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

Payment of Expenses and Taxes; Indemnification. The Company agrees (a) to pay or reimburse the Collateral Trustee for all its reasonable fees, out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Security Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of counsel to the Collateral Trustee, (b) to pay or reimburse the Collateral Trustee and the other Credit Agreement Secured Parties for all their reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Security Documents and any such other documents, including the fees, disbursements and other charges of counsel to the Collateral Trustee and the other Credit Agreement Secured Parties, (c) to pay, indemnify, and hold harmless the Collateral Trustee, the other Secured Parties from any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, 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 Security Documents and any such other documents and (d) to pay, indemnify and hold harmless the Collateral Trustee, each co-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 the execution, delivery, enforcement, performance and administration of this Agreement, the other Security 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 Materials of Environmental Concern applicable to the operations of the Company, any of its Subsidiaries or any of its property except in each case with respect to the costs and expenses of the type described in the foregoing clauses (a) and (b) (all the foregoing in this clause (d), collectively, the “indemnified liabilities”); provided that the Grantors shall have no obligation hereunder to the Collateral Trustee or any other Secured Party nor any of their respective directors, officers, employees and agents with respect to indemnified liabilities arising from (i) the bad faith, gross negligence or willful misconduct of the party to be indemnified (in each case as determined by a final non-appealable order by a court of competent jurisdiction). By accepting the benefits of this Agreement, each of the holders of Secured Obligations (other than the Collateral Trustee) severally agrees (i) to pay and reimburse the Collateral Trustee and each co-trustee, on demand, in the amount of its pro rata share from time to time (based on the principal amount of the Secured Obligations of such Secured Party), of any reasonable fees and expenses referred to in this Agreement or any other Security Document securing Obligations owed to such Secured Parties and/or any other fees due to and expenses incurred by the Collateral Trustee and each co-trustee in connection with performance of its duties hereunder, the administration of any Security Document and the enforcement and protection of the rights of the Collateral Trustee and the Secured Parties which shall not have been paid or reimbursed by the Company or paid from the proceeds of Collateral as provided herein and (ii) to indemnify and hold harmless the Collateral Trustee and each co-trustee and their affiliates and each and all of their respective directors, officers, partners, trustees, employees, attorneys and agents, on demand, in the amount of such pro rata share, from and against any and all liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements referred to in this Agreement and/or incurred by the Collateral Trustee and each co-trustee in connection with the execution, delivery, performance, preparation and administration of this Agreement or any other Security Document or the enforcement and protection of the rights of the Secured Parties, to the extent the same shall not have been paid or reimbursed by the Company or paid from the proceeds of Collateral as provided herein. The agreements in this Section 8.9 shall survive repayment of the Secured Obligations and all other amounts payable hereunder and under the other Secured Debt Documents and the removal or resignation of the Collateral Trustee.

Payment of Expenses and Taxes; Indemnification. The Company Each Borrower agrees (a) to pay or reimburse the Collateral Trustee Agents and Arranger for all its reasonable feestheir reasonable, out-of-pocket and documented costs and expenses incurred in connection with due diligence in respect of the transactions contemplated by this Agreement, the development, preparation and execution of, and any amendment, supplement supplement, or modification to, this Agreement and the other Security Documents Credit Documents, including in connection with an initial syndication, and any other documents prepared in connection herewith or therewith, and the consummation consummation, monitoring, oversight and administration of the transactions contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of counsel to retained by, or for the Collateral Trusteebenefit of, Agents, (b) to pay or reimburse the Collateral Trustee each Lender and the other Credit Agreement Secured Parties Agents for all their reasonable costs and expenses incurred in connection with the exercise, enforcement or preservation of any rights under this Agreement, 116 21029590V.1 the other Security Credit Documents and any such other documents, or in connection with the Loans made hereunder, including all such costs and expenses incurred during any workout, restructuring or negotiations in respect of such Loans, and including the reasonable fees, disbursements and other charges of counsel to each Lender and of counsel retained by or for the Collateral Trustee and the other Credit Agreement Secured Partiesbenefit of Agents, (c) to pay, indemnify, and hold harmless the Collateral Trusteeeach Lender, the other Secured Parties Arranger and Agents from any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxesOther Taxes, if any, 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 Security Credit Documents and any such other documents documents, (d) to pay or reimburse Administrative Agent and the Lenders for all reasonable fees, costs and expenses incurred in exercising its rights under Section 8.16 and (de) to pay, indemnify and hold harmless the Collateral Trusteeeach Lender, each co-trustee Arranger and the other Secured Parties Agents and their respective directors, officers, employees, trustees and agents Related Parties from and against any and all other liabilities, obligations, losses, damages, fines, fees, penalties, actions, judgments, suits, and reasonable costs, expenses or disbursements of any kind or nature whatsoever, including reasonable and documented fees, disbursements and other charges of counsel, with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Security Credit Documents and any such other documents, including any of the foregoing relating to a breach by any Credit Party of any representation or warranty in any Credit Document or the violation of, noncompliance with or liability under, any Environmental Law or any actual or alleged presence of Hazardous Materials of Environmental Concern applicable to the operations of the Companyeach Credit Party, any of its their respective Subsidiaries or any of its property except in each case with respect to the costs and expenses of the type described in the foregoing clauses (a) and (b) their Real Property (all the foregoing in this clause (de), collectively, the “indemnified liabilitiesIndemnified Liabilities”); provided that the Grantors Credit Parties shall not have no any obligation hereunder to the Collateral Trustee Agents, Arranger or any other Secured Party Lender nor any of their respective directors, officers, employees and agents Related Parties with respect to indemnified liabilities Indemnified Liabilities arising from (i) the bad faith, gross negligence or willful misconduct of the party to be indemnified (in each case as determined by a final and non-appealable order by decision of a court of competent jurisdiction). By accepting the benefits of this Agreement, each of the holders of Secured Obligations (other than the Collateral Trustee) severally agrees (i) to pay and reimburse the Collateral Trustee and each co-trustee, on demand, in the amount of its pro rata share from time to time (based on the principal amount of the Secured Obligations of such Secured Party), of any reasonable fees and expenses referred to in this Agreement or any other Security Document securing Obligations owed to such Secured Parties and/or any other fees due to and expenses incurred by the Collateral Trustee and each co-trustee in connection with performance of its duties hereunder, the administration of any Security Document and the enforcement and protection of the rights of the Collateral Trustee and the Secured Parties which shall not have been paid or reimbursed by the Company or paid from the proceeds of Collateral as provided herein and (ii) to indemnify and hold harmless the Collateral Trustee and each co-trustee and their affiliates and each and all of their respective directors, officers, partners, trustees, employees, attorneys and agents, on demand, in the amount of such pro rata share, from and against any and all liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements referred to in this Agreement and/or incurred by the Collateral Trustee and each co-trustee in connection with the execution, delivery, performance, preparation and administration of this Agreement or any other Security Document or the enforcement and protection of the rights of the Secured Parties, to the extent the same shall not have been paid or reimbursed by the Company or paid from the proceeds of Collateral as provided herein. The agreements in this Section 8.9 12.05 shall survive repayment of the Secured Obligations Loans and all other amounts payable hereunder and under termination of this Agreement. To the fullest extent permitted by Applicable Law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against any Lender, any Agent and their respective Related Parties, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, the Loans or the use of the proceeds thereof. None of the Lenders, Agents, Arranger or any of their respective Related Parties shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Secured Debt Credit Documents and or the removal transactions contemplated hereby or resignation thereby other than solely to the extent such liability results from such Lender, Agent, Arranger or Related Party’s violation of the Collateral TrusteeSection 12.16.

Payment of Expenses and Taxes; Indemnification. The Company Each Borrower and each other Loan Party agrees to promptly, and in any case within thirty (30) days of presentation of an invoice therefor: (a) to pay or reimburse the Collateral Trustee each Agent and each Initial Lender for all its their reasonable feesand documented costs, fees and out-of-pocket costs and expenses incurred in connection with the developmentnegotiation, preparation preparation, execution, delivery and execution administration of, and any amendment, supplement supplement, or other modification to, and any waiver of any provision of, and any consent under, this Loan Agreement and the other Security Loan Documents and any other documents prepared in connection herewith or therewiththerewith (in each case, whether or not consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including without limitation such reasonable and documented costs, fees and out-of-pocket expenses related to due diligence, appraisal costs, lien searches and filing fees and such costs, fees and expenses in relation to any payoff letter or other termination agreement and associated lien releases, and limited in the case of legal expenses to the reasonable and documented fees, disbursements and other charges of one external counsel to the Collateral Trustee, Agents and the Lenders (absent any conflict of interest) and reasonably necessary special counsel and local counsel in each applicable jurisdiction to the Agents and the Lenders; (b) to pay or reimburse the Collateral Trustee each Agent and the other Credit Agreement Secured Parties each Lender for all of their reasonable costs and documented costs, fees and out-of-pocket expenses incurred thereby and by their Affiliates in connection with the enforcement or preservation of any rights under this Loan Agreement, the other Security Loan Documents and any such other documentsdocuments prepared in connection herewith or therewith, in connection with any workout, restructuring or negotiations in respect thereof, in connection with any action to protect, collect, sell, liquidate or dispose of any Collateral, and in connection with any litigation, arbitration or other contest, dispute, suit, or proceeding relating to any of the foregoing, including in each case the fees, disbursements and other charges of one external counsel to the Collateral Trustee Agent and the other Credit Agreement Secured PartiesLenders, and reasonably necessary special counsel and local counsel in each applicable jurisdiction to the Agent and the Lenders; (c) to pay, indemnify, and hold harmless the Collateral Trustee, the other Secured Parties each Agent and each Lender 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 taxesOther Taxes, if any, 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 Loan Agreement, the other Security Loan Documents and any such other documents documents; (d) to pay or reimburse each Agent and each Lender for all reasonable fees, costs and expenses incurred in exercising their rights under Section 8.02 and Section 8.16 and (de) to pay, indemnify and hold harmless the Collateral Trusteeeach Agent, each co-trustee Lender, each other Secured Party, and the other Secured respective Related Parties and their respective directorsof each of them, officers, employees, trustees and agents from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, and third party 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 the execution, delivery, enforcement, performance and administration of this Agreement, the other Security Documents and any such other documents, including any of the foregoing relating to any Environmental Claim that relates to any Loan Party or any property owned or leased by any Loan Party, the violation of, noncompliance with or liability under, any Environmental Law by any Loan Party or any property owned or leased by any Loan Party or any actual or alleged presence of Hazardous Materials of Environmental Concern applicable to on any property owned or leased by any Loan Party or resulting from any Loan Party in connection with the operations of the Companyany Loan Party, Subsidiary of any of its Subsidiaries Loan Party or any of its property except in each case with respect to the costs and expenses of the type described in the foregoing clauses (a) and (b) their Real Property (all the foregoing in this clause (de), collectively, the “indemnified liabilitiesIndemnified Liabilities”); provided provided, however, that the Grantors Loan Parties shall have no obligation hereunder under this clause (e) to the Collateral Trustee or either Agent, any Lender, any other Secured Party, or any Related Party nor of any of their respective directorsthem, officers, employees and agents with respect to indemnified liabilities for Indemnified Liabilities arising from (iA) the gross negligence, bad faith, gross negligence faith or willful misconduct of the party to be indemnified (in each case indemnified, as determined by a final final, non-appealable order by of a court of competent jurisdiction). By accepting the benefits of this Agreement, each (B) any breach of the holders of Secured Obligations funding obligations under this Agreement by such Indemnified Party or (C) any Claim resulting from one party to be indemnified against any other than the Collateral Trustee) severally agrees (i) party to pay be indemnified and reimburse the Collateral Trustee and each co-trustee, on demand, in the amount of its pro rata share from time to time (based on the principal amount of the Secured Obligations of such Secured Party), that does not involve an act or omission of any reasonable fees and expenses referred to in this Agreement Borrower, any Guarantor or any other Security Document securing Obligations owed to such Secured Parties and/or any other fees due to and expenses incurred by the Collateral Trustee and each co-trustee in connection with performance of its duties hereunder, the administration of any Security Document and the enforcement and protection of the rights of the Collateral Trustee and the Secured Parties which shall not have been paid or reimbursed by the Company or paid from the proceeds of Collateral as provided herein and (ii) to indemnify and hold harmless the Collateral Trustee and each co-trustee and their affiliates and each and all of their respective directors, officers, partners, trustees, employees, attorneys and agents, on demand, in the amount of such pro rata share, from and against any and all liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses Subsidiaries or disbursements referred to in this Agreement and/or incurred by the Collateral Trustee and each co-trustee in connection with the execution, delivery, performance, preparation and administration of this Agreement or any other Security Document or the enforcement and protection of the rights of the Secured Parties, to the extent the same shall not have been paid or reimbursed by the Company or paid from the proceeds of Collateral as provided hereinAffiliates. The agreements in this Section 8.9 12.05 shall survive repayment of the Secured Obligations Loans and all other amounts payable hereunder and under the termination of this Loan Agreement. To the fullest extent permitted by Applicable Law, no Loan Party shall assert, and each Loan Party hereby waives, any claim against any Agent, any Lender, any other Secured Party and the Related Parties of each of them, on any theory of liability, for any general or consequential damages, or direct or indirect damages, in each case of any kind, and in each case whether special, reliance, punitive, compensatory, benefit of the bargain, “cover”, expectancy, exemplary, incidental, “lost profits”, or similar or other damages (including, but not limited to, damages resulting from loss of profits, revenue or business opportunity, business impact or anticipated savings) or multiples of damages, other than direct, foreseeable, actual out‑of-pocket damages, arising out of, in connection with, or as a result of, this Loan Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof. No Lender, no Agent, no other Secured Party, and no Related Party of any of them shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Loan Agreement or the other Secured Debt Loan Documents and or the removal transactions contemplated hereby or resignation thereby, in the absence of the Collateral Trusteewillful misconduct, bad faith or gross negligence of such Person as determined by a final, non-appealable order of a court of competent jurisdiction.

Payment of Expenses and Taxes; Indemnification. The Company Each Borrower agrees (a) to pay or reimburse the Collateral Trustee each Agent and Arranger for all its their costs and expenses reasonably incurred (but limited, in the case of legal fees and expenses of each Agent and Arrangers, to the reasonable fees, out-of-pocket costs charges and expenses incurred disbursements of one primary counsel for Agents and Arranger, taken as a whole, and, if deemed reasonably necessary by Administrative Agent, one local counsel to such Persons, taken as a whole, in any relevant jurisdiction) in connection with due diligence in respect of the transactions contemplated by this Agreement, the development, preparation and execution of, and any amendment, supplement supplement, or modification to, this Agreement and the other Security Documents Credit Documents, including in connection with an initial syndication, and any other documents prepared in connection herewith or therewith, and the consummation consummation, monitoring, oversight and administration of the transactions contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of counsel to the Collateral Trustee, (b) to pay or reimburse the Collateral Trustee each Lender and the other Credit Agreement Secured Parties each Agent for all their reasonable costs and expenses reasonably incurred (but limited, in the case of legal fees and expenses of each Lender and each Agent, to the reasonable fees, charges and disbursements of (i) a single primary counsel to Agents and Lenders, taken as a whole, (ii) a single local counsel to Agents and Lenders, taken as a whole, in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and (iii) in the event of any actual or potential conflict of interest, one additional counsel for each party subject to such conflict) in connection with the exercise, enforcement or preservation of any rights under this Agreement, the other Security Credit Documents and any such other documents, or in connection with the Loans made hereunder, including the feesall such costs and expenses incurred during any workout, disbursements and other charges restructuring or negotiations in respect of counsel to the Collateral Trustee and the other Credit Agreement Secured Partiessuch Loans, (c) to pay, indemnify, and hold harmless the Collateral Trustee, the other Secured Parties each Lender and Agents from any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxesOther Taxes, if any, 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 Security Credit Documents and any such other documents documents, (d) to pay or reimburse Administrative Agent for all reasonable fees, costs and expenses incurred in exercising its rights under Section 8.15 and (de) to pay, indemnify and hold harmless the Collateral Trusteeeach Lender, each co-trustee Arranger and the other Secured Parties Agents and their respective directors, officers, employees, trustees and agents Related Parties from and against any and all other liabilities, obligations, losses, damages, fines, fees, penalties, actions, judgments, suits, and reasonable costs, expenses or disbursements of any kind or nature whatsoever, including reasonable and documented fees, disbursements and other charges of counselcounsel (but limited, in the case of such fees, disbursements and other charges, to the reasonable fees, disbursements and other charges of (i) one primary counsel to all Indemnitees (taken as a whole), (ii) if deemed reasonably necessary by Agents, of a single local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for all such Indemnitees (taken as a whole) and (iii) solely in the case of an actual or potential conflict of interest, one additional counsel to each group of similarly situated affected Indemnitees in each applicable jurisdiction), with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Security Credit Documents and any such other documents, including any of the foregoing relating to a breach by any Credit Party of any representation or warranty in any Credit Document or the violation of, noncompliance with or liability under, any Environmental Law or any actual or alleged presence of Hazardous Materials of Environmental Concern applicable to the operations of the Companyeach Credit Party, any of its their respective Subsidiaries or any of its property except in each case with respect to the costs and expenses of the type described in the foregoing clauses (a) and (b) their Real Property (all the foregoing in this clause (d), collectively, the “indemnified liabilitiesIndemnified Liabilities”); provided that the Grantors Credit Parties shall not have no any obligation hereunder to the Collateral Trustee Agents, Arranger or any other Secured Party Lender nor any of their respective directors, officers, employees and agents Related Parties with respect to indemnified liabilities Indemnified Liabilities arising from (i) the bad faith, gross negligence or willful misconduct of the party to be indemnified (in each case as determined by a final and non-appealable order by decision of a court of competent jurisdiction). By accepting the benefits of this Agreement, each of the holders of Secured Obligations (other than the Collateral Trustee) severally agrees (i) to pay and reimburse the Collateral Trustee and each co-trustee, on demand, in the amount of its pro rata share from time to time (based on the principal amount of the Secured Obligations of such Secured Party), of any reasonable fees and expenses referred to in this Agreement or any other Security Document securing Obligations owed to such Secured Parties and/or any other fees due to and expenses incurred by the Collateral Trustee and each co-trustee in connection with performance of its duties hereunder, the administration of any Security Document and the enforcement and protection of the rights of the Collateral Trustee and the Secured Parties which shall not have been paid or reimbursed by the Company or paid from the proceeds of Collateral as provided herein and (ii) to indemnify and hold harmless the Collateral Trustee and each co-trustee and their affiliates and each and all of their respective directors, officers, partners, trustees, employees, attorneys and agents, on demand, in the amount of such pro rata share, from and against any and all liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements referred to in this Agreement and/or incurred by the Collateral Trustee and each co-trustee in connection with the execution, delivery, performance, preparation and administration of this Agreement or any other Security Document or the enforcement and protection of the rights of the Secured Parties, to the extent the same shall not have been paid or reimbursed by the Company or paid from the proceeds of Collateral as provided herein. The agreements in this Section 8.9 12.05 shall survive repayment of the Secured Obligations Loans and all other amounts payable hereunder and under termination of this Agreement. To the fullest extent permitted by Applicable Law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against any Lender, any Agent and their respective Related Parties, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, the Loans or the use of the proceeds thereof. None of the Lenders, Agents, Arranger or any of their respective Related Parties shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Secured Debt Credit Documents or the transactions contemplated hereby or thereby, except to the extent any such damages arose from the gross negligence or willful misconduct of such Lender, Agent, Arranger or Related Person as determined by a final and the removal or resignation non-appealable decision of the Collateral Trusteea court of competent jurisdiction.

Payment of Expenses and Taxes; Indemnification. The Company agrees Borrower and each other Loan Party agrees: (a) to pay or reimburse the Collateral Trustee each Agent and each Lender for all its their reasonable fees, and documented out-of-pocket costs costs, fees and expenses incurred in connection with the development, preparation negotiation, preparation, execution, delivery and execution administration of, and any amendment, supplement supplement, or other modification to, and any waiver of any provision of, and any consent under, this Loan Agreement and the other Security Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including without limitation such costs, fees and expenses related to due diligence, appraisal costs, lien searches and filing fees and such costs, fees and expenses in relation to any payoff letter or other termination agreement and associated lien releases, and including the reasonable fees, disbursements and other charges of one primary external counsel to the Collateral TrusteeAgents, including reasonably necessary special counsel and local counsel in each applicable jurisdiction, and external tax professionals, accounting professionals, and other consultants and advisors, in all cases whether or not the Closing Date occurs and whether or not the transactions contemplated hereby are consummated; (b) to pay or reimburse the Collateral Trustee each Agent and the other Credit Agreement Secured Parties each Lender for all of their reasonable costs documented out-of-pocket costs, fees and expenses incurred thereby and by their Affiliates in connection with the enforcement or preservation of any rights under this Loan Agreement, the other Security Loan Documents and any such other documentsdocuments prepared in connection herewith or therewith, in connection with any workout, restructuring or negotiations in respect thereof, in connection with any action to protect, collect, sell, liquidate or dispose of any Collateral, and in connection with any litigation, arbitration or other contest, dispute, suit, or proceeding relating to any of the foregoing, including in each case the fees, disbursements and other charges of external counsel to the Collateral Trustee each Agent, and the external counsel to each Lender, external tax professionals, accounting professionals, and other Credit Agreement Secured Parties, consultants and advisors of each Agent and of each Lender; (c) to pay, indemnify, and hold harmless the Collateral Trustee, the other Secured Parties each Agent and each Lender 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 taxesOther Taxes, if any, 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 Loan Agreement, the other Security Loan Documents and any such other documents documents; (d) to pay or reimburse each Agent and each Lender for all reasonable fees, costs and expenses incurred in exercising their rights under Section 8.02 and Section 8.16 and to pay and reimburse each Lender for all reasonable fees and expenses incurred in exercising its rights under Section 8.17; and (de) to pay, indemnify and hold harmless the Collateral Trusteeeach Agent, each co-trustee Lender, each other Secured Party, and the other Secured respective Related Parties and their respective directorsof each of them, officers, employees, trustees and agents 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 and disbursements of any kind or nature whatsoever, including reasonable and documented fees, disbursements and other charges of one primary external counsel, with respect to the negotiation, execution, delivery, enforcement, performance and administration of this Loan Agreement, the other Security Loan Documents and any such other documents, including any of the foregoing relating to any Environmental Claim that relates to any Loan Party or any property owned or leased by any Loan Party, the violation of, noncompliance with or liability under, any Environmental Law by any Loan Party or any property owned or leased by any Loan Party or any actual or alleged presence of Hazardous Materials of Environmental Concern applicable to on any property owned or leased by any Loan Party or resulting from any Loan Party in connection with the operations of the Companyany Loan Party, Subsidiary of any of its Subsidiaries Loan Party or any of its property except in each case with respect to the costs and expenses of the type described in the foregoing clauses (a) and (b) their Real Property (all the foregoing in this clause (de), collectively, the “indemnified liabilitiesIndemnified Liabilities”); provided provided, however, that the Grantors Loan Parties shall have no obligation hereunder under this clause (f) to the Collateral Trustee or either Agent, any Lender, any other Secured Party, or any Related Party nor of any of their respective directorsthem, officers, employees and agents with respect to indemnified liabilities for Indemnified Liabilities arising from (iA) the bad faith, gross negligence or willful misconduct of the party to be indemnified (in each case indemnified, as determined by a final final, non-appealable order by of a court of competent jurisdiction). By accepting the benefits jurisdiction or (B) any claim resulting from one party to be indemnified against any other party to be indemnified and that does not involve an act or omission of this AgreementBorrower, each of the holders of Secured Obligations (other than the Collateral Trustee) severally agrees (i) to pay and reimburse the Collateral Trustee and each co-trustee, on demand, in the amount of its pro rata share from time to time (based on the principal amount of the Secured Obligations of such Secured Party), of any reasonable fees and expenses referred to in this Agreement Guarantor or any other Security Document securing Obligations owed to such Secured Parties and/or any other fees due to and expenses incurred by the Collateral Trustee and each co-trustee in connection with performance of its duties hereunder, the administration of any Security Document and the enforcement and protection of the rights of the Collateral Trustee and the Secured Parties which shall not have been paid or reimbursed by the Company or paid from the proceeds of Collateral as provided herein and (ii) to indemnify and hold harmless the Collateral Trustee and each co-trustee and their affiliates and each and all of their respective directors, officers, partners, trustees, employees, attorneys and agents, on demand, in the amount of such pro rata share, from and against any and all liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses Subsidiaries or disbursements referred to in this Agreement and/or incurred by the Collateral Trustee and each co-trustee in connection with the execution, delivery, performance, preparation and administration of this Agreement or any other Security Document or the enforcement and protection of the rights of the Secured Parties, to the extent the same shall not have been paid or reimbursed by the Company or paid from the proceeds of Collateral as provided hereinAffiliates. The agreements in this Section 8.9 12.05 shall survive repayment of the Secured Obligations Loans and all other amounts payable hereunder and under the termination of this Loan Agreement. To the fullest extent permitted by Applicable Law, no Loan Party shall assert, and each Loan Party hereby waives, any claim against any Agent, any Lender, any other Secured Party, and the Related Parties of each of them, on any theory of liability, for any general or consequential damages, or direct or indirect damages, in each case of any kind, and in each case whether special, reliance, punitive, compensatory, benefit of the bargain, “cover”, expectancy, exemplary, incidental, “lost profits”, or similar or other damages (including, but not limited to, damages resulting from loss of profits, revenue or business opportunity, business impact or anticipated savings) or multiples of damages, other than direct, foreseeable, actual out-of-pocket damages, arising out of, in connection with, or as a result of, this Loan Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof. No Lender, no Agent, no other Secured Party, and no Related Party of any of them shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Loan Agreement or the other Secured Debt Loan Documents and or the removal transactions contemplated hereby or resignation thereby, in the absence of the Collateral Trusteewillful misconduct or gross negligence of such Person as determined by a final, non-appealable order of a court of competent jurisdiction.

Payment of Expenses and Taxes; Indemnification. The Grantors shall pay such compensation to the Collateral Agent as the Company agrees and Collateral Agent may agree in writing from time to time. Notwithstanding that the Collateral Agent is appointed by and acting for and at the direction of the Secured Parties, the Grantors jointly and severally agree (a) to pay or reimburse the Collateral Trustee Agent for all its documented fees and reasonable fees, out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Security Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees, fees and disbursements and other charges of counsel and agents appointed pursuant to Section 6.2 to the Collateral TrusteeAgent, any amounts due and owing pursuant to any mortgage, including, without limitation, any amounts incurred pursuant to Minn. Stat § 287.05, Subd. 5, and the preservation of the Liens or any rights of the Collateral Agent (b) after the occurrence of a Triggering Event, to pay or reimburse the Collateral Trustee Agent and the other Credit Agreement Secured Parties for all their reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Security Documents and any such other documents, including the fees, fees and disbursements and other charges of counsel to the Collateral Trustee Agent and the other Credit Agreement Secured Parties, (c) to pay, indemnify, defend and hold harmless the Collateral Trustee, Agent and the other Secured Parties from any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, 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 Security Documents and any such other documents documents, and (d) to pay, indemnify indemnify, defend and hold harmless the Collateral Trustee, each co-trustee Agent 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 counselcounsel and agents appointed pursuant to Section 6.2, with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Security 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 Materials of Environmental Concern applicable to the operations of the Company, any of its Subsidiaries or any of its property except in each case with respect to the costs and expenses of the type described in the foregoing clauses (a) and (b) (all the foregoing in this clause (d), collectively, the “indemnified liabilities”); provided that the Grantors shall have no obligation hereunder to the Collateral Trustee Agent or any other Secured Party nor any of their respective directors, officers, employees and agents with respect to indemnified liabilities arising from (i) the bad faith, gross negligence or willful misconduct of the party to be indemnified (in each case as determined by a final non-appealable order by a court of competent jurisdiction). By accepting the benefits of this Agreement, each of the holders of Secured Obligations (other than the Collateral Trustee) severally agrees (i) to pay and reimburse the Collateral Trustee and each co-trustee, on demand, in the amount of its pro rata share from time to time (based on the principal amount of the Secured Obligations of such Secured Party), of any reasonable fees and expenses referred to in this Agreement or any other Security Document securing Obligations owed to such Secured Parties and/or any other fees due to and expenses incurred by the Collateral Trustee and each co-trustee in connection with performance of its duties hereunder, the administration of any Security Document and the enforcement and protection of the rights of the Collateral Trustee and the Secured Parties which shall not have been paid or reimbursed by the Company or paid from the proceeds of Collateral as provided herein and (ii) to indemnify and hold harmless the Collateral Trustee and each co-trustee and their affiliates and each and all of their respective directors, officers, partners, trustees, employees, attorneys and agents, on demand, in the amount of such pro rata share, from and against any and all liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements referred to in this Agreement and/or incurred by the Collateral Trustee and each co-trustee in connection with the execution, delivery, performance, preparation and administration of this Agreement or any other Security Document or the enforcement and protection of the rights of the Secured Parties, to the extent the same shall not have been paid or reimbursed by the Company or paid from the proceeds of Collateral as provided herein. The agreements in this Section 8.9 shall survive repayment of the Secured Obligations and all other amounts payable hereunder and under the other Secured Debt Documents and the termination of this Agreement or the removal or resignation of the Collateral TrusteeAgent.

Payment of Expenses and Taxes; Indemnification. The Company agrees Borrower agrees, (a) to pay or reimburse the Collateral Trustee Agents for all its their reasonable fees, and documented out-of-pocket costs and expenses incurred in connection with due diligence in respect of the transactions contemplated by this Agreement, the development, preparation and execution of, and any amendment, supplement supplement, or modification to, this Agreement and the other Security Documents Credit Documents, including in connection with an initial syndication, and any other documents prepared in connection herewith or therewith, and the consummation consummation, monitoring, oversight and administration of the transactions contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of counsel to the Collateral TrusteeAgents, (b) to pay or reimburse the Collateral Trustee each Lender and the other Credit Agreement Secured Parties Agents for all their reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Security Credit Documents and any such other documents, or in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans, and including the reasonable fees, disbursements and other charges of counsel to each Lender and of counsel to the Collateral Trustee and the other Credit Agreement Secured PartiesAgents, (c) to pay, indemnify, and hold harmless each Lender and the Collateral Trustee, the other Secured Parties Agents from any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxesOther Taxes, if any, 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 Security Credit Documents and any such other documents documents, (d) to pay or reimburse Collateral Agent for all reasonable fees, costs and expenses incurred in exercising its rights under Section 8.16 and (de) to pay, indemnify and hold harmless the Collateral Trustee, each co-trustee Lender and the other Secured Parties Agents and their respective directors, officers, employees, trustees and agents Related Parties from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, and reasonable and documented (to the extent available) reasonable out-of-pocket costs, expenses or disbursements of any kind or nature whatsoever, including reasonable and documented (to the extent available) fees, disbursements and other charges of counsel, with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Security 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 of Environmental Concern applicable to the operations of the Companyeach Credit Party, any of its their respective Subsidiaries or any of its property except in each case with respect to the costs and expenses of the type described in the foregoing clauses (a) and (b) their Real Property (all the foregoing in this clause (de), collectively, the “indemnified liabilitiesIndemnified Liabilities”); provided that the Grantors Credit Parties shall not have no any obligation hereunder to the Collateral Trustee Agents or any other Secured Party Lender nor any of their respective directors, officers, employees and agents Related Parties with respect to indemnified liabilities Indemnified Liabilities arising from (i) the bad faith, gross negligence or willful misconduct of the party to be indemnified (in each case as determined by a final and non-appealable order by decision of a court of competent jurisdiction). By accepting the benefits of this Agreement, each of the holders of Secured Obligations (other than the Collateral Trustee) severally agrees (i) to pay and reimburse the Collateral Trustee and each co-trustee, on demand, in the amount of its pro rata share from time to time (based on the principal amount of the Secured Obligations of such Secured Party), of any reasonable fees and expenses referred to in this Agreement or any other Security Document securing Obligations owed to such Secured Parties and/or any other fees due to and expenses incurred by the Collateral Trustee and each co-trustee in connection with performance of its duties hereunder, the administration of any Security Document and the enforcement and protection of the rights of the Collateral Trustee and the Secured Parties which shall not have been paid or reimbursed by the Company or paid from the proceeds of Collateral as provided herein and (ii) to indemnify and hold harmless the Collateral Trustee and each co-trustee and their affiliates and each and all of their respective directors, officers, partners, trustees, employees, attorneys and agents, on demand, in the amount of such pro rata share, from and against any and all liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements referred to in this Agreement and/or incurred by the Collateral Trustee and each co-trustee in connection with the execution, delivery, performance, preparation and administration of this Agreement or any other Security Document or the enforcement and protection of the rights of the Secured Parties, to the extent the same shall not have been paid or reimbursed by the Company or paid from the proceeds of Collateral as provided herein. The agreements in this Section 8.9 12.05 shall survive repayment of the Secured Obligations Loans and all other amounts payable hereunder and under termination of this Agreement. To the fullest extent permitted by Applicable Law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against any Lender, any Agent and their respective Related Parties, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, the Loans or the use of the proceeds thereof. No Lender, no Agent nor any of their respective Related Parties shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Secured Debt Credit Documents and or the removal transactions contemplated hereby or resignation of the Collateral Trusteethereby.

Payment of Expenses and Taxes; Indemnification. The Company Borrower agrees (a) to pay or reimburse the Collateral Trustee Agent and the Lenders for all its reasonable fees, out-of-pocket costs and expenses incurred in connection with the development, preparation preparation, negotiation, printing and execution of, and any amendment, supplement or modification to, this Agreement and the other Security 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 together with the reasonable fees, fees and disbursements and other charges of counsel to the Collateral TrusteeAgent and the Lenders, (b) to pay or reimburse the Collateral Trustee each Lender and the other Credit Agreement Secured Parties Agent for all their reasonable its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Security Documents Notes and any such other documents, including including, without limitation, the fees, reasonable fees and disbursements and other charges of counsel to the Collateral Trustee Agent and to the other Credit Agreement Secured PartiesLenders (including reasonable allocated costs of in-house legal counsel), (c) on demand, to pay, indemnify, and hold each Lender and the Agent harmless the Collateral Trusteefrom, the other Secured Parties from any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, paying stamp, excise and other similar taxes, if any, that 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 Security Loan Documents and any such other documents documents, and (d) to pay, indemnify indemnify, and hold harmless the Collateral Trustee, each co-trustee Lender and the other Secured Parties Agent and their respective directors, officers, employees, trustees and agents Affiliates harmless from and against 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, whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Security Loan Documents and any such other documentsdocuments and the use, including any or proposed use, of proceeds of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law or any actual or alleged presence of Materials of Environmental Concern applicable to the operations Loans (all of the Company, any of its Subsidiaries or any of its property except in each case with respect to the costs and expenses of the type described in the foregoing clauses (a) and (b) (all the foregoing in this clause (d)foregoing, collectively, the “indemnified liabilities”); provided provided, however, that the Grantors Borrower shall not have no any obligation hereunder to the Collateral Trustee Agent or any other Secured Party nor any of their respective directors, officers, employees and agents Lender with respect to indemnified liabilities arising from (i) the bad faith, gross negligence or willful misconduct of the party to be indemnified (in each case Agent or such Lender, as determined by a final non-appealable order by a court of competent jurisdiction). By accepting the benefits of this Agreement, each of the holders of Secured Obligations (other than the Collateral Trustee) severally agrees (i) to pay and reimburse the Collateral Trustee and each co-trustee, on demand, in the amount of its pro rata share from time to time (based on the principal amount of the Secured Obligations of such Secured Party), of any reasonable fees and expenses referred to in this Agreement or any other Security Document securing Obligations owed to such Secured Parties and/or any other fees due to and expenses incurred by the Collateral Trustee and each co-trustee in connection with performance of its duties hereunder, the administration of any Security Document and the enforcement and protection of the rights of the Collateral Trustee and the Secured Parties which shall not have been paid or reimbursed by the Company or paid from the proceeds of Collateral as provided herein and (ii) to indemnify and hold harmless the Collateral Trustee and each co-trustee and their affiliates and each and all of their respective directors, officers, partners, trustees, employees, attorneys and agents, on demand, in the amount of such pro rata share, from and against any and all liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements referred to in this Agreement and/or incurred by the Collateral Trustee and each co-trustee in connection with the execution, delivery, performance, preparation and administration of this Agreement or any other Security Document or the enforcement and protection of the rights of the Secured Parties, to the extent the same shall not have been paid or reimbursed by the Company or paid from the proceeds of Collateral as provided herein. The agreements in this Section 8.9 12.5 shall survive repayment of the Secured Obligations Loans, Notes and all other amounts payable hereunder and under the other Secured Debt Documents and the removal or resignation of the Collateral Trusteehereunder.

Payment of Expenses and Taxes; Indemnification. The Company agrees Borrower and each other Loan Party agrees: (a) to pay or reimburse the Collateral Trustee each Agent and each Lender for all its their reasonable fees, and documented out-of-pocket costs costs, fees and expenses incurred in connection with the development, preparation negotiation, preparation, execution, delivery and execution administration of, and any amendment, supplement supplement, or other modification to, and any waiver of any provision of, and any consent under, this Loan Agreement and the other Security Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including without limitation such costs, fees and expenses related to due diligence, appraisal costs, lien searches and filing fees and such costs, fees and expenses in relation to any payoff letter or other termination agreement and associated lien releases, and including the reasonable fees, disbursements and other charges of one primary external counsel to the Collateral TrusteeAgents and the Lenders taken as a whole, including reasonably necessary special counsel and local counsel in each applicable jurisdiction, and external tax professionals, accounting professionals, and other consultants and advisors, in all cases whether or not the Closing Date occurs and whether or not the transactions contemplated hereby are consummated; (b) to pay or reimburse the Collateral Trustee each Agent and the other Credit Agreement Secured Parties each Lender for all of their reasonable costs documented out-of-pocket costs, fees and expenses incurred thereby and by their Affiliates in connection with the enforcement or preservation of any rights under this Loan Agreement, the other Security Loan Documents and any such other documentsdocuments prepared in connection herewith or therewith, in connection with any workout, restructuring or negotiations in respect thereof, in connection with any action to protect, collect, sell, liquidate or dispose of any Collateral, and in connection with any litigation, arbitration or other contest, dispute, suit, or proceeding relating to any of the foregoing, including in each case the fees, disbursements and other charges of one external counsel to the Collateral Trustee Agents and the Lenders taken as a whole (and, if reasonably necessary, (x) one local counsel in each relevant jurisdiction and (y) any special counsel), external tax professionals, accounting professionals, and other Credit Agreement Secured Parties, consultants and advisors of the Agents and the Lenders taken as a whole; (c) to pay, indemnify, and hold harmless the Collateral Trustee, the other Secured Parties each Agent and each Lender 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 taxesOther Taxes, if any, 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 Loan Agreement, the other Security Loan Documents and any such other documents documents; (d) to pay or reimburse each Agent and each Lender for all reasonable fees, costs and expenses incurred in exercising their rights under Section 8.02 and Section 8.16 and to pay and reimburse each Lender for all reasonable fees and expenses incurred in exercising its rights under Section 8.17; and (de) to pay, indemnify and hold harmless the Collateral Trusteeeach Agent, each co-trustee Lender, each other Secured Party, and the other Secured respective Related Parties and their respective directorsof each of them, officers, employees, trustees and agents 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 and disbursements of any kind or nature whatsoever, including reasonable and documented fees, disbursements and other charges of one primary external counsel, with respect to the negotiation, execution, delivery, enforcement, performance and administration of this Loan Agreement, the other Security Loan Documents and any such other documents, including any of the foregoing relating to any Environmental Claim that relates to any Loan Party or any property owned or leased by any Loan Party, the violation of, noncompliance with or liability under, any Environmental Law by any Loan Party or any property owned or leased by any Loan Party or any actual or alleged presence of Hazardous Materials of Environmental Concern applicable to on any property owned or leased by any Loan Party or resulting from any Loan Party in connection with the operations of the Companyany Loan Party, Subsidiary of any of its Subsidiaries Loan Party or any of its property except in each case with respect to the costs and expenses of the type described in the foregoing clauses (a) and (b) their Real Property (all the foregoing in this clause (de), collectively, the “indemnified liabilitiesIndemnified Liabilities”); provided provided, however, that the Grantors Loan Parties shall have no obligation hereunder under this clause (e) to the Collateral Trustee or either Agent, any Lender, any other Secured Party, or any Related Party nor of any of their respective directorsthem, officers, employees and agents with respect to indemnified liabilities for Indemnified Liabilities arising from (iA) the bad faith, gross negligence or willful misconduct of the party to be indemnified (in each case indemnified, as determined by a final final, non-appealable order of a court of competent jurisdiction or (B) any claim resulting from one party to be indemnified against any other party to be indemnified and that does not involve an act or omission of Borrower, any Guarantor or any of their respective Subsidiaries or Affiliates or (C) a material breach of any obligations under any Loan Document by such indemnified party, as determined by a final, non-appealable order of a court of competent jurisdiction). By accepting the benefits of this Agreement, each of the holders of Secured Obligations (other than the Collateral Trustee) severally agrees (i) to pay and reimburse the Collateral Trustee and each co-trustee, on demand, in the amount of its pro rata share from time to time (based on the principal amount of the Secured Obligations of such Secured Party), of any reasonable fees and expenses referred to in this Agreement or any other Security Document securing Obligations owed to such Secured Parties and/or any other fees due to and expenses incurred by the Collateral Trustee and each co-trustee in connection with performance of its duties hereunder, the administration of any Security Document and the enforcement and protection of the rights of the Collateral Trustee and the Secured Parties which shall not have been paid or reimbursed by the Company or paid from the proceeds of Collateral as provided herein and (ii) to indemnify and hold harmless the Collateral Trustee and each co-trustee and their affiliates and each and all of their respective directors, officers, partners, trustees, employees, attorneys and agents, on demand, in the amount of such pro rata share, from and against any and all liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements referred to in this Agreement and/or incurred by the Collateral Trustee and each co-trustee in connection with the execution, delivery, performance, preparation and administration of this Agreement or any other Security Document or the enforcement and protection of the rights of the Secured Parties, to the extent the same shall not have been paid or reimbursed by the Company or paid from the proceeds of Collateral as provided herein. The agreements in this Section 8.9 12.05 shall survive repayment of the Secured Obligations Loans and all other amounts payable hereunder and under the termination of this Loan Agreement. To the fullest extent permitted by Applicable Law, no Loan Party shall assert, and each Loan Party hereby waives, any claim against any Agent, any Lender, any other Secured Party, and the Related Parties of each of them, on any theory of liability, for any general or consequential damages, or direct or indirect damages, in each case of any kind, and in each case whether special, reliance, punitive, compensatory, benefit of the bargain, “cover”, expectancy, exemplary, incidental, “lost profits”, or similar or other damages (including, but not limited to, damages resulting from loss of profits, revenue or business opportunity, business impact or anticipated savings) or multiples of damages, other than direct, foreseeable, actual out-of-pocket damages, arising out of, in connection with, or as a result of, this Loan Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof. No Lender, no Agent, no other Secured Party, and no Related Party of any of them shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Loan Agreement or the other Secured Debt Loan Documents and or the removal transactions contemplated hereby or resignation thereby, in the absence of the Collateral Trusteewillful misconduct or gross negligence of such Person as determined by a final, non-appealable order of a court of competent jurisdiction.

Payment of Expenses and Taxes; Indemnification. The Company Borrower agrees (a) to pay or reimburse each of (i) the Administrative Agent, (ii) the Collateral Trustee Agent and (iii) solely with respect to the amendment and restatement effected on the Closing Date, in an aggregate amount not to exceed $25,000 for all of the Lenders, the Lenders, in each case for all its reasonable fees, out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement Agreement, the Notes and the other Security 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 including, without limitation, the reasonable fees, fees and disbursements and other charges of counsel to the Administrative Agent and the Collateral TrusteeAgent, (b) to pay or reimburse the Administrative Agent, the Collateral Trustee Agent and the other Credit Agreement Secured Parties each Lender for all their reasonable its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the Notes, the other Security Loan Documents and any such other documents, including including, without limitation, the fees, fees and disbursements and other charges of counsel (including allocated costs of internal counsel) to the Administrative Agent, the Collateral Trustee Agent and the other Credit Agreement Secured Partieseach Lender, (c) to pay, indemnify, and indemnify and hold harmless the Collateral TrusteeAdministrative Agent, the other Secured Parties from Collateral Agent and each Lender from, any and all present or future stamp, documentary or excise taxes or similar charges, any and all recording and filing fees fees, and any and all liabilities with respect tothereto, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, that which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or payment under, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the Notes, the other Security Loan Documents and any such other documents documents, and (d) to pay, and indemnify and hold harmless the Administrative Agent, the Collateral Trustee, Agent and each co-trustee and the other Secured Parties and Lender (including each of their respective directorsparents, subsidiaries, officers, directors, employees, trustees agents and agents affiliates) from and against against, any and all other claims, demands, liabilities, obligations, losses, damages, penalties, actions, judgments, suitssuits (regardless of whether such Person is a party thereto), costs, settlements, expenses or disbursements of any whatever kind or nature whatsoeverarising from, including reasonable and documented fees, disbursements and other charges of counsel, in connection with or with respect to (i) the execution, delivery, enforcement, performance and administration of this Agreement, the Notes, the other Security Documents and Loan Documents, or any such other documents, including any (ii) the proposed or actual use of the foregoing relating to proceeds of the violation of, noncompliance with Loans or liability under, (iii) any Environmental Law other Transaction or any actual transaction or alleged presence of Materials of Environmental Concern applicable to the operations of the Company, any of its Subsidiaries document related thereto or any of its property except in each case with respect to the costs and expenses of the type described in the foregoing clauses (a) and (b) connection therewith (all the foregoing in this clause (d), collectively, the “indemnified liabilities”); provided that the Grantors Borrower shall not have no any obligation hereunder to the Collateral Trustee or any other Secured Party nor any of their respective directors, officers, employees and agents Lender with respect to indemnified liabilities arising from (i) the bad faith, gross negligence or willful misconduct of the party to be indemnified (in each case as determined by a final non-appealable order by a court of competent jurisdiction). By accepting the benefits of this AgreementAdministrative Agent, each of the holders of Secured Obligations (other than the Collateral Trustee) severally agrees (i) to pay and reimburse the Collateral Trustee and each co-trustee, on demand, in the amount of its pro rata share from time to time (based on the principal amount of the Secured Obligations of Agent or such Secured Party), of any reasonable fees and expenses referred to in this Agreement or any other Security Document securing Obligations owed to such Secured Parties and/or any other fees due to and expenses incurred by the Collateral Trustee and each co-trustee in connection with performance of its duties hereunder, the administration of any Security Document and the enforcement and protection of the rights of the Collateral Trustee and the Secured Parties which shall not have been paid or reimbursed by the Company or paid from the proceeds of Collateral as provided herein and (ii) to indemnify and hold harmless the Collateral Trustee and each co-trustee and their affiliates and each and all of their respective directors, officers, partners, trustees, employees, attorneys and agents, on demand, in the amount of such pro rata share, from and against any and all liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements referred to in this Agreement and/or incurred by the Collateral Trustee and each co-trustee in connection with the execution, delivery, performance, preparation and administration of this Agreement or any other Security Document or the enforcement and protection of the rights of the Secured Parties, to the extent the same shall not have been paid or reimbursed by the Company or paid from the proceeds of Collateral as provided hereinLender. The agreements in this Section 8.9 9.5 shall survive repayment of the Secured Obligations and all other amounts payable hereunder and under the other Secured Debt Documents and the removal or resignation of the Collateral Trusteehereunder.

Payment of Expenses and Taxes; Indemnification. The Company agrees Borrower and each other Loan Party agrees: (a) to pay or reimburse the Collateral Trustee each Agent and each Lender for all its their reasonable fees, and documented out-of-pocket costs costs, fees and expenses incurred in connection with the development, preparation negotiation, preparation, execution, delivery and execution administration of, and any amendment, supplement supplement, or other modification to, and any waiver of any provision of, and any consent under, this Loan Agreement and the other Security Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including without limitation such costs, fees and expenses related to due diligence, appraisal costs, lien searches and filing fees and such costs, fees and expenses in relation to any payoff letter or other termination agreement and associated lien releases, and including the reasonable fees, disbursements and other charges of one primary external counsel to the Collateral TrusteeAgents and the Lenders taken as a whole, including reasonably necessary special counsel and local counsel in each applicable jurisdiction, and external tax professionals, accounting professionals, and other consultants and advisors, in all cases whether or not the Closing Date occurs and whether or not the transactions contemplated hereby are consummated; (b) to pay or reimburse the Collateral Trustee each Agent and the other Credit Agreement Secured Parties each Lender for all of their reasonable costs documented out-of-pocket costs, fees and expenses incurred thereby and by their Affiliates in connection with the enforcement or preservation of any rights under this Loan Agreement, the other Security Loan Documents and any such other documentsdocuments prepared in connection herewith or therewith, in connection with any workout, restructuring or negotiations in respect thereof, in connection with any action to protect, collect, sell, liquidate or dispose of any Collateral, and in connection with any litigation, arbitration or other contest, dispute, suit, or proceeding relating to any of the foregoing, including in each case the fees, disbursements and other charges of one external counsel to the Collateral Trustee Agents and the Lenders taken as a whole (and, if reasonably necessary, (x) one local counsel in each relevant jurisdiction and (y) any special counsel), external tax professionals, accounting professionals, and other Credit Agreement Secured Parties, consultants and advisors of the Agents and the Lenders taken as a whole; (c) to pay, indemnify, and hold harmless the Collateral Trustee, the other Secured Parties each Agent and each Lender 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 taxesOther Taxes, if any, 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 Loan Agreement, the other Security Loan Documents and any such other documents documents; (d) to pay or reimburse each Agent and each Lender for all reasonable fees, costs and expenses incurred in exercising their rights under Section 8.02 and Section 8.16 and to pay and reimburse each Lender for all reasonable fees and expenses incurred in exercising its rights under Section 8.17; and (de) to pay, indemnify and hold harmless the Collateral Trusteeeach Agent, each co-trustee Lender, each other Secured Party, and the other Secured respective Related Parties and their respective directorsof each of them, officers, employees, trustees and agents 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 and disbursements of any kind or nature whatsoever, including reasonable and documented fees, disbursements and other charges of one primary external counsel, with respect to the negotiation, execution, delivery, enforcement, performance and administration of this Loan Agreement, the other Security Loan Documents and any such other documents, including any of the foregoing relating to any Environmental Claim that relates to any Loan Party or any property owned or leased by any Loan Party, the violation of, noncompliance with or liability under, any Environmental Law by any Loan Party or any property owned or leased by any Loan Party or any actual or alleged presence of Hazardous Materials of Environmental Concern applicable to on any property owned or leased by any Loan Party or resulting from any Loan Party in connection with the operations of the Companyany Loan Party, Subsidiary of any of its Subsidiaries Loan Party or any of its property except in each case with respect to the costs and expenses of the type described in the foregoing clauses (a) and (b) their Real Property (all the foregoing in this clause (de), collectively, the “indemnified liabilitiesIndemnified Liabilities”“); provided provided, however, that the Grantors Loan Parties shall have no obligation hereunder under this clause (e) to the Collateral Trustee or either Agent, any Lender, any other Secured Party, or any Related Party nor of any of their respective directorsthem, officers, employees and agents with respect to indemnified liabilities for Indemnified Liabilities arising from (iA) the bad faith, gross negligence or willful misconduct of the party to be indemnified (in each case indemnified, as determined by a final final, non-appealable order of a court of competent jurisdiction or (B) any claim resulting from one party to be indemnified against any other party to be indemnified and that does not involve an act or omission of Borrower, any Guarantor or any of their respective Subsidiaries or Affiliates or (C) a material breach of any obligations under any Loan Document by such indemnified party, as determined by a final, non-appealable order of a court of competent jurisdiction). By accepting the benefits of this Agreement, each of the holders of Secured Obligations (other than the Collateral Trustee) severally agrees (i) to pay and reimburse the Collateral Trustee and each co-trustee, on demand, in the amount of its pro rata share from time to time (based on the principal amount of the Secured Obligations of such Secured Party), of any reasonable fees and expenses referred to in this Agreement or any other Security Document securing Obligations owed to such Secured Parties and/or any other fees due to and expenses incurred by the Collateral Trustee and each co-trustee in connection with performance of its duties hereunder, the administration of any Security Document and the enforcement and protection of the rights of the Collateral Trustee and the Secured Parties which shall not have been paid or reimbursed by the Company or paid from the proceeds of Collateral as provided herein and (ii) to indemnify and hold harmless the Collateral Trustee and each co-trustee and their affiliates and each and all of their respective directors, officers, partners, trustees, employees, attorneys and agents, on demand, in the amount of such pro rata share, from and against any and all liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements referred to in this Agreement and/or incurred by the Collateral Trustee and each co-trustee in connection with the execution, delivery, performance, preparation and administration of this Agreement or any other Security Document or the enforcement and protection of the rights of the Secured Parties, to the extent the same shall not have been paid or reimbursed by the Company or paid from the proceeds of Collateral as provided herein. The agreements in this Section 8.9 12.05 shall survive repayment of the Secured Obligations Loans and all other amounts payable hereunder and under the termination of this Loan Agreement. To the fullest extent permitted by Applicable Law, no Loan Party shall assert, and each Loan Party hereby waives, any claim against any Agent, any Lender, any other Secured Party, and the Related Parties of each of them, on any theory of liability, for any general or consequential damages, or direct or indirect damages, in each case of any kind, and in each case whether special, reliance, punitive, compensatory, benefit of the bargain, “cover”, expectancy, exemplary, incidental, “lost profits”, or similar or other damages (including, but not limited to, damages resulting from loss of profits, revenue or business opportunity, business impact or anticipated savings) or multiples of damages, other than direct, foreseeable, actual out-of-pocket damages, arising out of, in connection with, or as a result of, this Loan Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof. No Lender, no Agent, no other Secured Party, and no Related Party of any of them shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Loan Agreement or the other Secured Debt Loan Documents and or the removal transactions contemplated hereby or resignation thereby, in the absence of the Collateral Trusteewillful misconduct or gross negligence of such Person as determined by a final, non-appealable order of a court of competent jurisdiction.

Payment of Expenses and Taxes; Indemnification. The Company Borrower agrees (a) to pay or reimburse the Collateral Trustee Administrative Agent for all its reasonable fees, out-of-pocket costs and expenses incurred in connection with the development, preparation preparation, negotiation, printing and execution of, and any amendment, supplement or modification to, this Credit Agreement and the other Security 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 together with the reasonable fees, fees and disbursements and other charges of counsel to the Collateral TrusteeAdministrative Agent, (b) to pay or reimburse the Collateral Trustee each Lender and the other Credit Agreement Secured Parties Administrative Agent for all their reasonable its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Credit Agreement, the other Security Documents Notes and any such other documents, including including, without limitation, the fees, reasonable fees and disbursements and other charges of counsel to the Collateral Trustee Administrative Agent and to the other Credit Agreement Secured PartiesLenders (including reasonable allocated costs of in-house legal counsel), (c) on demand, to pay, indemnify, and hold harmless the Collateral Trusteeeach Lender, the other Secured Parties from Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, paying stamp, excise and other similar taxes, if any, that 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 Security Credit Documents and any such other documents documents, and (d) to pay, indemnify indemnify, and hold harmless the Collateral Trustee, each co-trustee Lender and the other Secured Parties Administrative Agent and their respective directors, officers, employees, trustees and agents Affiliates harmless from and against 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, whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Security Credit Documents and any such other documentsdocuments and the use, including any or proposed use, of proceeds of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law or any actual or alleged presence of Materials of Environmental Concern applicable to the operations Loans (all of the Company, any of its Subsidiaries or any of its property except in each case with respect to the costs and expenses of the type described in the foregoing clauses (a) and (b) (all the foregoing in this clause (d)foregoing, collectively, the “indemnified liabilities”); provided provided, however, that the Grantors Borrower shall not have no any obligation hereunder to the Collateral Trustee Administrative Agent or any other Secured Party nor any of their respective directors, officers, employees and agents Lender with respect to indemnified liabilities arising from (i) the bad faith, gross negligence or willful misconduct of the party to be indemnified (in each case Administrative Agent or such Lender, as determined by a final non-appealable order by a court of competent jurisdiction). By accepting the benefits of this Agreement, each of the holders of Secured Obligations (other than the Collateral Trustee) severally agrees (i) to pay and reimburse the Collateral Trustee and each co-trustee, on demand, in the amount of its pro rata share from time to time (based on the principal amount of the Secured Obligations of such Secured Party), of any reasonable fees and expenses referred to in this Agreement or any other Security Document securing Obligations owed to such Secured Parties and/or any other fees due to and expenses incurred by the Collateral Trustee and each co-trustee in connection with performance of its duties hereunder, the administration of any Security Document and the enforcement and protection of the rights of the Collateral Trustee and the Secured Parties which shall not have been paid or reimbursed by the Company or paid from the proceeds of Collateral as provided herein and (ii) to indemnify and hold harmless the Collateral Trustee and each co-trustee and their affiliates and each and all of their respective directors, officers, partners, trustees, employees, attorneys and agents, on demand, in the amount of such pro rata share, from and against any and all liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements referred to in this Agreement and/or incurred by the Collateral Trustee and each co-trustee in connection with the execution, delivery, performance, preparation and administration of this Agreement or any other Security Document or the enforcement and protection of the rights of the Secured Parties, to the extent the same shall not have been paid or reimbursed by the Company or paid from the proceeds of Collateral as provided herein. The agreements in this Section 8.9 9.5 shall survive repayment of the Secured Obligations Loans, Notes and all other amounts payable hereunder and under the other Secured Debt Documents and the removal or resignation of the Collateral Trusteehereunder.

Payment of Expenses and Taxes; Indemnification. The Company Borrower agrees (a) to pay or reimburse the Collateral Trustee Agent for all its reasonable fees, out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement Agreement, the Notes and the other Security 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 including, without limitation, the reasonable fees, fees and disbursements and other charges of counsel to the Collateral TrusteeAgent, (b) to pay or reimburse the Collateral Trustee Agent and the other Credit Agreement Secured Parties each Lender for all their reasonable its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the Notes, the other Security Loan Documents and any such other documents, including including, without limitation, the fees, fees and disbursements and other charges of counsel to the Collateral Trustee Agent and the other Credit Agreement Secured Partieseach Lender, and (c) to pay, indemnify, and indemnify and hold harmless the Collateral TrusteeAgent and each Lender from, the other Secured Parties from any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, that 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 Notes, the other Security Loan Documents and any such other documents documents, and (d) to pay, and indemnify and hold harmless the Collateral Trustee, Agent and each co-trustee and the other Secured Parties and Lender (including each of their respective directorsparents, subsidiaries, officers, directors, employees, trustees agent and agents affiliates) from and against against, any and all other claims, demands, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, settlements, expenses or disbursements of any whatever kind or nature whatsoeverarising from, including reasonable and documented fees, disbursements and other charges of counsel, in connection with or with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the Notes, the other Security Documents and Loan Documents, or any such other documents, including any documents or the use of the foregoing relating to proceeds of the violation of, noncompliance with or liability under, any Environmental Law Loans or any actual or alleged presence of Materials of Environmental Concern applicable to the operations of the Company, any of its Subsidiaries or any of its property except in each case with respect to the costs and expenses of the type described in the foregoing clauses (a) and (b) other purpose (all the foregoing in this clause (d), collectively, the “'indemnified liabilities”'); provided that the Grantors Borrower shall not have no any obligation hereunder to the Collateral Trustee or any other Secured Party nor any of their respective directors, officers, employees and agents Lenders with respect to indemnified liabilities arising from (i) the bad faith, gross negligence or willful misconduct of the party to be indemnified (in each case as determined by a final non-appealable order by a court of competent jurisdiction). By accepting the benefits of this Agreement, each of the holders of Secured Obligations (other than the Collateral Trustee) severally agrees (i) to pay and reimburse the Collateral Trustee and each co-trustee, on demand, in the amount of its pro rata share from time to time (based on the principal amount of the Secured Obligations of Agent or such Secured Party), of any reasonable fees and expenses referred to in this Agreement or any other Security Document securing Obligations owed to such Secured Parties and/or any other fees due to and expenses incurred by the Collateral Trustee and each co-trustee in connection with performance of its duties hereunder, the administration of any Security Document and the enforcement and protection of the rights of the Collateral Trustee and the Secured Parties which shall not have been paid or reimbursed by the Company or paid from the proceeds of Collateral as provided herein and (ii) to indemnify and hold harmless the Collateral Trustee and each co-trustee and their affiliates and each and all of their respective directors, officers, partners, trustees, employees, attorneys and agents, on demand, in the amount of such pro rata share, from and against any and all liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements referred to in this Agreement and/or incurred by the Collateral Trustee and each co-trustee in connection with the execution, delivery, performance, preparation and administration of this Agreement or any other Security Document or the enforcement and protection of the rights of the Secured Parties, to the extent the same shall not have been paid or reimbursed by the Company or paid from the proceeds of Collateral as provided hereinLender. The agreements in this Section 8.9 9.5 shall survive repayment of the Secured Obligations and all other amounts payable hereunder and under the other Secured Debt Documents and the removal or resignation of the Collateral Trusteehereunder.

Payment of Expenses and Taxes; Indemnification. The Company Borrower agrees (a) to pay or reimburse the Collateral Trustee Administrative Agent and WCM for all its reasonable fees, out-of-pocket costs and expenses incurred in connection with the development, preparation preparation, negotiation, printing and execution of, and any amendment, supplement or modification to, this Credit Agreement and the other Security 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 together with the reasonable fees, fees and disbursements and other charges of counsel to the Collateral TrusteeAdministrative Agent, (b) to pay or reimburse the Collateral Trustee each Lender and the other Credit Agreement Secured Parties Administrative Agent for all their reasonable its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Credit Agreement, the other Security Documents Notes and any such other documentsCredit Document, including including, without limitation, the fees, reasonable fees and disbursements and other charges of counsel to the Collateral Trustee Administrative Agent and to the other Credit Agreement Secured PartiesLenders (including reasonable allocated costs of in-house legal counsel of Administrative Agent), (c) on demand, to pay, indemnify, and hold harmless the Collateral Trusteeeach Lender, the other Secured Parties from Administrative Agent and WCM harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, paying stamp, excise and other similar taxes, if any, that 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 Security Credit Documents and any such other documents and documents, (d) to paydefend, indemnify and hold harmless the Collateral Trustee, each co-trustee Administrative Agent and the other Secured Parties Lenders, and their respective Affiliates and their respective employees, agents, officers and directors, officersfrom and against any and all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature known or unknown, contingent or otherwise, arising out of, or in any way relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Credit Parties, any Investment Loan Subsidiary or the Properties, or any orders, requirements or demands of Governmental Authorities related thereto, including, without limitation, reasonable attorney’s and consultant’s fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor, and (e) to pay, indemnify, and hold each Lender, the Administrative Agent and WCM and their Affiliates, employees, trustees officers and agents directors harmless from and against 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, whatsoever with respect to the executionuse, deliveryor proposed use, enforcementof proceeds of the Loans or Letters of Credit, performance (f) to pay, indemnify, and administration of this Agreementhold each Lender, the other Security Documents Administrative Agent 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 Materials of Environmental Concern applicable to the operations of the Company, any of its Subsidiaries or any of its property except in each case with respect to the costs and expenses of the type described in the foregoing clauses (a) and (b) (all the foregoing in this clause (d), collectively, the “indemnified liabilities”); provided that the Grantors shall have no obligation hereunder to the Collateral Trustee or any other Secured Party nor any of their respective directors, officers, employees and agents with respect to indemnified liabilities arising from (i) the bad faith, gross negligence or willful misconduct of the party to be indemnified (in each case as determined by a final non-appealable order by a court of competent jurisdiction). By accepting the benefits of this Agreement, each of the holders of Secured Obligations (other than the Collateral Trustee) severally agrees (i) to pay and reimburse the Collateral Trustee and each co-trustee, on demand, in the amount of its pro rata share from time to time (based on the principal amount of the Secured Obligations of such Secured Party), of any reasonable fees and expenses referred to in this Agreement or any other Security Document securing Obligations owed to such Secured Parties and/or any other fees due to and expenses incurred by the Collateral Trustee and each co-trustee in connection with performance of its duties hereunder, the administration of any Security Document and the enforcement and protection of the rights of the Collateral Trustee and the Secured Parties which shall not have been paid or reimbursed by the Company or paid from the proceeds of Collateral as provided herein and (ii) to indemnify and hold harmless the Collateral Trustee and each co-trustee WCM and their affiliates and each and all of their respective directors, officers, partners, trusteesAffiliates, employees, attorneys officers and agents, on demand, in the amount of such pro rata share, directors harmless from and against against, any and all other liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements referred of any kind or nature whatsoever to in this Agreement and/or incurred by the Collateral Trustee and each co-trustee in connection extent arising from third party claims with respect to the execution, delivery, performanceenforcement, preparation performance and administration of this Agreement the Credit Documents and any such other 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 other Security Document kind or the enforcement and protection of the rights of the Secured Parties, nature whatsoever to the extent arising from or related to any Investment Loan Subsidiary (all of the same foregoing, collectively, the “indemnified liabilities”); provided, however, that the Borrower shall not have been paid any obligation hereunder to the Administrative Agent, WCM or reimbursed by the Company or paid any Lender with respect to indemnified liabilities arising from the proceeds gross negligence or willful misconduct of Collateral the Administrative Agent, WCM or such Lender, as provided hereindetermined by a court of competent jurisdiction. The agreements in this Section 8.9 9.5 shall survive repayment of the Secured Loans, Notes, LOC Obligations and all other amounts payable hereunder and under the other Secured Debt Documents and the removal or resignation of the Collateral Trusteehereunder.

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

Payment of Expenses and Taxes; Indemnification. The Grantors shall pay such compensation to the Collateral Agent as the Company agrees and Collateral Agent may agree in writing from time to time. Notwithstanding that the Collateral Agent is appointed by and acting for and at the direction of the Secured Parties, the Grantors jointly and severally agree (a) to pay or reimburse the Collateral Trustee Agent for all its documented fees and reasonable fees, out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Security Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees, fees and disbursements of external counsel and other charges of counsel agents appointed pursuant to Section 5.2 to the Collateral TrusteeAgent, any amounts due and owing pursuant to any Mortgage, and the preservation of the Liens or any rights of the Collateral Agent (b) after the occurrence of a Triggering Event, to pay or reimburse the Collateral Trustee and the other Credit Agreement Secured Parties Agent for all their reasonable of its costs and expenses incurred in connection with the enforcement or preservation of any its rights under this Agreement, the other Security Documents and any such other documents, including the fees, fees and disbursements and other charges of counsel to the Collateral Trustee and the other Credit Agreement Secured PartiesAgent, (c) to pay, indemnify, defend and hold harmless the Collateral Trustee, the other Secured Parties Agent from any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, 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, of or any waiver or consent under or in respect of, this Agreement, the other Security Documents and any such other documents documents, and (d) to pay, indemnify indemnify, defend and hold harmless the Collateral Trustee, each co-trustee Agent and the other Secured Parties and their respective its directors, officers, employees, trustees trustees, representatives 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 counselcounsel and agents appointed pursuant to Section 5.2, with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Security 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 Materials of Environmental Concern applicable to the operations of the Company, any of its Subsidiaries or any of its property except in each case with respect to the costs and expenses of the type described in the foregoing clauses (a) and (b) environmental laws (all the foregoing in this clause (d), collectively, the “indemnified liabilities”); provided that the Grantors shall have no obligation hereunder to the Collateral Trustee or any other Secured Party Agent nor any of their respective its directors, officers, employees employees, trustees, representatives and agents with respect to indemnified liabilities arising from (i) the bad faith, gross negligence or willful misconduct of the party to be indemnified (in each case as determined by a final non-appealable order by a court of competent jurisdiction). By accepting the benefits of this Agreement, each of the holders of Secured Obligations (other than the Collateral Trustee) severally agrees (i) to pay and reimburse the Collateral Trustee and each co-trustee, on demand, in the amount of its pro rata share from time to time (based on the principal amount of the Secured Obligations of such Secured Party), of any reasonable fees and expenses referred to in this Agreement or any other Security Document securing Obligations owed to such Secured Parties and/or any other fees due to and expenses incurred by the Collateral Trustee and each co-trustee in connection with performance of its duties hereunder, the administration of any Security Document and the enforcement and protection of the rights of the Collateral Trustee and the Secured Parties which shall not have been paid or reimbursed by the Company or paid from the proceeds of Collateral as provided herein and (ii) to indemnify and hold harmless the Collateral Trustee and each co-trustee and their affiliates and each and all of their respective directors, officers, partners, trustees, employees, attorneys and agents, on demand, in the amount of such pro rata share, from and against any and all liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements referred to in this Agreement and/or incurred by the Collateral Trustee and each co-trustee in connection with the execution, delivery, performance, preparation and administration of this Agreement or any other Security Document or the enforcement and protection of the rights of the Secured Parties, to the extent the same shall not have been paid or reimbursed by the Company or paid from the proceeds of Collateral as provided herein. The agreements in this Section 8.9 7.7 shall survive repayment of the Secured Obligations and all other amounts payable hereunder and under the other Secured Second Lien Debt Documents and the termination of this Agreement or the removal or resignation of the Collateral TrusteeAgent.

Payment of Expenses and Taxes; Indemnification. The Company agrees Each Obligor jointly and severally agrees, subject to the $1,000,000 aggregate expense cap set forth in Section 10.04 of the First Lien Agreement and the other terms and provisions thereof, (a) to pay or reimburse the Collateral Trustee Agent and each Approved Hedge Counterparty for all its reasonable fees, of their respective out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Security Transaction Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees, fees and disbursements and other charges of counsel to Collateral Agent and an Approved Hedge Counterparty and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to Borrowers prior to the Effective Date (in the case of amounts to be paid on the Effective Date) and from time to time thereafter on a quarterly basis or such other periodic basis as Collateral TrusteeAgent or such Approved Hedge Counterparty shall deem appropriate, (b) to pay or reimburse the each Secured Party and Collateral Trustee and the other Credit Agreement Secured Parties Agent for all of their reasonable respective costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Security Transaction Documents and any such other documents, including the fees, fees and disbursements of counsel (and other charges of counsel agents and professionals), to the each Secured Party and to Collateral Trustee and the other Credit Agreement Secured PartiesAgent, (c) to pay, indemnify, and hold each Secured Party and Collateral Agent harmless the Collateral Trusteefrom and against, the other Secured Parties from any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, 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 Security Transaction Documents and any such other documents documents, and (d) to pay, indemnify indemnify, and hold harmless the each Secured Party and Collateral Trustee, each co-trustee and the other Secured Parties Agent and their respective officers, directors, officers, employees, trustees Affiliates, agents and agents 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, including reasonable and documented fees, disbursements and other charges of counsel, whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Security Transaction Documents and any such other documents, including any of the foregoing relating to the use of proceeds of the notes or the violation of, noncompliance with or liability under, any Environmental Law or any actual or alleged presence of Materials of Environmental Concern environmental law applicable to the operations of the Companyany Obligor, any of its Subsidiaries subsidiaries or any of its property except in each case with respect to the costs Collateral and the reasonable fees and expenses of the type described legal counsel in the foregoing clauses (a) and (b) connection with claims, actions or proceedings by any Indemnitee against any Obligor under any Transaction Document (all the foregoing in this clause Clause (d), collectively, collectively the “indemnified liabilitiesIndemnified Liabilities”); provided provided, that the Grantors no Obligor shall have no any obligation hereunder to the Collateral Trustee or any other Secured Party nor any of their respective directors, officers, employees and agents Indemnitee with respect to indemnified liabilities arising Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from (i) the bad faith, gross negligence or willful misconduct of such Indemnitee. Without limiting the party foregoing, and to be indemnified (in each case as determined the extent permitted by a final non-appealable order by a court of competent jurisdiction). By accepting the benefits of this Agreementapplicable law, each Obligor agrees not to assert and to cause its subsidiaries not to assert, and hereby waives and agrees to cause its subsidiaries to so waive, all rights for contribution or any other rights of the holders of Secured Obligations (other than the Collateral Trustee) severally agrees (i) recovery with respect to pay and reimburse the Collateral Trustee and each co-trusteeall claims, on demanddemands, in the amount of its pro rata share from time to time (based on the principal amount of the Secured Obligations of such Secured Party)penalties, of any reasonable fees fines, liabilities, settlements, damages, costs and expenses referred of whatever kind or nature, under or related to in environmental laws, that any of them might have by statute or otherwise against any Indemnitee. Without limiting any provision of this Agreement or of any other Security Document securing Obligations owed to such Secured Parties and/or any other fees due to and expenses incurred by Transaction Document, it is the Collateral Trustee and each co-trustee in connection with performance of its duties hereunder, the administration of any Security Document and the enforcement and protection express intention of the rights of the Collateral Trustee and the Secured Parties which parties hereto that each Indemnitee shall not have been paid or reimbursed by the Company or paid from the proceeds of Collateral as provided herein and (ii) to indemnify and hold harmless the Collateral Trustee and each co-trustee and their affiliates and each and all of their respective directors, officers, partners, trustees, employees, attorneys and agents, on demand, in the amount of such pro rata share, be indemnified from and held harmless against any and all liabilitiesIndemnified Liabilities arising out of or resulting from the sole or contributory negligence of such Indemnitee. All amounts due under this Section 9.09 shall be payable promptly and in any event, taxesnot later than 10 days after written demand therefor. Statements payable by Obligors pursuant to this Section 9.09 shall be submitted to Borrowers at the address of Borrowers set forth in Section 9.12, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements referred to in this Agreement and/or incurred such other Person or address as may be hereafter designated by the Obligors in a written notice to Collateral Trustee and each co-trustee in connection with the execution, delivery, performance, preparation and administration of this Agreement or any other Security Document or the enforcement and protection of the rights of the Secured Parties, to the extent the same shall not have been paid or reimbursed by the Company or paid from the proceeds of Collateral as provided hereinAgent. The agreements Agreements in this Section 8.9 9.09 shall survive repayment of the Secured Obligations First Lien Obligations, the Approved Hedge Counterparty Swap Contracts and all other amounts payable hereunder and under the other Secured Debt Documents and the removal or resignation of the Collateral Trusteehereunder.

Payment of Expenses and Taxes; Indemnification. The Company Borrower agrees (a) to pay or reimburse the Arranger, the Administrative Agent and the Collateral Trustee Agent for all its reasonable fees, out-of-pocket costs and expenses incurred in connection with the arrangement and syndication of the credit facilities provided for herein, any due diligence related hereto (including without limitation any evaluation of collateral), the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement Agreement, the Notes and the other Security 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 including, without limitation, the reasonable fees, fees and disbursements and other charges of external counsel to the Arranger, the Administrative Agent and the Collateral TrusteeAgent, (b) to pay or reimburse the Administrative Agent, the Collateral Trustee Agent and the other Credit Agreement Secured Parties each Lender for all their reasonable its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the Notes, the other Security Loan Documents and any such other documents, including including, without limitation, the fees, reasonable fees and disbursements and other charges of counsel (including allocated costs of internal counsel) to the Administrative Agent, the Collateral Trustee Agent and the other Credit Agreement Secured Partieseach Lender, (cd) to pay, indemnify, and indemnify and hold harmless the Collateral TrusteeAdministrative Agent, the other Secured Parties from Collateral Agent, each Lender from, any and all present or future stamp, documentary or excise taxes or similar charges, any and all recording and filing fees fees, and any and all liabilities with respect tothereto, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, that which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or payment under, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the Notes, the other Security Loan Documents and any such other documents documents, and (de) to pay, and indemnify and hold harmless the Administrative Agent, the Collateral TrusteeAgent, each co-trustee and the other Secured Parties and Lender (including each of their respective directorsparents, subsidiaries, officers, directors, employees, agents, trustees and agents attorneys-in-fact) (each such Person being called an "INDEMNITEE") from and against against, any and all other claims, demands, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, settlements, expenses or disbursements of any whatever kind or nature whatsoeverarising from, including reasonable and documented fees, disbursements and other charges of counsel, in connection with or with respect to (i) the execution, delivery, enforcement, performance and administration execution or delivery of this Agreementany Loan Document or any agreement or instrument contemplated hereby, the other Security performance by the parties to the Loan Documents and any such other documents, including any of their respective obligations thereunder or the consummation of the foregoing relating to Transactions or any other transactions contemplated thereby, (ii) any Loan or the violation ofuse of the proceeds therefrom, noncompliance with or liability under, any Environmental Law or (iii) any actual or alleged presence or release of Materials of Environmental Concern applicable to on or from any property owned or operated by the operations of the Company, any of its Subsidiaries Borrower or any of its property except Subsidiaries, or 60 any Environmental Liability related in each case with respect any way to the costs and expenses Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the type described in the foregoing clauses (a) foregoing, whether based on contract, tort or any other theory and (b) regardless of whether any Indemnitee is a party thereto (all the foregoing in this clause (de), collectively, the “indemnified liabilities”"INDEMNIFIED LIABILITIES"); provided PROVIDED that the Grantors such indemnity shall have no obligation hereunder not, as to any Indemnitee, be available to the Collateral Trustee or any other Secured Party nor any of their respective directors, officers, employees and agents with respect to extent that such indemnified liabilities arising from (i) the bad faith, gross negligence or willful misconduct of the party to be indemnified (in each case as are determined by a final non-appealable order by a court of competent jurisdictionjurisdiction by final and nonappealable judgment to have resulted from the gross negligence, willful misconduct or bad faith of such Indemnitee (or such Indemnitee's parent, subsidiaries, officers, directors, employees, agents, trustees or attorneys-in-fact). By accepting To the benefits extent permitted by applicable law, each party hereto agrees not to assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, each any other Loan Document or any agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or the use of the holders of Secured Obligations (other than the Collateral Trustee) severally agrees (i) to pay and reimburse the Collateral Trustee and each co-trustee, on demand, in the amount of its pro rata share from time to time (based on the principal amount of the Secured Obligations of such Secured Party), of any reasonable fees and expenses referred to in this Agreement or any other Security Document securing Obligations owed to such Secured Parties and/or any other fees due to and expenses incurred by the Collateral Trustee and each co-trustee in connection with performance of its duties hereunder, the administration of any Security Document and the enforcement and protection of the rights of the Collateral Trustee and the Secured Parties which shall not have been paid or reimbursed by the Company or paid from the proceeds of Collateral as provided herein and (ii) to indemnify and hold harmless the Collateral Trustee and each co-trustee and their affiliates and each and all of their respective directors, officers, partners, trustees, employees, attorneys and agents, on demand, in the amount of such pro rata share, from and against any and all liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements referred to in this Agreement and/or incurred by the Collateral Trustee and each co-trustee in connection with the execution, delivery, performance, preparation and administration of this Agreement or any other Security Document or the enforcement and protection of the rights of the Secured Parties, to the extent the same shall not have been paid or reimbursed by the Company or paid from the proceeds of Collateral as provided hereinthereof. The agreements in this Section 8.9 SECTION 9.5 supercede the reimbursement and indemnification provisions in the Commitment Letter, and shall survive repayment of the Secured Obligations and all other amounts payable hereunder and under the other Secured Debt Documents and the removal or resignation of the Collateral Trusteehereunder.

Payment of Expenses and Taxes; Indemnification. The Company agrees Borrower and each other Loan Party agrees: (a) to pay or reimburse the Collateral Trustee Agents for all its their reasonable fees, and documented out-of-pocket costs and expenses incurred in connection with the development, negotiation, preparation and execution ofof (whether or not consummated), and any amendment, supplement supplement, or modification to, and any waiver of any provision of, and any consent under, this Agreement and the other Security 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 fees, disbursements and other charges of external counsel to the Collateral TrusteeAgents, whether or not the Closing Date occurs; (b) to pay or reimburse the Collateral Trustee Agents and the other Credit Agreement Secured Parties each Lender 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 Security Loan Documents and any such other documents, including the reasonable fees, disbursements and other charges of internal and external counsel to the Collateral Trustee agents and the other Credit Agreement Secured Parties, internal and external counsel to each Lender; (c) to pay, indemnify, and hold harmless the Collateral Trustee, the other Secured Parties Agents and each Lender 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 taxesOther Taxes, if any, 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 Security Loan Documents and any such other documents documents; (d) to pay or reimburse the Agents and the Lenders for all reasonable fees, costs and expenses incurred in exercising their rights under Section 7.02 and Section 7.14 and to pay and reimburse Prospect for all reasonable fees and expenses incurred in exercising its rights under Section 7.14; and (de) to pay, indemnify and hold harmless the Collateral TrusteeAgents, each co-trustee Lender, each other Secured Party, and the other Secured respective Related Parties and their respective directorsof each of them, officers, employees, trustees and agents from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, and reasonable and documented costs, expenses or and disbursements of any kind or nature whatsoever, including reasonable and documented fees, disbursements and other charges of internal and external counsel, with respect to the negotiation, execution, delivery, enforcement, performance and administration of this Agreement, the other Security Loan 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 of Environmental Concern applicable to the operations of the Companyeach Loan Party, any of its Subsidiaries or any of its property except in each case with respect to the costs and expenses of the type described in the foregoing clauses (a) and (b) their Real Property (all the foregoing in this clause (de), collectively, the “indemnified liabilitiesIndemnified Liabilities”); provided provided, however, that the Grantors Loan Parties shall have no obligation hereunder to the Collateral Trustee or Agents, any Lender, any other Secured Party nor Party, or any Related Parties of any of their respective directorsthem, officers, employees and agents with respect to indemnified liabilities for Indemnified Liabilities arising from (i) the bad faith, gross negligence or willful misconduct of the party to be indemnified (in each case indemnified, as determined by a final final, non-appealable order by of a court of competent jurisdiction). By accepting the benefits of this Agreement, each of the holders of Secured Obligations (other than the Collateral Trustee) severally agrees (i) to pay and reimburse the Collateral Trustee and each co-trustee, on demand, in the amount of its pro rata share from time to time (based on the principal amount of the Secured Obligations of such Secured Party), of any reasonable fees and expenses referred to in this Agreement or any other Security Document securing Obligations owed to such Secured Parties and/or any other fees due to and expenses incurred by the Collateral Trustee and each co-trustee in connection with performance of its duties hereunder, the administration of any Security Document and the enforcement and protection of the rights of the Collateral Trustee and the Secured Parties which shall not have been paid or reimbursed by the Company or paid from the proceeds of Collateral as provided herein and (ii) to indemnify and hold harmless the Collateral Trustee and each co-trustee and their affiliates and each and all of their respective directors, officers, partners, trustees, employees, attorneys and agents, on demand, in the amount of such pro rata share, from and against any and all liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements referred to in this Agreement and/or incurred by the Collateral Trustee and each co-trustee in connection with the execution, delivery, performance, preparation and administration of this Agreement or any other Security Document or the enforcement and protection of the rights of the Secured Parties, to the extent the same shall not have been paid or reimbursed by the Company or paid from the proceeds of Collateral as provided herein. The agreements in this Section 8.9 11.05 shall survive repayment of the Secured Obligations Term Loans and all other amounts payable hereunder and under the termination of this Agreement. To the fullest extent permitted by Applicable Law, no Loan Party shall assert, and each Loan Party hereby waives, any claim against any Agent, any Lender, any other Secured Party, and the Related Parties of each of them, on any theory of liability, for any general, consequential damages, or indirect damages, in each case of any kind, and in each case whether special, punitive, exemplary, incidental, “lost profits”, or similar damages (including, but not limited to, damages resulting from loss of profits, revenue or business opportunity or anticipated savings) or multiples of damages, other than direct, foreseeable, actual damages, arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Term Loan or the use of the proceeds thereof. No Lender, no Agent, no other Secured Party, and no Related Party of any of them shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Secured Debt Loan Documents and or the removal transactions contemplated hereby or resignation thereby, in the absence of the Collateral Trusteewillful misconduct or gross negligence of such Person as determined by a final, non-appealable order of a court of competent jurisdiction.

Payment of Expenses and Taxes; Indemnification. The Company Each Borrower agrees (a) to pay or reimburse the Collateral Trustee Administrative Agent and Co-Lead Arrangers for all its their reasonable fees, out-of-pocket costs and expenses incurred in connection with due diligence in respect of the transactions contemplated by this Agreement, the development, preparation and execution of, and any amendment, supplement supplement, or modification to, this Agreement and the other Security Documents Credit Documents, including in connection with an initial syndication, and any other documents prepared in connection herewith or therewith, and the consummation consummation, monitoring, oversight and administration of the transactions contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of counsel to retained by, or for the Collateral Trusteebenefit of, Administrative Agent, (b) to pay or reimburse the Collateral Trustee each Lender and the other Credit Agreement Secured Parties Administrative Agent for all their reasonable out-of-pocket costs and expenses incurred in connection with the exercise, enforcement or preservation of any rights under this Agreement, the other Security Credit Documents and any such other documents, or in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans, and including the reasonable fees, disbursements and other charges of counsel to each Lender and of counsel retained by or for the Collateral Trustee and the other Credit Agreement Secured Partiesbenefit of Administrative Agent, (c) to pay, indemnify, and hold harmless the Collateral Trustee, the other Secured Parties each Lender and Administrative Agent from any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxesOther Taxes, if any, 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 Security Credit Documents and any such other documents and (d) to pay, indemnify and hold harmless the Collateral Trusteeeach Lender, Administrative Agent, each coCo-trustee and the other Secured Parties Arranger and their respective directors, officers, employees, trustees and agents Related Parties from and against any 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 and documented fees, disbursements and other charges of counsel, with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Security 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 of Environmental Concern applicable to the operations of the Companyeach Credit Party, any of its their respective Subsidiaries or any of its property except in each case with respect to the costs and expenses of the type described in the foregoing clauses (a) and (b) their Real Property (all the foregoing in this clause (de), collectively, the “indemnified liabilitiesIndemnified Liabilities”); provided that the Grantors Credit Parties shall not have no any obligation hereunder to the Collateral Trustee Administrative Agent, any Co-Lead Arranger or any other Secured Party Lender nor any of their respective directors, officers, employees and agents Related Parties with respect to indemnified liabilities arising from 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) such Person’s bad faith, gross negligence or willful misconduct of the party to be indemnified or (in each case as determined by y) a final non-appealable order by a court of competent jurisdiction). By accepting the benefits of this Agreement, each of the holders of Secured Obligations (other than the Collateral Trustee) severally agrees (i) to pay and reimburse the Collateral Trustee and each co-trustee, on demand, in the amount of its pro rata share from time to time (based on the principal amount of the Secured Obligations material breach of such Secured Party), of any reasonable fees and expenses referred to in this Agreement Person’s obligations hereunder or under any other Security Credit Document securing Obligations owed to such Secured Parties and/or any other fees due to and expenses incurred by the Collateral Trustee and each co-trustee in connection with performance of its duties hereunder, the administration of any Security Document and the enforcement and protection of the rights of the Collateral Trustee and the Secured Parties which shall not have been paid or reimbursed by the Company or paid from the proceeds of Collateral as provided herein and (ii) with respect to indemnify and hold harmless the Collateral Trustee and each coany dispute solely among or between Administrative Agent, any Co-trustee and their affiliates and each and all Lead Arranger, any Lender, or any of their respective directors, officers, partners, trustees, employees, attorneys and agents, on demand, in the amount Related Parties that does not arise out of such pro rata share, from and against any and all liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses act or disbursements referred to in this Agreement and/or incurred by the Collateral Trustee and each co-trustee in connection with the execution, delivery, performance, preparation and administration omission of this Agreement any Credit Party or any other Security Document or the enforcement and protection of the rights of the Secured Parties, to the extent the same shall not have been paid or reimbursed by the Company or paid from the proceeds of Collateral as provided hereinits Subsidiaries. The agreements in this Section 8.9 12.05 shall survive repayment of the Secured Obligations Loans and all other amounts payable hereunder and under termination of this Agreement. The indemnification provisions of this Section 12.05 shall not apply with respect to Taxes other than Taxes that represent losses, claims and damages arising from a non-Tax loss, claim or damage and Other Taxes. To the fullest extent permitted by Applicable Law, neither Administrative Agent, any Lender or any Credit Party shall assert, and Administrative Agent, each Lender and each Credit Party hereby waives, any claim against any such other party and their respective Related Parties, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, the Loans or the use of the proceeds thereof. No Lender, Administrative Agent or Co-Lead Arranger, nor any of their respective Related Parties, shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Secured Debt Credit Documents and or the removal transactions contemplated hereby or resignation of the Collateral Trusteethereby.

Payment of Expenses and Taxes; Indemnification. The Company agrees Borrowers jointly and severally agree, subject to the $1,000,000 aggregate expense cap set forth in Section 10.04 of the First Lien Agreement and the other terms and provisions thereof, (a) to pay or reimburse the Collateral Trustee Agent for all of its reasonable fees, out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Security Transaction Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees, fees and disbursements and other charges of counsel to Collateral Agent and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to Borrowers prior to the Effective Date (in the case of amounts to be paid on the Effective Date) and from time to time thereafter on a quarterly basis or such other periodic basis as Collateral TrusteeAgent shall deem appropriate, (b) to pay or reimburse the each Secured Party and Collateral Trustee and the other Credit Agreement Secured Parties Agent for all of their reasonable respective costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Security Transaction Documents and any such other documents, including the fees, fees and disbursements of counsel (and other charges of counsel agents and professionals), to the each Secured Party and to Collateral Trustee and the other Credit Agreement Secured PartiesAgent, (c) to pay, indemnify, and hold each Secured Party and Collateral Agent harmless the Collateral Trusteefrom and against, the other Secured Parties from any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, 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 Security Transaction Documents and any such other documents documents, and (d) to pay, indemnify indemnify, and hold harmless the each Secured Party and Collateral Trustee, each co-trustee and the other Secured Parties Agent and their respective officers, directors, officers, employees, trustees Affiliates, agents and agents 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, including reasonable and documented fees, disbursements and other charges of counsel, whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Security Transaction Documents and any such other documents, including any of the foregoing relating to the use of proceeds of the note or the violation of, noncompliance with or liability under, any Environmental Law or any actual or alleged presence of Materials of Environmental Concern environmental law applicable to the operations of the CompanyBorrowers, any of its Subsidiaries their respective subsidiaries or any of its property except in each case with respect to the costs Collateral and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against the type described in the foregoing clauses (a) and (b) Borrowers under any Transaction Document (all the foregoing in this clause Clause (d), collectively, collectively the “indemnified liabilitiesIndemnified Liabilities”); provided provided, that the Grantors no Borrower shall have no any obligation hereunder to the Collateral Trustee or any other Secured Party nor any of their respective directors, officers, employees and agents Indemnitee with respect to indemnified liabilities arising Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from (i) the bad faith, gross negligence or willful misconduct of such Indemnitee. Without limiting the party foregoing, and to be indemnified (in each case as determined the extent permitted by a final non-appealable order by a court applicable law, the Borrowers agree not to assert and to cause their respective subsidiaries not to assert, and hereby waive and agree to cause their respective subsidiaries to so waive, all rights for contribution or any other rights of competent jurisdiction). By accepting the benefits of this Agreementrecovery with respect to all claims, each of the holders of Secured Obligations (other than the Collateral Trustee) severally agrees (i) to pay and reimburse the Collateral Trustee and each co-trusteedemands, on demandpenalties, in the amount of its pro rata share from time to time (based on the principal amount of the Secured Obligations of such Secured Party)fines, of any reasonable fees liabilities, settlements, damages, costs and expenses referred of whatever kind or nature, under or related to in environmental laws, that any of them might have by statute or otherwise against any Indemnitee. Without limiting any provision of this Agreement or of any other Security Document securing Obligations owed to such Secured Parties and/or any other fees due to and expenses incurred by Transaction Document, it is the Collateral Trustee and each co-trustee in connection with performance of its duties hereunder, the administration of any Security Document and the enforcement and protection express intention of the rights of the Collateral Trustee and the Secured Parties which parties hereto that each Indemnitee shall not have been paid or reimbursed by the Company or paid from the proceeds of Collateral as provided herein and (ii) to indemnify and hold harmless the Collateral Trustee and each co-trustee and their affiliates and each and all of their respective directors, officers, partners, trustees, employees, attorneys and agents, on demand, in the amount of such pro rata share, be indemnified from and held harmless against any and all liabilitiesIndemnified Liabilities arising out of or resulting from the sole or contributory negligence of such Indemnitee. All amounts due under this Section 9.09 shall be payable promptly and in any event, taxesnot later than 10 days after written demand therefor. Statements payable by Borrowers pursuant to this Section 9.09 shall be submitted to Borrowers at the address of Borrowers set forth in Section 9.12, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements referred to in this Agreement and/or incurred such other Person or address as may be hereafter designated by the Borrowers in a written notice to Collateral Trustee and each co-trustee in connection with the execution, delivery, performance, preparation and administration of this Agreement or any other Security Document or the enforcement and protection of the rights of the Secured Parties, to the extent the same shall not have been paid or reimbursed by the Company or paid from the proceeds of Collateral as provided hereinAgent. The agreements Agreements in this Section 8.9 9.09 shall survive repayment of the Secured First Lien Obligations and all other amounts payable hereunder and under the other Secured Debt Documents and the removal or resignation of the Collateral Trusteehereunder.

Payment of Expenses and Taxes; Indemnification. The Company agrees (a) Each Borrower agrees severally, and not jointly or jointly and severally, (subject to pay or reimburse Section 9.5(b)) (i) to reimburse, according to its Pro Rata Allocation, the Collateral Trustee Administrative Agent for all its reasonable fees, out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Security 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 including, without limitation, the reasonable fees, fees and disbursements and other charges of counsel to the Collateral TrusteeAdministrative Agent, (bii) to pay or reimburse the Collateral Trustee each Lender and the other Credit Agreement Secured Parties Administrative Agent for all their reasonable its costs and expenses incurred in connection with the enforcement or preservation of any rights under this AgreementAgreement with respect to such Borrower, the other Security Loan Documents and any such other documents, including including, without limitation, the fees, reasonable fees and disbursements of counsel to each Lender and other charges of counsel to the Collateral Trustee and the other Credit Agreement Secured PartiesAdministrative Agent, (ciii) to pay, indemnify, indemnify and hold harmless each Lender and the Collateral Trustee, the other Secured Parties Administrative Agent from any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, that 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 Security Loan Documents and any such other documents with respect to such Borrower, and (div) to pay, indemnify and hold harmless the Collateral Trustee, each co-trustee Lender and the other Secured Parties Administrative Agent (and their respective affiliates, directors, officers, employeesagents and employees (collectively with the Administrative Agent and the Lenders, trustees and agents the “Indemnified Parties”)) from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, reasonable costs, reasonable out-of-pocket expenses or disbursements of any kind or nature whatsoever, whatsoever (including reasonable 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 documented fees, disbursements and other charges of counsel, arising from or in connection with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the actual or proposed use of proceeds, the other Security Loan Documents and any such other documents, including 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 of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law or any actual or alleged presence of Materials of Environmental Concern applicable to the operations of the Company, any of its Subsidiaries or any of its property except Note in each case with respect to the costs and expenses of the type described in the foregoing clauses (a) and (b) a timely manner (all the foregoing in this clause (div), collectively, the “indemnified liabilities”); provided , provided, that the Grantors such Borrower shall have no obligation hereunder to the Collateral Trustee or any other Secured Indemnified Party nor any of their respective directors, officers, employees and agents with respect to indemnified liabilities to the extent arising from (i) from, with respect to any Indemnified Party, the bad faith, gross negligence or willful misconduct of the party to be indemnified (in each case as determined by a final non-appealable order by a court of competent jurisdiction). By accepting the benefits of this Agreement, each of the holders of Secured Obligations (other than the Collateral Trustee) severally agrees (i) to pay and reimburse the Collateral Trustee and each co-trustee, on demand, in the amount of its pro rata share from time to time (based on the principal amount of the Secured Obligations of such Secured Indemnified Party), of any reasonable fees and expenses referred to in this Agreement or any other Security Document securing Obligations owed to such Secured Parties and/or any other fees due to and expenses incurred by the Collateral Trustee and each co-trustee in connection with performance of its duties hereunder, the administration of any Security Document and the enforcement and protection of the rights of the Collateral Trustee and the Secured Parties which shall not have been paid or reimbursed by the Company or paid from the proceeds of Collateral as provided herein and (ii) to indemnify and hold harmless the Collateral Trustee and each co-trustee and their affiliates and each and all of their respective directors, officers, partners, trustees, employees, attorneys and agents, on demand, in the amount of such pro rata share, from and against any and all liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements referred to in this Agreement and/or incurred by the Collateral Trustee and each co-trustee in connection with the execution, delivery, performance, preparation and administration of this Agreement or any other Security Document or the enforcement and protection of the rights of the Secured Parties, to the extent the same shall not have been paid or reimbursed by the Company or paid from the proceeds of Collateral as provided herein. The agreements in this Section 8.9 shall survive termination of the Commitments and repayment of the Secured Obligations Loans and all other amounts payable hereunder and under hereunder. (b) Notwithstanding any other provision in this Agreement to the other Secured Debt Documents and contrary, to the removal extent any obligation to reimburse or resignation 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 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 by each such Borrower to the extent of the Collateral Trusteeits liability therefor.

Payment of Expenses and Taxes; Indemnification. The Company agrees Borrower agrees, (a) to pay or reimburse the Collateral Trustee Agents and the Lenders for all its reasonable fees, out-of-pocket of their costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Security 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 counsel to the Collateral TrusteeAgents and the Lenders, (b) to pay or reimburse the Collateral Trustee each Lender and the other Credit Agreement Secured Parties Agents for all their reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Security Credit Documents and any such other documents, including the reasonable fees, disbursements and other charges of counsel to each Lender and of counsel to the Collateral Trustee and the other Credit Agreement Secured PartiesAgents, (c) to pay, indemnify, and hold harmless each Lender and the Collateral Trustee, the other Secured Parties Agents from any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxesOther Taxes, if any, 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 Security Credit Documents and any such other documents documents, (d) to pay or reimburse Collateral Agent for all reasonable fees and expenses incurred in exercising its rights under Section 9.16 and (de) to pay, indemnify and hold harmless the Collateral Trustee, each co-trustee Lender (solely in their capacity as Lenders under this Agreement and the other Secured Parties Credit Documents) and the Agents (solely in their capacity as Agents under this Agreement and the other Credit Documents) and their respective directors, officers, employees, trustees and agents Related Parties from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, and costs, expenses or disbursements of any kind or nature whatsoever, including reasonable and documented fees, disbursements and other charges of counsel, with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Security 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 of Environmental Concern applicable to the operations of the CompanyBorrower, any of its Subsidiaries or any of its property except in each case with respect to the costs and expenses of the type described in the foregoing clauses (a) and (b) their Real Property (all the foregoing in this clause (df), collectively, the “indemnified liabilities”); provided provided, that the Grantors Borrower shall have no obligation hereunder to the Collateral Trustee Agents or any other Secured Party Lender nor any of their respective directors, officers, employees and agents Related Parties with respect to indemnified liabilities arising from (i) the bad faith, gross negligence or willful misconduct of the party to be indemnified (in each case as determined by a final non-appealable order by a court or one of competent jurisdiction). By accepting the benefits of this Agreement, each of the holders of Secured Obligations (other than the Collateral Trustee) severally agrees (i) to pay and reimburse the Collateral Trustee and each co-trustee, on demand, in the amount of its pro rata share from time to time (based on the principal amount of the Secured Obligations of such Secured Party), of any reasonable fees and expenses referred to in this Agreement their Related Parties or any other Security Document securing Obligations owed to such Secured Parties and/or any other fees due to and expenses incurred by the Collateral Trustee and each co-trustee in connection with performance of its duties hereunder, the administration of any Security Document and the enforcement and protection of the rights of the Collateral Trustee and the Secured Parties which shall not have been paid or reimbursed by the Company or paid from the proceeds of Collateral as provided herein and (ii) to indemnify and hold harmless disputes among the Collateral Trustee and each co-trustee and Agents, the Lenders and/or their affiliates and each and all of their respective directors, officers, partners, trustees, employees, attorneys and agents, on demand, in the amount of such pro rata share, from and against any and all liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements referred to in this Agreement and/or incurred by the Collateral Trustee and each co-trustee in connection with the execution, delivery, performance, preparation and administration of this Agreement or any other Security Document or the enforcement and protection of the rights of the Secured Parties, to the extent the same shall not have been paid or reimbursed by the Company or paid from the proceeds of Collateral as provided hereintransferees. The agreements in this Section 8.9 14.05 shall survive repayment of the Secured Obligations Loans and all other amounts payable hereunder and under termination of this Agreement. To the fullest extent permitted by Applicable Law, the Borrower shall not assert, and the Borrower hereby waives, any claim against any Lender, any Agent and their respective Related Parties, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof. No Lender, no Agent nor any of their respective Related Parties shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Secured Debt Credit Documents and or the removal transactions contemplated hereby or resignation of the Collateral Trusteethereby.

Payment of Expenses and Taxes; Indemnification. The Company agrees will (a) to pay or reimburse the Collateral Trustee Portxx Xxxital for all its reasonable fees, of Portxx Xxxital's 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 Security Transaction Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including including, without limitation, the reasonable fees, fees and disbursements and other charges of counsel to the Collateral TrusteePortxx Xxxital, (b) to pay or reimburse the Collateral Trustee and the other Credit Agreement Secured Parties Portxx Xxxital for all their reasonable its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreementthe Transaction Documents, and the other Security Documents verification of the Accounts Receivable and any such other documentsthe credit worthiness of the Customers, including the feeswithout limitation, fees and disbursements and other charges of counsel to the Collateral Trustee and the other Credit Agreement Secured Parties, Portxx Xxxital; (c) to pay, indemnify, and hold Portxx Xxxital harmless the Collateral Trusteefrom, the other Secured Parties from any and all recording and filing fees and any and all liabilities with respect to, or resulting from from, any delay in paying, paying any stamp, excise excise, and other similar taxes, if any, that 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 Security Documents and any such other documents and Transaction Documents; (d) pay for monthly statements at $0.53 each plus all postage expended by Portxx Xxxital to mail invoices and otherwise collect the accounts; (e) pay a processing and administration fee of no percent of the value of each invoice; (f) pay, indemnify and hold Portxx Xxxital harmless the Collateral Trustee, each co-trustee and the other Secured Parties and their respective directors, officers, employees, trustees and agents from and against any and all other claims, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, whether threatened, pending or determined (including reasonable attorney's fees and documented fees, disbursements and other charges of counsel, with respect to the execution, delivery, enforcement, performance and administration of court costs now or hereafter arising from this Agreement, the other Security Documents and Agreement or any such other documents, including any activities of the foregoing relating Company (referred to as the violation of, noncompliance with or liability under, any Environmental Law or any actual or alleged presence of Materials of Environmental Concern applicable to the operations of the Company, any of its Subsidiaries or any of its property except in each case with respect to the costs and expenses of the type described in the foregoing clauses (a) and (b) (all the foregoing in this clause (d), collectively, the “"indemnified liabilities”"); provided that the Grantors Company shall have no obligation hereunder to the Collateral Trustee or any other Secured Party nor any of their respective directors, officers, employees and agents Portxx Xxxital with respect to indemnified liabilities arising from (i) the bad faith, gross negligence or willful misconduct of Portxx Xxxital. The covenants of this paragraph shall survive the party to be indemnified (in each case as determined by a final non-appealable order by a court of competent jurisdiction). By accepting the benefits termination of this Agreement, each of the holders of Secured Obligations (other than the Collateral Trustee) severally agrees (i) to pay and reimburse the Collateral Trustee and each co-trustee, on demand, in the amount of its pro rata share from time to time (based on the principal amount of the Secured Obligations of such Secured Party), of any reasonable fees and expenses referred to in this Agreement or any other Security Document securing Obligations owed to such Secured Parties and/or any other fees due to and expenses incurred by the Collateral Trustee and each co-trustee in connection with performance of its duties hereunder, the administration of any Security Document and the enforcement and protection of the rights of the Collateral Trustee and the Secured Parties which shall not have been paid or reimbursed by the Company or paid from the proceeds of Collateral as provided herein and (ii) to indemnify and hold harmless the Collateral Trustee and each co-trustee and their affiliates and each and all of their respective directors, officers, partners, trustees, employees, attorneys and agents, on demand, in the amount of such pro rata share, from and against any and all liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements referred to in this Agreement and/or incurred by the Collateral Trustee and each co-trustee in connection with the execution, delivery, performance, preparation and administration of this Agreement or any other Security Document or the enforcement and protection of the rights of the Secured Parties, to the extent the same shall not have been paid or reimbursed by the Company or paid from the proceeds of Collateral as provided herein. The agreements in this Section 8.9 shall survive repayment of the Secured Obligations and all other amounts payable hereunder and under the other Secured Debt Documents and the removal or resignation of the Collateral Trustee.

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

Payment of Expenses and Taxes; Indemnification. The Company Each Obligor jointly and severally agrees (a) to pay or reimburse the Collateral Trustee Agent and Approved Hedge Counterparty for all its reasonable fees, of their respective out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Security Transaction Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees, fees and disbursements and other charges of counsel to Collateral Agent and Approved Hedge Counterparty and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to Borrower prior to the Effective Date (in the case of amounts to be paid on the Effective Date) and from time to time thereafter on a quarterly basis or such other periodic basis as Collateral TrusteeAgent or Approved Hedge Counterparty shall deem appropriate, (b) to pay or reimburse the each Secured Party and Collateral Trustee and the other Credit Agreement Secured Parties Agent for all of their reasonable respective costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Security Transaction Documents and any such other documents, including the fees, fees and disbursements of counsel (and other charges of counsel agents and professionals), to the each Secured Party and to Collateral Trustee and the other Credit Agreement Secured PartiesAgent, (c) to pay, indemnify, and hold each Secured Party and Collateral Agent harmless the Collateral Trusteefrom and against, the other Secured Parties from any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, 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 Security Transaction Documents and any such other documents documents, and (d) to pay, indemnify indemnify, and hold harmless the each Secured Party and Collateral Trustee, each co-trustee and the other Secured Parties Agent and their respective officers, directors, officers, employees, trustees Affiliates, agents and agents 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, including reasonable and documented fees, disbursements and other charges of counsel, whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Security Transaction Documents and any such other documents, including any of the foregoing relating to the use of proceeds of the notes or the violation of, noncompliance with or liability under, any Environmental Law or any actual or alleged presence of Materials of Environmental Concern environmental law applicable to the operations of the Companyany Obligor, any of its Subsidiaries subsidiaries or any of its property except in each case with respect to the costs Collateral and the reasonable fees and expenses of the type described legal counsel in the foregoing clauses (a) and (b) connection with claims, actions or proceedings by any Indemnitee against any Obligor under any Transaction Document (all the foregoing in this clause Clause (d), collectively, collectively the “indemnified liabilitiesIndemnified Liabilities”); provided provided, that the Grantors no Obligor shall have no any obligation hereunder to the Collateral Trustee or any other Secured Party nor any of their respective directors, officers, employees and agents Indemnitee with respect to indemnified liabilities arising Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from (i) the bad faith, gross negligence or willful misconduct of such Indemnitee. Without limiting the party foregoing, and to be indemnified (in each case as determined the extent permitted by a final non-appealable order by a court of competent jurisdiction). By accepting the benefits of this Agreementapplicable law, each Obligor agrees not to assert and to cause its subsidiaries not to assert, and hereby waives and agrees to cause its subsidiaries to so waive, all rights for contribution or any other rights of the holders of Secured Obligations (other than the Collateral Trustee) severally agrees (i) recovery with respect to pay and reimburse the Collateral Trustee and each co-trusteeall claims, on demanddemands, in the amount of its pro rata share from time to time (based on the principal amount of the Secured Obligations of such Secured Party)penalties, of any reasonable fees fines, liabilities, settlements, damages, costs and expenses referred of whatever kind or nature, under or related to in environmental laws, that any of them might have by statute or otherwise against any Indemnitee. Without limiting any provision of this Agreement or of any other Security Document securing Obligations owed to such Secured Parties and/or any other fees due to and expenses incurred by Transaction Document, it is the Collateral Trustee and each co-trustee in connection with performance of its duties hereunder, the administration of any Security Document and the enforcement and protection express intention of the rights of the Collateral Trustee and the Secured Parties which parties hereto that each Indemnitee shall not have been paid or reimbursed by the Company or paid from the proceeds of Collateral as provided herein and (ii) to indemnify and hold harmless the Collateral Trustee and each co-trustee and their affiliates and each and all of their respective directors, officers, partners, trustees, employees, attorneys and agents, on demand, in the amount of such pro rata share, be indemnified from and held harmless against any and all liabilitiesIndemnified Liabilities arising out of or resulting from the sole or contributory negligence of such Indemnitee. All amounts due under this Section 9.09 shall be payable promptly and in any event, taxesnot later than 10 days after written demand therefor. Statements payable by Obligors pursuant to this Section 9.09 shall be submitted to Borrower at the address of Borrower set forth in Section 9.12, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements referred to in this Agreement and/or incurred such other Person or address as may be hereafter designated by the Obligors in a written notice to Collateral Trustee and each co-trustee in connection with the execution, delivery, performance, preparation and administration of this Agreement or any other Security Document or the enforcement and protection of the rights of the Secured Parties, to the extent the same shall not have been paid or reimbursed by the Company or paid from the proceeds of Collateral as provided hereinAgent. The agreements Agreements in this Section 8.9 9.09 shall survive repayment of the Secured Obligations First Lien Obligations, the Approved Hedge Counterparty Swap Contracts and all other amounts payable hereunder and under the other Secured Debt Documents and the removal or resignation of the Collateral Trusteehereunder.

Payment of Expenses and Taxes; Indemnification. The Company Borrower agrees (a) to pay or reimburse the Collateral Trustee Administrative Agent and WCM for all its reasonable fees, out-of-pocket costs and expenses incurred in connection with the development, preparation preparation, negotiation, printing and execution of, and any amendment, supplement or modification to, this Credit Agreement and the other Security 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 together with the reasonable fees, fees and disbursements and other charges of counsel to the Collateral TrusteeAdministrative Agent, (b) to pay or reimburse the Collateral Trustee each Lender and the other Credit Agreement Secured Parties Administrative Agent for all their reasonable its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Credit Agreement, the other Security Documents Notes and any such other documents, including including, without limitation, the fees, reasonable fees and disbursements and other charges of counsel to the Collateral Trustee Administrative Agent and to the other Credit Agreement Secured PartiesLenders (including reasonable allocated costs of in-house legal counsel), (c) on demand, to pay, indemnify, and hold harmless the Collateral Trusteeeach Lender, the other Secured Parties from Administrative Agent and WCM harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, paying stamp, excise and other similar taxes, if any, that 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 Security Credit Documents and any such other documents documents, and (d) to pay, indemnify indemnify, and hold harmless each Lender, the Collateral Trustee, each co-trustee Administrative Agent and the other Secured Parties WCM and their respective directors, officersAffiliates, employees, trustees officers and agents directors harmless from and against 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, whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Security Credit Documents and any such other documentsdocuments and the use, including any or proposed use, of proceeds of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law or any actual or alleged presence of Materials of Environmental Concern applicable to the operations Loans (all of the Company, any of its Subsidiaries or any of its property except in each case with respect to the costs and expenses of the type described in the foregoing clauses (a) and (b) (all the foregoing in this clause (d)foregoing, collectively, the “indemnified liabilities”); provided provided, however, that the Grantors Borrower shall not have no any obligation hereunder to the Collateral Trustee Administrative Agent, WCM or any other Secured Party nor any of their respective directors, officers, employees and agents Lender with respect to indemnified liabilities arising from (i) the bad faith, gross negligence or willful misconduct of the party to be indemnified (in each case Administrative Agent, WCM or such Lender, as determined by a final non-appealable order by a court of competent jurisdiction). By accepting the benefits of this Agreement, each of the holders of Secured Obligations (other than the Collateral Trustee) severally agrees (i) to pay and reimburse the Collateral Trustee and each co-trustee, on demand, in the amount of its pro rata share from time to time (based on the principal amount of the Secured Obligations of such Secured Party), of any reasonable fees and expenses referred to in this Agreement or any other Security Document securing Obligations owed to such Secured Parties and/or any other fees due to and expenses incurred by the Collateral Trustee and each co-trustee in connection with performance of its duties hereunder, the administration of any Security Document and the enforcement and protection of the rights of the Collateral Trustee and the Secured Parties which shall not have been paid or reimbursed by the Company or paid from the proceeds of Collateral as provided herein and (ii) to indemnify and hold harmless the Collateral Trustee and each co-trustee and their affiliates and each and all of their respective directors, officers, partners, trustees, employees, attorneys and agents, on demand, in the amount of such pro rata share, from and against any and all liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements referred to in this Agreement and/or incurred by the Collateral Trustee and each co-trustee in connection with the execution, delivery, performance, preparation and administration of this Agreement or any other Security Document or the enforcement and protection of the rights of the Secured Parties, to the extent the same shall not have been paid or reimbursed by the Company or paid from the proceeds of Collateral as provided herein. The agreements in this Section 8.9 9.5 shall survive repayment of the Secured Obligations Loans, Notes and all other amounts payable hereunder and under the other Secured Debt Documents and the removal or resignation of the Collateral Trusteehereunder.

Payment of Expenses and Taxes; Indemnification. The Company Borrower agrees (a) to pay or reimburse the Collateral Trustee Administrative Agent and Arranger for all its reasonable fees, out-of-pocket costs and expenses incurred in connection with the development, preparation preparation, negotiation, printing and execution of, and any amendment, supplement or modification to, this Credit Agreement and the other Security 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 together with the reasonable fees, fees and disbursements and other charges of counsel to the Collateral TrusteeAdministrative Agent, (b) to pay or reimburse the Collateral Trustee each Lender and the other Credit Agreement Secured Parties Administrative Agent for all their reasonable its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Credit Agreement, the other Security Documents and any such other documents, including the fees, reasonable fees and disbursements and other charges of counsel to the Collateral Trustee Administrative Agent and to the other Credit Agreement Secured PartiesLenders (including reasonable allocated costs of in-house legal counsel), (c) on demand, to pay, indemnify, and hold harmless the Collateral Trusteeeach Lender, the other Secured Parties from Administrative Agent and Arranger harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, paying stamp, excise and other similar taxes, if any, that 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 Security Credit Documents and any such other documents documents, and (d) to pay, indemnify indemnify, and hold harmless each Lender, the Collateral Trustee, each co-trustee Administrative Agent and the other Secured Parties Arranger and their Affiliates, and each of their respective partners, directors, officers, employees, trustees agents and agents advisors, harmless from and against 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, whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Security Credit Documents and any such other documentsdocuments and the use, including any or proposed use, of proceeds of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law or any actual or alleged presence of Materials of Environmental Concern applicable to the operations Loans (all of the Company, any of its Subsidiaries or any of its property except in each case with respect to the costs and expenses of the type described in the foregoing clauses (a) and (b) (all the foregoing in this clause (d)foregoing, collectively, the “"indemnified liabilities”"); provided provided, that the Grantors Borrower shall not have no any obligation hereunder to the Collateral Trustee Administrative Agent, the Arranger or any other Secured Party nor any of Lender or their respective directors, officers, employees and agents Affiliates with respect to indemnified liabilities arising from (i) the bad faith, gross negligence or willful misconduct of the party to be indemnified (in each case Administrative Agent, Arranger or such Lender or their Affiliates, as determined by a final non-appealable order by a court of competent jurisdiction). By accepting the benefits of this Agreement, each of the holders of Secured Obligations (other than the Collateral Trustee) severally agrees (i) to pay and reimburse the Collateral Trustee and each co-trustee, on demand, in the amount of its pro rata share from time to time (based on the principal amount of the Secured Obligations of such Secured Party), of any reasonable fees and expenses referred to in this Agreement or any other Security Document securing Obligations owed to such Secured Parties and/or any other fees due to and expenses incurred by the Collateral Trustee and each co-trustee in connection with performance of its duties hereunder, the administration of any Security Document and the enforcement and protection of the rights of the Collateral Trustee and the Secured Parties which shall not have been paid or reimbursed by the Company or paid from the proceeds of Collateral as provided herein and (ii) to indemnify and hold harmless the Collateral Trustee and each co-trustee and their affiliates and each and all of their respective directors, officers, partners, trustees, employees, attorneys and agents, on demand, in the amount of such pro rata share, from and against any and all liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements referred to in this Agreement and/or incurred by the Collateral Trustee and each co-trustee in connection with the execution, delivery, performance, preparation and administration of this Agreement or any other Security Document or the enforcement and protection of the rights of the Secured Parties, to the extent the same shall not have been paid or reimbursed by the Company or paid from the proceeds of Collateral as provided herein. The agreements in this Section 8.9 9.5 shall survive repayment of the Secured Obligations Loans, Notes and all other amounts payable hereunder and under the other Secured Debt Documents and the removal or resignation of the Collateral Trusteehereunder.

Payment of Expenses and Taxes; Indemnification. The Company Borrower agrees (a) to pay or reimburse the Arranger, the Administrative Agent and the Collateral Trustee Agent for all its reasonable fees, out-of-pocket costs and expenses incurred in connection with the arrangement and syndication of the credit facilities provided for herein, any due diligence related hereto (including without limitation any evaluation of collateral), the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement Agreement, the Notes and the other Security 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 including, without limitation, the reasonable fees, fees and disbursements and other charges of external counsel to the Arranger, the Administrative Agent and the Collateral TrusteeAgent, (b) all reasonable out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment or extension of any Letter of Credit or any demand for payment thereunder, (c) to pay or reimburse the Administrative Agent, the Collateral Trustee Agent, each Issuing Bank and the other Credit Agreement Secured Parties each Lender for all their reasonable its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the Notes, the other Security Loan Documents and any such other documents, including including, without limitation, the fees, reasonable fees and disbursements and other charges of counsel (including allocated costs of internal counsel) to the Administrative Agent, the Collateral Trustee Agent, each Issuing Bank and the other Credit Agreement Secured Partieseach Lender, (cd) to pay, indemnify, and indemnify and hold harmless the Collateral TrusteeAdministrative Agent, the other Secured Parties from Collateral Agent, each Lender and each Issuing Bank from, any and all present or future stamp, documentary or excise taxes or similar charges, any and all recording and filing fees fees, and any and all liabilities with respect tothereto, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, that which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the 86 transactions contemplated by, or payment under, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the Notes, the Letters of Credit, the other Security Loan Documents and any such other documents documents, and (de) to pay, and indemnify and hold harmless the Administrative Agent, the Collateral TrusteeAgent, each co-trustee Lender and the other Secured Parties and each Issuing Bank (including each of their respective directorsparents, subsidiaries, officers, directors, employees, agents, trustees and agents attorneys-in-fact) (each such Person being called an "INDEMNITEE") from and against against, any and all other claims, demands, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, settlements, expenses or disbursements of any whatever kind or nature whatsoeverarising from, including reasonable and documented fees, disbursements and other charges of counsel, in connection with or with respect to (i) the execution, delivery, enforcement, performance and administration execution or delivery of this Agreementany Loan Document or the First Mortgage Indenture or any agreement or instrument contemplated hereby or thereby, the performance by the parties to the Loan Documents or the First Mortgage Indenture of their respective obligations thereunder or the consummation of the Transactions or any other Security Documents and transactions contemplated thereby, (ii) any such other documents, Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit if the foregoing relating to documents presented in connection with such demand do not strictly comply with the violation ofterms of such Letter of Credit), noncompliance with or liability under, any Environmental Law or (iii) any actual or alleged presence or release of Materials of Environmental Concern applicable to on or from any property owned or operated by the operations of the Company, any of its Subsidiaries Borrower or any of its property except Subsidiaries, or any Environmental Liability related in each case with respect any way to the costs and expenses Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the type described in the foregoing clauses (a) foregoing, whether based on contract, tort or any other theory and (b) regardless of whether any Indemnitee is a party thereto (all the foregoing in this clause (de), collectively, the “indemnified liabilities”"INDEMNIFIED LIABILITIES"); provided PROVIDED that the Grantors such indemnity shall have no obligation hereunder not, as to any Indemnitee, be available to the Collateral Trustee or any other Secured Party nor any of their respective directors, officers, employees and agents with respect to extent that such indemnified liabilities arising from (i) the bad faith, gross negligence or willful misconduct of the party to be indemnified (in each case as are determined by a final non-appealable order by a court of competent jurisdictionjurisdiction by final and nonappealable judgment to have resulted from the gross negligence, willful misconduct or bad faith of such Indemnitee (or such Indemnitee's parent, subsidiaries, officers, directors, employees, agents, trustees or attorneys-in-fact). By accepting To the benefits extent permitted by applicable law, each party hereto agrees not to assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, each any other Loan Document, the First Mortgage Indenture or any agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or Letter of Credit or the use of the holders of Secured Obligations (other than the Collateral Trustee) severally agrees (i) to pay and reimburse the Collateral Trustee and each co-trustee, on demand, in the amount of its pro rata share from time to time (based on the principal amount of the Secured Obligations of such Secured Party), of any reasonable fees and expenses referred to in this Agreement or any other Security Document securing Obligations owed to such Secured Parties and/or any other fees due to and expenses incurred by the Collateral Trustee and each co-trustee in connection with performance of its duties hereunder, the administration of any Security Document and the enforcement and protection of the rights of the Collateral Trustee and the Secured Parties which shall not have been paid or reimbursed by the Company or paid from the proceeds of Collateral as provided herein and (ii) to indemnify and hold harmless the Collateral Trustee and each co-trustee and their affiliates and each and all of their respective directors, officers, partners, trustees, employees, attorneys and agents, on demand, in the amount of such pro rata share, from and against any and all liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements referred to in this Agreement and/or incurred by the Collateral Trustee and each co-trustee in connection with the execution, delivery, performance, preparation and administration of this Agreement or any other Security Document or the enforcement and protection of the rights of the Secured Parties, to the extent the same shall not have been paid or reimbursed by the Company or paid from the proceeds of Collateral as provided hereinthereof. The agreements in this Section 8.9 SECTION 9.5 supercede the reimbursement and indemnification provisions in the Commitment Letter, and shall survive repayment of the Secured Obligations and all other amounts payable hereunder and under the other Secured Debt Documents and the removal or resignation of the Collateral Trusteehereunder.

Payment of Expenses and Taxes; Indemnification. The Company Borrower agrees (ai) to pay or reimburse the Collateral Trustee Agents for all its their reasonable fees, 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 Security 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 Collateral TrusteeAgents 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), (bii) to pay or reimburse each Lender and the Administrative Agent and the Collateral Trustee and the other Credit Agreement Secured Parties 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 Security Credit Documents and any such other documents, including the reasonable fees, disbursements and other charges of one counsel to the Collateral Trustee Administrative Agent and the other Credit Agreement Secured PartiesCollateral 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), (ciii) to pay, indemnify, and hold harmless the Collateral Trustee, the other Secured Parties each Lender and each Agent from any and all reasonable out-of-pocket costs and expenses of creating and perfecting Liens in favor of the Collateral Agent, for the benefit of the Secured Parties including recording and filing fees fees, UCC search fees, title insurance premiums (to the extent not directly paid to the applicable insurer) and any and all liabilities with respect to, or resulting from from, any delay in paying, stamp, excise and other similar taxes, if any, 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 Security Credit Documents and any such other documents documents, and (div) to pay, indemnify and hold harmless each Lender, the Collateral Trustee, each co-trustee Agent and the other Secured Parties Administrative Agent and their respective Affiliates, directors, officers, employees, trustees 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 Security 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 of Environmental Concern applicable to the operations of the CompanyBorrower, any of its Subsidiaries or any of its property except in each case with respect to the costs and expenses of the type described in the foregoing clauses (a) and (b) Real Estate (all the foregoing in this clause (div), collectively, the “indemnified liabilities”); provided provided, that the Grantors Borrower shall have no obligation hereunder to the Collateral Trustee Agents or any other Secured Party Lender nor any of their respective Affiliates, directors, officers, employees employees, trustees and agents with respect to indemnified liabilities arising from (i) the bad faith, gross negligence or willful misconduct of the party to be indemnified (in each case as determined by a final non-appealable order by a court of competent jurisdiction). By accepting or disputes among the benefits of this AgreementAgents, each the Lenders and/or their transferees not arising from any act or omission of the holders Borrower or any other Credit Party. If for any reason the foregoing indemnification is unavailable to any Agent or Lender or insufficient to hold it harmless, then the Borrower shall contribute to the amount paid or payable by such Agent or such Lender as a result of Secured Obligations (other than such loss, claim, damage or liability in such proportion as is appropriate to reflect the Collateral Trustee) severally agrees relative economic interests of (i) to pay Holdings, the Borrower and reimburse the Collateral Trustee and each co-trustee, on demand, in the amount of its pro rata share from time to time (based Subsidiaries on the principal amount of the Secured Obligations of such Secured Party), of any reasonable fees and expenses referred to in this Agreement or any other Security Document securing Obligations owed to such Secured Parties and/or any other fees due to and expenses incurred by the Collateral Trustee and each co-trustee in connection with performance of its duties hereunder, the administration of any Security Document and the enforcement and protection of the rights of the Collateral Trustee and the Secured Parties which shall not have been paid or reimbursed by the Company or paid from the proceeds of Collateral as provided herein one hand and (ii) to indemnify and hold harmless such Agent or such Lender on the Collateral Trustee and each co-trustee and their affiliates and each and all of their respective directors, officers, partners, trustees, employees, attorneys and agents, on demand, other hand in the amount of such pro rata share, from and against any and all liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements referred to in this Agreement and/or incurred matters contemplated by the Collateral Trustee Credit Documents as well as the relative fault of (i) Holdings, the Borrower and each co-trustee in connection its Subsidiaries and (ii) such Agent or such Lender with the executionrespect to such loss, deliveryclaim, performance, preparation damage or liability and administration of this Agreement or any other Security Document or the enforcement and protection of the rights of the Secured Parties, to the extent the same shall not have been paid or reimbursed by the Company or paid from the proceeds of Collateral as provided herein. The agreements in this Section 8.9 shall survive repayment of the Secured Obligations and all other amounts payable hereunder and under the other Secured Debt Documents and the removal or resignation of the Collateral Trusteerelevant equitable considerations.

Payment of Expenses and Taxes; Indemnification. The Company agrees (a) Each Fund, on its own behalf or if applicable on behalf of the investment portfolios thereof which are Borrowers, agrees severally (subject to pay or Section 9.5(b) below) (i) to reimburse the Collateral Trustee Administrative Agent for all its reasonable fees, out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Security 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 including, without limitation, the reasonable fees, fees and disbursements and other charges of counsel to the Collateral TrusteeAdministrative Agent, (bii) to pay or reimburse the Collateral Trustee each Lender and the other Credit Agreement Secured Parties Administrative Agent for all their reasonable its costs and expenses incurred in connection with the enforcement or preservation of any rights under this AgreementAgreement with respect to such Borrower, the other Security Loan Documents and any such other documents, including including, without limitation, the fees, reasonable fees and disbursements of counsel to each Lender and other charges of counsel to the Collateral Trustee Administrative Agent, (iii) to indemnify and hold each Lender and the other Credit Agreement Secured Parties, (c) to pay, indemnify, and hold Administrative Agent harmless the Collateral Trustee, the other Secured Parties from any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, that 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 Security Loan Documents and any such other documents with respect to such Borrower, and (div) to pay, indemnify and hold harmless the Collateral Trustee, each co-trustee Lender and the other Secured Parties Administrative Agent (and their respective affiliates, directors, officers, employeesagents and employees (collectively with the Administrative Agent and the Lenders, trustees and agents the "Indemnified Parties")) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, reasonable costs, reasonable out-of-pocket expenses or disbursements of any kind or nature whatsoever, including reasonable and documented fees, disbursements and other charges of counsel, whatsoever arising from or in connection with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the actual or proposed use of proceeds, the other Security Loan Documents and any such other documents, including 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 Credit Agreement, or failure of such Borrower to comply with covenants contained herein or in any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law or any actual or alleged presence of Materials of Environmental Concern applicable to the operations of the Company, any of its Subsidiaries or any of its property except Note in each case with respect to the costs and expenses of the type described in the foregoing clauses (a) and (b) a timely manner (all the foregoing in this clause (div), collectively, the “"indemnified liabilities”"); provided , provided, that such Fund, on its own behalf or if applicable on behalf of the Grantors investment portfolios thereof which are Borrowers shall have no obligation hereunder to the Collateral Trustee or any other Secured Indemnified Party nor any of their respective directors, officers, employees and agents with respect to indemnified liabilities to the extent arising from (iA) with respect to any Indemnified Party, the bad faith, gross negligence or willful misconduct of such Indemnified Party, or such Indemnified Party's failure to comply with any material law or regulation governing the party to be indemnified transactions contemplated hereby, or (in each case as determined by a final non-appealable order by a court of competent jurisdiction). By accepting B) disputes arising between or among the benefits of this Agreement, each of the holders of Secured Obligations (other than the Collateral Trustee) severally agrees (i) to pay and reimburse the Collateral Trustee and each co-trustee, on demand, in the amount of its pro rata share from time to time (based on the principal amount of the Secured Obligations of such Secured Party), of any reasonable fees and expenses referred to in this Agreement or any other Security Document securing Obligations owed to such Secured Parties and/or any other fees due to and expenses incurred by the Collateral Trustee and each co-trustee in connection Indemnitees with performance of its duties hereunder, the administration of any Security Document and the enforcement and protection of the rights of the Collateral Trustee and the Secured Parties which shall not have been paid or reimbursed by the Company or paid from the proceeds of Collateral as provided herein and (ii) to indemnify and hold harmless the Collateral Trustee and each co-trustee and their affiliates and each and all of their respective directors, officers, partners, trustees, employees, attorneys and agents, on demand, in the amount of such pro rata share, from and against any and all liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements referred to in this Agreement and/or incurred by the Collateral Trustee and each co-trustee in connection with the execution, delivery, performance, preparation and administration of this Agreement or any other Security Document or the enforcement and protection of the rights of the Secured Parties, respect to the extent the same shall not have been paid or reimbursed by the Company or paid from the proceeds of Collateral as provided hereinCredit Agreement. The agreements in this Section 8.9 shall survive repayment of the Secured Obligations Loans and all other amounts payable hereunder and under hereunder. (b) Notwithstanding any other provision in this Agreement to the other Secured Debt Documents and contrary, to the removal extent any obligation to reimburse or resignation 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 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 by each such Borrower to the extent of the Collateral Trusteeits liability therefor.

Payment of Expenses and Taxes; Indemnification. The Company Borrower agrees (a) to pay or reimburse the Collateral Trustee Agents for all its their reasonable fees, out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Security 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 counsel to the Collateral TrusteeAgents, (b) to pay or reimburse the Collateral Trustee each Lender and the other Credit Agreement Secured Parties Administrative 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 Security Credit Documents and any such other documents, including the reasonable fees, disbursements and other charges of counsel to each Lender and of counsel to the Collateral Trustee and the other Credit Agreement Secured PartiesAdministrative Agent, (c) to pay, indemnify, and hold harmless each Lender and the Collateral Trustee, the other Secured Parties Administrative Agent from any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, 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 Security Credit Documents and any such other documents documents, and (d) to pay, indemnify and hold harmless the Collateral Trustee, each co-trustee Lender and the other Secured Parties Administrative Agent 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 the execution, delivery, enforcement, performance and administration of this Agreement, the other Security 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 of Environmental Concern applicable to the operations of the CompanyBorrower, any of its Subsidiaries or any of its property except in each case with respect to the costs and expenses of the type described in the foregoing clauses (a) and (b) Real Estate (all the foregoing in this clause (d), collectively, the “indemnified liabilities”); , provided that the Grantors Borrower shall have no obligation hereunder to the Collateral Trustee Administrative Agent or any other Secured Party Lender nor any of their respective directors, officers, employees and agents with respect to indemnified liabilities arising from (i) the bad faith, gross negligence or willful misconduct of the party to be indemnified (in each case as determined by a final non-appealable order by a court of competent jurisdiction). By accepting the benefits of this Agreement, each of the holders of Secured Obligations (other than the Collateral Trustee) severally agrees (i) to pay and reimburse the Collateral Trustee and each co-trustee, on demand, in the amount of its pro rata share from time to time (based on the principal amount of the Secured Obligations of such Secured Party), of any reasonable fees and expenses referred to in this Agreement or any other Security Document securing Obligations owed to such Secured Parties and/or any other fees due to and expenses incurred by the Collateral Trustee and each co-trustee in connection with performance of its duties hereunder, the administration of any Security Document and the enforcement and protection of the rights of the Collateral Trustee and the Secured Parties which shall not have been paid or reimbursed by the Company or paid from the proceeds of Collateral as provided herein and (ii) to indemnify and hold harmless disputes among the Collateral Trustee and each co-trustee and Administrative Agent, the Lenders and/or their affiliates and each and all of their respective directors, officers, partners, trustees, employees, attorneys and agents, on demand, in the amount of such pro rata share, from and against any and all liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements referred to in this Agreement and/or incurred by the Collateral Trustee and each co-trustee in connection with the execution, delivery, performance, preparation and administration of this Agreement or any other Security Document or the enforcement and protection of the rights of the Secured Parties, to the extent the same shall not have been paid or reimbursed by the Company or paid from the proceeds of Collateral as provided hereintransferees. The agreements in this Section 8.9 15.5 shall survive repayment of the Secured Obligations Loans and all other amounts payable hereunder and under the other Secured Debt Documents and the removal or resignation of the Collateral Trusteehereunder.

Payment of Expenses and Taxes; Indemnification. The Company agrees will (a) to ---------------------------------------------- pay or reimburse the Collateral Trustee Access Capital for all its reasonable fees, of Access Capital's 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 Security Transaction Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including including, without limitation, the reasonable fees, fees and disbursements and other charges of counsel to the Collateral TrusteeAccess Capital (whether or not such counsel is affiliated with Access Capital), (b) to pay or reimburse the Collateral Trustee and the other Credit Agreement Secured Parties Access Capital for all their reasonable its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreementthe Transaction Documents, and the other Security Documents verification of the Accounts Receivable and any such other documentsthe credit worthiness of the account debtors, including the feesincluding, without limitation, fees and disbursements and other charges of counsel to the Collateral Trustee Access Capital (whether or not such counsel is affiliated with Access Capital) and the any collateral evaluation (e.g. field examinations, collateral analysis or other Credit Agreement Secured Parties, business analysis) performed by Access Capital or for its benefit as Access Capital deems necessary; (c) to pay, indemnify, and hold Access Capital harmless the Collateral Trusteefrom, the other Secured Parties from 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, if any, that 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 of modification of, or any waiver or consent under or in respect of, this Agreement, the other Security Documents and any such other documents and Transaction Documents; (d) to pay, indemnify indemnify, and hold Access Capital harmless the Collateral Trustee, each co-trustee and the other Secured Parties and their respective directors, officers, employees, trustees and agents from and against any and all other claims, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, whether threatened, pending or determined (including reasonable attorneys' fees and documented feescourt costs now or hereafter arising from the enforcement of this clause), disbursements and other charges of counsel, (1) with respect to the execution, delivery, enforcementenforcement and performance of the Transaction Documents, performance and administration of this Agreementincluding, without limitation, the custody, preservation, use or operation of, or the sale of, collection from, or other Security Documents and realization upon, any such other documentscollateral, including any or (2) arising directly or indirectly from the activities of the foregoing relating to Company or any subsidiary, its predecessors in interest, or third parties with whom it has a contractual relationship, or arising directly or indirectly from the violation ofof any environmental protection, noncompliance with health, or liability undersafety law, whether such claims are asserted by any Environmental Law governmental agency or any actual other person, or alleged presence (3) arising by virtue of Materials of Environmental Concern applicable to or in connection with any representation or warranty by the operations Company being untrue as of the Company, any of its Subsidiaries date made or any of its property except in each case with respect to agreement or covenant by the costs Company not being performed as and expenses when required hereunder (all of the type described in the foregoing clauses (a) and (b) (all the foregoing in this clause (d)foregoing, collectively, the “"indemnified liabilities”"); provided provided, that the Grantors Company shall have no obligation hereunder to the Collateral Trustee or any other Secured Party nor any of their respective directors, officers, employees and agents Access Capital with respect to indemnified liabilities arising from (i) the bad faith, gross negligence or willful misconduct of Access Capital, (ii) salaries and other amounts payable by Access Capital to its employees in the party to be indemnified (in each case as determined by a final non-appealable order by a court ordinary course of competent jurisdiction). By accepting the benefits of this Agreement, each of the holders of Secured Obligations business (other than for legal fees specifically billed with respect to a particular matter to which the Collateral Trusteeforegoing relates) severally agrees or (iiii) to pay and reimburse the Collateral Trustee and each co-trustee, on demand, in the amount of its pro rata share from time to time (based on the principal amount of the Secured Obligations of such Secured Party), of any reasonable fees and expenses referred to in this Agreement or any other Security Document securing Obligations owed to such Secured Parties and/or any other fees due to and expenses incurred by the Collateral Trustee and each co-trustee in connection with performance of its duties hereunder, the administration of any Security Document and the enforcement and protection of the rights of the Collateral Trustee and the Secured Parties which shall not have been paid or reimbursed by the Company or paid from the proceeds of Collateral as provided herein and Access Capital (iiother than those specifically enumerated above) to indemnify and hold harmless the Collateral Trustee and each co-trustee and their affiliates and each and all of their respective directors, officers, partners, trustees, employees, attorneys and agents, on demand, in the amount ordinary course of such pro rata share, from and against any and all liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements referred to in this Agreement and/or incurred by the Collateral Trustee and each co-trustee business in connection with the execution, delivery, performance, preparation and administration performance of this Agreement or any other Security Document or the enforcement and protection of the rights of the Secured Parties, to the extent the same shall not have been paid or reimbursed by the Company or paid from the proceeds of Collateral as provided hereinits obligations hereunder. The agreements in this Section 8.9 8 shall survive repayment the termination of the Secured Obligations and all other amounts payable hereunder and under the other Secured Debt Documents and the removal or resignation of the Collateral Trusteethis Agreement.

Payment of Expenses and Taxes; Indemnification. The Company Borrower agrees (a) to pay or reimburse the Collateral Trustee Administrative Agent and WCM for all its reasonable fees, out-of-pocket costs and expenses incurred in connection with the development, preparation preparation, negotiation, printing and execution of, and any amendment, supplement or modification to, this Credit Agreement and the other Security 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 together with the reasonable fees, fees and disbursements and other charges of counsel to the Collateral TrusteeAdministrative Agent, (b) to pay or reimburse the Collateral Trustee each Lender and the other Credit Agreement Secured Parties Administrative Agent for all their reasonable its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Credit Agreement, the other Security Documents Notes and any such other documents, including including, without limitation, the fees, reasonable fees and disbursements and other charges of counsel to the Collateral Trustee Administrative Agent and to the other Credit Agreement Secured PartiesLenders (including reasonable allocated costs of in-house legal counsel), (c) on demand, to pay, indemnify, and hold harmless the Collateral Trusteeeach Lender, the other Secured Parties from Administrative Agent and WCM harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, paying stamp, excise and other similar taxes, if any, that 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 Security Credit Documents and any such other documents documents, and (d) to pay, indemnify indemnify, and hold harmless each Lender, the Collateral Trustee, each co-trustee Administrative Agent and the other Secured Parties WCM and their respective directors, officersAffiliates, employees, trustees officers and agents directors harmless from and against 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, whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Security Credit Documents and any such other documentsdocuments and the use, including any or proposed use, of proceeds of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law or any actual or alleged presence of Materials of Environmental Concern applicable to the operations Loans (all of the Company, any of its Subsidiaries or any of its property except in each case with respect to the costs and expenses of the type described in the foregoing clauses (a) and (b) (all the foregoing in this clause (d)foregoing, collectively, the “"indemnified liabilities”"); provided provided, however, that the Grantors Borrower shall not have no any obligation hereunder to the Collateral Trustee Administrative Agent, WCM, its Affiliates or any other Secured Party nor any of their respective directors, officers, employees and agents Lender with respect to indemnified liabilities arising from (i) the bad faith, gross negligence or willful misconduct of the party to be indemnified (in each case Administrative Agent, WCM, such Affiliate or such Lender, as determined by a final non-appealable order by a court of competent jurisdiction). By accepting the benefits of this Agreement, each of the holders of Secured Obligations (other than the Collateral Trustee) severally agrees (i) to pay and reimburse the Collateral Trustee and each co-trustee, on demand, in the amount of its pro rata share from time to time (based on the principal amount of the Secured Obligations of such Secured Party), of any reasonable fees and expenses referred to in this Agreement or any other Security Document securing Obligations owed to such Secured Parties and/or any other fees due to and expenses incurred by the Collateral Trustee and each co-trustee in connection with performance of its duties hereunder, the administration of any Security Document and the enforcement and protection of the rights of the Collateral Trustee and the Secured Parties which shall not have been paid or reimbursed by the Company or paid from the proceeds of Collateral as provided herein and (ii) to indemnify and hold harmless the Collateral Trustee and each co-trustee and their affiliates and each and all of their respective directors, officers, partners, trustees, employees, attorneys and agents, on demand, in the amount of such pro rata share, from and against any and all liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements referred to in this Agreement and/or incurred by the Collateral Trustee and each co-trustee in connection with the execution, delivery, performance, preparation and administration of this Agreement or any other Security Document or the enforcement and protection of the rights of the Secured Parties, to the extent the same shall not have been paid or reimbursed by the Company or paid from the proceeds of Collateral as provided herein. The agreements in this Section 8.9 9.5 shall survive repayment of the Secured Obligations Loans, Notes and all other amounts payable hereunder and under the other Secured Debt Documents and the removal or resignation of the Collateral Trusteehereunder.

Payment of Expenses and Taxes; Indemnification. The Company agrees Each Borrower agrees (a) to pay or reimburse the Collateral Trustee each Agent and Arranger for all its their costs and expenses reasonably incurred (but limited, in the case of legal fees and expenses of each Agent and Arrangers, to the reasonable fees, out-of-pocket costs charges and expenses incurred disbursements of one primary counsel for Agents and Arranger, taken as a whole, and, if deemed reasonably necessary by Administrative Agent, one local counsel to such Persons, taken as a whole, in any relevant jurisdiction) in connection with due diligence in respect of the transactions contemplated by this Agreement, the development, preparation and execution of, and any amendment, supplement supplement, or modification to, this Agreement and the other Security Documents Credit Documents, including in connection with an initial syndication, and any other documents prepared in connection herewith or therewith, and the consummation consummation, monitoring, oversight and administration of the transactions contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of counsel to the Collateral Trustee, (b) to pay or reimburse the Collateral Trustee each Lender and the other Credit Agreement Secured Parties each Agent for all their reasonable costs and expenses reasonably incurred (but limited, in the case of legal fees and expenses of each Lender and each Agent, to the reasonable fees, charges and disbursements of (i) a single primary counsel to Agents and Lenders, taken as a whole, (ii) a single local counsel to Agents and Lenders, taken as a whole, in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and (iii) in the event of any actual or potential conflict of interest, one additional counsel for each party subject to such conflict) in connection with the exercise, enforcement or preservation of any rights under this Agreement, the other Security Credit Documents and any such other documents, or in connection with the Loans made hereunder, including the feesall such costs and expenses incurred during any workout, disbursements and other charges restructuring or negotiations in respect of counsel to the Collateral Trustee and the other Credit Agreement Secured Partiessuch Loans, (c) to pay, indemnify, and hold harmless the Collateral Trustee, the other Secured Parties each Lender and Agents from any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxesOther Taxes, if any, 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 Security Credit Documents and any such other documents documents, (d) to pay or reimburse Administrative Agent for all reasonable fees, costs and expenses incurred in exercising its rights under Section 8.15 and (de) to pay, indemnify and hold harmless the Collateral Trusteeeach Lender, each co-trustee Arranger and the other Secured Parties Agents and their respective directors, officers, employees, trustees and agents Related Parties from and against any and all other liabilities, obligations, losses, damages, fines, fees, penalties, actions, judgments, suits, and reasonable costs, expenses or disbursements of any kind or nature whatsoever, including reasonable and documented fees, disbursements and other charges of counselcounsel (but limited, in the case of such fees, disbursements and other charges, to the reasonable fees, disbursements and other charges of (i) one primary counsel to all Indemnitees (taken as a whole), (ii) if deemed reasonably necessary by Agents, of a single local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for all such Indemnitees (taken as a whole) and (iii) solely in the case of an actual or potential conflict of interest, one additional counsel to each group of similarly situated affected Indemnitees in each applicable jurisdiction), with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Security Credit Documents and any such other documents, including any of the foregoing relating to a breach by any Credit Party of any representation or warranty in any Credit Document or the violation of, noncompliance with or liability under, any Environmental Law or any actual or alleged presence of Hazardous Materials of Environmental Concern applicable to the operations of the Companyeach Credit Party, any of its their respective Subsidiaries or any of its property except in each case with respect to the costs and expenses of the type described in the foregoing clauses (a) and (b) their Real Property (all the foregoing in this clause (d), collectively, the “indemnified liabilitiesIndemnified Liabilities”); provided that the Grantors Credit Parties shall not have no any obligation hereunder to the Collateral Trustee Agents, Arranger or any other Secured Party Lender nor any of their respective directors, officers, employees and agents Related Parties with respect to indemnified liabilities Indemnified Liabilities arising from (i) the bad faith, gross negligence or willful misconduct of the party to be indemnified (in each case as determined by a final and non-appealable order by decision of a court of competent jurisdiction). By accepting the benefits of this Agreement, each of the holders of Secured Obligations (other than the Collateral Trustee) severally agrees (i) to pay and reimburse the Collateral Trustee and each co-trustee, on demand, in the amount of its pro rata share from time to time (based on the principal amount of the Secured Obligations of such Secured Party), of any reasonable fees and expenses referred to in this Agreement or any other Security Document securing Obligations owed to such Secured Parties and/or any other fees due to and expenses incurred by the Collateral Trustee and each co-trustee in connection with performance of its duties hereunder, the administration of any Security Document and the enforcement and protection of the rights of the Collateral Trustee and the Secured Parties which shall not have been paid or reimbursed by the Company or paid from the proceeds of Collateral as provided herein and (ii) to indemnify and hold harmless the Collateral Trustee and each co-trustee and their affiliates and each and all of their respective directors, officers, partners, trustees, employees, attorneys and agents, on demand, in the amount of such pro rata share, from and against any and all liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements referred to in this Agreement and/or incurred by the Collateral Trustee and each co-trustee in connection with the execution, delivery, performance, preparation and administration of this Agreement or any other Security Document or the enforcement and protection of the rights of the Secured Parties, to the extent the same shall not have been paid or reimbursed by the Company or paid from the proceeds of Collateral as provided herein. The agreements in this Section 8.9 12.05 shall survive repayment of the Secured Obligations Loans and all other amounts payable hereunder and under termination of this Agreement. To the fullest extent permitted by Applicable Law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against any Lender, any Agent and their respective Related Parties, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, the Loans or the use of the proceeds thereof. None of the Lenders, Agents, Arranger or any of their respective Related Parties shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Secured Debt Credit Documents or the transactions contemplated hereby or thereby, except to the extent any such damages arose from the gross negligence or willful misconduct of such Lender, Agent, Arranger or Related Person as determined by a final and the removal or resignation non-appealable decision of the Collateral Trusteea court of competent jurisdiction.

Payment of Expenses and Taxes; Indemnification. The Company Each Borrower agrees (a) to pay or reimburse the Collateral Trustee Agents and Arranger for all its reasonable feestheir reasonable, out-of-pocket and documented costs and expenses incurred in connection with due diligence in respect of the transactions contemplated by this Agreement, the development, preparation and execution of, and any amendment, supplement supplement, or modification to, this Agreement and the other Security Documents Credit Documents, including in connection with an initial syndication, and any other documents prepared in connection herewith or therewith, and the consummation consummation, monitoring, oversight and administration of the transactions contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of counsel to retained by, or for the Collateral Trusteebenefit of, Agents, (b) to pay or reimburse the Collateral Trustee each Lender and the other Credit Agreement Secured Parties Agents for all their reasonable costs and expenses incurred in connection with the exercise, enforcement or preservation of any rights under this Agreement, the other Security Credit Documents and any such other documents, or in connection with the Loans made hereunder, including all such costs and expenses incurred during any workout, restructuring or negotiations in respect of such Loans, and including the reasonable fees, disbursements and other charges of counsel to each Lender and of counsel retained by or for the Collateral Trustee and the other Credit Agreement Secured Partiesbenefit of Agents, (c) to pay, indemnify, and hold harmless the Collateral Trusteeeach Lender, the other Secured Parties Arranger and Agents from any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxesOther Taxes, if any, 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 Security Credit Documents and any such other documents documents, (d) to pay or reimburse Administrative Agent and the Lenders for all reasonable fees, costs and expenses incurred in exercising its rights under Section 8.16 and (de) to pay, indemnify and hold harmless the Collateral Trusteeeach Lender, each co-trustee Arranger and the other Secured Parties Agents and their respective directors, officers, employees, trustees and agents Related Parties from and against any and all other liabilities, obligations, losses, damages, fines, fees, penalties, actions, judgments, suits, and reasonable costs, expenses or disbursements of any kind or nature whatsoever, including reasonable and documented fees, disbursements and other charges of counsel, with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Security Credit Documents and any such other documents, including any of the foregoing relating to a breach by any Credit Party of any representation or warranty in any Credit Document or the violation of, noncompliance with or liability under, any Environmental Law or any actual or alleged presence of Hazardous Materials of Environmental Concern applicable to the operations of the Companyeach Credit Party, any of its their respective Subsidiaries or any of its property except in each case with respect to the costs and expenses of the type described in the foregoing clauses (a) and (b) their Real Property (all the foregoing in this clause (de), collectively, the “indemnified liabilitiesIndemnified Liabilities”); provided that the Grantors Credit Parties shall not have no any obligation hereunder to the Collateral Trustee Agents, Arranger or any other Secured Party Lender nor any of their respective directors, officers, employees and agents Related Parties with respect to indemnified liabilities Indemnified Liabilities arising from (i) the bad faith, gross negligence or willful misconduct of the party to be indemnified (in each case as determined by a final and non-appealable order by decision of a court of competent jurisdiction). By accepting the benefits of this Agreement, each of the holders of Secured Obligations (other than the Collateral Trustee) severally agrees (i) to pay and reimburse the Collateral Trustee and each co-trustee, on demand, in the amount of its pro rata share from time to time (based on the principal amount of the Secured Obligations of such Secured Party), of any reasonable fees and expenses referred to in this Agreement or any other Security Document securing Obligations owed to such Secured Parties and/or any other fees due to and expenses incurred by the Collateral Trustee and each co-trustee in connection with performance of its duties hereunder, the administration of any Security Document and the enforcement and protection of the rights of the Collateral Trustee and the Secured Parties which shall not have been paid or reimbursed by the Company or paid from the proceeds of Collateral as provided herein and (ii) to indemnify and hold harmless the Collateral Trustee and each co-trustee and their affiliates and each and all of their respective directors, officers, partners, trustees, employees, attorneys and agents, on demand, in the amount of such pro rata share, from and against any and all liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements referred to in this Agreement and/or incurred by the Collateral Trustee and each co-trustee in connection with the execution, delivery, performance, preparation and administration of this Agreement or any other Security Document or the enforcement and protection of the rights of the Secured Parties, to the extent the same shall not have been paid or reimbursed by the Company or paid from the proceeds of Collateral as provided herein. The agreements in this Section 8.9 12.05 shall survive repayment of the Secured Obligations Loans and all other amounts payable hereunder and under termination of this Agreement. To the fullest extent permitted by Applicable Law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against any Lender, any Agent and their respective Related Parties, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, the Loans or the use of the proceeds thereof. None of the Lenders, Agents, Arranger or any of their respective Related Parties shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Secured Debt Credit Documents and or the removal transactions contemplated hereby or resignation thereby other than solely to the extent such liability results from such Lender, Agent, Arranger or Related Party’s violation of the Collateral TrusteeSection 12.16.

Payment of Expenses and Taxes; Indemnification. The Company Borrower agrees (a) to pay or reimburse the Collateral Trustee Agent for all its reasonable fees, out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement Agreement, the Notes and the other Security 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 including, without limitation, the reasonable fees, fees and disbursements and other charges of counsel to the Collateral TrusteeAgent, (b) to pay or reimburse the Collateral Trustee Agent and the other Credit Agreement Secured Parties each Lender for all their reasonable its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the Notes, the other Security Loan Documents and any such other documents, including including, without limitation, the fees, fees and disbursements and other charges of counsel to the Collateral Trustee Agent and the other Credit Agreement Secured Partieseach Lender, and (c) to pay, indemnify, and indemnify and hold harmless the Collateral TrusteeAgent and each Lender from, the other Secured Parties from any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, that 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 Notes, the other Security Loan Documents and any such other documents documents, and (d) to pay, and indemnify and hold harmless the Collateral Trustee, Agent and each co-trustee and the other Secured Parties and Lender (including each of their respective directorsparents, subsidiaries, officers, directors, employees, trustees agent and agents affiliates) from and against against, any and all other claims, demands, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, settlements, expenses or disbursements of any whatever kind or nature whatsoeverarising from, including reasonable and documented fees, disbursements and other charges of counsel, in connection with or with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the Notes, the other Security Loan Documents, the Acquisition Documents and or any such other documents, including any documents or the use of the foregoing relating to proceeds of the violation of, noncompliance with or liability under, any Environmental Law Loans or any actual or alleged presence of Materials of Environmental Concern applicable to the operations of the Company, any of its Subsidiaries or any of its property except in each case with respect to the costs and expenses of the type described in the foregoing clauses (a) and (b) other purpose (all the foregoing in this clause (d), collectively, the “"indemnified liabilities”"); provided that the Grantors Borrower shall not have no any obligation hereunder to the Collateral Trustee Agent or any other Secured Party nor any of their respective directors, officers, employees and agents the Lenders with respect to indemnified liabilities arising from (i) the bad faith, gross negligence or willful misconduct of the party to be indemnified (in each case as determined by a final non-appealable order by a court of competent jurisdiction). By accepting the benefits of this Agreement, each of the holders of Secured Obligations (other than the Collateral Trustee) severally agrees (i) to pay and reimburse the Collateral Trustee and each co-trustee, on demand, in the amount of its pro rata share from time to time (based on the principal amount of the Secured Obligations of Agent or such Secured Party), of any reasonable fees and expenses referred to in this Agreement or any other Security Document securing Obligations owed to such Secured Parties and/or any other fees due to and expenses incurred by the Collateral Trustee and each co-trustee in connection with performance of its duties hereunder, the administration of any Security Document and the enforcement and protection of the rights of the Collateral Trustee and the Secured Parties which shall not have been paid or reimbursed by the Company or paid from the proceeds of Collateral as provided herein and (ii) to indemnify and hold harmless the Collateral Trustee and each co-trustee and their affiliates and each and all of their respective directors, officers, partners, trustees, employees, attorneys and agents, on demand, in the amount of such pro rata share, from and against any and all liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements referred to in this Agreement and/or incurred by the Collateral Trustee and each co-trustee in connection with the execution, delivery, performance, preparation and administration of this Agreement or any other Security Document or the enforcement and protection of the rights of the Secured Parties, to the extent the same shall not have been paid or reimbursed by the Company or paid from the proceeds of Collateral as provided hereinLender. The agreements in this Section 8.9 9.5 shall survive repayment of the Secured Obligations and all other amounts payable hereunder and under the other Secured Debt Documents and the removal or resignation of the Collateral Trusteehereunder.

Payment of Expenses and Taxes; Indemnification. The Company agrees Borrower agrees, (a) to pay or reimburse the Collateral Trustee Agents and Arranger for all its their reasonable fees, out-of-pocket costs and expenses incurred in connection with due diligence in respect of the transactions contemplated by this Agreement, the development, preparation and execution of, and any amendment, supplement supplement, or modification to, this Agreement and the other Security Documents Credit Documents, including in connection with an initial syndication, and any other documents prepared in connection herewith or therewith, and the consummation consummation, monitoring, oversight and administration of the transactions contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of counsel to retained by, or for the Collateral Trusteebenefit of, the Agents, (b) to pay or reimburse the Collateral Trustee each Lender and the other Credit Agreement Secured Parties Agents for all their reasonable out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Security Credit Documents and any such other documents, or in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans, and including the reasonable fees, disbursements and other charges of counsel to each Lender and of counsel retained by or for the Collateral Trustee and benefit of the other Credit Agreement Secured PartiesAgents, (c) to pay, indemnify, and hold harmless each Lender and the Collateral Trustee, the other Secured Parties Agents from any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxesOther Taxes, if any, 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 Security Credit Documents and any such other documents documents, (d) to pay or reimburse the Collateral Agent for all reasonable fees, costs and expenses incurred in exercising its rights under Section 8.16 and (de) to pay, indemnify and hold harmless the Collateral Trusteeeach Lender, each co-trustee Arranger and the other Secured Parties Agents and their respective directors, officers, employees, trustees and agents Related Parties from and against any 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 and documented fees, disbursements and other charges of counsel, with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Security 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 of Environmental Concern applicable to the operations of the Companyeach Credit Party, any of its their respective Subsidiaries or any of its property except in each case with respect to the costs and expenses of the type described in the foregoing clauses (a) and (b) their Real Property (all the foregoing in this clause (de), collectively, the “indemnified liabilitiesIndemnified Liabilities”); provided that the Grantors Credit Parties shall not have no any obligation hereunder to the Collateral Trustee Agents, Arranger or any other Secured Party Lender nor any of their respective directors, officers, employees and agents Related Parties with respect to indemnified liabilities arising from 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 of the party to be indemnified or (in each case as determined by y) a final non-appealable order by a court of competent jurisdiction). By accepting the benefits of this Agreement, each of the holders of Secured Obligations (other than the Collateral Trustee) severally agrees (i) to pay and reimburse the Collateral Trustee and each co-trustee, on demand, in the amount of its pro rata share from time to time (based on the principal amount of the Secured Obligations material breach of such Secured Party)he Agent’s, of Arranger’s, any reasonable fees and expenses referred to in this Agreement Lender’s, or any other Security Document securing Obligations owed to such Secured Parties and/or of their Related Parties’ obligations hereunder or under any other fees due to and expenses incurred by the Collateral Trustee and each co-trustee in connection with performance of its duties hereunder, the administration of any Security Credit Document and the enforcement and protection of the rights of the Collateral Trustee and the Secured Parties which shall not have been paid or reimbursed by the Company or paid from the proceeds of Collateral as provided herein and (ii) with respect to indemnify and hold harmless any dispute solely among or between the Collateral Trustee and each co-trustee and their affiliates and each and all Agents, Arranger, any Lender, or any of their respective directors, officers, partners, trustees, employees, attorneys and agents, on demand, in the amount Related Parties that does not arise out of such pro rata share, from and against any and all liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses act or disbursements referred to in this Agreement and/or incurred by the Collateral Trustee and each co-trustee in connection with the execution, delivery, performance, preparation and administration omission of this Agreement any Credit Party or any other Security Document or the enforcement and protection of the rights of the Secured Parties, to the extent the same shall not have been paid or reimbursed by the Company or paid from the proceeds of Collateral as provided hereinits Subsidiaries. The agreements in this Section 8.9 12.05 shall survive repayment of the Secured Obligations Loans and all other amounts payable hereunder and under termination of this Agreement. The indemnification provisions of this Section 12.05 shall not apply with respect to Taxes other than Taxes that represent losses, claims and damages arising from a non-Tax loss, claim or damage and Other Taxes. To the fullest extent permitted by Applicable Law, neither any Agent, Lender or Credit Party shall assert, and each Agent, Lender and Credit Party hereby waives, any claim against any such other party and their respective Related Parties, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, the Loans or the use of the proceeds thereof. No Lender, Arranger, Agent nor any of their respective Related Parties shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Secured Debt Credit Documents and or the removal transactions contemplated hereby or resignation of the Collateral Trusteethereby.

Payment of Expenses and Taxes; Indemnification. The Company agrees Borrower agrees, (a) to pay or reimburse the Collateral Trustee Agents for all its their reasonable fees, and documented out-of-pocket costs and expenses incurred in connection with due diligence in respect of the transactions contemplated by this Agreement, the development, preparation and execution of, and any amendment, supplement supplement, or modification to, this Agreement and the other Security Documents Credit Documents, including in connection with an initial syndication, and any other documents prepared in connection herewith or therewith, and the consummation consummation, monitoring, oversight and administration (for the avoidance of doubt, whether performed directly by the Agents or by the Servicer) of the transactions contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of counsel to the Collateral Trustee, Agents; (b) to pay or reimburse the Collateral Trustee each Lender and the other Credit Agreement Secured Parties Agents for all their reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Security Credit Documents and any such other documents, or in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans, and including the reasonable fees, disbursements and other charges of counsel to each Lender and of counsel to the Collateral Trustee and the other Credit Agreement Secured PartiesAgents, (c) to pay, indemnify, and hold harmless each Lender and the Collateral Trustee, the other Secured Parties Agents from any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxesOther Taxes, if any, 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 Security Credit Documents and any such other documents documents, (d) to pay or reimburse Collateral Agent for all reasonable fees, costs and expenses incurred in exercising its rights under Section 8.16 and (de) to pay, indemnify and hold harmless the Collateral Trustee, each co-trustee Lender and the other Secured Parties Agents and their respective directors, officers, employees, trustees and agents Related Parties from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, and reasonable and documented (to the extent available) reasonable out-of-pocket costs, expenses or disbursements of any kind or nature whatsoever, including reasonable and documented (to the extent available) fees, disbursements and other charges of counsel, with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Security 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 of Environmental Concern applicable to the operations of the Companyeach Credit Party, any of its their respective Subsidiaries or any of its property except in each case with respect to the costs and expenses of the type described in the foregoing clauses (a) and (b) their Real Property (all the foregoing in this clause (de), collectively, the “indemnified liabilitiesIndemnified Liabilities”); provided that the Grantors Credit Parties shall not have no any obligation hereunder to the Collateral Trustee Agents or any other Secured Party Lender nor any of their respective directors, officers, employees and agents Related Parties with respect to indemnified liabilities Indemnified Liabilities arising from (i) the bad faith, gross negligence or willful misconduct of the party to be indemnified (in each case as determined by a final and non-appealable order by decision of a court of competent jurisdiction). By accepting the benefits of this Agreement, each of the holders of Secured Obligations (other than the Collateral Trustee) severally agrees (i) to pay and reimburse the Collateral Trustee and each co-trustee, on demand, in the amount of its pro rata share from time to time (based on the principal amount of the Secured Obligations of such Secured Party), of any reasonable fees and expenses referred to in this Agreement or any other Security Document securing Obligations owed to such Secured Parties and/or any other fees due to and expenses incurred by the Collateral Trustee and each co-trustee in connection with performance of its duties hereunder, the administration of any Security Document and the enforcement and protection of the rights of the Collateral Trustee and the Secured Parties which shall not have been paid or reimbursed by the Company or paid from the proceeds of Collateral as provided herein and (ii) to indemnify and hold harmless the Collateral Trustee and each co-trustee and their affiliates and each and all of their respective directors, officers, partners, trustees, employees, attorneys and agents, on demand, in the amount of such pro rata share, from and against any and all liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements referred to in this Agreement and/or incurred by the Collateral Trustee and each co-trustee in connection with the execution, delivery, performance, preparation and administration of this Agreement or any other Security Document or the enforcement and protection of the rights of the Secured Parties, to the extent the same shall not have been paid or reimbursed by the Company or paid from the proceeds of Collateral as provided herein. The agreements in this Section 8.9 12.05 shall survive repayment of the Secured Obligations Loans and all other amounts payable hereunder and under termination of this Agreement. To the fullest extent permitted by Applicable Law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against any Lender, any Agent and their respective Related Parties, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, the Loans or the use of the proceeds thereof. No Lender, no Agent nor any of their respective Related Parties shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Secured Debt Credit Documents or the transactions contemplated hereby or thereby. [***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and the removal or resignation Exchange Commission pursuant to Rule 24b-2 of the Collateral TrusteeSecurities Exchange Act of 1934, as amended.