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

Payment of Expenses and Taxes; Indemnification. (a) Borrower agrees to pay (i) all reasonable out-of-pocket expenses incurred by each of the Agents and their respective Affiliates, including the reasonable fees, charges and disbursements of counsel for the Agents in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Credit Documents or any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated or any such amendment, modification or waiver becomes effective), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Lenders in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Agents, the Issuing Lender or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Agents, the Issuing Lender or any Lender, in connection with the enforcement or protection of their rights in connection with the Credit Documents, including their rights under this subsection 11.5, or in connection with the Loans made, or Letters of Credit issued or drawn hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. (b) The Credit Parties agree to indemnify the Agents, the Issuing Lender and each Lender, and each of their Affiliates, officers, directors, employees, agents, trustees, advisors and controlled parties of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel (and environmental consultants or professionals) for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of any Credit Document or any other agreement or instrument contemplated hereby, the performance by the parties to the Credit Documents of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an Issuing Lenders to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on, at, under or from any Mortgaged Property or any other property currently or formerly owned, leased or otherwise operated by Borrower or any of its Subsidiaries, or any liability under Environmental Laws related in any way to Borrower or any of its Subsidiaries, (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 party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence, breach of this Agreement or other Credit Documents or willful misconduct of such Indemnitees or (v) 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 (other than withholding taxes), if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, any Credit Document and any such other documents. (c) To the extent that a Credit Party fails to pay any amount required to be paid by them to an Agent or an Issuing Lender under paragraph (a) or (b) of this subsection 11.5, each Lender severally agrees to pay to such Agent or each Revolving Credit Lender agrees to pay such Issuing Lender, as the case may be, such Lender’s or Revolving Credit Lender’s, as the case may be, pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent or such Issuing Lender in its capacity as such. For purposes hereof, a Lender’s or Revolving Credit Lender’s “pro rata share” shall be determined based upon its share of the sum of the aggregate amount of the total Loans and Revolving Credit Commitments or Revolving Credit Loans and Revolving Credit Commitments, as the case may be, at the time. (d) To the extent permitted by applicable law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan, Letter of Credit or the use of the proceeds thereof. (e) All amounts due under this subsection 11.5 shall be payable promptly after written demand therefor. (f) The Credit Parties shall indemnify the Administrative Agent, the Lenders and each Issuer for, and hold the Administrative Agent, the Lenders and each Issuing Lender harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Administrative Agent, the Lenders and the Issuing Lenders for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of Borrower or any of Borrower’s Subsidiaries in connection with the transactions contemplated by this Agreement. (g) The Credit Parties agree that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this subsection 11.5) or any other Credit Document shall (i) survive payment in full of the Obligations, (ii) survive the release of all or any portion of the Collateral and (iii) inure to the benefit of any Person that was at any time an Indemnitee under this Agreement or any other Credit Document.

Payment of Expenses and Taxes; Indemnification. The Borrower agrees (a) Borrower agrees to pay (i) or reimburse the Administrative Agent and WCM for all reasonable out-of-pocket costs and expenses incurred by each in connection with the development, preparation, negotiation, printing and execution of, and any amendment, supplement or modification to, this Credit Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the Agents transactions contemplated hereby and their respective Affiliatesthereby, including together with the reasonable fees, charges fees and disbursements of counsel for to the Agents in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Credit Documents or any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated or any such amendment, modification or waiver becomes effective)Administrative Agent, (iib) to pay or reimburse each Lender and the Administrative Agent for all reasonable out-of-pocket its costs and expenses incurred by the Issuing Lenders in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Agents, the Issuing Lender or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Agents, the Issuing Lender or any Lender, in connection with the enforcement or protection preservation of their rights in connection with the Credit Documents, including their any rights under this subsection 11.5, or in connection with the Loans made, or Letters of Credit issued or drawn hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. (b) The Credit Parties agree to indemnify the AgentsAgreement, the Issuing Lender Notes and each Lenderany other Credit Document, including, without limitation, the reasonable fees and each disbursements of their Affiliatescounsel to the Administrative Agent and to the Lenders (including reasonable allocated costs of in-house legal counsel of Administrative Agent), officers(c) on demand, directorsto pay, employees, agents, trustees, advisors and controlled parties of any of the foregoing Persons (each such Person being called an “Indemnitee”) againstindemnify, and hold each Indemnitee Lender, the Administrative Agent and WCM harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel (and environmental consultants or professionals) for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of any Credit Document or any other agreement or instrument contemplated hereby, the performance by the parties to the Credit Documents of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an Issuing Lenders to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on, at, under or from any Mortgaged Property or any other property currently or formerly owned, leased or otherwise operated by Borrower or any of its Subsidiaries, or any liability under Environmental Laws related in any way to Borrower or any of its Subsidiaries, (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 party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence, breach of this Agreement or other Credit Documents or willful misconduct of such Indemnitees or (v) 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 (other than withholding 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, any the Credit Document Documents and any such other documents. (c) To the extent that a Credit Party fails to pay any amount required to be paid by them to an Agent or an Issuing Lender under paragraph (a) or (b) of this subsection 11.5, each Lender severally agrees to pay to such Agent or each Revolving Credit Lender agrees to pay such Issuing Lender, as the case may be, such Lender’s or Revolving Credit Lender’s, as the case may be, pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent or such Issuing Lender in its capacity as such. For purposes hereof, a Lender’s or Revolving Credit Lender’s “pro rata share” shall be determined based upon its share of the sum of the aggregate amount of the total Loans and Revolving Credit Commitments or Revolving Credit Loans and Revolving Credit Commitments, as the case may be, at the time. (d) To defend, indemnify and hold harmless the extent permitted by applicable law, no Credit Party shall assertAdministrative Agent and the Lenders, and each Credit Party hereby waivestheir respective Affiliates and their respective employees, any claim agents, officers and directors, from and against any Indemniteeand all claims, on any theory demands, penalties, fines, liabilities, settlements, damages, costs and expenses of liabilitywhatever kind or nature known or unknown, for specialcontingent or otherwise, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, or in connection withany 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 as a result ofany orders, this Agreement 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 agreement or instrument contemplated hereby, the Transactions, any Loan, Letter of Credit or the use of the proceeds thereof. foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor, and (e) All amounts due under this subsection 11.5 shall be payable promptly after written demand therefor. (f) The Credit Parties shall indemnify the Administrative Agentto pay, the Lenders and each Issuer forindemnify, and hold each Lender, the Administrative AgentAgent and WCM and their Affiliates, the Lenders employees, officers and each Issuing Lender 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 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 third party claims for brokerage commissionswith respect to the execution, fees delivery, enforcement, performance and administration of the Credit Documents and any such other compensation made against documents (all of the foregoing, collectively, the “indemnified liabilities”); provided, however, that the Borrower shall not have any obligation hereunder to the Administrative Agent, the Lenders and the Issuing Lenders for WCM or any broker, finder or consultant Lender with respect to any agreement, arrangement indemnified liabilities arising from the gross negligence or understanding made by or on behalf of Borrower or any of Borrower’s Subsidiaries in connection with the transactions contemplated by this Agreement. (g) The Credit Parties agree that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this subsection 11.5) or any other Credit Document shall (i) survive payment in full willful misconduct of the ObligationsAdministrative Agent, (ii) WCM or such Lender, as determined by a court of competent jurisdiction. The agreements in this Section 9.5 shall survive the release of all or any portion repayment of the Collateral Loans, Notes, LOC Obligations and (iii) inure to the benefit of any Person that was at any time an Indemnitee under this Agreement or any all other Credit Documentamounts payable hereunder.

Payment of Expenses and Taxes; Indemnification. (a) The Borrower agrees to pay (i) all to reimburse the Lender for its reasonable out-of-pocket costs and expenses incurred by each 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 Agents transactions contemplated hereby and their respective Affiliatesthereby, including including, without limitation, the reasonable fees, charges fees and disbursements of counsel for to the Agents in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Credit Documents or any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated or any such amendment, modification or waiver becomes effective)Lender, (ii) to reimburse the Lender for all reasonable out-of-pocket its costs and expenses incurred by the Issuing Lenders in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Agents, the Issuing Lender or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Agents, the Issuing Lender or any Lender, in connection with the enforcement or protection preservation of their rights in connection with the Credit Documents, including their any rights under this subsection 11.5, or in connection Agreement with respect to the Loans made, or Letters of Credit issued or drawn hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. (b) The Credit Parties agree to indemnify the AgentsBorrower, the Issuing Lender other Loan Documents and each Lenderany such other documents, and each of their Affiliatesincluding, officerswithout limitation, directors, employees, agents, trustees, advisors and controlled parties of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges fees and disbursements of any counsel (and environmental consultants or professionals) for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of any Credit Document or any other agreement or instrument contemplated hereby, the performance by the parties to the Credit Documents of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an Issuing Lenders to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit)Lender, (iii) any actual or alleged presence or release of Hazardous Materials onto indemnify and hold the Lender harmless, atfrom, under or from any Mortgaged Property or any other property currently or formerly owned, leased or otherwise operated by Borrower or any of its Subsidiaries, or any liability under Environmental Laws related in any way to Borrower or any of its Subsidiaries, (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 party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence, breach of this Agreement or other Credit Documents or willful misconduct of such Indemnitees or (v) 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 (other than withholding 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 Credit Document such other documents with respect to the Borrower, and (iv) to indemnify and hold the Lender (and their respective affiliates, directors, officers, agents and employees (collectively with the Lender, 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 other Loan Documents and any such other documents. (c) To , from the extent that a Credit Party fails to pay any amount required to be paid by them to an Agent Borrower’s use of proceeds or an Issuing Lender under paragraph (a) or (b) of this subsection 11.5the commitment, each Lender severally agrees to pay to such Agent or each Revolving Credit Lender agrees to pay such Issuing Lender, as the case may be, such Lender’s or Revolving Credit Lender’s, as the case may be, pro rata share (determined as from failure of the time Borrower to comply with rules, regulations and laws regarding the business of mutual funds, from false or incorrect representations or warranties or other information provided in connection with this Agreement, or from failure of the Borrower to comply with covenants in a timely manner (all the foregoing in this clause (iv), collectively, the “indemnified liabilities”), provided, that the applicable unreimbursed expense or indemnity payment is soughtBorrower shall have no obligation hereunder to any Indemnified Party with respect to indemnified liabilities arising from (A) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent or such Issuing Lender in its capacity as such. For purposes hereof, a Lender’s or Revolving Credit Lender’s “pro rata share” shall be determined based upon its share of the sum of the aggregate amount of the total Loans and Revolving Credit Commitments or Revolving Credit Loans and Revolving Credit Commitments, as the case may be, at the time. (d) To the extent permitted by applicable law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan, Letter of Credit or the use of the proceeds thereof. (e) All amounts due under this subsection 11.5 shall be payable promptly after written demand therefor. (f) The Credit Parties shall indemnify the Administrative Agent, the Lenders and each Issuer for, and hold the Administrative Agent, the Lenders and each Issuing Lender harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Administrative Agent, the Lenders and the Issuing Lenders for any broker, finder or consultant with respect to any agreementIndemnified Party, arrangement the gross negligence or understanding made by willful misconduct of such Indemnified Party, (B) disputes arising between or on behalf of Borrower among the Lender, or any of Borrower’s Subsidiaries in connection (C) with the transactions contemplated by this Agreement. (g) The Credit Parties agree that any indemnification or other protection provided respect to any Indemnitee pursuant 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 (including pursuant to this subsection 11.5) or any other Credit Document shall (i) survive and the payment in full of the Obligations, (ii) survive the release of Loans and all or any portion of the Collateral and (iii) inure to the benefit of any Person that was at any time an Indemnitee under this Agreement or any other Credit Documentamounts payable hereunder.

Payment of Expenses and Taxes; Indemnification. (a) Each Borrower agrees separately (subject to pay Section 9.5(b)) (i) all to reimburse the Administrative Agent for its reasonable out-of-pocket costs and expenses incurred by each 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 Agents transactions contemplated hereby and their respective Affiliatesthereby, including including, without limitation, the reasonable fees, charges fees and disbursements of counsel for to the Agents in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Credit Documents or any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated or any such amendment, modification or waiver becomes effective)Administrative Agent, (ii) to reimburse each Lender and the Administrative Agent for all reasonable out-of-pocket its costs and expenses incurred by the Issuing Lenders in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Agents, the Issuing Lender or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Agents, the Issuing Lender or any Lender, in connection with the enforcement or protection preservation of their rights in connection with the Credit Documents, including their any rights under this subsection 11.5, or in connection Agreement with the Loans made, or Letters of Credit issued or drawn hereunder, including all respect to such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. (b) The Credit Parties agree to indemnify the AgentsBorrower, the Issuing Lender other Loan Documents and each Lenderany such other documents, and each of their Affiliatesincluding, officerswithout limitation, directors, employees, agents, trustees, advisors and controlled parties of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges fees and disbursements of any counsel (to each Lender and environmental consultants or professionals) for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of any Credit Document or any other agreement or instrument contemplated hereby, the performance by the parties counsel to the Credit Documents of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an Issuing Lenders to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit)Administrative Agent, (iii) any actual or alleged presence or release of Hazardous Materials on, at, under or to indemnify and hold harmless each Lender and the Administrative Agent from any Mortgaged Property or any other property currently or formerly owned, leased or otherwise operated by Borrower or any of its Subsidiaries, or any liability under Environmental Laws related in any way to Borrower or any of its Subsidiaries, (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 party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence, breach of this Agreement or other Credit Documents or willful misconduct of such Indemnitees or (v) 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 (other than withholding 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 Credit Document 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 (c) To 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 that a Credit arising from (A) with respect to any Indemnified Party, the gross negligence or willful misconduct of such Indemnified Party fails or its Related Parties, or such Indemnified Party’s failure to pay comply with any amount required to be paid by them to an Agent material law or an Issuing Lender under paragraph (a) regulation governing the transactions contemplated hereby, or (bB) of disputes arising between or among the Indemnified Parties with respect to this subsection 11.5, each Lender severally agrees to pay to such Agent or each Revolving Credit Lender agrees to pay such Issuing Lender, as the case may be, such Lender’s or Revolving Credit Lender’s, as the case may be, pro rata share (determined as Agreement. The agreements in this Section shall survive termination of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent or such Issuing Lender in its capacity as such. For purposes hereof, a Lender’s or Revolving Credit Lender’s “pro rata share” shall be determined based upon its share Commitments and repayment of the sum of the aggregate amount of the total Loans and Revolving Credit Commitments or Revolving Credit Loans and Revolving Credit Commitments, as the case may be, at the timeall other amounts payable hereunder. (db) Notwithstanding any other provision in this Agreement to the contrary, to the extent any obligation to reimburse or indemnify any Indemnified Party that arises pursuant to Section 9.5(a) is not attributable to any particular Borrower, then such reimbursement or indemnification shall be made by each Borrower (ratably, in accordance with its Pro Rata Allocation). To the extent permitted by applicable lawany such obligation to reimburse or indemnify any Indemnified Party is attributable to one or more Borrowers, no Credit Party shall assert, and each Credit Party hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential then such reimbursement or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan, Letter of Credit or the use of the proceeds thereof. (e) All amounts due under this subsection 11.5 indemnification shall be payable promptly after written demand made by each such Borrower to the extent of its liability therefor. (f) The Credit Parties shall indemnify the Administrative Agent, the Lenders and each Issuer for, and hold the Administrative Agent, the Lenders and each Issuing Lender harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Administrative Agent, the Lenders and the Issuing Lenders for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of Borrower or any of Borrower’s Subsidiaries in connection with the transactions contemplated by this Agreement. (g) The Credit Parties agree that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this subsection 11.5) or any other Credit Document shall (i) survive payment in full of the Obligations, (ii) survive the release of all or any portion of the Collateral and (iii) inure to the benefit of any Person that was at any time an Indemnitee under this Agreement or any other Credit Document.

Payment of Expenses and Taxes; Indemnification. The Borrower agrees (a) Borrower agrees to pay (i) or reimburse the Administrative Agent and WCM for all reasonable out-of-pocket costs and expenses incurred by each in connection with the development, preparation, negotiation, printing and execution of, and any amendment, supplement or modification to, this Credit Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the Agents transactions contemplated hereby and their respective Affiliatesthereby, including together with the reasonable fees, charges fees and disbursements of counsel for to the Agents in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Credit Documents or any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated or any such amendment, modification or waiver becomes effective)Administrative Agent, (iib) to pay or reimburse each Lender and the Administrative Agent for all reasonable out-of-pocket its costs and expenses incurred by the Issuing Lenders in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Agents, the Issuing Lender or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Agents, the Issuing Lender or any Lender, in connection with the enforcement or protection preservation of their rights in connection with the Credit Documents, including their any rights under this subsection 11.5, or in connection with the Loans made, or Letters of Credit issued or drawn hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. (b) The Credit Parties agree to indemnify the AgentsAgreement, the Issuing Lender Notes and each Lenderany other Credit Document, including, without limitation, the fees and each disbursements of their Affiliatescounsel to the Administrative Agent and to the Lenders (including reasonable allocated costs of in-house legal counsel of Administrative Agent), officers(c) on demand, directorsto pay, employees, agents, trustees, advisors and controlled parties of any of the foregoing Persons (each such Person being called an “Indemnitee”) againstindemnify, and hold each Indemnitee Lender, the Administrative Agent and WCM harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel (and environmental consultants or professionals) for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of any Credit Document or any other agreement or instrument contemplated hereby, the performance by the parties to the Credit Documents of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an Issuing Lenders to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on, at, under or from any Mortgaged Property or any other property currently or formerly owned, leased or otherwise operated by Borrower or any of its Subsidiaries, or any liability under Environmental Laws related in any way to Borrower or any of its Subsidiaries, (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 party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence, breach of this Agreement or other Credit Documents or willful misconduct of such Indemnitees or (v) 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 (other than withholding 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, any the Credit Document Documents and any such other documents. (c) To the extent that a Credit Party fails to pay any amount required to be paid by them to an Agent or an Issuing Lender under paragraph (a) or (b) of this subsection 11.5, each Lender severally agrees to pay to such Agent or each Revolving Credit Lender agrees to pay such Issuing Lender, as the case may be, such Lender’s or Revolving Credit Lender’s, as the case may be, pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent or such Issuing Lender in its capacity as such. For purposes hereof, a Lender’s or Revolving Credit Lender’s “pro rata share” shall be determined based upon its share of the sum of the aggregate amount of the total Loans and Revolving Credit Commitments or Revolving Credit Loans and Revolving Credit Commitments, as the case may be, at the time. (d) To defend, indemnify and hold harmless the extent permitted by applicable law, no Credit Party shall assertAdministrative Agent and the Lenders, and each Credit Party hereby waivestheir respective Affiliates and their respective employees, any claim agents, officers and directors, from and against any Indemniteeand all claims, on any theory demands, penalties, fines, liabilities, settlements, damages, costs and expenses of liabilitywhatever kind or nature known or unknown, for specialcontingent or otherwise, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, or in connection withany 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 as a result ofany orders, this Agreement 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 agreement or instrument contemplated hereby, the Transactions, any Loan, Letter of Credit or the use of the proceeds thereof. foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor, and (e) All amounts due under this subsection 11.5 shall be payable promptly after written demand therefor. (f) The Credit Parties shall indemnify the Administrative Agentto pay, the Lenders and each Issuer forindemnify, and hold each Lender, the Administrative AgentAgent and WCM and their Affiliates, the Lenders employees, officers and each Issuing Lender 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 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 third party claims for brokerage commissionswith respect to the execution, fees delivery, enforcement, performance and administration of the Credit Documents and any such other compensation made against documents; and (g) 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 related to any Investment Loan Subsidiary (all of the foregoing, collectively, the “indemnified liabilities”); provided, however, that the Borrower shall not have any obligation hereunder to the Administrative Agent, the Lenders and the Issuing Lenders for WCM or any broker, finder or consultant Lender with respect to any agreement, arrangement indemnified liabilities arising from the gross negligence or understanding made by or on behalf of Borrower or any of Borrower’s Subsidiaries in connection with the transactions contemplated by this Agreement. (g) The Credit Parties agree that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this subsection 11.5) or any other Credit Document shall (i) survive payment in full willful misconduct of the ObligationsAdministrative Agent, (ii) WCM or such Lender, as determined by a court of competent jurisdiction. The agreements in this Section 9.5 shall survive the release of all or any portion repayment of the Collateral Loans, Notes, LOC Obligations and (iii) inure to the benefit of any Person that was at any time an Indemnitee under this Agreement or any all other Credit Documentamounts payable hereunder.

Payment of Expenses and Taxes; Indemnification. The Grantors agree (a) Borrower agrees to pay (i) or reimburse the Collateral Trustee for all its reasonable out-of-pocket fees, costs and expenses incurred by each in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other First Lien Security Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the Agents transactions contemplated hereby and their respective Affiliatesthereby, including the reasonable fees, charges fees and disbursements of counsel for to the Agents in connection with Collateral Trustee, and the syndication preservation of the credit facilities provided for herein, the preparation and administration Liens or any rights of the Credit Documents Collateral Trustee (b) after the occurrence of a Triggering Event, to pay or any amendments, modifications or waivers of reimburse the provisions thereof (whether or not Collateral Trustee and the transactions contemplated hereby or thereby shall be consummated or any such amendment, modification or waiver becomes effective), (ii) other Secured Parties for all reasonable out-of-pocket their costs and expenses incurred by the Issuing Lenders in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Agents, the Issuing Lender or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Agents, the Issuing Lender or any Lender, in connection with the enforcement or protection preservation of their rights in connection with the Credit Documents, including their any rights under this subsection 11.5Agreement, or in connection with the Loans made, or Letters of Credit issued or drawn hereunderother First Lien Security Documents and any such other documents, including all such out-of-pocket expenses incurred during any workoutthe fees and disbursements of counsel to the Collateral Trustee and the other Secured Parties, restructuring or negotiations in respect of such Loans or Letters of Credit. (bc) The Credit Parties agree to indemnify the Agentspay, the Issuing Lender and each Lender, and each of their Affiliates, officers, directors, employees, agents, trustees, advisors and controlled parties of any of the foregoing Persons (each such Person being called an “Indemnitee”) againstindemnify, and hold each Indemnitee harmless from, any the Collateral Trustee and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel (and environmental consultants or professionals) for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of any Credit Document or any other agreement or instrument contemplated hereby, the performance by the parties to the Credit Documents of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an Issuing Lenders to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on, at, under or Secured Parties from any Mortgaged Property or any other property currently or formerly owned, leased or otherwise operated by Borrower or any of its Subsidiaries, or any liability under Environmental Laws related in any way to Borrower or any of its Subsidiaries, (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 party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence, breach of this Agreement or other Credit Documents or willful misconduct of such Indemnitees or (v) 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 (other than withholding 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, any Credit Document this Agreement, the other First Lien Security Documents and any such other documents. , and (cd) To to pay, indemnify and hold harmless the extent that a Credit Party fails Collateral Trustee and the other Secured Parties and their respective directors, officers, employees, trustees and agents 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, including reasonable and documented fees, disbursements and other charges of counsel, with respect to pay any amount required to be paid by them to an Agent or an Issuing Lender under paragraph (a) or (b) the execution, delivery, enforcement, performance and administration of this subsection 11.5Agreement, each Lender severally agrees to pay to the other First Lien Security Documents and any such Agent or each Revolving Credit Lender agrees to pay such Issuing Lenderother documents, as the case may be, such Lender’s or Revolving Credit Lender’s, as the case may be, pro rata share (determined as including any of the time that foregoing relating to the applicable unreimbursed expense violation of, noncompliance with or indemnity payment is sought) of such unpaid amountliability under, any Environmental Law (all the foregoing in this clause (d), collectively, the “indemnified liabilities”); provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as Grantors shall have no obligation hereunder to the case may be, was incurred by or asserted against such Agent or such Issuing Lender in its capacity as such. For purposes hereof, a Lender’s or Revolving Credit Lender’s “pro rata share” shall be determined based upon its share of the sum of the aggregate amount of the total Loans and Revolving Credit Commitments or Revolving Credit Loans and Revolving Credit Commitments, as the case may be, at the time. (d) To the extent permitted by applicable law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement Collateral Trustee or any agreement or instrument contemplated herebyother Secured Party nor any of their respective directors, the Transactionsofficers, any Loan, Letter of Credit or the use of the proceeds thereof. (e) All amounts due under this subsection 11.5 shall be payable promptly after written demand therefor. (f) The Credit Parties shall indemnify the Administrative Agent, the Lenders employees and each Issuer for, and hold the Administrative Agent, the Lenders and each Issuing Lender harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Administrative Agent, the Lenders and the Issuing Lenders for any broker, finder or consultant agents with respect to any agreement, arrangement or understanding made by or on behalf of Borrower or any of Borrower’s Subsidiaries in connection with the transactions contemplated by this Agreement. (g) The Credit Parties agree that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this subsection 11.5) or any other Credit Document shall indemnified liabilities arising from (i) survive payment in full the gross negligence or willful misconduct of the Obligations, party to be indemnified (ii) in 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 repayment of the release of First Lien Obligations and all other amounts payable hereunder and under the other First Lien Debt Documents and the removal or any portion resignation of the Collateral and (iii) inure to the benefit of any Person that was at any time an Indemnitee under this Agreement or any other Credit DocumentTrustee.

Payment of Expenses and Taxes; Indemnification. (a) The Borrower agrees to pay (i) all out of pocket costs and expenses of the Agent, including the reasonable fees and disbursements of special counsel for the Agent, in connection with the negotiation, preparation, execution and delivery of this Agreement, the Notes, the Borrower Guaranty, the Employee Pledge Agreements, and any other Credit Document, to pay all reasonable out of pocket costs and expenses of the Banks in connection with the enforcement of this Agreement, the Notes, and any other Credit Document, including reasonable attorneys' fees and disbursements arising in connection therewith (whether or not suit is instituted), and also to pay all reasonable actual out-of-pocket expenses incurred by each costs of the Agents and their respective Affiliates, including the reasonable fees, charges and disbursements of counsel for the Agents Banks in connection with the syndication of the credit facilities provided for hereinany inspections, the preparation and administration of the Credit Documents or any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated or any such amendment, modification or waiver becomes effective), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Lenders in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Agents, the Issuing Lender or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Agents, the Issuing Lender or any Lender, in connection with the enforcement or protection of their rights in connection with the Credit Documents, including their rights under this subsection 11.5investigations, or in connection with examinations performed under the Loans made, or Letters of Credit issued or drawn hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of CreditSecurity Agreement. (b) The Credit Parties agree Borrower agrees to indemnify the Agents, Agent and the Issuing Lender Banks from and each Lender, and each of their Affiliates, officers, directors, employees, agents, trustees, advisors and controlled parties of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, against any and all liabilities, losses, claims, damages, liabilities penalties, actions, judgments, costs, expenses (including, without limitation, reasonable attorneys' fees and related expenses, including the reasonable fees, charges and disbursements) or disbursements of any counsel (and environmental consultants kind or professionals) for any Indemniteenature whatsoever which may be imposed on, incurred by by, or asserted against the Agent and the Banks in any Indemnitee arising out litigation, proceeding or investigation instituted or conducted by any Person other than the Borrower with respect to any aspect of, or any transaction contemplated by, or referred to in, or any matter related to, any Loans made hereunder, including, without limitation, in connection with, with the Borrower's servicing role hereunder and any consumer lending or as a result of (i) the execution securities law violations arising from or delivery of any Credit Document or any other agreement or instrument contemplated hereby, the performance by the parties related to the Credit Documents of their respective obligations thereunder or Employee Loans. The Borrower also agrees to pay, and to save the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an Issuing Lenders to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on, at, under or from any Mortgaged Property or any other property currently or formerly owned, leased or otherwise operated by Borrower or any of its Subsidiaries, or any liability under Environmental Laws related in any way to Borrower or any of its Subsidiaries, (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 party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence, breach of this Agreement or other Credit Documents or willful misconduct of such Indemnitees or (v) any and all recording and filing fees and any and all liabilities with respect to, or resulting Banks harmless from any delay in paying, stamp, excise all stamp and other similar taxes (other than withholding taxes), if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, any Credit Document and any such other documents. (c) To the extent that a Credit Party fails to pay any amount required to be paid by them to an Agent or an Issuing Lender under paragraph (a) or (b) of this subsection 11.5Agreement, each Lender severally agrees to pay to such Agent or each Revolving Credit Lender agrees to pay such Issuing Lenderthe Notes, as the case may beBorrower Guaranty, such Lender’s or Revolving Credit Lender’s, as the case may be, pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent or such Issuing Lender in its capacity as such. For purposes hereof, a Lender’s or Revolving Credit Lender’s “pro rata share” shall be determined based upon its share of the sum of the aggregate amount of the total Loans and Revolving Credit Commitments or Revolving Credit Loans and Revolving Credit Commitments, as the case may be, at the time. (d) To the extent permitted by applicable law, no Credit Party shall assertEmployee Pledge Agreements, and each Credit Party hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan, Letter of Credit or the use of the proceeds thereof. (e) All amounts due under this subsection 11.5 shall be payable promptly after written demand therefor. (f) The Credit Parties shall indemnify the Administrative Agent, the Lenders and each Issuer for, and hold the Administrative Agent, the Lenders and each Issuing Lender harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Administrative Agent, the Lenders and the Issuing Lenders for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of Borrower or any of Borrower’s Subsidiaries in connection with the transactions contemplated by this Agreement. (g) The Credit Parties agree that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this subsection 11.5) or any other Credit Document shall (i) survive payment in full of the Obligations, (ii) survive the release of all or any portion of the Collateral and (iii) inure to the benefit of any Person that was at any time an Indemnitee under this Agreement or any other Credit Document, or any modification hereof or thereof, and all filing and recording fees in connection therewith.

Payment of Expenses and Taxes; Indemnification. (a) The Borrower agrees to pay (i) to pay or reimburse each of the Agents, each Joint Lead Arranger, each Joint Bookrunner and the Syndication Agent for all their reasonable and documented and invoiced out-of-pocket costs and reasonable expenses incurred by each (without duplication) associated with the syndication of the Agents Credit Facilities and their respective Affiliatesincurred in connection with the development, preparation, execution and delivery of, and any amendment, supplement and/or modification to this Agreement and the other 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 the reasonable fees, disbursements and other charges and disbursements of Xxxxxxxx & Sterling LLP as counsel for to the Agents with statements with respect to the foregoing to be submitted to the Borrower prior to the Effective Date (in connection 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 syndication of the credit facilities provided for hereinconsent of, the preparation and administration of the Credit Documents or any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated or any such amendment, modification or waiver becomes effective)Borrower, (ii) to pay or reimburse the Collateral Agent, the Administrative Agent and each Lender for all their reasonable and documented and invoiced out-of-pocket costs and reasonable expenses incurred by the Issuing Lenders in connection with the issuance, amendment, renewal enforcement or extension preservation of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Agentsrights under this Agreement, the Issuing Lender or other Credit Documents and any Lendersuch other documents, including the reasonable fees, disbursements and other charges of one firm or counsel to the Administrative Agent 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, the Administrative Agent, the Collateral Agent, each Joint Lead Arranger, the Joint Bookrunners, the Syndication Agent, each Letter of Credit Issuer and their respective Related Parties (without duplication) (the “Indemnified Parties”) from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, reasonable expenses or disbursements of any counsel for the Agentskind or nature whatsoever (including, the Issuing Lender but not limited to, any action, claim, litigation, investigation, inquiry or any Lenderother proceeding), in connection with the enforcement including, taken as a whole, reasonable and documented or protection of their rights in connection with the Credit Documents, including their rights under this subsection 11.5, or in connection with the Loans made, or Letters of Credit issued or drawn hereunder, including all such invoiced out-of-pocket expenses incurred during 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 workout, restructuring or negotiations in respect existence of such Loans conflict and in connection with the investigating or Letters of Credit. (b) The Credit Parties agree to indemnify the Agents, the Issuing Lender and each Lender, and each of their Affiliates, officers, directors, employees, agents, trustees, advisors and controlled parties of defending any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees) has retained its own counsel, charges of another firm of counsel for such affected Indemnified Party), and disbursements 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 counsel such Indemnified Party arising out of or relating to any action, claim, litigation, investigation or other proceeding (and environmental consultants including any inquiry or professionalsinvestigation of the foregoing) for (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 Indemniteeother third person), incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of any Credit Document or any other agreement or instrument contemplated hereby, the performance by the parties with respect to the Credit Documents of their respective obligations thereunder or the consummation of the Transactions or to the execution, delivery, enforcement, performance and administration of this Agreement, the other Credit Documents and any such other transactions contemplated hereby, (ii) any Loan or Letter of Credit documents or the use of the proceeds therefrom (of the Loans or Letters of Credit, including any refusal by an Issuing Lenders of the foregoing relating to honor a demand for payment under a Letter of Credit if the documents presented in connection violation of, noncompliance with such demand do not strictly comply with the terms of such Letter of Credit)or liability under, (iii) any Environmental Law or any actual or alleged presence of or release Release of Hazardous Materials onapplicable to the Borrower, at, under or from any Mortgaged Property of its Subsidiaries or any other property currently of the Real Property (all the foregoing in this clause (iii), collectively, the “indemnified liabilities”); provided that the Borrower shall have no obligation hereunder to any Indemnified Party with respect to indemnified liabilities arising from (i) the gross negligence, bad faith or formerly owned, leased or otherwise operated by Borrower willful misconduct of such Indemnified Party or any of its Subsidiaries, or any liability under Environmental Laws related Related Parties as determined in any way to Borrower or any of its Subsidiaries, (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 a final and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, nonappealable judgment as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from jurisdiction, (ii) a material breach of the bad faith, gross negligence, breach 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 Credit Documents or willful misconduct proceeding initiated by the Borrower against the relevant Indemnified Party, solely from a breach of the obligations of such Indemnitees Indemnified Party or its Related Parties under the terms of this Agreement as determined in a final and non-appealable judgment by a court of competent jurisdiction, or (viv) any proceeding between and all recording and filing fees and any and all liabilities with respect to, among Indemnified Parties that does not involve an act or resulting from any delay in paying, stamp, excise and other similar taxes (other than withholding taxes), if any, which may be payable or determined to be payable in connection with omission by the execution and delivery of, or consummation of any direct parent of the transactions contemplated byBorrower, the Borrower or any amendment, supplement or modification of, or any waiver or consent under or in respect of, any Credit Document and any such other documents. (c) To the extent that a Credit Party fails to pay any amount required to be paid by them to an Agent or an Issuing Lender under paragraph (a) or (b) of this subsection 11.5, each Lender severally agrees to pay to such Agent or each Revolving Credit Lender agrees to pay such Issuing Lender, as the case may be, such Lender’s or Revolving Credit Lender’s, as the case may be, pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amountits Restricted Subsidiaries; provided that the unreimbursed expense or indemnified lossAdministrative Agent, claimthe Collateral Agent, damagethe Letter of Credit Issuers, liability or related expensethe Swingline Lenders, as the case may beJoint Lead Arrangers, was incurred by or asserted against such the Joint Bookrunners and the Syndication Agent or such Issuing Lender to the extent acting in its 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. For purposes hereof, a Lender’s or Revolving Credit Lender’s “pro rata share” All amounts payable under this Section 13.5(a) shall be determined based upon its share 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 repayment of the sum of the aggregate amount of the total Loans and Revolving Credit Commitments or Revolving Credit Loans and Revolving Credit Commitments, as the case may be, at the timeall other amounts payable hereunder. (db) To No Credit Party nor any Indemnified Party shall have any liability for any punitive, indirect or consequential damages resulting from this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Effective Date); provided that, nothing in this Section 13.5(b) shall limit any Credit Party’s indemnity obligations to the extent permitted by applicable law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against any Indemnitee, on any theory of liability, for such special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, are included in any third party claim in connection withwith which an Indemnified Party is entitled to indemnification thereunder. No Indemnified Party 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 as a result of, other information transmission systems in connection with this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan, Letter of other Credit Documents or the use transactions contemplated hereby or thereby, except to the extent that such damages have resulted from the willful misconduct, bad faith or gross negligence of the proceeds thereof. (e) All amounts due under this subsection 11.5 shall be payable promptly after written demand therefor. (f) The Credit Parties shall indemnify the Administrative Agent, the Lenders and each Issuer for, and hold the Administrative Agent, the Lenders and each Issuing Lender harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Administrative Agent, the Lenders and the Issuing Lenders for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of Borrower Indemnified Party or any of Borrower’s Subsidiaries in connection with the transactions contemplated by this Agreementits Related Parties. (g) The Credit Parties agree that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this subsection 11.5) or any other Credit Document shall (i) survive payment in full of the Obligations, (ii) survive the release of all or any portion of the Collateral and (iii) inure to the benefit of any Person that was at any time an Indemnitee under this Agreement or any other Credit Document.

Payment of Expenses and Taxes; Indemnification. (a) The Borrower agrees to pay agrees, (i) to pay or reimburse the Agents for all their reasonable and documented out-of-pocket costs and expenses incurred by each in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the Agents transactions contemplated hereby and their respective Affiliatesthereby, including the reasonable fees, disbursements and other charges of Weil, Gotshal & Xxxxxx LLP and disbursements of one counsel for in each relevant local jurisdiction approved by the Agents in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Credit Documents or any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated or any such amendment, modification or waiver becomes effective)Borrower, (ii) to pay or reimburse each Lender, the Collateral Agent and the Administrative Agent for all their reasonable and documented out-of-pocket costs and expenses incurred by the Issuing Lenders in connection with the issuance, amendment, renewal enforcement or extension preservation of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Agentsrights under this Agreement, the Issuing Lender or other Credit Documents and any Lendersuch other documents, including the reasonable fees, disbursements and other charges and disbursements of any one firm or counsel for the Agents, the Issuing Lender or any Lender, in connection with the enforcement or protection of their rights in connection with the Credit Documents, including their rights under this subsection 11.5, or in connection with the Loans made, or Letters of Credit issued or drawn hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. (b) The Credit Parties agree to indemnify the Agents, the Issuing Lender and each Lender, and each of their Affiliates, officers, directors, employees, agents, trustees, advisors and controlled parties of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel (and environmental consultants or professionals) for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of any Credit Document or any other agreement or instrument contemplated hereby, the performance by the parties to the Credit Documents of their respective obligations thereunder Administrative Agent and the Collateral Agent and, to the extent required, one firm or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an Issuing Lenders to honor a demand for payment under a Letter of Credit if the documents presented local counsel in connection with such demand do not strictly comply with the terms of such Letter of Credit)each relevant local jurisdiction, (iii) any actual or alleged presence or release of Hazardous Materials onto pay, atindemnify, under or and hold harmless each Lender and the Administrative Agent from any Mortgaged Property or any other property currently or formerly owned, leased or otherwise operated by Borrower or any of its Subsidiaries, or any liability under Environmental Laws related in any way to Borrower or any of its Subsidiaries, (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 party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence, breach of this Agreement or other Credit Documents or willful misconduct of such Indemnitees or (v) 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 (other than withholding 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, any this Agreement, the other Credit Document Documents and any such other documents. , (civ) To to pay, indemnify and hold harmless each Lender, the Administrative Agent, the Collateral Agent, the Joint Lead Arrangers and their respective Related Parties (the “Indemnified Parties”) 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, 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 that a Credit Party fails to pay any amount required to be paid by them to an Agent required, one firm or an Issuing Lender under paragraph (a) or (b) of this subsection 11.5local counsel in each relevant jurisdiction for all Indemnified Parties, each Lender severally agrees to pay to such Agent or each Revolving Credit Lender agrees to pay such Issuing Lender, as the case may be, such Lender’s or Revolving Credit Lender’s, as the case may be, pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent or such Issuing Lender in its capacity as such. For purposes hereof, a Lender’s or Revolving Credit Lender’s “pro rata share” shall be determined based upon its share of the sum of the aggregate amount of the total Loans and Revolving Credit Commitments or Revolving Credit Loans and Revolving Credit Commitments, as the case may be, at the time. (d) To the extent permitted by applicable law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection withor with respect to the Transactions or to the execution, or as a result ofdelivery, enforcement, performance and administration of this Agreement or any agreement or instrument contemplated herebyAgreement, the Transactions, other Credit Documents and any Loan, Letter of Credit such other documents or the use of the proceeds thereof, including any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law or any actual or alleged presence of Hazardous Materials applicable to the operations of the Borrower, any of its Subsidiaries or any of the Real Estate (all the foregoing in this clause (iv), collectively, the “indemnified liabilities”); provided that the Borrower shall have no obligation hereunder to any Indemnified Party with respect to indemnified liabilities arising from (A) the gross negligence, bad faith or willful misconduct of such Indemnified Party or its Related Parties, (B) a material breach of the obligations of such Indemnified Party or its Related Parties under the Credit Documents or (C) disputes between or among the Indemnified Parties. All amounts payable under this Section 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 repayment of the Loans and all other amounts payable hereunder. (eb) All amounts due under this subsection 11.5 No Credit Party nor any Indemnified Party shall be payable promptly after written demand therefor. (f) The Credit Parties shall indemnify the Administrative Agent, the Lenders and each Issuer for, and hold the Administrative Agent, the Lenders and each Issuing Lender harmless from and against, have any and all claims for brokerage commissions, fees and other compensation made against the Administrative Agent, the Lenders and the Issuing Lenders liability for any brokerpunitive, finder indirect or consultant with respect to any agreement, arrangement or understanding made by or on behalf of Borrower or any of Borrower’s Subsidiaries in connection with the transactions contemplated by this Agreement. (g) The Credit Parties agree that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this subsection 11.5) or any other Credit Document shall (i) survive payment in full of the Obligations, (ii) survive the release of all or any portion of the Collateral and (iii) inure to the benefit of any Person that was at any time an Indemnitee under consequential damages resulting from this Agreement or any other Credit DocumentDocument or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date). No Indemnified Party 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, except to the extent that such damages have resulted from the willful misconduct, bad faith or gross negligence of any Indemnified Party or any of its Related Parties. Without limiting the generality of the foregoing, but only to the extent representing reasonable and documented out of pocket costs and expenses, the expenses, costs, charges and fees described above may include: fees, costs and expenses of accountants, environmental advisors, appraisers, investment bankers, management and other consultants and paralegals (if any such accountants, environmental advisors, appraisers, investment bankers and management and other consultants have been retained with the prior written consent of the Borrower); photocopying and duplication expenses; long distance telephone charges; air express charges; and telegram or telecopy charges.

Payment of Expenses and Taxes; Indemnification. (a) Borrower agrees and Holdings agree, jointly and severally, to pay (i) all reasonable out-of-pocket expenses incurred by each of the Agents and their respective Affiliates, including the reasonable fees, charges and disbursements of counsel for the Agents (provided that, in the case of legal fees, Borrower and Holdings’ obligations under this clause (i) shall be limited for each such party to one primary counsel, one local counsel in each relevant jurisdiction and one or more additional counsel if one or more conflicts of interests arise) in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Credit Documents or any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated or any such amendment, modification or waiver becomes effective), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Lenders in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Agents, the Issuing Lender or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Agents, the Issuing Lender or any LenderLender (provided that, in the case of legal fees, Borrower and Holdings’ obligations under this clause (iii) shall be limited for each such party to one primary counsel, one local counsel in each relevant jurisdiction and one or more additional counsel if one or more conflicts of interests arise), in connection with the enforcement or protection of their rights in connection with the Credit Documents, including their rights under this subsection 11.5, or in connection with the Loans made, or Letters of Credit issued or drawn hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. (b) The Credit Parties agree agree, jointly and severally, to indemnify the Agents, the Issuing Lender and each Lender, and each of their the Affiliates, officers, directors, employees, agents, trustees, advisors and controlled parties of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel (and environmental consultants or professionals) for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of any Credit Document or any other agreement or instrument contemplated hereby, the performance by the parties to the Credit Documents of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated herebyhereby (including the syndication of the credit facilities provided for herein), (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an Issuing Lenders Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on, at, under or from any Mortgaged Property or any other property currently or formerly owned, leased or otherwise operated by Borrower or any of its Subsidiaries, or any liability under Environmental Laws related in any way to Borrower or any of its Subsidiaries, (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 party theretothereto or whether such matter is initiated by a third party or by Borrower, any other Credit Party or any of their respective Affiliates; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence, material breach of this Agreement or other Credit Documents or willful misconduct of such Indemnitees Indemnitee or (v) 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 Taxes (other than withholding taxesTaxes), if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, any Credit Document and any such other documents. (c) To the extent that a Credit Party fails to pay any amount required to be paid by them to an Agent or an Issuing Lender under paragraph (a) or (b) of this subsection 11.5, each Lender severally agrees to pay to such Agent Agent, or each Revolving Credit Lender severally agrees to pay to such Issuing Lender, as the case may be, such Lender’s or such Revolving Credit Lender’s, as the case may be, ’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent or such Issuing Lender in its capacity as such. For purposes hereof, a Lender’s or Revolving Credit Lender’s “pro rata share” shall be determined based upon its share of the sum of the aggregate amount of the total Term Loans and Revolving Credit Commitments (whether used or unused), or the total Revolving Credit Loans and Revolving Credit CommitmentsCommitments (whether used or unused), as the case may be, at the time. (d) To the extent permitted by applicable law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan, Loan or Letter of Credit or the use of the proceeds thereof. (e) All amounts due under this subsection 11.5 shall be payable promptly after written demand therefor. (f) The Credit Parties shall indemnify the Administrative Agent, the Lenders and each Issuer Issuing Lender for, and hold the Administrative Agent, the Lenders and each Issuing Lender harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Administrative Agent, the Lenders and the Issuing Lenders for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of Borrower or any of Borrower’s Subsidiaries in connection with the transactions contemplated by this Agreement. (g) The Credit Parties agree that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this subsection 11.5) or any other Credit Document shall (i) survive the payment in full of the Obligations, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other Credit Document or any investigation made by or on behalf of the Administrative Agent, any Lender or any Issuing Lender, (ii) survive the release of all or any portion of the Collateral and (iii) inure to the benefit of any Person that was at any time an Indemnitee under this Agreement or any other Credit Document.

Payment of Expenses and Taxes; Indemnification. (a) The Borrower agrees to pay agrees, (i) to pay or reimburse the Agents for all their reasonable and documented out-of-pocket costs and expenses incurred by each in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the Agents transactions contemplated hereby and their respective Affiliatesthereby, including the reasonable fees, disbursements and other charges of Weil, Gotshal & Xxxxxx LLP and disbursements of one counsel for in each relevant local jurisdiction approved by the Agents in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Credit Documents or any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated or any such amendment, modification or waiver becomes effective)Borrower, (ii) to pay or reimburse each Lender, the Collateral Agent and the Administrative Agent for all their reasonable and documented out-of-pocket costs and expenses incurred by the Issuing Lenders in connection with the issuance, amendment, renewal enforcement or extension preservation of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Agentsrights under this Agreement, the Issuing Lender or other Credit Documents and any Lendersuch other documents, including the reasonable fees, disbursements and other charges and disbursements of any one firm or counsel for the Agents, the Issuing Lender or any Lender, in connection with the enforcement or protection of their rights in connection with the Credit Documents, including their rights under this subsection 11.5, or in connection with the Loans made, or Letters of Credit issued or drawn hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. (b) The Credit Parties agree to indemnify the Agents, the Issuing Lender and each Lender, and each of their Affiliates, officers, directors, employees, agents, trustees, advisors and controlled parties of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel (and environmental consultants or professionals) for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of any Credit Document or any other agreement or instrument contemplated hereby, the performance by the parties to the Credit Documents of their respective obligations thereunder Administrative Agent and the Collateral Agent and, to the extent required, one firm or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an Issuing Lenders to honor a demand for payment under a Letter of Credit if the documents presented local counsel in connection with such demand do not strictly comply with the terms of such Letter of Credit)each relevant local jurisdiction, (iii) any actual or alleged presence or release of Hazardous Materials onto pay, atindemnify, under or and hold harmless each Lender and the Administrative Agent from any Mortgaged Property or any other property currently or formerly owned, leased or otherwise operated by Borrower or any of its Subsidiaries, or any liability under Environmental Laws related in any way to Borrower or any of its Subsidiaries, (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 party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence, breach of this Agreement or other Credit Documents or willful misconduct of such Indemnitees or (v) 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 (other than withholding 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, any this Agreement, the other Credit Document Documents and any such other documents. , (civ) To to pay, indemnify and hold harmless each Lender, the Administrative Agent, the Collateral Agent, the Letter of Credit Issuer, the Joint Lead Arrangers and their respective Related Parties (the “Indemnified Parties”) 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, 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 that a Credit Party fails to pay any amount required to be paid by them to an Agent required, one firm or an Issuing Lender under paragraph (a) or (b) of this subsection 11.5local counsel in each relevant jurisdiction for all Indemnified Parties, each Lender severally agrees to pay to such Agent or each Revolving Credit Lender agrees to pay such Issuing Lender, as the case may be, such Lender’s or Revolving Credit Lender’s, as the case may be, pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent or such Issuing Lender in its capacity as such. For purposes hereof, a Lender’s or Revolving Credit Lender’s “pro rata share” shall be determined based upon its share of the sum of the aggregate amount of the total Loans and Revolving Credit Commitments or Revolving Credit Loans and Revolving Credit Commitments, as the case may be, at the time. (d) To the extent permitted by applicable law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection withor with respect to the Transactions or to the execution, or as a result ofdelivery, enforcement, performance and administration of this Agreement or any agreement or instrument contemplated herebyAgreement, the Transactions, other Credit Documents and any Loan, Letter of Credit such other documents or the use of the proceeds thereof, including any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law or any actual or alleged presence of Hazardous Materials applicable to the operations of the Borrower, any of its Subsidiaries or any of the Real Estate (all the foregoing in this clause (iv), collectively, the “indemnified liabilities”); provided that the Borrower shall have no obligation hereunder to any Indemnified Party with respect to indemnified liabilities arising from (A) the gross negligence, bad faith or willful misconduct of such Indemnified Party or its Related Parties, (B) a material breach of the obligations of such Indemnified Party or its Related Parties under the Credit Documents or (C) disputes between or among the Indemnified Parties. All amounts payable under this Section 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 repayment of the Loans and all other amounts payable hereunder. (eb) All amounts due under this subsection 11.5 No Credit Party nor any Indemnified Party shall be payable promptly after written demand therefor. (f) The Credit Parties shall indemnify the Administrative Agent, the Lenders and each Issuer for, and hold the Administrative Agent, the Lenders and each Issuing Lender harmless from and against, have any and all claims for brokerage commissions, fees and other compensation made against the Administrative Agent, the Lenders and the Issuing Lenders liability for any brokerpunitive, finder indirect or consultant with respect to any agreement, arrangement or understanding made by or on behalf of Borrower or any of Borrower’s Subsidiaries in connection with the transactions contemplated by this Agreement. (g) The Credit Parties agree that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this subsection 11.5) or any other Credit Document shall (i) survive payment in full of the Obligations, (ii) survive the release of all or any portion of the Collateral and (iii) inure to the benefit of any Person that was at any time an Indemnitee under consequential damages resulting from this Agreement or any other Credit DocumentDocument or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date). No Indemnified Party 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, except to the extent that such damages have resulted from the willful misconduct, bad faith or gross negligence of any Indemnified Party or any of its Related Parties. Without limiting the generality of the foregoing, but only to the extent representing reasonable and documented out of pocket costs and expenses, the expenses, costs, charges and fees described above may include: fees, costs and expenses of accountants, environmental advisors, appraisers, investment bankers, management and other consultants and paralegals (if any such accountants, environmental advisors, appraisers, investment bankers and management and other consultants have been retained with the prior written consent of the Borrower); photocopying and duplication expenses; long distance telephone charges; air express charges; and telegram or telecopy charges.

Payment of Expenses and Taxes; Indemnification. (a) The Borrower agrees to pay (i) all to reimburse the Administrative Agent for its reasonable out-of-pocket costs and expenses incurred by each 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 Agents transactions contemplated hereby and their respective Affiliatesthereby, including including, without limitation, the reasonable fees, charges fees and disbursements of counsel for to the Agents in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Credit Documents or any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated or any such amendment, modification or waiver becomes effective)Administrative Agent, (ii) to reimburse each Lender and the Administrative Agent for all reasonable out-of-pocket its costs and expenses incurred by the Issuing Lenders in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Agents, the Issuing Lender or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Agents, the Issuing Lender or any Lender, in connection with the enforcement or protection preservation of their rights in connection with the Credit Documents, including their any rights under this subsection 11.5, or in connection Agreement with respect to the Loans made, or Letters of Credit issued or drawn hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. (b) The Credit Parties agree to indemnify the AgentsBorrower, the Issuing Lender other Loan Documents and each Lenderany such other documents, and each of their Affiliatesincluding, officerswithout limitation, directors, employees, agents, trustees, advisors and controlled parties of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges fees and disbursements of any counsel (to each Lender and environmental consultants or professionals) for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of any Credit Document or any other agreement or instrument contemplated hereby, the performance by the parties counsel to the Credit Documents of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an Issuing Lenders to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit)Administrative Agent, (iii) any actual or alleged presence or release of Hazardous Materials onto indemnify and hold each Lender and the Administrative Agent harmless, atfrom, under or from any Mortgaged Property or any other property currently or formerly owned, leased or otherwise operated by Borrower or any of its Subsidiaries, or any liability under Environmental Laws related in any way to Borrower or any of its Subsidiaries, (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 party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence, breach of this Agreement or other Credit Documents or willful misconduct of such Indemnitees or (v) 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 (other than withholding 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 Credit Document such other documents with respect to the Borrower, and (iv) to indemnify and hold each Lender and the Administrative Agent (and their respective affiliates, directors, officers, agents and employees (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 other Loan Documents and any such other documents. (c) To , from the extent that a Credit Party fails to pay any amount required to be paid by them to an Agent Borrower’s use of proceeds or an Issuing Lender under paragraph (a) or (b) of this subsection 11.5the commitment, each Lender severally agrees to pay to such Agent or each Revolving Credit Lender agrees to pay such Issuing Lender, as the case may be, such Lender’s or Revolving Credit Lender’s, as the case may be, pro rata share (determined as from failure of the time Borrower to comply with rules, regulations and laws regarding the business of mutual funds, from false or incorrect representations or warranties or other information provided in connection with this Agreement, or from failure of the Borrower to comply with covenants in a timely manner (all the foregoing in this clause (iv) , collectively, the “indemnified liabilities”), provided, that the applicable unreimbursed expense Borrower shall have no obligation hereunder to any Indemnified Party with respect to indemnified liabilities arising from (A) with respect to any Indemnified Party, the gross negligence or indemnity payment is sought) willful misconduct of such unpaid amount; provided that Indemnified Party, (B) disputes arising between or among the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent or such Issuing Lender in its capacity as such. For purposes hereof, a Lender’s or Revolving Credit Lender’s “pro rata share” shall be determined based upon its share of the sum of the aggregate amount of the total Loans Lenders and Revolving Credit Commitments or Revolving Credit Loans and Revolving Credit Commitments, as the case may be, at the time. (d) To the extent permitted by applicable law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan, Letter of Credit or the use of the proceeds thereof. (e) All amounts due under this subsection 11.5 shall be payable promptly after written demand therefor. (f) The Credit Parties shall indemnify the Administrative Agent, the Lenders and each Issuer for, and hold the Administrative Agent, the Lenders and each Issuing Lender harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Administrative Agent, the Lenders and the Issuing Lenders for any broker, finder or consultant (C) with respect to any agreementsuch Indemnified Party, arrangement or understanding made by or on behalf the failure of Borrower or such Indemnified Party (and its Affiliates) to comply with any Requirement of Borrower’s Subsidiaries Law. The agreements in connection with this Section 9.5(a) shall survive the transactions contemplated by this Agreement. (g) The Credit Parties agree that any indemnification or other protection provided to any Indemnitee pursuant to termination of this Agreement (including pursuant to this subsection 11.5) or any other Credit Document shall (i) survive and the payment in full of the Obligations, (ii) survive the release of Loans and all or any portion of the Collateral and (iii) inure to the benefit of any Person that was at any time an Indemnitee under this Agreement or any other Credit Documentamounts payable hereunder.

Payment of Expenses and Taxes; Indemnification. The Borrower agrees (a) Borrower agrees to pay (i) or reimburse the Agents for all their reasonable and documented out-of-pocket costs and expenses (other than Taxes) incurred by each in connection with the syndication, preparation, negotiation and execution of, and any amendment, waiver, supplement or modification to, this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of this Agreement and the Agents transactions contemplated hereby and their respective Affiliatesthereby, including the reasonable fees, disbursements and other charges and disbursements of one counsel to the Agents 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 the Agents in connection with the syndication each group of the credit facilities provided for hereinaffected Indemnified Parties, (b) to pay or reimburse each Lender, the preparation Collateral Agent and administration of the Credit Documents or any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated or any such amendment, modification or waiver becomes effective), (ii) Administrative Agent for all its reasonable and documented out-of-pocket costs and expenses incurred by the Issuing Lenders in connection with the issuance, amendment, renewal enforcement or extension preservation of any Letter of Credit or any demand for payment thereunder and rights (iiiincluding workout proceedings) all reasonable out-of-pocket expenses incurred by the Agentsunder this Agreement, the Issuing Lender or other Credit Documents and any Lendersuch other documents, including the reasonable fees, disbursements and other charges of one counsel to the Agents 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 (c) to pay, indemnify, and hold harmless each Lender, the Collateral Agent and the Administrative Agent and their respective directors, officers, employees, trustees, agents and affiliates (the “Indemnified Parties”) from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any counsel for the Agentskind or nature whatsoever, the Issuing Lender 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 Lender, in connection with the enforcement or protection of their rights in connection with the Credit Documents, including their rights under this subsection 11.5, or in connection with the Loans made, or Letters of Credit issued or drawn hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. (b) The Credit Parties agree to indemnify the Agents, the Issuing Lender and each Lender, and each of their Affiliates, officers, directors, employees, agents, trustees, advisors and controlled parties of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expensesother Person, including the reasonable fees, disbursements and other charges of one counsel to the Indemnified Parties 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, with respect to the execution, delivery, enforcement, performance (and, with respect to each Agent and disbursements its directors, officers, employees, trustees and agents, syndication, administration of any counsel (and environmental consultants or professionalsthis Agreement) for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of any Credit Document or any other agreement or instrument contemplated hereby, the performance by the parties to the Credit Documents and any actual or proposed use of their respective obligations thereunder or the consummation proceeds of any Loan, including any of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an Issuing Lenders to honor a demand for payment under a Letter of Credit if the documents presented foregoing in connection with such demand do not strictly comply with the terms or arising out of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials at, on, atunder, under to or from any Mortgaged Property assets or any other property currently or formerly properties owned, leased or otherwise operated by any Credit Party or any of its Subsidiaries or any Environmental Actions, Environmental Liabilities or Remedial Actions related in any way to any such assets or properties of any Credit Party or any of its Subsidiaries (all the foregoing in this clause (c), collectively, the “indemnified liabilities”); provided that the Borrower shall have no obligation hereunder to Indemnified Parties with respect to indemnified liabilities arising from (x) the gross negligence, bad faith or willful misconduct of the party to be indemnified (as determined in a final non-appealable judgment by a court of competent jurisdiction) or (y) any dispute solely between or among Indemnified Parties other 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 Subsidiaries, or any liability under Environmental Laws related Affiliates. The agreements in any way to Borrower or any of its Subsidiaries, (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any this Section 13.5 shall survive repayment of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence, breach of this Agreement or other Credit Documents or willful misconduct of such Indemnitees or (v) any Loans 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 (other than withholding taxes), if any, which may be amounts payable or determined to be payable in connection with the execution and delivery of, or consummation of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, any Credit Document and any such other documentshereunder. (c) To the extent that a Credit Party fails to pay any amount required to be paid by them to an Agent or an Issuing Lender under paragraph (a) or (b) of this subsection 11.5, each Lender severally agrees to pay to such Agent or each Revolving Credit Lender agrees to pay such Issuing Lender, as the case may be, such Lender’s or Revolving Credit Lender’s, as the case may be, pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent or such Issuing Lender in its capacity as such. For purposes hereof, a Lender’s or Revolving Credit Lender’s “pro rata share” shall be determined based upon its share of the sum of the aggregate amount of the total Loans and Revolving Credit Commitments or Revolving Credit Loans and Revolving Credit Commitments, as the case may be, at the time. (d) To the extent permitted by applicable law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan, Letter of Credit or the use of the proceeds thereof. (e) All amounts due under this subsection 11.5 shall be payable promptly after written demand therefor. (f) The Credit Parties shall indemnify the Administrative Agent, the Lenders and each Issuer for, and hold the Administrative Agent, the Lenders and each Issuing Lender harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Administrative Agent, the Lenders and the Issuing Lenders for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of Borrower or any of Borrower’s Subsidiaries in connection with the transactions contemplated by this Agreement. (g) The Credit Parties agree that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this subsection 11.5) or any other Credit Document shall (i) survive payment in full of the Obligations, (ii) survive the release of all or any portion of the Collateral and (iii) inure to the benefit of any Person that was at any time an Indemnitee under this Agreement or any other Credit Document.

Payment of Expenses and Taxes; Indemnification. Borrower agrees, (a) Borrower agrees to pay (i) or reimburse the Agents and Arranger for all their reasonable out-of-pocket costs and expenses incurred by each in connection with due diligence in respect of the Agents transactions contemplated by this Agreement, the development, preparation and their respective Affiliatesexecution 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 and disbursements of counsel retained by, or for the Agents in connection with the syndication of the credit facilities provided for hereinbenefit of, the preparation and administration of the Credit Documents or any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated or any such amendment, modification or waiver becomes effective)Agents, (iib) to pay or reimburse each Lender and the Agents for all their reasonable out-of-pocket costs and expenses incurred by the Issuing Lenders in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Agents, the Issuing Lender or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Agents, the Issuing Lender or any Lender, in connection with the enforcement or protection preservation of their rights in connection with the Credit Documents, including their any rights under this subsection 11.5Agreement, the other Credit Documents and any such other documents, or in connection with the Loans made, or Letters of Credit issued or drawn made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. (b) The Credit Parties agree to indemnify the Agents, the Issuing Lender and each LenderLoans, and each of their Affiliates, officers, directors, employees, agents, trustees, advisors and controlled parties of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, disbursements and other charges of counsel to each Lender and disbursements of any counsel (and environmental consultants or professionals) for any Indemnitee, incurred retained by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) for the execution or delivery of any Credit Document or any other agreement or instrument contemplated hereby, the performance by the parties to the Credit Documents of their respective obligations thereunder or the consummation benefit of the Transactions or any other transactions contemplated herebyAgents, (iic) any Loan or Letter of Credit or to pay, indemnify, and hold harmless each Lender and the use of the proceeds therefrom (including any refusal by an Issuing Lenders to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on, at, under or Agents from any Mortgaged Property or any other property currently or formerly owned, leased or otherwise operated by Borrower or any of its Subsidiaries, or any liability under Environmental Laws related in any way to Borrower or any of its Subsidiaries, (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 party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence, breach of this Agreement or other Credit Documents or willful misconduct of such Indemnitees or (v) 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 (other than withholding taxes)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, any this Agreement, the other Credit Document Documents and any such other documents. , (cd) To the extent that a Credit Party fails to pay or reimburse Collateral Agent for all reasonable fees, costs and expenses incurred in exercising its rights under Section 8.16 and (e) to pay, indemnify and hold harmless each Lender, Arranger and the Agents and their respective Related Parties from and against any amount required and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, and reasonable out-of-pocket costs, expenses or disbursements of any kind or nature whatsoever, including reasonable fees, disbursements and other charges of counsel, with respect to be paid by them to an Agent or an Issuing Lender under paragraph (a) or (b) the execution, delivery, enforcement, performance and administration of this subsection 11.5Agreement, each Lender severally agrees to pay to the other Credit Documents and any such Agent or each Revolving Credit Lender agrees to pay such Issuing Lenderother documents, as the case may be, such Lender’s or Revolving Credit Lender’s, as the case may be, pro rata share (determined as including any of the time that foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law or any actual or alleged presence of Hazardous Materials applicable unreimbursed expense to the operations of each Credit Party, any of their respective Subsidiaries or indemnity payment is sought) any of such unpaid amounttheir Real Property (all the foregoing in this clause (e), collectively, the “Indemnified Liabilities”); provided that the unreimbursed expense Credit Parties shall not have any obligation hereunder to the Agents, Arranger or indemnified any Lender nor any of their Related Parties with respect to Indemnified Liabilities (i) to the extent that any such claimed Indemnified Liability is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from (x) 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 dispute solely among or between the Agents, Arranger, any Lender, or any of their Related Parties that does not arise out of any act or omission of any Credit Party or any its Subsidiaries. The agreements in this Section 12.05 shall survive repayment of the Loans and all other amounts payable 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, damage, liability claim or related expense, as the case may be, was incurred by or asserted against such Agent or such Issuing Lender in its capacity as suchdamage and Other Taxes. For purposes hereof, a Lender’s or Revolving Credit Lender’s “pro rata share” shall be determined based upon its share of the sum of the aggregate amount of the total Loans and Revolving Credit Commitments or Revolving Credit Loans and Revolving Credit Commitments, as the case may be, at the time. (d) To the fullest extent permitted by applicable lawApplicable Law, no neither any Agent, Lender or Credit Party shall assert, and each Agent, Lender and Credit Party hereby waives, any claim against any Indemniteesuch 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 Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the Transactionstransactions contemplated hereby or thereby, any Loan, Letter of Credit the Loans or the use of the proceeds thereof. (e) All amounts due under this subsection 11.5 . No Lender, Arranger, Agent nor any of their respective Related Parties shall be payable promptly after written demand therefor. (f) The Credit Parties shall indemnify the Administrative Agent, the Lenders and each Issuer for, and hold the Administrative Agent, the Lenders and each Issuing Lender harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Administrative Agent, the Lenders and the Issuing Lenders liable for any brokerdamages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, finder electronic or consultant with respect to any agreement, arrangement or understanding made by or on behalf of Borrower or any of Borrower’s Subsidiaries other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated by this Agreementhereby or thereby. (g) The Credit Parties agree that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this subsection 11.5) or any other Credit Document shall (i) survive payment in full of the Obligations, (ii) survive the release of all or any portion of the Collateral and (iii) inure to the benefit of any Person that was at any time an Indemnitee under this Agreement or any other Credit Document.

Payment of Expenses and Taxes; Indemnification. (a) Each Borrower ---------------------------------------------- agrees severally (ratably, in accordance with its Allocation) (a) to pay (i) all reimburse the Administrative Agent for its reasonable out-of-pocket costs and expenses incurred by each 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 Agents transactions contemplated hereby and their respective Affiliatesthereby, including including, without limitation, the reasonable fees, charges fees and disbursements of counsel for to the Agents in connection with Administrative Agent; provided, however, that the syndication of the credit facilities provided for herein, the preparation and administration of the Credit Documents or any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated or any such amendment, modification or waiver becomes effective), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Lenders in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Agents, the Issuing Lender or any Lender, including the reasonable fees, charges fees and disbursements of any counsel to the Administrative Agent incurred for the Agentspreparation of this Agreement and the other Loan Documents shall be limited as previously agreed to by the Borrowers and the Administrative Agent, (b) to reimburse each Lender and the Issuing Lender or any Lender, Administrative Agent for all its costs and expenses incurred in connection with the enforcement or protection preservation of their rights in connection with the Credit Documents, including their any rights under this subsection 11.5Agreement with respect to such Borrower, or in connection with the Loans madeother Loan Documents and any such other documents, or Letters including, without limitation, the fees and disbursements of Credit issued or drawn hereundercounsel to each Lender and of counsel to the Administrative Agent, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. (bc) The Credit Parties agree to indemnify the Agents, the Issuing Lender and each Lender, and each of their Affiliates, officers, directors, employees, agents, trustees, advisors and controlled parties of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless Lender and the Administrative Agent harmless, from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel (and environmental consultants or professionals) for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of any Credit Document or any other agreement or instrument contemplated hereby, the performance by the parties to the Credit Documents of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an Issuing Lenders to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on, at, under or from any Mortgaged Property or any other property currently or formerly owned, leased or otherwise operated by Borrower or any of its Subsidiaries, or any liability under Environmental Laws related in any way to Borrower or any of its Subsidiaries, (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 party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence, breach of this Agreement or other Credit Documents or willful misconduct of such Indemnitees or (v) 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 (other than withholding 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, any Credit Document this Agreement, the other Loan Documents and any such other documents. (c) To the extent that a Credit Party fails to pay any amount required to be paid by them to an Agent or an Issuing Lender under paragraph (a) or (b) of this subsection 11.5, each Lender severally agrees to pay documents with respect to such Agent or each Revolving Credit Lender agrees to pay such Issuing LenderBorrower, as the case may be, such Lender’s or Revolving Credit Lender’s, as the case may be, pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent or such Issuing Lender in its capacity as such. For purposes hereof, a Lender’s or Revolving Credit Lender’s “pro rata share” shall be determined based upon its share of the sum of the aggregate amount of the total Loans and Revolving Credit Commitments or Revolving Credit Loans and Revolving Credit Commitments, as the case may be, at the time. (d) To to indemnify and hold each Lender and the extent permitted by applicable lawAdministrative Agent (and their respective affiliates, no Credit Party shall assertdirectors, officers, agents and each Credit Party hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages employees (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated herebycollectively with the Administrative Agent and the Lenders, the Transactions, any Loan, Letter of Credit or the use of the proceeds thereof. (e"Indemnified Parties")) All amounts due under this subsection 11.5 shall be payable promptly after written demand therefor. (f) The Credit Parties shall indemnify the Administrative Agent, the Lenders and each Issuer for, and hold the Administrative Agent, the Lenders and each Issuing Lender harmless from and against, against any and all claims for brokerage commissionsother ------------------- liabilities, fees and other compensation made against the Administrative Agentobligations, the Lenders and the Issuing Lenders for losses, damages, penalties, actions, judgments, suits, costs, out-of-pocket expenses or disbursements of any broker, finder kind or consultant with respect to any agreement, arrangement nature whatsoever arising from or understanding made by or on behalf of Borrower or any of Borrower’s Subsidiaries in connection with the transactions contemplated by actual or proposed use of proceeds or the execution, delivery, enforcement, performance and administration of this Agreement. , the other Loan Documents and any such other documents (g) The Credit Parties agree all the foregoing in this clause (d), collectively, the "indemnified liabilities"), ----------------------- provided, that any indemnification or other protection provided such Borrower shall have no obligation hereunder to any Indemnitee pursuant to this Agreement (including pursuant to this subsection 11.5) the -------- Administrative Agent or any other Credit Document shall Lender with respect to indemnified liabilities arising from (i) survive payment in full the gross negligence or willful misconduct of the ObligationsAdministrative Agent or any such Lender, (ii) survive disputes arising between or among the release of all Lenders or any portion of the Collateral and (iii) inure the failure of the Administrative Agent (and its Affiliates) or of any Lender to comply with any Requirement of Law. The agreements in this Section shall survive repayment of the Loans and all other amounts payable hereunder. (b) Notwithstanding any other provision in this Agreement to the benefit of contrary, to the extent any Person that was at obligation to reimburse or indemnify any time an Indemnitee under this Agreement Indemnified Party arises pursuant to Section 9.5(a) is not attributable to any particular Borrower, then such reimbursement or indemnification shall be made by each Borrower (ratably, in accordance with its Allocation). To the extent any such obligation to reimburse or indemnify any Indemnified Party is attributable to one or more Borrowers, then such reimbursement or indemnification shall be made ratably by each such Borrower any by no other Credit DocumentBorrower.

Payment of Expenses and Taxes; Indemnification. (a) The Borrower agrees to pay (i) all to reimburse the Administrative Agent for its reasonable out-of-pocket costs and expenses incurred by each 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 Agents transactions contemplated hereby and their respective Affiliatesthereby, including including, without limitation, the reasonable fees, charges fees and disbursements of counsel for to the Agents in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Credit Documents or any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated or any such amendment, modification or waiver becomes effective)Administrative Agent, (ii) to reimburse each Lender and the Administrative Agent for all reasonable out-of-pocket its costs and expenses incurred by the Issuing Lenders in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Agents, the Issuing Lender or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Agents, the Issuing Lender or any Lender, in connection with the enforcement or protection preservation of their rights in connection with the Credit Documents, including their any rights under this subsection 11.5, or in connection Agreement with respect to the Loans made, or Letters of Credit issued or drawn hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. (b) The Credit Parties agree to indemnify the AgentsBorrower, the Issuing Lender other Loan Documents and each Lenderany such other documents, and each of their Affiliatesincluding, officerswithout limitation, directors, employees, agents, trustees, advisors and controlled parties of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges fees and disbursements of any counsel (to each Lender and environmental consultants or professionals) for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of any Credit Document or any other agreement or instrument contemplated hereby, the performance by the parties counsel to the Credit Documents of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an Issuing Lenders to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit)Administrative Agent, (iii) any actual or alleged presence or release of Hazardous Materials onto indemnify and hold each Lender and the Administrative Agent harmless, atfrom, under or from any Mortgaged Property or any other property currently or formerly owned, leased or otherwise operated by Borrower or any of its Subsidiaries, or any liability under Environmental Laws related in any way to Borrower or any of its Subsidiaries, (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 party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence, breach of this Agreement or other Credit Documents or willful misconduct of such Indemnitees or (v) 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 (other than withholding 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 Credit Document such other documents with respect to the Borrower, and (iv) to indemnify and hold each Lender and the Administrative Agent (and their respective affiliates, directors, officers, agents and employees (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 other Loan Documents and any such other documents. (c) To , from the extent that a Credit Party fails to pay any amount required to be paid by them to an Agent Borrower’s use of proceeds or an Issuing Lender under paragraph (a) or (b) of this subsection 11.5the commitment, each Lender severally agrees to pay to such Agent or each Revolving Credit Lender agrees to pay such Issuing Lender, as the case may be, such Lender’s or Revolving Credit Lender’s, as the case may be, pro rata share (determined as from failure of the time Borrower to comply with rules, regulations and laws regarding the business of mutual funds, from false or incorrect representations or warranties or other information provided in connection with this Agreement, or from failure of the Borrower to comply with covenants in a timely manner (all the foregoing in this clause (iv) , collectively, the “indemnified liabilities”), provided, that the applicable unreimbursed expense Borrower shall have no obligation hereunder to any Indemnified Party with respect to indemnified liabilities arising from (A) with respect to any Indemnified Party, the gross negligence or indemnity payment is sought) willful misconduct of such unpaid amount; provided that Indemnified Party as finally determined in a nonappealable judgment by a court of competent jurisdiction, (B) disputes arising between or among the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent or such Issuing Lender in its capacity as such. For purposes hereof, a Lender’s or Revolving Credit Lender’s “pro rata share” shall be determined based upon its share of the sum of the aggregate amount of the total Loans Lenders and Revolving Credit Commitments or Revolving Credit Loans and Revolving Credit Commitments, as the case may be, at the time. (d) To the extent permitted by applicable law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan, Letter of Credit or the use of the proceeds thereof. (e) All amounts due under this subsection 11.5 shall be payable promptly after written demand therefor. (f) The Credit Parties shall indemnify the Administrative Agent, the Lenders and each Issuer for, and hold the Administrative Agent, the Lenders and each Issuing Lender harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Administrative Agent, the Lenders and the Issuing Lenders for any broker, finder or consultant (C) with respect to any agreementsuch Indemnified Party, arrangement or understanding made by or on behalf the failure of Borrower or such Indemnified Party (and its Affiliates) to comply with any Requirement of Borrower’s Subsidiaries Law. The agreements in connection with this Section 9.5 shall survive the transactions contemplated by this Agreement. (g) The Credit Parties agree that any indemnification or other protection provided to any Indemnitee pursuant to termination of this Agreement (including pursuant to this subsection 11.5) or any other Credit Document shall (i) survive and the payment in full of the Obligations, (ii) survive the release of Loans and all or any portion of the Collateral and (iii) inure to the benefit of any Person that was at any time an Indemnitee under this Agreement or any other Credit Documentamounts payable hereunder.

Payment of Expenses and Taxes; Indemnification. (a) The Borrower agrees to pay within thirty (i30) days after receipt of an invoice therefor, all costs and expenses in connection with the preparation, negotiation, execution, delivery, registration and administration of this Agreement, the Note and the other Credit Documents and any amendment, supplement or modification to or extension or restatement of, this Agreement and the other 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 the reasonable fees and out-of-pocket expenses incurred by each of the Agents and their respective Affiliates, including the reasonable fees, charges and disbursements of counsel and of technical advisors and consultants for the Agents in connection Administrative Agent with respect thereto and with respect to advising the syndication Administrative Agent as to its rights and responsibilities under this Agreement; provided, however, that so long as no Event of the credit facilities provided for hereinDefault shall have occurred and be continuing, the preparation and administration of the Credit Documents or any amendments, modifications or waivers of the provisions thereof Borrower’s prior written consent (whether or not the transactions contemplated hereby or thereby to be unreasonably withheld) shall be consummated obtained before the Administrative Agent retains a technical advisor or other technical consultant. The Borrower further agrees to pay on demand all losses, costs and expenses, if any such amendment, modification or waiver becomes effective(including reasonable counsel fees and expenses), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Lenders in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Agents, the Issuing Lender or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Agents, the Issuing Lender or any Lender, in connection with the preservation of any rights of the Lenders under, or the enforcement of, or protection legal advice in respect of their the rights in connection with or responsibilities of the Lenders under, this Agreement, the Note and the other Credit Documents, including their rights under this subsection 11.5losses, 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 Loans made, or Letters Loan in the nature of Credit issued or drawn hereunder, including all such out-of-pocket expenses incurred during any a “workout, restructuring or negotiations in respect of such Loans or Letters of Credit. (b) ” The Credit Parties agree Borrower further agrees to indemnify the Agents, the Issuing Lender and each Lenderpay on demand, and each of their Affiliates, officers, directors, employees, agents, trustees, advisors and controlled parties of any of the foregoing Persons (each such Person being called an “Indemnitee”) againstto indemnify, and hold each Indemnitee Lender and the Administrative Agent harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel (and environmental consultants or professionals) for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of any Credit Document or any other agreement or instrument contemplated hereby, the performance by the parties to the Credit Documents of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an Issuing Lenders to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on, at, under or from any Mortgaged Property or any other property currently or formerly owned, leased or otherwise operated by Borrower or any of its Subsidiaries, or any liability under Environmental Laws related in any way to Borrower or any of its Subsidiaries, (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 party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence, breach of this Agreement or other Credit Documents or willful misconduct of such Indemnitees or (v) 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 (other than withholding 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, any the Credit Document Documents and any such other documents. (c) To the extent that a Credit Party fails to pay any amount required to be paid by them to an Agent or an Issuing Lender under paragraph (a) or (b) of this subsection 11.5, each Lender severally Each Credit Party agrees to pay to such Agent or pay, indemnify, and hold each Revolving Credit Lender agrees to pay such Issuing Lender, as the case may be, such Lender’s or Revolving Credit Lender’s, as the case may be, pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent or such Issuing Lender in its capacity as such. For purposes hereof, a Lender’s or Revolving Credit Lender’s “pro rata share” shall be determined based upon its share of the sum of the aggregate amount of the total Loans and Revolving Credit Commitments or Revolving Credit Loans and Revolving Credit Commitments, as the case may be, at the time. (d) To the extent permitted by applicable law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan, Letter of Credit or the use of the proceeds thereof. (e) All amounts due under this subsection 11.5 shall be payable promptly after written demand therefor. (f) The Credit Parties shall indemnify the Administrative Agent, the Lenders their respective Affiliates and each Issuer fortheir respective directors, partners, managers, principals, officers, employees, agents, consultants and hold the Administrative Agentrepresentatives (collectively, the Lenders and each Issuing Lender “Indemnified Parties”) harmless from and against, any and all claims for brokerage commissionsother liabilities, fees obligations, losses, damages, penalties, actions, claims, judgments, awards, fines, settlements, suits, costs, charges, expenses or disbursements of any kind or nature whatsoever (irrespective of whether the Indemnified Party is named as a party to any litigation or proceeding and whether it is joint, several or joint and several) with respect to the execution, delivery, enforcement, performance and administration of any Credit Document, any such other compensation made against documents, agreements and Instruments or the Administrative Agenttransactions contemplated thereby, the Lenders and use, or proposed use, of proceeds of the Issuing Lenders for any brokerLoan, finder or consultant otherwise with respect to any agreement, arrangement Project or understanding made by or on behalf of Borrower Property or any activity, occurrence or event thereon or associated therewith (all of Borrower’s Subsidiaries the foregoing, collectively, a “Third Party Claim”), and will reimburse the Indemnified Parties for all costs and expenses (including reasonable attorneys’ fees and expenses) on demand as they are incurred in connection with the transactions contemplated by this Agreement. (g) The Credit Parties agree that investigation of, preparation for or defense or prosecution of any indemnification pending or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this subsection 11.5) threatened Third Party Claim or any other Credit Document action or proceeding arising therefrom; provided, however, that the Borrower shall not have any obligation hereunder to the Administrative Agent or any Lender with respect to Third Party Claims arising from (i) survive payment in full the gross negligence or willful misconduct of the ObligationsAdministrative Agent or any such Lender, as determined by a court of competent jurisdiction in a final and non-appealable judgment or (ii) survive any other loan facility involving the release of all Administrative Agent or any portion of the Collateral a Lender and (iii) inure a Property or Project that does not involve or is not attributable to the benefit of any Person that was at any time an Indemnitee under a Credit Party, a Credit Party’s interest therein or actions with respect thereto, this Agreement or any other Credit Document; provided, further, that (i) each Indemnified Party shall promptly notify the Borrower in writing upon becoming aware of the initiation of any Third Party Claim against it, (ii) the Borrower shall be entitled to participate in the defense of any such Third Party Claim and, if the Borrower so chooses, to assume the defense, at the Borrower’s expense, of any such Third Party Claim with counsel selected by the Borrower (it being understood that any Indemnified Party shall have the right to participate in such defense and employ counsel separate from the counsel employed by the Borrower, and that such counsel shall be at the expense of such Indemnified Party unless such Indemnified Party shall have been advised by counsel that there may be legal defenses available to it that are inconsistent with or in addition to those available to the Borrower, in which case such counsel shall be at the Borrower’s expense) and (iii) no Indemnified Party shall settle any Third Party Claim without the Borrower’s prior written consent (such consent not to be unreasonably withheld). The agreements in this Section 10.6 shall survive repayment of the Loan, Note and all other amounts payable hereunder.

Payment of Expenses and Taxes; Indemnification. (a) The Borrower agrees to pay (i) pay or reimburse the Administrative Agent and WFS for all reasonable out-of-pocket costs and expenses incurred by each in connection with the development, preparation, negotiation, printing and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the Agents transactions contemplated hereby and their respective Affiliates, thereby (including the reasonable feesTransactions), charges together with the fees and disbursements of counsel for to the Agents in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Credit Documents or any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated or any such amendment, modification or waiver becomes effective)Administrative Agent, (ii) to pay or reimburse each Lender and the Administrative Agent for all reasonable out-of-pocket its costs and expenses incurred by the Issuing Lenders in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Agents, the Issuing Lender or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Agents, the Issuing Lender or any Lender, in connection with the enforcement or protection preservation of their rights in connection with the Credit Documents, including their any rights under this subsection 11.5Agreement, or in connection with the Loans made, or Letters of Credit issued or drawn hereunderNotes and any such other documents, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. (b) The Credit Parties agree to indemnify without limitation the Agents, the Issuing Lender and each Lender, and each of their Affiliates, officers, directors, employees, agents, trustees, advisors and controlled parties of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges fees and disbursements of any counsel to the Administrative Agent and to the Lenders (but limited to one outside counsel and environmental consultants or professionalsone financial advisor for the Administrative Agent (plus one local counsel in each jurisdiction and one regulatory counsel, if necessary) for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, and in connection with, or as a result of (i) the execution or delivery case of any Credit Document or any other agreement or instrument contemplated herebyconflict of interest between the Administrative Agent and the Lenders, one additional outside counsel and one additional financial advisor for the performance by the parties to the Credit Documents of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated herebyLenders (plus one local counsel in each jurisdiction and one regulatory counsel, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an Issuing Lenders to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Creditnecessary)), (iii) any actual or alleged presence or release of Hazardous Materials onon demand, atto pay, under or from any Mortgaged Property or any other property currently or formerly ownedindemnify, leased or otherwise operated by Borrower or any of its Subsidiariesand hold each Lender, or any liability under Environmental Laws related in any way to Borrower or any of its Subsidiariesthe Administrative Agent and WFS harmless from, (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 party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence, breach of this Agreement or other Credit Documents or willful misconduct of such Indemnitees or (v) 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 (other than withholding 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 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, any the Credit Document Documents and any such other documents. (c) To the extent that a Credit Party fails to pay any amount required to be paid by them to an Agent or an Issuing Lender under paragraph (a) or (b) of this subsection 11.5, each Lender severally agrees to pay to such Agent or each Revolving Credit Lender agrees to pay such Issuing Lender, as the case may be, such Lender’s or Revolving Credit Lender’s, as the case may be, pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent or such Issuing Lender in its capacity as such. For purposes hereof, a Lender’s or Revolving Credit Lender’s “pro rata share” shall be determined based upon its share of the sum of the aggregate amount of the total Loans and Revolving Credit Commitments or Revolving Credit Loans and Revolving Credit Commitments, as the case may be, at the time. (d) To the extent permitted by applicable law, no Credit Party shall assert, and each Credit Party hereby waives(iv) to pay, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan, Letter of Credit or the use of the proceeds thereof. (e) All amounts due under this subsection 11.5 shall be payable promptly after written demand therefor. (f) The Credit Parties shall indemnify the Administrative Agent, the Lenders and each Issuer forindemnify, and hold each Lender, the Administrative Agent, the Lenders Agent and WFS and each Issuing Lender of their respective Affiliates, employees, agents, attorneys, officers and directors (each an “Indemnified Person”) harmless from and against, any and all claims other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (but limited in the case of counsel and financial advisors to one outside counsel and one financial advisor for brokerage commissions, fees and other compensation made against the Administrative AgentAgent (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 the Issuing Lenders for any brokerone regulatory counsel, finder or consultant if necessary) with respect to the execution, delivery, enforcement, performance or administration of the Credit Documents or any agreementsuch other documents and the use, arrangement or understanding made proposed use, of proceeds of the Loans or otherwise relating in any way to any of the foregoing and the negotiation and consummation of the Transactions and the Debt Restructuring (all of the foregoing, collectively, “Indemnified Liabilities”); provided that the Borrower shall not have any obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of such Indemnified Person, as determined in a final, non-appealable judgment by a court of competent jurisdiction. (b) The Borrower further agrees to defend, indemnify and hold harmless the Indemnified Parties from and against any and all claims (including claims of third parties), demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or on behalf nature known or unknown, contingent or otherwise, arising out of, or in any way relating to the violation or alleged violation of, noncompliance or alleged noncompliance with, or liability under, any Environmental Law applicable to the operations of the Borrower or any of Borrowerits Subsidiaries, the Properties or any other location, or any orders, requirements or demands of Governmental Authorities related thereto, including 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, as determined by a final and non-appealable decision of a court of competent jurisdiction. Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower agrees not to assert and to cause its Subsidiaries in connection not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with the transactions contemplated 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 this Agreementstatute or otherwise against any Indemnified Parties. (gc) The Credit Parties agree that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this subsection 11.5) or any other Credit Document shall (i) survive payment in full Each of the Obligationsparties hereto hereby irrevocably and unconditionally waives, (ii) survive the release of all or any portion of the Collateral and (iii) inure to the benefit of maximum extent not prohibited by law, any Person that was at right it may have to claim or recover in any time an Indemnitee under legal action or proceeding relating to this Agreement or any other Credit Document, any special, exemplary, punitive or consequential damages. (d) The agreements in this Section 9.5 shall survive repayment of the Loans, Notes and all other amounts payable hereunder.

Payment of Expenses and Taxes; Indemnification. (a) Borrower agrees The Borrowers agree (a) to pay (i) or reimburse the Agent for all reasonable and documented out-of-pocket costs and expenses incurred by each of the Agents and their respective Affiliates, including the reasonable fees, charges and disbursements of counsel for the Agents in connection with the syndication of development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the credit facilities provided for hereinother Loan Documents and any other documents prepared in connection herewith or therewith, and the preparation consummation and administration of the Credit Documents or any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated or any such amendmentand thereby, modification or waiver becomes effective)including the reasonable, (ii) all reasonable documented and out-of-pocket expenses incurred by the Issuing Lenders in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Agents, the Issuing Lender or any Lender, including the reasonable fees, charges fees and disbursements of any counsel to the Agent 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, (b) to pay or reimburse each Lender and the Agent for the Agents, the Issuing Lender or any Lender, all its costs and expenses incurred in connection with the enforcement or protection preservation of their rights in connection with the Credit Documents, including their any rights under this subsection 11.5Agreement, or in connection with the Loans made, or Letters of Credit issued or drawn hereunderother Loan Documents and any such other documents, including all such outthe fees and disbursements of counsel (including the allocated fees and expenses of in-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. (bhouse counsel) The Credit Parties agree to indemnify the Agents, the Issuing each Lender and each Lenderof counsel to the Agent, and each of their Affiliates(c) to pay, officers, directors, employees, agents, trustees, advisors and controlled parties of any of the foregoing Persons (each such Person being called an “Indemnitee”) againstindemnify, and hold each Indemnitee the Agent and the Lenders harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel (and environmental consultants or professionals) for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of any Credit Document or any other agreement or instrument contemplated hereby, the performance by the parties to the Credit Documents of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an Issuing Lenders to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on, at, under or from any Mortgaged Property or any other property currently or formerly owned, leased or otherwise operated by Borrower or any of its Subsidiaries, or any liability under Environmental Laws related in any way to Borrower or any of its Subsidiaries, (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 party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence, breach of this Agreement or other Credit Documents or willful misconduct of such Indemnitees or (v) 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 (other than withholding 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, any Credit Document this Agreement, the other Loan Documents and any such other 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 the Lenders, and, if necessary, a single firm of local counsel to Administrative Agent together with the Lenders in each appropriate jurisdiction and a single special or regulatory counsel to the extent necessary or appropriate in each specialty area, in each case, incurred in connection with the Loan Documents or related transactions. (cb) To The Borrowers agree to pay, indemnify, and hold the each Lender and the Agent and their respective officers, directors, employees, affiliates, agents and controlling persons (each, an “Indemnitee”) 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 with respect to (i) the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including any of the foregoing relating to the use of proceeds of the Loans, (ii) the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of any Loan Party or any of the Mortgaged Properties, or (iii) actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (including the cost of successfully defending itself against a claim brought by a party hereto) (all the foregoing in this clause (b), collectively, the “Indemnified Liabilities”); provided, that the Borrowers shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent that such Indemnified Liabilities are found by a Credit Party fails final and non-appealable decision of a court of competent jurisdiction to pay any amount required to be paid by them to an Agent have resulted from the gross negligence or an Issuing Lender under paragraph (a) or (b) of this subsection 11.5, each Lender severally agrees to pay to such Agent or each Revolving Credit Lender agrees to pay such Issuing Lender, as the case may be, such Lender’s or Revolving Credit Lender’s, as the case may be, pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) willful misconduct of such unpaid amount; provided that Indemnitee. Without limiting the unreimbursed expense or indemnified lossforegoing, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent or such Issuing Lender in its capacity as such. For purposes hereof, a Lender’s or Revolving Credit Lender’s “pro rata share” shall be determined based upon its share of the sum of the aggregate amount of the total Loans and Revolving Credit Commitments or Revolving Credit Loans and Revolving Credit Commitments, as the case may be, at the time. (d) To to the extent permitted by applicable law, no Credit Party shall the Borrowers agree not to assert and to cause its Subsidiaries not to assert, and each Credit Party hereby waiveswaive and agree to cause their Subsidiaries to waive, all rights for contribution or any claim 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, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan, Letter of Credit or the use of the proceeds thereof. (ec) All amounts due under this subsection 11.5 Section 9.5 shall be payable promptly not later than ten (10) days after written demand therefor. (f) . The Credit Parties agreements in this Section 9.5 shall indemnify survive the Administrative Agent, payment of the Lenders and each Issuer for, and hold the Administrative Agent, the Lenders and each Issuing Lender harmless from and against, any Loans and all claims for brokerage commissions, fees and other compensation made against the Administrative Agent, the Lenders amounts payable hereunder and the Issuing Lenders for any broker, finder resignation or consultant with respect to any agreement, arrangement or understanding made by or on behalf of Borrower or any of Borrower’s Subsidiaries in connection with the transactions contemplated by this Agreement. (g) The Credit Parties agree that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this subsection 11.5) or any other Credit Document shall (i) survive payment in full removal of the Obligations, (ii) survive the release of all or any portion of the Collateral and (iii) inure to the benefit of any Person that was at any time an Indemnitee under this Agreement or any other Credit DocumentAgent.

Payment of Expenses and Taxes; Indemnification. (a) The Borrower agrees to pay shall (i) pay or reimburse the Administrative Agent for all reasonable and documented out-of-pocket costs and expenses in connection with any amendment, supplement or modification to this Agreement, the Notes and any other documents prepared in connection herewith or therewith, including, without limitation, the reasonable and documented fees, disbursements and other charges of New York counsel and Mexican counsel to the Administrative Agent, (ii) pay or reimburse for all documented out-of-pocket expenses incurred by each of the Agents Administrative Agent and their respective Affiliates, including the reasonable fees, charges and disbursements of counsel for the Agents in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Credit Documents or any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated or any such amendment, modification or waiver becomes effective), (ii) all reasonable out-of-pocket expenses Lenders incurred by the Issuing Lenders in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Agents, the Issuing Lender or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Agents, the Issuing Lender or any Lender, in connection with the enforcement or protection preservation of their rights in connection with the Credit Documents, including their any rights under this subsection 11.5Agreement, the Notes, and any such other related documents, including, without limitation, the fees and disbursements of counsel to each Lender and of counsel to the Administrative Agent, (iii) pay or in connection with reimburse the Loans made, or Letters Joint Bookrunners for all of Credit issued or drawn hereunder, including all such their reasonable and documented out-of-pocket expenses costs incurred during any workoutin connection with this Agreement and the Notes, restructuring or negotiations in respect of such Loans or Letters of Credit. up to an amount not to exceed U.S.$20,000, (biv) The Credit Parties agree to indemnify the Agentspay, the Issuing Lender and each Lender, and each of their Affiliates, officers, directors, employees, agents, trustees, advisors and controlled parties of any of the foregoing Persons (each such Person being called an “Indemnitee”) againstindemnify, and hold each Indemnitee Lender and the Administrative Agent, harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel (and environmental consultants or professionals) for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of any Credit Document or any other agreement or instrument contemplated hereby, the performance by the parties to the Credit Documents of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an Issuing Lenders to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on, at, under or from any Mortgaged Property or any other property currently or formerly owned, leased or otherwise operated by Borrower or any of its Subsidiaries, or any liability under Environmental Laws related in any way to Borrower or any of its Subsidiaries, (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 party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence, breach of this Agreement or other Credit Documents or willful misconduct of such Indemnitees or (v) 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 (other than withholding 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, any Credit Document this Agreement, the Notes and any such other documents, and (v) pay, indemnify, and hold each Lender, the Administrative Agent and their respective Affiliates and the respective officers, directors, employees, advisors and agents of any of them or such Affiliates harmless from and against any and all other liabilities, losses, damages, penalties, actions, judgments, suits and reasonable and documented related out-of-pocket expenses with respect to the execution, delivery, enforcement and performance of this Agreement, the Notes, and any such other documents and the use or the proposed use of the proceeds of the Loans (all the foregoing in this clause (v), collectively, the “indemnified liabilities”), provided that the Borrower shall have no obligation hereunder to the Administrative Agent or any Lender with respect to indemnified liabilities arising from the gross negligence or willful misconduct of the Administrative Agent or any such Lender, as the case may be. The agreements in this Section shall survive repayment of the Notes and all other amounts payable hereunder. (cb) To the extent that a Credit Party the Borrower fails to pay any amount required to be paid by them it to an the Administrative Agent or an Issuing Lender under paragraph (a) or (b) of this subsection 11.5Section 8.05(a), each Lender severally agrees to pay to such Agent or each Revolving Credit Lender agrees to pay such Issuing Lenderthe Administrative Agent, as the case may be, such Lender’s or Revolving Credit Lender’s, as the case may be, pro rata share Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent or such Issuing Lender in its capacity as such. For purposes hereof, a Lender’s or Revolving Credit Lender’s “pro rata share” shall be determined based upon its share of the sum of the aggregate amount of the total Loans and Revolving Credit Commitments or Revolving Credit Loans and Revolving Credit CommitmentsAdministrative Agent, as the case may be, at the timein their respective capacities as such. (d) To the extent permitted by applicable law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan, Letter of Credit or the use of the proceeds thereof. (e) All amounts due under this subsection 11.5 shall be payable promptly after written demand therefor. (f) The Credit Parties shall indemnify the Administrative Agent, the Lenders and each Issuer for, and hold the Administrative Agent, the Lenders and each Issuing Lender harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Administrative Agent, the Lenders and the Issuing Lenders for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of Borrower or any of Borrower’s Subsidiaries in connection with the transactions contemplated by this Agreement. (g) The Credit Parties agree that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this subsection 11.5) or any other Credit Document shall (i) survive payment in full of the Obligations, (ii) survive the release of all or any portion of the Collateral and (iii) inure to the benefit of any Person that was at any time an Indemnitee under this Agreement or any other Credit Document.

Payment of Expenses and Taxes; Indemnification. (a) The Borrower agrees to pay (i) all to reimburse the Bank for its reasonable out-of-pocket costs, fees and expenses paid or incurred by each in connection with the development, preparation, negotiation and execution of, and any amendment, supplement or modification to, the Commitment Letter, this Agreement and the other Borrower Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the Agents transactions contemplated hereby and their respective Affiliatesthereby, including including, without limitation, the reasonable fees, charges fees and disbursements of counsel to the Bank or accountant's fees and including without limitation a fee of Two Hundred Fifty Dollars ($250.00) for any amendment to the Agents in connection with Letter of Credit, all taxes and assessments, recording fees, the syndication 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 credit facilities provided for hereinCommitment Letter, this Agreement and other documents related to the preparation and administration of the Credit Documents or any amendments, modifications or waivers of the provisions thereof (whether or initial transaction shall not the transactions contemplated hereby or thereby shall be consummated or any such amendment, modification or waiver becomes effective)exceed $25,000, (ii) to reimburse the Bank for all its reasonable out-of-pocket costs and expenses incurred by the Issuing Lenders in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Agents, the Issuing Lender or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Agents, the Issuing Lender or any Lender, in connection with the enforcement or protection preservation of their rights in connection with the Credit Documents, including their any rights under this subsection 11.5, or in connection with the Loans made, or Letters of Credit issued or drawn hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. (b) The Credit Parties agree to indemnify the AgentsAgreement, the Issuing Lender Related Documents and each Lenderany such other documents, and each of their Affiliatesincluding, officerswithout limitation, directors, employees, agents, trustees, advisors and controlled parties of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges fees and disbursements of any counsel (and environmental consultants or professionals) for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of any Credit Document or any other agreement or instrument contemplated hereby, the performance by the parties to the Credit Documents of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an Issuing Lenders to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit)Bank, (iii) any actual or alleged presence or release of Hazardous Materials onto indemnify and hold the Bank harmless, atfrom, under or from any Mortgaged Property or any other property currently or formerly owned, leased or otherwise operated by Borrower or any of its Subsidiaries, or any liability under Environmental Laws related in any way to Borrower or any of its Subsidiaries, (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 party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence, breach of this Agreement or other Credit Documents or willful misconduct of such Indemnitees or (v) 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 (other than withholding 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, any Credit Document this Agreement or the Related Documents and any such other documents. (c) To the extent that a Credit Party fails to pay any amount required to be paid by them to an Agent or an Issuing Lender under paragraph (a) or (b) of this subsection 11.5, each Lender severally agrees to pay to such Agent or each Revolving Credit Lender agrees to pay such Issuing Lender, as the case may be, such Lender’s or Revolving Credit Lender’s, as the case may be, pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent or such Issuing Lender in its capacity as such. For purposes hereof, a Lender’s or Revolving Credit Lender’s “pro rata share” shall be determined based upon its share of the sum of the aggregate amount of the total Loans and Revolving Credit Commitments or Revolving Credit Loans and Revolving Credit Commitments, as the case may be, at the time. (d) To the extent permitted by applicable law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan, Letter of Credit or the use of the proceeds thereof. (e) All amounts due under this subsection 11.5 shall be payable promptly after written demand therefor. (f) The Credit Parties shall indemnify the Administrative Agent, the Lenders and each Issuer for, and hold the Administrative Agent, the Lenders and each Issuing Lender harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Administrative Agent, the Lenders and the Issuing Lenders for any broker, finder or consultant documents with respect to any agreementsuch Borrower, arrangement or understanding made by or on behalf of Borrower or any of Borrower’s Subsidiaries in connection with the transactions contemplated by this Agreement. (g) The Credit Parties agree that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this subsection 11.5) or any other Credit Document shall (i) survive payment in full of the Obligations, (ii) survive the release of all or any portion of the Collateral and (iiiiv) inure to the benefit of any Person that was at any time an Indemnitee under this Agreement or any other Credit Document.indemnify

Payment of Expenses and Taxes; Indemnification. (a) The Borrower agrees to pay (i) all to reimburse the Administrative Agent for its reasonable out-of-pocket costs and expenses incurred by each 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 Agents transactions contemplated hereby and their respective Affiliatesthereby, including including, without limitation, the reasonable fees, charges fees and disbursements of counsel for to the Agents in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Credit Documents or any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated or any such amendment, modification or waiver becomes effective)Administrative Agent, (ii) to reimburse each Lender and the Administrative Agent for all reasonable out-of-pocket its costs and expenses incurred by the Issuing Lenders in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Agents, the Issuing Lender or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Agents, the Issuing Lender or any Lender, in connection with the enforcement or protection preservation of their rights in connection with the Credit Documents, including their any rights under this subsection 11.5, or in connection Agreement with respect to the Loans made, or Letters of Credit issued or drawn hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. (b) The Credit Parties agree to indemnify the AgentsBorrower, the Issuing Lender other Loan Documents and each Lenderany such other documents, and each of their Affiliatesincluding, officerswithout limitation, directors, employees, agents, trustees, advisors and controlled parties of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges fees and disbursements of any counsel (to each Lender and environmental consultants or professionals) for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of any Credit Document or any other agreement or instrument contemplated hereby, the performance by the parties counsel to the Credit Documents of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an Issuing Lenders to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit)Administrative Agent, (iii) any actual or alleged presence or release of Hazardous Materials onto indemnify and hold each Lender and the Administrative Agent harmless, atfrom, under or from any Mortgaged Property or any other property currently or formerly owned, leased or otherwise operated by Borrower or any of its Subsidiaries, or any liability under Environmental Laws related in any way to Borrower or any of its Subsidiaries, (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 party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence, breach of this Agreement or other Credit Documents or willful misconduct of such Indemnitees or (v) 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 (other than withholding 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 Credit Document such other documents with respect to the Borrower, and (iv) to indemnify and hold each Lender and the Administrative Agent (and their respective affiliates, directors, officers, agents and employees (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 other Loan Documents and any such other documents. (c) To , from the extent that a Credit Party fails to pay any amount required to be paid by them to an Agent Borrower’s use of proceeds or an Issuing Lender under paragraph (a) or (b) of this subsection 11.5the commitment, each Lender severally agrees to pay to such Agent or each Revolving Credit Lender agrees to pay such Issuing Lender, as the case may be, such Lender’s or Revolving Credit Lender’s, as the case may be, pro rata share (determined as from failure of the time Borrower to comply with rules, regulations and laws regarding the business of mutual funds, from false or incorrect representations or warranties or other information provided in connection with this Agreement, or from failure of the Borrower to comply with covenants in a timely manner (all the foregoing in this clause (iv) , collectively, the “indemnified liabilities”), provided, that the applicable unreimbursed expense Borrower shall have no obligation hereunder to any Indemnified Party with respect to indemnified liabilities arising from (A) with respect to any Indemnified Party, the gross negligence or indemnity payment is sought) willful misconduct of such unpaid amount; provided that Indemnified Party, (B) disputes arising between or among the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent or such Issuing Lender in its capacity as such. For purposes hereof, a Lender’s or Revolving Credit Lender’s “pro rata share” shall be determined based upon its share of the sum of the aggregate amount of the total Loans Lenders and Revolving Credit Commitments or Revolving Credit Loans and Revolving Credit Commitments, as the case may be, at the time. (d) To the extent permitted by applicable law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan, Letter of Credit or the use of the proceeds thereof. (e) All amounts due under this subsection 11.5 shall be payable promptly after written demand therefor. (f) The Credit Parties shall indemnify the Administrative Agent, the Lenders and each Issuer for, and hold the Administrative Agent, the Lenders and each Issuing Lender harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Administrative Agent, the Lenders and the Issuing Lenders for any broker, finder or consultant (C) with respect to any agreementsuch Indemnified Party, arrangement or understanding made by or on behalf the failure of Borrower or such Indemnified Party (and its Affiliates) to comply with any Requirement of Borrower’s Subsidiaries Law. The agreements in connection with this Section 9.5 shall survive the transactions contemplated by this Agreement. (g) The Credit Parties agree that any indemnification or other protection provided to any Indemnitee pursuant to termination of this Agreement (including pursuant to this subsection 11.5) or any other Credit Document shall (i) survive and the payment in full of the Obligations, (ii) survive the release of Loans and all or any portion of the Collateral and (iii) inure to the benefit of any Person that was at any time an Indemnitee under this Agreement or any other Credit Documentamounts payable hereunder.

Payment of Expenses and Taxes; Indemnification. (a) The Borrower agrees to pay (i) to pay or reimburse the Agents for 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 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 the reasonable fees, disbursements and other charges of one counsel to the Agents 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 their reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents, including the reasonable 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 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 pay, indemnify, and hold harmless each Lender and each Agent from any and all reasonable out-of-pocket costs and expenses incurred by each of creating and perfecting Liens in favor of the Agents Collateral Agent, for the benefit of the Secured Parties including recording and their respective Affiliates, including the reasonable filing fees, charges and disbursements of counsel for the Agents in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Credit Documents or any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated or any such amendment, modification or waiver becomes effective), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Lenders in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Agents, the Issuing Lender or any Lender, including the reasonable UCC search fees, charges and disbursements of any counsel for the Agents, the Issuing Lender or any Lender, in connection with the enforcement or protection of their rights in connection with the Credit Documents, including their rights under this subsection 11.5, or in connection with the Loans made, or Letters of Credit issued or drawn hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. title insurance premiums (b) The Credit Parties agree to indemnify the Agents, the Issuing Lender and each Lender, and each of their Affiliates, officers, directors, employees, agents, trustees, advisors and controlled parties of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel (and environmental consultants or professionals) for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of any Credit Document or any other agreement or instrument contemplated hereby, the performance by the parties to the Credit Documents of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an Issuing Lenders to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on, at, under or from any Mortgaged Property or any other property currently or formerly owned, leased or otherwise operated by Borrower or any of its Subsidiaries, or any liability under Environmental Laws related in any way to Borrower or any of its Subsidiaries, (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 party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment not directly paid to have resulted from the bad faith, gross negligence, breach of this Agreement or other Credit Documents or willful misconduct of such Indemnitees or (vapplicable insurer) any and all recording and filing fees and any and all liabilities with respect to, or resulting from from, any delay in paying, stamp, excise and other similar taxes (other than withholding 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, any this Agreement, the other Credit Document Documents and any such other documents. , and (civ) To to pay, indemnify and hold harmless each Lender, the extent Collateral Agent and the Administrative Agent and their respective Affiliates, directors, officers, employees, trustees, attorneys, advisors and agents 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, 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 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 other Credit Documents and any such other documents, including any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law or any actual or alleged presence of Hazardous Materials applicable to the operations of the Borrower, any of its Subsidiaries or any of the Real Estate (all the foregoing in this clause (iv), collectively, the “indemnified liabilities”); provided, that a Credit Party fails the Borrower shall have no obligation hereunder to pay the Agents or any amount required Lender nor any of their respective Affiliates, directors, officers, employees, trustees and agents with respect to indemnified liabilities arising from the gross negligence or willful misconduct of the party to be paid by them 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 an any Agent or an Issuing Lender under paragraph (a) or (b) of this subsection 11.5insufficient to hold it harmless, each Lender severally agrees then the Borrower shall contribute to pay to the amount paid or payable by such Agent or each Revolving Credit such Lender agrees to pay such Issuing Lender, as the case may be, such Lender’s or Revolving Credit Lender’s, as the case may be, pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) a result of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damagedamage or liability in such proportion as is appropriate to reflect the relative economic interests of (i) Holdings, liability or related expense, as the case may be, was incurred by or asserted against Borrower and its Subsidiaries on the one hand and (ii) such Agent or such Issuing Lender on the other hand in its capacity the matters contemplated by the Credit Documents as such. For purposes hereof, a Lender’s or Revolving Credit Lender’s “pro rata share” shall be determined based upon its share of the sum of the aggregate amount of the total Loans and Revolving Credit Commitments or Revolving Credit Loans and Revolving Credit Commitments, well as the case may berelative fault of (i) Holdings, at the timeBorrower and its Subsidiaries and (ii) such Agent or such Lender with respect to such loss, claim, damage or liability and any other relevant equitable considerations. (db) To the extent permitted by applicable law, no No Credit Party nor any Person indemnified pursuant to clause (iv) of Section 13.5(a) shall assert, and each Credit Party hereby waives, have any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan, Letter of Credit or the use of the proceeds thereof. (e) All amounts due under this subsection 11.5 shall be payable promptly after written demand therefor. (f) The Credit Parties shall indemnify the Administrative Agent, the Lenders and each Issuer for, and hold the Administrative Agent, the Lenders and each Issuing Lender harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Administrative Agent, the Lenders and the Issuing Lenders liability for any brokerpunitive, finder indirect or consultant with respect to any agreement, arrangement or understanding made by or on behalf of Borrower or any of Borrower’s Subsidiaries in connection with the transactions contemplated by this Agreement. (g) The Credit Parties agree that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this subsection 11.5) or any other Credit Document shall (i) survive payment in full of the Obligations, (ii) survive the release of all or any portion of the Collateral and (iii) inure to the benefit of any Person that was at any time an Indemnitee under consequential damages resulting from this Agreement or any other Credit DocumentDocument or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date). (c) The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes; Indemnification. (a) The Borrower agrees to pay (i) to pay or reimburse the Lender for all of its reasonable out-of-pocket costs and expenses incurred by each 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 Agents transactions contemplated hereby and their respective Affiliatesthereby, including including, without limitation due diligence expenses, consultant's fees and expenses, travel expenses and the reasonable feesfees and disbursements of counsel, charges (ii) to pay or reimburse the Lender for all its costs and expenses incurred in connection with the enforcement, monitoring or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including, without limitation, the fees and disbursements of counsel for the Agents in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Credit Documents or any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated or any such amendment, modification or waiver becomes effective), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Lenders in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Agents, the Issuing Lender or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Agents, the Issuing Lender or any Lender, in connection with the enforcement or protection of their rights in connection with the Credit Documents, including their rights under this subsection 11.5, or in connection with the Loans made, or Letters of Credit issued or drawn hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. (b) The Credit Parties agree to indemnify the Agents, the Issuing Lender and each Lender, and each of their Affiliates, officers, directors, employees, agents, trustees, advisors and controlled parties of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel (and environmental consultants or professionals) for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of any Credit Document or any other agreement or instrument contemplated hereby, the performance by the parties to the Credit Documents of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an Issuing Lenders to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit)Lender, (iii) any actual or alleged presence or release of Hazardous Materials onto pay, atindemnify, under or from any Mortgaged Property or any other property currently or formerly ownedand hold the Lender harmless from, leased or otherwise operated by Borrower or any of its Subsidiaries, or any liability under Environmental Laws related in any way to Borrower or any of its Subsidiaries, (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 party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence, breach of this Agreement or other Credit Documents or willful misconduct of such Indemnitees or (v) 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 (other than withholding 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, any Credit Document this Agreement, the other Loan Documents and any such other documents. documents and (civ) To to pay, indemnify, and hold the extent that a Credit Party fails Lender and its Affiliates and each of the Lender's and its Affiliates' respective officers, directors, employees, agents and representatives (including all professionals) (each an "INDEMNIFIED PARTY") 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 with respect to pay any amount required to be paid by them to an Agent or an Issuing Lender under paragraph (a) or (b) the execution, delivery, enforcement, performance and administration of this subsection 11.5, each Lender severally agrees to pay to such Agent or each Revolving Credit Lender agrees to pay such Issuing Lender, as the case may be, such Lender’s or Revolving Credit Lender’s, as the case may be, pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent or such Issuing Lender in its capacity as such. For purposes hereof, a Lender’s or Revolving Credit Lender’s “pro rata share” shall be determined based upon its share of the sum of the aggregate amount of the total Loans and Revolving Credit Commitments or Revolving Credit Loans and Revolving Credit Commitments, as the case may be, at the time. (d) To the extent permitted by applicable law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated herebyAgreement, the Transactions, any Loan, Letter of Credit other Loan Documents or the use of the proceeds thereof. of the Loan and any such other documents (eall the foregoing in this clause (iv) All amounts due under this subsection 11.5 shall be payable promptly after written demand therefor. (f) The Credit Parties shall indemnify the Administrative Agentcollectively, the Lenders and each Issuer for"INDEMNIFIED LIABILITIES"), and hold PROVIDED, HOWEVER, that the Administrative Agent, Borrower shall have no obligation hereunder to the Lenders and each Issuing Lender harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Administrative Agent, the Lenders and the Issuing Lenders for any broker, finder or consultant with respect to any agreementIndemnified Liabilities arising from the gross negligence or willful misconduct of the Lender. Notwithstanding anything herein to the contrary, arrangement or understanding made by or on behalf the agreements in this SECTION 8.5 shall survive repayment of Borrower or any the Loan and all other amounts payable hereunder and the termination of Borrower’s Subsidiaries in connection with the transactions contemplated by this Agreement. (gb) The Credit Parties agree Promptly after receipt by an Indemnified Party under this SECTION 8.5 of notice of any claim or the commencement of any action, the Indemnified Party shall, if a claim in respect thereof is to be made against the Borrower, notify the Borrower in writing of the claim or the commencement of that action; PROVIDED, HOWEVER, that the failure to notify the Borrower shall not relieve it from any indemnification liability which it may have under this SECTION 8.5 except to the extent it has been materially prejudiced by such failure and, PROVIDED FURTHER, that the failure to notify the Borrower shall not relieve it from any liability which it may have to an Indemnified Party otherwise than under this SECTION 8.5. If any such claim or action shall be brought against an Indemnified Party, and it shall notify the Borrower thereof, the Borrower shall be entitled to participate therein and, to the extent that it wishes, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party. After notice from the Borrower to the Indemnified Party of its election to assume the defense of such claim or action, the Borrower shall not be liable to the Indemnified Party under this SECTION 8.5 for any legal or other protection provided expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation; PROVIDED, HOWEVER, the Borrower shall have the right to employ separate counsel in any Indemnitee pursuant such action and to this Agreement (including pursuant to this subsection 11.5) or any other Credit Document participate in the defense thereof but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) survive payment the employment of such counsel has been specifically authorized by the Borrower in full of the Obligationswriting, or (ii) survive such Indemnified Party shall have been advised by such counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the release Borrower and in the reasonable judgment of all such counsel it is advisable for such Indemnified Party to employ separate counsel or any portion of the Collateral and (iii) inure the Borrower has failed to assume the defense of such action and employ counsel reasonably satisfactory to the benefit Indemnified Party, in which case, if such Indemnified Party notifies the Borrower in writing that it elects to employ separate counsel at the expense of the Borrower, the Borrower shall not, in connection with any Person that was one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to one local counsel) at any time for all such Indemnified Parties, which firm shall be designated in writing by the Lender. The Borrower shall not (i) without the prior written consent of the Indemnified Parties (which consent shall not be unreasonably withheld), settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the Indemnified Parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an Indemnitee under this Agreement unconditional release of each Indemnified Party from all liability arising out of such claim, action, suit or proceeding or (ii) be liable for any other Credit Documentsettlement of any such action effected without its written consent, but if settled with the consent of the Borrower or if there be a final judgment of the plaintiff in any such action, the Borrower agrees to indemnify and hold harmless any Indemnified Party from and against any loss or liability by reason of such settlement or judgment.

Payment of Expenses and Taxes; Indemnification. (a) Borrower agrees to pay The Grantors agree (i) to pay or reimburse the Collateral Agent for all its reasonable out-of-pocket costs and expenses incurred by each in connection with the preparation, negotiation and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Agreement Documents and/or Credit Agreement Security Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the Agents transactions contemplated hereby and their respective Affiliatesthereby, including the reasonable fees, charges expenses and disbursements of legal counsel to the Collateral Agent, and all costs and expenses of the Collateral Agent in connection with the use of IntraLinks, SyndTrak or other similar information transmission systems in connection with this Agreement, the Credit Agreement Documents and/or any Credit Agreement Security Documents, the preservation of the Liens or any rights of the Collateral Agent, and the review of Properties for inclusion as Collateral Properties and the other activities of the Collateral Agent under Section 7.15 of each Credit Agreement and the reasonable fees and disbursements of counsel to the Collateral Agent (including, without limitation, local counsel to the Collateral Agent in each applicable jurisdiction) relating to all such activities (it being understood and agreed that, to the extent any of such services or activities are provided internally by the Collateral Agent, the Borrower shall reimburse the Collateral Agent for such costs and expenses at market rates) (ii) to pay or reimburse the Agents Collateral Agent and the other Secured Parties for all their reasonable costs and expenses incurred in connection with the syndication enforcement or preservation of the credit facilities provided for hereinany rights under this Agreement, the preparation other Credit Agreement Security Documents and administration of the Credit Documents or any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated or any such amendment, modification or waiver becomes effective), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Lenders in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Agents, the Issuing Lender or any Lenderother documents, including the reasonable fees, charges expenses and disbursements of any their respective counsel for the Agents, the Issuing Lender or any Lender, in connection with the enforcement or protection of their rights in connection with the Credit Documents, including their rights under this subsection 11.5, or in connection with the Loans made, or Letters of Credit issued or drawn hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. (b) The Credit Parties agree to indemnify the Agents, the Issuing Lender and each Lender, and each of their Affiliates, officers, directors, employees, agents, trustees, advisors and controlled parties of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges allocated fees and disbursements expenses of in-house counsel) and any counsel payments in indemnification (and environmental consultants or professionals) for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) but solely to the execution or delivery of any Credit Document or any other agreement or instrument contemplated hereby, the performance by the parties extent otherwise indemnifiable pursuant to the Credit Agreement Documents of their respective obligations thereunder or otherwise payable by the consummation of Secured Parties to the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Collateral Agent pursuant to the Credit or the use of the proceeds therefrom (including any refusal by an Issuing Lenders to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of CreditAgreement Documents), (iii) any actual or alleged presence or release of Hazardous Materials onto pay, atand indemnify and hold harmless the Collateral Agent and the Secured Parties from, under or from any Mortgaged Property or any other property currently or formerly owned, leased or otherwise operated by Borrower or any of its Subsidiaries, or any liability under Environmental Laws related in any way to Borrower or any of its Subsidiaries, (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 party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence, breach of this Agreement or other Credit Documents or willful misconduct of such Indemnitees or (v) any and all recording and filing fees and any and all liabilities with respect to, or resulting from any failure to pay or delay in paying, documentary, stamp, excise and other similar taxes (other than withholding taxes), if any, which may be payable or determined to be payable in connection with the execution and delivery ofof any of the Credit Agreement Documents, or consummation of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, any Credit Document this Agreement and any other Credit Agreement Document, and (iv) to the extent not already covered by any of the preceding subsections, to pay or reimburse the fees and disbursements of counsel to the Collateral Agent and any Secured Party incurred in connection with the representation of the Collateral Agent, or such Secured Party in any matter relating to or arising out of any bankruptcy or other documentsproceeding of the type described in Section 10.1.(e) or 10.1.(f) of each Credit Agreement, including, without limitation, (A) any motion for relief from any stay or similar order, (B) the negotiation, preparation, execution and delivery of any document relating to the Pari Passu Obligations and (C) the negotiation and preparation of any debtor in possession financing or any plan of reorganization of the Borrower or any other Grantor, whether proposed by the Borrower, such Grantor, the Secured Parties or any other Person, and whether such fees and expenses are incurred prior to, during or after the commencement of such proceeding or the confirmation or conclusion of any such proceeding. (c) To the extent that a Credit Party fails to pay any amount required to be paid by them to an Agent or an Issuing Lender under paragraph (a) or (b) of this subsection 11.5The Grantors agree to indemnify, defend and hold harmless the Collateral Agent, its Affiliates, and the other Secured Parties and their respective directors, officers, shareholders, agents, employees and counsel (each Lender severally agrees referred to pay to such Agent or each Revolving Credit Lender agrees to pay such Issuing Lender, herein as the case may be, such Lender’s or Revolving Credit Lender’s, as the case may be, pro rata share (determined as an “Indemnified Party”) from and against any and all of the time that following (collectively, the applicable unreimbursed expense “Indemnified Costs”): losses, costs, claims, penalties, damages, liabilities, deficiencies, judgments or indemnity payment is soughtexpenses of every kind and nature (including, without limitation, amounts paid in settlement, court costs and the fees and disbursements of counsel incurred in connection with any litigation, investigation, claim or proceeding or any advice rendered in connection therewith) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent or such Issuing Lender an Indemnified Party in its capacity as such. For purposes hereofconnection with, a Lender’s or Revolving Credit Lender’s “pro rata share” shall be determined based upon its share of the sum of the aggregate amount of the total Loans and Revolving Credit Commitments or Revolving Credit Loans and Revolving Credit Commitments, as the case may be, at the time. (d) To the extent permitted by applicable law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result by reason of, this Agreement any suit, cause of action, claim, arbitration, investigation or any agreement or instrument contemplated herebysettlement, the Transactions, any Loan, Letter of Credit or the use of the proceeds thereof. (e) All amounts due under this subsection 11.5 shall be payable promptly after written demand therefor. (f) The Credit Parties shall indemnify the Administrative Agent, the Lenders and each Issuer for, and hold the Administrative Agent, the Lenders and each Issuing Lender harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Administrative Agent, the Lenders and the Issuing Lenders for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of Borrower or any of Borrower’s Subsidiaries in connection with the transactions contemplated by this Agreement. (g) The Credit Parties agree that any indemnification consent decree or other protection provided proceeding (the foregoing referred to herein as an “Indemnity Proceeding”) which is in any Indemnitee pursuant to this Agreement (including pursuant to this subsection 11.5) way related directly or any other Credit Document shall indirectly to: (i) survive payment in full of the Obligations, (ii) survive the release of all or any portion of the Collateral and (iii) inure to the benefit of any Person that was at any time an Indemnitee under this Agreement or any other Credit Agreement Document or the transactions contemplated thereby or the Collateral; (ii) the execution, delivery, enforcement, performance and administration of this Agreement, the other Credit Agreement Security Documents and any such other document; (iii) the fact that the Collateral Agent and the Secured Parties are creditors of the Borrower and have or are alleged to have information regarding the financial condition, strategic plans or business operations of the Borrower and the Subsidiaries; (iv) the fact that the Collateral Agent and the Secured Parties are material creditors of the Borrower and are alleged to influence directly or indirectly the business decisions or affairs of the Borrower and the Subsidiaries or their financial condition; (v) the exercise of any right or remedy the Collateral Agent or the Secured Parties may have under this Agreement, any Credit Agreement Document or any Credit Agreement Security Document; provided, however, that the Grantors shall not be obligated to indemnify any Indemnified Party for any acts or omissions of such Indemnified Party in connection with matters described in this clause (v) to the extent arising from the gross negligence or willful misconduct of such Indemnified Party, as determined by a court of competent jurisdiction in a final, non-appealable judgment; (vi) any civil penalty or fine assessed by the OFAC against, and all costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof by, the Collateral Agent or any Secured Party as a result of conduct of the Borrower, any other Grantor or any other Subsidiary that violates a sanction administered or enforced by the OFAC; or (vii) any violation or non-compliance by the Borrower or any Subsidiary of any Applicable Law (including any Environmental Law) including, but not limited to, any Indemnity Proceeding commenced by (A) the Internal Revenue Service or state taxing authority or (B) any Governmental Authority or other Person under any Environmental Law, including any Indemnity Proceeding commenced by a Governmental Authority or other Person seeking remedial or other action to cause the Borrower or its Subsidiaries (or its respective properties) (or the Collateral Agent and/or the Secured Parties as successors to the Borrower) to be in compliance with such Environmental Laws. (c) The agreements in this Section 8.9 shall survive (x) repayment of the Pari Passu Obligations and all other amounts payable hereunder and under the other Credit Agreement Documents, (y) the resignation of the Collateral Agent, and (z) any termination of this Agreement and the other Credit Agreement Documents and/or Credit Agreement Security Documents and are in addition to (but without duplication of recovery under), and not in substitution of, any of the other obligations set forth in this Agreement, any Credit Agreement Security Document or any other Credit Agreement Document to which it is a party. The agreements in this Section 8.9 shall apply to all Indemnity Proceedings arising out of, or related to, the foregoing whether or not an Indemnified Party is a named party in such Indemnity Proceeding. In this connection, this indemnification shall cover all costs and expenses of any Indemnified Party in connection with any deposition of any Indemnified Party or compliance with any subpoena (including any subpoena requesting the production of documents). This indemnification shall, among other things, apply to any such proceeding commenced by other creditors of the Borrower or any Affiliate (as defined in the Credit Agreements), any shareholder of the Borrower or any Affiliate (as defined in the Credit Agreements) (whether such shareholder(s) are prosecuting such proceeding in the Borrower’s individual capacity or derivatively on behalf of the Borrower), any account debtor of the Borrower or any Affiliate (as defined in the Credit Agreements) or by any Governmental Authority. This indemnification shall apply to any Indemnity Proceeding arising during the pendency of any bankruptcy proceeding filed by or against the Borrower and/or any Subsidiary. All out of pocket fees and expenses of, and all amounts paid to third persons by, an Indemnified Party shall be advanced by the Borrower at the request of such Indemnified Party notwithstanding any claim or assertion by the Borrower that such Indemnified Party is not entitled to indemnification hereunder upon receipt of an undertaking by such Indemnified Party that such Indemnified Party will reimburse the Borrower if it is actually and finally determined by a court of competent jurisdiction that such Indemnified Party is not so entitled to indemnification hereunder. An Indemnified Party may conduct its own investigation and defense of, and may formulate its own strategy with respect to, any Indemnity Proceeding covered by this Section and, as provided above, all Indemnified Costs incurred by such Indemnified Party shall be reimbursed by the Borrower. No action taken by legal counsel chosen by an Indemnified Party in investigating or defending against any such Indemnity Proceeding shall vitiate or in any way impair the obligations and duties of the Borrower hereunder to indemnify and hold harmless each such Indemnified Party; provided, however, that if (i) the Borrower is required to indemnify an Indemnified Party pursuant hereto and (ii) the Borrower has provided evidence reasonably satisfactory to such Indemnified Party that the Borrower has the financial wherewithal to reimburse such Indemnified Party for any amount paid by such Indemnified Party with respect to such Indemnity Proceeding, such Indemnified Party shall not settle or compromise any such Indemnity Proceeding without the prior written consent of the Borrower (which consent shall not be unreasonably withheld or delayed). Notwithstanding the foregoing, an Indemnified Party may settle or compromise any such Indemnity Proceeding without the prior written consent of the Borrower where (x) no monetary relief is sought against such Indemnified Party in such Indemnity Proceeding or (y) there is an allegation of a violation of law by such Indemnified Party. If and to the extent that the obligations of the Borrower hereunder are unenforceable for any reason, the Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of such obligations which is permissible under applicable law.

Payment of Expenses and Taxes; Indemnification. (a) The Borrower agrees to pay (i) all to reimburse the Administrative Agent for its reasonable out-of-pocket costs and expenses incurred by each 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 Agents transactions contemplated hereby and their respective Affiliatesthereby, including including, without limitation, the reasonable fees, charges fees and disbursements of counsel for to the Agents in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Credit Documents or any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated or any such amendment, modification or waiver becomes effective)Administrative Agent, (ii) to reimburse each Lender and the Administrative Agent for all reasonable out-of-pocket its costs and expenses incurred by the Issuing Lenders in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Agents, the Issuing Lender or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Agents, the Issuing Lender or any Lender, in connection with the enforcement or protection preservation of their rights in connection with the Credit Documents, including their any rights under this subsection 11.5, or in connection Agreement with respect to the Loans made, or Letters of Credit issued or drawn hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. (b) The Credit Parties agree to indemnify the AgentsBorrower, the Issuing Lender other Loan Documents and each Lenderany such other documents, and each of their Affiliatesincluding, officerswithout limitation, directors, employees, agents, trustees, advisors and controlled parties of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges fees and disbursements of any counsel (to each Lender and environmental consultants or professionals) for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of any Credit Document or any other agreement or instrument contemplated hereby, the performance by the parties counsel to the Credit Documents of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an Issuing Lenders to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit)Administrative Agent, (iii) any actual or alleged presence or release of Hazardous Materials onto indemnify and hold each Lender, atthe Syndication Agent and the Administrative Agent harmless, under or from any Mortgaged Property or any other property currently or formerly ownedfrom, leased or otherwise operated by Borrower or any of its Subsidiaries, or any liability under Environmental Laws related in any way to Borrower or any of its Subsidiaries, (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 party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence, breach of this Agreement or other Credit Documents or willful misconduct of such Indemnitees or (v) 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 (other than withholding 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 Credit Document such other documents with respect to the Borrower, and (iv) to indemnify and hold each Lender, the Syndication Agent and the Administrative Agent (and their respective affiliates, directors, officers, agents and employees (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 other Loan Documents and any such other documents, from the Borrower’s use of proceeds or the commitment, from failure of the Borrower to comply with rules, regulations and laws regarding the business of mutual funds, from false or incorrect representations or warranties or other information provided in connection with this Agreement, or from failure of the Borrower to comply with covenants in a timely manner (all the foregoing in this clause (iv) , collectively, the “indemnified liabilities”), provided, that the Borrower shall have no obligation hereunder to any Indemnified Party with respect to indemnified liabilities arising from (A) with respect to any Indemnified Party, the gross negligence or willful misconduct of such Indemnified Party as finally determined in a nonappealable judgment by a court of competent jurisdiction, (B) disputes arising between or among the Lenders, the Syndication Agent and the Administrative Agent, or (C) with respect to any 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 payment of the Loans and all other amounts payable hereunder. (cb) To the extent that a Credit Party the Borrower fails to pay any amount required to be paid by them it to an the Administrative Agent or an Issuing any Lender under paragraph (a) or (b) of this subsection 11.5Section, each Lender severally agrees to pay to such the Administrative Agent or each Revolving Credit Lender agrees to pay such Issuing Lender, as the case may be, such Lender’s or Revolving Credit Lender’s, as the case may be, pro rata share Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such the Administrative Agent or such Issuing Lender in its their capacity as such. For purposes hereof, a Lender’s or Revolving Credit Lender’s “pro rata share” shall be determined based upon its share of the sum of the aggregate amount of the total Loans and Revolving Credit Commitments or Revolving Credit Loans and Revolving Credit Commitments, as the case may be, at the time. (d) To the extent permitted by applicable law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan, Letter of Credit or the use of the proceeds thereof. (e) All amounts due under this subsection 11.5 shall be payable promptly after written demand therefor. (f) The Credit Parties shall indemnify the Administrative Agent, the Lenders and each Issuer for, and hold the Administrative Agent, the Lenders and each Issuing Lender harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Administrative Agent, the Lenders and the Issuing Lenders for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of Borrower or any of Borrower’s Subsidiaries in connection with the transactions contemplated by this Agreement. (g) The Credit Parties agree that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this subsection 11.5) or any other Credit Document shall (i) survive payment in full of the Obligations, (ii) survive the release of all or any portion of the Collateral and (iii) inure to the benefit of any Person that was at any time an Indemnitee under this Agreement or any other Credit Document.

Payment of Expenses and Taxes; Indemnification. (a) The Borrower agrees to pay (i) all to reimburse the Administrative Agent for its reasonable out-of-pocket costs and expenses incurred by each 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 Agents transactions contemplated hereby and their respective Affiliatesthereby, including including, without limitation, the reasonable fees, charges fees and disbursements of counsel for to the Agents in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Credit Documents or any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated or any such amendment, modification or waiver becomes effective)Administrative Agent, (ii) to reimburse each Lender and the Administrative Agent for all reasonable out-of-pocket its costs and expenses incurred by the Issuing Lenders in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Agents, the Issuing Lender or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Agents, the Issuing Lender or any Lender, in connection with the enforcement or protection preservation of their rights in connection with the Credit Documents, including their any rights under this subsection 11.5, or in connection Agreement with respect to the Loans made, or Letters of Credit issued or drawn hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. (b) The Credit Parties agree to indemnify the AgentsBorrower, the Issuing Lender other Loan Documents and each Lenderany such other documents, and each of their Affiliatesincluding, officerswithout limitation, directors, employees, agents, trustees, advisors and controlled parties of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges fees and disbursements of any counsel (to each Lender and environmental consultants or professionals) for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of any Credit Document or any other agreement or instrument contemplated hereby, the performance by the parties counsel to the Credit Documents of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an Issuing Lenders to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit)Administrative Agent, (iii) any actual or alleged presence or release of Hazardous Materials onto indemnify and hold each Lender and the Administrative Agent harmless, atfrom, under or from any Mortgaged Property or any other property currently or formerly owned, leased or otherwise operated by Borrower or any of its Subsidiaries, or any liability under Environmental Laws related in any way to Borrower or any of its Subsidiaries, (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 party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence, breach of this Agreement or other Credit Documents or willful misconduct of such Indemnitees or (v) 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 (other than withholding 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 Credit Document such other documents with respect to the Borrower, and (iv) to indemnify and hold each Lender and the Administrative Agent (and their respective affiliates, directors, officers, agents and employees (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 other Loan Documents and any such other documents. (c) To , from the extent that a Credit Party fails to pay any amount required to be paid by them to an Agent Borrower’s use of proceeds or an Issuing Lender under paragraph (a) or (b) of this subsection 11.5the commitment, each Lender severally agrees to pay to such Agent or each Revolving Credit Lender agrees to pay such Issuing Lender, as the case may be, such Lender’s or Revolving Credit Lender’s, as the case may be, pro rata share (determined as from failure of the time Borrower to comply with rules, regulations and laws regarding the business of mutual funds, from false or incorrect representations or warranties or other information provided in connection with this Agreement, or from failure of the Borrower to comply with covenants in a timely manner (all the foregoing in this clause (iv) , collectively, the “indemnified liabilities”), provided, that the applicable unreimbursed expense Borrower shall have no obligation hereunder to any Indemnified Party with respect to indemnified liabilities arising from (A) with respect to any Indemnified Party, the gross negligence or indemnity payment is sought) willful misconduct of such unpaid amount; provided that Indemnified Party, (B) disputes arising between or among the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent or such Issuing Lender in its capacity as such. For purposes hereof, a Lender’s or Revolving Credit Lender’s “pro rata share” shall be determined based upon its share of the sum of the aggregate amount of the total Loans Lenders and Revolving Credit Commitments or Revolving Credit Loans and Revolving Credit Commitments, as the case may be, at the time. (d) To the extent permitted by applicable law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan, Letter of Credit or the use of the proceeds thereof. (e) All amounts due under this subsection 11.5 shall be payable promptly after written demand therefor. (f) The Credit Parties shall indemnify the Administrative Agent, the Lenders and each Issuer for, and hold the Administrative Agent, the Lenders and each Issuing Lender harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Administrative Agent, the Lenders and the Issuing Lenders for any broker, finder or consultant (C) with respect to any agreementsuch Indemnified Party, arrangement or understanding made by or on behalf the failure of Borrower or such Indemnified Party (and its Affiliates) to comply with any Requirement of Borrower’s Subsidiaries Law. The agreements in connection with this Section 9.5(a) shall survive the transactions contemplated by this Agreement. (g) The Credit Parties agree that any indemnification or other protection provided to any Indemnitee pursuant to termination of this Agreement (including pursuant to this subsection 11.5) or any other Credit Document shall (i) survive and the payment in full of the Obligations, (ii) survive the release of Loans and all or any portion of the Collateral and (iii) inure to the benefit of any Person that was at any time an Indemnitee under this Agreement or any other Credit Documentamounts payable hereunder.

Payment of Expenses and Taxes; Indemnification. (a) Each Borrower agrees severally, and not jointly or jointly and severally, (subject to pay Section 9.5(b)) (i) all to reimburse, according to its Pro Rata Allocation, the Administrative Agent for its reasonable out-of-pocket costs and expenses incurred by each 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 Agents transactions contemplated hereby and their respective Affiliatesthereby, including including, without limitation, the reasonable fees, charges fees and disbursements of counsel for to the Agents Administrative Agent; provided that any such fees and disbursements described in this clause (i) that are incurred in connection with the syndication initial closing of this Agreement on the credit facilities provided for herein, the preparation and administration of the Credit Documents or any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby Closing Date shall be consummated subject to any cap set forth in the Engagement Letter dated as of December 10, 2014 among each Fund on behalf of itself or any such amendmenta series thereof that is a Borrower, modification or waiver becomes effective)X.X. Xxxxxx Securities LLC and JPMorgan Chase Bank, N.A., (ii) to reimburse each Lender and the Administrative Agent for all reasonable out-of-pocket its costs and expenses incurred by the Issuing Lenders in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Agents, the Issuing Lender or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Agents, the Issuing Lender or any Lender, in connection with the enforcement or protection preservation of their rights in connection with the Credit Documents, including their any rights under this subsection 11.5, or in connection Agreement with the Loans made, or Letters of Credit issued or drawn hereunder, including all respect to such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. (b) The Credit Parties agree to indemnify the AgentsBorrower, the Issuing Lender other Loan Documents and each Lenderany such other documents, and each of their Affiliatesincluding, officerswithout limitation, directors, employees, agents, trustees, advisors and controlled parties of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges fees and disbursements of any counsel (to each Lender and environmental consultants or professionals) for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of any Credit Document or any other agreement or instrument contemplated hereby, the performance by the parties counsel to the Credit Documents of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an Issuing Lenders to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit)Administrative Agent, (iii) any actual or alleged presence or release of Hazardous Materials on, at, under or to indemnify and hold harmless each Lender and the Administrative Agent from any Mortgaged Property or any other property currently or formerly owned, leased or otherwise operated by Borrower or any of its Subsidiaries, or any liability under Environmental Laws related in any way to Borrower or any of its Subsidiaries, (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 party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence, breach of this Agreement or other Credit Documents or willful misconduct of such Indemnitees or (v) 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 (other than withholding 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 Credit Document 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 (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 (c) To 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 that a Credit Party fails to pay any amount required to be paid by them to an Agent or an Issuing Lender under paragraph (a) or (b) of this subsection 11.5arising from, each Lender severally agrees to pay to such Agent or each Revolving Credit Lender agrees to pay such Issuing Lender, as the case may be, such Lender’s or Revolving Credit Lender’s, as the case may be, pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent or such Issuing Lender in its capacity as such. For purposes hereof, a Lender’s or Revolving Credit Lender’s “pro rata share” shall be determined based upon its share of the sum of the aggregate amount of the total Loans and Revolving Credit Commitments or Revolving Credit Loans and Revolving Credit Commitments, as the case may be, at the time. (d) To the extent permitted by applicable law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan, Letter of Credit or the use of the proceeds thereof. (e) All amounts due under this subsection 11.5 shall be payable promptly after written demand therefor. (f) The Credit Parties shall indemnify the Administrative Agent, the Lenders and each Issuer for, and hold the Administrative Agent, the Lenders and each Issuing Lender harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Administrative Agent, the Lenders and the Issuing Lenders for any broker, finder or consultant with respect to any agreementIndemnified Party, arrangement the gross negligence or understanding made by or on behalf willful misconduct of Borrower or any such Indemnified Party. The agreements in this Section shall survive termination of Borrower’s Subsidiaries in connection with the transactions contemplated by this AgreementCommitments and repayment of the Loans and all other amounts payable hereunder. (gb) The Credit Parties agree Notwithstanding any other provision in this Agreement to the contrary, to the extent any obligation to reimburse or indemnify any Indemnified Party that any indemnification or other protection provided arises pursuant to Section 9.5(a) is not attributable to any Indemnitee pursuant particular Borrower, then such reimbursement or indemnification shall be made by each Borrower (ratably, in accordance with its Pro Rata Allocation). To the extent any such obligation to this Agreement (including pursuant reimburse or indemnify any Indemnified Party is attributable to this subsection 11.5) one or any other Credit Document more Borrowers, then such reimbursement or indemnification shall (i) survive payment in full of the Obligations, (ii) survive the release of all or any portion of the Collateral and (iii) inure be made by each such Borrower to the benefit extent of any Person that was at any time an Indemnitee under this Agreement or any other Credit Documentits liability therefor.

Payment of Expenses and Taxes; Indemnification. The Borrowers, jointly and severally, agree (a) Borrower agrees to pay (i) or reimburse the Lender for all its reasonable out-of-pocket costs and expenses incurred by each of the Agents and their respective Affiliates, including the reasonable fees, charges and disbursements of counsel for the Agents in connection with the syndication preparation, execution and delivery of, and any amendment, supplement, waiver or modification to, this Agreement, the Note, the other Loan Documents and any documents prepared in connection herewith or therewith (other than at the request of the credit facilities provided for hereinLender), and the preparation and administration consummation of the Credit Documents transactions and to pay or any amendments, modifications or waivers reimburse the Lender for all of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated or any such amendment, modification or waiver becomes effective), (ii) all its reasonable out-of-pocket costs and expenses incurred by the Issuing Lenders in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Agents, the Issuing Lender or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Agents, the Issuing Lender or any Lender, in connection with the enforcement or protection of their any rights contemplated hereby and by the Note, the other Loan Documents and any documents prepared in connection with the Credit Documentstherewith, including their rights under this subsection 11.5, or in connection with the Loans made, or Letters of Credit issued or drawn hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. (b) The Credit Parties agree to indemnify the Agentspay, the Issuing Lender and each Lenderindemnify, and each of their Affiliates, officers, directors, employees, agents, trustees, advisors and controlled parties of any of to hold the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee Lender harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel (and environmental consultants or professionals) for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of any Credit Document or any other agreement or instrument contemplated hereby, the performance by the parties to the Credit Documents of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an Issuing Lenders to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on, at, under or from any Mortgaged Property or any other property currently or formerly owned, leased or otherwise operated by Borrower or any of its Subsidiaries, or any liability under Environmental Laws related in any way to Borrower or any of its Subsidiaries, (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 party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence, breach of this Agreement or other Credit Documents or willful misconduct of such Indemnitees or (v) any and all 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 similar taxes (other than withholding taxes)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 of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, any Credit Document this Agreement, the Note, and any such the other documents. Loan Documents, and (c) To the extent that a Credit Party fails to pay any amount required to be paid by them to an Agent or an Issuing Lender under paragraph (a) or (b) of this subsection 11.5pay, each Lender severally agrees to pay to such Agent or each Revolving Credit Lender agrees to pay such Issuing Lender, as the case may be, such Lender’s or Revolving Credit Lender’s, as the case may be, pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent or such Issuing Lender in its capacity as such. For purposes hereof, a Lender’s or Revolving Credit Lender’s “pro rata share” shall be determined based upon its share of the sum of the aggregate amount of the total Loans and Revolving Credit Commitments or Revolving Credit Loans and Revolving Credit Commitments, as the case may be, at the time. (d) To the extent permitted by applicable law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan, Letter of Credit or the use of the proceeds thereof. (e) All amounts due under this subsection 11.5 shall be payable promptly after written demand therefor. (f) The Credit Parties shall indemnify the Administrative Agent, the Lenders and each Issuer forindemnify, and hold the Administrative Agent, the Lenders and each Issuing Lender harmless from and against, against any and all claims for brokerage commissionsother reasonable liabilities, fees and other compensation made against the Administrative Agentobligations, the Lenders and the Issuing Lenders for losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any broker, finder kind or consultant nature whatsoever with respect to any agreementthe execution, arrangement or understanding made by or on behalf delivery, enforcement, performance and administration of Borrower or any of Borrower’s Subsidiaries in connection with the transactions contemplated by this Agreement. , the Note and the other Loan Documents (gall of the foregoing, collectively, the “indemnified liabilities”); provided, that, the Borrowers shall have no obligation hereunder with respect to indemnified liabilities to the extent such indemnified liabilities arise from 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 Person’s receipt of notice of commencement of any action or proceeding, or such Person’s obtaining knowledge of the occurrence of any other event, giving rise to a claim for indemnification hereunder; provided, that, failure to deliver such notice shall not impair or limit the indemnification obligations of the Borrowers except to the extent of actual prejudice. The Credit Parties agree that Borrowers will be entitled (but not obligated) to assume the defense or settlement of any indemnification such action or other protection provided proceeding or to participate in any Indemnitee pursuant negotiations to this Agreement settle or otherwise resolve any claim using counsel of their choice reasonably acceptable to the Person to be indemnified. If the Borrowers elect to assume the defense or settlement of any such action or proceeding, the Person to be indemnified (including pursuant and its counsel) may continue to participate at its own expense in such action or proceeding. The agreements in this subsection 11.5) or any other Credit Document shall (i) survive payment in full repayment of the Obligations, Note and all other amounts payable hereunder for one (ii1) survive the release of all or any portion of the Collateral and (iii) inure to the benefit of any Person that was at any time an Indemnitee under this Agreement or any other Credit Documentyear.

Payment of Expenses and Taxes; Indemnification. (a) The Borrower agrees to pay (i) to pay or reimburse each of the Agents, each Joint Lead Arranger, each Joint Bookrunner and the Syndication Agent for all their reasonable and documented and invoiced out-of-pocket costs and reasonable expenses incurred by each (without duplication) associated with the syndication of the Agents Credit Facilities and their respective Affiliatesincurred in connection with the development, preparation, execution and delivery of, and any amendment, supplement and/or modification to this Agreement and the other 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 the reasonable fees, disbursements and other charges and disbursements of Xxxxxxxx & Sterling LLP as counsel for to the Agents with statements with respect to the foregoing to be submitted to the Borrower prior to the Effective Date (in connection 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 syndication of the credit facilities provided for hereinconsent of, the preparation and administration of the Credit Documents or any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated or any such amendment, modification or waiver becomes effective)Borrower, (ii) to pay or reimburse the Collateral Agent, the Administrative Agent and each Lender for all their reasonable and documented and invoiced out-of-pocket costs and reasonable expenses incurred by the Issuing Lenders in connection with the issuance, amendment, renewal enforcement or extension preservation of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Agentsrights under this Agreement, the Issuing Lender or other Credit Documents and any Lendersuch other documents, including the reasonable fees, disbursements and other charges of one firm or counsel to the Administrative Agent 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, the Administrative Agent, the Collateral Agent, each Joint Lead Arranger, the Joint Bookrunners, the Syndication Agent, each Letter of Credit Issuer and their respective Related Parties (without duplication) (the “Indemnified Parties”) from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, reasonable expenses or disbursements of any counsel for the Agentskind or nature whatsoever (including, the Issuing Lender but not limited to, any action, claim, litigation, investigation, inquiry or any Lenderother proceeding), in connection with the enforcement including, taken as a whole, reasonable and documented or protection of their rights in connection with the Credit Documents, including their rights under this subsection 11.5, or in connection with the Loans made, or Letters of Credit issued or drawn hereunder, including all such invoiced out-of-pocket expenses incurred during 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 workout, restructuring or negotiations in respect existence of such Loans conflict and in connection with the investigating or Letters of Credit. (b) The Credit Parties agree to indemnify the Agents, the Issuing Lender and each Lender, and each of their Affiliates, officers, directors, employees, agents, trustees, advisors and controlled parties of defending any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees) has retained its own counsel, charges of another firm of counsel for such affected Indemnified Party), and disbursements 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 counsel such Indemnified Party arising out of or relating to any action, claim, litigation, investigation or other proceeding (and environmental consultants including any inquiry or professionalsinvestigation of the foregoing) for (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 Indemniteeother third person), incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of any Credit Document or any other agreement or instrument contemplated hereby, the performance by the parties with respect to the Credit Documents of their respective obligations thereunder or the consummation of the Transactions or to the execution, delivery, enforcement, performance and administration of this Agreement, 206 the other Credit Documents and any such other transactions contemplated hereby, (ii) any Loan or Letter of Credit documents or the use of the proceeds therefrom (of the Loans or Letters of Credit, including any refusal by an Issuing Lenders of the foregoing relating to honor a demand for payment under a Letter of Credit if the documents presented in connection violation of, noncompliance with such demand do not strictly comply with the terms of such Letter of Credit)or liability under, (iii) any Environmental Law or any actual or alleged presence of or release Release of Hazardous Materials onapplicable to the Borrower, at, under or from any Mortgaged Property of its Subsidiaries or any other property currently of the Real Property (all the foregoing in this clause (iii), collectively, the “indemnified liabilities”); provided that the Borrower shall have no obligation hereunder to any Indemnified Party with respect to indemnified liabilities arising from (i) the gross negligence, bad faith or formerly owned, leased or otherwise operated by Borrower willful misconduct of such Indemnified Party or any of its Subsidiaries, or any liability under Environmental Laws related Related Parties as determined in any way to Borrower or any of its Subsidiaries, (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 a final and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, nonappealable judgment as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from jurisdiction, (ii) a material breach of the bad faith, gross negligence, breach 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 Credit Documents or willful misconduct proceeding initiated by the Borrower against the relevant Indemnified Party, solely from a breach of the obligations of such Indemnitees Indemnified Party or its Related Parties under the terms of this Agreement as determined in a final and non-appealable judgment by a court of competent jurisdiction, or (viv) any proceeding between and all recording and filing fees and any and all liabilities with respect to, among Indemnified Parties that does not involve an act or resulting from any delay in paying, stamp, excise and other similar taxes (other than withholding taxes), if any, which may be payable or determined to be payable in connection with omission by the execution and delivery of, or consummation of any direct parent of the transactions contemplated byBorrower, the Borrower or any amendment, supplement or modification of, or any waiver or consent under or in respect of, any Credit Document and any such other documents. (c) To the extent that a Credit Party fails to pay any amount required to be paid by them to an Agent or an Issuing Lender under paragraph (a) or (b) of this subsection 11.5, each Lender severally agrees to pay to such Agent or each Revolving Credit Lender agrees to pay such Issuing Lender, as the case may be, such Lender’s or Revolving Credit Lender’s, as the case may be, pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amountits Restricted Subsidiaries; provided that the unreimbursed expense or indemnified lossAdministrative Agent, claimthe Collateral Agent, damagethe Letter of Credit Issuers, liability or related expensethe Swingline Lenders, as the case may beJoint Lead Arrangers, was incurred by or asserted against such the Joint Bookrunners and the Syndication Agent or such Issuing Lender to the extent acting in its 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. For purposes hereof, a Lender’s or Revolving Credit Lender’s “pro rata share” All amounts payable under this Section 13.5(a) shall be determined based upon its share 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 repayment of the sum of the aggregate amount of the total Loans and Revolving Credit Commitments or Revolving Credit Loans and Revolving Credit Commitments, as the case may be, at the timeall other amounts payable hereunder. (db) To No Credit Party nor any Indemnified Party shall have any liability for any punitive, indirect or consequential damages resulting from this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Effective Date); provided that, nothing in this Section 13.5(b) shall limit any Credit Party’s indemnity obligations to the extent permitted by applicable law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against any Indemnitee, on any theory of liability, for such special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, are included in any third party claim in connection withwith which an Indemnified Party is entitled to indemnification thereunder. No Indemnified Party 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 as a result of, other information transmission systems in connection with this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan, Letter of other Credit Documents or the use transactions contemplated hereby or thereby, except to the extent that such damages have resulted from the willful misconduct, bad faith or gross negligence of the proceeds thereof. (e) All amounts due under this subsection 11.5 shall be payable promptly after written demand therefor. (f) The Credit Parties shall indemnify the Administrative Agent, the Lenders and each Issuer for, and hold the Administrative Agent, the Lenders and each Issuing Lender harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Administrative Agent, the Lenders and the Issuing Lenders for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of Borrower Indemnified Party or any of Borrower’s Subsidiaries in connection with the transactions contemplated by this Agreement. (g) The Credit Parties agree that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this subsection 11.5) or any other Credit Document shall (i) survive payment in full of the Obligations, (ii) survive the release of all or any portion of the Collateral and (iii) inure to the benefit of any Person that was at any time an Indemnitee under this Agreement or any other Credit Document.its Related Parties. 207

Payment of Expenses and Taxes; Indemnification. (a) The Borrower agrees to pay (i) all to reimburse the Bank for its reasonable out-of-pocket costs, fees and expenses paid or incurred by each in connection with the development, preparation, negotiation and execution of, and any amendment, supplement or modification to, the Commitment Letter, this Agreement and the other Borrower Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the Agents transactions contemplated hereby and their respective Affiliatesthereby, including including, without limitation, the reasonable fees, charges fees and disbursements of counsel to the Bank or accountant’s fees and including without limitation a fee of Two Hundred Fifty Dollars ($250.00) for any amendment to the Agents in connection with Letter of Credit, all taxes and assessments, recording fees, the syndication 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 credit facilities provided for hereinCommitment Letter, this Agreement and other documents related to the preparation and administration of the Credit Documents or any amendments, modifications or waivers of the provisions thereof (whether or initial transaction shall not the transactions contemplated hereby or thereby shall be consummated or any such amendment, modification or waiver becomes effective)exceed $25,000, (ii) to reimburse the Bank for all its reasonable out-of-pocket costs and expenses incurred by the Issuing Lenders in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Agents, the Issuing Lender or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Agents, the Issuing Lender or any Lender, in connection with the enforcement or protection preservation of their rights in connection with the Credit Documents, including their any rights under this subsection 11.5, or in connection with the Loans made, or Letters of Credit issued or drawn hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. (b) The Credit Parties agree to indemnify the AgentsAgreement, the Issuing Lender Related Documents and each Lenderany such other documents, and each of their Affiliatesincluding, officerswithout limitation, directors, employees, agents, trustees, advisors and controlled parties of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges fees and disbursements of any counsel (and environmental consultants or professionals) for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of any Credit Document or any other agreement or instrument contemplated hereby, the performance by the parties to the Credit Documents of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an Issuing Lenders to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit)Bank, (iii) any actual or alleged presence or release of Hazardous Materials onto indemnify and hold the Bank harmless, atfrom, under or from any Mortgaged Property or any other property currently or formerly owned, leased or otherwise operated by Borrower or any of its Subsidiaries, or any liability under Environmental Laws related in any way to Borrower or any of its Subsidiaries, (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 party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence, breach of this Agreement or other Credit Documents or willful misconduct of such Indemnitees or (v) 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 (other than withholding 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 or the Related Documents and any Credit Document such other documents with respect to such Borrower, and (iv) to indemnify and hold the Bank (and its respective affiliates, directors, officers, agents and employees (collectively, the “Indemnified Parties”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, 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 Related Documents and any such other documents, including but not limited to (A) any breach by Borrower of any representation, warranty or covenant made in or pursuant to this Agreement; (B) any failure by Borrower to comply with any applicable Legal Requirement or federal or state laws or regulations pertaining to the offer and sale of the Bonds; or (C) any failure by Borrower to comply with any applicable Legal Requirement or the laws or regulations of any jurisdiction (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 arising solely from such Indemnified Party’s gross negligence or willful misconduct. Nothing contained herein is intended to limit the Borrower’s obligations under Section 2.04. (b) Neither the Bank nor any of the officers, directors, employees or agents of the Bank shall be liable or responsible for: (i) the use made of the Letter of Credit or for any acts or omissions of the Trustee or any Letter of Credit beneficiary; (ii) the validity, sufficiency or genuineness of any documents, or endorsements, even if such documents should in fact prove to be in any or all respects invalid, insufficient, fraudulent or forged, (iii) payment by the Bank against presentation of documents which do not comply with the terms of the Letter of Credit, including failure of any documents to bear adequate reference to the Letter of Credit; or (iv) any other circumstances in making payment under the Letter of Credit in accordance with its terms provided, however, the Bank shall be liable to the extent of any direct damages suffered by the Borrower as a result of the Bank’s (y) willful misconduct or gross negligence in determining whether documents presented under the Letter of Credit comply with the terms thereof, or (z) the Bank’s willful failure to pay under the Letter of Credit after presentation to it by the Trustee of a draft and certificate complying with the terms and conditions of the Letter of Credit. The determination of whether a draft has been presented under the Letter of Credit prior to the Letter of Credit Termination Date or whether a draft drawn under the Letter of Credit or any accompanying document or instrument is in proper and sufficient form shall be made by the Bank in its sole discretion, which determination shall be conclusive and binding upon the Borrower, absent manifest error. The Borrower hereby waives any right to object to any payment made under the Letter of Credit against a draft with accompanying documents in the forms provided for in the Letter of Credit but varying in punctuation, capitalization, spelling or similar matters of form. IN NO EVENT SHALL THE BANK EVER BE LIABLE FOR CONSEQUENTIAL OR PUNITIVE DAMAGES, ANY RIGHT OR CLAIM THERETO BEING EXPRESSLY AND UNCONDITIONALLY WAIVED. (c) To The Borrower agrees that it does not have any claims or causes of action against any disclosed or undisclosed officer, director, employee, trustee, shareholder, partner, principal, parent, subsidiary or other affiliate of Bank (collectively, the extent that a Credit Party fails to pay any amount required to be paid by them to an Agent “Bank’s Affiliates”) arising out of or an Issuing Lender under paragraph (a) in connection with this Agreement or (b) of this subsection 11.5, each Lender severally the transactions contemplated hereby. The Borrower agrees to pay look solely to such Agent or each Revolving Credit Lender agrees to pay such Issuing Lender, as the case may be, such Lender’s or Revolving Credit Lender’s, as Bank and its assets for the case may be, pro rata share (determined as satisfaction of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, any liability or related expenseobligation arising out of or in connection with this Agreement or the transactions contemplated hereby, as and further agrees not to sxx or otherwise seek to enforce any personal obligation against any of Bank’s Affiliates with respect to any matters arising out of or in connection with this Agreement or the case may be, was incurred by or asserted against such Agent or such Issuing Lender in its capacity as such. For purposes hereof, a Lender’s or Revolving Credit Lender’s “pro rata share” shall be determined based upon its share of the sum of the aggregate amount of the total Loans and Revolving Credit Commitments or Revolving Credit Loans and Revolving Credit Commitments, as the case may be, at the timetransactions contemplated hereby. (d) To Without limiting the extent permitted by applicable lawgenerality of the foregoing, no Credit Party shall assertthe Borrower hereby unconditionally and irrevocably waives any and all claims and causes of action of any nature whatsoever it may now or hereafter have against Bank’s Affiliates, and each Credit Party hereby waives, unconditionally and irrevocably releases and discharges Bank’s Affiliates from any claim and all liability whatsoever which may now or hereafter accrue in favor of the Borrower against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) Bank’s Affiliates arising out of, of or in connection with, or as a result of, with this Agreement or any agreement the transactions contemplated hereby except for the Bank’s gross negligence or instrument contemplated hereby, the Transactions, any Loan, Letter of Credit or the use of the proceeds thereofwillful misconduct. (e) All amounts due under The provisions of this subsection 11.5 Section 9.05 shall be payable promptly after written demand therefor. (f) The Credit Parties shall indemnify survive the Administrative Agentissuance of the Letter of Credit, the Lenders and each Issuer forperformance of the Obligations of the Borrower hereunder, and hold the Administrative Agent, the Lenders and each Issuing Lender harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Administrative Agent, the Lenders and the Issuing Lenders for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf termination of Borrower or any of Borrower’s Subsidiaries in connection with the transactions contemplated by this Agreement. (g) The Credit Parties agree that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this subsection 11.5) or any other Credit Document shall (i) survive payment in full of the Obligations, (ii) survive the release of all or any portion of the Collateral and (iii) inure to the benefit of any Person that was at any time an Indemnitee under this Agreement or any other Credit Document.

Payment of Expenses and Taxes; Indemnification. (a) Borrower Each Fund, on its own behalf or if applicable on behalf of the investment portfolios thereof which are Borrowers, agrees severally (subject to pay Section 9.5(b) below) (i) all to reimburse the Administrative Agent for its reasonable out-of-pocket costs and expenses incurred by each 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 Agents transactions contemplated hereby and their respective Affiliatesthereby, including including, without limitation, the reasonable fees, charges fees and disbursements of counsel for to the Agents in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Credit Documents or any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated or any such amendment, modification or waiver becomes effective)Administrative Agent, (ii) to reimburse each Lender and the Administrative Agent for all reasonable out-of-pocket its costs and expenses incurred by the Issuing Lenders in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Agents, the Issuing Lender or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Agents, the Issuing Lender or any Lender, in connection with the enforcement or protection preservation of their rights in connection with the Credit Documents, including their any rights under this subsection 11.5, or in connection Agreement with the Loans made, or Letters of Credit issued or drawn hereunder, including all respect to such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. (b) The Credit Parties agree to indemnify the AgentsBorrower, the Issuing Lender other Loan Documents and each Lenderany such other documents, and each of their Affiliatesincluding, officerswithout limitation, directors, employees, agents, trustees, advisors and controlled parties of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges fees and disbursements of any counsel (to each Lender and environmental consultants or professionals) for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of any Credit Document or any other agreement or instrument contemplated hereby, the performance by the parties counsel to the Credit Documents of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an Issuing Lenders to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit)Administrative Agent, (iii) any actual or alleged presence or release of Hazardous Materials on, at, under or to indemnify and hold each Lender and the Administrative Agent harmless from any Mortgaged Property or any other property currently or formerly owned, leased or otherwise operated by Borrower or any of its Subsidiaries, or any liability under Environmental Laws related in any way to Borrower or any of its Subsidiaries, (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 party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence, breach of this Agreement or other Credit Documents or willful misconduct of such Indemnitees or (v) 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 (other than withholding 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, any Credit Document this Agreement, the other Loan Documents and any such other documents. documents with respect to such Borrower, and (civ) To the extent that a Credit Party fails to pay any amount required to be paid by them to an Agent or an Issuing Lender under paragraph (a) or (b) of this subsection 11.5, indemnify and hold each Lender severally agrees to pay to such and the Administrative Agent or each Revolving Credit Lender agrees to pay such Issuing Lender(and their respective affiliates, as directors, officers, agents and employees (collectively with the case may be, such Lender’s or Revolving Credit Lender’s, as Administrative Agent and the case may be, pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent or such Issuing Lender in its capacity as such. For purposes hereof, a Lender’s or Revolving Credit Lender’s “pro rata share” shall be determined based upon its share of the sum of the aggregate amount of the total Loans and Revolving Credit Commitments or Revolving Credit Loans and Revolving Credit Commitments, as the case may be, at the time. (d) To the extent permitted by applicable law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated herebyLenders, the Transactions, any Loan, Letter of Credit or the use of the proceeds thereof. (e"Indemnified Parties")) All amounts due under this subsection 11.5 shall be payable promptly after written demand therefor. (f) The Credit Parties shall indemnify the Administrative Agent, the Lenders and each Issuer for, and hold the Administrative Agent, the Lenders and each Issuing Lender harmless from and against, against any and all claims for brokerage commissionsother liabilities, fees 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 other compensation made against the Administrative Agentadministration of this Agreement, the Lenders actual or proposed use of proceeds, the other Loan Documents and any such other documents (all the Issuing Lenders for foregoing in this clause (iv), collectively, the "indemnified liabilities"), provided, that such 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 broker, finder or consultant Indemnified Party with respect to indemnified liabilities arising from (A) with respect to any agreementIndemnified Party, arrangement the gross negligence or understanding made by willful misconduct of such Indemnified Party, (B) disputes arising between or on behalf among the Lenders or (C) with respect to any such Indemnified Party, the failure of Borrower or such Indemnified Party (and its Affiliates) to comply with any Requirement of Borrower’s Subsidiaries Law. The agreements in connection with this Section shall survive repayment of the transactions contemplated by this AgreementLoans and all other amounts payable hereunder. (gb) The Credit Parties agree Notwithstanding any other provision in this Agreement to the contrary, to the extent any obligation to reimburse or indemnify any Indemnified Party that any indemnification or other protection provided arises pursuant to Section 9.5(a) is not attributable to any Indemnitee pursuant particular Borrower, then such reimbursement or indemnification shall be made by each Borrower (ratably, in accordance with its Pro Rata Allocation). To the extent any such obligation to this Agreement (including pursuant reimburse or indemnify any Indemnified Party is attributable to this subsection 11.5) one or any other Credit Document more Borrowers, then such reimbursement or indemnification shall (i) survive payment in full of the Obligations, (ii) survive the release of all or any portion of the Collateral and (iii) inure be made by each such Borrower to the benefit extent of any Person that was at any time an Indemnitee under this Agreement or any other Credit Documentits liability therefor.

Payment of Expenses and Taxes; Indemnification. Each Company will jointly and severally (a) Borrower agrees to pay (i) or reimburse Laurus for all reasonable of Laurus' out-of-pocket costs and expenses incurred by each in connection with the preparation and execution of, and any amendment, supplement or modification to, the Transaction Documents and the consummation of the Agents transactions contemplated hereby and their respective Affiliatesthereby, including including, without limitation, the reasonable fees, charges fees and disbursements of counsel for the Agents in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Credit Documents or any amendments, modifications or waivers of the provisions thereof to Laurus (whether or not the transactions contemplated hereby or thereby shall be consummated or any such amendment, modification or waiver becomes effectivecounsel is affiliated with Laurus), (iib) pay or reimburse Laurus for all reasonable out-of-pocket its costs and expenses incurred by the Issuing Lenders in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Agents, the Issuing Lender or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Agents, the Issuing Lender or any Lender, in connection with the enforcement or protection preservation of their any rights in connection with under the Credit Transaction Documents, including their rights under this subsection 11.5, or in connection with and the Loans made, or Letters of Credit issued or drawn hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. (b) The Credit Parties agree to indemnify the Agents, the Issuing Lender and each Lender, and each of their Affiliates, officers, directors, employees, agents, trustees, advisors and controlled parties of any verification of the foregoing Persons Accounts Receivable and the credit worthiness of the account debtors, including, without limitation, fees and disbursements of counsel to Laurus (each whether or not such Person being called an “Indemnitee”counsel is affiliated with Laurus) againstand any collateral evaluation (e.g. field examinations, collateral analysis or other business analysis) performed by Laurus or for its benefit as Laurus deems necessary; (c) pay, indemnify, and hold each Indemnitee Laurus harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel (and environmental consultants or professionals) for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of any Credit Document or any other agreement or instrument contemplated hereby, the performance by the parties to the Credit Documents of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an Issuing Lenders to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on, at, under or from any Mortgaged Property or any other property currently or formerly owned, leased or otherwise operated by Borrower or any of its Subsidiaries, or any liability under Environmental Laws related in any way to Borrower or any of its Subsidiaries, (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 party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence, breach of this Agreement or other Credit Documents or willful misconduct of such Indemnitees or (v) any and all recording and filing fees and any and all liabilities with respect to, or resulting from from, any delay in paying, stamp, excise and other similar taxes (other than withholding taxes), if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation of any of the transactions contemplated by, or any amendment, supplement or of modification of, or any waiver or consent under or in respect of, the Transaction Documents; (d) pay, indemnify, and hold Laurus harmless from and against any Credit Document and all claims, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any such kind or nature whatsoever, whether threatened, pending or determined (including attomeys' fees and court costs now or hereafter arising from the enforcement of this clause), (1) with respect to the execution, delivery, enforcement and performance of the Transaction Documents, including, without limitation, the custody, preservation, use or operation of, or the sale of, collection from, or other documents. (c) To the extent that a Credit Party fails to pay realization upon, any amount required to be paid by them to an Agent or an Issuing Lender under paragraph (a) collateral, or (b2) arising directly or indirectly from the activities of this subsection 11.5any Company or any subsidiary, each Lender severally agrees to pay to its predecessors in interest, or third parties with whom any Company or any subsidiary has a contractual relationship, or arising directly or indirectly from the violation of any environmental protection, health, or safety law, whether such Agent claims are asserted by any governmental agency or each Revolving Credit Lender agrees to pay such Issuing Lenderany other person or entity, as the case may be, such Lender’s or Revolving Credit Lender’s, as the case may be, pro rata share (determined 3) arising by virtue of or in connection with any representation or warranty by any Company being untrue as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent or such Issuing Lender in its capacity as such. For purposes hereof, a Lender’s or Revolving Credit Lender’s “pro rata share” shall be determined based upon its share of the sum of the aggregate amount of the total Loans and Revolving Credit Commitments or Revolving Credit Loans and Revolving Credit Commitments, as the case may be, at the time. (d) To the extent permitted by applicable law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement date made or any agreement or instrument contemplated herebycovenant by any Company not being performed as and when required hereunder (all of the foregoing, collectively, the Transactions"indemnified liabilities"); provided, that no Company shall have any Loan, Letter of Credit or the use of the proceeds thereof. (e) All amounts due under this subsection 11.5 shall be payable promptly after written demand therefor. (f) The Credit Parties shall indemnify the Administrative Agent, the Lenders and each Issuer for, and hold the Administrative Agent, the Lenders and each Issuing Lender harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Administrative Agent, the Lenders and the Issuing Lenders for any broker, finder or consultant obligation hereunder to Laurus with respect to any agreement, arrangement or understanding made by or on behalf of Borrower or any of Borrower’s Subsidiaries in connection with the transactions contemplated by this Agreement. (g) The Credit Parties agree that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this subsection 11.5) or any other Credit Document shall indemnified liabilities arising from (i) survive payment in full the gross negligence or willful misconduct of the ObligationsLaurus, (ii) survive salaries and other amounts payable by Laurus to its employees in the release ordinary course of all business (other than for legal fees specifically billed with respect to a particular matter to which the foregoing relates) or any portion of the Collateral and (iii) inure to the benefit of any Person that was at any time an Indemnitee under this Agreement or any expenses incurred by Laurus (other Credit Document.than those specifically

Payment of Expenses and Taxes; Indemnification. (a) The Borrower agrees to pay (i) all to reimburse the Lender for its reasonable out-of-pocket costs and expenses (up to a maximum of $5,000) incurred by each 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 Agents transactions contemplated hereby and their respective Affiliatesthereby, including including, without limitation, the reasonable fees, charges fees and disbursements of counsel for to the Agents in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Credit Documents or any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated or any such amendment, modification or waiver becomes effective)Lender, (ii) to reimburse the Lender for all reasonable out-of-pocket its costs and expenses incurred by the Issuing Lenders in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Agents, the Issuing Lender or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Agents, the Issuing Lender or any Lender, in connection with the enforcement or protection preservation of their rights in connection with the Credit Documents, including their any rights under this subsection 11.5, or in connection Agreement with respect to the Loans made, or Letters of Credit issued or drawn hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. (b) The Credit Parties agree to indemnify the AgentsBorrower, the Issuing Lender other Loan Documents and each Lenderany such other documents, and each of their Affiliatesincluding, officerswithout limitation, directors, employees, agents, trustees, advisors and controlled parties of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges fees and disbursements of any counsel (and environmental consultants or professionals) for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of any Credit Document or any other agreement or instrument contemplated hereby, the performance by the parties to the Credit Documents of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an Issuing Lenders to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit)Lender, (iii) any actual or alleged presence or release of Hazardous Materials on, at, under or from any Mortgaged Property or any other property currently or formerly owned, leased or otherwise operated by Borrower or any of its Subsidiaries, or any liability under Environmental Laws related in any way to Borrower or any of its Subsidiaries, (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of indemnify and hold the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence, breach of this Agreement or other Credit Documents or willful misconduct of such Indemnitees or (v) Lender 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 taxes (other than withholding 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, any Credit Document this Agreement, the other Loan Documents and any such other documents. (c) To documents with respect to the extent that a Credit Party fails to pay any amount required to be paid by them to an Agent or an Issuing Lender under paragraph (a) or (b) of this subsection 11.5, each Lender severally agrees to pay to such Agent or each Revolving Credit Lender agrees to pay such Issuing Lender, as the case may be, such Lender’s or Revolving Credit Lender’s, as the case may be, pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent or such Issuing Lender in its capacity as such. For purposes hereof, a Lender’s or Revolving Credit Lender’s “pro rata share” shall be determined based upon its share of the sum of the aggregate amount of the total Loans and Revolving Credit Commitments or Revolving Credit Loans and Revolving Credit Commitments, as the case may be, at the time. (d) To the extent permitted by applicable law, no Credit Party shall assertBorrower, and each Credit Party hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed iv) to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan, Letter of Credit or the use of the proceeds thereof. (e) All amounts due under this subsection 11.5 shall be payable promptly after written demand therefor. (f) The Credit Parties shall indemnify the Administrative Agent, the Lenders and each Issuer for, and hold the Administrative AgentLender (and its respective affiliates, directors, partners, officers, agents and employees (collectively the Lenders and each Issuing Lender "Indemnified Parties") harmless from and against, against any and all claims for brokerage commissionsother liabilities, fees 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 other compensation made against the Administrative Agentadministration of this Agreement, the Lenders Note and the Issuing Lenders for other Loan Documents, the actual or proposed use of proceeds, the other Loan Documents and any brokersuch other documents (all the foregoing in this clause (iv), finder or consultant collectively, the "indemnified liabilities"), provided, that the Borrower shall have no obligation hereunder to any Indemnified Party with respect to indemnified liabilities arising from (A) with respect to any agreementIndemnified Party, arrangement the negligence or understanding made by or on behalf willful misconduct of Borrower or any of Borrower’s Subsidiaries in connection such Indemnified Party, (B) with the transactions contemplated by this Agreement. (g) The Credit Parties agree that any indemnification or other protection provided respect to any Indemnitee pursuant such Indemnified Party, the failure of such Indemnified Party (and its Affiliates) to comply with any Requirement of Law. The agreements in this Agreement (including pursuant to this subsection 11.5) or any other Credit Document Section shall (i) survive payment in full repayment of the Obligations, (ii) survive the release of Loans and all or any portion of the Collateral and (iii) inure to the benefit of any Person that was at any time an Indemnitee under this Agreement or any other Credit Documentamounts payable hereunder.

Payment of Expenses and Taxes; Indemnification. The Borrower agrees: (a) Borrower agrees to pay (i) or reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred by each in connection with the development, preparation and execution of, and any amendment, supplement or modification to, or waiver or forbearance of, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the Agents transactions contemplated hereby and their respective Affiliatesthereby, including the reasonable fees, charges fees and disbursements of one firm of counsel for to the Agents in connection with the syndication of the credit facilities provided for herein, the preparation Administrative Agent and administration of the Credit Documents or any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated or any such amendment, modification or waiver becomes effective)filing and recording fees and expenses, (iib) to pay or reimburse each Lender and each Agent for all reasonable out-of-pocket its costs and expenses incurred by the Issuing Lenders in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Agents, the Issuing Lender or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Agents, the Issuing Lender or any Lender, in connection with the enforcement or protection preservation of their rights in connection with any rights, privileges, powers or remedies under this Agreement, the Credit Documentsother Loan Documents and any such other documents, including their rights under the fees and disbursements of one firm of counsel selected by the Administrative Agent, together with any special or local counsel, to the Administrative Agent and, following the occurrence and during the continuance of an Event of Default, not more than one other firm of counsel to the Lenders (it being understood that the Borrower shall not be obligated to reimburse any Lender (other than the Administrative Agent as provided above) for its expenses pursuant to this subsection 11.5, or in connection with the Loans made, or Letters of Credit issued or drawn hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. clause (b) The Credit Parties agree except to indemnify the Agents, extent that an Event of Default has occurred and is continuing at the Issuing Lender and each Lender, and each of their Affiliates, officers, directors, employees, agents, trustees, advisors and controlled parties time of any of the foregoing Persons proposed amendment or waiver), (each such Person being called an “Indemnitee”c) againstto pay, indemnify, and hold each Indemnitee Lender and each Agent harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel (and environmental consultants or professionals) for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of any Credit Document or any other agreement or instrument contemplated hereby, the performance by the parties to the Credit Documents of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an Issuing Lenders to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on, at, under or from any Mortgaged Property or any other property currently or formerly owned, leased or otherwise operated by Borrower or any of its Subsidiaries, or any liability under Environmental Laws related in any way to Borrower or any of its Subsidiaries, (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 party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence, breach of this Agreement or other Credit Documents or willful misconduct of such Indemnitees or (v) any and all recording and filing fees and any and all liabilities with respect to, or resulting from from, any delay in paying, stamp, excise and other similar taxes (other than withholding taxes), if any, which that may be payable or determined to be payable in connection with the execution and delivery of, or consummation of 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, any Credit Document this Agreement, the other Loan Documents and any such other documents. (c) To the extent that a Credit Party fails to pay any amount required to be paid by them to an Agent or an Issuing Lender under paragraph (a) or (b) of this subsection 11.5, each Lender severally agrees to pay to such Agent or each Revolving Credit Lender agrees to pay such Issuing Lender, as the case may be, such Lender’s or Revolving Credit Lender’s, as the case may be, pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent or such Issuing Lender in its capacity as such. For purposes hereof, a Lender’s or Revolving Credit Lender’s “pro rata share” shall be determined based upon its share of the sum of the aggregate amount of the total Loans and Revolving Credit Commitments or Revolving Credit Loans and Revolving Credit Commitments, as the case may be, at the time. (d) To if any Event of Default shall have occurred, to pay or reimburse all reasonable fees and expenses of a financial advisor engaged on behalf of, or for the extent permitted by applicable lawbenefit of, no Credit Party shall assertthe Agents and the Lenders accruing from and after the occurrence of such Event of Default, (e) to pay, indemnify, and hold each Credit Party hereby waivesLender, any claim each Agent, their advisors and affiliates and their respective officers, directors, trustees, employees, agents and controlling persons (each, an “Indemnitee”) harmless from and against any Indemniteeand all other liabilities, on obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any theory kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated herebyAgreement, the Transactionsother Loan Documents and any such other documents, including any Loan, Letter of Credit or the foregoing relating to the use of proceeds of the proceeds thereof. (e) All amounts due Loans, including the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under this subsection 11.5 shall be payable promptly after written demand therefor. any Loan Document, and (f) The Credit Parties shall indemnify the Administrative Agentto pay, the Lenders and each Issuer forindemnify, and hold the Administrative Agent, the Lenders and each Issuing Lender Indemnitee harmless from and againstagainst any actual or prospective claim, any and all claims for brokerage commissionslitigation, fees and other compensation made against the Administrative Agent, the Lenders and the Issuing Lenders for any broker, finder investigation or consultant with respect proceeding relating to any agreement, arrangement or understanding made by or on behalf of Borrower or any of Borrower’s Subsidiaries in connection with the transactions contemplated by this Agreement. (g) The Credit Parties agree that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this subsection 11.5) or any other Credit Document shall (i) survive payment in full of the Obligations, (ii) survive the release of all or any portion of the Collateral and (iii) inure to the benefit of any Person that was at any time an Indemnitee under this Agreement or any other Credit Document.matters described - 98-

Payment of Expenses and Taxes; Indemnification. (a) Borrower agrees The Borrowers agree to pay (i) or reimburse the Agent for 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, including the reasonable, documented and out-of-pocket expenses incurred by each of the Agents and their respective Affiliates, including the reasonable fees, charges fees and disbursements of one counsel to the Agent 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, (b) The Borrowers agree (i) to pay or reimburse each Lender and the Agent for the Agents in connection with the syndication of the credit facilities provided for herein, the preparation all its costs and administration of the Credit Documents or any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated or any such amendment, modification or waiver becomes effective), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Lenders in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Agents, the Issuing Lender or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Agents, the Issuing Lender or any Lender, in connection with the enforcement or protection preservation of their rights in connection with the Credit Documents, including their any rights under this subsection 11.5, or in connection with the Loans made, or Letters of Credit issued or drawn hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. (b) The Credit Parties agree to indemnify the AgentsAgreement, the Issuing Lender other Loan Documents and each Lender, and each of their Affiliates, officers, directors, employees, agents, trustees, advisors and controlled parties of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expensesother documents, including the reasonable fees, charges fees and disbursements of any counsel (to each Lender and environmental consultants or professionals) for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of any Credit Document or any other agreement or instrument contemplated hereby, the performance by the parties counsel to the Credit Documents of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated herebyAgent, (ii) any Loan or Letter of Credit or to pay, indemnify, and hold the use of Agent and the proceeds therefrom (including any refusal by an Issuing Lenders to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit)harmless from, (iii) any actual or alleged presence or release of Hazardous Materials on, at, under or from any Mortgaged Property or any other property currently or formerly owned, leased or otherwise operated by Borrower or any of its Subsidiaries, or any liability under Environmental Laws related in any way to Borrower or any of its Subsidiaries, (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 party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence, breach of this Agreement or other Credit Documents or willful misconduct of such Indemnitees or (v) 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 (other than withholding 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, and (iii) to pay or reimburse each Lender and the Agent for any amendment, supplement or modification of, or any waiver or consent under or in respect of, any Credit Document this Agreement, the other Loan Documents and any such other documents; provided that to the extent that the costs and expenses referred to in this clause (iii) consist of fees, costs and expenses of counsel, Borrowers shall only be obligated to pay such reasonable and documented out-of-pocket fees, costs and expenses for one firm of counsel for Agent and one firm of counsel for the Lenders, and, if necessary, a single firm of local counsel to Agent together with the Lenders in each appropriate jurisdiction and a single special or regulatory counsel to Agent to the extent necessary or appropriate in each specialty area, in each case, incurred in connection with the Loan Documents or related transactions. (c) To The Borrowers agree to pay, indemnify, and hold the each Lender and the Agent and their respective officers, directors, employees, affiliates, agents and controlling persons (each, an “Indemnitee”) 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 with respect to (i) the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including any of the foregoing relating to the use of proceeds of the Loans, (ii) the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of any Loan Party or any of the Mortgaged Properties, or (iii) actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (including the cost of successfully defending itself against a claim brought by a party hereto) (all the foregoing in this clause (c), collectively, the “Indemnified Liabilities”); provided, that the Borrowers shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent that such Indemnified Liabilities are found by a Credit Party fails final and non-appealable decision of a court of competent jurisdiction to pay any amount required to be paid by them to an Agent have resulted from the gross negligence or an Issuing Lender under paragraph (a) or (b) of this subsection 11.5, each Lender severally agrees to pay to such Agent or each Revolving Credit Lender agrees to pay such Issuing Lender, as the case may be, such Lender’s or Revolving Credit Lender’s, as the case may be, pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) willful misconduct of such unpaid amount; provided that Indemnitee. Without limiting the unreimbursed expense or indemnified lossforegoing, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent or such Issuing Lender in its capacity as such. For purposes hereof, a Lender’s or Revolving Credit Lender’s “pro rata share” shall be determined based upon its share of the sum of the aggregate amount of the total Loans and Revolving Credit Commitments or Revolving Credit Loans and Revolving Credit Commitments, as the case may be, at the time. (d) To to the extent permitted by applicable law, no Credit Party shall the Borrowers agree not to assert and to cause its Subsidiaries not to assert, and each Credit Party hereby waiveswaive and agree to cause their Subsidiaries to waive, all rights for contribution or any claim 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, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan, Letter of Credit or the use of the proceeds thereof. (ed) All amounts due under this subsection 11.5 Section 9.5 shall be payable promptly not later than ten (10) days after written demand therefor. (f) . The Credit Parties agreements in this Section 9.5 shall indemnify survive the Administrative Agent, payment of the Lenders and each Issuer for, and hold the Administrative Agent, the Lenders and each Issuing Lender harmless from and against, any Loans and all claims for brokerage commissions, fees and other compensation made against the Administrative Agent, the Lenders amounts payable hereunder and the Issuing Lenders for any broker, finder resignation or consultant with respect to any agreement, arrangement or understanding made by or on behalf of Borrower or any of Borrower’s Subsidiaries in connection with the transactions contemplated by this Agreement. (g) The Credit Parties agree that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this subsection 11.5) or any other Credit Document shall (i) survive payment in full removal of the Obligations, (ii) survive the release of all or any portion of the Collateral and (iii) inure to the benefit of any Person that was at any time an Indemnitee under this Agreement or any other Credit DocumentAgent.

Payment of Expenses and Taxes; Indemnification. Borrower agrees (a) Borrower agrees to pay or reimburse the Agent and, (i1) if an Event of Default has occurred and is continuing or (2) if the Borrower requests and is granted a written amendment, restatement, supplement, waiver or other modification hereto that modifies the Financial Covenants in a manner that is more favorable to the Borrower (a “Financial Covenant Amendment”) and (3) there exists an actual or perceived conflict of interest among the Agent and/or the Lenders with respect to such Event of Default or Financial Covenant Amendment, the Lenders for all reasonable out-of-pocket costs and expenses incurred by each in connection with the development, negotiation, preparation and execution of, and any amendment, supplement or modification to, this Agreement, the other Credit Documents and the other Transaction Documents and Fourth Amendment Transaction Documents, and the consummation and administration of the Agents Transactions and their respective Affiliatesthe Fourth Amendment Transactions, and any other document, instrument, agreement or transaction related to the foregoing, including the reasonable fees, disbursements and other charges and disbursements of counsel for and other third party advisors to the Agents in connection with Agent and/or the syndication of the credit facilities Lenders; provided for hereinthat, the preparation and administration of the Credit Documents Borrower’s obligation to pay or any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated or any such amendment, modification or waiver becomes effective), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Lenders in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Agents, the Issuing Lender or any Lender, including reimburse the reasonable fees, disbursements and other charges of counsel to Lenders in the case of clauses (1) or (2) and (3) above shall be limited to the fees, disbursements and other charges of any one outside counsel to all affected Lenders, taken as a whole, and, if reasonably necessary, one additional local counsel in each relevant jurisdiction to all affected Lenders, taken as a whole, (b) to pay or reimburse the Agent and the Lenders for the Agents, the Issuing Lender or any Lender, all costs and expenses incurred in connection with the enforcement or protection preservation of their any rights under this Agreement, the other Credit Documents and the other Transaction Documents and Fourth Amendment Transaction Documents, including the fees, disbursements and other charges of counsel and third party advisors to each Lender and of counsel to the Agent (including all cost and expenses incurred in connection with any workout or restructuring in respect of the Credit DocumentsLoans, including their rights under this subsection 11.5, or in connection with the Loans made, or Letters of Credit issued or drawn hereunder, including all such out-of-pocket costs and expenses incurred during any workoutlegal proceedings, restructuring or negotiations in respect of such Loans or Letters of Credit. including any proceeding under any Debtor Relief Law), (bc) The Credit Parties agree to indemnify the Agentspay, the Issuing Lender and each Lender, and each of their Affiliates, officers, directors, employees, agents, trustees, advisors and controlled parties of any of the foregoing Persons (each such Person being called an “Indemnitee”) againstindemnify, and hold each Indemnitee harmless from, the Agent and the Lenders from any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel (and environmental consultants or professionals) for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of any Credit Document or any other agreement or instrument contemplated hereby, the performance by the parties to the Credit Documents of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an Issuing Lenders to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on, at, under or from any Mortgaged Property or any other property currently or formerly owned, leased or otherwise operated by Borrower or any of its Subsidiaries, or any liability under Environmental Laws related in any way to Borrower or any of its Subsidiaries, (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 party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence, breach of this Agreement or other Credit Documents or willful misconduct of such Indemnitees or (v) 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 (other than withholding taxes)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 Credit Documents and the other Transaction Documents and Fourth Amendment Transaction Documents, (d) to pay or reimburse the Agent and Lenders, as applicable, for all reasonable fees and expenses incurred in exercising their respective rights under Section 8.02 and (e) to pay, indemnify and hold harmless the Agent, the Lenders and their respective Related Parties from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses and disbursements of any kind or nature whatsoever, including all fees, disbursements and other charges of counsel and other third party advisors and all fees, costs and expenses incurred in connection with investigating, preparing to defend or defending against, or participating in, or providing evidence in or preparing to serve or serving as a witness with respect to, any action or other proceeding relating to any of the foregoing (whether or not such party is a party to any such action or proceeding), with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Credit Documents, the Transaction Documents, the Fourth Amendment Transaction Documents, the consummation of the Transactions and the Fourth Amendment Transactions and any other document, instrument, agreement or transaction related to the foregoing, including any of the foregoing relating to the actual, potential or alleged violation of, noncompliance with or liability under, any Environmental Law or any actual, potential or alleged presence or Release of or exposure to Hazardous Materials applicable to the operations of each Credit Party, any of its Subsidiaries or to any of their Real Property, or any actual, potential or alleged natural resource damages or harm or injury to any other property whether or not any Lender, Agent or any of their Related Parties are a mortgagee in possession or the successor-in-interest to any Credit Document Party (all the foregoing in this clause (e), collectively, the “indemnified liabilities”); provided that (i) the Credit Parties shall have no obligation hereunder to the Agent or any Lender nor any of their Related Parties with respect to indemnified liabilities that result from the gross negligence or willful misconduct of such Person seeking indemnification, as determined by a final non-appealable judgment of a court of competent jurisdiction and any such other documents. (ii) except as otherwise specified in clause (c) above, this Section 12.05 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. Except as agreed by the Agent and the Borrower, all amounts due under this Section 12.05 shall be paid within thirty (30) days after written request therefor. The agreements in this Section 12.05 shall survive the resignation of any Agent, the replacement of any Lender and the repayment in full in cash of the Loans and all other Obligations and the termination of this Agreement. To the extent that a Credit Party fails to pay any amount required to be paid by them to an Agent or an Issuing Lender under paragraph (a) or (b) of this subsection 11.5, each Lender severally agrees to pay to such Agent or each Revolving Credit Lender agrees to pay such Issuing Lender, as the case may be, such Lender’s or Revolving Credit Lender’s, as the case may be, pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent or such Issuing Lender in its capacity as such. For purposes hereof, a Lender’s or Revolving Credit Lender’s “pro rata share” shall be determined based upon its share of the sum of the aggregate amount of the total Loans and Revolving Credit Commitments or Revolving Credit Loans and Revolving Credit Commitments, as the case may be, at the time. (d) To the fullest extent permitted by applicable lawApplicable Law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against any IndemniteeLender, 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 Agreement, any other Credit Document or any agreement other Transaction Document or instrument contemplated herebyFourth Amendment Transaction Documents, the Transactions, the Fourth Amendment Transactions, any Loan, Letter of Credit Loan or the use of the proceeds thereof. (e) All amounts due under this subsection 11.5 . No Lender, no Agent nor any of their respective Related Parties shall be payable promptly after written demand therefor. (f) The Credit Parties shall indemnify the Administrative Agent, the Lenders and each Issuer for, and hold the Administrative Agent, the Lenders and each Issuing Lender harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Administrative Agent, the Lenders and the Issuing Lenders liable for any brokerdamages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, finder electronic or consultant with respect to any agreement, arrangement or understanding made by or on behalf of Borrower or any of Borrower’s Subsidiaries other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated by this Agreement. (g) The Credit Parties agree that any indemnification hereby or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this subsection 11.5) or any other Credit Document shall (i) survive payment in full of the Obligations, (ii) survive the release of all or any portion of the Collateral and (iii) inure to the benefit of any Person that was at any time an Indemnitee under this Agreement or any other Credit Document.thereby. 135

Payment of Expenses and Taxes; Indemnification. (a) The Borrower agrees to pay (i) to pay or reimburse each of the Agents, each Joint Lead Arranger, each Joint Bookrunner and each Syndication Agent for all their reasonable and documented and invoiced out-of-pocket costs and reasonable expenses incurred by each (without duplication) associated with the syndication of the Agents Credit Facilities and their respective Affiliatesincurred in connection with the development, preparation, execution and delivery of, and any amendment, supplement and/or modification to this Agreement and the other 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 the reasonable fees, disbursements and other charges and disbursements of Shearman & Sterling LLP as counsel for to the Agents with statements with respect to the foregoing to be submitted to the Borrower prior to the Closing Date (in connection 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 syndication of the credit facilities provided for hereinconsent of, the preparation and administration of the Credit Documents or any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated or any such amendment, modification or waiver becomes effective)Borrower, (ii) to pay or reimburse the Collateral Agent, the Administrative Agent and each Lender for all their reasonable and documented and invoiced out-of-pocket costs and reasonable expenses incurred by the Issuing Lenders in connection with the issuance, amendment, renewal enforcement or extension preservation of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Agentsrights under this Agreement, the Issuing Lender or other Credit Documents and any Lendersuch other documents, including the reasonable fees, disbursements and other charges of one firm or counsel to the Administrative Agent 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, the Administrative Agent, the Collateral Agent, each Joint Lead Arranger, the Joint Bookrunners, the Syndication Agents, each Letter of Credit Issuer and their respective Related Parties (without duplication) (the “Indemnified Parties”) from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, reasonable expenses or disbursements of any counsel for the Agentskind or nature whatsoever (including, the Issuing Lender but not limited to, any action, claim, litigation, investigation, inquiry or any Lenderother proceeding), in connection with the enforcement including, taken as a whole, reasonable and documented or protection of their rights in connection with the Credit Documents, including their rights under this subsection 11.5, or in connection with the Loans made, or Letters of Credit issued or drawn hereunder, including all such invoiced out-of-pocket expenses incurred during 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 workout, restructuring or negotiations in respect existence of such Loans conflict and in connection with the investigating or Letters of Credit. (b) The Credit Parties agree to indemnify the Agents, the Issuing Lender and each Lender, and each of their Affiliates, officers, directors, employees, agents, trustees, advisors and controlled parties of defending any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees) has retained its own counsel, charges of another firm of counsel for such affected Indemnified Party), and disbursements 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 counsel such Indemnified Party arising out of or relating to any action, claim, litigation, investigation or other proceeding (and environmental consultants including any inquiry or professionalsinvestigation of the foregoing) for (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 Indemniteeother third person), incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of any Credit Document or any other agreement or instrument contemplated hereby, the performance by the parties with respect to the Credit Documents of their respective obligations thereunder or the consummation of the Transactions or to the execution, delivery, enforcement, performance and administration of this Agreement, the other Credit Documents and any such other transactions contemplated hereby, (ii) any Loan or Letter of Credit documents or the use of the proceeds therefrom (of the Loans or Letters of Credit, including any refusal by an Issuing Lenders of the foregoing relating to honor a demand for payment under a Letter of Credit if the documents presented in connection violation of, noncompliance with such demand do not strictly comply with the terms of such Letter of Credit)or liability under, (iii) any Environmental Law or any actual or alleged presence of or release Release of Hazardous Materials onapplicable to the Borrower, at, under or from any Mortgaged Property of its Subsidiaries or any other property currently of the Real Property (all the foregoing in this clause (iii), collectively, the “indemnified liabilities”); provided that the Borrower shall have no obligation hereunder to any Indemnified Party with respect to indemnified liabilities arising from (i) the gross negligence, bad faith or formerly owned, leased or otherwise operated by Borrower willful misconduct of such Indemnified Party or any of its Subsidiaries, or any liability under Environmental Laws related Related Parties as determined in any way to Borrower or any of its Subsidiaries, (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 a final and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, nonappealable judgment as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from jurisdiction, (ii) a material breach of the bad faith, gross negligence, breach 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 Credit Documents or willful misconduct proceeding initiated by the Borrower against the relevant Indemnified Party, solely from a breach of the obligations of such Indemnitees Indemnified Party or its Related Parties under the terms of this Agreement as determined in a final and non-appealable judgment by a court of competent jurisdiction, or (viv) any proceeding between and all recording and filing fees and any and all liabilities with respect to, among Indemnified Parties that does not involve an act or resulting from any delay in paying, stamp, excise and other similar taxes (other than withholding taxes), if any, which may be payable or determined to be payable in connection with omission by the execution and delivery of, or consummation of any direct parent of the transactions contemplated byBorrower, the Borrower or any amendment, supplement or modification of, or any waiver or consent under or in respect of, any Credit Document and any such other documents. (c) To the extent that a Credit Party fails to pay any amount required to be paid by them to an Agent or an Issuing Lender under paragraph (a) or (b) of this subsection 11.5, each Lender severally agrees to pay to such Agent or each Revolving Credit Lender agrees to pay such Issuing Lender, as the case may be, such Lender’s or Revolving Credit Lender’s, as the case may be, pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amountits Restricted Subsidiaries; provided that the unreimbursed expense or indemnified lossAdministrative Agent, claimthe Collateral Agent, damagethe Letter of Credit Issuers, liability or related expensethe Swingline Lender, as the case may beJoint Lead Arrangers, was incurred by or asserted against such Agent or such Issuing Lender the Joint Bookrunners and the Syndication Agents to the extent acting in its 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. For purposes hereof, a Lender’s or Revolving Credit Lender’s “pro rata share” All amounts payable under this Section 13.5(a) shall be determined based upon its share 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 repayment of the sum of the aggregate amount of the total Loans and Revolving Credit Commitments or Revolving Credit Loans and Revolving Credit Commitments, as the case may be, at the timeall other amounts payable hereunder. (db) To No Credit Party nor any Indemnified Party shall have any liability for any punitive, indirect or consequential damages resulting from this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date); provided that, nothing in this Section 13.5(b) shall limit any Credit Party’s indemnity obligations to the extent permitted by applicable law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against any Indemnitee, on any theory of liability, for such special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, are included in any third party claim in connection withwith which an Indemnified Party is entitled to indemnification thereunder. No Indemnified Party 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 as a result of, other information transmission systems in connection with this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan, Letter of other Credit Documents or the use transactions contemplated hereby or thereby, except to the extent that such damages have resulted from the willful misconduct, bad faith or gross negligence of the proceeds thereof. (e) All amounts due under this subsection 11.5 shall be payable promptly after written demand therefor. (f) The Credit Parties shall indemnify the Administrative Agent, the Lenders and each Issuer for, and hold the Administrative Agent, the Lenders and each Issuing Lender harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Administrative Agent, the Lenders and the Issuing Lenders for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of Borrower Indemnified Party or any of Borrower’s Subsidiaries in connection with the transactions contemplated by this Agreementits Related Parties. (g) The Credit Parties agree that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this subsection 11.5) or any other Credit Document shall (i) survive payment in full of the Obligations, (ii) survive the release of all or any portion of the Collateral and (iii) inure to the benefit of any Person that was at any time an Indemnitee under this Agreement or any other Credit Document.

Payment of Expenses and Taxes; Indemnification. (a) The Borrower agrees to pay (i) to pay all reasonable out-of-out of pocket costs and expenses incurred by each of the Agents and their respective AffiliatesAgent, including the reasonable fees, charges fees and disbursements of special counsel for the Agents Agent, in connection with the syndication negotiation, preparation, execution and delivery of this Credit Agreement, the Notes, Credit Party Pledge Agreements, and any other Credit Document, and (ii) to pay all reasonable out of pocket costs and expenses of the credit facilities provided for hereinBanks in connection with the enforcement of this Credit Agreement, the preparation Notes, and administration of the any other Credit Documents or any amendmentsDocument, modifications or waivers of the provisions thereof including reasonable attorneys' fees and disbursements arising in connection therewith (whether or not suit is instituted). (b) Whether or not the transactions contemplated hereby are consummated, the Borrower agrees to indemnify, save and hold harmless each Agent-Related Person, each Bank and their respective Affiliates, directors, officers, employees, counsel, agents and attorneys-in-fact (collectively the "Indemnitees") from and against: (i) any and all claims, demands, actions or thereby shall be consummated causes of action that are asserted against any Indemnitee by any Person (other than the Agent or any Bank) relating directly or indirectly to a claim, demand, action or cause of action that such amendmentPerson asserts or may assert against any Credit Party, modification any Affiliate of any Credit Party or waiver becomes effective), any of their respective officers or directors; (ii) any and all reasonable out-of-pocket expenses incurred by claims, demands, actions or causes of action that may at any time (including at any time following repayment of the Issuing Lenders in connection with Obligations and the issuance, amendment, renewal resignation or extension removal of the Agent or the replacement of any Letter Bank) be asserted or imposed against any Indemnitee, arising out of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Agentsrelating to, the Issuing Lender or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Agents, the Issuing Lender or any Lender, in connection with the enforcement or protection of their rights in connection with the Credit Documents, including their rights under this subsection 11.5, or in connection with the Loans made, or Letters of any predecessor Credit issued or drawn hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. (b) The Credit Parties agree to indemnify the AgentsDocuments, the Issuing Lender and each Lender, and each of their Affiliates, officers, directors, employees, agents, trustees, advisors and controlled parties of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel (and environmental consultants or professionals) for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of any Credit Document or any other agreement or instrument contemplated herebyCommitments, the performance by the parties to the Credit Documents of their respective obligations thereunder use or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including of any refusal by an Issuing Lenders to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter Extension of Credit), or the relationship of any Credit Party, the Agent and the Banks under this Credit Agreement or any other Credit Document; (iii) any actual administrative or alleged presence investigative proceeding by any Governmental Authority arising out of or release of Hazardous Materials on, at, under or from any Mortgaged Property or any other property currently or formerly owned, leased or otherwise operated by Borrower or any of its Subsidiaries, or any liability under Environmental Laws related in any way to Borrower or any of its Subsidiaries, (iv) any actual or prospective a claim, litigationdemand, investigation action or proceeding relating to any cause of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence, breach of this Agreement or other Credit Documents or willful misconduct of such Indemnitees or (v) any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay action described in paying, stamp, excise and other similar taxes (other than withholding taxes), if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, any Credit Document and any such other documents. (c) To the extent that a Credit Party fails to pay any amount required to be paid by them to an Agent or an Issuing Lender under paragraph subsection (a) or (b) above; and (iv) any and all liabilities (including liabilities under indemnities), losses, costs or expenses (including reasonable fees and costs of this subsection 11.5, each Lender severally agrees to pay to such Agent counsel) that any Indemnitee suffers or each Revolving Credit Lender agrees to pay such Issuing Lender, incurs as the case may be, such Lender’s or Revolving Credit Lender’s, as the case may be, pro rata share (determined as a result of the time that the applicable unreimbursed expense or indemnity payment is sought) assertion of such unpaid amount; provided that the unreimbursed expense or indemnified loss, any foregoing claim, damagedemand, liability action, cause of action or related expense, as the case may be, was incurred by or asserted against such Agent or such Issuing Lender in its capacity as such. For purposes hereof, a Lender’s or Revolving Credit Lender’s “pro rata share” shall be determined based upon its share of the sum of the aggregate amount of the total Loans and Revolving Credit Commitments or Revolving Credit Loans and Revolving Credit Commitments, as the case may be, at the time. (d) To the extent permitted by applicable law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection withproceeding, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan, Letter of Credit or the use of the proceeds thereof. (e) All amounts due under this subsection 11.5 shall be payable promptly after written demand therefor. (f) The Credit Parties shall indemnify the Administrative Agent, the Lenders and each Issuer for, and hold the Administrative Agent, the Lenders and each Issuing Lender harmless from and against, preparation of any and all claims for brokerage commissions, fees and other compensation made against the Administrative Agent, the Lenders and the Issuing Lenders for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of Borrower or any of Borrower’s Subsidiaries defense in connection with the transactions contemplated by this Agreement. (g) The Credit Parties agree that any indemnification foregoing claim, demand, action, cause of action or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this subsection 11.5) proceeding, in all cases, whether or any other Credit Document shall (i) survive payment in full not arising out of the Obligationsnegligence of an Indemnitee, and whether or not an Indemnitee is a party to such claim, demand, action, cause of action or proceeding (ii) all the foregoing, collectively, the "Indemnified Liabilities"); provided that no Indemnitee shall be entitled to indemnification for any claim caused by its own gross negligence or willful misconduct or for any loss asserted against it by another Indemnitee. The agreements in this Section shall survive the release termination of the Commitments and repayment of all or any portion of the Collateral and (iii) inure to the benefit of any Person that was at any time an Indemnitee under this Agreement or any other Credit DocumentObligations.

Payment of Expenses and Taxes; Indemnification. (a) Borrower Each Fund, on ---------------------------------------------- its own behalf or if applicable on behalf of the investment portfolios thereof which are Xxxxxxxxx, agrees severally (subject to pay Section 9.5(b) below) (i) all to reimburse the Administrative Agent for its reasonable out-of-pocket costs and expenses incurred by each 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 Agents transactions contemplated hereby and their respective Affiliatesthereby, including including, without limitation, the reasonable fees, charges fees and disbursements of counsel for to the Agents in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Credit Documents or any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated or any such amendment, modification or waiver becomes effective)Administrative Agent, (ii) to reimburse each Lender and the Administrative Agent for all reasonable out-of-pocket its costs and expenses incurred by the Issuing Lenders in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Agents, the Issuing Lender or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Agents, the Issuing Lender or any Lender, in connection with the enforcement or protection preservation of their rights in connection with the Credit Documents, including their any rights under this subsection 11.5, or in connection Agreement with the Loans made, or Letters of Credit issued or drawn hereunder, including all respect to such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. (b) The Credit Parties agree to indemnify the AgentsBorrower, the Issuing Lender other Loan Documents and each Lenderany such other documents, and each of their Affiliatesincluding, officerswithout limitation, directors, employees, agents, trustees, advisors and controlled parties of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges fees and disbursements of any counsel (to each Lender and environmental consultants or professionals) for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of any Credit Document or any other agreement or instrument contemplated hereby, the performance by the parties counsel to the Credit Documents of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an Issuing Lenders to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit)Administrative Agent, (iii) any actual or alleged presence or release of Hazardous Materials on, at, under or to indemnify and hold each Lender and the Administrative Agent harmless from any Mortgaged Property or any other property currently or formerly owned, leased or otherwise operated by Borrower or any of its Subsidiaries, or any liability under Environmental Laws related in any way to Borrower or any of its Subsidiaries, (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 party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence, breach of this Agreement or other Credit Documents or willful misconduct of such Indemnitees or (v) 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 (other than withholding 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, any Credit Document this Agreement, the other Loan Documents and any such other documents. documents with respect to such Borrower, and (civ) To the extent that a Credit Party fails to pay any amount required to be paid by them to an Agent or an Issuing Lender under paragraph (a) or (b) of this subsection 11.5, indemnify and hold each Lender severally agrees to pay to such and the Administrative Agent or each Revolving Credit Lender agrees to pay such Issuing Lender(and their respective affiliates, as directors, officers, agents and employees (collectively with the case may be, such Lender’s or Revolving Credit Lender’s, as Administrative Agent and the case may be, pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent or such Issuing Lender in its capacity as such. For purposes hereof, a Lender’s or Revolving Credit Lender’s “pro rata share” shall be determined based upon its share of the sum of the aggregate amount of the total Loans and Revolving Credit Commitments or Revolving Credit Loans and Revolving Credit Commitments, as the case may be, at the time. (d) To the extent permitted by applicable law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated herebyLenders, the Transactions, any Loan, Letter of Credit or the use of the proceeds thereof. (e"Indemnified Parties")) All amounts due under this subsection 11.5 shall be payable promptly after written demand therefor. (f) The Credit Parties shall indemnify the Administrative Agent, the Lenders and each Issuer for, and hold the Administrative Agent, the Lenders and each Issuing Lender harmless from and against, against any and all claims for brokerage commissionsother ------------------- liabilities, fees 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 other compensation made against the Administrative Agentadministration of this Agreement, the Lenders actual or proposed use of proceeds, the other Loan Documents and any such other documents (all the Issuing Lenders for foregoing in this clause (iv), collectively, the "indemnified ----------- liabilities"), provided, that such 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 broker, finder or consultant Indemnified Party with respect to indemnified liabilities arising from (A) with respect to any agreementIndemnified Party, arrangement the gross negligence or understanding made by willful misconduct of such Indemnified Party, (B) disputes arising between or on behalf among the Lenders or (C) with respect to any such Indemnified Party, the failure of Borrower or such Indemnified Party (and its Affiliates) to comply with any Requirement of Borrower’s Subsidiaries Law. The agreements in connection with this Section shall survive repayment of the transactions contemplated by this AgreementLoans and all other amounts payable hereunder. (gb) The Credit Parties agree Notwithstanding any other provision in this Agreement to the contrary, to the extent any obligation to reimburse or indemnify any Indemnified Party that any indemnification or other protection provided arises pursuant to Section 9.5(a) is not attributable to any Indemnitee pursuant particular Borrower, then such reimbursement or indemnification shall be made by each Borrower (ratably, in accordance with its Pro Rata Allocation). To the extent any such obligation to this Agreement (including pursuant reimburse or indemnify any Indemnified Party is attributable to this subsection 11.5) one or any other Credit Document more Borrowers, then such reimbursement or indemnification shall (i) survive payment in full of the Obligations, (ii) survive the release of all or any portion of the Collateral and (iii) inure be made by each such Borrower to the benefit extent of any Person that was at any time an Indemnitee under this Agreement or any other Credit Documentits liability therefor.

Payment of Expenses and Taxes; Indemnification. Each of the Credit Parties agrees (a) Borrower agrees to pay (i) or reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred by each in connection with the development, preparation, negotiation, printing and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the Agents transactions contemplated hereby and their respective Affiliatesthereby, including together with the reasonable fees, charges fees and disbursements of counsel for to the Agents in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Credit Documents or any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated or any such amendment, modification or waiver becomes effective)Administrative Agent, (iib) to pay or reimburse each Lender and the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred by the Issuing Lenders in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Agents, the Issuing Lender or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Agents, the Issuing Lender or any Lender, in connection with the enforcement or protection preservation of their any rights under this Agreement and the other Credit Documents (including in connection with the sale of, collection from, or other realization upon any of the Collateral or the enforcement of the Credit Documents), including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent and to each Lender, (c) all costs and expenses of creating and perfecting Liens in favor of Administrative Agent on behalf of Lender Parties pursuant to any Security Document, including their rights under this subsection 11.5filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, and reasonable fees, expenses and disbursements of counsel to Administrative Agent and of counsel providing any opinions that Administrative Agent or Required Lenders may request in respect of the Security Documents or the Liens created pursuant thereto, (d) all costs and expenses incurred by Administrative Agent in connection with the Loans made, custody or Letters of Credit issued or drawn hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. (b) The Credit Parties agree to indemnify the Agents, the Issuing Lender and each Lender, and each of their Affiliates, officers, directors, employees, agents, trustees, advisors and controlled parties preservation of any of the foregoing Persons Collateral, (each such Person being called an “Indemnitee”e) againstall costs and expenses, including reasonable attorneys’ fees and fees, costs and expenses of accountants, advisors and consultants, incurred by Administrative Agent and its counsel relating to efforts to protect, evaluate, assess or dispose of any of the Collateral, (f) on demand, to pay, indemnify, and hold the Administrative Agent and each Indemnitee Lender harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel (and environmental consultants or professionals) for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of any Credit Document or any other agreement or instrument contemplated hereby, the performance by the parties to the Credit Documents of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an Issuing Lenders to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on, at, under or from any Mortgaged Property or any other property currently or formerly owned, leased or otherwise operated by Borrower or any of its Subsidiaries, or any liability under Environmental Laws related in any way to Borrower or any of its Subsidiaries, (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 party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence, breach of this Agreement or other Credit Documents or willful misconduct of such Indemnitees or (v) 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 (other than withholding 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, any the Credit Document Documents and any such other documents. (c) To the extent that a Credit Party fails to pay any amount required to be paid by them to an Agent or an Issuing Lender under paragraph (a) or (b) of this subsection 11.5, each Lender severally agrees to pay to such Agent or each Revolving Credit Lender agrees to pay such Issuing Lender, as the case may be, such Lender’s or Revolving Credit Lender’s, as the case may be, pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent or such Issuing Lender in its capacity as such. For purposes hereof, a Lender’s or Revolving Credit Lender’s “pro rata share” shall be determined based upon its share of the sum of the aggregate amount of the total Loans and Revolving Credit Commitments or Revolving Credit Loans and Revolving Credit Commitments, as the case may be, at the time. (d) To the extent permitted by applicable law, no Credit Party shall assert, and each Credit Party hereby waives(g) to pay, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan, Letter of Credit or the use of the proceeds thereof. (e) All amounts due under this subsection 11.5 shall be payable promptly after written demand therefor. (f) The Credit Parties shall indemnify the Administrative Agent, the Lenders and each Issuer forindemnify, and hold the Administrative Agent, the Lenders each Lender and each Issuing Lender their respective Affiliates harmless from and against, any and all claims for brokerage commissionsother liabilities, fees obligations, losses, damages, penalties, actions, judgments, suits, reasonable costs, reasonable expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement (including any sale of, collection from, or other realization upon any of the Collateral or the enforcement of the Guaranty), performance and administration of the Credit Documents and any such other compensation made against documents and the use, or proposed use, of proceeds of the Loans (all of the foregoing, collectively, the “indemnified liabilities”); provided, however, that the Credit Parties shall not have any obligation hereunder to the Administrative Agent or any Lender or any Affiliate thereof with respect to indemnified liabilities to the extent arising from the gross negligence or willful misconduct of the Administrative Agent, any such Lender or any such Affiliate, as determined by a court of competent jurisdiction. Each Credit Party hereby waives, to the Lenders maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding relating to or arising out of any Credit Document any special, exemplary or punitive or consequential damages. The agreements in this Section 9.5 shall survive repayment of the Loans and the Issuing Lenders for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of Borrower or any of Borrower’s Subsidiaries in connection with the transactions contemplated by this AgreementObligations. (g) The Credit Parties agree that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this subsection 11.5) or any other Credit Document shall (i) survive payment in full of the Obligations, (ii) survive the release of all or any portion of the Collateral and (iii) inure to the benefit of any Person that was at any time an Indemnitee under this Agreement or any other Credit Document.

Payment of Expenses and Taxes; Indemnification. (a) The Borrower agrees to pay (i) on demand all reasonable out-of-pocket costs and expenses incurred by each of the Agents Lender (including reasonable attorneys' fees and their respective Affiliates, including expenses and the reasonable fees, charges and disbursements cost of counsel for the Agents internal counsel) in connection with any Default or Event of Default and the syndication enforcement (whether through negotiations, legal proceedings or otherwise) of the credit facilities provided for herein, Loan Documents and the preparation and administration of the Credit Documents or any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall other documents to be consummated or any such amendment, modification or waiver becomes effective), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Lenders in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Agents, the Issuing Lender or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Agents, the Issuing Lender or any Lender, in connection with the enforcement or protection of their rights in connection with the Credit Documents, including their rights under this subsection 11.5, or in connection with the Loans made, or Letters of Credit issued or drawn delivered hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. (b) The Credit Parties agree Borrower agrees to pay, indemnify the Agents, the Issuing Lender and each Lender, and each of their Affiliates, officers, directors, employees, agents, trustees, advisors and controlled parties of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee the Lender harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel (and environmental consultants or professionals) for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of any Credit Document or any other agreement or instrument contemplated hereby, the performance by the parties to the Credit Documents of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an Issuing Lenders to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on, at, under or from any Mortgaged Property or any other property currently or formerly owned, leased or otherwise operated by Borrower or any of its Subsidiaries, or any liability under Environmental Laws related in any way to Borrower or any of its Subsidiaries, (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 party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence, breach of this Agreement or other Credit Documents or willful misconduct of such Indemnitees or (v) 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 (other than withholding 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, any Credit Document this Agreement, the other Loan Documents and any such other documents. (c) To The Borrower agrees to indemnify and hold harmless the Lender and each of its Affiliates and their respective officers, directors, employees, agents and advisors (each, an "Indemnified Party") from and against any and all claims, damages, losses, liabilities, penalties, judgments, suits, costs (including settlement costs) and expenses (including reasonable attorneys' fees and expenses and the cost of internal counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including in connection with any investigation, litigation, or proceeding or preparation 34 39 of defense in connection therewith) the Asset Sale Agreement or the Loan Documents or any of the transactions contemplated herein or therein (including any of the foregoing arising from the negligence of the Indemnified Party), except to the extent that a Credit Party fails to pay any amount required to be paid by them to an Agent or an Issuing Lender under paragraph (a) or (b) of this subsection 11.5, each Lender severally agrees to pay to such Agent or each Revolving Credit Lender agrees to pay such Issuing Lender, as the case may be, such Lender’s or Revolving Credit Lender’s, as the case may be, pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability loss, liability, penalty, cost or related expenseexpense is found in a final, as non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party's gross negligence, bad faith or willful misconduct. In the case may beof an investigation, was incurred by litigation or asserted against other proceeding to which the indemnity in this Section 9.5(c) applies, such Agent or such Issuing Lender in its capacity as such. For purposes hereof, a Lender’s or Revolving Credit Lender’s “pro rata share” indemnity shall be determined based upon effective whether or not such investigation, litigation or proceeding is brought by the Borrower, its share of directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the sum of the aggregate amount of the total Loans and Revolving Credit Commitments or Revolving Credit Loans and Revolving Credit Commitments, as the case may be, at the time. (d) To the extent permitted by applicable law, no Credit Party shall assert, and each Credit Party transactions contemplated hereby waives, are consummated. The Borrower agrees not to assert any claim against the Lender, any Indemniteeof its Affiliates, or any of their respective directors, officers, employees, attorneys, agents and advisers, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out ofof or otherwise relating to the Loan Documents, in connection withany of the transactions contemplated herein or therein, or as a result of, this Agreement the actual or any agreement or instrument contemplated hereby, the Transactions, any Loan, Letter of Credit or the proposed use of the proceeds thereofof the Loans. (ed) All amounts due under this subsection 11.5 shall be payable promptly after written demand therefor. (f) The Credit Parties shall indemnify Without prejudice to the Administrative Agentsurvival of any other agreement of the Borrower hereunder, the Lenders agreements and each Issuer for, and hold obligations of the Administrative Agent, Borrower contained in this Section 9.5 shall survive the Lenders and each Issuing Lender harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Administrative Agent, the Lenders and the Issuing Lenders for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of Borrower or any of Borrower’s Subsidiaries in connection with the transactions contemplated by this Agreement. (g) The Credit Parties agree that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this subsection 11.5) or any other Credit Document shall (i) survive payment in full of the Loans and all other Obligations, (ii) survive the release of all or any portion of the Collateral and (iii) inure to the benefit of any Person that was at any time an Indemnitee under this Agreement or any other Credit Document.

Payment of Expenses and Taxes; Indemnification. (a) Borrower agrees to pay (i) all to reimburse Lender for its reasonable and documented out-of-pocket costs and expenses incurred by each in connection with the development, preparation and execution of, and any amendment, waiver. 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 Agents transactions contemplated hereby and their respective Affiliatesthereby, including including, without limitation, the reasonable fees, charges fees and disbursements of counsel for the Agents in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Credit Documents or any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated or any such amendment, modification or waiver becomes effective)to Lender, (ii) to reimburse Lender for all reasonable out-of-pocket its costs and expenses incurred by the Issuing Lenders in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Agents, the Issuing Lender or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Agents, the Issuing Lender or any Lender, in connection with the enforcement or protection preservation of their rights in connection with the Credit Documents, including their any rights under this subsection 11.5, or in connection Agreement with the Loans made, or Letters of Credit issued or drawn hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. (b) The Credit Parties agree to indemnify the AgentsBorrower, the Issuing Lender other Loan Documents and each Lenderany such other documents, and each of their Affiliatesincluding, officerswithout limitation, directors, employees, agents, trustees, advisors and controlled parties of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and documented fees and disbursements of any counsel (and environmental consultants or professionals) for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of any Credit Document or any other agreement or instrument contemplated hereby, the performance by the parties to the Credit Documents of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an Issuing Lenders to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit)Lender, (iii) any actual or alleged presence or release of Hazardous Materials onto indemnify and hold Lender harmless, atfrom, under or from any Mortgaged Property or any other property currently or formerly owned, leased or otherwise operated by Borrower or any of its Subsidiaries, or any liability under Environmental Laws related in any way to Borrower or any of its Subsidiaries, (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 party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence, breach of this Agreement or other Credit Documents or willful misconduct of such Indemnitees or (v) 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 (other than withholding 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 Credit Document such other documents with respect to Borrower, except any such taxes referred to in Section 2.11(a)(i) imposed with respect to an assignment, and (iv) to indemnify and hold Lender (and its affiliates, directors, officers, agents and employees (collectively with Lender, the “Indemnified Parties”)) harmless from and against any and all other liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suits, reasonable and documented costs, reasonable and documented out-of-pocket expenses or disbursements of any kind or nature whatsoever (including but not limited to reasonable and documented 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 other Loan Documents and any such other documents. (c) To , from Borrower’s use of proceeds, from failure of Borrower to comply with rules, regulations and laws regarding the extent that a Credit Party fails to pay any amount required to be paid by them to an Agent business of mutual funds, from false or an Issuing Lender under paragraph (a) incorrect representations or (b) of this subsection 11.5, each Lender severally agrees to pay to such Agent warranties or each Revolving Credit Lender agrees to pay such Issuing Lender, as the case may be, such Lender’s or Revolving Credit Lender’s, as the case may be, pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; other information provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent or such Issuing Lender in its capacity as such. For purposes hereof, a Lender’s or Revolving Credit Lender’s “pro rata share” shall be determined based upon its share of the sum of the aggregate amount of the total Loans and Revolving Credit Commitments or Revolving Credit Loans and Revolving Credit Commitments, as the case may be, at the time. (d) To the extent permitted by applicable law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection withwith this Agreement, or as from failure of Borrower to comply with covenants in a result oftimely manner (all the foregoing in this clause (iv) , this Agreement or any agreement or instrument contemplated herebycollectively, the Transactions“indemnified liabilities”), provided, that Borrower shall have no obligation hereunder to any Loan, Letter of Credit or the use of the proceeds thereof. (e) All amounts due under this subsection 11.5 shall be payable promptly after written demand therefor. (f) The Credit Parties shall indemnify the Administrative Agent, the Lenders and each Issuer for, and hold the Administrative Agent, the Lenders and each Issuing Lender harmless Indemnified Party with respect to indemnified liabilities arising from and against, any and all claims for brokerage commissions, fees and other compensation made against the Administrative Agent, the Lenders and the Issuing Lenders for any broker, finder or consultant with respect to any agreement, arrangement Indemnified Party that are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or understanding made by or on behalf willful misconduct of Borrower or any such Indemnified Party. The agreements in this Section 9.5 shall survive the termination of Borrower’s Subsidiaries in connection with the transactions contemplated by this Agreement. (g) The Credit Parties agree that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this subsection 11.5) or any other Credit Document shall (i) survive and the payment in full of the Obligations, (ii) survive the release of Loan and all or any portion of the Collateral and (iii) inure to the benefit of any Person that was at any time an Indemnitee under this Agreement or any other Credit Documentamounts payable hereunder.

Payment of Expenses and Taxes; Indemnification. The Borrowers jointly and severally agree (a) Borrower agrees to pay (i) or reimburse each Agent for all reasonable its out-of-pocket costs and expenses incurred by each 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, the other Credit Documents, the Interim Order, the Final DIP Order and any other documents prepared in connection herewith or therewith, and the consummation and administration of the Agents transactions contemplated hereby and their respective Affiliatesthereby, including the reasonable fees, charges fees and disbursements of counsel for to such Agent and search, filing and recording fees and expenses, with statements with respect to the Agents foregoing to be submitted to either Borrower prior to the Closing Date (in connection with the syndication case of amounts to be paid on the credit facilities provided for herein, the preparation Closing Date) and administration of the Credit Documents from time to time thereafter on a monthly basis or any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby such other periodic basis as such Agent shall be consummated or any such amendment, modification or waiver becomes effective)deem appropriate, (iib) to pay or reimburse each Lender and Agent for all reasonable out-of-pocket its costs and Trico Marine DIP Credit Agreement expenses incurred by the Issuing Lenders in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Agents, the Issuing Lender or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Agents, the Issuing Lender or any Lender, in connection with the enforcement or protection preservation of their any rights in connection with under this Agreement, the other Credit Documents, including their rights under this subsection 11.5the Interim Order, or the Final DIP Order and any such other documents prepared in connection with the Loans made, herewith or Letters of Credit issued or drawn hereundertherewith, including all such outthe fees and disbursements of counsel (including the allocated fees and expenses of in-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. (bhouse counsel) The Credit Parties agree to indemnify the Agents, the Issuing each Lender and each Lenderto such Agent and (c) to pay, and each of their Affiliates, officers, directors, employees, agents, trustees, advisors and controlled parties of any of the foregoing Persons (each such Person being called an “Indemnitee”) againstindemnify, and hold each Indemnitee Lender and Agent harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel (and environmental consultants or professionals) for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of any Credit Document or any other agreement or instrument contemplated hereby, the performance by the parties to the Credit Documents of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an Issuing Lenders to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on, at, under or from any Mortgaged Property or any other property currently or formerly owned, leased or otherwise operated by Borrower or any of its Subsidiaries, or any liability under Environmental Laws related in any way to Borrower or any of its Subsidiaries, (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 party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence, breach of this Agreement or other Credit Documents or willful misconduct of such Indemnitees or (v) 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 (other than withholding 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, any this Agreement, the other Credit Document Documents, the Interim Order, the Final DIP Order and any such other documents. (c) To documents prepared in connection herewith or therewith. The Borrowers and the extent that a Credit Party fails to pay any amount required to be paid by them to an Agent or an Issuing Lender under paragraph (a) or (b) of this subsection 11.5Guarantors shall jointly and severally indemnify and hold harmless each Agent, each Lender severally agrees to pay to such Agent or and each Revolving Credit Lender agrees to pay such Issuing Lender, as the case may be, such Lender’s or Revolving Credit Lender’s, as the case may be, pro rata share (determined as of their respective affiliates and each of the time respective officers, directors, employees, agents, advisors, attorneys, consultants, and representatives of each of the foregoing (each, an “Indemnified Party”) from and against any and all claims, damages, losses, liabilities, obligations, penalties, actions, judgments, suits, costs, disbursements and expenses of any kind or nature (including, without limitation, fees and disbursements of counsel), joint or several (“Indemnified Amounts”), that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified lossmay be imposed on, claim, damage, liability or related expense, as the case may be, was incurred by or asserted or awarded against any Indemnified Party (including, without limitation, in connection with, arising out of or relating to any investigation, litigation or proceeding or the preparation of any defense in connection therewith), whether or not any such Agent 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 DIP Facility, or the use or intended use of the proceeds of the DIP Facility, the Cases, the Credit Documents, the Interim Order, the Final DIP Order or the transactions contemplated hereby or thereby (which shall include any act, event or transaction related or attendant to any thereof), or in connection with any investigation of any matters contemplated hereby or thereby (collectively, the “Indemnified Matters”) except that the Borrowers and the Guarantors shall not have any obligation to an Indemnified Party pursuant hereto with respect to any Indemnified Amounts relating to any Indemnified Matter to the extent of any portion of such Issuing Lender 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 its capacity as sucha final non-appealable judgment or order by a court of competent jurisdiction. For purposes hereofIn the case of an investigation, a Lender’s litigation or Revolving Credit Lender’s “pro rata share” other proceeding to which the indemnity in this paragraph applies, such indemnity shall be determined based upon its share 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 sum foregoing, an Indemnified Party or any 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 aggregate amount of the total Loans and Revolving Credit Commitments or Revolving Credit Loans and Revolving Credit CommitmentsIndemnified Matters, as the case may be, at the time. (d) To except to the extent permitted such liability is determined in a final non-appealable judgment by applicable lawa court of competent jurisdiction to have been directly and primarily caused by, or directly and primarily resulting from, such Indemnified Party’s gross negligence or willful misconduct. In no Credit event, however, shall any Indemnified Party shall assert, and each Credit Party hereby waives, any claim against any Indemnitee, be liable on any theory of liability, liability for any special, indirect, consequential or punitive damages (as opposed including, without limitation, any loss of profits, business or anticipated savings). Without limiting the foregoing, and to direct or actual damages) arising out ofthe extent permitted by applicable law, in connection witheach Credit Party agrees not to assert and to cause its Subsidiaries not to assert, or as a result ofand hereby waives and agrees to cause its Subsidiaries to waive, this Agreement all rights for contribution or any agreement other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or instrument contemplated herebynature, the Transactionsunder or related to Environmental Laws, that any Loan, Letter of Credit them might have by statute or the use of the proceeds thereof. (e) otherwise against any Indemnified Party. All amounts due under this subsection 11.5 Section shall be payable promptly not later than ten days after written demand therefor. (f) The . 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 Trico Marine DIP Credit Parties shall indemnify Agreement notice to the Administrative Agent, . The agreements in this Section shall survive repayment of the Lenders and each Issuer for, and hold the Administrative Agent, the Lenders and each Issuing Lender harmless from and against, any Loans and all claims for brokerage commissions, fees and other compensation made against the Administrative Agent, the Lenders and the Issuing Lenders for any broker, finder Obligations payable hereunder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of Borrower or any of Borrower’s Subsidiaries in connection with the transactions contemplated by this Agreement. (g) The Credit Parties agree that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this subsection 11.5) or any other Credit Document shall (i) survive payment in full of the Obligations, (ii) survive the release of all or any portion of the Collateral and (iii) inure to the benefit of any Person that was at any time an Indemnitee under this Agreement or any other Credit Document.

Payment of Expenses and Taxes; Indemnification. (a) The Borrower agrees to pay (i) to pay or reimburse each of the Agents, each Joint Lead Arranger, each Joint Bookrunner and the Syndication Agent and the Co-Documentation Agents for all their reasonable and documented or invoiced out-of-pocket costs and reasonable expenses incurred by each (without duplication) associated with the syndication of the Agents Credit Facilities and their respective Affiliatesincurred in connection with the preparation, execution and delivery of, and any amendment, supplement, modification and/or waiver to this Agreement and the other 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 the reasonable fees, disbursements and other charges of Cravath, Swaine & Xxxxx LLP (counsel to the Agents) 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 disbursements from time to time thereafter and one counsel in each relevant local jurisdiction retained with the consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed) (and, in the case of an actual or perceived conflict of interest, where the Person(s) affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, by another firm of counsel for the Agents in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Credit Documents or any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated or any such amendment, modification or waiver becomes effectiveaffected Person), (ii) to pay or reimburse the Collateral Agent, the Administrative Agent and each Lender for all their reasonable and documented or invoiced out-of-pocket costs and reasonable expenses incurred by the Issuing Lenders in connection with the issuance, amendment, renewal enforcement or extension preservation of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Agentsrights under this Agreement, the Issuing Lender or other Credit Documents and any Lendersuch other documents, including the reasonable fees, disbursements and other charges of one firm or counsel to the Administrative Agent 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, the Administrative Agent, the Collateral Agent, each Joint Lead Arranger, the Joint Bookrunners, the Syndication Agent, each Co-Documentation Agent, each Letter of Credit Issuer and their respective Related Parties (without duplication) (the “Indemnified Parties”) from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, reasonable expenses or disbursements of any counsel for kind or nature whatsoever and the Agents, the Issuing Lender reasonable and documented or any Lender, in connection with the enforcement or protection of their rights in connection with the Credit Documents, including their rights under this subsection 11.5, or in connection with the Loans made, or Letters of Credit issued or drawn hereunder, including all such invoiced out-of-pocket fees and reasonable expenses incurred during any workoutin connection with investigating, restructuring responding to or negotiations in respect of such Loans or Letters of Credit. (b) The Credit Parties agree to indemnify the Agents, the Issuing Lender and each Lender, and each of their Affiliates, officers, directors, employees, agents, trustees, advisors and controlled parties of defending any of the foregoing Persons (each such Person being called an “Indemnitee”) againstincluding, and hold each Indemnitee harmless frombut not limited to, any and all lossesaction, claimsclaim, damageslitigation, liabilities and related expensesinvestigation, inquiry or other proceeding), including the reasonable fees, expenses, disbursements and other charges and disbursements 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, responding to or defending any of the foregoing 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 (and environmental consultants which may include a single special counsel acting in multiple jurisdictions) of any such Indemnified Party arising out of or professionalsrelating to any action, claim, litigation, investigation or other proceeding (including any inquiry or investigation of the foregoing) for (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 Indemniteeother third person), incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of any Credit Document or any other agreement or instrument contemplated hereby, the performance by the parties with respect to the Credit Documents of their respective obligations thereunder or the consummation of the Transactions or to the execution, delivery, enforcement, performance and administration of this Agreement, the other Credit Documents and any such other transactions contemplated hereby, (ii) any Loan or Letter of Credit documents or the use of the proceeds therefrom (of the Loans or Letters of Credit, including any refusal by an Issuing Lenders of the foregoing relating to honor a demand for payment under a Letter of Credit if the documents presented in connection violation of, noncompliance with such demand do not strictly comply with the terms of such Letter of Credit)or liability under, (iii) any Environmental Law or any actual or alleged presence of or release Release of Hazardous Materials onapplicable to the Borrower, at, under or from any Mortgaged Property of its Subsidiaries or any other property currently of the Real Property (all the foregoing in this clause (iii), collectively, the “indemnified liabilities”); provided that the Borrower shall have no obligation hereunder to any Indemnified Party with respect to indemnified liabilities arising from (i) the gross negligence, bad faith or formerly owned, leased or otherwise operated by Borrower willful misconduct of such Indemnified Party or any of its SubsidiariesRelated Parties as determined in a final and nonappealable judgment as determined by a court of competent jurisdiction, or any liability under Environmental Laws related in any way to Borrower (ii) a material breach of the obligations of such Indemnified Party or any of its Subsidiaries, (iv) any actual Related Parties under the terms of this Agreement by such Indemnified Party or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory its Related Parties as determined in a final and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, non-appealable judgment as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence, breach of this Agreement or other Credit Documents or willful misconduct of such Indemnitees or (viii) any proceeding between and all recording and filing fees and any and all liabilities with respect to, among Indemnified Parties that does not involve an act or resulting from any delay in paying, stamp, excise and other similar taxes (other than withholding taxes), if any, which may be payable omission by the Borrower or determined to be payable in connection with the execution and delivery of, or consummation of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, any Credit Document and any such other documents. (c) To the extent that a Credit Party fails to pay any amount required to be paid by them to an Agent or an Issuing Lender under paragraph (a) or (b) of this subsection 11.5, each Lender severally agrees to pay to such Agent or each Revolving Credit Lender agrees to pay such Issuing Lender, as the case may be, such Lender’s or Revolving Credit Lender’s, as the case may be, pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amountits Affiliates; provided that the unreimbursed expense or indemnified lossAdministrative Agent, claimthe Collateral Agent, damagethe Letter of Credit Issuers, liability or related expensethe Swingline Lender, as the case may beJoint Lead Arrangers, was incurred by or asserted against such the Joint Bookrunners, the Syndication Agent or such Issuing Lender and the Co-Documentation Agents to the extent acting in its 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) or (ii) of the immediately preceding proviso applies to such person at such time. For purposes hereof, a Lender’s This Section 13.5(a) shall not apply with respect to Taxes other than any Taxes that represent losses or Revolving Credit Lender’s “pro rata share” damages arising from any non-Tax claim. All amounts payable under this Section 13.5(a) shall be determined based upon its share 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 repayment of the sum of the aggregate amount of the total Loans and Revolving Credit Commitments or Revolving Credit Loans and Revolving Credit Commitments, as the case may be, at the timeall other amounts payable hereunder. (db) To None of any Credit Party, Holdings, any Parent GP, any GP Entity or any Indemnified Party shall have any liability for any punitive, indirect or consequential damages resulting from this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date); provided that, nothing in this Section 13.5(b) shall limit indemnity obligations of any Credit Party, Holdings, any Parent GP or any GP Entity to the extent permitted by applicable law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against any Indemnitee, on any theory of liability, for such special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, are included in any third party claim in connection withwith which an Indemnified Party is entitled to indemnification thereunder. No Indemnified Party 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 as a result of, other information transmission systems in connection with this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan, Letter of other Credit Documents or the use transactions contemplated hereby or thereby, except to the extent that such damages have resulted from the willful misconduct, bad faith or gross negligence of the proceeds thereof. (e) All amounts due under this subsection 11.5 shall be payable promptly after written demand therefor. (f) The Credit Parties shall indemnify the Administrative Agent, the Lenders and each Issuer for, and hold the Administrative Agent, the Lenders and each Issuing Lender harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Administrative Agent, the Lenders and the Issuing Lenders for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of Borrower Indemnified Party or any of Borrower’s Subsidiaries in connection with the transactions contemplated by this Agreementits Related Parties. (g) The Credit Parties agree that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this subsection 11.5) or any other Credit Document shall (i) survive payment in full of the Obligations, (ii) survive the release of all or any portion of the Collateral and (iii) inure to the benefit of any Person that was at any time an Indemnitee under this Agreement or any other Credit Document.

Payment of Expenses and Taxes; Indemnification. Without duplication for any amounts paid under Section 2.10 or Section 5.04, each Borrower agrees, within thirty (30) days after receipt of written demand therefor (or immediately upon demand during the continuance of an Event of Default of the type set forth in Section 11.01(a)(i) or Section 11.01(h)), (a) Borrower agrees to pay (i) or reimburse the Agents for all their reasonable and documented out-of-pocket costs and expenses incurred by each in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the Agents transactions contemplated hereby and their respective Affiliatesthereby, including the reasonable fees, charges and disbursements of counsel for the Agents in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Credit Documents or any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated or any such amendment, modification or waiver becomes effective), (ii) all reasonable documented out-of-pocket expenses incurred by fees, disbursements and other charges of counsel (limited to one lead counsel for the Issuing Lenders Agents and, if necessary, one local counsel in connection with the issuancerelevant jurisdiction, amendmentand, renewal or extension in the case of any Letter actual or perceived conflict of Credit interest, one conflicts counsel to all Indemnified Parties, taken as a whole) to the Agents, (b) to pay or any demand reimburse each Lender and the Agents for payment thereunder all their reasonable and (iii) all reasonable documented out-of-pocket costs and expenses incurred by the Agents, the Issuing Lender or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Agents, the Issuing Lender or any Lender, in connection with the enforcement or protection preservation of their rights in connection with the Credit Documents, including their any rights under this subsection 11.5Agreement, or in connection with the Loans made, or Letters of other Credit issued or drawn hereunderDocuments and any such other documents, including all such the reasonable and documented out-of-pocket expenses incurred during any workoutfees, restructuring or negotiations disbursements and other charges of counsel to the Lenders and of counsel to the Agents (which shall be limited to one lead counsel and, if necessary, one local counsel in respect of such Loans or Letters of Credit. (b) The Credit Parties agree the relevant jurisdiction to indemnify the Lenders, as a group, and to the Agents, the Issuing Lender and each Lenderas another group), and each of their Affiliates(c) to pay, officers, directors, employees, agents, trustees, advisors and controlled parties of any of the foregoing Persons (each such Person being called an “Indemnitee”) againstindemnify, and hold harmless each Indemnitee harmless from, Lender and the Agents from any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel (and environmental consultants or professionals) for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of any Credit Document or any other agreement or instrument contemplated hereby, the performance by the parties to the Credit Documents of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an Issuing Lenders to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on, at, under or from any Mortgaged Property or any other property currently or formerly owned, leased or otherwise operated by Borrower or any of its Subsidiaries, or any liability under Environmental Laws related in any way to Borrower or any of its Subsidiaries, (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 party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence, breach of this Agreement or other Credit Documents or willful misconduct of such Indemnitees or (v) 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 (other than withholding taxes)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, any this Agreement, the other Credit Document Documents and any such other documents. , (cd) To to pay or reimburse Collateral Agent for all reasonable and documented out-of-pocket fees and expenses incurred in exercising its rights under Section 9.13, (e) to pay, indemnify and hold harmless the Administrative Agent, each Lender, the Letter of Credit Issuer and each Letter of Credit Participant from and against any and all actual liabilities, obligations, losses, damages, penalties, actions, judgments, suits, and reasonable and documented out-of-pocket costs, expenses or disbursements of any kind or nature whatsoever, including reasonable and documented out-of-pocket fees, disbursements and other charges of counsel, which such Person may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit, other than as a result of, as determined in a final non-appealable judgment of a court of competent jurisdiction, the gross negligence, fraud, bad faith or willful misconduct of such Person (or its Related Party) or such Person’s (or its Related Party’s) material breach of the terms of this Agreement to the extent that such breach was not in response to or due to the material breach of this Agreement by any Credit Party, or (ii) the failure of the Letter of Credit Issuer to honor a Drawing under any such Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Governmental Authority, and (f) to pay, indemnify and hold harmless each Lender and the Agents, their transferees, and their respective Related Parties (the “Indemnified Parties”) from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, and reasonable and documented out-of-pocket costs, expenses or disbursements of any kind or nature whatsoever, including reasonable and documented fees, disbursements and other charges of counsel, incurred by any Indemnified Party or asserted against any Indemnified Party by a third party or by any Borrower, any other Credit Party or any of their respective Affiliates, whether or not a party hereto, arising out of, in connection with, as a result of or with respect to the enforcement, preservation or protection of its rights under, this Agreement (and the execution, delivery, performance and administration of this Agreement, the other Credit Documents and any such other documents solely with respect to the Agents), the other Credit Documents and any such other documents, including all such costs and expenses incurred during any workout, restructuring or negotiations in respect of the Obligations and any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law or any actual or alleged presence of Hazardous Materials applicable to the operations of each Credit Party, any of their respective Subsidiaries or any of their Real Property (all the foregoing in this clause (f), collectively, the “indemnified liabilities”); provided, that the Credit Parties shall have no obligation hereunder to the applicable Indemnified Party with respect to indemnified liabilities to the extent determined in a final non-appealable judgment of a court of competent jurisdiction to have arisen from (i) the bad faith, fraud, gross negligence or willful misconduct of such Indemnified Party or any of such Indemnified Party’s subsidiaries or the respective officers, directors, employees or controlling persons of such Indemnified Party or any of such Indemnified Party’s subsidiaries, (ii) a material breach by such Indemnified Party of its obligations under any Credit Document which is not made in response to or due to a material breach by a Credit Party fails to pay under any amount Credit Document or (iii) disputes among the Indemnified Parties for actions by one or more of the Agents which is outside of the scope of any such Agent’s capacity as an Agent hereunder and that does not involve any act or omission by Holdings, the Borrowers or their respective Affiliates; provided, further, that the Borrowers shall not be required to be paid by them reimburse the legal fees and expenses of more than two outside counsels (in addition to an special counsel and up to one local counsel in each applicable local jurisdiction) for all Persons indemnified hereunder unless, in the reasonable opinion of the Administrative Agent or the reasonable opinion of its counsel, representation of all such indemnified Persons by such counsels would be inappropriate due to the existence of an Issuing Lender under paragraph (a) actual or (b) potential conflict of interest. The agreements in this Section 13.05 shall survive repayment of the Loans and all other amounts payable hereunder and termination of this subsection 11.5, each Lender severally agrees to pay to such Agent or each Revolving Credit Lender agrees to pay such Issuing Lender, as the case may be, such Lender’s or Revolving Credit Lender’s, as the case may be, pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent or such Issuing Lender in its capacity as suchAgreement. For purposes hereof, a Lender’s or Revolving Credit Lender’s “pro rata share” shall be determined based upon its share of the sum of the aggregate amount of the total Loans and Revolving Credit Commitments or Revolving Credit Loans and Revolving Credit Commitments, as the case may be, at the time. (d) To the fullest extent permitted by applicable lawApplicable Law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against any Indemniteeof the Indemnified 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 Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the Transactionstransactions contemplated hereby or thereby, any Loan, Loan or Letter of Credit or the use of the proceeds thereof. (e) All amounts due under this subsection 11.5 . To the fullest extent permitted by Applicable Law, no Indemnified Party shall be payable promptly after written demand therefor. (f) The Credit Parties shall indemnify the Administrative Agentassert, the Lenders and each Issuer for, and hold the Administrative Agent, the Lenders and each Issuing Lender harmless from and againstIndemnified Party hereby waives, any and all claims for brokerage commissions, fees and other compensation made claim against the Administrative Agent, the Lenders and the Issuing Lenders for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of Borrower or any of Borrower’s Subsidiaries the Credit 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 the transactions contemplated by with, or as a result of, this Agreement. (g) The Credit Parties agree that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this subsection 11.5) or , any other Credit Document shall (i) survive payment in full or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the Obligationsproceeds thereof. No Credit Party shall be liable for any settlement (or expenses related thereto) effected without the Administrative Borrower’s consent (which consent shall not be unreasonably withheld, (ii) survive conditioned or delayed), but if settled with the release Administrative Borrower’s written consent, or if there is a final judgment, by a court of all or competent jurisdiction, for the plaintiff against an Indemnified Party in any portion proceeding related to such liabilities, the Borrowers agree to indemnify and hold harmless each Indemnified Party to the extent and in the manner set forth above. None of the Collateral and (iii) inure to Indemnified Parties shall be liable for any damages arising from the benefit use by unintended recipients of any Person that was at any time an Indemnitee under information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or any the other Credit DocumentDocuments or the transactions contemplated hereby or thereby. Except as indicated otherwise with respect to Other Taxes, this Section 13.05 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Payment of Expenses and Taxes; Indemnification. The Borrower agrees (a) Borrower agrees to pay (i) or reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred by each in connection with the development, preparation, negotiation, printing and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the Agents transactions contemplated hereby and their respective Affiliatesthereby, including together with the reasonable fees, charges fees and disbursements of counsel for to the Agents in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Credit Documents or any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated or any such amendment, modification or waiver becomes effective)Administrative Agent, (iib) to pay or reimburse each Lender and the Administrative Agent for all reasonable out-of-pocket its costs and expenses incurred by the Issuing Lenders in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Agents, the Issuing Lender or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Agents, the Issuing Lender or any Lender, in connection with the enforcement or protection preservation of their rights in connection with the Credit Documents, including their any rights under this subsection 11.5, or in connection with the Loans made, or Letters of Credit issued or drawn hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. (b) The Credit Parties agree to indemnify the AgentsAgreement, the Issuing Lender Notes and each Lenderany such other documents, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent and to the Lenders (including reasonable allocated costs of in-house legal counsel), and each of their Affiliates(c) on demand, officersto pay, directors, employees, agents, trustees, advisors and controlled parties of any of the foregoing Persons (each such Person being called an “Indemnitee”) againstindemnify, and hold each Indemnitee Lender and the Administrative Agent harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel (and environmental consultants or professionals) for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of any Credit Document or any other agreement or instrument contemplated hereby, the performance by the parties to the Credit Documents of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an Issuing Lenders to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on, at, under or from any Mortgaged Property or any other property currently or formerly owned, leased or otherwise operated by Borrower or any of its Subsidiaries, or any liability under Environmental Laws related in any way to Borrower or any of its Subsidiaries, (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 party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence, breach of this Agreement or other Credit Documents or willful misconduct of such Indemnitees or (v) 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 (other than withholding 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, any the Credit Document Documents and any such other documents. (c) To the extent that a Credit Party fails to pay any amount required to be paid by them to an Agent or an Issuing Lender under paragraph (a) or (b) of this subsection 11.5, each Lender severally agrees to pay to such Agent or each Revolving Credit Lender agrees to pay such Issuing Lender, as the case may be, such Lender’s or Revolving Credit Lender’s, as the case may be, pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent or such Issuing Lender in its capacity as such. For purposes hereof, a Lender’s or Revolving Credit Lender’s “pro rata share” shall be determined based upon its share of the sum of the aggregate amount of the total Loans and Revolving Credit Commitments or Revolving Credit Loans and Revolving Credit Commitments, as the case may be, at the time. (d) To the extent permitted by applicable lawto pay, no Credit Party shall assert, and each Credit Party hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan, Letter of Credit or the use of the proceeds thereof. (e) All amounts due under this subsection 11.5 shall be payable promptly after written demand therefor. (f) The Credit Parties shall indemnify the Administrative Agent, the Lenders and each Issuer forindemnify, and hold each Lender and the Administrative Agent, the Lenders Agent and their Affiliates (each Issuing Lender an "Indemnified Party") harmless from and ----------------- against, any and all claims for brokerage commissionsother liabilities, fees and other compensation made against the Administrative Agentobligations, the Lenders and the Issuing Lenders for losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any brokerkind or nature whatsoever, finder or consultant even if instigated by a Credit Party, with respect to the execution, delivery, enforcement, performance and administration of the Credit Documents and any agreementsuch other documents and the use, arrangement or understanding made by or on behalf proposed use, of proceeds of the Loans (all of the foregoing, collectively, the "indemnified liabilities"); provided, however, that the Borrower shall not ----------------------- -------- ------- have any obligation hereunder to the Administrative Agent or any Lender with respect to indemnified liabilities arising from the gross negligence or willful misconduct of Borrower’s Subsidiaries in connection with the transactions contemplated by this Agreement. (g) The Credit Parties agree that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this subsection 11.5) Administrative Agent or any other Credit Document such Lender, as determined by a court of competent jurisdiction. The agreements in this Section 9.5 shall (i) survive payment in full repayment of the ObligationsLoans, (ii) survive the release of Notes and all or any portion of the Collateral and (iii) inure to the benefit of any Person that was at any time an Indemnitee under this Agreement or any other Credit Documentamounts payable hereunder.

Payment of Expenses and Taxes; Indemnification. (a) The Borrower agrees to pay (i) all to reimburse the Administrative Agent for its reasonable out-of-pocket costs and expenses incurred by each 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 Agents transactions contemplated hereby and their respective Affiliatesthereby, including including, without limitation, the reasonable fees, charges fees and disbursements of counsel for to the Agents in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Credit Documents or any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated or any such amendment, modification or waiver becomes effective)Administrative Agent, (ii) to reimburse each Lender and the Administrative Agent for all reasonable out-of-pocket its costs and expenses incurred by the Issuing Lenders in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Agents, the Issuing Lender or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Agents, the Issuing Lender or any Lender, in connection with the enforcement or protection preservation of their rights in connection with the Credit Documents, including their any rights under this subsection 11.5, or in connection Agreement with respect to the Loans made, or Letters of Credit issued or drawn hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. (b) The Credit Parties agree to indemnify the AgentsBorrower, the Issuing Lender other Loan Documents and each Lenderany such other documents, and each of their Affiliatesincluding, officerswithout limitation, directors, employees, agents, trustees, advisors and controlled parties of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges fees and disbursements of any counsel (to each Lender and environmental consultants or professionals) for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of any Credit Document or any other agreement or instrument contemplated hereby, the performance by the parties counsel to the Credit Documents of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an Issuing Lenders to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit)Administrative Agent, (iii) any actual or alleged presence or release of Hazardous Materials onto indemnify and hold each Lender, atthe Syndication Agent and the Administrative Agent harmless, under or from any Mortgaged Property or any other property currently or formerly ownedfrom, leased or otherwise operated by Borrower or any of its Subsidiaries, or any liability under Environmental Laws related in any way to Borrower or any of its Subsidiaries, (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 party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence, breach of this Agreement or other Credit Documents or willful misconduct of such Indemnitees or (v) 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 (other than withholding 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 Credit Document such other documents with respect to the Borrower, and (iv) to indemnify and hold each Lender, the Syndication Agent and the Administrative Agent (and their respective affiliates, directors, officers, agents and employees (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 other Loan Documents and any such other documents. (c) To , from the extent that a Credit Party fails to pay any amount required to be paid by them to an Agent Borrower’s use of proceeds or an Issuing Lender under paragraph (a) or (b) of this subsection 11.5the commitment, each Lender severally agrees to pay to such Agent or each Revolving Credit Lender agrees to pay such Issuing Lender, as the case may be, such Lender’s or Revolving Credit Lender’s, as the case may be, pro rata share (determined as from failure of the time Borrower to comply with rules, regulations and laws regarding the business of mutual funds, from false or incorrect representations or warranties or other information provided in connection with this Agreement, or from failure of the Borrower to comply with covenants in a timely manner (all the foregoing in this clause (iv) , collectively, the “indemnified liabilities”), provided, that the applicable unreimbursed expense Borrower shall have no obligation hereunder to any Indemnified Party with respect to indemnified liabilities arising from (A) with respect to any Indemnified Party, the gross negligence or indemnity payment is sought) willful misconduct of such unpaid amount; provided that Indemnified Party, (B) disputes arising between or among the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent or such Issuing Lender in its capacity as such. For purposes hereof, a Lender’s or Revolving Credit Lender’s “pro rata share” shall be determined based upon its share of the sum of the aggregate amount of the total Loans and Revolving Credit Commitments or Revolving Credit Loans and Revolving Credit Commitments, as the case may be, at the time. (d) To the extent permitted by applicable law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated herebyLenders, the Transactions, any Loan, Letter of Credit or the use of the proceeds thereof. (e) All amounts due under this subsection 11.5 shall be payable promptly after written demand therefor. (f) The Credit Parties shall indemnify Syndication Agent and the Administrative Agent, the Lenders and each Issuer for, and hold the Administrative Agent, the Lenders and each Issuing Lender harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Administrative Agent, the Lenders and the Issuing Lenders for any broker, finder or consultant (C) with respect to any agreementsuch Indemnified Party, arrangement or understanding made by or on behalf the failure of Borrower or such Indemnified Party (and its Affiliates) to comply with any Requirement of Borrower’s Subsidiaries Law. The agreements in connection with this Section 9.5(a) shall survive the transactions contemplated by this Agreement. (g) The Credit Parties agree that any indemnification or other protection provided to any Indemnitee pursuant to termination of this Agreement (including pursuant to this subsection 11.5) or any other Credit Document shall (i) survive and the payment in full of the Obligations, (ii) survive the release of Loans and all or any portion of the Collateral and (iii) inure to the benefit of any Person that was at any time an Indemnitee under this Agreement or any other Credit Documentamounts payable hereunder.

Payment of Expenses and Taxes; Indemnification. (a) Borrower agrees to pay (i) Pay or reimburse each Holder and each beneficial holder for all reasonable out-of-pocket costs and expenses incurred by each in connection with the development, preparation, negotiation, printing and execution of, and any amendment, supplement or modification to, this Indenture and the other Indenture Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the Agents transactions contemplated hereby and their respective Affiliates, thereby (including the Transactions), together with the reasonable fees, charges fees and disbursements of counsel for to the Agents in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Credit Documents or any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated or any such amendment, modification or waiver becomes effective)Holders, (ii) pay or reimburse each Holder for all reasonable out-of-pocket its costs and expenses incurred by the Issuing Lenders in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Agents, the Issuing Lender or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Agents, the Issuing Lender or any Lender, in connection with the enforcement or protection preservation of their rights in connection with the Credit Documents, including their any rights under this subsection 11.5Indenture, or in connection with the Loans made, or Letters of Credit issued or drawn hereunderSecurities and any such other documents, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. (b) The Credit Parties agree to indemnify without limitation the Agents, the Issuing Lender and each Lender, and each of their Affiliates, officers, directors, employees, agents, trustees, advisors and controlled parties of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges fees and disbursements of any counsel (and environmental consultants or professionals) for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of any Credit Document or any other agreement or instrument contemplated hereby, the performance by the parties to the Credit Documents of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom Holders (including any refusal by an Issuing Lenders to honor a demand for payment under a Letter allocated costs of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credithouse legal counsel), (iii) any actual or alleged presence or release of Hazardous Materials onon demand, atpay, under or from any Mortgaged Property or any other property currently or formerly ownedindemnify, leased or otherwise operated by Borrower or any of its Subsidiariesand hold each Holder and each beneficial holder harmless from, or any liability under Environmental Laws related in any way to Borrower or any of its Subsidiaries, (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 party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence, breach of this Agreement or other Credit Documents or willful misconduct of such Indemnitees or (v) 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 (other than withholding 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 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, any Credit Document the Indenture Documents and any such other documents. (c) To the extent that a Credit Party fails to pay any amount required to be paid by them to an Agent or an Issuing Lender under paragraph (a) or (b) of this subsection 11.5, each Lender severally agrees to pay to such Agent or each Revolving Credit Lender agrees to pay such Issuing Lender, as the case may be, such Lender’s or Revolving Credit Lender’s, as the case may be, pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent or such Issuing Lender in its capacity as such. For purposes hereof, a Lender’s or Revolving Credit Lender’s “pro rata share” shall be determined based upon its share of the sum of the aggregate amount of the total Loans and Revolving Credit Commitments or Revolving Credit Loans and Revolving Credit Commitments, as the case may be, at the time. (d) To the extent permitted by applicable law, no Credit Party shall assert, and each Credit Party hereby waives(iv) subject to the foregoing, any claim against any Indemniteepay, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan, Letter of Credit or the use of the proceeds thereof. (e) All amounts due under this subsection 11.5 shall be payable promptly after written demand therefor. (f) The Credit Parties shall indemnify the Administrative Agent, the Lenders and each Issuer forindemnify, and hold the Administrative Agent, the Lenders each Holder and each Issuing Lender beneficial holder and each of their respective Affiliates, employees, agents, officers and directors (each an “Indemnified Person”) harmless from and against, any and all claims for brokerage commissionsother liabilities, fees and other compensation made against the Administrative Agentobligations, the Lenders and the Issuing Lenders for losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any broker, finder kind or consultant nature whatsoever with respect to any agreementthe execution, arrangement delivery, enforcement, performance or understanding made by or on behalf administration of Borrower the Indenture Documents or any such other documents and the use, or proposed use, of Borrower’s Subsidiaries proceeds of the Securities or otherwise relating in connection with the transactions contemplated by this Agreement. (g) The Credit Parties agree that any indemnification or other protection provided way to any Indemnitee pursuant of the foregoing and the negotiation and consummation of the Transactions and the Debt Restructuring (all of the foregoing, collectively, “Indemnified Liabilities”); provided that with respect to this Agreement clause (including pursuant iv), the Company shall not have any obligation hereunder to this subsection 11.5) any Indemnified Person with respect to Indemnified Liabilities arising from the gross negligence or any other Credit Document shall willful misconduct of such Indemnified 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) survive payment in full of the Obligations), (ii) survive and (iv), the release 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 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 Holders or beneficial holders of different series of Securities), in addition to any local or special counsel. (b) Defend, indemnify and hold harmless the Indemnified Persons from and against any and all claims (including claims of third parties), 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 or alleged violation of, noncompliance or alleged noncompliance with, or liability under, any Environmental Law applicable to the operations of the Company or any portion of its Subsidiaries, the Collateral and (iii) inure to the benefit of any Person that was at any time an Indemnitee under this Agreement Properties or any other Credit Documentlocation, or any orders, requirements or demands of Governmental Authorities related thereto, including 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, as determined by a final and non-appealable decision of a court of competent jurisdiction. Without limiting the foregoing, and to the extent permitted by applicable law, the Company 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 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 Persons. (c) The agreements in this Section 5.17 shall survive repayment of the Securities and all other amounts payable hereunder.

Payment of Expenses and Taxes; Indemnification. Each Borrower agrees (a) Borrower agrees to pay (i) or reimburse the Administrative Agent for such Borrower’s Applicable Percentage of all the Administrative Agent’s reasonable out-of-pocket costs and expenses incurred by each 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 Agents transactions contemplated hereby and their respective Affiliatesthereby, including including, without limitation, the reasonable fees, charges fees and disbursements of counsel for to the Agents in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Credit Documents or any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated or any such amendment, modification or waiver becomes effective)Administrative Agent, (iib) to pay or reimburse each Lender and the Administrative Agent for such Borrower’s Applicable Percentage of all reasonable out-of-pocket such Lender’s and the Administrative Agent’s costs and expenses reasonably incurred by the Issuing Lenders in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Agents, the Issuing Lender or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Agents, the Issuing Lender or any Lender, in connection with the enforcement or protection preservation of their rights in connection with the Credit Documents, including their any rights under this subsection 11.5, or in connection with the Loans made, or Letters of Credit issued or drawn hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. (b) The Credit Parties agree to indemnify the AgentsAgreement, the Issuing other Loan Documents and any such other documents, including, without limitation, the fees and disbursements of counsel to each Lender and each Lender, of counsel to the Administrative Agent and each of their Affiliates, officers, directors, employees, agents, trustees, advisors and controlled parties of any advisor (of the foregoing Persons type contemplated by any Loan Document to be engaged by the Administrative Agent) retained by the Administrative Agent, (each such Person being called an “Indemnitee”c) againstto pay, indemnify, and hold each Indemnitee Lender and the Administrative Agent harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements such Borrower’s Applicable Percentage of any counsel (and environmental consultants or professionals) for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of any Credit Document or any other agreement or instrument contemplated hereby, the performance by the parties to the Credit Documents of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an Issuing Lenders to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on, at, under or from any Mortgaged Property or any other property currently or formerly owned, leased or otherwise operated by Borrower or any of its Subsidiaries, or any liability under Environmental Laws related in any way to Borrower or any of its Subsidiaries, (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 party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence, breach of this Agreement or other Credit Documents or willful misconduct of such Indemnitees or (v) 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 (other than withholding 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, any Credit Document this Agreement, the other Loan Documents and any such other documents. (c) To the extent that a Credit Party fails to pay any amount required to be paid by them to an Agent or an Issuing Lender under paragraph (a) or (b) of this subsection 11.5, each Lender severally agrees to pay to such Agent or each Revolving Credit Lender agrees to pay such Issuing Lender, as the case may be, such Lender’s or Revolving Credit Lender’s, as the case may be, pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent or such Issuing Lender in its capacity as such. For purposes hereof, a Lender’s or Revolving Credit Lender’s “pro rata share” shall be determined based upon its share of the sum of the aggregate amount of the total Loans and Revolving Credit Commitments or Revolving Credit Loans and Revolving Credit Commitments, as the case may be, at the time. (d) To the extent permitted by applicable law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan, Letter of Credit or the use of the proceeds thereof. (e) All amounts due under this subsection 11.5 shall be payable promptly after written demand therefor. (f) The Credit Parties shall indemnify the Administrative Agent, the Lenders and each Issuer for, and hold the Administrative Agent, the Lenders Joint Lead Arrangers, each Issuing Bank and each Issuing Lender Lender, their respective affiliates, and their and their affiliates’ respective officers, directors, trustees, advisors, employees, agents and controlling persons, (each, an “indemnified person”) harmless from and against, against such Borrower’s Applicable Percentage of any and all claims for brokerage commissionsliabilities, fees and other compensation made against the Administrative Agentobligations, the Lenders and the Issuing Lenders for losses, damages, judgments, claims, penalties, costs, expenses or disbursements of any brokerkind or nature whatsoever arising out of (i) claims, finder actions, suits or consultant proceedings with respect to the execution, delivery, enforcement, performance and administration of this Agreement or the use of the proceeds of the Extensions of Credit or (ii) any agreement, arrangement actual or understanding made alleged presence or release of Materials of Environmental Concern on or from any property currently or formerly owned or operated by or on behalf of Borrower the Company or any of Borrower’s its Subsidiaries, or any violation of or liability under Environmental Laws related in any way to the Company or any of its Subsidiaries in connection with (all the transactions contemplated by this Agreement. (g) The Credit Parties agree foregoing, collectively, the “indemnified liabilities”); provided that any indemnification or other protection provided the Borrowers shall have no obligation hereunder to any Indemnitee pursuant indemnified person with respect to this Agreement indemnified liabilities arising from (including pursuant to A) the gross negligence or willful misconduct of such indemnified person or any affiliate, officer, director, trustee, advisor, employee, agent or controlling person thereof, (B) 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 out of and based upon rights afforded any such security holder or creditor solely in its capacity as such. The agreements in this subsection 11.5) or any other Credit Document shall (i) survive payment in full repayment of the Obligations, (ii) survive the release of Loans and all or any portion of the Collateral and (iii) inure to the benefit of any Person that was at any time an Indemnitee under this Agreement or any other Credit Documentamounts payable hereunder.

Payment of Expenses and Taxes; Indemnification. (a) The Borrower agrees to pay (i) to pay or reimburse each of the Agents, each Joint Lead Arranger, each Joint Bookrunner and the Syndication Agent for all their reasonable and documented and invoiced out-of-pocket costs and reasonable expenses incurred by each (without duplication) associated with the syndication of the Agents Credit Facilities and their respective Affiliatesincurred in connection with the development, preparation, execution and delivery of, and any amendment, supplement and/or modification to this Agreement and the other 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 the reasonable fees, disbursements and other charges and disbursements LPL – Conformed A&R Credit Agreement of Shearman & Sterling LLP as counsel for to the Agents with statements with respect to the foregoing to be submitted to the Borrower prior to the Effective Date (in connection 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 syndication of the credit facilities provided for hereinconsent of, the preparation and administration of the Credit Documents or any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated or any such amendment, modification or waiver becomes effective)Borrower, (ii) to pay or reimburse the Collateral Agent, the Administrative Agent and each Lender for all their reasonable and documented and invoiced out-of-pocket costs and reasonable expenses incurred by the Issuing Lenders in connection with the issuance, amendment, renewal enforcement or extension preservation of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Agentsrights under this Agreement, the Issuing Lender or other Credit Documents and any Lendersuch other documents, including the reasonable fees, disbursements and other charges of one firm or counsel to the Administrative Agent 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, the Administrative Agent, the Collateral Agent, each Joint Lead Arranger, the Joint Bookrunners, the Syndication Agent, each Letter of Credit Issuer and their respective Related Parties (without duplication) (the “Indemnified Parties”) from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, reasonable expenses or disbursements of any counsel for the Agentskind or nature whatsoever (including, the Issuing Lender but not limited to, any action, claim, litigation, investigation, inquiry or any Lenderother proceeding), in connection with the enforcement including, taken as a whole, reasonable and documented or protection of their rights in connection with the Credit Documents, including their rights under this subsection 11.5, or in connection with the Loans made, or Letters of Credit issued or drawn hereunder, including all such invoiced out-of-pocket expenses incurred during 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 workout, restructuring or negotiations in respect existence of such Loans conflict and in connection with the investigating or Letters of Credit. (b) The Credit Parties agree to indemnify the Agents, the Issuing Lender and each Lender, and each of their Affiliates, officers, directors, employees, agents, trustees, advisors and controlled parties of defending any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees) has retained its own counsel, charges of another firm of counsel for such affected Indemnified Party), and disbursements 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 counsel such Indemnified Party arising out of or relating to any action, claim, litigation, investigation or other proceeding (and environmental consultants including any inquiry or professionalsinvestigation of the foregoing) for (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 Indemniteeother third person), incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of any Credit Document or any other agreement or instrument contemplated hereby, the performance by the parties with respect to the Credit Documents of their respective obligations thereunder or the consummation of the Transactions or to the execution, delivery, enforcement, performance and administration of this Agreement, the other Credit Documents and any such other transactions contemplated hereby, (ii) any Loan or Letter of Credit documents or the use of the proceeds therefrom (of the Loans or Letters of Credit, including any refusal by an Issuing Lenders of the foregoing relating to honor a demand for payment under a Letter of Credit if the documents presented in connection violation of, noncompliance with such demand do not strictly comply with the terms of such Letter of Credit)or liability under, (iii) any Environmental Law or any actual or alleged presence of or release Release of Hazardous Materials onapplicable to the Borrower, at, under or from any Mortgaged Property of its Subsidiaries or any other property currently of the Real Property (all the foregoing in this clause (iii), collectively, the “indemnified liabilities”); provided that the Borrower shall have no obligation hereunder to any Indemnified Party with respect to indemnified liabilities arising from (i) the gross negligence, bad faith or formerly owned, leased or otherwise operated by Borrower willful misconduct of such Indemnified Party or any of its Subsidiaries, or any liability under Environmental Laws related Related Parties as determined in any way to Borrower or any of its Subsidiaries, (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 a final and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, nonappealable judgment as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from jurisdiction, (ii) a material breach of the bad faith, gross negligence, breach 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 LPL – Conformed A&R Credit Documents or willful misconduct Agreement Indemnified Party, solely from a breach of the obligations of such Indemnitees Indemnified Party or its Related Parties under the terms of this Agreement as determined in a final and non-appealable judgment by a court of competent jurisdiction, or (viv) any proceeding between and all recording and filing fees and any and all liabilities with respect to, among Indemnified Parties that does not involve an act or resulting from any delay in paying, stamp, excise and other similar taxes (other than withholding taxes), if any, which may be payable or determined to be payable in connection with omission by the execution and delivery of, or consummation of any direct parent of the transactions contemplated byBorrower, the Borrower or any amendment, supplement or modification of, or any waiver or consent under or in respect of, any Credit Document and any such other documents. (c) To the extent that a Credit Party fails to pay any amount required to be paid by them to an Agent or an Issuing Lender under paragraph (a) or (b) of this subsection 11.5, each Lender severally agrees to pay to such Agent or each Revolving Credit Lender agrees to pay such Issuing Lender, as the case may be, such Lender’s or Revolving Credit Lender’s, as the case may be, pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amountits Restricted Subsidiaries; provided that the unreimbursed expense or indemnified lossAdministrative Agent, claimthe Collateral Agent, damagethe Letter of Credit Issuers, liability or related expensethe Swingline Lenders, as the case may beJoint Lead Arrangers, was incurred by or asserted against such the Joint Bookrunners and the Syndication Agent or such Issuing Lender to the extent acting in its 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. For purposes hereof, a Lender’s or Revolving Credit Lender’s “pro rata share” All amounts payable under this Section 13.5(a) shall be determined based upon its share 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 repayment of the sum of the aggregate amount of the total Loans and Revolving Credit Commitments or Revolving Credit Loans and Revolving Credit Commitments, as the case may be, at the timeall other amounts payable hereunder. (db) To No Credit Party nor any Indemnified Party shall have any liability for any punitive, indirect or consequential damages resulting from this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Effective Date); provided that, nothing in this Section 13.5(b) shall limit any Credit Party’s indemnity obligations to the extent permitted by applicable law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against any Indemnitee, on any theory of liability, for such special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, are included in any third party claim in connection withwith which an Indemnified Party is entitled to indemnification thereunder. No Indemnified Party 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 as a result of, other information transmission systems in connection with this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan, Letter of other Credit Documents or the use transactions contemplated hereby or thereby, except to the extent that such damages have resulted from the willful misconduct, bad faith or gross negligence of the proceeds thereof. (e) All amounts due under this subsection 11.5 shall be payable promptly after written demand therefor. (f) The Credit Parties shall indemnify the Administrative Agent, the Lenders and each Issuer for, and hold the Administrative Agent, the Lenders and each Issuing Lender harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Administrative Agent, the Lenders and the Issuing Lenders for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of Borrower Indemnified Party or any of Borrower’s Subsidiaries in connection with the transactions contemplated by this Agreementits Related Parties. (g) The Credit Parties agree that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this subsection 11.5) or any other Credit Document shall (i) survive payment in full of the Obligations, (ii) survive the release of all or any portion of the Collateral and (iii) inure to the benefit of any Person that was at any time an Indemnitee under this Agreement or any other Credit Document.

Payment of Expenses and Taxes; Indemnification. (a) Borrower agrees The Borrowers agree to pay (i) all reasonable out-of-pocket expenses incurred by each of the Agents and their respective Affiliates, including the reasonable fees, charges and disbursements of counsel for the Agents in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Credit Documents or any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated or any such amendment, modification or waiver becomes effective), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Lenders Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Agents, the Issuing Lender or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Agents, the Issuing Lender or any Lender, in connection with the enforcement or protection of their rights in connection with the Credit Documents, including their rights under this subsection 11.5, or in connection with the Loans made, or Letters of Credit issued or drawn hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. (b) The Credit Parties agree to indemnify the Agents, the Issuing Lender and each Lender, and each of their Affiliates, officers, directors, employees, agents, trustees, advisors and controlled parties of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel (and environmental consultants or professionals) for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of any Credit Document or any other agreement or instrument contemplated hereby, the performance by the parties to the Credit Documents of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an the Issuing Lenders Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on, at, under or from any Mortgaged Property or any other property currently or formerly owned, leased or otherwise operated by Borrower Holdings or any of its Subsidiaries, or any liability under Environmental Laws related in any way to Borrower Holdings or any of its Subsidiaries, (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 party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence, breach of this Agreement or other Credit Documents or willful misconduct of such Indemnitees Indemnitee, or (v) 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 (other than withholding taxes), if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, any Credit Document and any such other documents. (c) To the extent that a Credit Party fails to pay any amount required to be paid by them to an Agent or an the Issuing Lender under paragraph (a) or (b) of this subsection 11.5, each Lender severally agrees to pay to such Agent or each Revolving Credit Lender agrees to pay such the Issuing Lender, as the case may be, such Lender’s or Revolving Credit Lender’s, as the case may be, pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent or such the Issuing Lender in its capacity as such. For purposes hereof, a Lender’s or Revolving Credit Lender’s “pro rata share” shall be determined based upon its share of the sum of the aggregate amount of the total Loans and Revolving Credit Commitments or Revolving Credit Loans and Revolving Credit Commitments, as the case may be, at the time. (d) To the extent permitted by applicable law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan, Letter of Credit or the use of the proceeds thereof. (e) All amounts due under this subsection 11.5 shall be payable promptly after written demand therefor. (f) The Credit Parties shall indemnify the Administrative Agent, the Lenders and each Issuer for, and hold the Administrative Agent, the Lenders and each the Issuing Lender harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Administrative Agent, the Lenders and the Issuing Lenders Lender for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of Borrower Holdings or any of Borrower’s Subsidiaries Subsidiary in connection with the transactions contemplated by this Agreement. (g) The Credit Parties agree that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this subsection 11.5) or any other Credit Document shall (i) survive payment in full of the Obligations, (ii) survive the release of all or any portion of the Collateral and (iii) inure to the benefit of any Person that was at any time an Indemnitee under this Agreement or any other Credit Document.

Payment of Expenses and Taxes; Indemnification. (a) The Borrower agrees to pay (i) pay or reimburse the Administrative Agent and WCM for all reasonable out-of-pocket costs and expenses incurred by each in connection with the development, preparation, negotiation, printing and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the Agents transactions contemplated hereby and their respective Affiliatesthereby, including together with the reasonable fees, charges fees and disbursements of counsel for to the Agents in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Credit Documents or any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated or any such amendment, modification or waiver becomes effective)Administrative Agent, (ii) to pay or reimburse each Lender and the Administrative Agent for all reasonable out-of-pocket its costs and expenses incurred by the Issuing Lenders in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Agents, the Issuing Lender or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Agents, the Issuing Lender or any Lender, in connection with the enforcement or protection preservation of their rights in connection with the Credit Documents, including their any rights under this subsection 11.5, or in connection with the Loans made, or Letters of Credit issued or drawn hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. (b) The Credit Parties agree to indemnify the AgentsAgreement, the Issuing Lender Notes and each Lenderany such other documents, and each of their Affiliatesincluding, officerswithout limitation, directors, employees, agents, trustees, advisors and controlled parties of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges fees and disbursements of any counsel (and environmental consultants or professionals) for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of any Credit Document or any other agreement or instrument contemplated hereby, the performance by the parties to the Credit Documents of their respective obligations thereunder or Administrative Agent and to the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom Lenders (including any refusal by an Issuing Lenders to honor a demand for payment under a Letter reasonable allocated costs of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Creditin-house legal counsel), (iii) any actual or alleged presence or release of Hazardous Materials onon demand, atto pay, under or from any Mortgaged Property or any other property currently or formerly ownedindemnify, leased or otherwise operated by Borrower or any of its Subsidiariesand hold each Lender, or any liability under Environmental Laws related in any way to Borrower or any of its Subsidiariesthe Administrative Agent and WCM harmless from, (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 party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence, breach of this Agreement or other Credit Documents or willful misconduct of such Indemnitees or (v) 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 (other than withholding 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 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, any the Credit Document Documents and any such other documents. , and (civ) To the extent that a Credit Party fails to pay any amount required to be paid by them to an Agent or an Issuing Lender under paragraph (a) or (b) of this subsection 11.5pay, indemnify, and hold each Lender severally agrees to pay to such Agent or each Revolving Credit Lender agrees to pay such Issuing Lender, as the case may be, such Lender’s or Revolving Credit Lender’s, as the case may be, pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent or such Issuing Lender in its capacity as such. For purposes hereof, a Lender’s or Revolving Credit Lender’s “pro rata share” shall be determined based upon its share of the sum of the aggregate amount of the total Loans and Revolving Credit Commitments or Revolving Credit Loans and Revolving Credit Commitments, as the case may be, at the time. (d) To the extent permitted by applicable law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan, Letter of Credit or the use of the proceeds thereof. (e) All amounts due under this subsection 11.5 shall be payable promptly after written demand therefor. (f) The Credit Parties shall indemnify the Administrative Agent, the Lenders Issuing Lender, the Swingline Lender and WCM and each Issuer forof their respective Affiliates, employees, agents, officers and hold the Administrative Agent, the Lenders and directors (each Issuing Lender an "Indemnified Person") harmless from and against, any and all claims for brokerage commissionsother liabilities, fees and other compensation made against the Administrative Agentobligations, the Lenders and the Issuing Lenders for losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any broker, finder kind or consultant nature whatsoever with respect to the execution, delivery, enforcement, performance or administration of the Credit Documents or any agreementsuch other documents and the use, arrangement or understanding made proposed use, of proceeds of the Loans or otherwise relating in any way to any of the foregoing (all of the foregoing, collectively, "Indemnified Liabilities"); provided that the Borrower shall not have any obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of such Indemnified Person, as determined in a final, non-appealable judgment by a court of competent jurisdiction. (b) The Borrower further agrees to defend, indemnify and hold harmless the Indemnified Parties from and against any and all claims (including claims of third parties), demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or on behalf nature known or unknown, contingent or otherwise, arising out of, or in any way relating to the violation or alleged violation of, noncompliance or alleged noncompliance, with or liability under, any Environmental Law applicable to the operations of any Borrower or any of Borrower’s its Subsidiaries in connection with or the transactions contemplated Properties, or any orders, requirements or demands of Governmental Authorities related thereto, including 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, as determined by this Agreementa court of competent jurisdiction. (gc) The Credit Parties agree that any indemnification or other protection provided to any Indemnitee pursuant to agreements in this Agreement (including pursuant to this subsection 11.5) or any other Credit Document Section 9.5 shall (i) survive payment in full repayment of the ObligationsLoans, (ii) survive the release of Notes and all or any portion of the Collateral and (iii) inure to the benefit of any Person that was at any time an Indemnitee under this Agreement or any other Credit Documentamounts payable hereunder.

Payment of Expenses and Taxes; Indemnification. (a) The Borrower agrees to pay (i) to pay or reimburse each of the Agents, each Joint Lead Arranger, each Joint Bookrunner and each Syndication Agent for all their reasonable and documented and invoiced out-of-pocket costs and reasonable expenses incurred by each (without duplication) associated with the syndication of the Agents Credit Facilities and their respective Affiliatesincurred in connection with the development, preparation, execution and delivery of, and any amendment, supplement and/or modification to this Agreement and the other 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 the reasonable fees, disbursements and other charges and disbursements of Shearman & Sterling LLP as counsel for to the Agents with statements with respect to the foregoing to be submitted to the Borrower prior to the Closing Date (in connection 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 syndication of the credit facilities provided for hereinconsent of, the preparation and administration of the Credit Documents or any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated or any such amendment, modification or waiver becomes effective)Borrower, (ii) to pay or reimburse the Collateral Agent, the Administrative Agent and each Lender for all their reasonable and documented and invoiced out-of-pocket costs and reasonable expenses incurred by the Issuing Lenders in connection with the issuance, amendment, renewal enforcement or extension preservation of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Agentsrights under this Agreement, the Issuing Lender or other Credit Documents and any Lendersuch other documents, including the reasonable fees, disbursements and other charges of one firm or counsel to the Administrative Agent 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, the Administrative Agent, the Collateral Agent, each Joint Lead Arranger, the Joint Bookrunners, the Syndication Agents, each Letter of Credit Issuer and their respective Related Parties (without duplication) (the “Indemnified Parties”) from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, reasonable expenses or disbursements of any counsel for the Agentskind or nature whatsoever (including, the Issuing Lender but not limited to, any action, claim, litigation, investigation, inquiry or any Lenderother proceeding), in connection with the enforcement including, taken as a whole, reasonable and documented or protection of their rights in connection with the Credit Documents, including their rights under this subsection 11.5, or in connection with the Loans made, or Letters of Credit issued or drawn hereunder, including all such invoiced out-of-pocket expenses incurred during 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 workout, restructuring or negotiations in respect existence of such Loans conflict and in connection with the investigating or Letters of Credit. (b) The Credit Parties agree to indemnify the Agents, the Issuing Lender and each Lender, and each of their Affiliates, officers, directors, employees, agents, trustees, advisors and controlled parties of defending any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees) has retained its own counsel, charges of another firm of counsel for such affected Indemnified Party), and disbursements 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 counsel such Indemnified Party arising out of or relating to any action, claim, litigation, investigation or other proceeding (and environmental consultants including any inquiry or professionalsinvestigation of the foregoing) for (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 Indemniteeother third person), incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of any Credit Document or any other agreement or instrument contemplated hereby, the performance by the parties with respect to the Credit Documents of their respective obligations thereunder or the consummation of the Transactions or to the execution, delivery, enforcement, performance and administration of this Agreement, the other Credit Documents and any such other transactions contemplated hereby, (ii) any Loan or Letter of Credit documents or the use of the proceeds therefrom (of the Loans or Letters of Credit, including any refusal by an Issuing Lenders of the foregoing relating to honor a demand for payment under a Letter of Credit if the documents presented in connection violation of, noncompliance with such demand do not strictly comply with the terms of such Letter of Credit)or liability under, (iii) any Environmental Law or any actual or alleged presence of or release Release of Hazardous Materials onapplicable to the Borrower, at, under or from any Mortgaged Property of its Subsidiaries or any other property currently of the Real Property (all the foregoing in this clause (iii), collectively, the “indemnified liabilities”); provided that the Borrower shall have no obligation hereunder to any Indemnified Party with respect to indemnified liabilities arising from (i) the gross negligence, bad faith or formerly owned, leased or otherwise operated by Borrower willful misconduct of such Indemnified Party or any of its Subsidiaries, or any liability under Environmental Laws related Related Parties as determined in any way to Borrower or any of its Subsidiaries, (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 a final and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, nonappealable judgment as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from jurisdiction, (ii) a material breach of the bad faith, gross negligence, breach 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 Credit Documents or willful misconduct proceeding initiated by the Borrower against the relevant Indemnified Party, solely from a breach of the obligations of such Indemnitees Indemnified Party or its Related Parties under the terms of this Agreement as determined in a final and non-appealable judgment by a court of competent jurisdiction, or (viv) any proceeding between and all recording and filing fees and any and all liabilities with respect to, among Indemnified Parties that does not involve an act or resulting from any delay in paying, stamp, excise and other similar taxes (other than withholding taxes), if any, which may be payable or determined to be payable in connection with omission by the execution and delivery of, or consummation of any direct parent of the transactions contemplated byBorrower, the Borrower or any amendment, supplement or modification of, or any waiver or consent under or in respect of, any Credit Document and any such other documents. (c) To the extent that a Credit Party fails to pay any amount required to be paid by them to an Agent or an Issuing Lender under paragraph (a) or (b) of this subsection 11.5, each Lender severally agrees to pay to such Agent or each Revolving Credit Lender agrees to pay such Issuing Lender, as the case may be, such Lender’s or Revolving Credit Lender’s, as the case may be, pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amountits Restricted Subsidiaries; provided that the unreimbursed expense or indemnified lossAdministrative Agent, claimthe Collateral Agent, damagethe Letter of Credit Issuers, liability or related expensethe Swingline Lender, as the case may beJoint Lead Arrangers, was incurred by or asserted against such Agent or such Issuing Lender the Joint Bookrunners and the Syndication Agents to the extent acting in its 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. For purposes hereof, a Lender’s or Revolving Credit Lender’s “pro rata share” All amounts payable under this Section 13.5(a) shall be determined based upon its share 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 repayment of the sum of the aggregate amount of the total Loans and Revolving Credit Commitments or Revolving Credit Loans and Revolving Credit Commitments, as the case may be, at the timeall other amounts payable hereunder. (da) To No Credit Party nor any Indemnified Party shall have any liability for any punitive, indirect or consequential damages resulting from this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date); provided that, nothing in this Section 13.5(b) shall limit any Credit Party’s indemnity obligations to the extent permitted by applicable law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against any Indemnitee, on any theory of liability, for such special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, are included in any third party claim in connection withwith which an Indemnified Party is entitled to indemnification thereunder. No Indemnified Party 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 as a result of, other information transmission systems in connection with this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan, Letter of other Credit Documents or the use transactions contemplated hereby or thereby, except to the extent that such damages have resulted from the willful misconduct, bad faith or gross negligence of the proceeds thereof. (e) All amounts due under this subsection 11.5 shall be payable promptly after written demand therefor. (f) The Credit Parties shall indemnify the Administrative Agent, the Lenders and each Issuer for, and hold the Administrative Agent, the Lenders and each Issuing Lender harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Administrative Agent, the Lenders and the Issuing Lenders for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of Borrower Indemnified Party or any of Borrower’s Subsidiaries in connection with the transactions contemplated by this Agreementits Related Parties. (g) The Credit Parties agree that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this subsection 11.5) or any other Credit Document shall (i) survive payment in full of the Obligations, (ii) survive the release of all or any portion of the Collateral and (iii) inure to the benefit of any Person that was at any time an Indemnitee under this Agreement or any other Credit Document.

Payment of Expenses and Taxes; Indemnification. The Borrower ---------------------------------------------- agrees: (a) Borrower agrees to pay (i) or reimburse the Agent for all its reasonable out-of-of- pocket costs and expenses incurred by each in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this 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 Agents transactions contemplated hereby and their respective Affiliatesthereby, including including, without limitation, the reasonable fees, charges fees and disbursements of counsel to the Agent; (b) to pay or reimburse the Agent for the Agents all its costs and expenses incurred in connection with the syndication negotiation of the credit facilities provided for herein, the preparation and administration of the Credit Documents any restructuring or any amendments, modifications or waivers of the provisions thereof ("work-out," whether or not consummated, and the transactions contemplated hereby enforcement or thereby shall be consummated or preservation of any rights under this Agreement, the Notes, the other Loan Documents and any such amendmentother documents, modification or waiver becomes effective)including, (ii) all reasonable out-of-pocket expenses incurred by the Issuing Lenders in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Agentswithout limitation, the Issuing Lender or any Lender, including the reasonable fees, charges fees and disbursements of any counsel for to the Agents, the Issuing Lender or any Lender, in connection with the enforcement or protection of their rights in connection with the Credit Documents, including their rights under this subsection 11.5, or in connection with the Loans made, or Letters of Credit issued or drawn hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.Agent; (bc) The Credit Parties agree to indemnify the Agents, the Issuing Lender and each Lenderpay, and each of their Affiliates, officers, directors, employees, agents, trustees, advisors and controlled parties of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, indemnify and hold each Indemnitee harmless the Agent from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel (and environmental consultants or professionals) for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of any Credit Document or any other agreement or instrument contemplated hereby, the performance by the parties to the Credit Documents of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an Issuing Lenders to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on, at, under or from any Mortgaged Property or any other property currently or formerly owned, leased or otherwise operated by Borrower or any of its Subsidiaries, or any liability under Environmental Laws related in any way to Borrower or any of its Subsidiaries, (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 party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence, breach of this Agreement or other Credit Documents or willful misconduct of such Indemnitees or (v) 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 (other than withholding taxes)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, any Credit Document this Agreement, the Notes, the other Loan Documents and any such other documents. (c) To the extent that a Credit Party fails to pay any amount required to be paid by them to an Agent or an Issuing Lender under paragraph (a) or (b) of this subsection 11.5, each Lender severally agrees to pay to such Agent or each Revolving Credit Lender agrees to pay such Issuing Lender, as the case may be, such Lender’s or Revolving Credit Lender’s, as the case may be, pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent or such Issuing Lender in its capacity as such. For purposes hereof, a Lender’s or Revolving Credit Lender’s “pro rata share” shall be determined based upon its share of the sum of the aggregate amount of the total Loans and Revolving Credit Commitments or Revolving Credit Loans and Revolving Credit Commitments, as the case may be, at the time.and (d) To the extent permitted by applicable law, no Credit Party shall assertto pay, and each Credit Party hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan, Letter of Credit or the use of the proceeds thereof. (e) All amounts due under this subsection 11.5 shall be payable promptly after written demand therefor. (f) The Credit Parties shall indemnify the Administrative Agent, the Lenders and each Issuer for, and hold harmless the Administrative AgentAgent (including each of their respective parents, the Lenders subsidiaries, officers, directors, employees, agent and each Issuing Lender harmless Affiliates) from and against, any and all claims for brokerage commissionsother claims, fees and other compensation made against the Administrative Agentdemands, the Lenders and the Issuing Lenders for any brokerliabilities, finder obligations, losses, damages, penalties, actions, judgments, suits, costs, settlements, expenses or consultant disbursements of whatever kind or nature arising from, in connection with or with respect to any agreementthe execution, arrangement or understanding made by or on behalf delivery, enforcement, performance and administration of Borrower or any of Borrower’s Subsidiaries in connection with the transactions contemplated by this Agreement. (g) The Credit Parties agree that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this subsection 11.5) Loan Documents or any other Credit Document shall (i) survive payment in full documents or the use of the Obligations, (ii) survive the release of all or any portion proceeds of the Collateral and (iii) inure to the benefit of any Person that was at any time an Indemnitee under this Agreement Loans or any other Credit Documentpurpose or relating to the Acquisition or the Acquisition Documents (all the foregoing in this clause (d), collectively, the "indemnified liabilities"); ----------------------- provided that the Borrower shall have no obligation hereunder to the Agent or -------- any Lender with respect to indemnified liabilities arising from the gross negligence or willful misconduct of the Agent or such Lender.