind or nature whatsoever with respect to the use, or proposed use, of proceeds of the Loans or Letters of Credit, and (f) to pay, indemnify, and hold each Lender, the Administrative Agent and WCM and their Affiliates, employees, officers and directors harmless from and against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever to the extent arising from or in connection third party claims with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the actual or proposed use of proceeds, the other Loan Credit Documents and any such other documents, the failure of such Borrower to comply with rules, regulations and laws regarding the business of mutual funds, such Borrower’s false or incorrect representations or warranties or other information provided in connection with this Agreement, or failure of such Borrower to comply with covenants contained herein or in any Note in a timely manner documents (all of the foregoing in this clause (iv)foregoing, collectively, the “indemnified liabilities”), ; provided, however, that such the Borrower shall not have no any obligation hereunder to the Administrative Agent, WCM or any Indemnified Party Lender with respect to indemnified liabilities to the extent arising from (A) with respect to any Indemnified Party, the gross negligence or willful misconduct of such Indemnified Party or its Related Partiesthe Administrative Agent, WCM or such Indemnified Party’s failure to comply with any material law or regulation governing the transactions contemplated herebyLender, or (B) disputes arising between or among the Indemnified Parties with respect to this Agreementas determined by a court of competent jurisdiction. The agreements in this Section 9.5 shall survive termination of the Commitments and repayment of the Revolving Credit Loans Loans, Notes, LOC Obligations and all other amounts payable hereunder.

Payment of Expenses and Taxes; Indemnification. (a) Each The Borrower agrees separately (subject to Section 9.5(b)) (i) to reimburse the Administrative Agent Lender for its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative AgentLender, (ii) to reimburse each the Lender and the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement with respect to such the Borrower, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to each Lender and of counsel to the Administrative AgentLender, (iii) to indemnify and hold harmless each the Lender and the Administrative Agent from harmless, from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents with respect to such the Borrower, and (iv) to indemnify and hold harmless each the Lender and the Administrative Agent (and their respective affiliates, directors, officers, agents and employees (the “Related Parties” and collectively with the Administrative Agent and the LendersLender, the “Indemnified Parties”)) harmless from and against any and all other liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suits, reasonable costs, reasonable out-of-pocket expenses or disbursements of any kind or nature whatsoever (including but not limited to reasonable attorney’s fees and settlement costs) arising directly or indirectly from or in connection with the execution, delivery, enforcement, performance and administration of this Agreement, the actual or proposed use of proceeds, the other Loan Documents and any such other documents, from the Borrower’s use of proceeds or the commitment, from failure of such the Borrower to comply with rules, regulations and laws regarding the business of mutual funds, such Borrower’s from false or incorrect representations or warranties or other information provided in connection with this Agreement, or from failure of such the Borrower to comply with covenants contained herein or in any Note in a timely manner (all the foregoing in this clause (iv), collectively, the “indemnified liabilities”), provided, that such the Borrower shall have no obligation hereunder to any Indemnified Party with respect to indemnified liabilities to the extent arising from (A) with respect to any Indemnified Party, the gross negligence or willful misconduct of such Indemnified Party or its Related PartiesParty, or such Indemnified Party’s failure to comply with any material law or regulation governing the transactions contemplated hereby, or (B) disputes arising between or among the Indemnified Parties Lender, or (C) with respect to this Agreementany such Indemnified Party, the failure of such Indemnified Party (and its Affiliates) to comply with any Requirement of Law. The agreements in this Section 8.5(a) shall survive the termination of this Agreement and the Commitments and repayment payment of the Revolving Credit Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes; Indemnification. The Borrower agrees (a) Each Borrower agrees separately (subject to Section 9.5(b)) (i) to pay or reimburse the Administrative Agent and WCM for its all reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation preparation, negotiation, printing and execution of, and any amendment, supplement or modification to, this Credit Agreement and the other Loan Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, together with the reasonable fees and disbursements of counsel to the Administrative Agent, (iib) to pay or reimburse each Lender and the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement with respect to such BorrowerCredit Agreement, the other Loan Documents Notes and any such other documentsCredit Document, including, without limitation, the reasonable fees and disbursements of counsel to each Lender and of counsel to the Administrative Agent, (iii) to indemnify and hold harmless each Lender and the Administrative Agent from and to the Lenders (including reasonable allocated costs of in-house legal counsel of Administrative Agent), (c) on demand, to pay, indemnify, and hold each Lender, the Administrative Agent and WCM harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, paying stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Credit Documents and any such other documents with respect to such Borrowerdocuments, and (ivd) to defend, indemnify and hold harmless each Lender and the Administrative Agent (and their respective affiliates, directors, officers, agents and employees (the “Related Parties” and collectively with the Administrative Agent and the Lenders, the “Indemnified Parties”)) and their respective Affiliates and their respective employees, agents, officers and directors, from and against any and all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature known or unknown, contingent or otherwise, arising out of, or in any way relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Credit Parties, any Investment Loan Subsidiary or the Properties, or any orders, requirements or demands of Governmental Authorities related thereto, including, without limitation, reasonable attorney’s and consultant’s fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor, and (e) to pay, indemnify, and hold each Lender, the Administrative Agent and WCM and their Affiliates, employees, officers and directors harmless from and against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, reasonable costs, reasonable out-of-pocket expenses or disbursements of any kind or nature whatsoever with respect to the use, or proposed use, of proceeds of the Loans or Letters of Credit, (f) to pay, indemnify, and hold each Lender, the Administrative Agent and WCM and their Affiliates, employees, officers and directors harmless from and against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever to the extent arising from or in connection third party claims with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the actual or proposed use of proceeds, the other Loan Credit Documents and any such other documents; and (g) to pay, indemnify, and hold each Lender, the failure Administrative Agent and WCM and their Affiliates, employees, officers and directors harmless from and against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of such Borrower any kind or nature whatsoever to comply with rules, regulations and laws regarding the business of mutual funds, such Borrower’s false extent arising from or incorrect representations or warranties or other information provided in connection with this Agreement, or failure of such Borrower related to comply with covenants contained herein or in any Note in a timely manner Investment Loan Subsidiary (all of the foregoing in this clause (iv)foregoing, collectively, the “indemnified liabilities”), ; provided, however, that such the Borrower shall not have no any obligation hereunder to the Administrative Agent, WCM or any Indemnified Party Lender with respect to indemnified liabilities to the extent arising from (A) with respect to any Indemnified Party, the gross negligence or willful misconduct of such Indemnified Party or its Related Partiesthe Administrative Agent, WCM or such Indemnified Party’s failure to comply with any material law or regulation governing the transactions contemplated herebyLender, or (B) disputes arising between or among the Indemnified Parties with respect to this Agreementas determined by a court of competent jurisdiction. The agreements in this Section 9.5 shall survive termination of the Commitments and repayment of the Revolving Credit Loans Loans, Notes, LOC Obligations and all other amounts payable hereunder.

Payment of Expenses and Taxes; Indemnification. (a) Each Borrower agrees separately severally, and not jointly or jointly and severally, (subject to Section 9.5(b)) (i) to reimburse reimburse, according to its Pro Rata Allocation, the Administrative Agent for its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent; provided that any such fees and disbursements described in this clause (i) that are incurred in connection with the initial closing of this Agreement on the Closing Date shall be subject to any cap set forth in the Engagement Letter dated as of December 10, 2014 among each Fund on behalf of itself or a series thereof that is a Borrower, X.X. Xxxxxx Securities LLC and JPMorgan Chase Bank, N.A., (ii) to reimburse each Lender and the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement with respect to such Borrower, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to each Lender and of counsel to the Administrative Agent, (iii) to indemnify and hold harmless each Lender and the Administrative Agent from any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents with respect to such Borrower, and (iv) to indemnify and hold harmless each Lender and the Administrative Agent (and their respective affiliates, directors, officers, agents and employees (the “Related Parties” and collectively with the Administrative Agent and the Lenders, the “Indemnified Parties”)) from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, reasonable costs, reasonable out-of-pocket expenses or disbursements of any kind or nature whatsoever (including reasonable attorneys’ fees) incurred by any Indemnified Party or asserted against any Indemnified Party by any third party or by any Fund or the Borrower and arising from or in connection with the execution, delivery, enforcement, performance and administration of this Agreement, the actual or proposed use of proceeds, the other Loan Documents and any such other documents, the failure of such Borrower to comply with rules, regulations and laws regarding the business of mutual funds, such Borrower’s false or incorrect representations or warranties or other information provided in connection with this Agreement, or failure of such Borrower to comply with covenants contained herein or in any Note in a timely manner (all the foregoing in this clause (iv), collectively, the “indemnified liabilities”), provided, that such Borrower shall have no obligation hereunder to any Indemnified Party with respect to indemnified liabilities to the extent arising from (A) from, with respect to any Indemnified Party, the gross negligence or willful misconduct of such Indemnified Party or its Related Parties, or such Indemnified Party’s failure to comply with any material law or regulation governing the transactions contemplated hereby, or (B) disputes arising between or among the Indemnified Parties with respect to this Agreement. The agreements in this Section shall survive termination of the Commitments and repayment of the Revolving Credit Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes; Indemnification. (a) Each The Borrower agrees separately to pay within thirty (subject to Section 9.5(b)30) (i) to reimburse the Administrative Agent for its reasonable out-of-pocket days after receipt of an invoice therefor, all costs and expenses incurred in connection with the developmentpreparation, preparation negotiation, execution, delivery, registration and execution ofadministration of this Agreement, the Note and the other Credit Documents and any amendment, supplement or modification toto or extension or restatement of, this Agreement and the other Loan Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, including the reasonable fees and disbursements out-of-pocket expenses of counsel to and of technical advisors and consultants for the Administrative AgentAgent with respect thereto and with respect to advising the Administrative Agent as to its rights and responsibilities under this Agreement; provided, however, that so long as no Event of Default shall have occurred and be continuing, the Borrower’s prior written consent (iinot to be unreasonably withheld) shall be obtained before the Administrative Agent retains a technical advisor or other technical consultant. The Borrower further agrees to reimburse pay on demand all losses, costs and expenses, if any (including reasonable counsel fees and expenses), in connection with the preservation of any rights of the Lenders under, or the enforcement of, or legal advice in respect of the rights or responsibilities of the Lenders under, this Agreement, the Note and the other Credit Documents, including losses, costs and expenses sustained by the Lenders as a result of any failure by any Borrower to perform or observe its obligations contained herein or in the Note held by the Lenders or in connection with any refinancing or restructuring of the Loan in the nature of a “workout.” The Borrower further agrees to pay on demand, and to indemnify, and hold each Lender and the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement with respect to such Borrowerharmless from, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to each Lender and of counsel to the Administrative Agent, (iii) to indemnify and hold harmless each Lender and the Administrative Agent from any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents with respect to such Borrower, and (iv) to indemnify and hold harmless each Lender and the Administrative Agent (and their respective affiliates, directors, officers, agents and employees (the “Related Parties” and collectively with the Administrative Agent and the Lenders, the “Indemnified Parties”)) from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, reasonable costs, reasonable out-of-pocket expenses or disbursements of any kind or nature whatsoever arising from or in connection with the execution, delivery, enforcement, performance and administration of this Agreement, the actual or proposed use of proceeds, the other Loan Credit Documents and any such other documents, the failure of such Borrower to comply with rules, regulations and laws regarding the business of mutual funds, such Borrower’s false or incorrect representations or warranties or other information provided in connection with this Agreement, or failure of such Borrower to comply with covenants contained herein or in any Note in a timely manner (all the foregoing in this clause (iv), collectively, the “indemnified liabilities”), provided, that such Borrower shall have no obligation hereunder to any Indemnified Party with respect to indemnified liabilities to the extent arising from (A) with respect to any Indemnified Party, the gross negligence or willful misconduct of such Indemnified Party or its Related Parties, or such Indemnified Party’s failure to comply with any material law or regulation governing the transactions contemplated hereby, or (B) disputes arising between or among the Indemnified Parties with respect to this Agreement. The agreements in this Section shall survive termination of the Commitments and repayment of the Revolving Credit Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes; Indemnification. (a) Each The Borrower agrees separately (subject to Section 9.5(b)) agrees, (i) to pay or reimburse the Administrative Agent Agents for its all their reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, including the reasonable fees fees, disbursements and disbursements other charges of Weil, Gotshal & Xxxxxx LLP and one counsel to in each relevant local jurisdiction approved by the Administrative AgentBorrower, (ii) to pay or reimburse each Lender Lender, the Collateral Agent and the Administrative Agent for all its their reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement with respect to such BorrowerAgreement, the other Loan Credit Documents and any such other documents, including, without limitation, including the reasonable fees fees, disbursements and disbursements other charges of counsel to each Lender and of one firm or counsel to the Administrative AgentAgent and the Collateral Agent and, to the extent required, one firm or local counsel in each relevant local jurisdiction, (iii) to indemnify pay, indemnify, and hold harmless each Lender and the Administrative Agent from any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise excise, property, intangible, mortgage recording and other similar taxes, if any, which that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Credit Documents and any such other documents with respect to such Borrowerdocuments, and (iv) to pay, indemnify and hold harmless each Lender and Lender, the Administrative Agent (Agent, the Collateral Agent, the Joint Lead Arrangers and their respective affiliates, directors, officers, agents and employees Related Parties (the “Related Parties” and collectively with the Administrative Agent and the Lenders, the “Indemnified Parties”)) from and against any and all other EXECUTION COPY liabilities, obligations, losses, damages, penalties, actions, judgments, suits, reasonable costs, reasonable out-of-pocket expenses or disbursements of any kind or nature whatsoever whatsoever, including reasonable and documented fees, disbursements and other charges of one firm of counsel for all Indemnified Parties (and, in the case of an actual or perceived conflict of interest where the Indemnified Party affected by such conflict has retained its own counsel, of another firm of counsel for such affected Indemnified Party), and to the extent required, one firm or local counsel in each relevant jurisdiction for all Indemnified Parties, arising from out of, or in connection with respect to the Transactions or to the execution, delivery, enforcement, performance and administration of this Agreement, the actual or proposed use of proceeds, the other Loan Credit Documents and any such other documentsdocuments or the use of the proceeds thereof, including any of the failure foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law or any actual or alleged presence of such Borrower Hazardous Materials applicable to comply with rulesthe operations of the Borrower, regulations and laws regarding any of its Subsidiaries or any of the business of mutual funds, such Borrower’s false or incorrect representations or warranties or other information provided in connection with this Agreement, or failure of such Borrower to comply with covenants contained herein or in any Note in a timely manner Real Estate (all the foregoing in this clause (iv), collectively, the “indemnified liabilities”), provided, ; provided that such the Borrower shall have no obligation hereunder to any Indemnified Party with respect to indemnified liabilities to the extent arising from (A) with respect to any Indemnified Party, the gross negligence negligence, bad faith or willful misconduct of such Indemnified Party or its Related Parties, or such Indemnified Party’s failure to comply with any material law or regulation governing the transactions contemplated hereby, or (B) a material breach of the obligations of such Indemnified Party or its Related Parties under the Credit Documents or (C) disputes arising between or among the Indemnified Parties with respect to Parties. All amounts payable under this AgreementSection 12.5 shall be paid within 5 Business Days after receipt by the Borrower of an invoice relating thereto setting forth such expense in reasonable detail. The agreements in this Section 12.5 shall survive termination of the Commitments and repayment of the Revolving Credit Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes; Indemnification. (a) Each The Borrower agrees separately (subject to Section 9.5(b)) (i) to reimburse the Administrative Agent for its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent, (ii) to reimburse each Lender and the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement with respect to such the Borrower, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to each Lender and of counsel to the Administrative Agent, (iii) to indemnify and hold harmless each Lender Lender, the Syndication Agent and the Administrative Agent from harmless, from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents with respect to such the Borrower, and (iv) to indemnify and hold harmless each Lender Lender, the Syndication Agent and the Administrative Agent (and their respective affiliates, directors, officers, agents and employees (the “Related Parties” and collectively with the Administrative Agent, the Syndication Agent and the Lenders, the “Indemnified Parties”)) harmless from and against any and all other liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suits, reasonable costs, reasonable out-of-pocket expenses or disbursements of any kind or nature whatsoever (including but not limited to reasonable attorney’s fees and settlement costs) arising directly or indirectly from or in connection with the execution, delivery, enforcement, performance and administration of this Agreement, the actual or proposed use of proceeds, the other Loan Documents and any such other documents, from the Borrower’s use of proceeds or the commitment, from failure of such the Borrower to comply with rules, regulations and laws regarding the business of mutual funds, such Borrower’s from false or incorrect representations or warranties or other information provided in connection with this Agreement, or from failure of such the Borrower to comply with covenants contained herein or in any Note in a timely manner (all the foregoing in this clause (iv)) , collectively, the “indemnified liabilities”), provided, that such the Borrower shall have no obligation hereunder to any Indemnified Party with respect to indemnified liabilities to the extent arising from (A) with respect to any Indemnified Party, the gross negligence or willful misconduct of such Indemnified Party or its Related Partiesas finally determined in a nonappealable judgment by a court of competent jurisdiction, or such Indemnified Party’s failure to comply with any material law or regulation governing the transactions contemplated hereby, or (B) disputes arising between or among the Indemnified Parties Lenders, the Syndication Agent and the Administrative Agent, or (C) with respect to this Agreementany such Indemnified Party, the failure of such Indemnified Party (and its Affiliates) to comply with any Requirement of Law. The agreements in this Section 9.5 shall survive the termination of this Agreement and the Commitments and repayment payment of the Revolving Credit Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes; Indemnification. The Company agrees (a) Each Borrower agrees separately (subject to Section 9.5(b)) (i) to pay or reimburse the Administrative Agent Collateral Trustee for all its reasonable fees, out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Security Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, including the reasonable fees fees, disbursements and disbursements other charges of counsel to the Administrative AgentCollateral Trustee, (iib) to pay or reimburse each Lender the Collateral Trustee and the Administrative Agent other Credit Agreement Secured Parties for all its their reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement with respect to such BorrowerAgreement, the other Loan Security Documents and any such other documents, includingincluding the fees, without limitation, the reasonable fees disbursements and disbursements of counsel to each Lender and other charges of counsel to the Administrative AgentCollateral Trustee and the other Credit Agreement Secured Parties, (iiic) to indemnify pay, indemnify, and hold harmless each Lender and the Administrative Agent Collateral Trustee, the other Secured Parties from any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, which that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Security Documents and any such other documents with respect to such Borrower, and (ivd) to pay, indemnify and hold harmless the Collateral Trustee, each Lender co-trustee and the Administrative Agent (other Secured Parties and their respective affiliates, directors, officers, employees, trustees and agents and employees (the “Related Parties” and collectively with the Administrative Agent and the Lenders, the “Indemnified Parties”)) from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, reasonable costs, reasonable out-of-pocket expenses or disbursements of any kind or nature whatsoever arising from or in connection whatsoever, including reasonable and documented fees, disbursements and other charges of counsel, with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the actual or proposed use of proceeds, the other Loan Security Documents and any such other documents, including any of the failure foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law or any actual or alleged presence of such Borrower Materials of Environmental Concern applicable to comply the operations of the Company, any of its Subsidiaries or any of its property except in each case with rules, regulations respect to the costs and laws regarding expenses of the business of mutual funds, such Borrower’s false or incorrect representations or warranties or other information provided type described in connection with this Agreement, or failure of such Borrower to comply with covenants contained herein or in any Note in a timely manner the foregoing clauses (a) and (b) (all the foregoing in this clause (ivd), collectively, the “indemnified liabilities”), provided, ; provided that such Borrower the Grantors shall have no obligation hereunder to the Collateral Trustee or any Indemnified other Secured Party nor any of their respective directors, officers, employees and agents with respect to indemnified liabilities to the extent arising from (Ai) with respect to any Indemnified Partythe bad faith, the gross negligence or willful misconduct of the party to be indemnified (in each case as determined by a final non-appealable order by a court of competent jurisdiction). By accepting the benefits of this Agreement, each of the holders of Secured Obligations (other than the Collateral Trustee) severally agrees (i) to pay and reimburse the Collateral Trustee and each co-trustee, on demand, in the amount of its pro rata share from time to time (based on the principal amount of the Secured Obligations of such Indemnified Party Secured Party), of any reasonable fees and expenses referred to in this Agreement or any other Security Document securing Obligations owed to such Secured Parties and/or any other fees due to and expenses incurred by the Collateral Trustee and each co-trustee in connection with performance of its Related duties hereunder, the administration of any Security Document and the enforcement and protection of the rights of the Collateral Trustee and the Secured Parties which shall not have been paid or reimbursed by the Company or paid from the proceeds of Collateral as provided herein and (ii) to indemnify and hold harmless the Collateral Trustee and each co-trustee and their affiliates and each and all of their respective directors, officers, partners, trustees, employees, attorneys and agents, on demand, in the amount of such pro rata share, from and against any and all liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements referred to in this Agreement and/or incurred by the Collateral Trustee and each co-trustee in connection with the execution, delivery, performance, preparation and administration of this Agreement or any other Security Document or the enforcement and protection of the rights of the Secured Parties, to the extent the same shall not have been paid or such Indemnified Party’s failure to comply with any material law reimbursed by the Company or regulation governing paid from the transactions contemplated hereby, or (B) disputes arising between or among the Indemnified Parties with respect to this Agreementproceeds of Collateral as provided herein. The agreements in this Section 8.9 shall survive termination of the Commitments and repayment of the Revolving Credit Loans Secured Obligations and all other amounts payable hereunderhereunder and under the other Secured Debt Documents and the removal or resignation of the Collateral Trustee.

Payment of Expenses and Taxes; Indemnification. Each Borrower and each other Loan Party agrees to promptly, and in any case within thirty (30) days of presentation of an invoice therefor: (a) Each Borrower agrees separately (subject to Section 9.5(b)) (i) to pay or reimburse the Administrative each Agent and each Initial Lender for its all their reasonable and documented costs, fees and out-of-pocket costs and expenses incurred in connection with the developmentnegotiation, preparation preparation, execution, delivery and execution administration of, and any amendment, supplement supplement, or other modification to, and any waiver of any provision of, and any consent under, this Loan Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewiththerewith (in each case, whether or not consummated), and the consummation and administration of the transactions contemplated hereby and thereby, includingincluding without limitation such reasonable and documented costs, without limitationfees and out-of-pocket expenses related to due diligence, appraisal costs, lien searches and filing fees and such costs, fees and expenses in relation to any payoff letter or other termination agreement and associated lien releases, and limited in the case of legal expenses to the reasonable fees and documented fees, disbursements and other charges of one external counsel to the Administrative Agent, Agents and the Lenders (iiabsent any conflict of interest) and reasonably necessary special counsel and local counsel in each applicable jurisdiction to the Agents and the Lenders; (b) to pay or reimburse each Agent and each Lender and the Administrative Agent for all its costs of their reasonable and documented costs, fees and out-of-pocket expenses incurred thereby and by their Affiliates in connection with the enforcement or preservation of any rights under this Agreement with respect to such BorrowerLoan Agreement, the other Loan Documents and any such other documentsdocuments prepared in connection herewith or therewith, includingin connection with any workout, without limitationrestructuring or negotiations in respect thereof, in connection with any action to protect, collect, sell, liquidate or dispose of any Collateral, and in connection with any litigation, arbitration or other contest, dispute, suit, or proceeding relating to any of the reasonable fees foregoing, including in each case the fees, disbursements and disbursements other charges of counsel to each Lender and of one external counsel to the Administrative AgentAgent and the Lenders, and reasonably necessary special counsel and local counsel in each applicable jurisdiction to the Agent and the Lenders; (iiic) to indemnify pay, indemnify, and hold harmless each Agent and each Lender and the Administrative Agent from any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxesOther Taxes, if any, which that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the 144 transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Loan Agreement, the other Loan Documents and any such other documents with respect documents; (d) to such Borrowerpay or reimburse each Agent and each Lender for all reasonable fees, costs and expenses incurred in exercising their rights under Section 8.02 and Section 8.16 and (ive) to pay, indemnify and hold harmless each Lender Agent, each Lender, each other Secured Party, and the Administrative Agent (and their respective affiliatesRelated Parties of each of them, directors, officers, agents and employees (the “Related Parties” and collectively with the Administrative Agent and the Lenders, the “Indemnified Parties”)) from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, and third party suits, reasonable costsincluding any of the foregoing relating to any Environmental Claim that relates to any Loan Party or any property owned or leased by any Loan Party, reasonable out-the violation of-pocket expenses , noncompliance with or disbursements liability under, any Environmental Law by any Loan Party or any property owned or leased by any Loan Party or any actual or alleged presence of Hazardous Materials on any kind property owned or nature whatsoever arising leased by any Loan Party or resulting from or any Loan Party in connection with the executionoperations of any Loan Party, delivery, enforcement, performance and administration Subsidiary of this Agreement, the actual any Loan Party or proposed use any of proceeds, the other Loan Documents and any such other documents, the failure of such Borrower to comply with rules, regulations and laws regarding the business of mutual funds, such Borrower’s false or incorrect representations or warranties or other information provided in connection with this Agreement, or failure of such Borrower to comply with covenants contained herein or in any Note in a timely manner their Real Property (all the foregoing in this clause (ive), collectively, the “indemnified liabilitiesIndemnified Liabilities”), ; provided, however, that such Borrower the Loan Parties shall have no obligation hereunder under this clause (e) to either Agent, any Lender, any other Secured Party, or any Related Party of any of them, for Indemnified Party with respect to indemnified liabilities to the extent Liabilities arising from (A) with respect to any Indemnified Party, the gross negligence negligence, bad faith or willful misconduct of the party to be indemnified, as determined by a final, non-appealable order of a court of competent jurisdiction, (B) any breach of the funding obligations under this Agreement by such Indemnified Party or its Related Parties(C) any Claim resulting from one party to be indemnified against any other party to be indemnified and that does not involve an act or omission of any Borrower, any Guarantor or such Indemnified Party’s failure to comply with any material law of their respective Subsidiaries or regulation governing the transactions contemplated hereby, or (B) disputes arising between or among the Indemnified Parties with respect to this AgreementAffiliates. The agreements in this Section 12.05 shall survive termination of the Commitments and repayment of the Revolving Credit Loans and all other amounts payable hereunderhereunder and the termination of this Loan Agreement. To the fullest extent permitted by Applicable Law, no Loan Party shall assert, and each Loan Party hereby waives, any claim against any Agent, any Lender, any other Secured Party and the Related Parties of each of them, on any theory of liability, for any general or consequential damages, or direct or indirect damages, in each case of any kind, and in each case whether special, reliance, punitive, compensatory, benefit of the bargain, “cover”, expectancy, exemplary, incidental, “lost profits”, or similar or other damages (including, but not limited to, damages resulting from loss of profits, revenue or business opportunity, business impact or anticipated savings) or multiples of damages, other than direct, foreseeable, actual out‑of-pocket damages, arising out of, in connection with, or as a result of, this Loan Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof. No Lender, no Agent, no other Secured Party, and no Related Party of any of them 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 Loan Agreement or the other Loan Documents or the transactions contemplated hereby or thereby, in the absence of the willful misconduct, bad faith or gross negligence of such Person as determined by a final, non-appealable order of a court of competent jurisdiction.

Payment of Expenses and Taxes; Indemnification. The Borrower agrees, (a) Each Borrower agrees separately (subject to Section 9.5(b)) (i) to pay or reimburse the Administrative Agent Agents for its all their reasonable and documented out-of-pocket costs and expenses incurred in connection with due diligence in respect of the transactions contemplated by this Agreement, the development, preparation and execution of, and any amendment, supplement supplement, or modification to, this Agreement and the other Loan Documents Credit Documents, including in connection with an initial syndication, and any other documents prepared in connection herewith or therewith, and the consummation consummation, monitoring, oversight and administration of the transactions contemplated hereby and thereby, including, without limitation, including the reasonable fees fees, disbursements and disbursements other charges of counsel to the Administrative AgentAgents, (iib) to pay or reimburse each Lender and the Administrative Agent Agents for all its their reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement with respect to such BorrowerAgreement, the other Loan Credit Documents and any such other documents, includingor in connection with the Loans made hereunder, without limitationincluding all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans, and including the reasonable fees fees, disbursements and disbursements other charges of counsel to each Lender and of counsel to the Administrative AgentAgents, (iiic) to indemnify pay, indemnify, and hold harmless each Lender and the Administrative Agent Agents from any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxesOther Taxes, if any, which that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Credit Documents and any such other documents with respect documents, (d) to such Borrowerpay or reimburse Collateral Agent for all reasonable fees, costs and expenses incurred in exercising its rights under Section 8.16 and (ive) to pay, indemnify and hold harmless each Lender and the Administrative Agent (Agents and their respective affiliates, directors, officers, agents and employees (the “Related Parties” and collectively with the Administrative Agent and the Lenders, the “Indemnified Parties”)) Parties from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, and reasonable costs, and documented (to the extent available) reasonable out-of-pocket costs, expenses or disbursements of any kind or nature whatsoever arising from or in connection whatsoever, including reasonable and documented (to the extent available) fees, disbursements and other charges of counsel, with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the actual or proposed use of proceeds, the other Loan Credit Documents and any such other documents, including any of the failure foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law or any actual or alleged presence of such Borrower Hazardous Materials applicable to comply with rulesthe operations of each Credit Party, regulations and laws regarding the business any of mutual funds, such Borrower’s false their respective Subsidiaries or incorrect representations or warranties or other information provided in connection with this Agreement, or failure any of such Borrower to comply with covenants contained herein or in any Note in a timely manner their Real Property (all the foregoing in this clause (ive), collectively, the “indemnified liabilitiesIndemnified Liabilities”), provided, ; provided that such Borrower the Credit Parties shall not have no any obligation hereunder to the Agents or any Indemnified Party Lender nor any of their Related Parties with respect to indemnified liabilities to the extent Indemnified Liabilities arising from (A) with respect to any Indemnified Party, the gross negligence or willful misconduct of such Indemnified Party or its Related Parties, or such Indemnified Party’s failure the party to comply with any material law or regulation governing the transactions contemplated hereby, or (B) disputes arising between or among the Indemnified Parties with respect to this Agreementbe indemnified as determined by a final and non-appealable decision of a court of competent jurisdiction. The agreements in this Section 12.05 shall survive termination of the Commitments and repayment of the Revolving Credit Loans and all other amounts payable hereunder.hereunder and termination of this Agreement. To the fullest extent permitted by Applicable Law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against any Lender, any Agent and their respective Related Parties, 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, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, the Loans or the use of the proceeds thereof. No Lender, no Agent nor any of their respective Related Parties 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 Credit Documents or the transactions contemplated hereby or thereby. 101

Payment of Expenses and Taxes; Indemnification. (a) Each The Borrower agrees separately (subject to Section 9.5(b)) (i) to reimburse the Administrative Agent for its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent, (ii) to reimburse each Lender and the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement with respect to such the Borrower, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to each Lender and of counsel to the Administrative Agent, (iii) to indemnify and hold harmless each Lender and the Administrative Agent from harmless, from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents with respect to such the Borrower, and (iv) to indemnify and hold harmless each Lender and the Administrative Agent (and their respective affiliates, directors, officers, agents and employees (the “Related Parties” and collectively with the Administrative Agent and the Lenders, the “Indemnified Parties”)) harmless from and against any and all other liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suits, reasonable costs, reasonable out-of-pocket expenses or disbursements of any kind or nature whatsoever (including but not limited to reasonable attorney’s fees and settlement costs) arising directly or indirectly from or in connection with the execution, delivery, enforcement, performance and administration of this Agreement, the actual or proposed use of proceeds, the other Loan Documents and any such other documents, from the Borrower’s use of proceeds or the commitment, from failure of such the Borrower to comply with rules, regulations and laws regarding the business of mutual funds, such Borrower’s from false or incorrect representations or warranties or other information provided in connection with this Agreement, or from failure of such the Borrower to comply with covenants contained herein or in any Note in a timely manner (all the foregoing in this clause (iv)) , collectively, the “indemnified liabilities”), provided, that such the Borrower shall have no obligation hereunder to any Indemnified Party with respect to indemnified liabilities to the extent arising from (A) with respect to any Indemnified Party, the gross negligence or willful misconduct of such Indemnified Party or its Related Partiesas finally determined in a nonappealable judgment by a court of competent jurisdiction, or such Indemnified Party’s failure to comply with any material law or regulation governing the transactions contemplated hereby, or (B) disputes arising between or among the Indemnified Parties Lenders and the Administrative Agent, or (C) with respect to this Agreementany such Indemnified Party, the failure of such Indemnified Party (and its Affiliates) to comply with any Requirement of Law. The agreements in this Section 9.5 shall survive the termination of this Agreement and the Commitments and repayment payment of the Revolving Credit Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes; Indemnification. (a) Each Borrower agrees separately The Borrowers agree (subject to Section 9.5(b)) (ia) to pay or reimburse the Administrative Agent for its all reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, includingincluding the reasonable, without limitation, the reasonable documented and out-of-pocket fees and disbursements of counsel to the Administrative AgentAgent and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Borrowers prior to the Closing Date (in the case of amounts to be paid on the Closing Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Agent shall deem appropriate, (iib) to pay or reimburse each Lender and the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement with respect to such BorrowerAgreement, the other Loan Documents and any such other documents, including, without limitation, including the reasonable fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and of counsel to the Administrative Agent, (iiic) to indemnify pay, indemnify, and hold harmless each Lender the Agent and the Administrative Agent from Lenders harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents documents; provided that to the extent that the costs and expenses referred to in the foregoing consist of fees, costs and expenses of counsel, Borrowers shall only be obligated to pay such fees, costs and expenses for one firm of counsel for Agent together with respect to such Borrower, and (iv) to indemnify and hold harmless each Lender and the Administrative Agent (and their respective affiliates, directors, officers, agents and employees (the “Related Parties” and collectively with the Administrative Agent and the Lenders, and, if necessary, a single firm of local counsel to Administrative Agent together with the “Indemnified Parties”)) from Lenders in each appropriate jurisdiction and against any and all other liabilitiesa single special or regulatory counsel to the extent necessary or appropriate in each specialty area, obligationsin each case, losses, damages, penalties, actions, judgments, suits, reasonable costs, reasonable out-of-pocket expenses or disbursements of any kind or nature whatsoever arising from or incurred in connection with the execution, delivery, enforcement, performance and administration of this Agreement, the actual or proposed use of proceeds, the other Loan Documents and any such other documents, the failure of such Borrower to comply with rules, regulations and laws regarding the business of mutual funds, such Borrower’s false or incorrect representations or warranties or other information provided in connection with this Agreement, or failure of such Borrower to comply with covenants contained herein or in any Note in a timely manner (all the foregoing in this clause (iv), collectively, the “indemnified liabilities”), provided, that such Borrower shall have no obligation hereunder to any Indemnified Party with respect to indemnified liabilities to the extent arising from (A) with respect to any Indemnified Party, the gross negligence or willful misconduct of such Indemnified Party or its Related Parties, or such Indemnified Party’s failure to comply with any material law or regulation governing the transactions contemplated hereby, or (B) disputes arising between or among the Indemnified Parties with respect to this Agreement. The agreements in this Section shall survive termination of the Commitments and repayment of the Revolving Credit Loans and all other amounts payable hereunderrelated transactions.

Payment of Expenses and Taxes; Indemnification. (a) Each The Borrower agrees separately (subject to Section 9.5(b)) (i) to pay or reimburse the Administrative Agent Lender for all of its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitationlimitation due diligence expenses, consultant's fees and expenses, travel expenses and the reasonable fees and disbursements of counsel to the Administrative Agentcounsel, (ii) to pay or reimburse each the Lender and the Administrative Agent for all its costs and expenses incurred in connection with the enforcement enforcement, monitoring or preservation of any rights under this Agreement with respect to such BorrowerAgreement, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to each Lender and of counsel to the Administrative AgentLender, (iii) to indemnify pay, indemnify, and hold the Lender harmless each Lender and the Administrative Agent from from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents with respect to such Borrower, and (iv) to indemnify pay, indemnify, and hold harmless each the Lender and its Affiliates and each of the Administrative Agent (Lender's and their its Affiliates' respective affiliatesofficers, directors, officersemployees, agents and employees representatives (the “Related Parties” and collectively with the Administrative Agent and the Lenders, the “Indemnified Parties”)including all professionals) (each an "INDEMNIFIED PARTY") harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, reasonable costs, reasonable out-of-pocket expenses or disbursements of any kind or nature whatsoever arising from or in connection with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the actual or proposed use of proceeds, the other Loan Documents or the use of the proceeds of the Loan and any such other documents, the failure of such Borrower to comply with rules, regulations and laws regarding the business of mutual funds, such Borrower’s false or incorrect representations or warranties or other information provided in connection with this Agreement, or failure of such Borrower to comply with covenants contained herein or in any Note in a timely manner documents (all the foregoing in this clause (iv), ) collectively, the “indemnified liabilities”"INDEMNIFIED LIABILITIES"), providedPROVIDED, HOWEVER, that such the Borrower shall have no obligation hereunder to any Indemnified Party the Lender with respect to indemnified liabilities to the extent Indemnified Liabilities arising from (A) with respect to any Indemnified Party, the gross negligence or willful misconduct of such Indemnified Party or its Related Partiesthe Lender. Notwithstanding anything herein to the contrary, or such Indemnified Party’s failure to comply with any material law or regulation governing the transactions contemplated hereby, or (B) disputes arising between or among the Indemnified Parties with respect to this Agreement. The agreements in this Section SECTION 8.5 shall survive termination of the Commitments and repayment of the Revolving Credit Loans Loan and all other amounts payable hereunderhereunder and the termination of this Agreement.

Payment of Expenses and Taxes; Indemnification. The Grantors agree (a) Each Borrower agrees separately (subject to Section 9.5(b)) (i) to pay or reimburse the Administrative Agent Collateral Trustee for all its reasonable out-of-pocket fees, costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan First Lien Security Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, including the reasonable fees and disbursements of counsel to the Administrative AgentCollateral Trustee, (ii) to reimburse each Lender and the Administrative Agent preservation of the Liens or any rights of the Collateral Trustee (b) after the occurrence of a Triggering Event, to pay or reimburse the Collateral Trustee and the other Secured Parties for all its their costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement with respect to such BorrowerAgreement, the other Loan First Lien Security Documents and any such other documents, including, without limitation, including the reasonable fees and disbursements of counsel to each Lender the Collateral Trustee and of counsel to the Administrative Agentother Secured Parties, (iiic) to indemnify pay, indemnify, and hold harmless each Lender the Collateral Trustee and the Administrative Agent other Secured Parties from any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, which that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan First Lien Security Documents and any such other documents with respect to such Borrowerdocuments, and (ivd) to pay, indemnify and hold harmless each Lender the Collateral Trustee and the Administrative Agent (other Secured Parties and their respective affiliates, directors, officers, employees, trustees and agents and employees (the “Related Parties” and collectively with the Administrative Agent and the Lenders, the “Indemnified Parties”)) from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, reasonable costs, reasonable out-of-pocket expenses or disbursements of any kind or nature whatsoever arising from or in connection whatsoever, including reasonable and documented fees, disbursements and other charges of counsel, with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the actual or proposed use of proceeds, the other Loan First Lien Security Documents and any such other documents, including any of the failure of such Borrower foregoing relating to comply the violation of, noncompliance with rulesor liability under, regulations and laws regarding the business of mutual funds, such Borrower’s false or incorrect representations or warranties or other information provided in connection with this Agreement, or failure of such Borrower to comply with covenants contained herein or in any Note in a timely manner Environmental Law (all the foregoing in this clause (ivd), collectively, the “indemnified liabilities”), provided, ; provided that such Borrower the Grantors shall have no obligation hereunder to the Collateral Trustee or any Indemnified other Secured Party nor any of their respective directors, officers, employees and agents with respect to indemnified liabilities to the extent arising from (Ai) with respect to any Indemnified Party, the gross negligence or willful misconduct of such Indemnified Party or its Related Parties, or such Indemnified Party’s failure the party to comply with any material law or regulation governing the transactions contemplated hereby, or be indemnified (B) disputes arising between or among the Indemnified Parties with respect to this Agreementin each case as determined by a final non-appealable order by a court of competent jurisdiction). The agreements in this Section 8.9 shall survive termination of the Commitments and repayment of the Revolving Credit Loans First Lien Obligations and all other amounts payable hereunderhereunder and under the other First Lien Debt Documents and the removal or resignation of the Collateral Trustee.

Payment of Expenses and Taxes; Indemnification. (a) Each Borrower ---------------------------------------------- agrees separately severally (subject to Section 9.5(b)ratably, in accordance with its Allocation) (ia) to reimburse the Administrative Agent for its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent; provided, however, that the fees and disbursements of counsel to the Administrative Agent incurred for the preparation of this Agreement and the other Loan Documents shall be limited as previously agreed to by the Borrowers and the Administrative Agent, (iib) to reimburse each Lender and the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement with respect to such Borrower, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to each Lender and of counsel to the Administrative Agent, (iiic) to indemnify and hold harmless each Lender and the Administrative Agent from harmless, from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable or reasonably determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents with respect to such Borrower, and (ivd) to indemnify and hold harmless each Lender and the Administrative Agent (and their respective affiliates, directors, officers, agents and employees (the “Related Parties” and collectively with the Administrative Agent and the Lenders, the “"Indemnified Parties”")) harmless from and against any and all other ------------------- liabilities, obligations, losses, damages, penalties, actions, judgments, suits, reasonable costs, reasonable out-of-pocket expenses or disbursements of any kind or nature whatsoever arising from or in connection with the actual or proposed use of proceeds or the execution, delivery, enforcement, performance and administration of this Agreement, the actual or proposed use of proceeds, the other Loan Documents and any such other documents, the failure of such Borrower to comply with rules, regulations and laws regarding the business of mutual funds, such Borrower’s false or incorrect representations or warranties or other information provided in connection with this Agreement, or failure of such Borrower to comply with covenants contained herein or in any Note in a timely manner documents (all the foregoing in this clause (ivd), collectively, the “"indemnified liabilities”"), ----------------------- provided, that such Borrower shall have no obligation hereunder to the -------- Administrative Agent or any Indemnified Party Lender with respect to indemnified liabilities to the extent arising from (Ai) with respect to any Indemnified Party, the gross negligence or willful misconduct of the Administrative Agent or any such Indemnified Party or its Related PartiesLender, or such Indemnified Party’s failure to comply with any material law or regulation governing the transactions contemplated hereby, or (Bii) disputes arising between or among the Indemnified Parties Lenders or (iii) the failure of the Administrative Agent (and its Affiliates) or of any Lender to comply with respect to this Agreementany Requirement of Law. The agreements in this Section shall survive termination of the Commitments and repayment of the Revolving Credit Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes; Indemnification. (a) Each The Borrower agrees separately (subject to Section 9.5(b)) (i) to pay or reimburse the Administrative Agent and WFS for its reasonable all out-of-pocket costs and expenses incurred in connection with the development, preparation preparation, negotiation, printing and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and therebythereby (including the Transactions), including, without limitation, together with the reasonable fees and disbursements of counsel to the Administrative Agent, (ii) to pay or reimburse each Lender and the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement with respect to such BorrowerAgreement, the other Loan Documents Notes and any such other documents, including, including without limitation, limitation the reasonable fees and disbursements of counsel to each Lender the Administrative Agent and of counsel to the Lenders (but limited to one outside counsel and one financial advisor for the Administrative AgentAgent (plus one local counsel in each jurisdiction and one regulatory counsel, if necessary) and in the case of any conflict of interest between the Administrative Agent and the Lenders, one additional outside counsel and one additional financial advisor for the Lenders (plus one local counsel in each jurisdiction and one regulatory counsel, if necessary)), (iii) on demand, to indemnify pay, indemnify, and hold harmless each Lender and Lender, the Administrative Agent from and WFS harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, paying stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation consummation, administration or administration enforcement of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Credit Documents and any such other documents with respect to such Borrowerdocuments, and (iv) to indemnify pay, indemnify, and hold harmless each Lender and the Administrative Agent (and their respective affiliatesLender, directors, officers, agents and employees (the “Related Parties” and collectively with the Administrative Agent and the LendersWFS and each of their respective Affiliates, the employees, agents, attorneys, officers and directors (each an “Indemnified PartiesPerson”)) harmless from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, reasonable costs, reasonable out-of-pocket expenses or disbursements of any kind or nature whatsoever arising from or (but limited in connection the case of counsel and financial advisors to one outside counsel and one financial advisor for the Administrative Agent (plus local counsel in each jurisdiction and one regulatory counsel, if necessary, and in the case of any conflict of interest between the Administrative Agent and the Lenders, one outside counsel and financial advisor for the Lenders (plus one local counsel in each jurisdiction and one regulatory counsel, if necessary) with respect to the execution, delivery, enforcement, performance and or administration of this Agreement, the actual Credit Documents or proposed use of proceeds, the other Loan Documents and any such other documents, documents and the failure of such Borrower to comply with rules, regulations and laws regarding the business of mutual funds, such Borrower’s false or incorrect representations or warranties or other information provided in connection with this Agreementuse, or failure proposed use, of such Borrower to comply with covenants contained herein proceeds of the Loans or otherwise relating in any Note in a timely manner way to any of the foregoing and the negotiation and consummation of the Transactions and the Debt Restructuring (all of the foregoing in this clause (iv)foregoing, collectively, the “indemnified liabilitiesIndemnified Liabilities”), provided, ; provided that such the Borrower shall not have no any obligation hereunder to any Indemnified Party Person with respect to indemnified liabilities to the extent Indemnified Liabilities arising from (A) with respect to any Indemnified Party, the gross negligence or willful misconduct of such Indemnified Party or its Related PartiesPerson, or such Indemnified Party’s failure to comply with any material law or regulation governing the transactions contemplated herebyas determined in a final, or (B) disputes arising between or among the Indemnified Parties with respect to this Agreement. The agreements in this Section shall survive termination non-appealable judgment by a court of the Commitments and repayment of the Revolving Credit Loans and all other amounts payable hereundercompetent jurisdiction.

Payment of Expenses and Taxes; Indemnification. (a) Each The Borrower agrees separately (subject to Section 9.5(b)) (i) to reimburse the Administrative Agent Bank for its reasonable out-of-pocket costs costs, fees and expenses paid or incurred in connection with the development, preparation preparation, negotiation and execution of, and any amendment, supplement or modification to, the Commitment Letter, this Agreement and the other Loan Borrower Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative AgentBank or accountant's fees and including without limitation a fee of Two Hundred Fifty Dollars ($250.00) for any amendment to the Letter of Credit, all taxes and assessments, recording fees, the letter of credit transfer fee and the fees of any third party consultants which provide services to the Bank performing services as may, from time to time, be required by the Bank, provided that attorney's fees related to the development, preparation, negotiation and execution of the Commitment Letter, this Agreement and other documents related to the initial transaction shall not exceed $25,000, (ii) to reimburse each Lender and the Administrative Agent Bank for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement with respect to such BorrowerAgreement, the other Loan Related Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to each Lender and of counsel to the Administrative AgentBank, (iii) to indemnify and hold harmless each Lender and the Administrative Agent from Bank harmless, from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, Agreement or the other Loan Related Documents and any such other documents with respect to such Borrower, and (iv) to indemnify and hold harmless each Lender and the Administrative Agent (and their respective affiliates, directors, officers, agents and employees (the “Related Parties” and collectively with the Administrative Agent and the Lenders, the “Indemnified Parties”)) from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, reasonable costs, reasonable out-of-pocket expenses or disbursements of any kind or nature whatsoever arising from or in connection with the execution, delivery, enforcement, performance and administration of this Agreement, the actual or proposed use of proceeds, the other Loan Documents and any such other documents, the failure of such Borrower to comply with rules, regulations and laws regarding the business of mutual funds, such Borrower’s false or incorrect representations or warranties or other information provided in connection with this Agreement, or failure of such Borrower to comply with covenants contained herein or in any Note in a timely manner (all the foregoing in this clause (iv), collectively, the “indemnified liabilities”), provided, that such Borrower shall have no obligation hereunder to any Indemnified Party with respect to indemnified liabilities to the extent arising from (A) with respect to any Indemnified Party, the gross negligence or willful misconduct of such Indemnified Party or its Related Parties, or such Indemnified Party’s failure to comply with any material law or regulation governing the transactions contemplated hereby, or (B) disputes arising between or among the Indemnified Parties with respect to this Agreement. The agreements in this Section shall survive termination of the Commitments and repayment of the Revolving Credit Loans and all other amounts payable hereunder.indemnify

Payment of Expenses and Taxes; Indemnification. (a) Each The Borrower agrees separately (subject to Section 9.5(b)) (i) to reimburse the Administrative Agent for its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent, (ii) to reimburse each Lender and the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement with respect to such the Borrower, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to each Lender and of counsel to the Administrative Agent, (iii) to indemnify and hold harmless each Lender and the Administrative Agent from harmless, from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents with respect to such the Borrower, and (iv) to indemnify and hold harmless each Lender and the Administrative Agent (and their respective affiliates, directors, officers, agents and employees (the “Related Parties” and collectively with the Administrative Agent and the Lenders, the “Indemnified Parties”)) harmless from and against any and all other liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suits, reasonable costs, reasonable out-of-pocket expenses or disbursements of any kind or nature whatsoever (including but not limited to reasonable attorney’s fees and settlement costs) arising directly or indirectly from or in connection with the execution, delivery, enforcement, performance and administration of this Agreement, the actual or proposed use of proceeds, the other Loan Documents and any such other documents, from the Borrower’s use of proceeds or the commitment, from failure of such the Borrower to comply with rules, regulations and laws regarding the business of mutual funds, such Borrower’s from false or incorrect representations or warranties or other information provided in connection with this Agreement, or from failure of such the Borrower to comply with covenants contained herein or in any Note in a timely manner (all the foregoing in this clause (iv)) , collectively, the “indemnified liabilities”), provided, that such the Borrower shall have no obligation hereunder to any Indemnified Party with respect to indemnified liabilities to the extent arising from (A) with respect to any Indemnified Party, the gross negligence or willful misconduct of such Indemnified Party or its Related PartiesParty, or such Indemnified Party’s failure to comply with any material law or regulation governing the transactions contemplated hereby, or (B) disputes arising between or among the Indemnified Parties Lenders and the Administrative Agent, or (C) with respect to this Agreementany such Indemnified Party, the failure of such Indemnified Party (and its Affiliates) to comply with any Requirement of Law. The agreements in this Section 9.5 shall survive the termination of this Agreement and the Commitments and repayment payment of the Revolving Credit Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes; Indemnification. (a) Each The Borrower agrees separately (subject to Section 9.5(b)) (i) to reimburse the Administrative Agent for its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent, (ii) to reimburse each Lender and the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement with respect to such the Borrower, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to each Lender and of counsel to the Administrative Agent, (iii) to indemnify and hold harmless each Lender and the Administrative Agent from harmless, from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents with respect to such the Borrower, and (iv) to indemnify and hold harmless each Lender and the Administrative Agent (and their respective affiliates, directors, officers, agents and employees (the “Related Parties” and collectively with the Administrative Agent and the Lenders, the “Indemnified Parties”)) harmless from and against any and all other liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suits, reasonable costs, reasonable out-of-of- pocket expenses or disbursements of any kind or nature whatsoever (including but not limited to reasonable attorney’s fees and settlement costs) arising directly or indirectly from or in connection with the execution, delivery, enforcement, performance and administration of this Agreement, the actual or proposed use of proceeds, the other Loan Documents and any such other documents, from the Borrower’s use of proceeds or the commitment, from failure of such the Borrower to comply with rules, regulations and laws regarding the business of mutual funds, such Borrower’s from false or incorrect representations or warranties or other information provided in connection with this Agreement, or from failure of such the Borrower to comply with covenants contained herein or in any Note in a timely manner (all the foregoing in this clause (iv)) , collectively, the “indemnified liabilities”), provided, that such the Borrower shall have no obligation hereunder to any Indemnified Party with respect to indemnified liabilities to the extent arising from (A) with respect to any Indemnified Party, the gross negligence or willful misconduct of such Indemnified Party or its Related PartiesParty, or such Indemnified Party’s failure to comply with any material law or regulation governing the transactions contemplated hereby, or (B) disputes arising between or among the Indemnified Parties Lenders and the Administrative Agent, or (C) with respect to this Agreementany such Indemnified Party, the failure of such Indemnified Party (and its Affiliates) to comply with any Requirement of Law. The agreements in this Section 9.5(a) shall survive the termination of this Agreement and the Commitments and repayment payment of the Revolving Credit Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes; Indemnification. (a) Each The Borrower agrees separately (subject to Section 9.5(b)) (i) to reimburse the Administrative Agent for its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent, (ii) to reimburse each Lender and the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement with respect to such the Borrower, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to each Lender and of counsel to the Administrative Agent, (iii) to indemnify and hold harmless each Lender and the Administrative Agent from harmless, from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents with respect to such the Borrower, and (iv) to indemnify and hold harmless each Lender and the Administrative Agent (and their respective affiliates, directors, officers, agents and employees (the “Related Parties” and collectively with the Administrative Agent and the Lenders, the “Indemnified Parties”)) harmless from and against any and all other liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suits, reasonable costs, reasonable out-of-pocket expenses or disbursements of any kind or nature whatsoever (including but not limited to reasonable attorney’s fees and settlement costs) arising directly or indirectly from or in connection with the execution, delivery, enforcement, performance and administration of this Agreement, the actual or proposed use of proceeds, the other Loan Documents and any such other documents, from the Borrower’s use of proceeds or the commitment, from failure of such the Borrower to comply with rules, regulations and laws regarding the business of mutual funds, such Borrower’s from false or incorrect representations or warranties or other information provided in connection with this Agreement, or from failure of such the Borrower to comply with covenants contained herein or in any Note in a timely manner (all the foregoing in this clause (iv)) , collectively, the “indemnified liabilities”), provided, that such the Borrower shall have no obligation hereunder to any Indemnified Party with respect to indemnified liabilities to the extent arising from (A) with respect to any Indemnified Party, the gross negligence or willful misconduct of such Indemnified Party or its Related PartiesParty, or such Indemnified Party’s failure to comply with any material law or regulation governing the transactions contemplated hereby, or (B) disputes arising between or among the Indemnified Parties Lenders and the Administrative Agent, or (C) with respect to this Agreementany such Indemnified Party, the failure of such Indemnified Party (and its Affiliates) to comply with any Requirement of Law. The agreements in this Section 9.5(a) shall survive the termination of this Agreement and the Commitments and repayment payment of the Revolving Credit Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes; Indemnification. The Grantors shall pay such compensation to the Collateral Agent as the Company and Collateral Agent may agree in writing from time to time. Notwithstanding that the Collateral Agent is appointed by and acting for and at the direction of the Secured Parties, the Grantors jointly and severally agree (a) Each Borrower agrees separately (subject to Section 9.5(b)) (i) to pay or reimburse the Administrative Collateral Agent for all its documented fees and reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Security Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, including the reasonable fees and disbursements of counsel and agents appointed pursuant to Section 6.2 to the Administrative Collateral Agent, (ii) any amounts due and owing pursuant to reimburse each Lender any mortgage, including, without limitation, any amounts incurred pursuant to Minn. Stat § 287.05, Subd. 5, and the Administrative preservation of the Liens or any rights of the Collateral Agent (b) after the occurrence of a Triggering Event, to pay or reimburse the Collateral Agent and the other Secured Parties for all its their costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement with respect to such BorrowerAgreement, the other Loan Security Documents and any such other documents, including, without limitation, including the reasonable fees and disbursements of counsel to each Lender the Collateral Agent and of counsel to the Administrative Agentother Secured Parties, (iiic) to indemnify pay, indemnify, defend and hold harmless each Lender the Collateral Agent and the Administrative Agent other Secured Parties from any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, which that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Security Documents and any such other documents with respect to such Borrowerdocuments, and (ivd) to indemnify pay, indemnify, defend and hold harmless each Lender the Collateral Agent and the Administrative Agent (other Secured Parties and their respective affiliates, directors, officers, employees, trustees and agents and employees (the “Related Parties” and collectively with the Administrative Agent and the Lenders, the “Indemnified Parties”)) from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, reasonable costs, reasonable out-of-pocket expenses or disbursements of any kind or nature whatsoever arising from or in connection whatsoever, including reasonable and documented fees, disbursements and other charges of counsel and agents appointed pursuant to Section 6.2, with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the actual or proposed use of proceeds, the other Loan Security Documents and any such other documents, including any of the failure of such Borrower foregoing relating to comply the violation of, noncompliance with rulesor liability under, regulations and laws regarding the business of mutual funds, such Borrower’s false or incorrect representations or warranties or other information provided in connection with this Agreement, or failure of such Borrower to comply with covenants contained herein or in any Note in a timely manner Environmental Law (all the foregoing in this clause (ivd), collectively, the “indemnified liabilities”), provided, ; provided that such Borrower the Grantors shall have no obligation hereunder to the Collateral Agent or any Indemnified other Secured Party nor any of their respective directors, officers, employees and agents with respect to indemnified liabilities to the extent arising from (A) with respect to any Indemnified Partythe bad faith, the gross negligence or willful misconduct of such Indemnified Party or its Related Parties, or such Indemnified Party’s failure the party to comply with any material law or regulation governing the transactions contemplated hereby, or be indemnified (B) disputes arising between or among the Indemnified Parties with respect to this Agreementin each case as determined by a final non-appealable order by a court of competent jurisdiction). The agreements in this Section 8.9 shall survive termination of the Commitments and repayment of the Revolving Credit Loans Secured Obligations and all other amounts payable hereunderhereunder and under the other Secured Debt Documents and the termination of this Agreement or the removal or resignation of the Collateral Agent.

Payment of Expenses and Taxes; Indemnification. (a) Each The Borrower agrees separately (subject to Section 9.5(b)) agrees, (i) to pay or reimburse the Administrative Agent Agents for its all their reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, including the reasonable fees fees, disbursements and disbursements other charges of Weil, Gotshal & Xxxxxx LLP and one counsel to in each relevant local jurisdiction approved by the Administrative AgentBorrower, (ii) to pay or reimburse each Lender Lender, the Collateral Agent and the Administrative Agent for all its their reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement with respect to such BorrowerAgreement, the other Loan Credit Documents and any such other documents, including, without limitation, including the reasonable fees fees, disbursements and disbursements other charges of counsel to each Lender and of one firm or counsel to the Administrative AgentAgent and the Collateral Agent and, to the extent required, one firm or local counsel in each relevant local jurisdiction, (iii) to indemnify pay, indemnify, and hold harmless each Lender and the Administrative Agent from any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise excise, EXECUTION COPY property, intangible, mortgage recording and other similar taxes, if any, which that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Credit Documents and any such other documents with respect to such Borrowerdocuments, and (iv) to pay, indemnify and hold harmless each Lender and Lender, the Administrative Agent (Agent, the Collateral Agent, the Letter of Credit Issuer, the Joint Lead Arrangers and their respective affiliates, directors, officers, agents and employees Related Parties (the “Related Parties” and collectively with the Administrative Agent and the Lenders, the “Indemnified Parties”)) from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, reasonable costs, reasonable out-of-pocket expenses or disbursements of any kind or nature whatsoever whatsoever, including reasonable and documented fees, disbursements and other charges of one firm of counsel for all Indemnified Parties (and, in the case of an actual or perceived conflict of interest where the Indemnified Party affected by such conflict has retained its own counsel, of another firm of counsel for such affected Indemnified Party) , and to the extent required, one firm or local counsel in each relevant jurisdiction for all Indemnified Parties, arising from out of, or in connection with respect to the Transactions or to the execution, delivery, enforcement, performance and administration of this Agreement, the actual or proposed use of proceeds, the other Loan Credit Documents and any such other documentsdocuments or the use of the proceeds thereof, including any of the failure foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law or any actual or alleged presence of such Borrower Hazardous Materials applicable to comply with rulesthe operations of the Borrower, regulations and laws regarding any of its Subsidiaries or any of the business of mutual funds, such Borrower’s false or incorrect representations or warranties or other information provided in connection with this Agreement, or failure of such Borrower to comply with covenants contained herein or in any Note in a timely manner Real Estate (all the foregoing in this clause (iv), collectively, the “indemnified liabilities”), provided, ; provided that such the Borrower shall have no obligation hereunder to any Indemnified Party with respect to indemnified liabilities to the extent arising from (A) with respect to any Indemnified Party, the gross negligence negligence, bad faith or willful misconduct of such Indemnified Party or its Related Parties, or such Indemnified Party’s failure to comply with any material law or regulation governing the transactions contemplated hereby, or (B) a material breach of the obligations of such Indemnified Party or its Related Parties under the Credit Documents or (C) disputes arising between or among the Indemnified Parties with respect to Parties. All amounts payable under this AgreementSection 13.5 shall be paid within 5 Business Days after receipt by the Borrower of an invoice relating thereto setting forth such expense in reasonable detail. The agreements in this Section 13.5 shall survive termination of the Commitments and repayment of the Revolving Credit Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes; Indemnification. (a) Each The Borrower agrees separately (subject to Section 9.5(b)) shall (i) to pay or reimburse the Administrative Agent for its all reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification toto this Agreement, this Agreement and the other Loan Documents Notes and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and documented fees, disbursements and other charges of New York counsel and Mexican counsel to the Administrative Agent, (ii) to pay or reimburse each Lender and for all documented out-of-pocket expenses of the Administrative Agent for all its costs and expenses the Lenders incurred in connection with the enforcement or preservation of any rights under this Agreement with respect to such BorrowerAgreement, the other Loan Documents Notes, and any such other related documents, including, without limitation, the reasonable fees and disbursements of counsel to each Lender and of counsel to the Administrative Agent, (iii) pay or reimburse the Joint Bookrunners for all of their reasonable and documented out-of-pocket costs incurred in connection with this Agreement and the Notes, up to indemnify an amount not to exceed U.S.$20,000, (iv) pay, indemnify, and hold harmless each Lender and the Administrative Agent from Agent, harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar Mexican taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents Notes and any such other documents with respect to such Borrowerdocuments, and (ivv) to indemnify pay, indemnify, and hold harmless each Lender and the Administrative Agent (and their respective affiliatesLender, directors, officers, agents and employees (the “Related Parties” and collectively with the Administrative Agent and their respective Affiliates and the Lendersrespective officers, the “Indemnified Parties”)) directors, employees, advisors and agents of any of them or such Affiliates harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, suits and reasonable costs, reasonable and documented related out-of-pocket expenses or disbursements of any kind or nature whatsoever arising from or in connection with respect to the execution, delivery, enforcement, enforcement and performance and administration of this Agreement, the actual or proposed use of proceedsNotes, the other Loan Documents and any such other documents, documents and the failure use or the proposed use of such Borrower to comply with rules, regulations and laws regarding the business proceeds of mutual funds, such Borrower’s false or incorrect representations or warranties or other information provided in connection with this Agreement, or failure of such Borrower to comply with covenants contained herein or in any Note in a timely manner the Loans (all the foregoing in this clause (ivv), collectively, the “indemnified liabilities”), provided, provided that such the Borrower shall have no obligation hereunder to the Administrative Agent or any Indemnified Party Lender with respect to indemnified liabilities to the extent arising from (A) with respect to any Indemnified Party, the gross negligence or willful misconduct of the Administrative Agent or any such Indemnified Party or its Related PartiesLender, or such Indemnified Party’s failure to comply with any material law or regulation governing as the transactions contemplated hereby, or (B) disputes arising between or among the Indemnified Parties with respect to this Agreementcase may be. The agreements in this Section shall survive termination of the Commitments and repayment of the Revolving Credit Loans Notes and all other amounts payable hereunder.

Payment of Expenses and Taxes; Indemnification. The Borrower agrees (a) Each Borrower agrees separately (subject to Section 9.5(b)) (i) to pay or reimburse the Administrative Agent and the Lenders for its all reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation preparation, negotiation, printing and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, together with the reasonable fees and disbursements of counsel to the Administrative AgentAgent and the Lenders, (iib) to pay or reimburse each Lender and the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement with respect to such BorrowerAgreement, the other Loan Documents Notes and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to each Lender the Agent and of counsel to the Administrative AgentLenders (including reasonable allocated costs of in-house legal counsel), (iiic) on demand, to indemnify pay, indemnify, and hold harmless each Lender and the Administrative Agent from harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, paying stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents with respect to such Borrowerdocuments, and (ivd) to indemnify pay, indemnify, and hold harmless each Lender and the Administrative Agent (and their respective affiliates, directors, officers, agents and employees (the “Related Parties” and collectively with the Administrative Agent and the Lenders, the “Indemnified Parties”)) Affiliates harmless from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, reasonable costs, reasonable out-of-pocket expenses or disbursements of any kind or nature whatsoever arising from or in connection with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the actual or proposed use of proceeds, the other Loan Documents and any such other documents, documents and the failure of such Borrower to comply with rules, regulations and laws regarding the business of mutual funds, such Borrower’s false or incorrect representations or warranties or other information provided in connection with this Agreementuse, or failure proposed use, of such Borrower to comply with covenants contained herein or in any Note in a timely manner proceeds of the Loans (all of the foregoing in this clause (iv)foregoing, collectively, the “indemnified liabilities”), ; provided, however, that such the Borrower shall not have no any obligation hereunder to the Agent or any Indemnified Party Lender with respect to indemnified liabilities to the extent arising from (A) with respect to any Indemnified Party, the gross negligence or willful misconduct of such Indemnified Party or its Related Parties, the Agent or such Indemnified Party’s failure to comply with any material law or regulation governing the transactions contemplated herebyLender, or (B) disputes arising between or among the Indemnified Parties with respect to this Agreementas determined by a court of competent jurisdiction. The agreements in this Section 12.5 shall survive termination of the Commitments and repayment of the Revolving Credit Loans Loans, Notes and all other amounts payable hereunder.

Payment of Expenses and Taxes; Indemnification. Borrower agrees, (a) Each Borrower agrees separately (subject to Section 9.5(b)) (i) to pay or reimburse the Administrative Agent Agents and Arranger for its all their reasonable out-of-pocket costs and expenses incurred in connection with due diligence in respect of the transactions contemplated by this Agreement, the development, preparation and execution of, and any amendment, supplement supplement, or modification to, this Agreement and the other Loan Documents Credit Documents, including in connection with an initial syndication, and any other documents prepared in connection herewith or therewith, and the consummation consummation, monitoring, oversight and administration of the transactions contemplated hereby and thereby, includingincluding the reasonable fees, without limitationdisbursements and other charges of counsel retained by, or for the benefit of, the reasonable fees and disbursements of counsel to the Administrative AgentAgents, (iib) to pay or reimburse each Lender and the Administrative Agent Agents for all its their reasonable out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement with respect to such BorrowerAgreement, the other Loan Credit Documents and any such other documents, includingor in connection with the Loans made hereunder, without limitationincluding all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans, and including the reasonable fees fees, disbursements and disbursements other charges of counsel to each Lender and of counsel to retained by or for the Administrative Agentbenefit of the Agents, (iiic) to indemnify pay, indemnify, and hold harmless each Lender and the Administrative Agent Agents from any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxesOther Taxes, if any, which that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Credit Documents and any such other documents with respect documents, (d) to such Borrowerpay or reimburse Collateral Agent for all reasonable fees, costs and expenses incurred in exercising its rights under Section 8.16 and (ive) to pay, indemnify and hold harmless each Lender Lender, Arranger and the Administrative Agent (Agents and their respective affiliates, directors, officers, agents and employees (the “Related Parties” and collectively with the Administrative Agent and the Lenders, the “Indemnified Parties”)) Parties from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, reasonable costs, and reasonable out-of-pocket costs, expenses or disbursements of any kind or nature whatsoever arising from or in connection whatsoever, including reasonable fees, disbursements and other charges of counsel, with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the actual or proposed use of proceeds, the other Loan Credit Documents and any such other documents, including any of the failure foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law or any actual or alleged presence of such Borrower Hazardous Materials applicable to comply with rulesthe operations of each Credit Party, regulations and laws regarding the business any of mutual funds, such Borrower’s false their respective Subsidiaries or incorrect representations or warranties or other information provided in connection with this Agreement, or failure any of such Borrower to comply with covenants contained herein or in any Note in a timely manner their Real Property (all the foregoing in this clause (ive), collectively, the “indemnified liabilitiesIndemnified Liabilities”), provided, ; provided that such Borrower the Credit Parties shall not have no any obligation hereunder to the Agents, Arranger or any Indemnified Party Lender nor any of their Related Parties with respect to indemnified liabilities Indemnified Liabilities (i) to the extent arising that any such claimed Indemnified Liability is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from (Ax) any of the Agent’s, Arranger’s, any Lender’s, or any of their Related Parties’ bad faith, gross negligence or willful misconduct or (y) a material breach of such he Agent’s, Arranger’s, any Lender’s, or any of their Related Parties’ obligations hereunder or under any other Credit Document or (ii) with respect to any Indemnified Partydispute solely among or between the Agents, the gross negligence Arranger, any Lender, or willful misconduct any of such Indemnified their Related Parties that does not arise out of any act or omission of any Credit Party or any its Related Parties, or such Indemnified Party’s failure to comply with any material law or regulation governing the transactions contemplated hereby, or (B) disputes arising between or among the Indemnified Parties with respect to this AgreementSubsidiaries. The agreements in this Section 12.05 shall survive termination of the Commitments and repayment of the Revolving Credit Loans and all other amounts payable hereunder.hereunder and termination of this Agreement. The indemnification provisions of this Section 12.05 shall not apply with respect to Taxes other than Taxes that represent losses, claims and damages arising from a non-Tax loss, claim or damage and Other Taxes. To the fullest extent permitted by Applicable Law, neither any Agent, Lender or Credit Party shall assert, and each Agent, Lender and Credit Party hereby waives, any claim against any such other party and their respective Related Parties, 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, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, the Loans or the use of the proceeds thereof. No Lender, Arranger, Agent nor any of their respective Related Parties 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 Credit Documents or the transactions contemplated hereby or thereby. 106

Payment of Expenses and Taxes; Indemnification. (a) Each The Borrower agrees separately (subject to Section 9.5(b)) (i) to pay or reimburse the Administrative Agent Agents for its all their reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any consent, waiver, amendment, supplement or modification to, this Agreement and the other Loan Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, including the reasonable fees fees, disbursements and disbursements other charges of one counsel to the Administrative AgentAgents with statements with respect to the foregoing to be submitted to the Borrower prior to the Effective Date (in the case of amounts to be paid on the Effective Date and from time to time thereafter on a quarterly basis), (ii) to pay or reimburse each Lender and the Administrative Agent and the Collateral Agent for all its their reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement with respect to such BorrowerAgreement, the other Loan Credit Documents and any such other documents, including, without limitation, including the reasonable fees fees, disbursements and disbursements other charges of counsel to each Lender and of one counsel to the Administrative AgentAgent and the Collateral Agent (unless there is an actual or perceived conflict of interest in which case each such Person may retain its own counsel), and one counsel for the Lenders (unless there is an actual or perceived conflict of interest in which case each Lender affected thereby may retain its own counsel), (iii) to indemnify pay, indemnify, and hold harmless each Lender and the Administrative each Agent from any and all reasonable out-of-pocket costs and expenses of creating and perfecting Liens in favor of the Collateral Agent, for the benefit of the Secured Parties including recording and filing fees fees, UCC search fees, title insurance premiums (to the extent not directly paid to the applicable insurer) and any and all liabilities with respect to, or resulting from from, any delay in paying, stamp, excise and other similar taxes, if any, which that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Credit Documents and any such other documents with respect to such Borrowerdocuments, and (iv) to pay, indemnify and hold harmless each Lender Lender, the Collateral Agent and the Administrative Agent (and their respective affiliatesAffiliates, directors, officers, employees, trustees, attorneys, advisors and agents and employees (the “Related Parties” and collectively with the Administrative Agent and the Lenders, the “Indemnified Parties”)) from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, reasonable costs, reasonable out-of-pocket expenses or disbursements of any kind or nature whatsoever arising from whatsoever, including reasonable and documented fees, disbursements and other charges of one counsel to the Administrative Agent and the Collateral Agent (unless there is an actual or perceived conflict of interest in connection which case each such Person may retain its own counsel) and one counsel for the Lenders (unless there is an actual or perceived conflict of interest in which case each Lender affected thereby may retain its own counsel), with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the actual or proposed use of proceeds, the other Loan Credit Documents and any such other documents, including any of the failure foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law or any actual or alleged presence of such Borrower Hazardous Materials applicable to comply with rulesthe operations of the Borrower, regulations and laws regarding any of its Subsidiaries or any of the business of mutual funds, such Borrower’s false or incorrect representations or warranties or other information provided in connection with this Agreement, or failure of such Borrower to comply with covenants contained herein or in any Note in a timely manner Real Estate (all the foregoing in this clause (iv), collectively, the “indemnified liabilities”), ; provided, that such the Borrower shall have no obligation hereunder to the Agents or any Indemnified Party Lender nor any of their respective Affiliates, directors, officers, employees, trustees and agents with respect to indemnified liabilities to the extent arising from (A) with respect to any Indemnified Party, the gross negligence or willful misconduct of the party to be indemnified or disputes among the Agents, the Lenders and/or their transferees not arising from any act or omission of the Borrower or any other Credit Party. If for any reason the foregoing indemnification is unavailable to any Agent or Lender or insufficient to hold it harmless, then the Borrower shall contribute to the amount paid or payable by such Indemnified Party or its Related Parties, Agent or such Indemnified Party’s failure Lender as a result of such loss, claim, damage or liability in such proportion as is appropriate to comply with any material law reflect the relative economic interests of (i) Holdings, the Borrower and its Subsidiaries on the one hand and (ii) such Agent or regulation governing such Lender on the transactions other hand in the matters contemplated herebyby the Credit Documents as well as the relative fault of (i) Holdings, the Borrower and its Subsidiaries and (ii) such Agent or (B) disputes arising between or among the Indemnified Parties such Lender with respect to this Agreement. The agreements in this Section shall survive termination of the Commitments such loss, claim, damage or liability and repayment of the Revolving Credit Loans and all any other amounts payable hereunderrelevant equitable considerations.

Payment of Expenses and Taxes; Indemnification. The Borrower agrees (a) Each Borrower agrees separately (subject to Section 9.5(b)) (i) to pay or reimburse the Administrative Agent Agents for its all their reasonable and documented out-of-pocket costs and expenses (other than Taxes) incurred in connection with the developmentsyndication, preparation preparation, negotiation and execution of, and any amendment, waiver, supplement or modification to, this Agreement and the other Loan Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of this Agreement and the transactions contemplated hereby and thereby, including, without limitation, including the reasonable fees fees, disbursements and disbursements other charges of one counsel to the Administrative AgentAgents and, if necessary, one local counsel in any applicable jurisdiction, and, solely in the case of an actual or perceived conflict of interest, one additional firm of counsel for each group of affected Indemnified Parties, (iib) to pay or reimburse each Lender Lender, the Collateral Agent and the Administrative Agent for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights (including workout proceedings) under this Agreement with respect to such BorrowerAgreement, the other Loan Credit Documents and any such other documents, including, without limitation, including the reasonable fees fees, disbursements and disbursements other charges of counsel to each Lender and of one counsel to the Administrative AgentAgents and Lenders and, if necessary, one local counsel in any applicable jurisdiction, and, solely in the case of an actual or perceived conflict of interest, one additional firm of counsel for each group of affected Indemnified Parties and (iiic) to indemnify pay, indemnify, and hold harmless each Lender Lender, the Collateral Agent and the Administrative Agent from any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents with respect to such Borrower, and (iv) to indemnify and hold harmless each Lender and the Administrative Agent (and their respective affiliates, directors, officers, employees, trustees, agents and employees affiliates (the “Related Parties” and collectively with the Administrative Agent and the Lenders, the “Indemnified Parties”)) from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, reasonable costs, reasonable out-of-pocket expenses or disbursements of any kind or nature whatsoever arising from whatsoever, excluding any Taxes (other than Taxes representing losses or damages with respect to any non-Tax claims), whether brought by any Credit Party, any stockholder or creditor of any Credit Party, or any other Person, including the reasonable fees, disbursements and other charges of one counsel to the Indemnified Parties and, if necessary, one local counsel in connection any applicable jurisdiction, and, solely in the case of an actual or perceived conflict of interest, one additional firm of counsel for each group of affected Indemnified Parties, with respect to the execution, delivery, enforcement, performance (and, with respect to each Agent and its directors, officers, employees, trustees and agents, syndication, administration of this Agreement, ) of the Credit Documents and any actual or proposed use of proceedsproceeds of any Loan, including any of the other Loan Documents and any such other documents, the failure of such Borrower to comply with rules, regulations and laws regarding the business of mutual funds, such Borrower’s false or incorrect representations or warranties or other information provided foregoing in connection with this Agreementor arising out of any presence or release of Hazardous Materials at, on, under, to or failure from any assets or properties owned, leased or operated by any Credit Party or any of such Borrower to comply with covenants contained herein its Subsidiaries or any Environmental Actions, Environmental Liabilities or Remedial Actions related in any Note in a timely manner way to any such assets or properties of any Credit Party or any of its Subsidiaries (all the foregoing in this clause (ivc), collectively, the “indemnified liabilities”), provided, ; provided that such the Borrower shall have no obligation hereunder to any Indemnified Party Parties with respect to indemnified liabilities to the extent arising from (Ax) with respect to any Indemnified Party, the gross negligence negligence, bad faith or willful misconduct of such Indemnified Party or its Related Parties, or such Indemnified Party’s failure the party to comply with any material law or regulation governing the transactions contemplated hereby, be indemnified (as determined in a final non-appealable judgment by a court of competent jurisdiction) or (By) disputes arising any dispute solely between or among the Indemnified Parties with respect to this Agreementother than any claims against an Indemnified Party in its capacity or in fulfilling its role as an administrative agent, collateral agent or arranger or any similar role hereunder (excluding their role as a Lender) and other than any claims arising out of any act or omission of the Borrower or any of its Affiliates. The agreements in this Section 13.5 shall survive termination of the Commitments and repayment of the Revolving Credit Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes; Indemnification. The Borrower agrees (a) Each Borrower agrees separately (subject to Section 9.5(b)) (i) to pay or reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, including the reasonable fees and disbursements of counsel to the Administrative AgentAgent and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Borrower prior to the Closing Date (in the case of amounts to be paid on the Closing Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Administrative Agent shall deem appropriate, (iib) to pay or reimburse each Lender and the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement with respect to such BorrowerAgreement, the other Loan Documents and any such other documents, including, without limitation, including the reasonable fees and disbursements of counsel to each Lender and of counsel to the Administrative Agent, (iiic) to indemnify pay, indemnify, and hold harmless each Lender and the Administrative Agent from harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents with respect to such Borrowerdocuments, and (ivd) to indemnify pay, indemnify, and hold harmless each Lender and the Administrative Agent (and their respective affiliatesofficers, directors, officersemployees, agents Affiliates, agents, trustees and employees investment advisers and controlling persons (the each, an “Related Parties” and collectively with the Administrative Agent and the Lenders, the “Indemnified PartiesIndemnitee”)) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, reasonable costs, reasonable out-of-pocket expenses or disbursements of any kind or nature whatsoever arising from or in connection with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the actual or proposed use of proceeds, the other Loan Documents and any such other documents, including any of the failure foregoing relating to the Commitments, use of such Borrower proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to comply with rulesthe operations of Holdings, regulations the Borrower, any of their respective Subsidiaries or any of their properties and laws regarding the business reasonable fees and expenses of mutual funds, such Borrower’s false or incorrect representations or warranties or other information provided legal counsel in connection with this Agreementclaims, actions or failure of such Borrower to comply with covenants contained herein or in proceedings by any Note in a timely manner Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (ivd), collectively, the “indemnified liabilitiesIndemnified Liabilities”), provided, ; provided that such the Borrower shall have no obligation hereunder to any Indemnified Party Indemnitee with respect to indemnified liabilities Indemnified Liabilities to the extent arising such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from (A) with respect to any Indemnified Party, the gross negligence or willful misconduct of such Indemnified Party Indemnitee. Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower agrees not to assert and to cause the Subsidiaries not to assert, and hereby waives and agrees to cause the Subsidiaries to waive, all rights for contribution or its Related Parties, or such Indemnified Party’s failure to comply with any material law or regulation governing the transactions contemplated hereby, or (B) disputes arising between or among the Indemnified Parties other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this AgreementSection 10.5 shall be payable not later than 10 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 10.5 shall be submitted to Treasurer and General Counsel (Telephone No. (000) 000-0000) (Telecopy No. (000) 000-0000), at the address of the Borrower set forth in Section 10.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent. The agreements in this Section 10.5 shall survive the termination of this Agreement and the Commitments and repayment of the Revolving Credit Loans and all other amounts payable hereunder. It is understood and agreed that, to the extent not precluded by a conflict of interest, each Indemnitee shall endeavor to reasonably work cooperatively with the Borrower with a view to minimizing the legal and other expenses associated with any defense and any potential settlement or judgment. To the extent reasonably practicable and not disadvantageous to any Indemnitee, it is anticipated that a single counsel will be used. Settlement of any claim or litigation involving any material indemnified amount will require the approval of the Borrower (not to be unreasonably withheld).

Payment of Expenses and Taxes; Indemnification. (a) Each The Borrower agrees separately to pay within thirty (subject to Section 9.5(b)30) (i) to reimburse the Administrative Agent for its reasonable out-of-pocket days after receipt of an invoice therefor, all costs and expenses incurred in connection with the developmentpreparation, preparation negotiation, execution, delivery, registration and execution ofadministration of this Agreement, the Notes and the other Credit Documents and any amendment, supplement or modification toto or extension or restatement of, this Agreement and the other Loan Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, including the reasonable fees and disbursements of counsel to the Administrative Agent, (ii) to reimburse each Lender and the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement with respect to such Borrower, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to each Lender and of counsel to the Administrative Agent, (iii) to indemnify and hold harmless each Lender and the Administrative Agent from any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents with respect to such Borrower, and (iv) to indemnify and hold harmless each Lender and the Administrative Agent (and their respective affiliates, directors, officers, agents and employees (the “Related Parties” and collectively with the Administrative Agent and the Lenders, the “Indemnified Parties”)) from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, reasonable costs, reasonable out-of-pocket expenses of counsel and of technical advisors and consultants for the Administrative Agent with respect thereto and with respect to advising the Administrative Agent as to its rights and responsibilities under this Agreement; provided, however, that so long as no Event of Default shall have occurred and be continuing, the Borrower’s prior written consent (not to be unreasonably withheld) shall be obtained before the Administrative Agent retains a technical advisor or disbursements other technical consultant. The Borrower further agrees to pay on demand all losses, costs and expenses, if any (including reasonable counsel fees and expenses), in connection with the preservation of any kind rights of the Administrative Agent and each Lender under, or nature whatsoever arising from the enforcement of, or legal advice in respect of the rights or responsibilities of the Administrative Agent and such Lender under, this Agreement, the Note held by such Lender and the other Credit Documents, including losses, costs and expenses sustained by the Administrative Agent and such Lender as a result of any failure by the Borrower to perform or observe its obligations contained herein or in the Note held by such Lender or in connection with the execution, delivery, enforcement, performance and administration of this Agreement, the actual any refinancing or proposed use of proceeds, the other Loan Documents and any such other documents, the failure of such Borrower to comply with rules, regulations and laws regarding the business of mutual funds, such Borrower’s false or incorrect representations or warranties or other information provided in connection with this Agreement, or failure of such Borrower to comply with covenants contained herein or in any Note in a timely manner (all the foregoing in this clause (iv), collectively, the “indemnified liabilities”), provided, that such Borrower shall have no obligation hereunder to any Indemnified Party with respect to indemnified liabilities to the extent arising from (A) with respect to any Indemnified Party, the gross negligence or willful misconduct of such Indemnified Party or its Related Parties, or such Indemnified Party’s failure to comply with any material law or regulation governing the transactions contemplated hereby, or (B) disputes arising between or among the Indemnified Parties with respect to this Agreement. The agreements in this Section shall survive termination restructuring of the Commitments and repayment Loan in the nature of the Revolving Credit Loans and all other amounts payable hereundera “workout.”

Payment of Expenses and Taxes; Indemnification. (a) Each Borrower Fund, on its own behalf or if applicable on behalf of the investment portfolios thereof which are Borrowers, agrees separately severally (subject to Section 9.5(b)) below) (i) to reimburse the Administrative Agent for its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent, (ii) to reimburse each Lender and the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement with respect to such Borrower, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to each Lender and of counsel to the Administrative Agent, (iii) to indemnify and hold harmless each Lender and the Administrative Agent harmless from any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents with respect to such Borrower, and (iv) to indemnify and hold harmless each Lender and the Administrative Agent (and their respective affiliates, directors, officers, agents and employees (the “Related Parties” and collectively with the Administrative Agent and the Lenders, the “"Indemnified Parties”")) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, reasonable costs, reasonable out-of-pocket expenses or disbursements of any kind or nature whatsoever arising from or in connection with the execution, delivery, enforcement, performance and administration of this Agreement, the actual or proposed use of proceeds, the other Loan Documents and any such other documents, the failure of such Borrower to comply with rules, regulations and laws regarding the business of mutual funds, such Borrower’s 's false or incorrect representations or warranties or other information provided in connection with this Credit Agreement, or failure of such Borrower to comply with covenants contained herein or in any Note in a timely manner (all the foregoing in this clause (iv), collectively, the “"indemnified liabilities”"), provided, that such Borrower Fund, on its own behalf or if applicable on behalf of the investment portfolios thereof which are Borrowers shall have no obligation hereunder to any Indemnified Party with respect to indemnified liabilities to the extent arising from (A) with respect to any Indemnified Party, the gross negligence or willful misconduct of such Indemnified Party or its Related PartiesParty, or such Indemnified Party’s 's failure to comply with any material law or regulation governing the transactions contemplated hereby, or (B) disputes arising between or among the Indemnified Parties Indemnitees with respect to this the Credit Agreement. The agreements in this Section shall survive termination of the Commitments and repayment of the Revolving Credit Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes; Indemnification. The Borrower agrees (a) Each Borrower agrees separately (subject to Section 9.5(b)) (i) to pay or reimburse the Arranger, the Administrative Agent and the Collateral Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the arrangement and syndication of the credit facilities provided for herein, any due diligence related hereto (including without limitation any evaluation of collateral), the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement Agreement, the Notes and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of external counsel to the Arranger, the Administrative Agent and the Collateral Agent, (b) all reasonable out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment or extension of any Letter of Credit or any demand for payment thereunder, (c) to pay or reimburse the Administrative Agent, (ii) to reimburse the Collateral Agent, each Issuing Bank and each Lender and the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement with respect to such BorrowerAgreement, the Notes, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to each Lender and (including allocated costs of counsel internal counsel) to the Administrative Agent, the Collateral Agent, each Issuing Bank and each Lender, (iiid) to pay, and indemnify and hold harmless the Administrative Agent, the Collateral Agent, each Lender and the Administrative Agent from each Issuing Bank from, any and all present or future stamp, documentary or excise taxes or similar charges, any and all recording and filing fees fees, and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if anythereto, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the 86 transactions contemplated by, or payment under, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the Notes, the Letters of Credit, the other Loan Documents and any such other documents with respect to such Borrowerdocuments, and (ive) to pay, and indemnify and hold harmless the Administrative Agent, the Collateral Agent, each Lender and the Administrative Agent each Issuing Bank (and including each of their respective affiliatesparents, subsidiaries, officers, directors, officersemployees, agents agents, trustees and employees attorneys-in-fact) (the “Related Parties” and collectively with the Administrative Agent and the Lenders, the “Indemnified Parties”)each such Person being called an "INDEMNITEE") from and against against, any and all other claims, demands, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, reasonable costs, reasonable out-of-pocket settlements, expenses or disbursements of any whatever kind or nature whatsoever arising from or from, in connection with or with respect to (i) the execution, delivery, enforcement, performance and administration execution or delivery of this Agreementany Loan Document or the First Mortgage Indenture or any agreement or instrument contemplated hereby or thereby, the actual performance by the parties to the Loan Documents or proposed the First Mortgage Indenture of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated thereby, (ii) any Loan or Letter of Credit or the use of proceeds, the other Loan Documents and proceeds therefrom (including any such other documents, refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit if the failure of such Borrower to comply with rules, regulations and laws regarding the business of mutual funds, such Borrower’s false or incorrect representations or warranties or other information provided documents presented in connection with this Agreementsuch demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Materials of Environmental Concern on or from any property owned or operated by the Borrower or any of its Subsidiaries, or failure of such Borrower to comply with covenants contained herein or any Environmental Liability related in any Note in way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a timely manner party thereto (all the foregoing in this clause (ive), collectively, the “indemnified liabilities”"INDEMNIFIED LIABILITIES"), provided, ; PROVIDED that such Borrower indemnity shall have no obligation hereunder not, as to any Indemnified Party with respect to indemnified liabilities Indemnitee, be available to the extent that such indemnified liabilities are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, willful misconduct or bad faith of such Indemnitee (or such Indemnitee's parent, subsidiaries, officers, directors, employees, agents, trustees or attorneys-in-fact). To the extent permitted by applicable law, each party hereto agrees not to 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 from (A) with respect to out of, in connection with, or as a result of, this Agreement, any Indemnified Partyother Loan Document, the gross negligence First Mortgage Indenture or willful misconduct any agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or Letter of such Indemnified Party Credit or its Related Parties, or such Indemnified Party’s failure to comply with any material law or regulation governing the transactions contemplated hereby, or (B) disputes arising between or among use of the Indemnified Parties with respect to this Agreementproceeds thereof. The agreements in this Section SECTION 9.5 supercede the reimbursement and indemnification provisions in the Commitment Letter, and shall survive termination of the Commitments and repayment of the Revolving Credit Loans and all other amounts payable Obligations hereunder.

Payment of Expenses and Taxes; Indemnification. The Borrower agrees (a) Each Borrower agrees separately (subject to Section 9.5(b)) (i) to pay or reimburse the Administrative Agent and the Collateral Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement Agreement, the Notes and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent and the Collateral Agent, (iib) to pay or reimburse the Administrative Agent, the Collateral Agent and each Lender and the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement with respect to such BorrowerAgreement, the Notes, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to each Lender and (including allocated costs of counsel internal counsel) to the Administrative Agent, the Collateral Agent and each Lender, (iiic) to pay, and indemnify and hold harmless the Administrative Agent, the Collateral Agent and each Lender from, any and the Administrative Agent from all present or future stamp, documentary or excise taxes or similar charges, any and all recording and filing fees fees, and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if anythereto, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or payment under, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the Notes, the other Loan Documents and any such other documents with respect to such Borrowerdocuments, and (ivd) to pay, and indemnify and hold harmless the Administrative Agent, the Collateral Agent and each Lender and the Administrative Agent (and including each of their respective affiliatesparents, subsidiaries, officers, directors, officersemployees, agents and employees (the “Related Parties” and collectively with the Administrative Agent and the Lenders, the “Indemnified Parties”)affiliates) from and against against, any and all other claims, demands, liabilities, obligations, losses, damages, penalties, actions, judgments, suitssuits (regardless of whether such Person is a party thereto), reasonable costs, reasonable out-of-pocket settlements, expenses or disbursements of any whatever kind or nature whatsoever arising from or from, in connection with or with respect to (i) the execution, delivery, enforcement, performance and administration of this Agreement, the actual or proposed use of proceedsNotes, the other Loan Documents and Documents, or any such other documents, (ii) the failure proposed or actual use of such Borrower to comply with rules, regulations and laws regarding the business proceeds of mutual funds, such Borrower’s false the Loans or incorrect representations (iii) any other Transaction or warranties any transaction or other information provided document related thereto or in connection with this Agreement, or failure of such Borrower to comply with covenants contained herein or in any Note in a timely manner therewith (all the foregoing in this clause (ivd), collectively, the “"indemnified liabilities”"), provided, ; provided that such the Borrower shall not have no any obligation hereunder to any Indemnified Party Lender with respect to indemnified liabilities to the extent arising from (A) with respect to any Indemnified Party, the gross negligence or willful misconduct of such Indemnified Party or its Related Partiesthe Administrative Agent, the Collateral Agent or such Indemnified Party’s failure to comply with any material law or regulation governing the transactions contemplated hereby, or (B) disputes arising between or among the Indemnified Parties with respect to this AgreementLender. The agreements in this Section 9.5 shall survive termination of the Commitments and repayment of the Revolving Credit Loans and all other amounts payable Obligations hereunder.

Payment of Expenses and Taxes; Indemnification. The Borrower agrees (a) Each Borrower agrees separately (subject to Section 9.5(b)) (i) to pay or reimburse the Administrative Agent and WCM for its all reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation preparation, negotiation, printing and execution of, and any amendment, supplement or modification to, this Credit Agreement and the other Loan Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, together with the reasonable fees and disbursements of counsel to the Administrative Agent, (iib) to pay or reimburse each Lender and the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement with respect to such BorrowerCredit Agreement, the other Loan Documents Notes and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to each Lender and of counsel to the Administrative Agent, (iii) to indemnify and hold harmless each Lender and the Administrative Agent from and to the Lenders (including reasonable allocated costs of in-house legal counsel), (c) on demand, to pay, indemnify, and hold each Lender, the Administrative Agent and WCM harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, paying stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Credit Documents and any such other documents with respect to such Borrowerdocuments, and (ivd) to indemnify pay, indemnify, and hold harmless each Lender and the Administrative Agent (and their respective affiliatesLender, directors, officers, agents and employees (the “Related Parties” and collectively with the Administrative Agent and the LendersWCM and their Affiliates, the “Indemnified Parties”)) employees, officers and directors harmless from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, reasonable costs, reasonable out-of-pocket expenses or disbursements of any kind or nature whatsoever arising from or in connection with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the actual or proposed use of proceeds, the other Loan Credit Documents and any such other documents, documents and the failure of such Borrower to comply with rules, regulations and laws regarding the business of mutual funds, such Borrower’s false or incorrect representations or warranties or other information provided in connection with this Agreementuse, or failure proposed use, of such Borrower to comply with covenants contained herein or in any Note in a timely manner proceeds of the Loans (all of the foregoing in this clause (iv)foregoing, collectively, the “indemnified liabilities”), ; provided, however, that such the Borrower shall not have no any obligation hereunder to the Administrative Agent, WCM or any Indemnified Party Lender with respect to indemnified liabilities to the extent arising from (A) with respect to any Indemnified Party, the gross negligence or willful misconduct of such Indemnified Party or its Related Partiesthe Administrative Agent, WCM or such Indemnified Party’s failure to comply with any material law or regulation governing the transactions contemplated herebyLender, or (B) disputes arising between or among the Indemnified Parties with respect to this Agreementas determined by a court of competent jurisdiction. The agreements in this Section 9.5 shall survive termination of the Commitments and repayment of the Revolving Credit Loans Loans, Notes and all other amounts payable hereunder.

Payment of Expenses and Taxes; Indemnification. (a) Each The Borrower agrees separately (subject to Section 9.5(b)) (i) to pay or reimburse the Administrative Agent Lender for all of its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitationlimitation due diligence expenses, consultant's fees and expenses, travel expenses and the reasonable fees and disbursements of counsel to the Administrative Agentcounsel, (ii) to pay or reimburse each the Lender and the Administrative Agent for all its costs and expenses incurred in connection with the enforcement enforcement, monitoring or preservation of any rights under this Agreement with respect to such BorrowerAgreement, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to each Lender and of counsel to the Administrative AgentLender, (iii) to indemnify pay, indemnify, and hold the Lender harmless each Lender and the Administrative Agent from from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents with respect to such Borrower, and (iv) to indemnify pay, indemnify, and hold harmless each the Lender and its Affiliates and each of the Administrative Agent (Lender's and their its Affiliates' respective affiliatesofficers, directors, officersemployees, agents and employees representatives (the “Related Parties” and collectively with the Administrative Agent and the Lenders, the “including all professionals) (each an "Indemnified Parties”)Party") harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, reasonable costs, reasonable out-of-pocket expenses or disbursements of any kind or nature whatsoever arising from or in connection with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the actual or proposed use of proceeds, the other Loan Documents or the use of the proceeds of the Loan and any such other documents, the failure of such Borrower to comply with rules, regulations and laws regarding the business of mutual funds, such Borrower’s false or incorrect representations or warranties or other information provided in connection with this Agreement, or failure of such Borrower to comply with covenants contained herein or in any Note in a timely manner documents (all the foregoing in this clause (iv), ) collectively, the “indemnified liabilities”"Indemnified Liabilities"), provided, however, that such the Borrower shall have no obligation hereunder to any Indemnified Party the Lender with respect to indemnified liabilities to the extent Indemnified Liabilities arising from (A) with respect to any Indemnified Party, the gross negligence or willful misconduct of such Indemnified Party or its Related Partiesthe Lender. Notwithstanding anything herein to the contrary, or such Indemnified Party’s failure to comply with any material law or regulation governing the transactions contemplated hereby, or (B) disputes arising between or among the Indemnified Parties with respect to this Agreement. The agreements in this Section 8.5 shall survive termination of the Commitments and repayment of the Revolving Credit Loans Loan and all other amounts payable hereunderhereunder and the termination of this Agreement.

Payment of Expenses and Taxes; Indemnification. The Borrower agrees (a) Each Borrower agrees separately (subject to Section 9.5(b)) (i) to pay or reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, including the reasonable fees and disbursements of counsel to the Administrative AgentAgent and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Borrower prior to the Restatement Date (in the case of amounts to be paid on the Restatement Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Agent shall deem appropriate, (iib) to pay or reimburse each Lender and the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement with respect to such BorrowerAgreement, the other Loan Documents and any such other documents, including, without limitation, including the reasonable fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and of counsel to the Administrative Agent, (iiic) to indemnify pay, indemnify, and hold harmless each Lender the Agent and the Administrative Agent from Lenders harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents with respect to such Borrowerdocuments, and (ivd) to indemnify pay, indemnify, and hold harmless the each Lender and the Administrative Agent (and their respective affiliatesofficers, directors, officersemployees, affiliates, agents and employees controlling persons (the each, an “Related Parties” and collectively with the Administrative Agent and the Lenders, the “Indemnified PartiesIndemnitee”)) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, reasonable costs, reasonable out-of-pocket expenses or disbursements of any kind or nature whatsoever arising from or in connection with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the actual or proposed use of proceeds, the other Loan Documents and any such other documents, including any of the failure foregoing relating to the use of such Borrower proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to comply with rules, regulations the operations of any Loan Party or any of the Mortgaged Properties and laws regarding the business reasonable fees and expenses of mutual funds, such Borrower’s false or incorrect representations or warranties or other information provided legal counsel in connection with this Agreementclaims, actions or failure of such Borrower to comply with covenants contained herein or in proceedings by any Note in a timely manner Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (ivd), collectively, the “indemnified liabilitiesIndemnified Liabilities”), provided, that such the Borrower shall have no obligation hereunder to any Indemnified Party Indemnitee with respect to indemnified liabilities Indemnified Liabilities to the extent arising such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from (A) with respect to any Indemnified Party, the gross negligence or willful misconduct of such Indemnified Party Indemnitee. Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or its Related Parties, or such Indemnified Party’s failure to comply with any material law or regulation governing the transactions contemplated hereby, or (B) disputes arising between or among the Indemnified Parties other rights of recovery with respect to this Agreementall claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. The agreements in All amounts due under this Section 9.5 shall survive termination of the Commitments and repayment of the Revolving Credit Loans and all other amounts be payable hereundernot later than 10 days after written demand therefor.

Payment of Expenses and Taxes; Indemnification. Each Obligor jointly and severally agrees (a) Each Borrower agrees separately (subject to Section 9.5(b)) (i) to pay or reimburse the Administrative Collateral Agent and Approved Hedge Counterparty for its reasonable all of their respective out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Transaction Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, including the reasonable fees and disbursements of counsel to Collateral Agent and Approved Hedge Counterparty and filing and recording fees and expenses, with statements with respect to the Administrative Agentforegoing to be submitted to Borrower prior to the Effective Date (in the case of amounts to be paid on the Effective Date) and from time to time thereafter on a quarterly basis or such other periodic basis as Collateral Agent or Approved Hedge Counterparty shall deem appropriate, (iib) to pay or reimburse each Lender Secured Party and the Administrative Collateral Agent for all its of their respective costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement with respect to such BorrowerAgreement, the other Loan Transaction Documents and any such other documents, including, without limitation, including the reasonable fees and disbursements of counsel (and other agents and professionals), to each Lender Secured Party and of counsel to the Administrative Collateral Agent, (iiic) to indemnify pay, indemnify, and hold each Secured Party and Collateral Agent harmless each Lender from and the Administrative Agent from against, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Transaction Documents and any such other documents with respect to such Borrowerdocuments, and (ivd) to indemnify pay, indemnify, and hold harmless each Lender Secured Party and the Administrative Collateral Agent (and their respective affiliatesofficers, directors, officersemployees, Affiliates, agents and employees controlling persons (the each, an “Related Parties” and collectively with the Administrative Agent and the Lenders, the “Indemnified PartiesIndemnitee”)) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, reasonable costs, reasonable out-of-pocket expenses or disbursements of any kind or nature whatsoever arising from or in connection with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the actual or proposed use of proceeds, the other Loan Transaction Documents and any such other documents, including any of the failure foregoing relating to the use of such Borrower proceeds of the notes or the violation of, noncompliance with or liability under, any environmental law applicable to comply with rulesthe operations of any Obligor, regulations any of its subsidiaries or any of the Collateral and laws regarding the business reasonable fees and expenses of mutual funds, such Borrower’s false or incorrect representations or warranties or other information provided legal counsel in connection with this Agreementclaims, actions or failure of such Borrower to comply with covenants contained herein or in proceedings by any Note in a timely manner Indemnitee against any Obligor under any Transaction Document (all the foregoing in this clause Clause (ivd), collectively, collectively the “indemnified liabilitiesIndemnified Liabilities”), ; provided, that such Borrower no Obligor shall have no any obligation hereunder to any Indemnified Party Indemnitee with respect to indemnified liabilities Indemnified Liabilities to the extent arising such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from (A) with respect to any Indemnified Party, the gross negligence or willful misconduct of such Indemnified Party Indemnitee. Without limiting the foregoing, and to the extent permitted by applicable law, each Obligor agrees not to assert and to cause its subsidiaries not to assert, and hereby waives and agrees to cause its subsidiaries to so waive, all rights for contribution or its Related Parties, or such Indemnified Party’s failure to comply with any material law or regulation governing the transactions contemplated hereby, or (B) disputes arising between or among the Indemnified Parties other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to environmental laws, that any of them might have by statute or otherwise against any Indemnitee. Without limiting any provision of this AgreementAgreement or of any other Transaction Document, it is the express intention of the parties hereto that each Indemnitee shall be indemnified from and held harmless against any and all Indemnified Liabilities arising out of or resulting from the sole or contributory negligence of such Indemnitee. All amounts due under this Section 9.09 shall be payable promptly and in any event, not later than 10 days after written demand therefor. Statements payable by Obligors pursuant to this Section 9.09 shall be submitted to Borrower at the address of Borrower set forth in Section 9.12, or to such other Person or address as may be hereafter designated by the Obligors in a written notice to Collateral Agent. The agreements Agreements in this Section 9.09 shall survive termination of the Commitments and repayment of the Revolving Credit Loans First Lien Obligations, the Approved Hedge Counterparty Swap Contracts and all other amounts payable hereunder.

Payment of Expenses and Taxes; Indemnification. The Borrower agrees (a) Each Borrower agrees separately (subject to Section 9.5(b)) (i) to pay or reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement Agreement, the Notes and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent, (iib) to pay or reimburse each Lender and the Administrative Agent and each Lender for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement with respect to such BorrowerAgreement, the Notes, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to each Lender and (including allocated costs of counsel internal counsel) to the Administrative AgentAgent and each Lender, (iiic) to pay or reimburse the Administrative Agent and each Lender for all its costs and expenses incurred in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement, whether in the nature of a "workout" or in connection with any insolvency or bankruptcy proceedings or otherwise, including, without limitation, the fees and disbursements of counsel (including allocated costs of internal counsel) to the Administrative Agent and each Lender, (d) to pay, and indemnify and hold harmless each Lender and the Administrative Agent from and each Lender from, any and all present or future stamp, documentary or excise taxes or similar charges, any and all recording and filing fees fees, and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if anythereto, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or payment under, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the Notes, the other Loan Documents and any such other documents with respect to such Borrowerdocuments, and (ive) to pay, and indemnify and hold harmless each Lender and the Administrative Agent (and their respective affiliates, directors, officers, agents and employees (the “Related Parties” and collectively with the Administrative Agent and the Lenderseach Lender (including each of their respective parents, the “Indemnified Parties”)subsidiaries, officers, directors, employees, agents and affiliates) from and against against, any and all other claims, demands, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, reasonable costs, reasonable out-of-pocket settlements, expenses or disbursements of any whatever kind or nature whatsoever arising from or from, in connection with or with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the actual or proposed use of proceedsNotes, the other Loan Documents and any such other documents, the failure of such Borrower to comply with rules, regulations and laws regarding the business of mutual funds, such Borrower’s false or incorrect representations or warranties or other information provided in connection with this AgreementDocuments, or failure any other documents or the use of such Borrower to comply with covenants contained herein the proceeds of the Loans or in any Note in a timely manner other purpose (all the foregoing in this clause (ive), collectively, the “"indemnified liabilities”"), provided, ; provided that such the Borrower shall not have no any obligation hereunder to any Indemnified Party the Lenders with respect to indemnified liabilities to the extent arising from (A) with respect to any Indemnified Party, the gross negligence or willful misconduct of such Indemnified Party or its Related Parties, the Administrative Agent or such Indemnified Party’s failure to comply with any material law or regulation governing the transactions contemplated hereby, or (B) disputes arising between or among the Indemnified Parties with respect to this AgreementLender. The agreements in this Section 11.5 shall survive termination of the Commitments and repayment of the Revolving Credit Loans and all other amounts payable Obligations hereunder.

Payment of Expenses and Taxes; Indemnification. The Borrower agrees (a) Each Borrower agrees separately (subject to Section 9.5(b)) (i) to pay or reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, including the reasonable fees and disbursements of counsel to the Administrative AgentAgent and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Borrower prior to the Closing Date (in the case of amounts to be paid on the Closing Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Administrative Agent shall deem appropriate, (iib) to pay or reimburse each Lender and the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement with respect to such BorrowerAgreement, the other Loan Documents and any such other documents, including, without limitation, including the reasonable fees and disbursements of counsel to each Lender and of counsel to the Administrative Agent, (iiic) to indemnify pay, indemnify, and hold harmless each Lender and the Administrative Agent from harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents with respect to such Borrowerdocuments, and (ivd) to indemnify pay, indemnify, and hold harmless each Lender and the Administrative Agent (and their respective affiliatesofficers, directors, officersemployees, agents Affiliates, agents, trustees and employees investment advisers and controlling persons (the each, an “Related Parties” and collectively with the Administrative Agent and the Lenders, the “Indemnified PartiesIndemnitee”)) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, reasonable costs, reasonable out-of-pocket expenses or disbursements of any kind or nature whatsoever arising from or in connection with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the actual or proposed use of proceeds, the other Loan Documents and any such other documents, including any of the failure foregoing relating to the Commitments, use of such Borrower proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to comply with rulesthe operations of Holdings, regulations CC Operating, any of their respective Subsidiaries or any of their properties and laws regarding the business reasonable fees and expenses of mutual funds, such Borrower’s false or incorrect representations or warranties or other information provided legal counsel in connection with this Agreementclaims, actions or failure of such Borrower to comply with covenants contained herein or in proceedings by any Note in a timely manner Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (ivd), collectively, the “indemnified liabilitiesIndemnified Liabilities”), provided, ; provided that such the Borrower shall have no obligation hereunder to any Indemnified Party Indemnitee with respect to indemnified liabilities Indemnified Liabilities to the extent arising such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from (A) with respect to any Indemnified Party, the gross negligence or willful misconduct of such Indemnified Party Indemnitee. Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower agrees not to assert and to cause the Subsidiaries not to assert, and hereby waives and agrees to cause the Subsidiaries to waive, all rights for contribution or its Related Parties, or such Indemnified Party’s failure to comply with any material law or regulation governing the transactions contemplated hereby, or (B) disputes arising between or among the Indemnified Parties other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this AgreementSection 10.5 shall be payable not later than 10 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 10.5 shall be submitted to Treasurer and General Counsel (Telephone No. (000) 000-0000) (Telecopy No. (000) 000-0000), at the address of the Borrower set forth in Section 10.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent. The agreements in this Section 10.5 shall survive the termination of this Agreement and the Commitments and repayment of the Revolving Credit Loans and all other amounts payable hereunder. It is understood and agreed that, to the extent not precluded by a conflict of interest, each Indemnitee shall endeavor to reasonably work cooperatively with the Borrower with a view to minimizing the legal and other expenses associated with any defense and any potential settlement or judgment. To the extent reasonably practicable and not disadvantageous to any Indemnitee, it is anticipated that a single counsel will be used. Settlement of any claim or litigation involving any material indemnified amount will require the approval of the Borrower (not to be unreasonably withheld).

Payment of Expenses and Taxes; Indemnification. (a) Each The Borrower agrees separately (subject to Section 9.5(b)) (i) to reimburse the Administrative Agent Lender for its reasonable out-of-pocket costs and expenses (up to a maximum of $5,000) incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative AgentLender, (ii) to reimburse each the Lender and the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement with respect to such the Borrower, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to each Lender and of counsel to the Administrative AgentLender, (iii) to indemnify and hold the Lender harmless each Lender and the Administrative Agent from from. any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents with respect to such the Borrower, and (iv) to indemnify and hold harmless each the Lender and the Administrative Agent (and their its respective affiliates, directors, partners, officers, agents and employees (collectively the “Related Parties” and collectively with the Administrative Agent and the Lenders, the “"Indemnified Parties”)") harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, reasonable costs, reasonable out-of-pocket expenses or disbursements of any kind or nature whatsoever arising from or in connection with the execution, delivery, enforcement, performance and administration of this Agreement, the Note and the other Loan Documents, the actual or proposed use of proceeds, the other Loan Documents and any such other documents, the failure of such Borrower to comply with rules, regulations and laws regarding the business of mutual funds, such Borrower’s false or incorrect representations or warranties or other information provided in connection with this Agreement, or failure of such Borrower to comply with covenants contained herein or in any Note in a timely manner documents (all the foregoing in this clause (iv), collectively, the “"indemnified liabilities”"), provided, that such the Borrower shall have no obligation hereunder to any Indemnified Party with respect to indemnified liabilities to the extent arising from (A) with respect to any Indemnified Party, the gross negligence or willful misconduct of such Indemnified Party or its Related PartiesParty, or (B) with respect to any such Indemnified Party’s , the failure of such Indemnified Party (and its Affiliates) to comply with any material law or regulation governing the transactions contemplated hereby, or (B) disputes arising between or among the Indemnified Parties with respect to this AgreementRequirement of Law. The agreements in this Section shall survive termination of the Commitments and repayment of the Revolving Credit Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes; Indemnification. (a) Each The Borrower agrees separately (subject to Section 9.5(b)) (i) to pay or reimburse the Administrative Agent and WCM for its all reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation preparation, negotiation, printing and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, together with the reasonable fees and disbursements of counsel to the Administrative Agent, (ii) to pay or reimburse each Lender and the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement with respect to such BorrowerAgreement, the other Loan Documents Notes and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to each Lender the Administrative Agent and of counsel to the Administrative AgentLenders (including reasonable allocated costs of in-house legal counsel), (iii) on demand, to indemnify pay, indemnify, and hold harmless each Lender and Lender, the Administrative Agent from and WCM harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, paying stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation consummation, administration or administration enforcement of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Credit Documents and any such other documents with respect to such Borrowerdocuments, and (iv) to indemnify pay, indemnify, and hold harmless each Lender, the Administrative Agent, the Issuing Lender, the Swingline Lender and the Administrative Agent (WCM and each of their respective affiliatesAffiliates, directorsemployees, officersagents, agents officers and employees directors (the “Related Parties” and collectively with the Administrative Agent and the Lenders, the “each an "Indemnified Parties”)Person") harmless from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, reasonable costs, reasonable out-of-pocket expenses or disbursements of any kind or nature whatsoever arising from or in connection with respect to the execution, delivery, enforcement, performance and or administration of this Agreement, the actual Credit Documents or proposed use of proceeds, the other Loan Documents and any such other documents, documents and the failure of such Borrower to comply with rules, regulations and laws regarding the business of mutual funds, such Borrower’s false or incorrect representations or warranties or other information provided in connection with this Agreementuse, or failure proposed use, of such Borrower to comply with covenants contained herein proceeds of the Loans or otherwise relating in any Note in a timely manner way to any of the foregoing (all of the foregoing in this clause (iv)foregoing, collectively, "Indemnified Liabilities"); provided that the “indemnified liabilities”), provided, that such Borrower shall not have no any obligation hereunder to any Indemnified Party Person with respect to indemnified liabilities to the extent Indemnified Liabilities arising from (A) with respect to any Indemnified Party, the gross negligence or willful misconduct of such Indemnified Party or its Related PartiesPerson, or such Indemnified Party’s failure to comply with any material law or regulation governing the transactions contemplated herebyas determined in a final, or (B) disputes arising between or among the Indemnified Parties with respect to this Agreement. The agreements in this Section shall survive termination non-appealable judgment by a court of the Commitments and repayment of the Revolving Credit Loans and all other amounts payable hereundercompetent jurisdiction.

Payment of Expenses and Taxes; Indemnification. The Borrower agrees (a) Each Borrower agrees separately (subject to Section 9.5(b)) (i) to pay or reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, including the reasonable fees and disbursements of counsel to the Administrative AgentAgent and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Borrower prior to the Restatement Date (in the case of amounts to be paid on the Restatement Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Agent shall deem appropriate, (iib) to pay or reimburse each Lender and the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement with respect to such BorrowerAgreement, the other Loan Documents and any such other documents, including, without limitation, including the reasonable fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and of counsel to the Administrative Agent, (iiic) to indemnify pay, indemnify, and hold harmless each Lender the Agent and the Administrative Agent from Lenders harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents with respect to such Borrowerdocuments, and (ivd) to indemnify pay, indemnify, and hold harmless the each Lender and the Administrative Agent (and their respective affiliatesofficers, directors, officersemployees, affiliates, agents and employees controlling persons (the each, an “Related Parties” and collectively with the Administrative Agent and the Lenders, the “Indemnified PartiesIndemnitee”)) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, reasonable costs, reasonable out-of-pocket expenses or disbursements of any kind or nature whatsoever arising from or in connection with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the actual or proposed use of proceeds, the other Loan Documents and any such other documents, including any of the failure foregoing relating to the use of such Borrower proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to comply with rules, regulations the operations of any Loan Party or any of the Mortgaged Properties and laws regarding the business reasonable fees and expenses of mutual funds, such Borrower’s false or incorrect representations or warranties or other information provided legal counsel in connection with this Agreementclaims, actions or failure proceedings by any Indemnitee against any Loan Party under any Loan Document (including the cost of such Borrower to comply with covenants contained herein or in any Note in successfully defending itself against a timely manner claim brought by a party hereto) (all the foregoing in this clause (ivd), collectively, the “indemnified liabilitiesIndemnified Liabilities”), provided, that such the Borrower shall have no obligation hereunder to any Indemnified Party Indemnitee with respect to indemnified liabilities Indemnified Liabilities to the extent arising such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from (A) with respect to any Indemnified Party, the gross negligence or willful misconduct of such Indemnified Party Indemnitee. Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or its Related Parties, or such Indemnified Party’s failure to comply with any material law or regulation governing the transactions contemplated hereby, or (B) disputes arising between or among the Indemnified Parties other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this AgreementSection 9.5 shall be payable not later than 10 days after written demand therefor. The agreements in this Section 9.5 shall survive termination the payment of the Commitments and repayment of the Revolving Credit Loans and all other amounts payable hereunder.hereunder and the resignation or removal of the Agent

Payment of Expenses and Taxes; Indemnification. The Borrower agrees (a) Each Borrower agrees separately (subject to Section 9.5(b)) pay or reimburse each of (i) to reimburse the Administrative Agent, (ii) the Collateral Agent and (iii) solely with respect to the amendment and restatement effected on the Closing Date, in an aggregate amount not to exceed $25,000 for all of the Lenders, the Lenders, in each case for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement Agreement, the Notes and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent and the Collateral Agent, (iib) to pay or reimburse the Administrative Agent, the Collateral Agent and each Lender and the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement with respect to such BorrowerAgreement, the Notes, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to each Lender and (including allocated costs of counsel internal counsel) to the Administrative Agent, the Collateral Agent and each Lender, (iiic) to pay, and indemnify and hold harmless the Administrative Agent, the Collateral Agent and each Lender from, any and the Administrative Agent from all present or future stamp, documentary or excise taxes or similar charges, any and all recording and filing fees fees, and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if anythereto, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or payment under, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the Notes, the other Loan Documents and any such other documents with respect to such Borrowerdocuments, and (ivd) to pay, and indemnify and hold harmless the Administrative Agent, the Collateral Agent and each Lender and the Administrative Agent (and including each of their respective affiliatesparents, subsidiaries, officers, directors, officersemployees, agents and employees (the “Related Parties” and collectively with the Administrative Agent and the Lenders, the “Indemnified Parties”)affiliates) from and against against, any and all other claims, demands, liabilities, obligations, losses, damages, penalties, actions, judgments, suitssuits (regardless of whether such Person is a party thereto), reasonable costs, reasonable out-of-pocket settlements, expenses or disbursements of any whatever kind or nature whatsoever arising from or from, in connection with or with respect to (i) the execution, delivery, enforcement, performance and administration of this Agreement, the actual or proposed use of proceedsNotes, the other Loan Documents and Documents, or any such other documents, (ii) the failure proposed or actual use of such Borrower to comply with rules, regulations and laws regarding the business proceeds of mutual funds, such Borrower’s false the Loans or incorrect representations (iii) any other Transaction or warranties any transaction or other information provided document related thereto or in connection with this Agreement, or failure of such Borrower to comply with covenants contained herein or in any Note in a timely manner therewith (all the foregoing in this clause (ivd), collectively, the “indemnified liabilities”), provided, ; provided that such the Borrower shall not have no any obligation hereunder to any Indemnified Party Lender with respect to indemnified liabilities to the extent arising from (A) with respect to any Indemnified Party, the gross negligence or willful misconduct of such Indemnified Party or its Related Partiesthe Administrative Agent, the Collateral Agent or such Indemnified Party’s failure to comply with any material law or regulation governing the transactions contemplated hereby, or (B) disputes arising between or among the Indemnified Parties with respect to this AgreementLender. The agreements in this Section 9.5 shall survive termination of the Commitments and repayment of the Revolving Credit Loans and all other amounts payable Obligations hereunder.

Payment of Expenses and Taxes; Indemnification. The Borrower agrees (a) Each Borrower agrees separately (subject to Section 9.5(b)) (i) to pay or reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, including the reasonable fees and disbursements of counsel to the Administrative AgentAgent and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Borrower prior to the Closing Date (in the case of amounts to be paid on the Closing Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Agent shall deem appropriate, (iib) to pay or reimburse the each Lender and the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement with respect to such BorrowerAgreement, the other Loan Documents and any such other documents, including, without limitation, including the reasonable fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to the each Lender and of counsel to the Administrative Agent, (iiic) to indemnify pay, indemnify, and hold harmless each Lender the Agent and the Administrative Agent from Lenders harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents with respect to such Borrowerdocuments, and (ivd) to indemnify pay, indemnify, and hold harmless the each Lender and the Administrative Agent (and their respective affiliatesofficers, directors, officersemployees, affiliates, agents and employees controlling persons (the “Related Parties” and collectively with the Administrative Agent and the Lenderseach, the “Indemnified Parties”)an "INDEMNITEE") harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, reasonable costs, reasonable out-of-pocket expenses or disbursements of any kind or nature whatsoever arising from or in connection with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the actual or proposed use of proceeds, the other Loan Documents and any such other documents, including any of the failure foregoing relating to the use of such Borrower proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to comply with rules, regulations the operations of any Loan Party or any of the Mortgaged Properties and laws regarding the business reasonable fees and expenses of mutual funds, such Borrower’s false or incorrect representations or warranties or other information provided legal counsel in connection with this Agreementclaims, actions or failure of such Borrower to comply with covenants contained herein or in proceedings by any Note in a timely manner Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (ivd), collectively, the “indemnified liabilities”"INDEMNIFIED LIABILITIES"), providedPROVIDED, that such the Borrower shall have no obligation hereunder to any Indemnified Party Indemnitee with respect to indemnified liabilities Indemnified Liabilities to the extent arising such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from (A) with respect to any Indemnified Party, the gross negligence or willful misconduct of such Indemnified Party Indemnitee. Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or its Related Parties, or such Indemnified Party’s failure to comply with any material law or regulation governing the transactions contemplated hereby, or (B) disputes arising between or among the Indemnified Parties other rights of recovery with respect to this Agreementall claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. The agreements in All amounts due under this Section 9.5 shall survive termination of the Commitments and repayment of the Revolving Credit Loans and all other amounts be payable hereundernot later than 10 days after written demand therefor.

Payment of Expenses and Taxes; Indemnification. The Borrower agrees (a) Each Borrower agrees separately (subject to Section 9.5(b)) (i) to pay or reimburse the Arranger, the Administrative Agent and the Collateral Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the arrangement and syndication of the credit facilities provided for herein, any due diligence related hereto (including without limitation any evaluation of collateral), the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement Agreement, the Notes and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of external counsel to the Arranger, the Administrative Agent and the Collateral Agent, (b) to pay or reimburse the Administrative Agent, (ii) to reimburse the Collateral Agent and each Lender and the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement with respect to such BorrowerAgreement, the Notes, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to each Lender and (including allocated costs of counsel internal counsel) to the Administrative Agent, the Collateral Agent and each Lender, (iiid) to pay, and indemnify and hold harmless the Administrative Agent, the Collateral Agent, each Lender from, any and the Administrative Agent from all present or future stamp, documentary or excise taxes or similar charges, any and all recording and filing fees fees, and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if anythereto, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or payment under, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the Notes, the other Loan Documents and any such other documents with respect to such Borrowerdocuments, and (ive) to pay, and indemnify and hold harmless the Administrative Agent, the Collateral Agent, each Lender and the Administrative Agent (and including each of their respective affiliatesparents, subsidiaries, officers, directors, officersemployees, agents agents, trustees and employees attorneys-in-fact) (the “Related Parties” and collectively with the Administrative Agent and the Lenders, the “Indemnified Parties”)each such Person being called an "INDEMNITEE") from and against against, any and all other claims, demands, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, reasonable costs, reasonable out-of-pocket settlements, expenses or disbursements of any whatever kind or nature whatsoever arising from or from, in connection with or with respect to (i) the execution, delivery, enforcement, performance and administration execution or delivery of this Agreementany Loan Document or any agreement or instrument contemplated hereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated thereby, (ii) any Loan or the use of the proceeds therefrom, (iii) any actual or proposed use alleged presence or release of proceeds, Materials of Environmental Concern on or from any property owned or operated by the other Loan Documents and Borrower or any such other documents, the failure of such Borrower to comply with rules, regulations and laws regarding the business of mutual funds, such Borrower’s false or incorrect representations or warranties or other information provided in connection with this Agreementits Subsidiaries, or failure of such Borrower to comply with covenants contained herein or 60 any Environmental Liability related in any Note in way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a timely manner party thereto (all the foregoing in this clause (ive), collectively, the “indemnified liabilities”"INDEMNIFIED LIABILITIES"), provided, ; PROVIDED that such Borrower indemnity shall have no obligation hereunder not, as to any Indemnified Party with respect to indemnified liabilities Indemnitee, be available to the extent that such indemnified liabilities are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, willful misconduct or bad faith of such Indemnitee (or such Indemnitee's parent, subsidiaries, officers, directors, employees, agents, trustees or attorneys-in-fact). To the extent permitted by applicable law, each party hereto agrees not to 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 from (A) with respect to out of, in connection with, or as a result of, this Agreement, any Indemnified Partyother Loan Document or any agreement or instrument contemplated hereby or thereby, the gross negligence Transactions, any Loan or willful misconduct the use of such Indemnified Party or its Related Parties, or such Indemnified Party’s failure to comply with any material law or regulation governing the transactions contemplated hereby, or (B) disputes arising between or among the Indemnified Parties with respect to this Agreementproceeds thereof. The agreements in this Section SECTION 9.5 supercede the reimbursement and indemnification provisions in the Commitment Letter, and shall survive termination of the Commitments and repayment of the Revolving Credit Loans and all other amounts payable Obligations hereunder.

Payment of Expenses and Taxes; Indemnification. The Borrower agrees (a) Each Borrower agrees separately (subject to Section 9.5(b)) (i) to pay or reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, including the reasonable fees and disbursements of counsel to the Administrative AgentAgent and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Borrower prior to the Closing Date (in the case of amounts to be paid on the Closing Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Agent shall deem appropriate, (iib) to pay or reimburse each Lender and the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement with respect to such BorrowerAgreement, the other Loan Documents and any such other documents, including, without limitation, including the reasonable fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and of counsel to the Administrative Agent, (iiic) to indemnify pay, indemnify, and hold harmless each Lender the Agent and the Administrative Agent from Lenders harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents with respect to such Borrowerdocuments, and (ivd) to indemnify pay, indemnify, and hold harmless the each Lender and the Administrative Agent (and their respective affiliatesofficers, directors, officersemployees, affiliates, agents and employees controlling persons (the each, an “Related Parties” and collectively with the Administrative Agent and the Lenders, the “Indemnified PartiesIndemnitee”)) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, reasonable costs, reasonable out-of-pocket expenses or disbursements of any kind or nature whatsoever arising from or in connection with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the actual or proposed use of proceeds, the other Loan Documents and any such other documents, including any of the failure foregoing relating to the use of such Borrower proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to comply with rules, regulations the operations of any Loan Party or any of the Mortgaged Properties and laws regarding the business reasonable fees and expenses of mutual funds, such Borrower’s false or incorrect representations or warranties or other information provided legal counsel in connection with this Agreementclaims, actions or failure proceedings by any Indemnitee against any Loan Party under any Loan Document (including the cost of such Borrower to comply with covenants contained herein or in any Note in successfully defending itself against a timely manner claim brought by a party hereto) (all the foregoing in this clause (ivd), collectively, the “indemnified liabilitiesIndemnified Liabilities”), ; provided, that such the Borrower shall have no obligation hereunder to any Indemnified Party Indemnitee with respect to indemnified liabilities Indemnified Liabilities to the extent arising such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from (A) with respect to any Indemnified Party, the gross negligence or willful misconduct of such Indemnified Party Indemnitee. Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or its Related Parties, or such Indemnified Party’s failure to comply with any material law or regulation governing the transactions contemplated hereby, or (B) disputes arising between or among the Indemnified Parties other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this AgreementSection 9.5 shall be payable not later than 10 days after written demand therefor. The agreements in this Section 9.5 shall survive termination the payment of the Commitments and repayment of the Revolving Credit Loans and all other amounts payable hereunder.hereunder and the resignation or removal of the Agent

Payment of Expenses and Taxes; Indemnification. (a) Each Borrower Fund, on ---------------------------------------------- its own behalf or if applicable on behalf of the investment portfolios thereof which are Borrowers, agrees separately severally (subject to Section 9.5(b)) below) (i) to reimburse the Administrative Agent for its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent, (ii) to reimburse each Lender and the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement with respect to such Borrower, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to each Lender and of counsel to the Administrative Agent, (iii) to indemnify and hold harmless each Lender and the Administrative Agent harmless from any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents with respect to such Borrower, and (iv) to indemnify and hold harmless each Lender and the Administrative Agent (and their respective affiliates, directors, officers, agents and employees (the “Related Parties” and collectively with the Administrative Agent and the Lenders, the “"Indemnified Parties”")) harmless from and against any and all other ------------------- liabilities, obligations, losses, damages, penalties, actions, judgments, suits, reasonable costs, reasonable out-of-pocket expenses or disbursements of any kind or nature whatsoever arising from or in connection with the execution, delivery, enforcement, performance and administration of this Agreement, the actual or proposed use of proceeds, the other Loan Documents and any such other documents, the failure of such Borrower to comply with rules, regulations and laws regarding the business of mutual funds, such Borrower’s false or incorrect representations or warranties or other information provided in connection with this Agreement, or failure of such Borrower to comply with covenants contained herein or in any Note in a timely manner documents (all the foregoing in this clause (iv), collectively, the “"indemnified ----------- liabilities”"), provided, that such Borrower Fund, on its own behalf or if applicable on ----------- -------- behalf of the investment portfolios thereof which are Borrowers shall have no obligation hereunder to any Indemnified Party with respect to indemnified liabilities to the extent arising from (A) with respect to any Indemnified Party, the gross negligence or willful misconduct of such Indemnified Party or its Related PartiesParty, or such Indemnified Party’s failure to comply with any material law or regulation governing the transactions contemplated hereby, or (B) disputes arising between or among the Indemnified Parties Lenders or (C) with respect to this Agreementany such Indemnified Party, the failure of such Indemnified Party (and its Affiliates) to comply with any Requirement of Law. The agreements in this Section shall survive termination of the Commitments and repayment of the Revolving Credit Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes; Indemnification. (a) Each The Borrower agrees separately (subject to Section 9.5(b)) (i) to pay or reimburse each of the Administrative Agents, each Joint Lead Arranger, each Joint Bookrunner and each Syndication Agent for its all their reasonable and documented and invoiced out-of-pocket costs and reasonable expenses (without duplication) associated with the syndication of the Credit Facilities and incurred in connection with the development, preparation preparation, execution and execution delivery of, and any amendment, supplement or and/or modification to, to this Agreement and the other Loan Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, including the reasonable fees fees, disbursements and disbursements other charges of Shearman & Sterling LLP as counsel to the Administrative AgentAgents with statements with respect to the foregoing to be submitted to the Borrower prior to the Closing Date (in the case of amounts to be paid on the Closing Date and from time to time thereafter on a quarterly basis) and one counsel in each relevant local jurisdiction approved by, or otherwise retained with the consent of, the Borrower, (ii) to pay or reimburse each Lender and the Collateral Agent, the Administrative Agent and each Lender for all its their reasonable and documented and invoiced out-of-pocket costs and reasonable expenses incurred in connection with the enforcement or preservation of any rights under this Agreement with respect to such BorrowerAgreement, the other Loan Credit Documents and any such other documents, including, without limitation, including the reasonable fees fees, disbursements and disbursements other charges of counsel to each Lender and of one firm or counsel to the Administrative AgentAgent and the Collateral Agent and, to the extent required, one firm or local counsel in each relevant local jurisdiction or otherwise retained with the Borrower’s consent (such consent not to be unreasonably withheld, conditioned or delayed (which may include a single special counsel acting in multiple jurisdictions), and (iii) to pay, indemnify and hold harmless each Lender and Lender, the Administrative Agent from any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this AgreementAgent, the other Loan Documents and any such other documents with respect to such BorrowerCollateral Agent, and (iv) to indemnify and hold harmless each Lender and Joint Lead Arranger, the Administrative Agent (Joint Bookrunners, the Syndication Agents, each Letter of Credit Issuer and their respective affiliates, directors, officers, agents and employees Related Parties (the “Related Parties” and collectively with the Administrative Agent and the Lenders, without duplication) (the “Indemnified Parties”)) from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, reasonable costs, reasonable out-of-pocket expenses or disbursements of any kind or nature whatsoever arising from (including, but not limited to, any action, claim, litigation, investigation, inquiry or other proceeding), including, taken as a whole, reasonable and documented or invoiced out-of-pocket fees, reasonable expenses, disbursements and other charges of one firm of counsel for all Indemnified Parties, taken as a whole (and, in the case of an actual or perceived conflict of interest where the Indemnified Party affected by such conflict notifies the Borrower of any existence of such conflict and in connection with the investigating or defending any of the foregoing (including the reasonable fees) has retained its own counsel, of another firm of counsel for such affected Indemnified Party), and to the extent required, one firm or local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) of any such Indemnified Party arising out of or relating to any action, claim, litigation, investigation or other proceeding (including any inquiry or investigation of the foregoing) (regardless of whether such Indemnified Party is a party thereto or whether or not such action, claim, litigation or proceeding was brought by the Borrower, its equity holders, affiliates or creditors or any other third person), arising out of, or with respect to the Transactions or to the execution, delivery, enforcement, performance and administration of this Agreement, the actual or proposed use of proceeds, the other Loan Credit Documents and any such other documentsdocuments or the use of the proceeds of the Loans or Letters of Credit, including any of the failure foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law or any actual or alleged presence of such Borrower or Release of Hazardous Materials applicable to comply with rulesthe Borrower, regulations and laws regarding any of its Subsidiaries or any of the business of mutual funds, such Borrower’s false or incorrect representations or warranties or other information provided in connection with this Agreement, or failure of such Borrower to comply with covenants contained herein or in any Note in a timely manner Real Property (all the foregoing in this clause (iviii), collectively, the “indemnified liabilities”), provided, ; provided that such the Borrower shall have no obligation hereunder to any Indemnified Party with respect to indemnified liabilities to the extent arising from (Ai) with respect to any Indemnified Party, the gross negligence negligence, bad faith or willful misconduct of such Indemnified Party or any of its Related PartiesParties as determined in a final and nonappealable judgment as determined by a court of competent jurisdiction, or (ii) a material breach of the obligations of such Indemnified Party or any of its Related Parties under the terms of this Agreement by such Indemnified Party or any of its Related Parties as determined in a final and non‑appealable judgment as determined by a court of competent jurisdiction, (iii) in addition to clause (ii) above, in the case of any action, claim, litigation, investigation, inquiry or other proceeding initiated by the Borrower against the relevant Indemnified Party’s failure to comply with any material law , solely from a breach of the obligations of such Indemnified Party or regulation governing its Related Parties under the transactions contemplated herebyterms of this Agreement as determined in a final and non-appealable judgment by a court of competent jurisdiction, or (Biv) disputes arising any proceeding between or and among the Indemnified Parties with that does not involve an act or omission by the direct parent of the Borrower, the Borrower or its Restricted Subsidiaries; provided that the Administrative Agent, the Collateral Agent, the Letter of Credit Issuers, the Swingline Lender, the Joint Lead Arrangers, the Joint Bookrunners and the Syndication Agents to the extent acting in their capacity as such, shall remain indemnified in respect of such proceeding, to the extent that none of the exceptions set forth in clause (i), (ii), (iii) or (iv) of the immediately preceding proviso applies to such person at such time. All amounts payable under this AgreementSection 13.5(a) shall be paid within 10 Business Days after receipt by the Borrower of an invoice relating thereto setting forth such expense in reasonable detail. The agreements in this Section 13.5 shall survive termination of the Commitments and repayment of the Revolving Credit Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes; Indemnification. The Borrowers, jointly and severally, agree (a) Each Borrower agrees separately (subject to Section 9.5(b)) (i) to pay or reimburse the Administrative Agent Lender for all its reasonable out-of-pocket costs and expenses incurred in connection with the developmentpreparation, preparation execution and execution delivery of, and any amendment, supplement supplement, waiver or modification to, this Agreement and Agreement, the Note, the other Loan Documents and any other documents prepared in connection herewith or therewiththerewith (other than at the request of the Lender), and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, to pay or reimburse the reasonable fees and disbursements of counsel to the Administrative Agent, (ii) to reimburse each Lender and the Administrative Agent for all of its reasonable out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement with respect to such Borrowercontemplated hereby and by the Note, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to each Lender and of counsel to the Administrative Agentdocuments prepared in connection therewith, (iiib) to indemnify pay, indemnify, and to hold the Lender harmless each Lender and the Administrative Agent from from, any and all reasonable recording and filing fees and any and all reasonable liabilities with respect to, or resulting from any delay by the Borrowers in paying, stamp, excise and other taxessimilar taxes other than taxes payable by withholding, if any, if legal, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the Note, and the other Loan Documents and any such other documents with respect to such BorrowerDocuments, and (ivc) to indemnify pay, indemnify, and hold the Lender harmless each Lender and the Administrative Agent (and their respective affiliates, directors, officers, agents and employees (the “Related Parties” and collectively with the Administrative Agent and the Lenders, the “Indemnified Parties”)) from and against any and all other reasonable liabilities, obligations, losses, damages, penalties, actions, judgments, suits, reasonable costs, reasonable out-of-pocket expenses or disbursements of any kind or nature whatsoever arising from or in connection with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the actual or proposed use of proceeds, Note and the other Loan Documents and any such other documents, the failure of such Borrower to comply with rules, regulations and laws regarding the business of mutual funds, such Borrower’s false or incorrect representations or warranties or other information provided in connection with this Agreement, or failure of such Borrower to comply with covenants contained herein or in any Note in a timely manner (all of the foregoing in this clause (iv)foregoing, collectively, the “indemnified liabilities”), ; provided, that such Borrower that, the Borrowers shall have no obligation hereunder to any Indemnified Party with respect to indemnified liabilities to the extent arising such indemnified liabilities arise from (A) with respect to any Indemnified Party, the gross negligence or willful misconduct of the Lender. A Person seeking to be indemnified under this Section 10.04 shall notify the Borrowers of any event requiring indemnification within ten (10) Business Days following such Indemnified Party Person’s receipt of notice of commencement of any action or its Related Partiesproceeding, or such Indemnified PartyPerson’s obtaining knowledge of the occurrence of any other event, giving rise to a claim for indemnification hereunder; provided, that, failure to comply with deliver such notice shall not impair or limit the indemnification obligations of the Borrowers except to the extent of actual prejudice. The Borrowers will be entitled (but not obligated) to assume the defense or settlement of any material law such action or regulation governing proceeding or to participate in any negotiations to settle or otherwise resolve any claim using counsel of their choice reasonably acceptable to the transactions contemplated herebyPerson to be indemnified. If the Borrowers elect to assume the defense or settlement of any such action or proceeding, the Person to be indemnified (and its counsel) may continue to participate at its own expense in such action or (B) disputes arising between or among the Indemnified Parties with respect to this Agreementproceeding. The agreements in this Section subsection shall survive termination of the Commitments and repayment of the Revolving Credit Loans Note and all other amounts payable hereunderhereunder for one (1) year.

Payment of Expenses and Taxes; Indemnification. The Borrower agrees (a) Each Borrower agrees separately (subject to Section 9.5(b)) (i) to pay or reimburse the Administrative Agent Agents for its all their reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, including the reasonable fees fees, disbursements and disbursements other charges of counsel to the Administrative AgentAgents, (iib) to pay or reimburse each Lender and the Administrative Agent for all its their reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement with respect to such BorrowerAgreement, the other Loan Credit Documents and any such other documents, including, without limitation, including the reasonable fees fees, disbursements and disbursements other charges of counsel to each Lender and of counsel to the Administrative Agent, (iiic) to indemnify pay, indemnify, and hold harmless each Lender and the Administrative Agent from any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, which that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Credit Documents and any such other documents with respect to such Borrowerdocuments, and (ivd) to pay, indemnify and hold harmless each Lender and the Administrative Agent (and their respective affiliates, directors, officers, employees, trustees and agents and employees (the “Related Parties” and collectively with the Administrative Agent and the Lenders, the “Indemnified Parties”)) from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, reasonable costs, reasonable out-of-pocket expenses or disbursements of any kind or nature whatsoever arising from or in connection whatsoever, including reasonable and documented fees, disbursements and other charges of counsel, with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the actual or proposed use of proceeds, the other Loan Credit Documents and any such other documents, including any of the failure foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law or any actual or alleged presence of such Borrower Hazardous Materials applicable to comply with rulesthe operations of the Borrower, regulations and laws regarding any of its Subsidiaries or any of the business of mutual funds, such Borrower’s false or incorrect representations or warranties or other information provided in connection with this Agreement, or failure of such Borrower to comply with covenants contained herein or in any Note in a timely manner Real Estate (all the foregoing in this clause (ivd), collectively, the “indemnified liabilities”), provided, provided that such the Borrower shall have no obligation hereunder to the Administrative Agent or any Indemnified Party Lender nor any of their respective directors, officers, employees and agents with respect to indemnified liabilities to the extent arising from (Ai) with respect to any Indemnified Party, the gross negligence or willful misconduct of such Indemnified Party or its Related Parties, or such Indemnified Party’s failure the party to comply with any material law or regulation governing the transactions contemplated hereby, be indemnified or (Bii) disputes arising between or among the Indemnified Parties with respect to this AgreementAdministrative Agent, the Lenders and/or their transferees. The agreements in this Section 15.5 shall survive termination of the Commitments and repayment of the Revolving Credit Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes; Indemnification. (a) Each The Borrower agrees separately (subject to Section 9.5(b)) (i) to reimburse the Administrative Agent for its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent, (ii) to reimburse each Lender and the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement with respect to such the Borrower, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to each Lender and of counsel to the Administrative Agent, (iii) to indemnify and hold harmless each Lender Lender, the Syndication Agent and the Administrative Agent from harmless, from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents with respect to such the Borrower, and (iv) to indemnify and hold harmless each Lender Lender, the Syndication Agent and the Administrative Agent (and their respective affiliates, directors, officers, agents and employees (the “Related Parties” and collectively with the Administrative Agent, the Syndication Agent and the Lenders, the “Indemnified Parties”)) harmless from and against any and all other liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suits, reasonable costs, reasonable out-of-of- pocket expenses or disbursements of any kind or nature whatsoever (including but not limited to reasonable attorney’s fees and settlement costs) arising directly or indirectly from or in connection with the execution, delivery, enforcement, performance and administration of this Agreement, the actual or proposed use of proceeds, the other Loan Documents and any such other documents, from the Borrower’s use of proceeds or the commitment, from failure of such the Borrower to comply with rules, regulations and laws regarding the business of mutual funds, such Borrower’s from false or incorrect representations or warranties or other information provided in connection with this Agreement, or from failure of such the Borrower to comply with covenants contained herein or in any Note in a timely manner (all the foregoing in this clause (iv)) , collectively, the “indemnified liabilities”), provided, that such the Borrower shall have no obligation hereunder to any Indemnified Party with respect to indemnified liabilities to the extent arising from (A) with respect to any Indemnified Party, the gross negligence or willful misconduct of such Indemnified Party or its Related PartiesParty, or such Indemnified Party’s failure to comply with any material law or regulation governing the transactions contemplated hereby, or (B) disputes arising between or among the Indemnified Parties Lenders, the Syndication Agent and the Administrative Agent, or (C) with respect to this Agreementany such Indemnified Party, the failure of such Indemnified Party (and its Affiliates) to comply with any Requirement of Law. The agreements in this Section 9.5 shall survive the termination of this Agreement and the Commitments and repayment payment of the Revolving Credit Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes; Indemnification. The Borrower agrees (a) Each Borrower agrees separately (subject to Section 9.5(b)) (i) to pay or reimburse the Administrative Agent and WCM for its all reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation preparation, negotiation, printing and execution of, and any amendment, supplement or modification to, this Credit Agreement and the other Loan Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, together with the reasonable fees and disbursements of counsel to the Administrative Agent, (iib) to pay or reimburse each Lender and the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement with respect to such BorrowerCredit Agreement, the other Loan Documents Notes and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to each Lender and of counsel to the Administrative Agent, (iii) to indemnify and hold harmless each Lender and the Administrative Agent from and to the Lenders (including reasonable allocated costs of in-house legal counsel), (c) on demand, to pay, indemnify, and hold each Lender, the Administrative Agent and WCM harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, paying stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Credit Documents and any such other documents with respect to such Borrowerdocuments, and (ivd) to indemnify pay, indemnify, and hold harmless each Lender and the Administrative Agent (and their respective affiliatesLender, directors, officers, agents and employees (the “Related Parties” and collectively with the Administrative Agent and the LendersWCM and their Affiliates, the “Indemnified Parties”)) employees, officers and directors harmless from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, reasonable costs, reasonable out-of-pocket expenses or disbursements of any kind or nature whatsoever arising from or in connection with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the actual or proposed use of proceeds, the other Loan Credit Documents and any such other documents, documents and the failure of such Borrower to comply with rules, regulations and laws regarding the business of mutual funds, such Borrower’s false or incorrect representations or warranties or other information provided in connection with this Agreementuse, or failure proposed use, of such Borrower to comply with covenants contained herein or in any Note in a timely manner proceeds of the Loans (all of the foregoing in this clause (iv)foregoing, collectively, the “"indemnified liabilities”"), ; provided, however, that such the Borrower shall not have no any obligation hereunder to the Administrative Agent, WCM, its Affiliates or any Indemnified Party Lender with respect to indemnified liabilities to the extent arising from (A) with respect to any Indemnified Party, the gross negligence or willful misconduct of the Administrative Agent, WCM, such Indemnified Party or its Related Parties, Affiliate or such Indemnified Party’s failure to comply with any material law or regulation governing the transactions contemplated herebyLender, or (B) disputes arising between or among the Indemnified Parties with respect to this Agreementas determined by a court of competent jurisdiction. The agreements in this Section 9.5 shall survive termination of the Commitments and repayment of the Revolving Credit Loans Loans, Notes and all other amounts payable hereunder.

Payment of Expenses and Taxes; Indemnification. Each Obligor jointly and severally agrees, subject to the $1,000,000 aggregate expense cap set forth in Section 10.04 of the First Lien Agreement and the other terms and provisions thereof, (a) Each Borrower agrees separately (subject to Section 9.5(b)) (i) to pay or reimburse the Administrative Collateral Agent and each Approved Hedge Counterparty for its reasonable all of their respective out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Transaction Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, including the reasonable fees and disbursements of counsel to Collateral Agent and an Approved Hedge Counterparty and filing and recording fees and expenses, with statements with respect to the Administrative Agentforegoing to be submitted to Borrowers prior to the Effective Date (in the case of amounts to be paid on the Effective Date) and from time to time thereafter on a quarterly basis or such other periodic basis as Collateral Agent or such Approved Hedge Counterparty shall deem appropriate, (iib) to pay or reimburse each Lender Secured Party and the Administrative Collateral Agent for all its of their respective costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement with respect to such BorrowerAgreement, the other Loan Transaction Documents and any such other documents, including, without limitation, including the reasonable fees and disbursements of counsel (and other agents and professionals), to each Lender Secured Party and of counsel to the Administrative Collateral Agent, (iiic) to indemnify pay, indemnify, and hold each Secured Party and Collateral Agent harmless each Lender from and the Administrative Agent from against, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Transaction Documents and any such other documents with respect to such Borrowerdocuments, and (ivd) to indemnify pay, indemnify, and hold harmless each Lender Secured Party and the Administrative Collateral Agent (and their respective affiliatesofficers, directors, officersemployees, Affiliates, agents and employees controlling persons (the each, an “Related Parties” and collectively with the Administrative Agent and the Lenders, the “Indemnified PartiesIndemnitee”)) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, reasonable costs, reasonable out-of-pocket expenses or disbursements of any kind or nature whatsoever arising from or in connection with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the actual or proposed use of proceeds, the other Loan Amended and Restated Intercreditor and Collateral Agency Agreement Transaction Documents and any such other documents, including any of the failure foregoing relating to the use of such Borrower proceeds of the notes or the violation of, noncompliance with or liability under, any environmental law applicable to comply with rulesthe operations of any Obligor, regulations any of its subsidiaries or any of the Collateral and laws regarding the business reasonable fees and expenses of mutual funds, such Borrower’s false or incorrect representations or warranties or other information provided legal counsel in connection with this Agreementclaims, actions or failure of such Borrower to comply with covenants contained herein or in proceedings by any Note in a timely manner Indemnitee against any Obligor under any Transaction Document (all the foregoing in this clause Clause (ivd), collectively, collectively the “indemnified liabilitiesIndemnified Liabilities”), ; provided, that such Borrower no Obligor shall have no any obligation hereunder to any Indemnified Party Indemnitee with respect to indemnified liabilities Indemnified Liabilities to the extent arising such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from (A) with respect to any Indemnified Party, the gross negligence or willful misconduct of such Indemnified Party Indemnitee. Without limiting the foregoing, and to the extent permitted by applicable law, each Obligor agrees not to assert and to cause its subsidiaries not to assert, and hereby waives and agrees to cause its subsidiaries to so waive, all rights for contribution or its Related Parties, or such Indemnified Party’s failure to comply with any material law or regulation governing the transactions contemplated hereby, or (B) disputes arising between or among the Indemnified Parties other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to environmental laws, that any of them might have by statute or otherwise against any Indemnitee. Without limiting any provision of this AgreementAgreement or of any other Transaction Document, it is the express intention of the parties hereto that each Indemnitee shall be indemnified from and held harmless against any and all Indemnified Liabilities arising out of or resulting from the sole or contributory negligence of such Indemnitee. All amounts due under this Section 9.09 shall be payable promptly and in any event, not later than 10 days after written demand therefor. Statements payable by Obligors pursuant to this Section 9.09 shall be submitted to Borrowers at the address of Borrowers set forth in Section 9.12, or to such other Person or address as may be hereafter designated by the Obligors in a written notice to Collateral Agent. The agreements Agreements in this Section 9.09 shall survive termination of the Commitments and repayment of the Revolving Credit Loans First Lien Obligations, the Approved Hedge Counterparty Swap Contracts and all other amounts payable hereunder.

Payment of Expenses and Taxes; Indemnification. (a) Each The Borrower agrees separately (subject to Section 9.5(b)) (i) to pay or reimburse each of the Administrative Agents, each Joint Lead Arranger, each Joint Bookrunner and each Syndication Agent for its all their reasonable and documented and invoiced out-of-pocket costs and reasonable expenses (without duplication) associated with the syndication of the Credit Facilities and incurred in connection with the development, preparation preparation, execution and execution delivery of, and any amendment, supplement or and/or modification to, to this Agreement and the other Loan Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, including the reasonable fees fees, disbursements and disbursements other charges of Shearman & Sterling LLP as counsel to the Administrative AgentAgents with statements with respect to the foregoing to be submitted to the Borrower prior to the Closing Date (in the case of amounts to be paid on the Closing Date and from time to time thereafter on a quarterly basis) and one counsel 195 in each relevant local jurisdiction approved by, or otherwise retained with the consent of, the Borrower, (ii) to pay or reimburse each Lender and the Collateral Agent, the Administrative Agent and each Lender for all its their reasonable and documented and invoiced out-of-pocket costs and reasonable expenses incurred in connection with the enforcement or preservation of any rights under this Agreement with respect to such BorrowerAgreement, the other Loan Credit Documents and any such other documents, including, without limitation, including the reasonable fees fees, disbursements and disbursements other charges of counsel to each Lender and of one firm or counsel to the Administrative AgentAgent and the Collateral Agent and, to the extent required, one firm or local counsel in each relevant local jurisdiction or otherwise retained with the Borrower’s consent (such consent not to be unreasonably withheld, conditioned or delayed (which may include a single special counsel acting in multiple jurisdictions), and (iii) to pay, indemnify and hold harmless each Lender and Lender, the Administrative Agent from any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this AgreementAgent, the other Loan Documents and any such other documents with respect to such BorrowerCollateral Agent, and (iv) to indemnify and hold harmless each Lender and Joint Lead Arranger, the Administrative Agent (Joint Bookrunners, the Syndication Agents, each Letter of Credit Issuer and their respective affiliates, directors, officers, agents and employees Related Parties (the “Related Parties” and collectively with the Administrative Agent and the Lenders, without duplication) (the “Indemnified Parties”)) from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, reasonable costs, reasonable out-of-pocket expenses or disbursements of any kind or nature whatsoever arising from (including, but not limited to, any action, claim, litigation, investigation, inquiry or other proceeding), including, taken as a whole, reasonable and documented or invoiced out-of-pocket fees, reasonable expenses, disbursements and other charges of one firm of counsel for all Indemnified Parties, taken as a whole (and, in the case of an actual or perceived conflict of interest where the Indemnified Party affected by such conflict notifies the Borrower of any existence of such conflict and in connection with the investigating or defending any of the foregoing (including the reasonable fees) has retained its own counsel, of another firm of counsel for such affected Indemnified Party), and to the extent required, one firm or local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) of any such Indemnified Party arising out of or relating to any action, claim, litigation, investigation or other proceeding (including any inquiry or investigation of the foregoing) (regardless of whether such Indemnified Party is a party thereto or whether or not such action, claim, litigation or proceeding was brought by the Borrower, its equity holders, affiliates or creditors or any other third person), arising out of, or with respect to the Transactions or to the execution, delivery, enforcement, performance and administration of this Agreement, the actual or proposed use of proceeds, the other Loan Credit Documents and any such other documentsdocuments or the use of the proceeds of the Loans or Letters of Credit, including any of the failure foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law or any actual or alleged presence of such Borrower or Release of Hazardous Materials applicable to comply with rulesthe Borrower, regulations and laws regarding any of its Subsidiaries or any of the business of mutual funds, such Borrower’s false or incorrect representations or warranties or other information provided in connection with this Agreement, or failure of such Borrower to comply with covenants contained herein or in any Note in a timely manner Real Property (all the foregoing in this clause (iviii), collectively, the “indemnified liabilities”), provided, ; provided that such the Borrower shall have no obligation hereunder to any Indemnified Party with respect to indemnified liabilities to the extent arising from (Ai) with respect to any Indemnified Party, the gross negligence negligence, bad faith or willful misconduct of such Indemnified Party or any of its Related PartiesParties as determined in a final and nonappealable judgment as determined by a court of competent jurisdiction, or (ii) a material breach of the obligations of such Indemnified Party or any of its Related Parties under the terms of this Agreement by such Indemnified Party or any of its Related Parties as determined in a final and non-appealable judgment as determined by a court of competent jurisdiction, (iii) in addition to clause (ii) above, in the case of any action, claim, litigation, investigation, inquiry or other proceeding initiated by the Borrower against the relevant Indemnified Party’s failure to comply with any material law , solely from a breach of the obligations of such Indemnified Party or regulation governing its Related Parties under the transactions contemplated herebyterms of this Agreement as determined in a final and non-appealable judgment by a court of competent jurisdiction, or (Biv) disputes arising any proceeding between or and among the 196 Indemnified Parties with that does not involve an act or omission by the direct parent of the Borrower, the Borrower or its Restricted Subsidiaries; provided that the Administrative Agent, the Collateral Agent, the Letter of Credit Issuers, the Swingline Lender, the Joint Lead Arrangers, the Joint Bookrunners and the Syndication Agents to the extent acting in their capacity as such, shall remain indemnified in respect of such proceeding, to the extent that none of the exceptions set forth in clause (i), (ii), (iii) or (iv) of the immediately preceding proviso applies to such person at such time. All amounts payable under this AgreementSection 13.5(a) shall be paid within 10 Business Days after receipt by the Borrower of an invoice relating thereto setting forth such expense in reasonable detail. The agreements in this Section 13.5 shall survive termination of the Commitments and repayment of the Revolving Credit Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes; Indemnification. Each Borrower agrees (a) Each Borrower agrees separately to pay or reimburse Administrative Agent and Co-Lead Arrangers for all their reasonable out-of-pocket costs and expenses incurred in connection with due diligence in respect of the transactions contemplated by this Agreement, the development, preparation and execution of, and any amendment, supplement, or modification to, this Agreement and the other Credit Documents, including in connection with an initial syndication, and any other documents prepared in connection herewith or therewith, and the consummation, monitoring, oversight and administration of the transactions contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of counsel retained by, or for the benefit of, Administrative Agent, (subject to Section 9.5(b)) (ib) to pay or reimburse the each Lender and Administrative Agent for its all their reasonable out-of-pocket costs and expenses incurred in connection with the developmentexercise, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent, (ii) to reimburse each Lender and the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement with respect to such BorrowerAgreement, the other Loan Credit Documents and any such other documents, includingor in connection with the Loans made hereunder, without limitationincluding all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans, and including the reasonable fees fees, disbursements and disbursements other charges of counsel to each Lender and of counsel to retained by or for the benefit of Administrative Agent, (iiic) to indemnify pay, indemnify, and hold harmless each Lender and the Administrative Agent from any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxesOther Taxes, if any, which that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Credit Documents and any such other documents with respect to such Borrower, and (ivd) to pay, indemnify and hold harmless each Lender and the Lender, Administrative Agent (Agent, each Co-Arranger and their respective affiliates, directors, officers, agents and employees (the “Related Parties” and collectively with the Administrative Agent and the Lenders, the “Indemnified Parties”)) Parties from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, reasonable costs, and reasonable out-of-pocket costs, expenses or disbursements of any kind or nature whatsoever arising from or in connection whatsoever, including reasonable fees, disbursements and other charges of counsel, with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the actual or proposed use of proceeds, the other Loan Credit Documents and any such other documents, including any of the failure foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law or any actual or alleged presence of such Borrower Hazardous Materials applicable to comply with rulesthe operations of each Credit Party, regulations and laws regarding the business any of mutual funds, such Borrower’s false their respective Subsidiaries or incorrect representations or warranties or other information provided in connection with this Agreement, or failure any of such Borrower to comply with covenants contained herein or in any Note in a timely manner their Real Property (all the foregoing in this clause (ive), collectively, the “indemnified liabilitiesIndemnified Liabilities”), provided, ; provided that such Borrower the Credit Parties shall not have no any obligation hereunder to Administrative Agent, any Indemnified Party Co-Lead Arranger or any Lender nor any of their Related Parties with respect to indemnified liabilities Indemnified Liabilities (i) to the extent arising that any such claimed Indemnified Liability is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from (Ax) such Person’s bad faith, gross negligence or willful misconduct or (y) a material breach of such Person’s obligations hereunder or under any other Credit Document or (ii) with respect to any Indemnified Partydispute solely among or between Administrative Agent, the gross negligence any Co-Lead Arranger, any Lender, or willful misconduct any of such Indemnified their Related Parties that does not arise out of any act or omission of any Credit Party or any its Related Parties, or such Indemnified Party’s failure to comply with any material law or regulation governing the transactions contemplated hereby, or (B) disputes arising between or among the Indemnified Parties with respect to this AgreementSubsidiaries. The agreements in this Section 12.05 shall survive termination of the Commitments and repayment of the Revolving Credit Loans and all other amounts payable hereunder.hereunder and termination of this Agreement. The indemnification provisions of this Section 12.05 shall not apply with respect to Taxes other than Taxes that represent losses, claims and damages arising from a non-Tax loss, claim or damage and Other Taxes. To the fullest extent permitted by Applicable Law, neither Administrative Agent, any Lender or any Credit Party shall assert, and Administrative Agent, each Lender and each Credit Party hereby waives, any claim against any such other party and their respective Related Parties, 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, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, the Loans or the use of the proceeds thereof. No Lender, Administrative Agent or Co-Lead Arranger, nor any of their respective Related Parties, 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 Credit Documents or the transactions contemplated hereby or thereby. 104

Payment of Expenses and Taxes; Indemnification. The Borrower agrees (a) Each Borrower agrees separately (subject to Section 9.5(b)) (i) to pay or reimburse the Administrative Agent and WCM for its all reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation preparation, negotiation, printing and execution of, and any amendment, supplement or modification to, this Credit Agreement and the other Loan Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, together with the reasonable fees and disbursements of counsel to the Administrative Agent, (iib) to pay or reimburse each Lender and the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement with respect to such BorrowerCredit Agreement, the other Loan Documents Notes and any such other documentsCredit Document, including, without limitation, the reasonable fees and disbursements of counsel to each Lender and of counsel to the Administrative Agent, (iii) to indemnify and hold harmless each Lender and the Administrative Agent from and to the Lenders (including reasonable allocated costs of in-house legal counsel of Administrative Agent), (c) on demand, to pay, indemnify, and hold each Lender, the Administrative Agent and WCM harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, paying stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Credit Documents and any such other documents with respect to such Borrowerdocuments, and (ivd) to defend, indemnify and hold harmless each Lender and the Administrative Agent (and their respective affiliates, directors, officers, agents and employees (the “Related Parties” and collectively with the Administrative Agent and the Lenders, the “Indemnified Parties”)) and their respective Affiliates and their respective employees, agents, officers and directors, from and against any and all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature known or unknown, contingent or otherwise, arising out of, or in any way relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Credit Parties, any Investment Loan Subsidiary or the Properties, or any orders, requirements or demands of Governmental Authorities related thereto, including, without limitation, reasonable attorney’s and consultant’s fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor, and (e) to pay, indemnify, and hold each Lender, the Administrative Agent and WCM and their Affiliates, employees, officers and directors harmless from and against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, reasonable costs, reasonable out-of-pocket expenses or disbursements of any kind or nature whatsoever with respect to the use, or proposed use, of proceeds of the Loans or Letters of Credit, (f) to pay, indemnify, and hold each Lender, the Administrative Agent and WCM and their Affiliates, employees, officers and directors harmless from and against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever to the extent arising from or in connection third party claims with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the actual or proposed use of proceeds, the other Loan Credit Documents and any such other documents; and (g) to pay, indemnify, and hold each Lender, the failure Administrative Agent and WCM and their Affiliates, employees, officers and directors harmless from and against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of such Borrower any kind or nature whatsoever to comply with rules, regulations and laws regarding the business of mutual funds, such Borrower’s false extent arising from or incorrect representations or warranties or other information provided in connection with this Agreement, or failure of such Borrower related to comply with covenants contained herein or in any Note in a timely manner Investment Loan Subsidiary (all of the foregoing in this clause (iv)foregoing, collectively, the “indemnified liabilities”), ; provided, however, that such the Borrower shall not have no any obligation hereunder to the Administrative Agent, WCM or any Indemnified Party Lender with respect to indemnified liabilities to the extent arising from (A) with respect to any Indemnified Party, the gross negligence or willful misconduct of such Indemnified Party or its Related Partiesthe Administrative Agent, WCM or such Indemnified Party’s failure to comply with any material law or regulation governing the transactions contemplated herebyLender, or (B) disputes arising between or among the Indemnified Parties with respect to this Agreementas determined by a court of competent jurisdiction. The agreements in this Section 9.5 shall survive termination of the Commitments and repayment of the Revolving Credit Loans Loans, Notes, LOC Obligations and all other amounts payable hereunder.

Payment of Expenses and Taxes; Indemnification. (aa)(i) Each Borrower agrees separately (subject to Section 9.5(b)) (i) to Pay or reimburse the Administrative Agent each Holder and each beneficial holder for its all reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation preparation, negotiation, printing and execution of, and any amendment, supplement or modification to, this Agreement Indenture and the other Loan Indenture Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and therebythereby (including the Transactions), including, without limitation, together with the reasonable fees and disbursements of counsel to the Administrative AgentHolders, (ii) to pay or reimburse each Lender and the Administrative Agent Holder for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement with respect to such BorrowerIndenture, the other Loan Documents Securities and any such other documents, including, including without limitation, limitation the reasonable fees and disbursements of counsel to each Lender and the Holders (including allocated costs of counsel to the Administrative Agentin house legal counsel), (iii) to indemnify on demand, pay, indemnify, and hold each Holder and each beneficial holder harmless each Lender and the Administrative Agent from from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, paying stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation consummation, administration or administration enforcement of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Indenture Documents and any such other documents with respect to such Borrowerdocuments, and (iv) subject to indemnify the foregoing, pay, indemnify, and hold harmless each Lender Holder and the Administrative Agent (each beneficial holder and each of their respective affiliatesAffiliates, directorsemployees, officersagents, agents officers and employees directors (the “Related Parties” and collectively with the Administrative Agent and the Lenders, the each an “Indemnified PartiesPerson”)) harmless from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, reasonable costs, reasonable out-of-pocket expenses or disbursements of any kind or nature whatsoever arising from or in connection with respect to the execution, delivery, enforcement, performance and or administration of this Agreement, the actual Indenture Documents or proposed use of proceeds, the other Loan Documents and any such other documents, documents and the failure of such Borrower to comply with rules, regulations and laws regarding the business of mutual funds, such Borrower’s false or incorrect representations or warranties or other information provided in connection with this Agreementuse, or failure proposed use, of such Borrower to comply with covenants contained herein proceeds of the Securities or otherwise relating in any Note in a timely manner way to any of the foregoing and the negotiation and consummation of the Transactions and the Debt Restructuring (all of the foregoing in this foregoing, collectively, “Indemnified Liabilities”); provided that with respect to clause (iv), collectively, the “indemnified liabilities”), provided, that such Borrower Company shall not have no any obligation hereunder to any Indemnified Party Person with respect to indemnified liabilities to the extent Indemnified Liabilities arising from (A) with respect to any Indemnified Party, the gross negligence or willful misconduct of such Indemnified Party Person, as determined in a final, non-appealable judgment by a court of competent jurisdiction; provided further that, with respect to each of clauses (i), (ii) and (iv), the Company shall not be responsible for fees and disbursements of more than one firm of counsel and one financial advisor to the Holders and beneficial holders (or its Related Parties, or such Indemnified Party’s failure to comply with any material law or regulation governing the transactions contemplated hereby, or (B) disputes arising one firm of counsel and one financial advisor for each series of Securities if there shall be a bona fide conflict of interest between or among the Indemnified Parties with respect Holders or beneficial holders of different series of Securities), in addition to this Agreement. The agreements in this Section shall survive termination of the Commitments and repayment of the Revolving Credit Loans and all other amounts payable hereunderany local or special counsel.

Payment of Expenses and Taxes; Indemnification. The Borrower agrees (a) Each Borrower agrees separately (subject to Section 9.5(b)) (i) to pay or reimburse the Administrative Agent and the Collateral Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement Agreement, the Notes and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent and the Collateral Agent, (iib) to pay or reimburse the Administrative Agent, the Collateral Agent and each Lender and the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement with respect to such BorrowerAgreement, the Notes, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to each Lender and (including allocated costs of counsel internal counsel) to the Administrative Agent, the Collateral Agent and each Lender, (iiic) to pay, and indemnify and hold harmless the Administrative Agent, the Collateral Agent and each Lender from, any and the Administrative Agent from all present or future stamp, documentary or excise taxes or similar charges, any and all recording and filing fees fees, and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if anythereto, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or payment under, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the Notes, the other Loan Documents and any such other documents with respect to such Borrowerdocuments, and (ivd) to pay, and indemnify and hold harmless the Administrative Agent, the Collateral Agent and each Lender and the Administrative Agent (and including each of their respective affiliatesparents, subsidiaries, officers, directors, officersemployees, agents and employees (the “Related Parties” and collectively with the Administrative Agent and the Lenders, the “Indemnified Parties”)affiliates) from and against against, any and all other claims, demands, liabilities, obligations, losses, damages, penalties, actions, judgments, suitssuits (regardless of whether such Person is a party thereto), reasonable costs, reasonable out-of-pocket settlements, expenses or disbursements of any whatever kind or nature whatsoever arising from or from, in connection with or with respect to (i) the execution, delivery, enforcement, performance and administration of this Agreement, the actual or proposed use of proceedsNotes, the other Loan Documents and Documents, or any such other documents, (ii) the failure proposed or actual use of such Borrower to comply with rulesthe proceeds of the Loans or (iii) the Acquisition, regulations and laws regarding the business of mutual funds, such Borrower’s false any other Transaction or incorrect representations any transaction or warranties document related thereto or other information provided in connection with this Agreement, or failure of such Borrower to comply with covenants contained herein or in any Note in a timely manner therewith (all the foregoing in this clause (ivd), collectively, the “indemnified liabilities”), provided, ; provided that such the Borrower shall not have no any obligation hereunder to any Indemnified Party Lender with respect to indemnified liabilities to the extent arising from (A) with respect to any Indemnified Party, the gross negligence or willful misconduct of such Indemnified Party or its Related Partiesthe Administrative Agent, the Collateral Agent or such Indemnified Party’s failure to comply with any material law or regulation governing the transactions contemplated hereby, or (B) disputes arising between or among the Indemnified Parties with respect to this AgreementLender. The agreements in this Section 9.5 shall survive termination of the Commitments and repayment of the Revolving Credit Loans and all other amounts payable Obligations hereunder.

Payment of Expenses and Taxes; Indemnification. (a) Each The Borrower agrees separately (subject to Section 9.5(b)) (i) to pay or reimburse each of the Administrative Agents, each Joint Lead Arranger, each Joint Bookrunner and the Syndication Agent for its all their reasonable and documented and invoiced out-of-pocket costs and reasonable expenses (without duplication) associated with the syndication of the Credit Facilities and incurred in connection with the development, preparation preparation, execution and execution delivery of, and any amendment, supplement or and/or modification to, to this Agreement and the other Loan Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, including the reasonable fees fees, disbursements and disbursements other charges of Shearman & Sterling LLP as counsel to the Administrative AgentAgents with statements with respect to the foregoing to be submitted to the Borrower prior to the Effective Date (in the case of amounts to be paid on the Effective Date and from time to time thereafter on a quarterly basis) and one counsel in each relevant local jurisdiction approved by, or otherwise retained with the consent of, the Borrower, (ii) to pay or reimburse each Lender and the Collateral Agent, the Administrative Agent and each Lender for all its their reasonable and documented and invoiced out-of-pocket costs and reasonable expenses incurred in connection with the enforcement or preservation of any rights under this Agreement with respect to such BorrowerAgreement, the other Loan Credit Documents and any such other documents, including, without limitation, including the reasonable fees fees, disbursements and disbursements other charges of counsel to each Lender and of one firm or counsel to the Administrative AgentAgent and the Collateral Agent and, to the extent required, one firm or local counsel in each relevant local jurisdiction or otherwise retained with the Borrower’s consent (such consent not to be unreasonably withheld, conditioned or delayed (which may include a single special counsel acting in multiple jurisdictions), and (iii) to pay, indemnify and hold harmless each Lender and Lender, the Administrative Agent from any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this AgreementAgent, the other Loan Documents and any such other documents with respect to such BorrowerCollateral Agent, and (iv) to indemnify and hold harmless each Lender and Joint Lead Arranger, the Administrative Agent (Joint Bookrunners, the Syndication Agent, each Letter of Credit Issuer and their respective affiliates, directors, officers, agents and employees Related Parties (the “Related Parties” and collectively with the Administrative Agent and the Lenders, without duplication) (the “Indemnified Parties”)) from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, reasonable costs, reasonable out-of-pocket expenses or disbursements of any kind or nature whatsoever arising from (including, but not limited to, any action, claim, litigation, investigation, inquiry or other proceeding), including, taken as a whole, reasonable and documented or invoiced out-of-pocket fees, reasonable expenses, disbursements and other charges of one firm of counsel for all Indemnified Parties, taken as a whole (and, in the case of an actual or perceived conflict of interest where the Indemnified Party affected by such conflict notifies the Borrower of any existence of such conflict and in connection with the investigating or defending any of the foregoing (including the reasonable fees) has retained its own counsel, of another firm of counsel for such affected Indemnified Party), and to the extent required, one firm or local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) of any such Indemnified Party arising out of or relating to any action, claim, litigation, investigation or other proceeding (including any inquiry or investigation of the 195 LPL – A&R Credit Agreement foregoing) (regardless of whether such Indemnified Party is a party thereto or whether or not such action, claim, litigation or proceeding was brought by the Borrower, its equity holders, affiliates or creditors or any other third person), arising out of, or with respect to the Transactions or to the execution, delivery, enforcement, performance and administration of this Agreement, the actual or proposed use of proceeds, the other Loan Credit Documents and any such other documentsdocuments or the use of the proceeds of the Loans or Letters of Credit, including any of the failure foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law or any actual or alleged presence of such Borrower or Release of Hazardous Materials applicable to comply with rulesthe Borrower, regulations and laws regarding any of its Subsidiaries or any of the business of mutual funds, such Borrower’s false or incorrect representations or warranties or other information provided in connection with this Agreement, or failure of such Borrower to comply with covenants contained herein or in any Note in a timely manner Real Property (all the foregoing in this clause (iviii), collectively, the “indemnified liabilities”), provided, ; provided that such the Borrower shall have no obligation hereunder to any Indemnified Party with respect to indemnified liabilities to the extent arising from (Ai) with respect to any Indemnified Party, the gross negligence negligence, bad faith or willful misconduct of such Indemnified Party or any of its Related PartiesParties as determined in a final and nonappealable judgment as determined by a court of competent jurisdiction, or (ii) a material breach of the obligations of such Indemnified Party or any of its Related Parties under the terms of this Agreement by such Indemnified Party or any of its Related Parties as determined in a final and non-appealable judgment as determined by a court of competent jurisdiction, (iii) in addition to clause (ii) above, in the case of any action, claim, litigation, investigation, inquiry or other proceeding initiated by the Borrower against the relevant Indemnified Party’s failure to comply with any material law , solely from a breach of the obligations of such Indemnified Party or regulation governing its Related Parties under the transactions contemplated herebyterms of this Agreement as determined in a final and non-appealable judgment by a court of competent jurisdiction, or (Biv) disputes arising any proceeding between or and among the Indemnified Parties with that does not involve an act or omission by the direct parent of the Borrower, the Borrower or its Restricted Subsidiaries; provided that the Administrative Agent, the Collateral Agent, the Letter of Credit Issuers, the Swingline Lenders, the Joint Lead Arrangers, the Joint Bookrunners and the Syndication Agent to the extent acting in their capacity as such, shall remain indemnified in respect of such proceeding, to the extent that none of the exceptions set forth in clause (i), (ii), (iii) or (iv) of the immediately preceding proviso applies to such person at such time. All amounts payable under this AgreementSection 13.5(a) shall be paid within 10 Business Days after receipt by the Borrower of an invoice relating thereto setting forth such expense in reasonable detail. The agreements in this Section 13.5 shall survive termination of the Commitments and repayment of the Revolving Credit Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes; Indemnification. Each Borrower agrees (a) Each Borrower agrees separately (subject to Section 9.5(b)) (i) to pay or reimburse the Administrative Agent for its such Borrower’s Applicable Percentage of all the Administrative Agent’s reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent, (iib) to pay or reimburse each Lender and the Administrative Agent for such Borrower’s Applicable Percentage of all its such Lender’s and the Administrative Agent’s costs and expenses reasonably incurred in connection with the enforcement or preservation of any rights under this Agreement with respect to such BorrowerAgreement, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to each Lender and of counsel to the Administrative Agent and any advisor (of the type contemplated by any Loan Document to be engaged by the Administrative Agent) retained by the Administrative Agent, (iiic) to indemnify pay, indemnify, and hold harmless each Lender and the Administrative Agent from harmless from, such Borrower’s Applicable Percentage of any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents with respect to such Borrowerdocuments, and (ivd) to indemnify and hold harmless each Lender and the Administrative Agent (Agent, the Joint Lead Arrangers, each Issuing Bank and each Lender, their respective affiliates, and their and their affiliates’ respective officers, directors, officerstrustees, advisors, employees, agents and employees controlling persons, (the each, an “Related Parties” and collectively with the Administrative Agent and the Lenders, the “Indemnified Partiesindemnified person”)) harmless from and against such Borrower’s Applicable Percentage of any and all other liabilities, obligations, losses, damages, judgments, claims, penalties, actions, judgments, suits, reasonable costs, reasonable out-of-pocket expenses or disbursements of any kind or nature whatsoever arising from out of (i) claims, actions, suits or in connection proceedings with respect to the execution, delivery, enforcement, performance and administration of this Agreement, Agreement or the use of the proceeds of the Extensions of Credit or (ii) any actual or proposed use alleged presence or release of proceeds, Materials of Environmental Concern on or from any property currently or formerly owned or operated by the other Loan Documents and Company or any such other documents, the failure of such Borrower to comply with rules, regulations and laws regarding the business of mutual funds, such Borrower’s false or incorrect representations or warranties or other information provided in connection with this Agreementits Subsidiaries, or failure any violation of such Borrower to comply with covenants contained herein or liability under Environmental Laws related in any Note in a timely manner way to the Company or any of its Subsidiaries (all the foregoing in this clause (iv)foregoing, collectively, the “indemnified liabilities”), provided, ; provided that such Borrower the Borrowers shall have no obligation hereunder to any Indemnified Party indemnified person with respect to indemnified liabilities to the extent arising from (A) with respect to any Indemnified Party, the gross negligence or willful misconduct of such Indemnified Party indemnified person or its Related Partiesany affiliate, officer, director, trustee, advisor, employee, agent or such Indemnified Party’s failure to comply with any material law or regulation governing the transactions contemplated herebycontrolling person thereof, or (B) disputes any claim brought by a Borrower against an indemnified person for such indemnified person’s bad faith breach of its obligations under any Loan Document or (C) legal proceedings commenced against such indemnified person by any security holder or creditor thereof arising between out of and based upon rights afforded any such security holder or among the Indemnified Parties with respect to this Agreementcreditor solely in its capacity as such. The agreements in this Section subsection shall survive termination of the Commitments and repayment of the Revolving Credit Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes; Indemnification. The Borrower agrees, (a) Each Borrower agrees separately (subject to Section 9.5(b)) (i) to pay or reimburse the Administrative Agent Agents and Arranger for its all their reasonable out-of-pocket costs and expenses incurred in connection with due diligence in respect of the transactions contemplated by this Agreement, the development, preparation and execution of, and any amendment, supplement supplement, or modification to, this Agreement and the other Loan Documents Credit Documents, including in connection with an initial syndication, and any other documents prepared in connection herewith or therewith, and the consummation consummation, monitoring, oversight and administration of the transactions contemplated hereby and thereby, includingincluding the reasonable fees, without limitationdisbursements and other charges of counsel retained by, or for the benefit of, the reasonable fees and disbursements of counsel to the Administrative AgentAgents, (iib) to pay or reimburse each Lender and the Administrative Agent Agents for all its their reasonable out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement with respect to such BorrowerAgreement, the other Loan Credit Documents and any such other documents, includingor in connection with the Loans made hereunder, without limitationincluding all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans, and including the reasonable fees fees, disbursements and disbursements other charges of counsel to each Lender and of counsel to retained by or for the Administrative Agentbenefit of the Agents, (iiic) to indemnify pay, indemnify, and hold harmless each Lender and the Administrative Agent Agents from any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxesOther Taxes, if any, which that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Credit Documents and any such other documents with respect documents, (d) to such Borrowerpay or reimburse the Collateral Agent for all reasonable fees, costs and expenses incurred in exercising its rights under Section 8.16 and (ive) to pay, indemnify and hold harmless each Lender Lender, Arranger and the Administrative Agent (Agents and their respective affiliates, directors, officers, agents and employees (the “Related Parties” and collectively with the Administrative Agent and the Lenders, the “Indemnified Parties”)) Parties from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, reasonable costs, and reasonable out-of-pocket costs, expenses or disbursements of any kind or nature whatsoever arising from or in connection whatsoever, including reasonable fees, disbursements and other charges of counsel, with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the actual or proposed use of proceeds, the other Loan Credit Documents and any such other documents, including any of the failure foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law or any actual or alleged presence of such Borrower Hazardous Materials applicable to comply with rulesthe operations of each Credit Party, regulations and laws regarding the business any of mutual funds, such Borrower’s false their respective Subsidiaries or incorrect representations or warranties or other information provided in connection with this Agreement, or failure any of such Borrower to comply with covenants contained herein or in any Note in a timely manner their Real Property (all the foregoing in this clause (ive), collectively, the “indemnified liabilitiesIndemnified Liabilities”), provided, ; provided that such Borrower the Credit Parties shall not have no any obligation hereunder to the Agents, Arranger or any Indemnified Party Lender nor any of their Related Parties with respect to indemnified liabilities Indemnified Liabilities (i) to the extent arising that any such claimed Indemnified Liability is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from (Ax) any of the Agent’s, Arranger’s, any Lender’s, or any of their Related Parties’ bad faith, gross negligence or willful misconduct or (y) a material breach of such he Agent’s, Arranger’s, any Lender’s, or any of their Related Parties’ obligations hereunder or under any other Credit Document or (ii) with respect to any Indemnified Partydispute solely among or between the Agents, the gross negligence Arranger, any Lender, or willful misconduct any of such Indemnified their Related Parties that does not arise out of any act or omission of any Credit Party or any its Related Parties, or such Indemnified Party’s failure to comply with any material law or regulation governing the transactions contemplated hereby, or (B) disputes arising between or among the Indemnified Parties with respect to this AgreementSubsidiaries. The agreements in this Section 12.05 shall survive termination of the Commitments and repayment of the Revolving Credit Loans and all other amounts payable hereunder.hereunder and termination of this Agreement. The indemnification provisions of this Section 12.05 shall not apply with respect to Taxes other than Taxes that represent losses, claims and damages arising from a non-Tax loss, claim or damage and Other Taxes. To the fullest extent permitted by Applicable Law, neither any Agent, Lender or Credit Party shall assert, and each Agent, Lender and Credit Party hereby waives, any claim against any such other party and their respective Related Parties, 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, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, the Loans or the use of the proceeds thereof. No Lender, Arranger, Agent nor any of their respective Related Parties 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 Credit Documents or the transactions contemplated hereby or thereby. 108

Payment of Expenses and Taxes; Indemnification. (a) Each Borrower Fund, on ---------------------------------------------- its own behalf or if applicable on behalf of the investment portfolios thereof which are Xxxxxxxxx, agrees separately severally (subject to Section 9.5(b)) below) (i) to reimburse the Administrative Agent for its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent, (ii) to reimburse each Lender and the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement with respect to such Borrower, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to each Lender and of counsel to the Administrative Agent, (iii) to indemnify and hold harmless each Lender and the Administrative Agent harmless from any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents with respect to such Borrower, and (iv) to indemnify and hold harmless each Lender and the Administrative Agent (and their respective affiliates, directors, officers, agents and employees (the “Related Parties” and collectively with the Administrative Agent and the Lenders, the “"Indemnified Parties”")) harmless from and against any and all other ------------------- liabilities, obligations, losses, damages, penalties, actions, judgments, suits, reasonable costs, reasonable out-of-pocket expenses or disbursements of any kind or nature whatsoever arising from or in connection with the execution, delivery, enforcement, performance and administration of this Agreement, the actual or proposed use of proceeds, the other Loan Documents and any such other documents, the failure of such Borrower to comply with rules, regulations and laws regarding the business of mutual funds, such Borrower’s false or incorrect representations or warranties or other information provided in connection with this Agreement, or failure of such Borrower to comply with covenants contained herein or in any Note in a timely manner documents (all the foregoing in this clause (iv), collectively, the “"indemnified ----------- liabilities”"), provided, that such Borrower Fund, on its own behalf or if applicable on ----------- -------- behalf of the investment portfolios thereof which are Borrowers shall have no obligation hereunder to any Indemnified Party with respect to indemnified liabilities to the extent arising from (A) with respect to any Indemnified Party, the gross negligence or willful misconduct of such Indemnified Party or its Related PartiesParty, or such Indemnified Party’s failure to comply with any material law or regulation governing the transactions contemplated hereby, or (B) disputes arising between or among the Indemnified Parties Lenders or (C) with respect to this Agreementany such Indemnified Party, the failure of such Indemnified Party (and its Affiliates) to comply with any Requirement of Law. The agreements in this Section shall survive termination of the Commitments and repayment of the Revolving Credit Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes; Indemnification. (a) Each Borrower agrees separately The Borrowers agree to pay within thirty (subject to Section 9.5(b)30) (i) to reimburse the Administrative Agent for its reasonable out-of-pocket days after receipt of an invoice therefor, all costs and expenses incurred in connection with the developmentpreparation, preparation negotiation, execution, delivery, registration and execution ofadministration of this Agreement, the Note and the other Credit Documents and any amendment, supplement or modification toto or extension or restatement of, this Agreement and the other Loan Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, including the reasonable fees and disbursements out-of-pocket expenses of counsel to the Administrative Agent, (ii) to reimburse each Lender and of technical advisors and consultants for the Administrative Agent for with respect thereto and with respect to advising the Administrative Agent as to its rights and responsibilities under this Agreement; provided, however, that so long as no Event of Default shall have occurred and be continuing, the Borrowers’ prior written consent (not to be unreasonably withheld) shall be obtained before the Administrative Agent retains a technical advisor or other technical consultant. The Borrowers further agree to pay on demand all its losses, costs and expenses incurred expenses, if any (including reasonable counsel fees and expenses), in connection with the enforcement or preservation of any rights under of the Lender under, or the enforcement of, or legal advice in respect of the rights or responsibilities of the Lender under, this Agreement with respect to such BorrowerAgreement, the Note and the other Credit Documents, including losses, costs and expenses sustained by the Lender as a result of any failure by any Borrower to perform or observe its obligations contained herein or in the Note held by the Lender or in connection with any refinancing or restructuring of the Loan Documents in the nature of a “workout.” The Borrowers further agree to pay on demand, and any such other documentsto indemnify, including, without limitation, the reasonable fees and disbursements of counsel to hold each Lender and of counsel to the Administrative Agenteach Agent harmless from, (iii) to indemnify and hold harmless each Lender and the Administrative Agent from any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents with respect to such Borrower, and (iv) to indemnify and hold harmless each Lender and the Administrative Agent (and their respective affiliates, directors, officers, agents and employees (the “Related Parties” and collectively with the Administrative Agent and the Lenders, the “Indemnified Parties”)) from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, reasonable costs, reasonable out-of-pocket expenses or disbursements of any kind or nature whatsoever arising from or in connection with the execution, delivery, enforcement, performance and administration of this Agreement, the actual or proposed use of proceeds, the other Loan Credit Documents and any such other documents, the failure of such Borrower to comply with rules, regulations and laws regarding the business of mutual funds, such Borrower’s false or incorrect representations or warranties or other information provided in connection with this Agreement, or failure of such Borrower to comply with covenants contained herein or in any Note in a timely manner (all the foregoing in this clause (iv), collectively, the “indemnified liabilities”), provided, that such Borrower shall have no obligation hereunder to any Indemnified Party with respect to indemnified liabilities to the extent arising from (A) with respect to any Indemnified Party, the gross negligence or willful misconduct of such Indemnified Party or its Related Parties, or such Indemnified Party’s failure to comply with any material law or regulation governing the transactions contemplated hereby, or (B) disputes arising between or among the Indemnified Parties with respect to this Agreement. The agreements in this Section shall survive termination of the Commitments and repayment of the Revolving Credit Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes; Indemnification. The Borrower agrees, (a) Each Borrower agrees separately (subject to Section 9.5(b)) (i) to pay or reimburse the Administrative Agent Agents and the Lenders for its reasonable out-of-pocket all of their costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, including the reasonable fees fees, disbursements and disbursements other charges of counsel to the Administrative AgentAgents and the Lenders, (iib) to pay or reimburse each Lender and the Administrative Agent Agents for all its their costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement with respect to such BorrowerAgreement, the other Loan Credit Documents and any such other documents, including, without limitation, including the reasonable fees fees, disbursements and disbursements other charges of counsel to each Lender and of counsel to the Administrative AgentAgents, (iiic) to indemnify pay, indemnify, and hold harmless each Lender and the Administrative Agent Agents from any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxesOther Taxes, if any, which that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Credit Documents and any such other documents with respect documents, (d) to such Borrower, pay or reimburse Collateral Agent for all reasonable fees and expenses incurred in exercising its rights under Section 9.16 and (ive) to pay, indemnify and hold harmless each Lender (solely in their capacity as Lenders under this Agreement and the Administrative Agent other Credit Documents) and the Agents (solely in their capacity as Agents under this Agreement and the other Credit Documents) and their respective affiliates, directors, officers, agents and employees (the “Related Parties” and collectively with the Administrative Agent and the Lenders, the “Indemnified Parties”)) Parties from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, reasonable and costs, reasonable out-of-pocket expenses or disbursements of any kind or nature whatsoever arising from or in connection whatsoever, including reasonable fees, disbursements and other charges of counsel, with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the actual or proposed use of proceeds, the other Loan Credit Documents and any such other documents, including any of the failure foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law or any actual or alleged presence of such Borrower Hazardous Materials applicable to comply with rulesthe operations of the Borrower, regulations and laws regarding the business any of mutual funds, such Borrower’s false its Subsidiaries or incorrect representations or warranties or other information provided in connection with this Agreement, or failure any of such Borrower to comply with covenants contained herein or in any Note in a timely manner their Real Property (all the foregoing in this clause (ivf), collectively, the “indemnified liabilities”), ; provided, that such the Borrower shall have no obligation hereunder to the Agents or any Indemnified Party Lender nor any of their Related Parties with respect to indemnified liabilities to the extent arising from (Ai) with respect to any Indemnified Party, the gross negligence or willful misconduct of such Indemnified Party the party to be indemnified or its one of their Related Parties, or such Indemnified Party’s failure to comply with any material law or regulation governing the transactions contemplated hereby, Parties or (Bii) disputes arising between or among the Indemnified Parties with respect to this AgreementAgents, the Lenders and/or their transferees. The agreements in this Section 14.05 shall survive termination of the Commitments and repayment of the Revolving Credit Loans and all other amounts payable hereunderhereunder and termination of this Agreement. To the fullest extent permitted by Applicable Law, the Borrower shall not assert, and the Borrower hereby waives, any claim against any Lender, any Agent and their respective Related Parties, 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, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof. No Lender, no Agent nor any of their respective Related Parties 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 Credit Documents or the transactions contemplated hereby or thereby.

Payment of Expenses and Taxes; Indemnification. (a) Each Borrower agrees separately severally, and not jointly or jointly and severally, (subject to Section 9.5(b)) (i) to reimburse reimburse, according to its Pro Rata Allocation, the Administrative Agent for its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent, (ii) to reimburse each Lender and the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement with respect to such Borrower, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to each Lender and of counsel to the Administrative Agent, (iii) to indemnify and hold harmless each Lender and the Administrative Agent from any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents with respect to such Borrower, and (iv) to indemnify and hold harmless each Lender and the Administrative Agent (and their respective affiliates, directors, officers, agents and employees (the “Related Parties” and collectively with the Administrative Agent and the Lenders, the “Indemnified Parties”)) from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, reasonable costs, reasonable out-of-pocket expenses or disbursements of any kind or nature whatsoever (including reasonable attorneys’ fees) incurred by any Indemnified Party or asserted against any Indemnified Party by any third party or by any Fund or the Borrower and arising from or in connection with the execution, delivery, enforcement, performance and administration of this Agreement, the actual or proposed use of proceeds, the other Loan Documents and any such other documents, the failure of such Borrower to comply with rules, regulations and laws regarding the business of mutual funds, such Borrower’s false or incorrect representations or warranties or other information provided in connection with this Agreement, or failure of such Borrower to comply with covenants contained herein or in any Note in a timely manner (all the foregoing in this clause (iv), collectively, the “indemnified liabilities”), provided, that such Borrower shall have no obligation hereunder to any Indemnified Party with respect to indemnified liabilities to the extent arising from (A) from, with respect to any Indemnified Party, the gross negligence or willful misconduct of such Indemnified Party or its Related Parties, or such Indemnified Party’s failure to comply with any material law or regulation governing the transactions contemplated hereby, or (B) disputes arising between or among the Indemnified Parties with respect to this Agreement. The agreements in this Section shall survive termination of the Commitments and repayment of the Revolving Credit Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes; Indemnification. The Borrowers jointly and severally agree (a) Each Borrower agrees separately (subject to Section 9.5(b)) (i) to pay or reimburse the Administrative each Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, negotiation, preparation and execution of, and the administration (including inspections pursuant to Section 5.6) of, and any amendment, supplement or modification to, this Agreement and Agreement, the other Loan Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, including the reasonable fees and disbursements of counsel to such Agent and search, filing and recording fees and expenses, with statements with respect to the Administrative Agentforegoing to be submitted to either Borrower prior to the Initial Funding Date (in the case of amounts to be paid on the Initial Funding Date) and from time to time thereafter on a monthly basis or such other periodic basis as such Agent shall deem appropriate, (iib) to pay or reimburse each Lender and the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement with respect to such BorrowerAgreement, the other Loan Credit Documents and any such other documentsdocuments prepared in connection herewith or therewith, including, without limitation, including the reasonable fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and of counsel to the Administrative Agent, such Agent and (iiic) to indemnify pay, indemnify, and hold harmless each Lender and the Administrative Agent from harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Credit Documents and any such other documents with respect to such Borrower, prepared in connection herewith or therewith. The Borrowers and (iv) to the Guarantors shall jointly and severally indemnify and hold harmless each Agent, each Lender and the Administrative Agent (and each of their respective affiliatesaffiliates and each of the respective officers, directors, officersemployees, agents agents, advisors, attorneys, consultants, and employees representatives of each of the foregoing (the “Related Parties” and collectively with the Administrative Agent and the Lenderseach, the an “Indemnified PartiesParty”)) from and against any and all other claims, damages, losses, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, reasonable costs, reasonable out-of-pocket disbursements and expenses or disbursements of any kind or nature whatsoever (including, without limitation, fees and disbursements of counsel), joint or several (“Indemnified Amounts”), that may be imposed on, incurred by or asserted or awarded against any Indemnified Party (including, without limitation, in connection with, arising from out of or relating to any investigation, litigation or proceeding or the preparation of any defense in connection therewith), whether or not any such Indemnified Party is a party thereto, in each case in any manner relating to, arising out of or in connection with or by reason of the executionExit Facility, delivery, enforcement, performance and administration or the use or intended use of this Agreementthe proceeds of the Exit Facility, the actual or proposed use of proceedsCases, the other Loan Documents and Credit Documents, or the transactions contemplated hereby or thereby (which shall include any such other documentsact, the failure of such Borrower event or transaction related or attendant to comply with rulesany thereof), regulations and laws regarding the business of mutual funds, such Borrower’s false or incorrect representations or warranties or other information provided in connection with this Agreement, any investigation of any matters contemplated hereby or failure of such Borrower to comply with covenants contained herein or in any Note in a timely manner thereby (all the foregoing in this clause (iv), collectively, the “indemnified liabilitiesIndemnified Matters”), provided, ) except that such Borrower the Borrowers and the Guarantors shall not have no any obligation hereunder to any an Indemnified Party with respect to indemnified liabilities to the extent arising from (A) pursuant hereto with respect to any Indemnified PartyAmounts relating to any Indemnified Matter to the extent of any portion of such Indemnified Amounts directly and primarily caused by, or directly and primarily resulting from, the gross negligence or willful misconduct of that Indemnified Party as determined in a final non-appealable judgment or order by a court of competent jurisdiction. In the case of an investigation, litigation or other proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Borrower or Guarantor or any of their respective Subsidiaries, or by any directors, security holders or creditors of any of the foregoing, an Indemnified Party or its Related Partiesany other Person, or an Indemnified Party is otherwise a party thereto. The Borrowers and the Guarantors further agree that no Indemnified Party shall have any liability (whether direct or indirect, in contract, tort or otherwise) to any of them or any of their respective Subsidiaries for or in connection with the Indemnified Matters, except to the extent such liability is determined in a final non-appealable judgment by a court of competent jurisdiction to have been directly and primarily caused by, or directly and primarily resulting from, such Indemnified Party’s failure gross negligence or willful misconduct. In no event, however, shall any Indemnified Party be liable on any theory of liability for any special, indirect, consequential or punitive damages (including, without limitation, any loss of profits, business or anticipated savings). Without limiting the foregoing, and to comply with the extent permitted by applicable law, each Credit Party agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any material law or regulation governing the transactions contemplated hereby, or (B) disputes arising between or among the Indemnified Parties other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnified Party. All amounts due under this AgreementSection shall be payable not later than ten days after written demand therefor. Statements payable by the Borrowers or the Guarantors pursuant to this Section shall be submitted to the Person and at the address of the Borrowers or the Guarantors set forth in Section 12.2, or to such other Person or address as may be hereafter designated by either Borrower in a written notice to the Administrative Agent. The agreements in this Section shall survive termination of the Commitments and repayment of the Revolving Credit Loans and all other amounts Obligations payable hereunderhereunder or under any other Credit Document.