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

Payment of Expenses and Taxes; Indemnification. (a) THE BORROWER AGREES TO PAY ON DEMAND ALL COSTS AND EXPENSES OF THE AGENT IN CONNECTION WITH THE SYNDICATION, PREPARATION, NEGOTIATION, EXECUTION, DELIVERY, ADMINISTRATION, MODIFICATION, AND AMENDMENT OF (AND ANY WAIVER OR CONSENT WITH RESPECT TO) THIS AGREEMENT, THE OTHER LOAN DOCUMENTS, AND THE OTHER DOCUMENTS TO BE DELIVERED HEREUNDER, INCLUDING, WITHOUT LIMITATION, THE REASONABLE FEES AND EXPENSES OF COUNSEL FOR THE AGENT WITH RESPECT THERETO (INCLUDING, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE COST OF INTERNAL COUNSEL), THE REASONABLE FEES AND EXPENSES OF OTHER PROFESSIONALS OR ADVISORS RETAINED BY THE AGENT, AND THE REASONABLE FEES AND EXPENSES OF COUNSEL FOR THE AGENT WITH RESPECT TO ADVISING THE AGENT AS TO ITS RIGHTS AND RESPONSIBILITIES UNDER THE LOAN DOCUMENTS. THE BORROWER FURTHER AGREES TO PAY ON DEMAND ALL COSTS AND EXPENSES OF THE AGENT AND THE LENDERS (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES AND, WITH RESPECT TO THE AGENT AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE COST OF INTERNAL COUNSEL) IN CONNECTION WITH ANY DEFAULT OR EVENT OF DEFAULT AND THE ENFORCEMENT (WHETHER THROUGH NEGOTIATIONS, LEGAL PROCEEDINGS, OR OTHERWISE) OF THE LOAN DOCUMENTS AND THE OTHER DOCUMENTS TO BE DELIVERED HEREUNDER. (b) THE BORROWER AGREES TO PAY, INDEMNIFY AND HOLD EACH LENDER AND THE AGENT HARMLESS FROM, ANY AND ALL RECORDING AND FILING FEES AND ANY AND ALL LIABILITIES WITH RESPECT TO, OR RESULTING FROM ANY DELAY IN PAYING, STAMP, EXCISE AND OTHER TAXES, IF ANY, WHICH MAY BE PAYABLE OR DETERMINED TO BE PAYABLE IN CONNECTION WITH THE EXECUTION AND DELIVERY OF, OR CONSUMMATION OR ADMINISTRATION OF ANY OF THE TRANSACTIONS CONTEMPLATED BY, OR ANY AMENDMENT, SUPPLEMENT OR MODIFICATION OF, OR ANY WAIVER OR CONSENT UNDER OR IN RESPECT OF, THIS AGREEMENT, THE OTHER LOAN DOCUMENTS AND ANY SUCH OTHER DOCUMENTS. (c) THE BORROWER AGREES TO INDEMNIFY AND HOLD HARMLESS THE AGENT AND EACH LENDER AND EACH OF THEIR AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND ADVISORS (EACH, AN "INDEMNIFIED PARTY") FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES, COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, SETTLEMENT COSTS AND REASONABLE ATTORNEYS' FEES AND EXPENSES) THAT MAY BE INCURRED BY OR ASSERTED OR AWARDED AGAINST ANY INDEMNIFIED PARTY, IN EACH CASE ARISING OUT OF OR IN CONNECTION WITH OR BY REASON OF (INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH ANY INVESTIGATION, LITIGATION, OR PROCEEDING OR PREPARATION OF DEFENSE IN CONNECTION THEREWITH) (I) THE LOAN DOCUMENTS, ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN OR THE ACTUAL OR PROPOSED USE OF THE PROCEEDS OF THE LOANS (INCLUDING ANY OF THE FOREGOING ARISING FROM THE NEGLIGENCE OF THE INDEMNIFIED PARTY), OR (II) THE ACTUAL OR ALLEGED PRESENCE OF MATERIALS OF ENVIRONMENTAL CONCERN ON ANY PROPERTY NOW OR HEREAFTER OWNED OR LEASED BY THE BORROWER OR ANY OF ITS SUBSIDIARIES, EXCEPT TO THE EXTENT SUCH CLAIM, DAMAGE, LOSS, LIABILITY, COST OR EXPENSE IS FOUND IN A FINAL, NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM SUCH INDEMNIFIED PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. IN THE CASE OF AN INVESTIGATION, LITIGATION OR OTHER PROCEEDING TO WHICH THE INDEMNITY IN THIS SUBSECTION 10.5(C) APPLIES, SUCH INDEMNITY SHALL BE EFFECTIVE WHETHER OR NOT SUCH INVESTIGATION, LITIGATION OR PROCEEDING IS BROUGHT BY THE BORROWER, ITS DIRECTORS, SHAREHOLDERS OR CREDITORS OR AN INDEMNIFIED PARTY OR ANY OTHER PERSON OR ANY INDEMNIFIED PARTY IS OTHERWISE A PARTY THERETO AND WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY ARE CONSUMMATED. THE BORROWER AGREES NOT TO ASSERT ANY CLAIM AGAINST THE AGENT, ANY LENDER, ANY OF THEIR AFFILIATES, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS AND ADVISERS, ON ANY THEORY OF LIABILITY, FOR SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR OTHERWISE RELATING TO THE LOAN DOCUMENTS, ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN OR THEREIN OR THE ACTUAL OR PROPOSED USE OF THE PROCEEDS OF THE LOANS. (d) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section 10.5 shall survive the termination of the Commitments and payment in full of the Loans and all other Obligations payable under this Agreement.

Payment of Expenses and Taxes; Indemnification. EACH OBLIGOR JOINTLY AND SEVERALLY AGREES (aA) THE BORROWER AGREES TO PAY ON DEMAND OR REIMBURSE THE COLLATERAL AGENT AND EACH CREDITOR (OTHER THAN HOLDERS) FOR ALL OF THEIR RESPECTIVE OUT-OF-POCKET COSTS AND EXPENSES OF THE AGENT INCURRED IN CONNECTION WITH THE SYNDICATIONDEVELOPMENT, PREPARATION, NEGOTIATION, EXECUTION, DELIVERY, ADMINISTRATION, MODIFICATIONPREPARATION AND EXECUTION OF, AND AMENDMENT OF (ANY AMENDMENT, SUPPLEMENT OR MODIFICATION TO, THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS AND ANY WAIVER OTHER DOCUMENTS PREPARED IN CONNECTION HEREWITH OR CONSENT THEREWITH, AND THE CONSUMMATION AND ADMINISTRATION OF THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, INCLUDING THE REASONABLE FEES AND DISBURSEMENTS OF COUNSEL TO THE COLLATERAL AGENT AND EACH CREDITOR (OTHER THAN HOLDERS) AND FILING AND RECORDING FEES AND EXPENSES, WITH STATEMENTS WITH RESPECT TOTO THE FOREGOING TO BE SUBMITTED TO THE COMPANY PRIOR TO THE CLOSING DATE (IN THE CASE OF AMOUNTS TO BE PAID ON THE CLOSING DATE) AND FROM TIME TO TIME THEREAFTER ON A QUARTERLY BASIS OR SUCH OTHER PERIODIC BASIS AS THE COLLATERAL AGENT SHALL DEEM APPROPRIATE, (B) TO PAY OR REIMBURSE EACH CREDITOR (OTHER THAN HOLDERS) AND THE COLLATERAL AGENT FOR ALL OF THEIR RESPECTIVE COSTS AND EXPENSES INCURRED IN CONNECTION WITH THE ENFORCEMENT OR PRESERVATION OF ANY RIGHTS UNDER THIS AGREEMENT, THE OTHER LOAN TRANSACTION DOCUMENTS AND ANY SUCH OTHER DOCUMENTS, AND INCLUDING THE OTHER DOCUMENTS TO BE DELIVERED HEREUNDER, INCLUDING, WITHOUT LIMITATION, THE REASONABLE FEES AND EXPENSES DISBURSEMENTS OF COUNSEL FOR THE AGENT WITH RESPECT THERETO (INCLUDINGAND OTHER AGENTS AND PROFESSIONALS), TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE COST OF INTERNAL COUNSEL), THE REASONABLE FEES AND EXPENSES OF EACH CREDITOR (OTHER PROFESSIONALS OR ADVISORS RETAINED BY THE AGENT, AND THE REASONABLE FEES AND EXPENSES OF COUNSEL FOR THE AGENT WITH RESPECT TO ADVISING THE AGENT AS TO ITS RIGHTS AND RESPONSIBILITIES UNDER THE LOAN DOCUMENTS. THE BORROWER FURTHER AGREES TO PAY ON DEMAND ALL COSTS AND EXPENSES OF THE AGENT AND THE LENDERS (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES AND, WITH RESPECT TO THE AGENT THAN HOLDERS) AND TO THE EXTENT PERMITTED BY APPLICABLE LAWCOLLATERAL AGENT, THE COST OF INTERNAL COUNSEL(C) IN CONNECTION WITH ANY DEFAULT OR EVENT OF DEFAULT AND THE ENFORCEMENT (WHETHER THROUGH NEGOTIATIONS, LEGAL PROCEEDINGS, OR OTHERWISE) OF THE LOAN DOCUMENTS AND THE OTHER DOCUMENTS TO BE DELIVERED HEREUNDER. (b) THE BORROWER AGREES TO PAY, INDEMNIFY INDEMNIFY, AND HOLD EACH LENDER CREDITOR AND THE COLLATERAL AGENT HARMLESS FROMFROM AND AGAINST, ANY AND ALL RECORDING AND FILING FEES AND ANY AND ALL LIABILITIES WITH RESPECT TO, OR RESULTING FROM ANY DELAY IN PAYING, STAMP, EXCISE AND OTHER TAXES, IF ANY, WHICH THAT MAY BE PAYABLE OR DETERMINED TO BE PAYABLE IN CONNECTION WITH THE EXECUTION AND DELIVERY OF, OR CONSUMMATION OR ADMINISTRATION OF ANY OF THE TRANSACTIONS CONTEMPLATED BY, OR ANY AMENDMENT, SUPPLEMENT OR MODIFICATION OF, OR ANY WAIVER OR CONSENT UNDER OR IN RESPECT OF, THIS AGREEMENT, THE OTHER LOAN TRANSACTION DOCUMENTS AND ANY SUCH OTHER DOCUMENTS. , AND (cD) THE BORROWER AGREES TO INDEMNIFY PAY, INDEMNIFY, AND HOLD HARMLESS EACH CREDITOR AND THE COLLATERAL AGENT AND EACH LENDER AND EACH OF THEIR AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS AND ADVISORS CONTROLLING PERSONS (EACH, AN "INDEMNIFIED PARTYINDEMNITEE") HARMLESS FROM AND AGAINST ANY AND ALL CLAIMSOTHER LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, LOSSESPENALTIES, LIABILITIESACTIONS, COSTS JUDGMENTS, SUITS, COSTS, EXPENSES OR DISBURSEMENTS OF ANY KIND OR NATURE WHATSOEVER WITH RESPECT TO THE EXECUTION, DELIVERY, ENFORCEMENT, PERFORMANCE AND EXPENSES (INCLUDINGADMINISTRATION OF THIS AGREEMENT, WITHOUT LIMITATION, SETTLEMENT COSTS THE OTHER TRANSACTION DOCUMENTS AND REASONABLE ATTORNEYS' FEES AND EXPENSES) THAT MAY BE INCURRED BY OR ASSERTED OR AWARDED AGAINST ANY INDEMNIFIED PARTY, IN EACH CASE ARISING OUT OF OR IN CONNECTION WITH OR BY REASON OF (INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH ANY INVESTIGATION, LITIGATION, OR PROCEEDING OR PREPARATION OF DEFENSE IN CONNECTION THEREWITH) (I) THE LOAN SUCH OTHER DOCUMENTS, ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN OR THE ACTUAL OR PROPOSED USE OF THE PROCEEDS OF THE LOANS (INCLUDING ANY OF THE FOREGOING ARISING FROM RELATING TO THE NEGLIGENCE USE OF PROCEEDS OF THE INDEMNIFIED PARTY)NOTES OR THE VIOLATION OF, NONCOMPLIANCE WITH OR (II) LIABILITY UNDER, ANY ENVIRONMENTAL LAW APPLICABLE TO THE ACTUAL OR ALLEGED PRESENCE OPERATIONS OF MATERIALS ANY OBLIGOR, ANY OF ENVIRONMENTAL CONCERN ON ANY PROPERTY NOW OR HEREAFTER OWNED OR LEASED BY THE BORROWER ITS SUBSIDIARIES OR ANY OF ITS SUBSIDIARIESTHE COLLATERAL AND THE REASONABLE FEES AND EXPENSES OF LEGAL COUNSEL IN CONNECTION WITH CLAIMS, EXCEPT ACTIONS OR PROCEEDINGS BY ANY INDEMNITEE AGAINST ANY OBLIGOR UNDER ANY TRANSACTION DOCUMENT (ALL THE FOREGOING IN THIS CLAUSE (D), COLLECTIVELY THE "INDEMNIFIED LIABILITIES"), PROVIDED, THAT NO OBLIGOR SHALL HAVE ANY OBLIGATION HEREUNDER TO ANY INDEMNITEE WITH RESPECT TO INDEMNIFIED LIABILITIES TO THE EXTENT SUCH CLAIM, DAMAGE, LOSS, LIABILITY, COST OR EXPENSE IS INDEMNIFIED LIABILITIES ARE FOUND IN BY A FINAL, NON-APPEALABLE JUDGMENT BY FINAL AND NONAPPEALABLE DECISION OF A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM SUCH INDEMNIFIED PARTY'S THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCTMISCONDUCT OF SUCH INDEMNITEE. IN WITHOUT LIMITING THE CASE OF AN INVESTIGATIONFOREGOING, LITIGATION OR OTHER PROCEEDING AND TO WHICH THE INDEMNITY IN THIS SUBSECTION 10.5(C) APPLIESEXTENT PERMITTED BY APPLICABLE LAW, SUCH INDEMNITY SHALL BE EFFECTIVE WHETHER OR NOT SUCH INVESTIGATION, LITIGATION OR PROCEEDING IS BROUGHT BY THE BORROWER, ITS DIRECTORS, SHAREHOLDERS OR CREDITORS OR AN INDEMNIFIED PARTY OR ANY OTHER PERSON OR ANY INDEMNIFIED PARTY IS OTHERWISE A PARTY THERETO AND WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY ARE CONSUMMATED. THE BORROWER 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 CLAIM AGAINST THE AGENTOTHER RIGHTS OF RECOVERY WITH RESPECT TO ALL CLAIMS, ANY LENDERDEMANDS, PENALTIES, FINES, LIABILITIES, SETTLEMENTS, DAMAGES, COSTS AND EXPENSES OF WHATEVER KIND OR NATURE, UNDER OR RELATED TO ENVIRONMENTAL LAWS, THAT ANY OF THEIR AFFILIATESTHEM MIGHT HAVE BY STATUTE OR OTHERWISE AGAINST ANY INDEMNITEE. WITHOUT LIMITING ANY PROVISION OF THIS AGREEMENT OR OF ANY OTHER TRANSACTION DOCUMENT, OR IT IS THE EXPRESS INTENTION OF THE PARTIES HERETO THAT EACH INDEMNITEE SHALL BE INDEMNIFIED FROM AND HELD HARMLESS AGAINST ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS AND ADVISERS, ON ANY THEORY OF LIABILITY, FOR SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES ALL INDEMNIFIED LIABILITIES ARISING OUT OF OR OTHERWISE RELATING RESULTING FROM THE SOLE OR CONTRIBUTORY NEGLIGENCE OF SUCH INDEMNITEE. ALL AMOUNTS DUE UNDER THIS SECTION 6.05 SHALL BE PAYABLE PROMPTLY AND IN ANY EVENT, NOT LATER THAN 10 DAYS AFTER WRITTEN DEMAND THEREFOR. STATEMENTS PAYABLE BY THE OBLIGORS PURSUANT TO THIS SECTION 6.05 SHALL BE SUBMITTED TO KELXX XXXXX (XELEPHONE NO. 713-000-0000), AT THE ADDRESS OF THE COMPANY SET FORTH IN SECTION 6.04, OR TO SUCH OTHER PERSON OR ADDRESS AS MAY BE HEREAFTER DESIGNATED BY THE OBLIGORS IN A WRITTEN NOTICE TO THE LOAN DOCUMENTS, ANY COLLATERAL AGENT. THE AGREEMENTS IN THIS SECTION 6.05 SHALL SURVIVE REPAYMENT OF THE TRANSACTIONS CONTEMPLATED HEREIN OR THEREIN OR NOTES, THE ACTUAL OR PROPOSED USE OF THE PROCEEDS OF THE LOANSAPPROVED HEDGE AGREEMENTS AND ALL AMOUNTS PAYABLE HEREUNDER. (d) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section 10.5 shall survive the termination of the Commitments and payment in full of the Loans and all other Obligations payable under this Agreement.

Payment of Expenses and Taxes; Indemnification. EACH OBLIGOR JOINTLY AND SEVERALLY AGREES (aA) THE BORROWER AGREES TO PAY ON DEMAND OR REIMBURSE COLLATERAL AGENT AND APPROVED HEDGE COUNTERPARTY FOR ALL OF THEIR RESPECTIVE OUT-OF-POCKET COSTS AND EXPENSES OF THE AGENT INCURRED IN CONNECTION WITH THE SYNDICATIONDEVELOPMENT, PREPARATION, NEGOTIATION, EXECUTION, DELIVERY, ADMINISTRATION, MODIFICATIONPREPARATION AND EXECUTION OF, AND AMENDMENT OF (ANY AMENDMENT, SUPPLEMENT OR MODIFICATION TO, THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS AND ANY WAIVER OTHER DOCUMENTS PREPARED IN CONNECTION HEREWITH OR CONSENT THEREWITH, AND THE CONSUMMATION AND ADMINISTRATION OF THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, INCLUDING THE REASONABLE FEES AND DISBURSEMENTS OF COUNSEL TO COLLATERAL AGENT AND APPROVED HEDGE COUNTERPARTY AND FILING AND RECORDING FEES AND EXPENSES, WITH STATEMENTS WITH RESPECT TOTO 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 AGENT OR APPROVED HEDGE COUNTERPARTY SHALL DEEM APPROPRIATE, (B) TO PAY OR REIMBURSE EACH SECURED PARTY AND COLLATERAL AGENT FOR ALL OF THEIR RESPECTIVE COSTS AND EXPENSES INCURRED IN CONNECTION WITH THE ENFORCEMENT OR PRESERVATION OF ANY RIGHTS UNDER THIS AGREEMENT, THE OTHER LOAN TRANSACTION DOCUMENTS AND ANY SUCH OTHER DOCUMENTS, AND INCLUDING THE OTHER DOCUMENTS TO BE DELIVERED HEREUNDER, INCLUDING, WITHOUT LIMITATION, THE REASONABLE FEES AND EXPENSES DISBURSEMENTS OF COUNSEL FOR THE AGENT WITH RESPECT THERETO (INCLUDINGAND OTHER AGENTS AND PROFESSIONALS), TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE COST OF INTERNAL COUNSEL), THE REASONABLE FEES EACH SECURED PARTY AND EXPENSES OF OTHER PROFESSIONALS OR ADVISORS RETAINED BY THE TO COLLATERAL AGENT, AND THE REASONABLE FEES AND EXPENSES OF COUNSEL FOR THE AGENT WITH RESPECT TO ADVISING THE AGENT AS TO ITS RIGHTS AND RESPONSIBILITIES UNDER THE LOAN DOCUMENTS. THE BORROWER FURTHER AGREES TO PAY ON DEMAND ALL COSTS AND EXPENSES OF THE AGENT AND THE LENDERS (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES AND, WITH RESPECT TO THE AGENT AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE COST OF INTERNAL COUNSELC) IN CONNECTION WITH ANY DEFAULT OR EVENT OF DEFAULT AND THE ENFORCEMENT (WHETHER THROUGH NEGOTIATIONS, LEGAL PROCEEDINGS, OR OTHERWISE) OF THE LOAN DOCUMENTS AND THE OTHER DOCUMENTS TO BE DELIVERED HEREUNDER. (b) THE BORROWER AGREES TO PAY, INDEMNIFY INDEMNIFY, AND HOLD EACH LENDER SECURED PARTY AND THE COLLATERAL AGENT HARMLESS FROMFROM AND AGAINST, ANY AND ALL RECORDING AND FILING FEES AND ANY AND ALL LIABILITIES WITH RESPECT TO, OR RESULTING FROM ANY DELAY IN PAYING, STAMP, EXCISE AND OTHER TAXES, IF ANY, WHICH THAT MAY BE PAYABLE OR DETERMINED TO BE PAYABLE IN CONNECTION WITH THE EXECUTION AND DELIVERY OF, OR CONSUMMATION OR ADMINISTRATION OF ANY OF THE TRANSACTIONS CONTEMPLATED BY, OR ANY AMENDMENT, SUPPLEMENT OR MODIFICATION OF, OR ANY WAIVER OR CONSENT UNDER OR IN RESPECT OF, THIS AGREEMENT, THE OTHER LOAN TRANSACTION DOCUMENTS AND ANY SUCH OTHER DOCUMENTS. , AND (cD) THE BORROWER AGREES TO INDEMNIFY PAY, INDEMNIFY, AND HOLD HARMLESS THE EACH SECURED PARTY AND COLLATERAL AGENT AND EACH LENDER AND EACH OF THEIR AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS AND ADVISORS CONTROLLING PERSONS (EACH, AN "INDEMNIFIED PARTY"“INDEMNITEE”) HARMLESS FROM AND AGAINST ANY AND ALL CLAIMSOTHER LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, LOSSESPENALTIES, LIABILITIESACTIONS, COSTS JUDGMENTS, SUITS, COSTS, EXPENSES OR DISBURSEMENTS OF ANY KIND OR NATURE WHATSOEVER WITH RESPECT TO THE EXECUTION, DELIVERY, ENFORCEMENT, PERFORMANCE AND EXPENSES (INCLUDINGADMINISTRATION OF THIS AGREEMENT, WITHOUT LIMITATION, SETTLEMENT COSTS THE OTHER TRANSACTION DOCUMENTS AND REASONABLE ATTORNEYS' FEES AND EXPENSES) THAT MAY BE INCURRED BY OR ASSERTED OR AWARDED AGAINST ANY INDEMNIFIED PARTY, IN EACH CASE ARISING OUT OF OR IN CONNECTION WITH OR BY REASON OF (INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH ANY INVESTIGATION, LITIGATION, OR PROCEEDING OR PREPARATION OF DEFENSE IN CONNECTION THEREWITH) (I) THE LOAN SUCH OTHER DOCUMENTS, ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN OR THE ACTUAL OR PROPOSED USE OF THE PROCEEDS OF THE LOANS (INCLUDING ANY OF THE FOREGOING ARISING FROM RELATING TO THE NEGLIGENCE USE OF PROCEEDS OF THE INDEMNIFIED PARTY)NOTES OR THE VIOLATION OF, NONCOMPLIANCE WITH OR (II) LIABILITY UNDER, ANY ENVIRONMENTAL LAW APPLICABLE TO THE ACTUAL OR ALLEGED PRESENCE OPERATIONS OF MATERIALS ANY OBLIGOR, ANY OF ENVIRONMENTAL CONCERN ON ANY PROPERTY NOW OR HEREAFTER OWNED OR LEASED BY THE BORROWER ITS SUBSIDIARIES OR ANY OF ITS SUBSIDIARIESTHE COLLATERAL AND THE REASONABLE FEES AND EXPENSES OF LEGAL COUNSEL IN CONNECTION WITH CLAIMS, EXCEPT ACTIONS OR PROCEEDINGS BY ANY INDEMNITEE AGAINST ANY OBLIGOR UNDER ANY TRANSACTION DOCUMENT (ALL THE FOREGOING IN THIS CLAUSE (D), COLLECTIVELY THE “INDEMNIFIED LIABILITIES”); PROVIDED, THAT NO OBLIGOR SHALL HAVE ANY OBLIGATION HEREUNDER TO ANY INDEMNITEE WITH RESPECT TO INDEMNIFIED LIABILITIES TO THE EXTENT SUCH CLAIM, DAMAGE, LOSS, LIABILITY, COST OR EXPENSE IS INDEMNIFIED LIABILITIES ARE FOUND IN BY A FINAL, NON-APPEALABLE JUDGMENT BY FINAL AND NONAPPEALABLE DECISION OF A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM SUCH INDEMNIFIED PARTY'S THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCTMISCONDUCT OF SUCH INDEMNITEE. IN WITHOUT LIMITING THE CASE OF AN INVESTIGATIONFOREGOING, LITIGATION OR OTHER PROCEEDING AND TO WHICH THE INDEMNITY IN THIS SUBSECTION 10.5(C) APPLIESEXTENT PERMITTED BY APPLICABLE LAW, SUCH INDEMNITY SHALL BE EFFECTIVE WHETHER OR NOT SUCH INVESTIGATION, LITIGATION OR PROCEEDING IS BROUGHT BY THE BORROWER, ITS DIRECTORS, SHAREHOLDERS OR CREDITORS OR AN INDEMNIFIED PARTY OR ANY OTHER PERSON OR ANY INDEMNIFIED PARTY IS OTHERWISE A PARTY THERETO AND WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY ARE CONSUMMATED. THE BORROWER 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 CLAIM AGAINST THE AGENTOTHER RIGHTS OF RECOVERY WITH RESPECT TO ALL CLAIMS, ANY LENDERDEMANDS, PENALTIES, FINES, LIABILITIES, SETTLEMENTS, DAMAGES, COSTS AND EXPENSES OF WHATEVER KIND OR NATURE, UNDER OR RELATED TO ENVIRONMENTAL LAWS, THAT ANY OF THEIR AFFILIATESTHEM MIGHT HAVE BY STATUTE OR OTHERWISE AGAINST ANY INDEMNITEE. WITHOUT LIMITING ANY PROVISION OF THIS AGREEMENT OR OF ANY OTHER TRANSACTION DOCUMENT, OR IT IS THE EXPRESS INTENTION OF THE PARTIES HERETO THAT EACH INDEMNITEE SHALL BE INDEMNIFIED FROM AND HELD HARMLESS AGAINST ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS AND ADVISERS, ON ANY THEORY OF LIABILITY, FOR SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES ALL INDEMNIFIED LIABILITIES ARISING OUT OF OR OTHERWISE RELATING RESULTING FROM THE SOLE OR CONTRIBUTORY NEGLIGENCE OF SUCH INDEMNITEE. ALL AMOUNTS DUE UNDER THIS SECTION 9.09 SHALL BE PAYABLE PROMPTLY AND IN ANY EVENT, NOT LATER THAN 10 DAYS AFTER WRITTEN DEMAND THEREFOR. STATEMENTS PAYABLE BY OBLIGORS PURSUANT TO THIS SECTION 9.09 SHALL BE SUBMITTED TO BORROWER AT THE LOAN DOCUMENTSADDRESS OF BORROWER SET FORTH IN SECTION 9.12, ANY OR TO SUCH OTHER PERSON OR ADDRESS AS MAY BE HEREAFTER DESIGNATED BY THE OBLIGORS IN A WRITTEN NOTICE TO COLLATERAL AGENT. THE AGREEMENTS IN THIS SECTION 9.09 SHALL SURVIVE REPAYMENT OF THE TRANSACTIONS CONTEMPLATED HEREIN OR THEREIN OR FIRST LIEN OBLIGATIONS, THE ACTUAL OR PROPOSED USE OF THE PROCEEDS OF THE LOANSAPPROVED HEDGE COUNTERPARTY SWAP CONTRACTS AND ALL AMOUNTS PAYABLE HEREUNDER. (d) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section 10.5 shall survive the termination of the Commitments and payment in full of the Loans and all other Obligations payable under this Agreement.

Payment of Expenses and Taxes; Indemnification. (a) THE BORROWER AGREES TO PAY ON DEMAND ALL COSTS AND EXPENSES OF THE AGENT IN CONNECTION WITH THE SYNDICATIONthe Borrower agrees to pay on demand all costs and expenses of the Agent in connection with the syndication, PREPARATIONpreparation, NEGOTIATIONnegotiation, EXECUTIONexecution, DELIVERYdelivery, ADMINISTRATIONadministration, MODIFICATIONmodification, AND AMENDMENT OF and amendment of (AND ANY WAIVER OR CONSENT WITH RESPECT TOand any waiver or consent with respect to) THIS AGREEMENTthis Agreement, THE OTHER LOAN DOCUMENTSthe other Loan Documents, AND THE OTHER DOCUMENTS TO BE DELIVERED HEREUNDERand the other documents to be delivered hereunder, INCLUDINGincluding, WITHOUT LIMITATIONwithout limitation, THE REASONABLE FEES AND EXPENSES OF COUNSEL FOR THE AGENT WITH RESPECT THERETO the reasonable fees and expenses of counsel for the Agent with respect thereto (INCLUDINGincluding, TO THE EXTENT PERMITTED BY APPLICABLE LAWto the extent permitted by applicable law, THE COST OF INTERNAL COUNSEL)the cost of internal counsel) and with respect to advising the Agent as to its rights and responsibilities under the Loan Documents. The Borrower further agrees to pay on demand all costs and expenses of the Agent and the Lenders (including, THE REASONABLE FEES AND EXPENSES OF OTHER PROFESSIONALS OR ADVISORS RETAINED BY THE AGENTwithout limitation, AND THE REASONABLE FEES AND EXPENSES OF COUNSEL FOR THE AGENT WITH RESPECT TO ADVISING THE AGENT AS TO ITS RIGHTS AND RESPONSIBILITIES UNDER THE LOAN DOCUMENTS. THE BORROWER FURTHER AGREES TO PAY ON DEMAND ALL COSTS AND EXPENSES OF THE AGENT AND THE LENDERS reasonable attorneys' fees and, with respect to the Agent and to the extent permitted by applicable law, the cost of internal counsel) in connection with any Default or Event of Default and the enforcement (INCLUDINGwhether through negotiations, WITHOUT LIMITATIONlegal proceedings, REASONABLE ATTORNEYS' FEES AND, WITH RESPECT TO THE AGENT AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE COST OF INTERNAL COUNSELor otherwise) IN CONNECTION WITH ANY DEFAULT OR EVENT OF DEFAULT AND THE ENFORCEMENT (WHETHER THROUGH NEGOTIATIONS, LEGAL PROCEEDINGS, OR OTHERWISE) OF THE LOAN DOCUMENTS AND THE OTHER DOCUMENTS TO BE DELIVERED HEREUNDERof the Loan Documents and the other documents to be delivered hereunder. (b) THE BORROWER AGREES TO PAY, INDEMNIFY AND HOLD EACH LENDER AND THE AGENT HARMLESS FROM, ANY AND ALL RECORDING AND FILING FEES AND ANY AND ALL LIABILITIES WITH RESPECT TO, OR RESULTING FROM ANY DELAY IN PAYING, STAMP, EXCISE AND OTHER TAXES, IF ANY, WHICH MAY BE PAYABLE OR DETERMINED TO BE PAYABLE IN CONNECTION WITH THE EXECUTION AND DELIVERY OF, OR CONSUMMATION OR ADMINISTRATION OF ANY OF THE TRANSACTIONS CONTEMPLATED BY, OR ANY AMENDMENT, SUPPLEMENT OR MODIFICATION OF, OR ANY WAIVER OR CONSENT UNDER OR IN RESPECT OF, THIS AGREEMENT, THE OTHER LOAN DOCUMENTS AND ANY SUCH OTHER DOCUMENTS. (c) THE BORROWER AGREES TO INDEMNIFY AND HOLD HARMLESS THE AGENT AND EACH LENDER AND EACH OF THEIR AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND ADVISORS (EACH, AN "INDEMNIFIED PARTY") FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES, COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, SETTLEMENT COSTS AND REASONABLE ATTORNEYS' FEES AND EXPENSES) THAT MAY BE INCURRED BY OR ASSERTED OR AWARDED AGAINST ANY INDEMNIFIED PARTY, IN EACH CASE ARISING OUT OF OR IN CONNECTION WITH OR BY REASON OF (INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH ANY INVESTIGATION, LITIGATION, OR PROCEEDING OR PREPARATION OF DEFENSE IN CONNECTION THEREWITH) (I) THE LOAN DOCUMENTS, ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN OR THE ACTUAL OR PROPOSED USE OF THE PROCEEDS OF THE LOANS (INCLUDING ANY OF THE FOREGOING ARISING FROM THE NEGLIGENCE OF THE INDEMNIFIED PARTY), OR (II) THE ACTUAL OR ALLEGED PRESENCE OF MATERIALS OF ENVIRONMENTAL CONCERN ON ANY PROPERTY NOW OR HEREAFTER OWNED OR LEASED BY THE BORROWER OR ANY OF ITS SUBSIDIARIES, EXCEPT TO THE EXTENT SUCH CLAIM, DAMAGE, LOSS, LIABILITY, COST OR EXPENSE IS FOUND IN A FINAL, NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM SUCH INDEMNIFIED PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. IN THE CASE OF AN INVESTIGATION, LITIGATION OR OTHER PROCEEDING TO WHICH THE INDEMNITY IN THIS SUBSECTION 10.5(C) APPLIES, SUCH INDEMNITY SHALL BE EFFECTIVE WHETHER OR NOT SUCH INVESTIGATION, LITIGATION OR PROCEEDING IS BROUGHT BY THE BORROWER, ITS DIRECTORS, SHAREHOLDERS OR CREDITORS OR AN INDEMNIFIED PARTY OR ANY OTHER PERSON OR ANY INDEMNIFIED PARTY IS OTHERWISE A PARTY THERETO AND WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY ARE CONSUMMATED. THE BORROWER AGREES NOT TO ASSERT ANY CLAIM AGAINST THE AGENT, ANY LENDER, ANY OF THEIR AFFILIATES, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS AND ADVISERS, ON ANY THEORY OF LIABILITY, FOR SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR OTHERWISE RELATING TO THE LOAN DOCUMENTS, ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN OR THEREIN OR THE ACTUAL OR PROPOSED USE OF THE PROCEEDS OF THE LOANS. (d) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section 10.5 shall survive the termination of the Revolving Credit Commitments and payment in full of the Loans and all other Obligations payable under this Agreement.