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

Payment of Expenses and Taxes; Indemnification. The Borrower agrees (a) to pay or reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, printing and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, together with the reasonable fees and disbursements of counsel to the Administrative Agent, (b) to pay or reimburse each Lender and the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the Notes and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent and to the Lenders (including reasonable allocated costs of in-house legal counsel), and (c) on demand, to pay, indemnify, and hold each Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, the Credit Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and the Administrative Agent and their Affiliates (each an "Indemnified Party") harmless from and ----------------- against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, even if instigated by a Credit Party, with respect to the execution, delivery, enforcement, performance and administration of the Credit Documents and any such other documents and the use, or proposed use, of proceeds of the Loans (all of the foregoing, collectively, the "indemnified liabilities"); provided, however, that the Borrower shall not ----------------------- -------- ------- have any obligation hereunder to the Administrative Agent or any Lender with respect to indemnified liabilities arising from the gross negligence or willful misconduct of the Administrative Agent or any such Lender, as determined by a court of competent jurisdiction. The agreements in this Section 9.5 shall survive repayment of the Loans, Notes and all other amounts payable hereunder.

Payment of Expenses and Taxes; Indemnification. The Borrower agrees shall (a) to promptly upon written request, pay or reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, printing preparation and execution of, and any amendment, supplement or modification to, this Agreement Agreement, the Notes and the other Credit Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, together with including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent, (b) to pay or reimburse each Lender and the Administrative Agent and each Lender for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the Notes Notes, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent and to the Lenders (including reasonable allocated costs of in-house legal counsel)each Lender, and (c) on demand, to pay, indemnify, indemnify and hold each Lender and harmless the Administrative Agent harmless 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 taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the Credit Notes, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and indemnify and hold each Lender and harmless the Administrative Agent and each Lender (including each of their Affiliates (each an "Indemnified Party"respective parents, subsidiaries, officers, directors, employees, agents and affiliates) harmless from and ----------------- 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, even if instigated by a Credit Party, in connection with or with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the Credit Documents and Notes, the other Loan Documents, or any such other documents and or the use, or proposed use, use of the proceeds of the Loans or any other purpose (all of the foregoingforegoing in this clause (d), collectively, the "indemnified liabilities"); provided, however, provided that the Borrower shall not ----------------------- -------- ------- have any obligation hereunder to the Administrative Agent or any Lender with respect to indemnified liabilities arising from the gross negligence or willful misconduct of the Administrative Agent or any such that Lender, as determined by a court of competent jurisdiction. The agreements in this Section 9.5 shall survive repayment of the Loans, Notes and all other amounts payable Obligations hereunder.

Payment of Expenses and Taxes; Indemnification. The Each Borrower agrees agrees (a) to pay or reimburse the Administrative Agent for such Borrower’s Applicable Percentage of all its the Administrative Agent’s reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, printing preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, together with including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent, (b) to pay or reimburse each Lender and the Administrative Agent for such Borrower’s Applicable Percentage of all its such Lender’s and the Administrative Agent’s costs and expenses reasonably incurred in connection with the enforcement or preservation of any rights under this Agreement, the Notes other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to each Lender and of counsel to the Administrative Agent and any advisor (of the type contemplated by any Loan Document to be engaged by the Lenders (including reasonable allocated costs of in-house legal counsel)Administrative Agent) retained by the Administrative Agent, and (c) on demand, to pay, indemnify, and hold each Lender and the Administrative Agent harmless from, such Borrower’s Applicable Percentage of any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the Credit other Loan Documents and any such other documents, and (d) to payindemnify and hold the Administrative Agent, indemnifythe Joint Lead Arrangers, each Issuing Bank and each Lender, their respective affiliates, and hold each Lender and the Administrative Agent their and their Affiliates affiliates’ respective officers, directors, trustees, advisors, employees, agents and controlling persons, (each each, an "Indemnified Party"“indemnified person”) harmless from and ----------------- against, against such Borrower’s Applicable Percentage of any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suitsclaims, penalties, costs, expenses or disbursements of any kind or nature whatsoeverwhatsoever arising out of (i) claims, even if instigated by a Credit Partyactions, suits or proceedings with respect to the execution, delivery, enforcement, performance and administration of this Agreement or the Credit Documents and any such other documents and use of the use, or proposed use, of proceeds of the Loans Extensions of Credit or (ii) any actual or alleged presence or release of Materials of Environmental Concern on or from any property currently or formerly owned or operated by the Company or any of its Subsidiaries, or any violation of or liability under Environmental Laws related in any way to the Company or any of its Subsidiaries (all of the foregoing, collectively, the "“indemnified liabilities"”); provided, however, provided that the Borrower Borrowers shall not ----------------------- -------- ------- have any no obligation hereunder to the Administrative Agent or any Lender indemnified person with respect to indemnified liabilities arising from (A) the gross negligence or willful misconduct of the Administrative Agent such indemnified person or any such Lenderaffiliate, as determined officer, director, trustee, advisor, employee, agent or controlling person thereof, (B) any claim brought by a court Borrower against an indemnified person for such indemnified person’s bad faith breach of competent jurisdictionits obligations under any Loan Document or (C) legal proceedings commenced against such indemnified person by any security holder or creditor thereof arising out of and based upon rights afforded any such security holder or creditor solely in its capacity as such. The agreements in this Section 9.5 subsection shall survive repayment of the Loans, Notes Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes; Indemnification. The Borrower agrees (a) to pay (i) Pay or reimburse the Administrative Agent each Holder and each beneficial holder for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, printing and execution of, and any amendment, supplement or modification to, this Agreement Indenture and the other Credit Indenture Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and therebythereby (including the Transactions), together with the reasonable fees and disbursements of counsel to the Administrative AgentHolders, (bii) to pay or reimburse each Lender and the Administrative Agent Holder for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this AgreementIndenture, the Notes Securities and any such other documents, including, including without limitation, limitation the reasonable fees and disbursements of counsel to the Administrative Agent and to the Lenders Holders (including reasonable allocated costs of in-in house legal counsel), and (ciii) on demand, to pay, indemnify, and hold each Lender Holder and the Administrative Agent each beneficial holder harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, paying stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation consummation, administration or administration enforcement of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, the Credit Indenture Documents and any such other documents, and (div) subject to the foregoing, pay, indemnify, and hold each Lender Holder and the Administrative Agent each beneficial holder and each of their Affiliates respective Affiliates, employees, agents, officers and directors (each an "“Indemnified Party"Person”) 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, even if instigated by a Credit Party, whatsoever with respect to the execution, delivery, enforcement, performance and or administration of the Credit Indenture Documents and or any such other documents and the use, or proposed use, of proceeds of the Loans Securities or otherwise relating in any way to any of the foregoing and the negotiation and consummation of the Transactions and the Debt Restructuring (all of the foregoing, collectively, the "indemnified liabilities"“Indemnified Liabilities”); providedprovided that with respect to clause (iv), however, that the Borrower Company shall not ----------------------- -------- ------- have any obligation hereunder to the Administrative Agent or any Lender Indemnified Person with respect to indemnified liabilities Indemnified Liabilities arising from the gross negligence or willful misconduct of the Administrative Agent or any such LenderIndemnified Person, as determined in a final, non-appealable judgment by a court of competent jurisdiction; provided further that, with respect to each of clauses (i), (ii) and (iv), the Company shall not be responsible for fees and disbursements of more than one firm of counsel and one financial advisor to the Holders and beneficial holders (or one firm of counsel and one financial advisor for each series of Securities if there shall be a bona fide conflict of interest between or among Holders or beneficial holders of different series of Securities), in addition to any local or special counsel. (b) Defend, indemnify and hold harmless the Indemnified Persons from and against any and all claims (including claims of third parties), demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature known or unknown, contingent or otherwise, arising out of, or in any way relating to the violation or alleged violation of, noncompliance or alleged noncompliance with, or liability under, any Environmental Law applicable to the operations of the Company or any of its Subsidiaries, the Properties or any other location, or any orders, requirements or demands of Governmental Authorities related thereto, including reasonable attorney’s and consultant’s fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor, as determined by a final and non-appealable decision of a court of competent jurisdiction. Without limiting the foregoing, and to the extent permitted by applicable law, the Company agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnified Persons. (c) The agreements in this Section 9.5 5.17 shall survive repayment of the Loans, Notes Securities and all other amounts payable hereunder.

Payment of Expenses and Taxes; Indemnification. The Borrower agrees agrees (a) to pay or reimburse the Administrative Agent and WCM for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, printing and execution of, and any amendment, supplement or modification to, this Credit Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, together with the reasonable fees and disbursements of counsel to the Administrative Agent, (b) to pay or reimburse each Lender and the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Credit Agreement, the Notes and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent and to the Lenders (including reasonable allocated costs of in-house legal counsel), and (c) on demand, to pay, indemnify, and hold each Lender and Lender, the Administrative Agent and WCM harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, paying stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, the Credit Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and Lender, the Administrative Agent and WCM and their Affiliates (each an "Indemnified Party") Affiliates, employees, officers and directors harmless from and ----------------- against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, even if instigated by a Credit Party, whatsoever with respect to the execution, delivery, enforcement, performance and administration of the Credit Documents and any such other documents and the use, or proposed use, of proceeds of the Loans (all of the foregoing, collectively, the "“indemnified liabilities"”); provided, however, that the Borrower shall not ----------------------- -------- ------- have any obligation hereunder to the Administrative Agent Agent, WCM or any Lender with respect to indemnified liabilities arising from the gross negligence or willful misconduct of the Administrative Agent Agent, WCM or any such Lender, as determined by a court of competent jurisdiction. The agreements in this Section 9.5 shall survive repayment of the Loans, Notes and all other amounts payable hereunder.

Payment of Expenses and Taxes; Indemnification. The Borrower agrees Grantors shall pay such compensation to the Collateral Agent as the Company and Collateral Agent may agree in writing from time to time. Notwithstanding that the Collateral Agent is appointed by and acting for and at the direction of the Secured Parties, the Grantors jointly and severally agree (a) to pay or reimburse the Administrative Collateral Agent for all its documented fees and reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, printing preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Security Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, together with including the reasonable fees and disbursements of external counsel and agents appointed pursuant to Section 5.2 to the Administrative Collateral Agent, 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 each Lender and the Administrative Collateral Agent for all of its costs and expenses incurred in connection with the enforcement or preservation of any its rights under this Agreement, the Notes other Security Documents and any such other documents, including, without limitation, including the reasonable fees and disbursements of counsel to the Administrative Agent and to the Lenders (including reasonable allocated costs of in-house legal counsel)Collateral Agent, and (c) on demand, to pay, indemnify, defend and hold each Lender and harmless the Administrative Collateral Agent harmless from, from any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, which that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, of or any waiver or consent under or in respect of, this Agreement, the Credit other Security Documents and any such other documents, and (d) to pay, indemnify, defend and hold each Lender and harmless the Administrative Collateral Agent and their Affiliates (each an "Indemnified Party") harmless its directors, officers, employees, trustees, representatives and agents 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, even if instigated by a Credit Partyincluding reasonable and documented fees, disbursements and other charges of counsel and agents appointed pursuant to Section 5.2, with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the Credit other Security Documents and any such other documents and the usedocuments, or proposed use, of proceeds including any of the Loans foregoing relating to the violation of, noncompliance with or liability under, any environmental laws (all of the foregoingforegoing in this clause (d), collectively, the "“indemnified liabilities"”); provided, however, provided that the Borrower Grantors shall not ----------------------- -------- ------- have any no obligation hereunder to the Administrative Collateral Agent or nor any Lender of its directors, officers, employees, trustees, representatives and agents with respect to indemnified liabilities arising from the gross negligence or willful misconduct of the Administrative Agent or any such Lender, party to be indemnified (in each case as determined by a final non-appealable order by a court of competent jurisdiction). The agreements in this Section 9.5 7.7 shall survive repayment of the Loans, Notes Secured Obligations and all other amounts payable hereunderhereunder and under the other Second Lien Debt Documents and the termination of this Agreement or the removal or resignation of the Collateral Agent.

Payment of Expenses and Taxes; Indemnification. The Borrower agrees agrees (a) to pay or reimburse the Administrative Agent and Arranger for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, printing and execution of, and any amendment, supplement or modification to, this Credit Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, together with the reasonable fees and disbursements of counsel to the Administrative Agent, (b) to pay or reimburse each Lender and the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Credit Agreement, the Notes and any such other documents, including, without limitation, including the reasonable fees and disbursements of counsel to the Administrative Agent and to the Lenders (including reasonable allocated costs of in-house legal counsel), and (c) on demand, to pay, indemnify, and hold each Lender and Lender, the 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, 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, the Credit Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and Lender, the Administrative Agent and Arranger and their Affiliates (Affiliates, and each an "Indemnified Party") of their respective partners, directors, officers, employees, agents and advisors, 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, even if instigated by a Credit Party, whatsoever with respect to the execution, delivery, enforcement, performance and administration of the Credit Documents and any such other documents and the use, or proposed use, of proceeds of the Loans (all of the foregoing, collectively, the "indemnified liabilities"); provided, however, that the Borrower shall not ----------------------- -------- ------- have any obligation hereunder to the Administrative Agent Agent, the Arranger or any Lender or their Affiliates with respect to indemnified liabilities arising from the bad faith, gross negligence or willful misconduct of the Administrative Agent Agent, Arranger or any such LenderLender or their Affiliates, as determined by a court of competent jurisdiction. The agreements in this Section 9.5 shall survive repayment of the Loans, Notes and all other amounts payable hereunder.

Payment of Expenses and Taxes; Indemnification. The Borrower agrees agrees (a) to pay or reimburse the Arranger, the Administrative Agent and the Collateral Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the arrangement and syndication of the credit facilities provided for herein, any due diligence related hereto (including without limitation any evaluation of collateral), the development, preparation, negotiation, printing preparation and execution of, and any amendment, supplement or modification to, this Agreement Agreement, the Notes and the other Credit Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, together with including, without limitation, the reasonable fees and disbursements of external counsel to the Arranger, the Administrative Agent and the Collateral Agent, (b) to pay or reimburse the Administrative Agent, the Collateral Agent and each Lender and the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the Notes Notes, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel (including allocated costs of internal counsel) to the Administrative Agent, the Collateral Agent and to the Lenders each Lender, (including reasonable allocated costs of in-house legal counsel), and (cd) on demand, to pay, indemnify, and indemnify and hold harmless the Administrative Agent, the Collateral Agent, each Lender from, any and the Administrative Agent harmless fromall present or future stamp, documentary or excise taxes or similar charges, any and all recording and filing fees fees, and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if anythereto, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or payment under, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the Credit Notes, the other Loan Documents and any such other documents, and (de) to pay, indemnify, and indemnify and hold harmless the Administrative Agent, the Collateral Agent, each Lender (including each of their respective parents, subsidiaries, officers, directors, employees, agents, trustees and the Administrative Agent and their Affiliates attorneys-in-fact) (each such Person being called an "Indemnified PartyINDEMNITEE") harmless from and ----------------- 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, even if instigated by a Credit Party, in connection with or with respect to (i) the executionexecution or delivery of any Loan Document or any agreement or instrument contemplated hereby, delivery, enforcement, the performance and administration by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the Credit Documents and Transactions or any such other documents and transactions contemplated thereby, (ii) any Loan or the useuse of the proceeds therefrom, (iii) any actual or alleged presence or release of Materials of Environmental Concern on or from any property owned or operated by the Borrower or any of its Subsidiaries, or proposed use60 any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, of proceeds of the Loans or (all iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto (all the foregoing in this clause (e), collectively, the "indemnified liabilitiesINDEMNIFIED LIABILITIES"); providedPROVIDED that such indemnity shall not, howeveras to any Indemnitee, that the Borrower shall not ----------------------- -------- ------- have any obligation hereunder be available to the Administrative Agent or any Lender with respect to extent that such indemnified liabilities arising from the gross negligence or willful misconduct of the Administrative Agent or any such Lender, as are determined 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). To the extent permitted by applicable law, each party hereto agrees not to assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or the use of the proceeds thereof. The agreements in this Section SECTION 9.5 supercede the reimbursement and indemnification provisions in the Commitment Letter, and shall survive repayment of the Loans, Notes and all other amounts payable Obligations hereunder.

Payment of Expenses and Taxes; Indemnification. The Borrower and each other Loan Party agrees : (a) to pay or reimburse the Administrative Agent Agents for all its their reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, printing 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 Credit Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, together with including the reasonable fees fees, disbursements and disbursements other charges of external counsel to the Administrative AgentAgents, whether or not the Closing Date occurs; (b) to pay or reimburse the Agents and each Lender and the Administrative Agent for all its their reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the Notes other Loan Documents and any such other documents, including, without limitation, including the reasonable fees fees, disbursements and disbursements other charges of internal and external counsel to the Administrative Agent agents and internal and external counsel to the Lenders (including reasonable allocated costs of in-house legal counsel), and each Lender; (c) on demand, to pay, indemnify, and hold harmless the Agents and each Lender and the Administrative Agent harmless from, from any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxesOther Taxes, if any, which that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the Credit other Loan Documents and any such other documents, and ; (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 (e) to pay, indemnifyindemnify and hold harmless the Agents, each Lender, each other Secured Party, and hold the respective Related Parties of each Lender and the Administrative Agent and their Affiliates (each an "Indemnified Party") harmless of them, from and ----------------- against, 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, even if instigated by a Credit Partyincluding 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 Credit other Loan Documents and any such other documents and the usedocuments, or proposed use, of proceeds including any of the Loans foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law or any actual or alleged presence of Hazardous Materials applicable to the operations of each Loan Party, any of its Subsidiaries or any of their Real Property (all of the foregoingforegoing in this clause (e), collectively, the "indemnified liabilities"“Indemnified Liabilities”); provided, however, that the Borrower Loan Parties shall not ----------------------- -------- ------- have any no obligation hereunder to the Administrative Agent Agents, any Lender, any other Secured Party, or any Lender with respect to indemnified liabilities Related Parties of any of them, for Indemnified Liabilities arising from the gross negligence or willful misconduct of the Administrative Agent or any such Lenderparty to be indemnified, as determined by a final, non-appealable order of a court of competent jurisdiction. The agreements in this Section 9.5 11.05 shall survive repayment of the Loans, Notes Term Loans and all other amounts payable hereunderhereunder and 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 Loan Documents or the transactions contemplated hereby or thereby, in the absence of the willful 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 Borrower agrees agrees (a) to pay or reimburse each of (i) the Administrative Agent, (ii) the Collateral Agent and (iii) solely with respect to the amendment and restatement effected on the Closing Date, in an aggregate amount not to exceed $25,000 for all of the Lenders, the Lenders, in each case for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, printing preparation and execution of, and any amendment, supplement or modification to, this Agreement Agreement, the Notes and the other Credit Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, together with including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent and the Collateral Agent, (b) to pay or reimburse the Administrative Agent, the Collateral Agent and each Lender and the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the Notes Notes, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel (including allocated costs of internal counsel) to the Administrative Agent, the Collateral Agent and to the Lenders (including reasonable allocated costs of in-house legal counsel)each Lender, and (c) on demand, to pay, indemnify, and indemnify and hold harmless the Administrative Agent, the Collateral Agent and each Lender from, any and the Administrative Agent harmless fromall present or future stamp, documentary or excise taxes or similar charges, any and all recording and filing fees fees, and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if anythereto, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or payment under, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the Credit Notes, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and indemnify and hold harmless the Administrative Agent, the Collateral Agent and each Lender (including each of their respective parents, subsidiaries, officers, directors, employees, agents and the Administrative Agent and their Affiliates (each an "Indemnified Party"affiliates) harmless from and ----------------- 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, even if instigated by a Credit Party, in connection with or with respect to (i) the execution, delivery, enforcement, performance and administration of this Agreement, the Credit Documents and any such Notes, the other documents and the useLoan Documents, or any other documents, (ii) the proposed use, or actual use of the proceeds of the Loans or (iii) any other Transaction or any transaction or document related thereto or in connection therewith (all of the foregoingforegoing in this clause (d), collectively, the "“indemnified liabilities"”); provided, however, provided that the Borrower shall not ----------------------- -------- ------- have any obligation hereunder to the Administrative Agent or any Lender with respect to indemnified liabilities arising from the gross negligence or willful misconduct of the Administrative Agent, the Collateral Agent or any such Lender, as determined by a court of competent jurisdiction. The agreements in this Section 9.5 shall survive repayment of the Loans, Notes and all other amounts payable Obligations hereunder.

Payment of Expenses and Taxes; Indemnification. The Borrower agrees agrees (a) to pay or reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, printing preparation and execution of, and any amendment, supplement or modification to, this Agreement Agreement, the Notes and the other Credit Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, together with including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent, (b) to pay or reimburse the Agent and each Lender and the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the Notes Notes, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent and to the Lenders (including reasonable allocated costs of in-house legal counsel)each Lender, and (c) on demand, to pay, indemnify, and indemnify and hold harmless the Agent and each Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the Credit Notes, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and indemnify and hold harmless the Agent and each Lender (including each of their respective parents, subsidiaries, officers, directors, employees, agent and the Administrative Agent and their Affiliates (each an "Indemnified Party"affiliates) harmless from and ----------------- 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, even if instigated by a Credit Party, in connection with or with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the Credit Notes, the other Loan Documents, the Acquisition Documents and or any such other documents and or the use, or proposed use, use of the proceeds of the Loans or any other purpose (all of the foregoingforegoing in this clause (d), collectively, the "indemnified liabilities"); provided, however, provided that the Borrower shall not ----------------------- -------- ------- have any obligation hereunder to the Administrative Agent or any Lender the Lenders with respect to indemnified liabilities arising from the gross negligence or willful misconduct of the Administrative Agent or any such Lender, as determined by a court of competent jurisdiction. The agreements in this Section 9.5 shall survive repayment of the Loans, Notes and all other amounts payable Obligations hereunder.

Payment of Expenses and Taxes; Indemnification. The Borrower agrees (a) to The Borrower shall (i) pay or reimburse the Administrative Agent for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, printing and execution of, and any amendment, supplement or modification toto this Agreement, this Agreement and the other Credit Documents Notes and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and therebyincluding, together with without limitation, the reasonable fees and documented fees, disbursements and other charges of New York counsel and Mexican counsel to the Administrative Agent, (bii) to pay or reimburse each Lender and for all documented out-of-pocket expenses of the Administrative Agent for all its costs and expenses the Lenders incurred in connection with the enforcement or preservation of any rights under this Agreement, the Notes Notes, and any such other related documents, including, without limitation, the reasonable fees and disbursements of counsel to each Lender and of counsel to the Administrative Agent Agent, (iii) pay or reimburse the Joint Bookrunners for all of their reasonable and documented out-of-pocket costs incurred in connection with this Agreement and the Notes, up to an amount not to exceed in the Lenders aggregate, (including reasonable allocated costs x) U.S.$40,000 for external New York and Mexican legal counsel fees, (y) the cost of in-house legal counsel), Intralinks and (cz) on demandother costs and expenses of U.S.$25,000, to (iv) pay, indemnify, and hold each Lender and the Administrative Agent Agent, harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar Mexican taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the Credit Documents Notes and any such other documents, and (dv) to pay, indemnify, and hold each Lender and Lender, the Administrative Agent and their respective Affiliates (each an "Indemnified Party") and the respective officers, directors, employees, advisors and agents of any of them or such Affiliates harmless from and ----------------- against, against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, suits and reasonable and documented related out-of-pocket expenses or disbursements of any kind or nature whatsoever, even if instigated by a Credit Party, with respect to the execution, delivery, enforcementenforcement and performance of this Agreement, performance and administration of the Credit Documents Notes, and any such other documents and the use, use or the proposed use, use of the proceeds of the Loans (all of the foregoingforegoing in this clause (v), collectively, the "“indemnified liabilities"”); provided, however, provided that the Borrower shall not ----------------------- -------- ------- have any no obligation hereunder to the Administrative Agent or any Lender with respect to indemnified liabilities arising from the gross negligence or willful misconduct of the Administrative Agent or any such Lender, as determined by a court of competent jurisdictionthe case may be. The agreements in this Section 9.5 shall survive repayment of the Loans, Notes and all other amounts payable hereunder. (b) To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent under Section 8.05(a), each Lender severally agrees to pay to the Administrative Agent, as the case may be, such Lender’s Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, as the case may be, in their respective capacities as such.

Payment of Expenses and Taxes; Indemnification. The Borrower agrees agrees (a) to pay or reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, printing preparation and execution of, and any amendment, supplement or modification to, this Agreement Agreement, the Notes and the other Credit Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, together with including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent, (b) to pay or reimburse each Lender and the Administrative Agent for all its costs and expenses incurred in connection with the negotiation of any restructuring or "work-out," whether or not consummated, and the enforcement or preservation of any rights under this Agreement, the Notes Notes, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent and to the Lenders (including reasonable allocated costs of in-house legal counsel)each Lender, and (c) on demand, to pay, indemnify, and indemnify and hold harmless each Lender and the Administrative Agent harmless 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 taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the Credit Notes, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and indemnify and hold harmless each Lender and the Administrative Agent Agents (including each of their respective parents, subsidiaries, officers, directors, employees, agent and their Affiliates (each an "Indemnified Party"affiliates) harmless from and ----------------- 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, even if instigated by a Credit Party, in connection with or with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the Credit Documents and Notes, the other Loan Documents, the Acquisition Documents, or any such other documents and or the use, or proposed use, use of the proceeds of the Loans in connection with the Acquisition or the purchase of the shares of Capital Stock of Curamik pursuant to the Curamik Documents or any other purpose (all of the foregoingforegoing in this clause (d), collectively, the "indemnified liabilities"); provided, however, PROVIDED that the Borrower shall not ----------------------- -------- ------- have any obligation hereunder to the Administrative either Agent or any Lender with respect to indemnified liabilities arising from the gross negligence or willful misconduct of the Administrative such Agent or any such Lender, as determined by a court of competent jurisdiction. The agreements in this Section SECTION 9.5 shall survive repayment of the Loans, Notes and all other amounts payable Obligations hereunder.

Payment of Expenses and Taxes; Indemnification. The Borrower agrees agrees (a) to pay or reimburse the Administrative Agent Agents for all its their reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, printing preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, together with including the reasonable fees fees, disbursements and disbursements other charges of counsel to the Administrative AgentAgents, (b) to pay or reimburse each Lender and the Administrative Agent for all its their reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the Notes other Credit Documents and any such other documents, including, without limitation, including the reasonable fees fees, disbursements and disbursements other charges of counsel to each Lender and of counsel to the Administrative Agent and to the Lenders (including reasonable allocated costs of in-house legal counsel)Agent, and (c) on demand, to pay, indemnify, and hold harmless each Lender and the Administrative Agent harmless from, from any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, which that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Credit Documents and any such other documents, and (d) to pay, indemnify, indemnify and hold harmless each Lender and the Administrative Agent and their Affiliates (each an "Indemnified Party") harmless respective directors, officers, employees, trustees and agents 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, even if instigated by a Credit Partyincluding 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 Credit Documents and any such other documents and the usedocuments, or proposed use, of proceeds including any of the Loans foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law or any actual or alleged presence of Hazardous Materials applicable to the operations of the Borrower, any of its Subsidiaries or any of the Real Estate (all of the foregoingforegoing in this clause (d), collectively, the "“indemnified liabilities"”); provided, however, provided that the Borrower shall not ----------------------- -------- ------- have any no obligation hereunder to the Administrative Agent or any Lender nor any of their respective directors, officers, employees and agents with respect to indemnified liabilities arising from (i) the gross negligence or willful misconduct of the party to be indemnified or (ii) disputes among the Administrative Agent or any such LenderAgent, as determined by a court of competent jurisdictionthe Lenders and/or their transferees. The agreements in this Section 9.5 15.5 shall survive repayment of the Loans, Notes Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes; Indemnification. The Borrower agrees agrees (a) to pay or reimburse the Administrative Agent and WCM for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, printing and execution of, and any amendment, supplement or modification to, this Credit Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, together with the reasonable fees and disbursements of counsel to the Administrative Agent, (b) to pay or reimburse each Lender and the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Credit Agreement, the Notes and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent and to the Lenders (including reasonable allocated costs of in-house legal counsel), and (c) on demand, to pay, indemnify, and hold each Lender and Lender, the Administrative Agent and WCM harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, paying stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, the Credit Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and Lender, the Administrative Agent and WCM and their Affiliates (each an "Indemnified Party") Affiliates, employees, officers and directors harmless from and ----------------- against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, even if instigated by a Credit Party, whatsoever with respect to the execution, delivery, enforcement, performance and administration of the Credit Documents and any such other documents and the use, or proposed use, of proceeds of the Loans (all of the foregoing, collectively, the "indemnified liabilities"); provided, however, that the Borrower shall not ----------------------- -------- ------- have any obligation hereunder to the Administrative Agent Agent, WCM, its Affiliates or any Lender with respect to indemnified liabilities arising from the gross negligence or willful misconduct of the Administrative Agent Agent, WCM, such Affiliate or any such Lender, as determined by a court of competent jurisdiction. The agreements in this Section 9.5 shall survive repayment of the Loans, Notes and all other amounts payable hereunder.

Payment of Expenses and Taxes; Indemnification. The Each Borrower agrees agrees (a) to pay or reimburse Administrative Agent and Co-Lead Arrangers for all their reasonable out-of-pocket costs and expenses incurred in connection with due diligence in respect of the transactions contemplated by this Agreement, the development, preparation and execution of, and any amendment, supplement, or modification to, this Agreement and the other Credit Documents, including in connection with an initial syndication, and any other documents prepared in connection herewith or therewith, and the consummation, monitoring, oversight and administration of the transactions contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of counsel retained by, or for the benefit of, Administrative Agent, (b) to pay or reimburse each Lender and Administrative Agent for all its their reasonable out-of-pocket costs and expenses incurred in connection with the developmentexercise, preparation, negotiation, printing and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, together with the reasonable fees and disbursements of counsel to the Administrative Agent, (b) to pay or reimburse each Lender and the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the Notes other Credit Documents and any such other documents, includingor in connection with the Loans made hereunder, without limitationincluding all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans, and including the reasonable fees fees, disbursements and disbursements other charges of counsel to each Lender and of counsel retained by or for the benefit of Administrative Agent and to the Lenders (including reasonable allocated costs of in-house legal counsel)Agent, and (c) on demand, to pay, indemnify, and hold harmless each Lender and the Administrative Agent harmless from, from any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxesOther Taxes, if any, which that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Credit Documents and any such other documents, documents and (d) to pay, indemnify, indemnify and hold harmless each Lender and the Lender, Administrative Agent Agent, each Co-Arranger and their Affiliates (each an "Indemnified Party") harmless respective Related Parties from and ----------------- against, 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, even if instigated by a Credit Partyincluding reasonable fees, disbursements and other charges of counsel, with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Credit Documents and any such other documents and the usedocuments, or proposed use, of proceeds including any of the Loans foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law or any actual or alleged presence of Hazardous Materials applicable to the operations of each Credit Party, any of their respective Subsidiaries or any of their Real Property (all of the foregoingforegoing in this clause (e), collectively, the "indemnified liabilities"“Indemnified Liabilities”); provided, however, provided that the Borrower Credit Parties shall not ----------------------- -------- ------- have any obligation hereunder to the Administrative Agent Agent, any Co-Lead Arranger or any Lender nor any of their Related Parties with respect to indemnified liabilities arising 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 the (x) such Person’s bad faith, gross negligence or willful misconduct or (y) a material breach of the such Person’s obligations hereunder or under any other Credit Document or (ii) with respect to any dispute solely among or between Administrative Agent Agent, any Co-Lead Arranger, any Lender, or any such Lender, as determined by a court of competent jurisdictiontheir Related Parties that does not arise out of any act or omission of any Credit Party or any its Subsidiaries. The agreements in this Section 9.5 12.05 shall survive repayment of the Loans, Notes Loans and all other amounts payable hereunderhereunder and termination of this Agreement. The indemnification provisions of this Section 12.05 shall not apply with respect to Taxes other than Taxes that represent losses, claims and damages arising from a non-Tax loss, claim or damage and Other Taxes. To the fullest extent permitted by Applicable Law, neither Administrative Agent, any Lender or any Credit Party shall assert, and Administrative Agent, each Lender and each Credit Party hereby waives, any claim against any such other party and their respective Related Parties, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, the Loans or the use of the proceeds thereof. No Lender, Administrative Agent or Co-Lead Arranger, nor any of their respective Related Parties, shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby.

Payment of Expenses and Taxes; Indemnification. The Borrower agrees (a) Each Borrower agrees severally (subject to pay or Section 9.5(b)) (i) to reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, printing preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, together with including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent, (bii) to pay or reimburse each Lender and the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this AgreementAgreement with respect to such Borrower, the Notes other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to each Lender and of counsel to the Administrative Agent and Agent, (iii) to the Lenders (including reasonable allocated costs of in-house legal counsel), and (c) on demand, to pay, indemnify, indemnify and hold harmless each Lender and the Administrative Agent harmless from, from any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the Credit other Loan Documents and any such other documentsdocuments with respect to such Borrower, and (div) to pay, indemnify, indemnify and hold harmless each Lender and the Administrative Agent (and their Affiliates respective affiliates, directors, officers, agents and employees (each an "collectively with the Administrative Agent and the Lenders, the “Indemnified Party"Parties”)) harmless from and ----------------- against, against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, reasonable costs, reasonable out-of-pocket expenses or disbursements of any kind or nature whatsoever, even if instigated by a Credit Party, whatsoever arising from or in connection with respect to (A) the execution, delivery, enforcement, performance and administration of this Agreement, (B) the Credit actual or proposed use of proceeds, (C) the other Loan Documents and any such other documents documents, (D) the failure of such Borrower to comply with rules, regulations and laws regarding the usebusiness of mutual funds, (E) such Borrower’s false or proposed useincorrect representations or warranties or other information provided in connection with this Agreement, (F) the failure of proceeds of the Loans such Borrower to comply with covenants contained herein or in any Note in a timely manner or (all G) any actual claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Borrower (all the foregoing in this clause (iv), collectively, the "“indemnified liabilities"”); provided, however, that the such Borrower shall not ----------------------- -------- ------- have any no obligation hereunder to the Administrative Agent or any Lender Indemnified Party with respect to indemnified liabilities to the extent arising (I) with respect to any Indemnified Party, from the 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 Administrative Agent transactions contemplated hereby, or any such Lender, as determined by a court of competent jurisdiction(II) from disputes arising between or among the Indemnified Parties with respect to this Agreement. The agreements in this Section 9.5 shall survive termination of the Commitments and repayment of the Loans, Notes Loans and all other amounts payable hereunder. (b) Notwithstanding any other provision in this Agreement to the contrary, to the extent any obligation to reimburse or indemnify any Indemnified Party that arises pursuant to Section 9.5(a) is not attributable to any particular Borrower, then such reimbursement or indemnification shall be made by each Borrower (ratably, in accordance with its Pro Rata Allocation). To the extent 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 its liability therefor.

Payment of Expenses and Taxes; Indemnification. The Borrower agrees agrees (a) to pay or reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, printing and execution of, and any amendment, supplement or modification to, this Credit Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, together with the reasonable fees and disbursements of counsel to the Administrative Agent, (b) to pay or reimburse each Lender and the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Credit Agreement, the Notes and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent and to the Lenders (including reasonable allocated costs of in-house legal counsel), and (c) on demand, to pay, indemnify, and hold each Lender and Lender, the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, paying stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, the Credit Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and the Administrative Agent and their Affiliates (each an "Indemnified Party") harmless from and ----------------- against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, even if instigated by a Credit Party, whatsoever with respect to the execution, delivery, enforcement, performance and administration of the Credit Documents and any such other documents and the use, or proposed use, of proceeds of the Loans (all of the foregoing, collectively, the "“indemnified liabilities"”); provided, however, that the Borrower shall not ----------------------- -------- ------- have any obligation hereunder to the Administrative Agent or any Lender with respect to indemnified liabilities arising from the gross negligence or willful misconduct of the Administrative Agent or any such Lender, as determined by a court of competent jurisdiction. The agreements in this Section 9.5 shall survive repayment of the Loans, Notes and all other amounts payable hereunder.

Payment of Expenses and Taxes; Indemnification. The Borrower agrees (a) Each Borrower agrees severally (subject to pay or Section 9.5(b)) (i) to reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, printing preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, together with including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent, (bii) to pay or reimburse each Lender and the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this AgreementAgreement with respect to such Borrower, the Notes other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to each Lender and of counsel to the Administrative Agent and Agent, (iii) to the Lenders (including reasonable allocated costs of in-house legal counsel), and (c) on demand, to pay, indemnify, indemnify and hold harmless each Lender and the Administrative Agent harmless from, from any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the Credit other Loan Documents and any such other documentsdocuments with respect to such Borrower, and (div) to pay, indemnify, indemnify and hold harmless each Lender and the Administrative Agent (and their Affiliates respective affiliates, directors, officers, agents and employees (each an "collectively with the Administrative Agent and the Lenders, the “Indemnified Party"Parties”)) harmless from and ----------------- against, against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, reasonable costs, reasonable out-of-pocket expenses or disbursements of any kind or nature whatsoever, even if instigated by a Credit Party, whatsoever arising from or in connection with respect to (A) the execution, delivery, enforcement, performance and administration of this Agreement, (B) the Credit actual or proposed use of proceeds, (C) the other Loan Documents and any such other documents documents, (D) the failure of such Borrower to comply with rules, regulations and laws regarding the usebusiness of mutual funds, (E) such Borrower’s false or proposed useincorrect representations or warranties or other information provided in connection with this Agreement, (F) the failure of proceeds of the Loans such Borrower to comply with covenants contained herein or in any Note in a timely manner or (all G) any actual claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Borrower (all the foregoing in this clause (iv), collectively, the "“indemnified liabilities"”); provided, however, that the such Borrower shall not ----------------------- -------- ------- have any no obligation hereunder to the Administrative Agent or any Lender Indemnified Party with respect to indemnified liabilities to the extent arising (I) with respect to any Indemnified Party, from the 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 Administrative Agent transactions contemplated hereby, or any such Lender, as determined by a court of competent jurisdiction(II) from disputes arising between or among the Indemnified Parties with respect to this Agreement. The agreements in this Section 9.5 shall survive termination of the Commitments, this Agreement and repayment of the Loans, Notes Loans and all other amounts payable hereunder. (b) Notwithstanding any other provision in this Agreement to the contrary, to the extent any obligation to reimburse or indemnify any Indemnified Party that arises pursuant to Section 9.5(a) is not attributable to any particular Borrower, then such reimbursement or indemnification shall be made by each Borrower (ratably, in accordance with its Pro Rata Allocation). To the extent 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 its liability therefor.