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

Payment of Expenses and Taxes; Indemnity. The Borrower agrees (a) to pay all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facility, (b) to pay or reimburse the Administrative Agent and its Affiliates for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation and execution and delivery of, and any amendment, supplement or modification to, this Agreement and any Notes and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, special counsel to the Administrative Agent (but excluding the fees or expenses of any other counsel), (c) to pay or reimburse the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, any Notes, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of the special counsel to the Administrative Agent, (d) to pay or reimburse each Bank for all its costs and expenses incurred in connection with the enforcement, or at any time after the occurrence and during the continuance of a Default or an Event of Default the preservation, of any rights under this Agreement, any Notes, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to such Bank, (e) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Bank and the Administrative Agent harmless from, any and all recording and filing fees, if any, and any and all liabilities (for which each Bank has not been otherwise reimbursed under this Agreement) with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any Notes, the other Loan Documents and any such other documents, and (f) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Global Coordinator, each Lead Arranger, each Bank, each Swingline Lender and each Agent together with their respective directors, officers, employees, agents, trustees, advisors and affiliates (collectively, “Indemnified Persons”) harmless from and against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including without limitation, all fees and expenses of counsel to any indemnified person) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, any Notes or the other Loan Documents, the transactions contemplated by this Agreement, any Notes or the other Loan Documents, or the use, or proposed use, of proceeds of the Loans (all the foregoing in this clause (f), collectively, the “Indemnified Liabilities”); provided that the Borrower shall have no obligation hereunder to an Indemnified Person with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of such Indemnified Person, AND PROVIDED FURTHER THAT IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCE. The agreements in this Section 10.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes; Indemnity. The Borrower agrees (a) to pay all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facility, The Company agrees (bi) to pay or reimburse the Administrative Agent and its Affiliates for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation preparation and execution and delivery of, and any amendment, supplement or modification to, this Agreement and any the Notes and the other Loan Documents and any other documents prepared in connection herewith or therewithherewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, special counsel to the Administrative Agent (but excluding the fees or expenses of any other counsel)Agent, (cii) to pay or reimburse each Bank and the Administrative Agent for all its their reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, any Notes, the other Loan Documents Notes and any such other documents, including, without limitation, the reasonable fees and disbursements of the special counsel to the Administrative Agent, (d) to pay or reimburse each Bank for all its costs and expenses incurred in connection with the enforcement, or at any time after the occurrence and during the continuance of a Default or an Event of Default the preservation, of any rights under this Agreement, any Notes, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to such Bank, the Agent and to each of the Banks and (eiii) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Bank and the Administrative Agent harmless from, any and all recording and filing fees, if any, fees and any and all liabilities (for which each Bank has not been otherwise reimbursed under this Agreement) with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, that which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any Notes, the other Loan Documents Notes and any such other documents. (b) The Company will indemnify each of the Agent and the Banks and the directors, officers and employees thereof and each Person, if any, who controls each one of the Agent and the Banks (fany of the foregoing, an "Indemnified Person") without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Global Coordinator, each Lead Arranger, each Bank, each Swingline Lender and each Agent together with their respective directors, officers, employees, agents, trustees, advisors and affiliates (collectively, “Indemnified Persons”) Person harmless from and against, against any and all other liabilities, obligations, lossesclaims, damages, penalties, actions, judgments, suits, costs, liabilities and expenses or disbursements of any kind or nature whatsoever (including without limitation, limitation all fees and disbursements of counsel with whom an Indemnified Person may consult in connection therewith and all expenses of counsel to litigation or preparation therefor) which an Indemnified Person may incur or which may be asserted against it in connection with any indemnified person) with respect to the execution, delivery, enforcement, performance and administration of litigation or investigation involving this Agreement, the use of any Notes proceeds of any Loans under this Agreement by the Company or any Subsidiary, any officer, director or employee thereof other than litigation commenced by the Company against any of the Agent or the other Loan Documents, Banks which (i) seeks enforcement of any of the transactions contemplated by this Agreement, Company's rights hereunder and (ii) is determined adversely to any Notes of the Agent or the other Loan Documents, or the use, or proposed use, of proceeds of the Loans Banks. (all the foregoing in this clause (f), collectively, the “Indemnified Liabilities”); provided that the Borrower shall have no obligation hereunder to an Indemnified Person with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of such Indemnified Person, AND PROVIDED FURTHER THAT IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCE. c) The agreements in this Section 10.5 subsection 8.5 shall survive repayment of the Loans Notes and all other amounts payable hereunder.

Payment of Expenses and Taxes; Indemnity. The Borrower agrees (a) to pay all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facility, (b) to pay or reimburse the Administrative each Agent and its Affiliates for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation preparation and execution and delivery of, and any amendment, supplement or modification to, this Agreement and any Notes and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, including the reasonable fees and disbursements of Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, special counsel to such Agent and filing and recording fees and expenses, with statements with respect to the Administrative foregoing to be submitted to the Borrower prior to the Closing Date (in the case of amounts to be paid on the Closing Date) and from time to time thereafter on a quarterly basis or such other periodic basis as such Agent (but excluding the fees or expenses of any other counsel)shall deem appropriate, (cb) to pay or reimburse the Administrative each Lender and Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, any Notes, the other Loan Documents and any such other documents, including, without limitation, including the reasonable fees and disbursements of the special counsel to the Administrative Agent, (d) to pay or reimburse each Bank for all its costs and expenses incurred in connection with the enforcement, or at any time after the occurrence and during the continuance of a Default or an Event of Default the preservation, of any rights under this Agreement, any Notes, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and of counsel to such BankAgent, (ec) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Bank Lender and the Administrative Agent harmless from, any and all recording and filing fees, if any, fees and any and all liabilities (for which each Bank has not been otherwise reimbursed under this Agreement) with respect to, or resulting from any delay in paying, stamp, excise and other taxespaying Other Taxes, if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any Notes, the other Loan Documents and any such other documents, and (fd) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Global Coordinator, each Lead Arranger, each Bank, each Swingline Lender and Agent and each Agent together with of their respective officers, directors, officers, employees, agentsattorneys, trusteesaffiliates, agents and advisors (each, including each Lender and affiliates (collectivelyAgent, an “Indemnified PersonsIndemnitee”) harmless from and against, against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including without limitation, all fees and expenses of counsel to any indemnified person) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, any Notes or the other Loan DocumentsDocuments and any such other documents, including any of the transactions contemplated by this Agreement, any Notes or foregoing relating to the other Loan Documents, or the use, or proposed use, use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of any Group Member or any of the Properties or the unauthorized use by Persons of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such Persons and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (fd), collectively, the “Indemnified Liabilities”); provided , provided, that the Borrower shall have no obligation hereunder to an Indemnified Person any Indemnitee with respect to Indemnified Liabilities arising to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnified PersonIndemnitee or any of its Related Persons. Without limiting the foregoing, AND PROVIDED FURTHER THAT IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCEand to the extent permitted by applicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or 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 Indemnitee. All amounts due under this Section 11.5 shall be payable not later than 10 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 11.5 shall be submitted pursuant to the notice information for the Borrower set forth in Section 11.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent. The agreements in this Section 10.5 11.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes; Indemnity. The Borrower agrees (a) to pay all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facility, (b) to pay or reimburse the Administrative Agent and its Affiliates for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation and execution and delivery of, and any amendment, supplement or modification to, this Agreement and any Notes and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of Sxxxxxx Xxxxxxx Simpson Thacher & Bxxxxxxx Bartlett LLP, special counsel to the Administrative Agent Xxxxx (but excluding the fees xxx xxxxudixx xxx xees or expenses of any other counsel), (c) to pay or reimburse the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, any Notes, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of the special counsel to the Administrative Agent, (d) to pay or reimburse each Bank for all its costs and expenses incurred in connection with the enforcement, or at any time after the occurrence and during the continuance of a Default or an Event of Default the preservation, of any rights under this Agreement, any Notes, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to such Bank, (e) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Bank and the Administrative Agent harmless from, any and all recording and filing fees, if any, and any and all liabilities (for which each Bank has not been otherwise reimbursed under this Agreement) with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any Notes, the other Loan Documents and any such other documents, and (f) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Global Coordinator, each Lead Arranger, each Bank, each Swingline Lender Bank and each Agent together with their respective directors, officers, employees, agents, trustees, advisors and affiliates (collectively, “"Indemnified Persons”") harmless from and against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including without limitation, all fees and expenses of counsel to any indemnified person) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, any Notes or the other Loan Documents, the transactions contemplated by this Agreement, any Notes or the other Loan Documents, or the use, or proposed use, of proceeds of the Loans (all the foregoing in this clause (f), collectively, the “"Indemnified Liabilities”"); provided that the Borrower shall have no obligation hereunder to an Indemnified Person with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of such Indemnified Person, AND PROVIDED FURTHER THAT IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCE. The agreements in this Section 10.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes; Indemnity. The Borrower agrees (a) to pay all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facility, The Company agrees (bi) to pay or reimburse the Administrative Agent and its Affiliates for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation preparation and execution and delivery of, and any amendment, supplement or modification to, this Agreement and any the Notes and the other Loan Documents and any other documents prepared in connection herewith or therewithherewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, special counsel to the Administrative Agent (but excluding the fees or expenses of any other counsel)Agent, (cii) to pay or reimburse each Bank and the Administrative Agent for all its their reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, any Notes, the other Loan Documents Notes and any such other documents, including, without limitation, the reasonable fees and disbursements of the special counsel to the Administrative Agent, (d) to pay or reimburse each Bank for all its costs and expenses incurred in connection with the enforcement, or at any time after the occurrence and during the continuance of a Default or an Event of Default the preservation, of any rights under this Agreement, any Notes, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees allocated cost of in-house counsel) to the Agent and disbursements of counsel to such Bankthe several Banks, and (eiii) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Bank and the Administrative Agent harmless from, any and all recording and filing fees, if any, fees and any and all liabilities (for which each Bank has not been otherwise reimbursed under this Agreement) with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, that which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any Notes, the other Loan Documents Notes and any such other documents. (b) The Company will indemnify each of the Agent and the Banks and the directors, officers and employees thereof and each Person, if any, who controls each one of the Agent and the Banks (fany of the foregoing, an “Indemnified Person”) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Global Coordinator, each Lead Arranger, each Bank, each Swingline Lender and each Agent together with their respective directors, officers, employees, agents, trustees, advisors and affiliates (collectively, “Indemnified Persons”) Person harmless from and against, against any and all other liabilities, obligations, lossesclaims, damages, penalties, actions, judgments, suits, costs, liabilities and expenses or (including without limitation all fees and disbursements of any kind or nature whatsoever counsel (including without limitation, the allocated cost of in-house counsel) with whom an Indemnified Person may consult in connection therewith and all fees and expenses of counsel litigation or preparation therefor) which an Indemnified Person may incur or which may be asserted against it in connection with any litigation or investigation (whether or not such Indemnified Person is a party to any indemnified personsuch litigation or investigation) with respect to the execution, delivery, enforcement, performance and administration of involving this Agreement, the use of any Notes proceeds of any Loans under this Agreement by the Company or any Subsidiary, any officer, director or employee thereof, excluding litigation commenced by the Company against any of the Agent or the other Loan Documents, Banks which (i) seeks enforcement of any of the transactions contemplated by this Agreement, Company’s rights hereunder and (ii) is determined adversely to any Notes of the Agent or the other Loan Documents, or the use, or proposed use, of proceeds of the Loans Banks (all the foregoing in this clause (f)such non-excluded claims, collectivelydamages, the liabilities and expenses, “Indemnified Liabilities”); , provided that the Borrower Company shall have no obligation hereunder to an any Indemnified Person with respect to Indemnified Liabilities arising to the extent such Indemnified Liabilities resulted from the gross negligence or willful misconduct of such Indemnified Person, AND PROVIDED FURTHER THAT IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCE. . (c) The agreements in this Section subsection 10.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes; Indemnity. The Borrower agrees (a) to pay all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facility, (b) to pay or reimburse the Administrative Agent and its Affiliates for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation preparation and execution and delivery of, and any amendment, supplement or modification to, this Agreement and any Notes and the other Loan Documents Documents, and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, including the reasonable fees and disbursements of Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, special counsel to the Administrative Agent Agent; (but excluding the fees or expenses of any other counsel), (cb) to pay or reimburse each Lender and the Administrative Agent for all its costs and expenses (including post-judgment costs and expenses) incurred in connection with the enforcement or preservation of any rights under this Agreement, any Notes, the other Loan Documents Documents, and any such other documents, including, without limitation, including the reasonable fees and disbursements of the special counsel to the Administrative Agent, and the several Lenders; (dc) to pay or reimburse each Bank for all its costs and expenses incurred in connection with the enforcement, or at any time after the occurrence and during the continuance of a Default or an Event of Default the preservation, of any rights under this Agreement, any Notes, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to such Bank, (e) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and indemnify and hold harmless each Bank Lender and the Administrative Agent harmless from(and their respective affiliates, officers, directors, employees, advisors and agents) from and against, any and all recording and filing fees, if any, fees and any and all liabilities (for which each Bank has not been otherwise reimbursed under this Agreement) with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, that which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any Notes, the other Loan Documents Documents, and any such other documents, ; and (fd) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and indemnify and hold harmless each Global Coordinator, each Lead Arranger, each Bank, each Swingline Lender and each the Administrative Agent together with (and their respective directorsaffiliates, officers, directors, employees, agents, trustees, advisors and affiliates (collectively, “Indemnified Persons”agents) harmless from and against, against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including without limitation, all fees and expenses regardless of counsel to any indemnified personwhether pre-judgment or post-judgment) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, any Notes or the other Loan Documents, and any such other documents, including any of the transactions contemplated by this Agreementforegoing relating to the violation of, noncompliance with or liability under, any Notes Environmental Law applicable to the operations of any Loan Party, any of its Subsidiaries or the other Loan Documents, or the use, or proposed use, of proceeds any of the Loans Scheduled Properties (all the foregoing in this clause (fd), collectively, the “Indemnified Liabilities”"indemnified liabilities"); , provided that the Borrower such Loan Party shall have no obligation hereunder to an Indemnified Person any indemnitee with respect to Indemnified Liabilities indemnified liabilities arising from the gross negligence or willful misconduct of such Indemnified Person, AND PROVIDED FURTHER THAT IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCEIndemnitee or its Affiliates as determined by a court of competent jurisdiction. The agreements in this Section 10.5 12.5 shall survive repayment the termination of this Agreement, and the payment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes; Indemnity. The Borrower agrees Vendor and each other Lender will bear all its respective costs in connection with this Agreement, except that (a) to pay all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facility, (b) Borrower agrees to pay or reimburse the Administrative Agent and its Affiliates for all its reasonable out-of-pocket costs and expenses incurred by the Agent in connection with the development, preparation, negotiation and execution and delivery of, and enforcement of any amendment, supplement or modification to, rights under this Agreement and any Notes and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and therebyDocuments, including, without limitation, the reasonable fees and disbursements of Sxxxxxx Xxxxxxx & Bxxxxxxx LLPone, special and only one, counsel to the Administrative Agent and the Lenders and (but excluding b) the fees or expenses of any other counsel), (c) to Borrower shall pay or reimburse the Administrative Agent Agent, to the extent agreed by the Borrower and the Agent, for all its costs and expenses of the Agent incurred in connection with the enforcement any amendments, supplements, modifications or preservation waivers of any rights under this Agreement, any Notes, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of the special counsel to the Administrative Agent, . The Borrower also agrees (di) to pay or reimburse each Bank for all its costs and expenses incurred in connection with the enforcement, or at any time after the occurrence and during the continuance of a Default or an Event of Default the preservation, of any rights under this Agreement, any Notes, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to such Bank, (e) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Bank Lender and the Administrative Agent harmless from, any and all recording and filing fees, if any, fees and any and all liabilities (for which each Bank has not been otherwise reimbursed under this Agreement) with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, that which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any Notes, the other Loan Documents and any such other documents, and (fii) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Global Coordinator, each Lead Arranger, each Bank, each Swingline Lender and each the Agent together with their respective directors, officers, employees, agents, trustees, advisors and affiliates (collectively, “Indemnified Persons”) harmless from and against, against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including without limitation, all fees and expenses of counsel to any indemnified person) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, any Notes or the other Loan DocumentsDocuments and any such other documents, the transactions contemplated by this Agreementincluding, without limitation, any Notes or the other Loan Documents, or the use, or proposed use, of proceeds of the Loans foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries or any of their properties (all the foregoing in this clause (fii), collectively, the “Indemnified Liabilities”"indemnified liabilities"); , provided that the Borrower shall have no obligation hereunder to an Indemnified Person the Agent or any Lender with respect to Indemnified Liabilities indemnified liabilities arising from the gross negligence or willful misconduct of the Agent or such Indemnified Person, AND PROVIDED FURTHER THAT IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCELender. The agreements in this Section 10.5 subsection shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes; Indemnity. The Borrower agrees (a) to pay all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facility, (b) to pay or reimburse the Administrative Agent and its Affiliates for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation and execution and delivery of, and any amendment, supplement or modification to, this Agreement and any Notes and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of Sxxxxxx Xxxxxxx Xxxxxxx & Bxxxxxxx Xxxxxxxx LLP, special counsel to the Administrative Agent (but excluding the fees or expenses of any other counsel), (c) to pay or reimburse the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, any Notes, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of the special counsel to the Administrative Agent, (d) to pay or reimburse each Bank for all its costs and expenses incurred in connection with the enforcement, or at any time after the occurrence and during the continuance of a Default or an Event of Default the preservation, of any rights under this Agreement, any Notes, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to such Bank, (e) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Bank and the Administrative Agent harmless from, any and all recording and filing fees, if any, and any and all liabilities (for which each Bank has not been otherwise reimbursed under this Agreement) with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any Notes, the other Loan Documents and any such other documents, and (f) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Global Coordinator, each Lead Arranger, each Bank, each Swingline Lender Bank and each Agent together with their respective directors, officers, employees, agents, trustees, advisors and affiliates (collectively, “"Indemnified Persons”") harmless from and against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including without limitation, all fees and expenses of counsel to any indemnified person) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, any Notes or the other Loan Documents, the transactions contemplated by this Agreement, any Notes or the other Loan Documents, or the use, or proposed use, of proceeds of the Loans (all the foregoing in this clause (f), collectively, the “"Indemnified Liabilities”"); provided that the Borrower shall have no obligation hereunder to an Indemnified Person with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of such Indemnified Person, AND PROVIDED FURTHER THAT IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCE. The agreements in this Section 10.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes; Indemnity. (a) The Borrower agrees (a) to pay all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facility, (bi) to pay or reimburse the Administrative each Agent and its Affiliates for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation and negotiation, execution and delivery ofdelivery, and any amendment, supplement or modification to, this Agreement and any Notes and the other Loan Documents Documents, any security arrangements in connection therewith and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, including the reasonable invoiced fees and disbursements of Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, special counsel to such parties and filing and recording fees and expenses, with statements with respect to the Administrative Agent foregoing to be submitted to the Borrower prior to the Restatement Effective Date (but excluding in the fees or expenses case of any other counsel), amounts to be paid on the Restatement Effective Date and from time to time thereafter as such parties shall deem appropriate and (cii) to pay or reimburse the Administrative each Lender and Agent for all its documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, any Notes, the other Loan Documents and any such other documents, including, without limitation, including the reasonable fees and disbursements of the special counsel to the Administrative Agent, (d) to pay or reimburse each Bank for all its costs and expenses incurred in connection with the enforcement, or at any time after the occurrence and during the continuance of a Default or an Event of Default the preservation, of any rights under this Agreement, any Notes, the other Loan Documents and any such other documents, including, without limitation, the reasonable invoiced fees and disbursements of counsel to such Bank, parties and any documented costs and expenses incurred during any workout or restructuring. (eb) without duplication of any other provision contained in this Agreement or any Notes, The Borrower agrees (i) to pay, indemnify, and hold each Bank Lender and the Administrative each Agent harmless from, any and all recording and filing fees, if any, and any and all liabilities (for which each Bank has not been otherwise reimbursed under this Agreement) with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any Notes, the other Loan Documents and any such other documents, and (fii) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Global Coordinator, each Lead Arranger, each Bank, each Swingline Lender and each Agent together with and the Joint Bookrunners and their respective directors, officers, employees, agents, trustees, advisors and affiliates (collectivelyincluding, without limitation, controlling persons) and each member, partner, director, officer, employee, advisor, agent, affiliate, successor, partner, member, representative and assign of each of the forgoing (each, an “Indemnified PersonsIndemnitee”) harmless from and against, against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including without limitationwhatsoever, all fees and expenses of counsel to whether brought by any indemnified person) Loan Party, any affiliate thereof or a third party, with respect to the execution, delivery, enforcement, performance and administration of this Agreement, any Notes or the other Loan DocumentsDocuments (regardless of whether any Loan Party is or is not a party to any such actions or suits) and any such other documents, including any of the transactions contemplated by this Agreement, any Notes or foregoing relating to the other Loan Documents, or the use, or proposed use, use of proceeds of the Loans Term Loans, or violation of, noncompliance with or liability under, any Environmental Law relating to any Group Member or any of the Properties, including the presence, Release or threat of Releases of any Materials of Environmental Concern, and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (fii), collectively, the “Indemnified Liabilities”); provided provided, that the Borrower shall not have no any obligation hereunder to an Indemnified Person any Indemnitee with respect to Indemnified Liabilities arising to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the bad faith, gross negligence or willful misconduct of such Indemnitee or its Related Indemnified PersonPersons. Without limiting the foregoing, AND PROVIDED FURTHER THAT IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCEand to the extent permitted by applicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or 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 Indemnitee except to the extent found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the bad faith, gross negligence or willful misconduct of such Indemnitee or its Related Indemnified Persons. Statements payable by the Borrower pursuant to this Section 10.5 shall be submitted to the Chief Financial Officer, at the address of the Borrower set forth in Section 10.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent. The agreements in this Section 10.5 shall survive repayment of the Term Loans and all other amounts payable hereunder. (c) To the fullest extent permitted by applicable law, neither the Borrower nor any Indemnitee shall assert, and each of the Borrower and each Indemnitee does hereby waive, any claim against any party hereto, 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, the transactions contemplated hereby or thereby, any Term Loan or the use of the proceeds thereof; provided that the foregoing shall not limit the indemnification obligations of the Borrower under clause (b) above to the extent they arise from claims of third parties against an Indemnitee for such special, indirect, consequential or punitive damages. No Indemnitee 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. (d) The Borrower shall not, without the prior written consent of the Indemnitee, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any proceeding in respect of which indemnification may be sought hereunder (whether or not any Indemnitee is a party thereto) unless such settlement, compromise, consent or termination (i) includes an unconditional release of each Indemnitee from all liability arising out of such proceeding and (ii) does not include a statement as to, or an admission of, fault, culpability, or a failure to act by or on behalf of such Indemnitee. (e) The Borrower will not be liable under this Agreement for any amount paid by an Indemnitee to settle any claims or actions if the settlement is entered into without the Borrower’s consent, which consent may not be withheld or delayed unless such settlement is unreasonable in light of such claims or actions against, and defenses available to, such Indemnitee; provided that this Section 10.5(e) shall not apply to those settlements where the Borrower was offered the ability to assume the defense of the action that directly and specifically related to the subject matter of such settlement and elected not to assume such defense. (f) All amounts due under this Section shall be payable not later than ten (10) days after demand therefor.

Payment of Expenses and Taxes; Indemnity. (a) The Borrower agrees (a) to pay all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facility, (bi) to pay or reimburse the Administrative each Agent and its Affiliates for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation and negotiation, execution and delivery ofdelivery, and any amendment, supplement or modification to, this Agreement and any Notes and the other Loan Documents Documents, any security arrangements in connection therewith and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, including the reasonable invoiced fees and disbursements of Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, special counsel to such parties and filing and recording fees and expenses, with statements with respect to the Administrative Agent foregoing to be submitted to the Borrower prior to the Closing Date (but excluding in the fees or expenses case of any other counsel), amounts to be paid on the Closing Date) and from time to time thereafter as such parties shall deem appropriate and (cii) to pay or reimburse the Administrative each Lender and Agent for all its documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, any Notes, the other Loan Documents and any such other documents, including, without limitation, including the reasonable fees and disbursements of the special counsel to the Administrative Agent, (d) to pay or reimburse each Bank for all its costs and expenses incurred in connection with the enforcement, or at any time after the occurrence and during the continuance of a Default or an Event of Default the preservation, of any rights under this Agreement, any Notes, the other Loan Documents and any such other documents, including, without limitation, the reasonable invoiced fees and disbursements of counsel to such Bank, parties and any documented costs and expenses incurred during any workout or restructuring. (eb) without duplication of any other provision contained in this Agreement or any Notes, The Borrower agrees (i) to pay, indemnify, and hold each Bank Lender and the Administrative each Agent harmless from, any and all recording and filing fees, if any, and any and all liabilities (for which each Bank has not been otherwise reimbursed under this Agreement) with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any Notes, the other Loan Documents and any such other documents, and (fii) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Global Coordinator, each Lead Arranger, each Bank, each Swingline Lender and each Agent together with and the Joint Bookrunners and their respective directors, officers, employees, agents, trustees, advisors and affiliates (collectivelyincluding, without limitation, controlling persons) and each member, partner, director, officer, employee, advisor, agent, affiliate, successor, partner, member, representative and assign of each of the forgoing (each, an “Indemnified PersonsIndemnitee”) harmless from and against, against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including without limitation, all fees and expenses of counsel to any indemnified person) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, any Notes or the other Loan DocumentsDocuments (regardless of whether any Loan Party is or is not a party to any such actions or suits) and any such other documents, including any of the transactions contemplated by this Agreement, any Notes or foregoing relating to the other Loan Documents, or the use, or proposed use, use of proceeds of the Loans Term Loans, or violation of, noncompliance with or liability under, any Environmental Law relating to any Group Member or any of the Properties, including the presence, Release or threat of Releases of any Materials of Environmental Concern, and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (fii), collectively, the “Indemnified Liabilities”); provided provided, that the Borrower shall not have no any obligation hereunder to an Indemnified Person any Indemnitee with respect to Indemnified Liabilities arising to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the bad faith, gross negligence or willful misconduct of such Indemnitee or its Related Indemnified PersonPersons. Without limiting the foregoing, AND PROVIDED FURTHER THAT IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCEand to the extent permitted by applicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or 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 Indemnitee except to the extent found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the bad faith, gross negligence or willful misconduct of such Indemnitee or its Related Indemnified Persons. Statements payable by the Borrower pursuant to this Section 10.5 shall be submitted to the Chief Financial Officer, at the address of the Borrower set forth in Section 10.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent. The agreements in this Section 10.5 shall survive repayment of the Term Loans and all other amounts payable hereunder. (c) To the fullest extent permitted by applicable law, neither the Borrower nor any Indemnitee shall assert, and each of the Borrower and each Indemnitee does hereby waive, any claim against any party hereto, 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, the transactions contemplated hereby or thereby, any Term Loan or the use of the proceeds thereof; provided that the foregoing shall not limit the indemnification obligations of the Borrower under clause (b) above to the extent they arise from claims of third parties against an Indemnitee for such special, indirect, consequential or punitive damages. No Indemnitee 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. (d) The Borrower shall not, without the prior written consent of the Indemnitee, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any proceeding in respect of which indemnification may be sought hereunder (whether or not any Indemnitee is a party thereto) unless such settlement, compromise, consent or termination (i) includes an unconditional release of each Indemnitee from all liability arising out of such proceeding and (ii) does not include a statement as to, or an admission of, fault, culpability, or a failure to act by or on behalf of such Indemnitee. (e) The Borrower will not be liable under this Agreement for any amount paid by an Indemnitee to settle any claims or actions if the settlement is entered into without the Borrower’s consent, which consent may not be withheld or delayed unless such settlement is unreasonable in light of such claims or actions against, and defenses available to, such Indemnitee; provided that this Section 10.5(e) shall not apply to those settlements where the Borrower was offered the ability to assume the defense of the action that directly and specifically related to the subject matter of such settlement and elected not to assume such defense. (f) All amounts due under this Section shall be payable not later than ten (10) days after demand therefor.

Payment of Expenses and Taxes; Indemnity. (a) The Borrower agrees (a) to pay all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facility, (bi) to pay or reimburse each of the Administrative Agent, the Documentation Agent and its Affiliates the Lenders for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation and execution and delivery of, and any amendment, supplement or modification to, this Agreement and any Notes and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, special counsel to the Administrative Agent (but excluding the fees or expenses of any other counsel), (c) to pay or reimburse the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, any the Notes, the other Loan Documents and any such other documentsdocuments prepared in connection herewith or therewith, including, without limitation, the reasonable fees and disbursements of the special counsel to the Administrative Agent, (d) to pay or reimburse each Bank for all its costs and expenses incurred in connection with the enforcement, or at any time after the occurrence and during the continuance of a Default or an Event of Default the preservation, of any rights under this Agreement, any Notes, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to such Bankthe Administrative Agent, the Documentation Agent and the Lenders or the costs of services allocated to in-house counsel to the Administrative Agent, the Documentation Agent and the Lenders, and (eii) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Bank of the Administrative Agent, the Documentation Agent and the Administrative Agent Lenders harmless from, from any and all recording and filing fees, if any, fees and any and all actual and direct liabilities (for which each Bank has not been otherwise reimbursed under this Agreement) with respect to, or resulting from any delay in paying, paying stamp, excise and other taxes, if any, that which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any the Notes, the other Loan Documents and any such other documents. (b) The Borrower agrees to indemnify each Managing Agent, and (f) without duplication of any other provision contained in this Agreement or any Notesthe Administrative Agent, to paythe Documentation Agent, indemnify, and hold each Global Coordinatorthe Syndication Agent, each Lead Arranger, each Bank, each Swingline Lender and each Agent together with of their respective directors, officers, employeesemployees and agents (each such person being called an "Indemnitee") against, agents, trustees, advisors and affiliates (collectively, “Indemnified Persons”) to hold each Indemnitee harmless from and againstfrom, any and all other liabilitieslosses, obligations, lossesclaims, damages, penaltiesliabilities and related expenses, actionsincluding reasonable counsel fees, judgmentscharges and disbursements, suits, costs, expenses incurred by or disbursements asserted against any Indemnitee arising out of any kind or nature whatsoever in connection with (including without limitation, all fees and expenses of counsel to any indemnified personi) with respect to the execution, delivery, enforcement, performance and administration execution or delivery of this AgreementAgreement or any agreement or instrument contemplated hereby, any Notes (ii) the performance by the parties hereto of their respective obligations hereunder or the other Loan Documents, consummation of the transactions contemplated by this Agreementhereby, any Notes or (iii) the other Loan Documents, or use of the use, or proposed use, of proceeds of the Loans or (all iv) any claim, litigation, investigation or proceeding relating to any of the foregoing in this clause foregoing, whether or not any Indemnitee is a party thereto, and including any legal action by the Borrower against an Indemnitee (f), collectively, unless the “Indemnified Liabilities”Borrower prevails); provided that such indemnity shall not, as to any Indemnitee, be available to the Borrower shall extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have no obligation hereunder to an Indemnified Person with respect to Indemnified Liabilities arising resulted from the gross negligence or willful misconduct wilful misconduct, breach of this Agreement or violation of applicable law of such Indemnified Person, AND PROVIDED FURTHER THAT IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCE. Indemnitee or (y) are the result of claims of Lenders against other Lenders not attributable to the Borrower's actions and for which the Borrower otherwise has no liability. (c) The agreements in provisions of this Section 10.5 8.4 shall survive remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans and all other Loans, the invalidity or unenforceability of any term or provision of this Agreement, or any investigation made by or on behalf of the Managing Agents, the Administrative Agent, the Documentation Agent, the Syndication Agent or any Lender. All amounts due under this Section 8.4 shall be payable hereunderon written demand therefor.

Payment of Expenses and Taxes; Indemnity. The Borrower agrees (a) to pay all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facility, (b) to pay or reimburse the Administrative Agent and its Affiliates for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation syndication and execution and delivery of, and any amendment, supplement or modification to, this Agreement and any Notes and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, special counsel to the Administrative Agent (but excluding the fees or expenses of any other counsel)Agent, (cb) to pay or reimburse the Administrative each Lender and any Agent for all its reasonable costs and expenses incurred during the continuance of any Default or Event of Default in connection with the enforcement or preservation of any rights under this Agreement, any Notes, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of the special counsel to the Administrative Agent, (d) to pay or reimburse each Bank for all its costs and expenses incurred in connection with the enforcement, or at any time after the occurrence and during the continuance of a Default or an Event of Default the preservation, of any rights under this Agreement, any Notes, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to such Bankeach Lender and of counsel to the Agents, (ec) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold harmless each Bank Lender and the Administrative Agent harmless from, any and all recording and filing fees, if any, fees and any and all liabilities (for which each Bank has not been otherwise reimbursed under this Agreement) with respect to, or resulting from any delay in paying, stamp, excise and other taxesOther Taxes, if any, that which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any Notes, the other Loan Documents and any such other documents, and (fd) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold harmless each Global Coordinator, each Lead Arranger, each Bank, each Swingline Lender and each the Administrative Agent together with and their respective officers, directors, officers, employees, agentssubsidiaries, trusteesaffiliates, advisors shareholders, agents and affiliates controlling persons (collectivelyeach, an “Indemnified PersonsIndemnitee”) harmless from and against, against any and all other liabilities, obligations, losses, damages, settlement payment, penalties, claims, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including without limitation, all fees and expenses of counsel to any indemnified person) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, any Notes or the other Loan DocumentsDocuments and related documents, the transactions contemplated by this Agreementthereby, any Notes or the other Loan Documentsuse of the proceeds of the Loans, or the useCollateral therefor, or proposed useincluding, of proceeds without limitation, any of the Loans foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries or any of the Properties (all the foregoing in this clause (fd), collectively, the “Indemnified Liabilitiesindemnified liabilities”); , provided that the Borrower shall have no obligation hereunder to an Indemnified Person the Administrative Agent or any Lender with respect to Indemnified Liabilities indemnified liabilities solely arising from the gross negligence or willful misconduct of such Indemnified PersonIndemnitee. In any such litigation, AND PROVIDED FURTHER THAT IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCEor the preparation therefor, the Borrower may elect to assume the defense thereof with counsel retained by Borrower and reasonably satisfactory to the Administrative Agent, however the Administrative Agent and the Lenders shall be entitled to select their own counsel and, in addition to the foregoing indemnity, the Borrower agrees to pay promptly the reasonable fees and expenses of Indemnitees’ counsel, provided further that so long as Indemnitees’ interests are similar in all material respects, the Indemnitees shall endeavor to use the same counsel. The agreements in this Section 10.5 shall survive the termination of this Agreement and the repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes; Indemnity. (a) The Borrower agrees (a) to pay all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facility, (bi) to pay or reimburse the Administrative each Agent and its Affiliates for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation and negotiation, execution and delivery ofdelivery, and any amendment, supplement or modification to, this Agreement and any Notes and the other Loan Documents Documents, any security arrangements in connection therewith and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, including the reasonable invoiced fees and disbursements of Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, special counsel to such parties and filing and recording fees and expenses, with statements with respect to the Administrative Agent foregoing to be submitted to the Borrower prior to the Restatement Effective Date (but excluding in the fees or expenses case of any other counsel), amounts to be paid on the Restatement Effective Date and from time to time thereafter as such parties shall deem appropriate and (cii) to pay or reimburse the Administrative each Lender and Agent for all its documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, any Notes, the other Loan Documents and any such other documents, including, without limitation, including the reasonable fees and disbursements of the special counsel to the Administrative Agent, (d) to pay or reimburse each Bank for all its costs and expenses incurred in connection with the enforcement, or at any time after the occurrence and during the continuance of a Default or an Event of Default the preservation, of any rights under this Agreement, any Notes, the other Loan Documents and any such other documents, including, without limitation, the reasonable invoiced fees and disbursements of counsel to such Bank, parties and any documented costs and expenses incurred during any workout or restructuring. (eb) without duplication of any other provision contained in this Agreement or any Notes, The Borrower agrees (i) to pay, indemnify, and hold each Bank Lender and the Administrative each Agent harmless from, any and all recording and filing fees, if any, and any and all liabilities (for which each Bank has not been otherwise reimbursed under this Agreement) with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any Notes, the other Loan Documents and any such other documents, and (fii) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Global Coordinator, each Lead Arranger, each Bank, each Swingline Lender and each Agent together with and the Joint Bookrunners and their respective directors, officers, employees, agents, trustees, advisors and affiliates (collectivelyincluding, without limitation, controlling persons) and each member, partner, director, officer, employee, advisor, agent, affiliate, successor, partner, member, representative and assign of each of the forgoing (each, an “Indemnified PersonsIndemnitee”) harmless from and against, against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including without limitation, all fees and expenses of counsel to any indemnified person) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, any Notes or the other Loan DocumentsDocuments (regardless of whether any Loan Party is or is not a party to any such actions or suits) and any such other documents, including any of the transactions contemplated by this Agreement, any Notes or foregoing relating to the other Loan Documents, or the use, or proposed use, use of proceeds of the Loans Term Loans, or violation of, noncompliance with or liability under, any Environmental Law relating to any Group Member or any of the Properties, including the presence, Release or threat of Releases of any Materials of Environmental Concern, and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (fii), collectively, the “Indemnified Liabilities”); provided provided, that the Borrower shall not have no any obligation hereunder to an Indemnified Person any Indemnitee with respect to Indemnified Liabilities arising to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the bad faith, gross negligence or willful misconduct of such Indemnitee or its Related Indemnified PersonPersons. Without limiting the foregoing, AND PROVIDED FURTHER THAT IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCEand to the extent permitted by applicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or 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 Indemnitee except to the extent found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the bad faith, gross negligence or willful misconduct of such Indemnitee or its Related Indemnified Persons. Statements payable by the Borrower pursuant to this Section 10.5 shall be submitted to the Chief Financial Officer, at the address of the Borrower set forth in Section 10.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent. The agreements in this Section 10.5 shall survive repayment of the Term Loans and all other amounts payable hereunder. (c) To the fullest extent permitted by applicable law, neither the Borrower nor any Indemnitee shall assert, and each of the Borrower and each Indemnitee does hereby waive, any claim against any party hereto, 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, the transactions contemplated hereby or thereby, any Term Loan or the use of the proceeds thereof; provided that the foregoing shall not limit the indemnification obligations of the Borrower under clause (b) above to the extent they arise from claims of third parties against an Indemnitee for such special, indirect, consequential or punitive damages. No Indemnitee 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. (d) The Borrower shall not, without the prior written consent of the Indemnitee, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any proceeding in respect of which indemnification may be sought hereunder (whether or not any Indemnitee is a party thereto) unless such settlement, compromise, consent or termination (i) includes an unconditional release of each Indemnitee from all liability arising out of such proceeding and (ii) does not include a statement as to, or an admission of, fault, culpability, or a failure to act by or on behalf of such Indemnitee. (e) The Borrower will not be liable under this Agreement for any amount paid by an Indemnitee to settle any claims or actions if the settlement is entered into without the Borrower’s consent, which consent may not be withheld or delayed unless such settlement is unreasonable in light of such claims or actions against, and defenses available to, such Indemnitee; provided that this Section 10.5(e) shall not apply to those settlements where the Borrower was offered the ability to assume the defense of the action that directly and specifically related to the subject matter of such settlement and elected not to assume such defense. (f) All amounts due under this Section shall be payable not later than ten (10) days after demand therefor.

Payment of Expenses and Taxes; Indemnity. The Borrower agrees (a) to pay all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facility, The Company agrees (bi) to pay or reimburse the Administrative Agent and its Affiliates for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation preparation and execution and delivery of, and any amendment, supplement or modification to, this Agreement and any the Notes and the other Loan Documents and any other documents prepared in connection herewith or therewithherewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, special counsel to the Administrative Agent (but excluding the fees or expenses of any other counsel)Agent, (cii) to pay or reimburse each Bank and the Administrative Agent for all its their reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, any Notes, the other Loan Documents Notes and any such other documents, including, without limitation, the reasonable fees and disbursements of the special counsel to the Administrative Agent, (d) to pay or reimburse each Bank for all its costs and expenses incurred in connection with the enforcement, or at any time after the occurrence and during the continuance of a Default or an Event of Default the preservation, of any rights under this Agreement, any Notes, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees allocated cost of in-house counsel) to the Agent and disbursements of counsel to such Bankthe several Banks, and (eiii) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Bank and the Administrative Agent harmless from, any and all recording and filing fees, if any, fees and any and all liabilities (for which each Bank has not been otherwise reimbursed under this Agreement) with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, that which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any Notes, the other Loan Documents Notes and any such other documents. (b) The Company will indemnify each of the Agent and the Banks and the directors, officers and employees thereof and each Person, if any, who controls each one of the Agent and the Banks (fany of the foregoing, an "Indemnified Person") without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Global Coordinator, each Lead Arranger, each Bank, each Swingline Lender and each Agent together with their respective directors, officers, employees, agents, trustees, advisors and affiliates (collectively, “Indemnified Persons”) Person harmless from and against, against any and all other liabilities, obligations, lossesclaims, damages, penalties, actions, judgments, suits, costs, liabilities and expenses or (including without limitation all fees and disbursements of any kind or nature whatsoever counsel (including without limitation, the allocated cost of in-house counsel) with whom an Indemnified Person may consult in connection therewith and all fees and expenses of counsel litigation or preparation therefor) which an Indemnified Person may incur or which may be asserted against it in connection with any litigation or investigation (whether or not such Indemnified Person is a party to any indemnified personsuch litigation or investigation) with respect to the execution, delivery, enforcement, performance and administration of involving this Agreement, the use of any Notes proceeds of any Loans under this Agreement by the Company or any Subsidiary, any officer, director or employee thereof, excluding litigation commenced by the Company against any of the Agent or the other Loan Documents, Banks which (i) seeks enforcement of any of the transactions contemplated by this Agreement, Company's rights hereunder and (ii) is determined adversely to any Notes of the Agent or the other Loan Documents, or the use, or proposed use, of proceeds of the Loans Banks (all the foregoing in this clause (fsuch non-excluded claims, damages, liabilities and expenses, "Indemnified Liabilities"), collectively, the “Indemnified Liabilities”); provided that the Borrower Company shall have no obligation hereunder to an any Indemnified Person with respect to Indemnified Liabilities arising to the extent such Indemnified Liabilities resulted from the gross negligence or willful misconduct of such Indemnified Person, AND PROVIDED FURTHER THAT IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCE. . (c) The agreements in this Section subsection 10.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes; Indemnity. The Vendor and each other Lender will bear all its respective costs in connection with this Agreement, except that the Borrower agrees (a) to pay all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facility, (b) to pay or reimburse the Administrative Agent and its Affiliates for all its reasonable out-of-pocket costs and expenses incurred in connection with any amendments, supplements, modifications or waivers of any of the development, preparation, negotiation and execution and delivery of, and provisions hereof or of the Loan Documents or incurred by the Agent in connection with the enforcement of any amendment, supplement or modification to, rights under this Agreement and any Notes and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and therebyDocuments, including, without limitation, the reasonable fees and disbursements of Sxxxxxx Xxxxxxx & Bxxxxxxx LLPone, special and only one, counsel to the Administrative Agent and the Lenders. The Borrower also agrees (but excluding the fees or expenses of any other counsel), (ca) to pay or reimburse the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, any Notes, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of the special counsel to the Administrative Agent, (d) to pay or reimburse each Bank for all its costs and expenses incurred in connection with the enforcement, or at any time after the occurrence and during the continuance of a Default or an Event of Default the preservation, of any rights under this Agreement, any Notes, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to such Bank, (e) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Bank Lender and the Administrative Agent harmless from, any and all recording and filing fees, if any, fees and any and all liabilities (for which each Bank has not been otherwise reimbursed under this Agreement) with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, that which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any Notes, the other Loan Documents and any such other documents, and (fb) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Global Coordinator, each Lead Arranger, each Bank, each Swingline Lender and each the Agent together with their respective directors, officers, employees, agents, trustees, advisors and affiliates (collectively, “Indemnified Persons”) harmless from and against, against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including without limitation, all fees and expenses of counsel to any indemnified person) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, any Notes or the other Loan DocumentsDocuments and any such other documents, the transactions contemplated by this Agreementincluding, without limitation, any Notes or the other Loan Documents, or the use, or proposed use, of proceeds of the Loans foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries or any of their properties (all the foregoing in this clause (fb), collectively, the “Indemnified Liabilities”"indemnified liabilities"); , provided that the Borrower shall have no obligation hereunder to an Indemnified Person the Agent or any Lender with respect to Indemnified Liabilities indemnified liabilities arising from the gross negligence or willful misconduct of the Agent or such Indemnified Person, AND PROVIDED FURTHER THAT IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCELender. The agreements in this Section 10.5 subsection shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes; Indemnity. The Borrower agrees (a) to pay all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facility, The Company agrees (bi) to pay or reimburse the Administrative Agent and its Affiliates for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation preparation and execution and delivery of, and any amendment, supplement or modification to, this Agreement and any the Notes and the other Loan Documents and any other documents prepared in connection herewith or therewithherewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, special counsel to the Administrative Agent (but excluding the fees or expenses of any other counsel)Agent, (cii) to pay or reimburse each Bank and the Administrative Agent for all its their reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, any Notes, the other Loan Documents Notes and any such other documents, including, without limitation, the reasonable fees and disbursements of the special counsel to the Administrative Agent, (d) to pay or reimburse each Bank for all its costs and expenses incurred in connection with the enforcement, or at any time after the occurrence and during the continuance of a Default or an Event of Default the preservation, of any rights under this Agreement, any Notes, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to such Bankthe Agent and to the several Banks, and (eiii) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Bank and the Administrative Agent harmless from, any and all recording and filing fees, if any, fees and any and all liabilities (for which each Bank has not been otherwise reimbursed under this Agreement) with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, that which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any Notes, the other Loan Documents Notes and any such other documents. (b) The Company will indemnify each of the Agent and the Banks and the directors, officers and employees thereof and each Person, if any, who controls each one of the Agent and the Banks (fany of the foregoing, an "Indemnified Person") without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Global Coordinator, each Lead Arranger, each Bank, each Swingline Lender and each Agent together with their respective directors, officers, employees, agents, trustees, advisors and affiliates (collectively, “Indemnified Persons”) Person harmless from and against, against any and all other liabilities, obligations, lossesclaims, damages, penalties, actions, judgments, suits, costs, liabilities and expenses or disbursements of any kind or nature whatsoever (including without limitation, limitation all fees and disbursements of counsel with whom an Indemnified Person may consult in connection therewith and all expenses of counsel to litigation or preparation therefor) which an Indemnified Person may incur or which may be asserted against it in connection with any indemnified person) with respect to the execution, delivery, enforcement, performance and administration of litigation or investigation involving this Agreement, the use of any Notes proceeds of any Loans under this Agreement by the Company or any Subsidiary, any officer, director or employee thereof, other than litigation commenced by the Company against any of the Agent or the other Loan Documents, Banks which (i) seeks enforcement of any of the transactions contemplated by this Agreement, Company's right hereunder and (ii) is determined adversely to any Notes of the Agent or the other Loan Documents, or the use, or proposed use, of proceeds of the Loans Banks. (all the foregoing in this clause (f), collectively, the “Indemnified Liabilities”); provided that the Borrower shall have no obligation hereunder to an Indemnified Person with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of such Indemnified Person, AND PROVIDED FURTHER THAT IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCE. c) The agreements in this Section subsection 10.5 shall survive repayment of the Loans Notes and all other amounts payable hereunder.

Payment of Expenses and Taxes; Indemnity. The Borrower agrees (a) to pay all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facility, (b) to pay or reimburse (i) the Administrative Agent and its Affiliates for all its their reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation and execution and delivery of, and any amendment, supplement or modification to, this Agreement and any Notes and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, special counsel to the Administrative Agent and (but excluding ii) the Banks for the reasonable fees or expenses and disbursements of any other counsel)special counsel to the Banks in connection with the same, (cb) to pay or reimburse each Bank and the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, any Notes, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of the several special counsel to the Banks and the Administrative Agent, (d) to pay or reimburse each Bank for all its costs and expenses incurred in connection with the enforcement, or at any time after the occurrence and during the continuance of a Default or an Event of Default the preservation, of any rights under this Agreement, any Notes, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to such Bank, (ec) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Bank and the Administrative Agent harmless from, any and all recording and filing fees, if any, and any and all liabilities (for which each Bank has not been otherwise reimbursed under this Agreement) with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any Notes, the other Loan Documents and any such other documents, and (fd) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Global Coordinator, each Lead Arranger, each Bank, each Swingline Lender Bank and each the Administrative Agent together with their respective directors, officers, employees, agents, trustees, advisors agents and affiliates (collectively, “"Indemnified Persons”") harmless from and against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including without limitation, all fees and expenses of counsel to any indemnified person) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, any Notes or Notes, the other Loan Documents, the transactions contemplated by this Agreement, any Notes or the other Loan Documents, Documents or the use, or proposed use, of proceeds of the Loans and any such other documents (all the foregoing in this clause (fd), collectively, the “"Indemnified Liabilities”"); provided that the Borrower shall have no obligation hereunder to an Indemnified Person with respect to Indemnified Liabilities arising to the extent they are found in a final judgment of a court of competent jurisdiction to have resulted primarily from the gross negligence or willful misconduct of such Indemnified Person, AND PROVIDED FURTHER THAT IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCE. The agreements in this Section 10.5 11.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes; Indemnity. The Borrower Company agrees (a) to pay all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facility, (bi) to pay or reimburse the Administrative Agent and its Affiliates for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation preparation and execution and delivery of, and any amendment, supplement or modification to, this Agreement and any the Notes and the other Loan Documents and any other documents prepared in connection herewith or therewithherewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, special counsel to the Administrative Agent (but excluding the fees or expenses of any other counsel)Agent, (cii) to pay or reimburse each Bank and the Administrative Agent for all its their reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, any Notes, the other Loan Documents Notes and any such other documents, including, without limitation, the reasonable fees and disbursements of the special counsel to the Administrative Agent, (d) to pay or reimburse each Bank for all its costs and expenses incurred in connection with the enforcement, or at any time after the occurrence and during the continuance of a Default or an Event of Default the preservation, of any rights under this Agreement, any Notes, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees allocated cost of in-house counsel) to the Agent and disbursements of counsel to such Bankthe several Banks, and (eiii) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Bank and the Administrative Agent harmless from, any and all recording and filing fees, if any, fees and any and all liabilities (for which each Bank has not been otherwise reimbursed under this Agreement) with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, that which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any Notes, the other Loan Documents Notes and any such other documents. The Company will indemnify each of the Agent and the Banks and the directors, officers and employees thereof and each Person, if any, who controls each one of the Agent and the Banks (fany of the foregoing, an "Indemnified Person") without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Global Coordinator, each Lead Arranger, each Bank, each Swingline Lender and each Agent together with their respective directors, officers, employees, agents, trustees, advisors and affiliates (collectively, “Indemnified Persons”) Person harmless from and against, against any and all other liabilities, obligations, lossesclaims, damages, penalties, actions, judgments, suits, costs, liabilities and expenses or (including without limitation all fees and disbursements of any kind or nature whatsoever counsel (including without limitation, the allocated cost of in-house counsel) with whom an Indemnified Person may consult in connection therewith and all fees and expenses of counsel litigation or preparation therefor) which an Indemnified Person may incur or which may be asserted against it in connection with any litigation or investigation (whether or not such Indemnified Person is a party to any indemnified personsuch litigation or investigation) with respect to the execution, delivery, enforcement, performance and administration of involving this Agreement, the use of any Notes proceeds of any Loans under this Agreement by the Company or any Subsidiary, any officer, director or employee thereof, excluding litigation commenced by the Company against any of the Agent or the other Loan Documents, Banks which (i) seeks enforcement of any of the transactions contemplated by this Agreement, Company's rights hereunder and (ii) is determined adversely to any Notes of the Agent or the other Loan Documents, or the use, or proposed use, of proceeds of the Loans Banks (all the foregoing in this clause (fsuch non-excluded claims, damages, liabilities and expenses, "Indemnified Liabilities"), collectively, the “Indemnified Liabilities”); provided that the Borrower Company shall have no obligation hereunder to an any Indemnified Person with respect to Indemnified Liabilities arising to the extent such Indemnified Liabilities resulted from the gross negligence or willful misconduct of such Indemnified Person, AND PROVIDED FURTHER THAT IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCE. The agreements in this Section subsection 10.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes; Indemnity. The Borrower agrees (a) to pay all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facility, (b) to pay or reimburse each Agent, the Administrative Agent Lead Arranger and its Affiliates the Bookrunner for all its reasonable and documented out-of-pocket costs and expenses (including, without limitation, reasonable out-of-pocket legal fees and expenses, and printing, reproduction, document delivery (including via DebtDomain or similar web-based service)) incurred in connection with the syndication, development, preparation, negotiation negotiation, execution, delivery and execution and delivery administration of, and any amendment, supplement or modification to, this Agreement and any Notes and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable and documented fees and disbursements of Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, special counsel to the Administrative Agent (but excluding Agents, the fees or expenses of any other counsel)Lead Arranger and the Bookrunner, (cb) to pay or reimburse each Lender, the Administrative Daylight Overdraft Lender, the Swing Line Lender, the Issuing Lenders and each Agent for all its documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, any Notes, the other Loan Documents and any such other documents, including, without limitation, the reasonable and documented fees and disbursements of the special counsel to each Lender and of counsel to the Administrative AgentAgents, (dc) to pay or reimburse each Bank Agent for all its documented costs and expenses incurred in connection with the enforcementinspections performed pursuant to Sections 7.6 and 7.9, or at and any time after the occurrence other due diligence performed in connection with this Agreement and during the continuance of a Default or an Event of Default the preservation, of any rights under this Agreement, any Notes, the other Loan Documents and any such other documentsDocuments, including, without limitation, including (i) the reasonable documented fees and disbursements of counsel to such Bankthe Agents, and (eii) without duplication of any other provision contained in this Agreement or any Notesthe costs and expenses associated with lien searches, and (d) to pay, indemnify, and hold each Bank Lender, the Issuing Lenders, the Daylight Overdraft Lender, the Swing Line Lender and the Administrative each Agent harmless from, any and all recording and filing fees, if any, fees and any and all liabilities (for which each Bank has not been otherwise reimbursed under this Agreement) with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, that which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent (including the determination of whether or not any such waiver or consent is required) under or in respect of, this Agreement, any Notes, the other Loan Documents and any such other documents, and (fe) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Global CoordinatorLender, each Lead Arrangerthe Issuing Lenders, each Bankthe Daylight Overdraft Lender, each Swingline the Swing Line Lender and each Agent together with Agent, and each of their respective directors, officers, employees, agentsdirectors, trustees, advisors agents, advisors, affiliates and affiliates controlling persons (collectivelyeach, “Indemnified Persons”) an "Indemnitee"), harmless from and against, against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including including, without limitation, all fees reasonable and expenses of counsel to any indemnified persondocumented legal fees) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, any Notes or the other Loan Documents, the transactions contemplated by this Agreementand any such other documents, including, without limitation, any Notes of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the other operations of any Loan DocumentsParty or any of their respective Subsidiaries, or the use, or proposed use, of proceeds any of the Loans Properties (all the foregoing in this clause (fe), collectively, the “"Indemnified Liabilities”"); provided that that, the Borrower shall have no obligation hereunder to an Indemnified Person any Indemnitee with respect to Indemnified Liabilities, to the extent such Indemnified Liabilities arising (i) are found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnified PersonIndemnitee, AND PROVIDED FURTHER THAT IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCEor (ii) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee's obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final, non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction. The Borrower also agrees that no Indemnitee shall have any liability (whether direct or indirect, in contract, tort, equity or otherwise) to the Borrower or the Borrower's Subsidiaries or Affiliates or to the Borrower's or its equity holders or creditors arising out of, related to or in connection with any aspect of this Agreement, the Loan Documents or any of the transactions contemplated hereby, except to the extent of direct (as opposed to special, indirect, consequential or punitive) damages determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted directly from such Indemnitee's gross negligence or willful misconduct. It is further agreed that the Indemnitees shall have liability only to the Borrower (as opposed to any other person). Notwithstanding any other provision of this Agreement, no Indemnitee shall be liable for any damages arising from the use by others of information or other materials obtained through electronic telecommunications or other information transmission systems, except to the extent such damages are found by a final, non-appealable judgment of a court of competent jurisdiction to arise directly from the gross negligence or willful misconduct of such Indemnitee. The agreements in this Section 10.5 11.6 shall survive repayment of the Loans Loans, Reimbursement Obligations and all other amounts payable hereunderhereunder and termination of this Agreement.

Payment of Expenses and Taxes; Indemnity. The Borrower agrees (a) to pay all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facility, The Company agrees (bi) to pay or reimburse the Administrative Agent and its Affiliates for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation preparation and execution and delivery of, and any amendment, supplement or modification to, this Agreement and any the Notes and the other Loan Documents and any other documents prepared in connection herewith or therewithherewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, special counsel to the Administrative Agent (but excluding the fees or expenses of any other counsel)Agent, (cii) to pay or reimburse each Bank and the Administrative Agent for all its their reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, any Notes, the other Loan Documents Notes and any such other documents, including, without limitation, the reasonable fees and disbursements of the special counsel to the Administrative Agent, (d) to pay or reimburse each Bank for all its costs and expenses incurred in connection with the enforcement, or at any time after the occurrence and during the continuance of a Default or an Event of Default the preservation, of any rights under this Agreement, any Notes, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees allocated cost of in-house counsel) to the Agent and disbursements of counsel to such Bankthe several Banks, and (eiii) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Bank and the Administrative Agent harmless from, any and all recording and filing fees, if any, fees and any and all liabilities (for which each Bank has not been otherwise reimbursed under this Agreement) with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, that which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any Notes, the other Loan Documents Notes and any such other documents. (b) The Company will indemnify each of the Agent and the Banks and the directors, officers and employees thereof and each Person, if any, who controls each one of the Agent and the Banks (fany of the foregoing, an "Indemnified Person") without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Global Coordinator, each Lead Arranger, each Bank, each Swingline Lender and each Agent together with their respective directors, officers, employees, agents, trustees, advisors and affiliates (collectively, “Indemnified Persons”) Person harmless from and against, against any and all other liabilities, obligations, lossesclaims, damages, penalties, actions, judgments, suits, costs, liabilities and expenses or (including without limitation all fees and disbursements of any kind or nature whatsoever counsel (including without limitation, the allocated cost of in-house counsel) with whom an Indemnified Person may consult in connection therewith and all fees and expenses of counsel to litigation or preparation therefor) which an Indemnified Person may incur or which may be asserted against it in connection with any indemnified person) with respect to the execution, delivery, enforcement, performance and administration of litigation or investigation involving this Agreement, the use of any Notes proceeds of any Loans under this Agreement by the Company or any Subsidiary, any officer, director or employee thereof, excluding litigation commenced by the Company against any of the Agent or the other Loan Documents, Banks which (i) seeks enforcement of any of the transactions contemplated by this Agreement, Company's rights hereunder and (ii) is determined adversely to any Notes of the Agent or the other Loan Documents, or the use, or proposed use, of proceeds of the Loans Banks (all the foregoing in this clause (fsuch non-excluded claims, damages, liabilities and expenses, "Indemnified Liabilities"), collectively, the “Indemnified Liabilities”); provided that the Borrower Company shall have no obligation hereunder to an any Indemnified Person with respect to Indemnified Liabilities arising to the extent such Indemnified Liabilities resulted from the gross negligence or willful misconduct of such Indemnified Person, AND PROVIDED FURTHER THAT IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCE. . (c) The agreements in this Section subsection 10.5 shall survive repayment of the Loans Notes and all other amounts payable hereunder.

Payment of Expenses and Taxes; Indemnity. The Borrower agrees (a) to pay all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facility, The Company agrees (bi) to pay or reimburse the Administrative Agent and its Affiliates for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation preparation and execution and delivery of, and any amendment, supplement or modification to, this Agreement and any the Notes and the other Loan Documents and any other documents prepared in connection herewith or therewithherewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable and documented out-of-pocket fees and disbursements of Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, special counsel to the Administrative Agent Agent, and (but excluding the fees or expenses of any other counsel), (cii) to pay or reimburse each Bank and the Administrative Agent for all its their reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, any Notes, the other Loan Documents Notes and any such other documents, including, without limitation, the reasonable and documented out-of-pocket fees and disbursements of the special a single firm of counsel to the Administrative AgentAgent and to the several Banks and if necessary, one firm of local counsel in each appropriate jurisdiction and one firm of special counsel in each appropriate specialty (d) to pay and, in the case of an actual or reimburse each Bank perceived conflict of interest where the Person affected by such conflict informs the Company of such conflict and thereafter retains its own counsel, of one additional firm of counsel for all its costs such affected Persons, including one such local counsel in each appropriate jurisdiction and expenses incurred one special counsel in connection with each appropriate specialty). (b) The Company will indemnify each of the enforcement, or at any time after the occurrence and during the continuance of a Default or an Event of Default the preservation, of any rights under this Agreement, any Notes, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to such Bank, (e) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Bank Agent and the Administrative Agent harmless from, any Banks and all recording and filing fees, if any, and any and all liabilities (for which each Bank has not been otherwise reimbursed under this Agreement) with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any Notes, the other Loan Documents and any such other documents, and (f) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Global Coordinator, each Lead Arranger, each Bank, each Swingline Lender and each Agent together with their respective Affiliates and the directors, officers, employees, agents, trustees, advisors and affiliates agents thereof and each Person, if any, who controls each one of the Agent and the Banks (collectivelyany of the foregoing, an “Indemnified PersonsPerson”) and hold each Indemnified Person harmless from and against, against any and all other liabilities, obligations, lossesclaims, damages, penalties, actions, judgments, suits, costs, liabilities and expenses or disbursements of any kind or nature whatsoever (including without limitation, limitation all reasonable and documented out-of-pocket fees and expenses disbursements of a single firm of counsel to all Indemnified Persons and if necessary, one firm of local counsel in each appropriate jurisdiction and one firm of special counsel in each appropriate specialty (and, in the case of an actual or perceived conflict of interest where the Indemnified Person affected by such conflict informs the Company of such conflict and thereafter retains its own counsel, of one additional firm of counsel for all such affected Indemnified Persons, including one such local counsel in each appropriate jurisdiction and one special counsel in each appropriate specialty) which an Indemnified Person may incur or which may be asserted against it in connection with any indemnified personclaim, litigation, investigation or proceeding (whether or not such Indemnified Person is a party to such litigation or investigation) with respect to the execution, delivery, enforcement, performance and administration of involving this Agreement, the use of any Notes proceeds of any Loans under this Agreement by the Company or any Subsidiary or any officer, director or employee thereof, excluding litigation commenced by the Company against any of the Agent or the other Loan Documents, Banks which (i) seeks enforcement of any of the transactions contemplated by this Agreement, Company’s rights hereunder and (ii) is determined adversely to any Notes of the Agent or the other Loan Documents, or the use, or proposed use, of proceeds of the Loans Banks (all the foregoing in this clause (f)such non-excluded claims, collectivelydamages, the liabilities and expenses, “Indemnified Liabilities”); , provided that the Borrower Company shall have no obligation hereunder to an any Indemnified Person with respect to Indemnified Liabilities arising to the extent such Indemnified Liabilities resulted from the gross negligence negligence, bad faith or willful misconduct of such Indemnified Person, AND PROVIDED FURTHER THAT IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCEin each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction. No Indemnified Person shall be liable for any damages arising from the use by unauthorized persons of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons or for any special, indirect, consequential or punitive damages in connection with this Agreement. This paragraph (b) shall not apply with respect to taxes other than any taxes that represent losses, claims, damages, etc. arising from any non-tax claim. (c) The agreements in this Section subsection 10.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes; Indemnity. The Borrower agrees (a) to pay all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facility, The Company agrees (bi) to pay or reimburse the Administrative Agent and its Affiliates for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation preparation and execution and delivery of, and any amendment, supplement or modification to, this Agreement and any the Notes and the other Loan Documents and any other documents prepared in connection herewith or therewithherewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, special counsel to the Administrative Agent Agent, (but excluding the fees or expenses of any other counsel), (cii) to pay or reimburse each Bank and the Administrative Agent for all its their reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, any Notes, the other Loan Documents Notes and any such other documents, including, without limitation, the reasonable fees and disbursements of the special counsel to the Administrative Agent, (d) to pay or reimburse each Bank for all its costs and expenses incurred in connection with the enforcement, or at any time after the occurrence and during the continuance of a Default or an Event of Default the preservation, of any rights under this Agreement, any Notes, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees allocated cost of in-house counsel) to the Agent and disbursements of counsel to such Bankthe several Banks, and (eiii) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Bank and the Administrative Agent harmless from, any and all recording and filing fees, if any, fees and any and all liabilities (for which each Bank has not been otherwise reimbursed under this Agreement) with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, that which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any Notes, the other Loan Documents Notes and any such other documents. (b) The Company will indemnify each of the Agent and the Banks and the directors, officers and employees thereof and each Person, if any, who controls each one of the Agent and the Banks (fany of the foregoing, an "Indemnified Person") without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Global Coordinator, each Lead Arranger, each Bank, each Swingline Lender and each Agent together with their respective directors, officers, employees, agents, trustees, advisors and affiliates (collectively, “Indemnified Persons”) Person harmless from and against, against any and all other liabilities, obligations, lossesclaims, damages, penalties, actions, judgments, suits, costs, liabilities and expenses or (including without limitation all fees and disbursements of any kind or nature whatsoever counsel (including without limitation, the allocated cost of in-house counsel) with whom an Indemnified Person may consult in connection therewith and all fees and expenses of counsel litigation or preparation therefor) which an Indemnified Person may incur or which may be asserted against it in connection with any litigation or investigation (whether or not such Indemnified Person is a party to any indemnified personsuch litigation or investigation) with respect to the execution, delivery, enforcement, performance and administration of involving this Agreement, the use of any Notes proceeds of any Loans under this Agreement by the Company or any Subsidiary, any officer, director or employee thereof, excluding litigation commenced by the Company against any of the Agent or the other Loan Documents, Banks which (i) seeks enforcement of any of the transactions contemplated by this Agreement, Company's rights hereunder and (ii) is determined adversely to any Notes of the Agent or the other Loan Documents, or the use, or proposed use, of proceeds of the Loans Banks (all the foregoing in this clause (fsuch non-excluded claims, damages, liabilities and expenses, "Indemnified Liabilities"), collectively, the “Indemnified Liabilities”); provided that the Borrower Company shall have no obligation hereunder to an any Indemnified Person with respect to Indemnified Liabilities arising to the extent such Indemnified Liabilities resulted from the gross negligence or willful misconduct of such Indemnified Person, AND PROVIDED FURTHER THAT IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCE. . (c) The agreements in this Section subsection 10.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes; Indemnity. The Borrower agrees (a) to pay all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facility, (b) to pay or reimburse the Administrative Agent and its Affiliates for all its reasonable out-of-and documented out of pocket costs and expenses incurred in connection with the development, preparation, negotiation preparation and execution and delivery of, and any amendment, supplement or modification to, this Agreement and any Notes and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, including the reasonable and documented fees and disbursements of Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, special counsel to the Administrative Agent and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Borrower prior to the Closing Date (but excluding in the fees or expenses case of any other counsel)amounts to be paid on the Closing Date) and from time to time thereafter on a monthly basis or, if an Event of Default has occurred and is continuing, on demand; (cb) to pay or reimburse each Lender and the Administrative Agent for all its reasonable and documented out-of-pocket costs and expenses incurred after the occurrence and during the continuance of an Event of Default or in connection with the enforcement or preservation of any rights under this Agreement, any Notes, the other Loan Documents and any such other documents, including, without limitation, including the reasonable fees and disbursements of the special counsel to the Administrative Agent, (d) to pay or reimburse each Bank for all its costs and expenses incurred in connection with the enforcement, or at any time after the occurrence and during the continuance of a Default or an Event of Default the preservation, of any rights under this Agreement, any Notes, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to such Bankeach Lender and of counsel to the Agent, (ec) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Bank Lender and the Administrative Agent harmless from, any and all recording and filing fees, if anyexpenses, and any and all liabilities (for which each Bank has not been otherwise reimbursed under this Agreement) with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any Notes, the other Loan Documents and any such other documents, (d) to pay, indemnify, and (f) without duplication hold Issuer harmless from all expenses incurred by Issuer in connection with the issuance, amendment, renewal or extension of any other provision contained in this Agreement Letter of Credit or any Notesdemand for payment thereunder, (e) subject to the limitations in Sections 6.7 and 6.11, to pay, indemnify, and hold Agent harmless from all reasonable costs and expenses incurred by Agent (and/or any third party employed by Agent) in exercising its rights under Sections 6.7 and 6.11, (f) to pay, indemnify, and hold the Lenders harmless from all reasonable costs and expenses incurred in exercising their rights under Section 6.1(i), and (g) to pay, indemnify, and hold Agent, Swing Loan Lender, Issuer and each Global Coordinator, each Lead Arranger, each Bank, each Swingline Lender and each Agent together with of their respective officers, directors, officersAffiliates, employeesattorneys, agentsemployees and agents (each, trustees, advisors and affiliates (collectively, an “Indemnified PersonsIndemnitee”) harmless from and against, against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including without limitation, all fees and expenses of counsel to any indemnified person) with respect to or arising out of, directly or indirectly, or in connection with the execution, delivery, enforcement, performance and administration of this Agreement, any Notes or the other Loan DocumentsDocuments and any such other documents related thereto (regardless of whether any Indemnitee is a party hereto and regardless of whether any such matter is initiated by a third party, the transactions contemplated by this AgreementBorrower, any Notes or the other Loan DocumentsParty or any other Person), or including any of the use, or proposed use, foregoing relating to the use of proceeds of the Loans Advances or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of any Group Member or any of the Properties, any threatened or actual imposition of fines or penalties, or disgorgement of benefits, for violation of any Anti-Terrorism Law by any Loan Party or any Affiliate or Subsidiary of any Loan Party, any claims which may be imposed on, incurred by, or asserted against any Indemnitee arising out of or in any way relating to or as a consequence, direct or indirect, of the issuance of any Letter of Credit hereunder, and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (fd), collectively, the “Indemnified Liabilities”); provided that the Borrower shall have no obligation hereunder to an Indemnified Person any Indemnitee with respect to Indemnified Liabilities arising to the extent such Indemnified Liabilities (i) are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnified PersonIndemnitee or (ii) result from a claim brought by the Borrower against an Indemnitee for breach in bad faith of such Indemnitee’s obligations under this Agreement, AND PROVIDED FURTHER THAT IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCEbut only if the Borrower has obtained a final and nonappealable judgment in their favor on such claim as determined by a court of competent jurisdiction. Without limiting the foregoing, and to the extent permitted by Applicable Law, the Borrower and Holdings each agree not to assert and to cause their respective Subsidiaries not to assert, and hereby waives and agrees to cause their respective 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 Indemnitee. All amounts due under this Section 10.5 shall be payable not later than 10 days after written demand therefor. Statements payable by the Borrower or Holdings pursuant to this Section 10.5 shall be submitted to the facsimile number and attention of the person set forth in Section 10.2, or to such other Person or address as may be hereafter designated by the Borrower or Holdings in a written notice to the Agent. For the avoidance of doubt, this Section 10.5 shall not apply with respect to Taxes other than any Taxes that represent losses, damages, claims, etc. arising from any non-Tax claim. The agreements in this Section 10.5 shall survive the termination of the Commitments, the termination of this Agreement, the repayment of all Obligations and the Loans resignation of the Agent. Nothing in this Section 10.5 contradicts or limits the terms of any separate agreement regarding reimbursement for costs and all other amounts payable hereunderexpenses entered into by any Lender and Loan Parties from time to time, including any such agreement entered into by any Lender and Loan Parties prior to the Closing Date regarding reimbursement for costs and expenses relating to the costs and expenses incurred by such Lender in connection with the negotiation, execution and delivery of the Loan Documents and the closing thereof.

Payment of Expenses and Taxes; Indemnity. The Borrower agrees (a) to pay all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facility, (b) to pay or reimburse the Administrative Agent Agents and its Affiliates the Other Representatives for (1) all its their reasonable and documented out-of-pocket costs and expenses incurred in connection with (i) the syndication of the Facilities and the development, preparation, negotiation and execution and delivery of, and any amendment, supplement or modification to, this Agreement and any Notes and the other Loan Documents and any other documents prepared in connection herewith or therewith, and (ii) the consummation and administration of the transactions (including the syndication of the Initial Term Loan Commitments) contemplated hereby and therebythereby and (iii) efforts to monitor the Loans and verify, includingprotect, without limitationevaluate, assess, appraise, collect, sell, liquidate or otherwise dispose of any of the Collateral, and (2) the reasonable and documented fees and disbursements of Sxxxxxx Xxxxxx & Xxxxxxx & Bxxxxxxx LLP, special in its capacity as counsel to the Administrative Agent Agents and Other Representatives, and such other special or local counsel, consultants, advisors, appraisers and auditors whose retention (but excluding other than during the fees or expenses continuance of any other counsel)an Event of Default) is approved by the Borrower, (cb) to pay or reimburse each Lender, each Lead Arranger and the Administrative Agent Agents for all its their reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, any Notes, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of the special counsel to the Administrative Agent, (d) to pay or reimburse each Bank for all its costs and expenses incurred documents prepared in connection with herewith or therewith, including the enforcement, or at any time after the occurrence and during the continuance of a Default or an Event of Default the preservation, of any rights under this Agreement, any Notes, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to such Bankthe Agents (limited to one firm of counsel in each appropriate jurisdiction, in each case for the Agents), (ec) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, or reimburse each Lender, each Lead Arranger and the Agents for, and hold each Bank Lender, each Lead Arranger and the Administrative Agent Agents harmless from, any and all recording and filing fees, if any, fees and any and all liabilities (for which each Bank has not been otherwise reimbursed under this Agreement) with respect to, or resulting from any delay in paying, any stamp, documentary, excise and other similar taxes, if any, that which may be payable or determined to be payable in connection with the execution and execution, delivery or enforcement 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, any Notes, the other Loan Documents and any such other documentsdocuments (all such items collectively, “Other Taxes”), and (fd) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold indemnify or reimburse each Global CoordinatorLender, each Lead Arranger, each Bank, each Swingline Lender Agent (and any sub-agent thereof) and each Agent together with their respective directorsRelated Party of any of the foregoing Persons (each, officers, employees, agents, trustees, advisors and affiliates (collectively, an “Indemnified PersonsIndemnitee”) for, and hold each Indemnitee harmless from and against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including without limitation, all in the case of fees and expenses disbursements of counsel, limited to one firm of counsel to any indemnified personfor all Indemnitees and, if necessary, one firm of local counsel in each appropriate jurisdiction, in each case for all Indemnitees (and, in the case of an actual or perceived conflict of interest where the Indemnitee affected by such conflict informs the Borrower of such conflict and thereafter, after receipt of the Borrower’s consent (which shall not be unreasonably withheld), retains its own counsel, of another firm of counsel for such affected Indemnitee)) arising out of, relating to, or in connection with respect to (i) the execution, delivery, enforcement, performance and administration of this Agreement, any Notes or the other Loan DocumentsDocuments and any such other documents, including any of the transactions contemplated by this Agreement, any Notes or foregoing relating to the other Loan Documents, or the use, or proposed use, use of proceeds of the Loans Loans, (ii) the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower or any of its Restricted Subsidiaries or any of the property of the Borrower or any of its Restricted Subsidiaries or any other property at which Materials of Environmental Concern generated by the Borrower or any of its Restricted Subsidiaries was managed, released, or discharged, or (iii) any actual or prospective 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 any Loan Party and regardless of whether any Indemnitee is a party thereto (all the foregoing in this clause (fd), collectively, the “Indemnified Liabilities”); , provided that the Borrower shall not have no any obligation hereunder to an Indemnified Person any Lead Arranger, any Other Representative, any Agent (or any sub-agent thereof) or any Lender (or any Related Party of any such Lead Arranger, Other Representative, Agent (or any sub-agent thereof) or Lender ) with respect to Indemnified Liabilities arising from (i) the gross negligence negligence, bad faith or willful misconduct of any such Indemnified PersonLead Arranger, AND PROVIDED FURTHER THAT IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCEOther Representative, Agent (or any sub-agent thereof) or Lender (or any Related Party of any such Lead Arranger, Other Representative, Agent (or any sub-agent thereof) or Lender), as the case may be, as determined by a court of competent jurisdiction in a final and non-appealable decision, (ii) a material breach of the Loan Documents by any such Lead Arranger, Other Representative, Agent (or any sub-agent thereof) or Lender (or any Related Party of any such Lead Arranger, Other Representative, Agent (or any sub-agent thereof) or Lender), as the case may be, as determined by a court of competent jurisdiction in a final and non-appealable decision or (iii) claims against such Indemnitee or any Related Party brought by any other Indemnitee that do not involve claims against any Lead Arranger or Agent in its capacity as such. Neither the Borrower nor any Indemnitee shall be liable for any indirect, special, punitive or consequential damages hereunder; provided that nothing contained in this sentence shall limit the Borrower’s indemnity or reimbursement obligations under this Subsection 11.5 to the extent such indirect, special, punitive or consequential damages are included in any third-party claim in connection with which such Indemnitee is entitled to indemnification hereunder. All amounts due under this Subsection 11.5 shall be payable not later than 30 days after written demand therefor. Statements reflecting amounts payable by the Loan Parties pursuant to this Subsection 11.5 shall be submitted to the address of the Borrower set forth in Subsection 11.2, or to such other Person or address as may be hereafter designated by the Borrower in a notice to the Administrative Agent. Notwithstanding the foregoing, except as provided in Subsections 11.5(b) and (c) above, Borrower shall not have any obligation under this Subsection 11.5 to any Indemnitee with respect to any tax, levy, impost, duty, charge, fee, deduction or withholding imposed, levied, collected, withheld or assessed by any Governmental Authority other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. The agreements in this Section 10.5 Subsection 11.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes; Indemnity. The Borrower agrees (a) to pay all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facility, The Company agrees (bi) to pay or reimburse the Administrative Agent and its Affiliates for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation preparation and execution and delivery of, and any amendment, supplement or modification to, this Agreement and any the Notes and the other Loan Documents and any other documents prepared in connection herewith or therewithherewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, special counsel to the Administrative Agent (but excluding the fees or expenses of any other counsel)Agent, (cii) to pay or reimburse each Bank and the Administrative Agent for all its their reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, any Notes, the other Loan Documents Notes and any such other documents, including, without limitation, the reasonable fees and disbursements of the special counsel to the Administrative Agent, (d) to pay or reimburse each Bank for all its costs and expenses incurred in connection with the enforcement, or at any time after the occurrence and during the continuance of a Default or an Event of Default the preservation, of any rights under this Agreement, any Notes, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees allocated cost of in-house counsel) to the Agent and disbursements of counsel to such Bankthe several Banks, and (eiii) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Bank and the Administrative Agent harmless from, any and all recording and filing fees, if any, fees and any and all liabilities (for which each Bank has not been otherwise reimbursed under this Agreement) with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, that which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any Notes, the other Loan Documents Notes and any such other documents, . (b) The Company will indemnify each of the Agent and (f) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, the Banks and hold each Global Coordinator, each Lead Arranger, each Bank, each Swingline Lender and each Agent together with their respective affiliates and the directors, officers, employees, agents, trustees, advisors and affiliates agents thereof and each Person, if any, who controls each one of the Agent and the Banks (collectivelyany of the foregoing, an “Indemnified PersonsPerson”) and hold each Indemnified Person harmless from and against, against any and all other liabilities, obligations, lossesclaims, damages, penalties, actions, judgments, suits, costs, liabilities and expenses or (including without limitation all fees and disbursements of any kind or nature whatsoever counsel (including without limitation, the allocated cost of in-house counsel) with whom an Indemnified Person may consult in connection therewith and all fees and expenses of counsel litigation or preparation therefor) which an Indemnified Person may incur or which may be asserted against it in connection with any claim, litigation, investigation or proceeding (whether or not such Indemnified Person is a party to any indemnified personsuch litigation or investigation) with respect to the execution, delivery, enforcement, performance and administration of involving this Agreement, the use of any Notes proceeds of any Loans under this Agreement by the Company or any Subsidiary or any officer, director or employee thereof, excluding litigation commenced by the Company against any of the Agent or the other Loan Documents, Banks which (i) seeks enforcement of any of the transactions contemplated by this Agreement, Company’s rights hereunder and (ii) is determined adversely to any Notes of the Agent or the other Loan Documents, or the use, or proposed use, of proceeds of the Loans Banks (all the foregoing in this clause (f)such non-excluded claims, collectivelydamages, the liabilities and expenses, “Indemnified Liabilities”); , provided that the Borrower Company shall have no obligation hereunder to an any Indemnified Person with respect to Indemnified Liabilities arising to the extent such Indemnified Liabilities resulted from the gross negligence or willful misconduct of such Indemnified Person, AND PROVIDED FURTHER THAT IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCEin each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction. No Indemnified Person shall be liable for any damages arising from the use by unauthorized persons of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons or for any special, indirect, consequential or punitive damages in connection with this Agreement. (c) The agreements in this Section subsection 10.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes; Indemnity. The Borrower agrees (a) to pay all reasonable out-of-pocket expenses TheEach of the Global Coordinators associated with Parent and the syndication of the Facility, Borrower jointly and severally agrees (bi) to pay or reimburse the Administrative each Agent and its Affiliates for all its reasonable out-of-pocket and documented costs and expenses incurred in connection with the development, preparation, negotiation and negotiation, execution and delivery ofdelivery, and any amendment, supplement or modification to, this Agreement and any Notes and the other Loan Documents Documents, any security arrangements in connection therewith and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, including the reasonable invoiced fees and disbursements of Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, special counsel to such parties (limited to primary outside counsel and one outside counsel for each local jurisdiction and if reasonably necessary (as determined by such Agent) regulatory and specialist counsel and if reasonably necessary (as determined by such by such Agent) and filing and recording fees and expenses, with statements with respect to the Administrative Agent foregoing to be submitted to the Borrower prior to the Closing Date (but excluding in the fees or expenses case of any other counsel), amounts to be paid on the Closing Date) and from time to time thereafter as such parties shall deem appropriate and (cii) to pay or reimburse the Administrative each Lender and Agent for all its documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, any Notes, the other Loan Documents and any such other documents, including, without limitation, including the reasonable fees and disbursements of the special counsel to the Administrative Agent, (d) to pay or reimburse each Bank for all its costs and expenses incurred in connection with the enforcement, or at any time after the occurrence and during the continuance of a Default or an Event of Default the preservation, of any rights under this Agreement, any Notes, the other Loan Documents and any such other documents, including, without limitation, the reasonable invoiced fees and disbursements of counsel to such Bank, parties and any documented costs and expenses incurred during any workout or restructuring. (eb) without duplication TheEach of any other provision contained in this Agreement or any Notes, the Parent and the Borrower jointly and severally agrees (i) to pay, indemnify, and hold each Bank Lender and, each Agent, each Lead Arranger, each “Lead Arranger” under (and as defined in) the Administrative Agent Third Amendment and their respective affiliates (including, without limitation, controlling persons) and each member, partner, director, officer, employee, advisor, agent, affiliate, successor, partner, member, representative and assign of each of the forgoing (each, an “Indemnitee”) harmless from, any and all recording and filing fees, if any, and any and all liabilities (for which each Bank has not been otherwise reimbursed under this Agreement) with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any Notes, the other Loan Documents and any such other documents, and (fii) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Global Coordinator, each Lead Arranger, each Bank, each Swingline Lender and each Agent together with their respective directors, officers, employees, agents, trustees, advisors and affiliates (collectively, “Indemnified Persons”) Indemnitee harmless from and against, against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, documented out-of-pocket costs, expenses or disbursements of any kind or nature whatsoever (including without limitation, all fees and expenses of counsel to any indemnified person) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, any Notes or the other Loan DocumentsDocuments (regardless of whether any Loan Party or equity holder of any Loan Party is or is not a party to any such actions or suits) and any such other documents, including any of the transactions contemplated by this Agreement, any Notes or foregoing relating to the other Loan Documents, or the use, or proposed use, use of proceeds of the Loans Term Loans, or violation of, noncompliance with or liability under, any Environmental Law relating to any Group Member or any of the Properties, including the presence, Release or threat of Releases of or exposure to any Materials of Environmental Concern, and the reasonable and documented fees and expenses of legal counsel (limited to primary outside counsel and one outside counsel for each local jurisdiction and if reasonably necessary (as determined by such Agent, Lender or affiliate) regulatory and specialist counsel and if reasonably necessary (as determined by such by such Agent, Lender or affiliate) in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (fii), collectively, the “Indemnified Liabilities”); provided provided, that the Parent and the Borrower shall not have no any obligation hereunder to an Indemnified Person any Indemnitee with respect to Indemnified Liabilities arising (x) to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee or its Related Indemnified PersonPersons, AND PROVIDED FURTHER THAT IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCEor (y) that do not involve an act or omission by the Parent, the Borrower or any of itstheir respective affiliates and that is brought by an indemnified person against any other indemnified person (other than any action, proceeding or other matter against (1) Xxxxxx Xxxxxxx Senior Funding, Inc. solely in its capacity or in fulfilling its role as an Agent or Lead Arranger or similar role under the Term Loan Facility) or (z) in relation to any settlement effected by any Indemnitee without the Borrower’s consent 2) any other “Lead Arranger” under (and as defined in) the Third Amendment solely in such capacity). Without limiting the foregoing, and to the extent permitted by applicable law, each of the Parent and the Borrower agreesagree not to assert and to cause itstheir respective Subsidiaries not to assert, and hereby waiveswaive and agreesagree to cause itstheir respective 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 Indemnitee except to the extent found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee or its Related Indemnified Persons. Statements payable by the Parent or the Borrower pursuant to this Section 10.5 shall be submitted to the Chief Financial Officer, at the address of the Parent or the Borrower (as applicable) set forth in Section 10.2, or to such other Person or address as may be hereafter designated by the Parent or the Borrower (as applicable) in a written notice to the Administrative Agent. The agreements in this Section 10.5 shall survive repayment of the Term Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes; Indemnity. The Borrower agrees (a) to pay all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facility, (b) to pay or reimburse the Administrative each Agent and its Affiliates for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation preparation and execution and delivery of, and any amendment, supplement or modification to, this Agreement and any Notes and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, special one counsel to for all of the Administrative Agent (but excluding the fees or expenses of any other counsel)Agents together, (cb) (i) to pay or reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, any Notes, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of the special counsel to the Administrative Agent, and (dii) to pay or reimburse each Bank Lender for all its reasonable out-of-pocket costs and expenses incurred in connection with the enforcement, enforcement or at any time after the occurrence and during the continuance of a Default or an Event of Default the preservation, preservation of any rights under this Agreement, any Notes, the other Loan Documents and any such other documentsdocuments following the occurrence and during the continuation of a Default or an Event of Default, including, without limitation, the reasonable fees and disbursements of counsel to such Bankeach Lender, (ec) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Bank Lender and the Administrative Agent (and their respective directors, officers, employees and agents) harmless from, any and all recording and filing fees, if any, fees and any and all liabilities (for which each Bank has not been otherwise reimbursed under this Agreement) with respect to, or resulting from any delay in paying, stamp, excise (other than excise taxes imposed in lieu of net income taxes) and other similar taxes, if any, that which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any Notes, the other Loan Documents and any such other documents, and (fd) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Global Coordinator, each Lead Arranger, each Bank, each Swingline Lender and each Agent together with (and their respective directors, officers, employees, employees and agents, trustees, advisors and affiliates (collectively, “Indemnified Persons”) harmless from and against, against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, suits and reasonable out-of-pocket costs, expenses or disbursements (including, without limitation, the reasonable fees and expenses of the same counsel for all of the Lenders or Agents (absent a conflict of interest or inability to join the relevant actions or proceedings, in which additional counsel may be retained by the relevant Agents and Lenders)) of any kind or nature whatsoever (including without limitation, all fees and expenses of counsel with respect to any indemnified person) with respect claim, litigation, investigation or proceeding relating to the execution, delivery, enforcement, performance and administration of this Agreement, any Notes or Agreement and the other Loan DocumentsDocuments and any such other documents or any use of any of the Extensions of Credit, the transactions contemplated by this Agreementincluding, without limitation, any Notes or the other Loan Documents, or the use, or proposed use, of proceeds of the Loans foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries or any of the Properties (all the foregoing in this clause (fd), collectively, the “"Indemnified Liabilities”"); , provided that the Borrower shall have no obligation hereunder to an Indemnified Person any Agent or any Lender (or their respective directors, officers, employees or agents) with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of any such Indemnified PersonAgent or any such Lender (or their respective directors, AND PROVIDED FURTHER THAT IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCEofficers, 101 employees or agents, as the case may be). The agreements in this Section 10.5 subsection shall survive the termination of this Agreement and the repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes; Indemnity. The Borrower agrees (a) to pay all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facility, The Company agrees (bi) to pay or reimburse the Administrative Agent and its Affiliates RFC for all its their reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation preparation and execution and delivery of, and any amendment, supplement or modification to, this Agreement, the Liquidity Agreement and any the Notes and the other Loan Documents and any other documents prepared in connection herewith or therewithherewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, special counsel to the Administrative Agent (but excluding the fees or expenses of any other counsel)and to RFC, (cii) to pay or reimburse reimburse, RFC each Bank and the Administrative Agent for all its their reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, any Notes, the other Loan Documents Notes and any such other documents, including, without limitation, the reasonable fees and disbursements of the special counsel to the Administrative Agent, (d) to pay or reimburse each Bank for all its costs and expenses incurred in connection with the enforcement, or at any time after the occurrence and during the continuance of a Default or an Event of Default the preservation, of any rights under this Agreement, any Notes, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees allocated cost of in-house counsel) to the Agent, to RFC and disbursements of counsel to such Bankthe several Banks, and (eiii) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold RFC, each Bank and the Administrative Agent harmless from, any and all recording and filing fees, if any, fees and any and all liabilities (for which each Bank has not been otherwise reimbursed under this Agreement) with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, that which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any Notes, the other Loan Documents Notes and any such other documents. (b) The Company will indemnify each of the Agent, RFC, the CP Issuer and (f) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, the Banks and hold each Global Coordinator, each Lead Arranger, each Bank, each Swingline Lender and each Agent together with their respective the directors, officers, employeesmanagers, agentsmembers and employees thereof and each Person, trusteesif any, advisors who controls each one of the Agent, RFC, the CP Issuer and affiliates the Banks (collectivelyany of the foregoing, an “Indemnified PersonsPerson”) and hold each Indemnified Person harmless from and against, against any and all other liabilities, obligations, lossesclaims, damages, penalties, actions, judgments, suits, costs, liabilities and expenses or (including without limitation (i) all fees and disbursements of any kind or nature whatsoever counsel (including without limitation, the allocated cost of in-house counsel) with whom an Indemnified Person may consult in connection therewith and all fees and expenses of counsel litigation or preparation therefore and (ii) any amounts paid or payable by any Bank pursuant to its indemnity obligations under subsection 4.8 of the Liquidity Agreement) which an Indemnified Person may incur or which may be asserted against it in connection with any indemnified personlitigation or investigation (whether or not such Indemnified Person is a party to such litigation or investigation) with respect to the execution, delivery, enforcement, performance and administration of involving this Agreement, the use of any Notes proceeds of any RFC Loans under this Agreement by the Company or any Subsidiary, any officer, director, member, manager or employee thereof, excluding litigation commenced by the Company against any of the Agent or the other Loan Documents, Banks which (i) seeks enforcement of any of the transactions contemplated by this Agreement, Company’s rights hereunder and (ii) is determined adversely to any Notes of the Agent or the other Loan Documents, or the use, or proposed use, of proceeds of the Loans Banks (all the foregoing in this clause (f)such non-excluded claims, collectivelydamages, the liabilities and expenses, “Indemnified Liabilities”); , provided that the Borrower Company shall have no obligation hereunder to an any Indemnified Person with respect to Indemnified Liabilities arising to the extent such Indemnified Liabilities resulted from the gross negligence or willful misconduct of such Indemnified Person, AND PROVIDED FURTHER THAT IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCE. . (c) The agreements in this Section 10.5 subsection 9.5 shall survive repayment of the RFC Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes; Indemnity. The Borrower agrees (a) to pay all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facility, (b) to pay or reimburse the Administrative Agent and its Affiliates Bank on demand for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation preparation and execution and delivery of, and any amendment, waiver, consent, supplement or modification to, this Agreement and any Notes and Agreement, the other Mezzanine Term Loan Note, the Collateral Documents and any other documents prepared in connection herewith or therewithherewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, special legal counsel to the Administrative Agent (but excluding the fees or expenses of any other counsel)Bank, (cb) to pay or reimburse the Administrative Agent Bank on demand for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, any Notesthe Mezzanine Term Loan Note, the other Loan Collateral Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of the special legal counsel to the Administrative Agent, (d) to pay or reimburse each Bank for all its costs and expenses incurred in connection with the enforcement, or at any time after the occurrence and during the continuance of a Default or an Event of Default the preservation, of any rights under this Agreement, any Notes, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to such Bank, (ec) without duplication limitation of any other the provision contained in of clause (a) of this Agreement or any Notessubsection, to pay, indemnify, and to hold each the Bank and the Administrative Agent harmless from, any and all recording and filing fees, if anyintangibles taxes, UCC and any and all liabilities (for which each Bank has not been otherwise reimbursed under this Agreement) with respect toother title or lien searches, or resulting from any delay in paying, stamp, excise stamp and other taxes, if any, that which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any Notesthe Mezzanine Term Loan Note, the other Loan Collateral Documents and any such other documents, and (fd) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Global Coordinator, each Lead Arranger, each Bank, each Swingline Lender and each Agent together with their respective directors, officers, employees, agents, trustees, advisors and affiliates (collectively, “Indemnified Persons”) the Bank harmless from and against, against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including including, without limitation, all counsel fees and expenses of counsel to disbursements in connection with any indemnified personlitigation, investigation, hearing or other proceeding) with respect or in any way related to the existence, execution, delivery, enforcement, performance and administration of this Agreement, any Notes or the other Mezzanine Term Loan Documents, Note and the transactions contemplated by this Agreement, any Notes or the other Loan Documents, or the use, or proposed use, of proceeds Collateral Documents (all of the Loans (all the foregoing in this clause (f)foregoing, collectively, the “"Indemnified Liabilities”"); provided , provided, that the Borrower shall not have no any obligation hereunder to an Indemnified Person with respect to Indemnified Liabilities arising directly from the gross negligence or willful misconduct of such Indemnified Person, AND PROVIDED FURTHER THAT IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCE. The agreements in this Section 10.5 shall survive repayment of the Loans and all other amounts payable hereunderBank.

Payment of Expenses and Taxes; Indemnity. The Borrower agrees (a) to pay all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facility, The Company agrees (bi) to pay or reimburse the Administrative Agent and its Affiliates for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation preparation and execution and delivery of, and any amendment, supplement or modification to, this Agreement and any the Notes and the other Loan Documents and any other documents prepared in connection herewith or therewithherewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, special counsel to the Administrative Agent (but excluding the fees or expenses of any other counsel)Agent, (cii) to pay or reimburse each Bank and the Administrative Agent for all its their reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, any Notes, the other Loan Documents Notes and any such other documents, including, without limitation, the reasonable fees and disbursements of the special counsel to the Administrative Agent, (d) to pay or reimburse each Bank for all its costs and expenses incurred in connection with the enforcement, or at any time after the occurrence and during the continuance of a Default or an Event of Default the preservation, of any rights under this Agreement, any Notes, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees allocated cost of in-house counsel) to the Agent and disbursements of counsel to such Bankthe several Banks, and (eiii) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Bank and the Administrative Agent harmless from, any and all recording and filing fees, if any, fees and any and all liabilities (for which each Bank has not been otherwise reimbursed under this Agreement) with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, that which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any Notes, the other Loan Documents Notes and any such other documents, . (b) The Company will indemnify each of the Agent and (f) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, the Banks and hold each Global Coordinator, each Lead Arranger, each Bank, each Swingline Lender and each Agent together with their respective Affiliates and the directors, officers, employees, agents, trustees, advisors and affiliates agents thereof and each Person, if any, who controls each one of the Agent and the Banks (collectivelyany of the foregoing, an “Indemnified PersonsPerson”) and hold each Indemnified Person harmless from and against, against any and all other liabilities, obligations, lossesclaims, damages, penalties, actions, judgments, suits, costs, liabilities and expenses or (including without limitation all fees and disbursements of any kind or nature whatsoever counsel (including without limitation, the allocated cost of in-house counsel) with whom an Indemnified Person may consult in connection therewith and all fees and expenses of counsel litigation or preparation therefor) which an Indemnified Person may incur or which may be asserted against it in connection with any claim, litigation, investigation or proceeding (whether or not such Indemnified Person is a party to any indemnified personsuch litigation or investigation) with respect to the execution, delivery, enforcement, performance and administration of involving this Agreement, the use of any Notes proceeds of any Loans under this Agreement by the Company or any Subsidiary or any officer, director or employee thereof, excluding litigation commenced by the Company against any of the Agent or the other Loan Documents, Banks which (i) seeks enforcement of any of the transactions contemplated by this Agreement, Company’s rights hereunder and (ii) is determined adversely to any Notes of the Agent or the other Loan Documents, or the use, or proposed use, of proceeds of the Loans Banks (all the foregoing in this clause (f)such non-excluded claims, collectivelydamages, the liabilities and expenses, “Indemnified Liabilities”); , provided that the Borrower Company shall have no obligation hereunder to an any Indemnified Person with respect to Indemnified Liabilities arising to the extent such Indemnified Liabilities resulted from the gross negligence or willful misconduct of such Indemnified Person, AND PROVIDED FURTHER THAT IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCEin each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction. No Indemnified Person shall be liable for any damages arising from the use by unauthorized persons of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons or for any special, indirect, consequential or punitive damages in connection with this Agreement. (c) The agreements in this Section subsection 10.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes; Indemnity. The Borrower agrees agrees, whether or not any Letter of Credit is issued, (a) to pay all reasonable out-of-pocket expenses of other than the Global Coordinators associated with fees for the syndication of the Facilityitems set forth in Exhibit D hereto which shall be as set forth in such Exhibit, (b) to pay or reimburse the Administrative Agent and its Affiliates Bank for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation preparation and execution and delivery of, and any requested amendment, supplement or modification to, or waiver or consent to, this Agreement and any Notes and the other Loan Documents and Transaction Documents, any other documents prepared in connection herewith or therewith, therewith and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, special counsel to the Administrative Agent (but excluding the fees or expenses of any other counsel), (cb) to pay or reimburse the Administrative Agent Bank for all of its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, Agreement or any Notes, the other Loan Documents and any such other documentsTransaction Document, including, without limitation, the reasonable fees and disbursements of the special counsel to the Administrative Agentcounsel, (dc) to pay or reimburse each Bank for all its costs and expenses incurred in connection with the enforcement, or at any time after the occurrence and during the continuance of a Default or an Event of Default the preservation, of any rights under this Agreement, any Notes, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to such Bank, (e) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each the Bank and the Administrative Agent harmless from, any and all recording and filing fees, if any, fees and any and all liabilities (for which each Bank has not been otherwise reimbursed under this Agreement) with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, that which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, Agreement or any Notes, the other Loan Documents and any such other documentsTransaction Document, and (fd) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, indemnify and hold each Global Coordinator, each Lead Arranger, each Bank, each Swingline Lender the Bank and each Agent together with their respective directors, its officers, employees, agents, trustees, advisors directors and affiliates (collectively, “Indemnified Persons”) employees harmless from and against, against any and all other liabilities, obligations, claims, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including including, without limitation, all reasonable counsel fees and expenses of counsel to any indemnified persondisbursements) with respect to the execution, delivery, enforcement, enforcement and performance and administration of this Agreement, Agreement or any Notes other Transaction Document or the other Loan Documents, use of the Letters of Credit or with respect to the transactions contemplated by this Agreementthereby; provided, any Notes or the other Loan Documentshowever, or the use, or proposed use, of proceeds of the Loans (all the foregoing in this clause (f), collectively, the “Indemnified Liabilities”); provided that the Borrower shall have no obligation hereunder not be obligated to an Indemnified Person with respect to Indemnified Liabilities indemnify the Bank for any such liabilities arising from the Bank's gross negligence or willful misconduct of such Indemnified Person, AND PROVIDED FURTHER THAT IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCEmisconduct. The agreements in this Section 10.5 paragraph shall survive repayment the payment of the Loans Borrower's obligations hereunder and all any other amounts payable hereunderunder the Transaction Documents.

Payment of Expenses and Taxes; Indemnity. The Borrower agrees (a) to pay all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facility, (b) to pay or reimburse the Administrative Agent and its Affiliates Bank for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation preparation and execution and delivery of, and any amendment, supplement or modification to, this Agreement and any Notes and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, special counsel to the Administrative Agent (but excluding the fees or expenses of any other counsel)Bank, (cb) to pay or reimburse the Administrative Agent Bank for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, any Notes, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of the special counsel to the Administrative Agent, (d) to pay or reimburse each Bank for all its costs and expenses incurred in connection with the enforcement, or at any time after the occurrence and during the continuance of a Default or an Event of Default the preservation, of any rights under this Agreement, any Notes, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to such Bank, (ec) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Bank and the Administrative Agent harmless from, any and all recording and filing fees, if any, fees and any and all liabilities (for which each Bank has not been otherwise reimbursed under this Agreement) with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, that which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any Notes, the other Loan Documents and any such other documents, and (fd) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Global Coordinator, each Lead Arranger, each Bank, each Swingline Lender and each Agent together with their respective directors, officers, employees, agents, trustees, advisors and affiliates (collectively, “Indemnified Persons”) Bank harmless from and against, against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including without limitation, all fees and expenses of counsel to any indemnified person) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, any Notes or the other Loan DocumentsDocuments and any such other documents, the transactions contemplated by this Agreementincluding, without limitation, any Notes or the other Loan Documents, or the use, or proposed use, of proceeds of the Loans foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of Borrower, any of its Subsidiaries or any of their respective properties (all the foregoing in this clause (fd), collectively, the “"Indemnified Liabilities”"); provided that the Borrower shall have no obligation hereunder to an Indemnified Person with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of such Indemnified Person, AND PROVIDED FURTHER THAT IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCE. The agreements in this Section 10.5 shall survive repayment of the Loans and all other amounts payable hereunder.. THE INDEMNIFICATION PROVIDED IN THIS SECTION SHALL APPLY WHETHER OR NOT SUCH COSTS, EXPENSES OR INDEMNIFIED LIABILITIES ARE IN ANY WAY OR TO ANY EXTENT CAUSED, IN WHOLE OR IN PART, BY ANY

Payment of Expenses and Taxes; Indemnity. The Borrower agrees (a) to pay all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facility, (b) to pay or reimburse the Administrative Agent and its Affiliates Agents for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation preparation and execution and delivery of, and any amendment, supplement or modification to, this Agreement and any Notes and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, special one counsel to for all of the Administrative Agent (but excluding the fees or expenses of any other counsel)Agents together, (cb) (i) to pay or reimburse the Administrative Agent Agents for all its reasonable out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, any Notes, the other Loan Documents and any such other documents, including, without limitation, costs and expenses which the reasonable Administrative Agent may incur in enforcing or protecting its Liens on or rights and interest in the Collateral, and the fees and disbursements of the special counsel to the Administrative AgentAgents, and (dii) to pay or reimburse each Bank Lender for all its reasonable out-of-pocket costs and expenses incurred in connection with the enforcement, enforcement or at any time after the occurrence and during the continuance of a Default or an Event of Default the preservation, preservation of any rights under this Agreement, any Notes, the other Loan Documents and any such other documentsdocuments following the occurrence and during the continuation of a Default or an Event of Default, including, without limitation, the reasonable fees and disbursements of counsel to such Bankeach Lender, (ec) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Bank Lender and the Administrative Agent Agents (and their respective directors, officers, employees and agents) harmless from, any and all recording and filing fees, if any, fees and any and all liabilities (for which each Bank has not been otherwise reimbursed under this Agreement) with respect to, or resulting from any delay in paying, stamp, excise (other than excise taxes imposed in lieu of net income taxes) and other similar taxes, if any, that which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any Notes, the other Loan Documents and any such other documents, and (fd) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Global Coordinator, each Lead Arranger, each Bank, each Swingline Lender and each Agent together with the Agents (and their respective directors, officers, employees, employees and agents, trustees, advisors and affiliates (collectively, “Indemnified Persons”) harmless from and against, against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, suits and reasonable out-of-pocket costs, expenses or disbursements (including, without limitation, the reasonable fees and expenses of the same counsel for all of the Lenders or the Agents (absent a conflict of interest or inability to join the relevant actions or proceedings, in which additional counsel may be retained by the Agents and Lenders)) of any kind or nature whatsoever (including without limitation, all fees and expenses of counsel with respect to any indemnified person) with respect claim, litigation, investigation or proceeding relating to the execution, delivery, enforcement, performance and administration of this Agreement, any Notes or Agreement and the other Loan DocumentsDocuments and any such other documents or any use of any of the Extensions of Credit, the transactions contemplated by this Agreementincluding, without limitation, any Notes or the other Loan Documents, or the use, or proposed use, of proceeds of the Loans foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries or any of the Properties (all the foregoing in this clause (fd), collectively, the “"Indemnified Liabilities”"); , provided that the Borrower shall have no obligation hereunder to an Indemnified Person the Agents or any Lender (or their respective directors, officers, employees or agents) with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of the Agents or any such Indemnified PersonLender (or their respective directors, AND PROVIDED FURTHER THAT IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCEofficers, employees or agents, as the case may be), provided, however, that in connection with the enforcement or preservation of any rights under this Agreement or the other Loan Documents, the Borrower shall not be required to pay or reimburse the Lenders for more than one counsel to all of the Lenders and for one counsel to each of the Agents. The agreements in this Section 10.5 subsection shall survive the termination of this Agreement and the repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes; Indemnity. The Borrower agrees (a) to pay all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facility, (b) to pay or reimburse each Agent, the Administrative Agent Lead Arranger and its Affiliates the Bookrunner for all its reasonable and documented out-of-pocket costs and expenses (including, without limitation, reasonable out-of-pocket legal fees and expenses, and printing, reproduction, document delivery (including via DebtDomain or similar web-based service)) incurred in connection with the syndication, development, preparation, negotiation negotiation, execution, delivery and execution and delivery administration of, and any amendment, supplement or modification to, this Agreement and any Notes and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable and documented fees and disbursements of Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, special counsel to the Administrative Agent (but excluding Agents, the fees or expenses of any other counsel)Lead Arranger and the Bookrunner, (cb) to pay or reimburse each Lender, the Administrative Daylight Overdraft Lender, the Swing Line Lender, the Issuing Lenders and each Agent for all its documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, any Notes, the other Loan Documents and any such other documentsdocuments or any restructuring or "work-out" related hereto and thereto, including, without limitation, the reasonable and documented fees and disbursements of the special counsel to each Lender and of counsel to the Administrative AgentAgents, (dc) to pay or reimburse each Bank Agent for all its documented costs and expenses incurred in connection with the enforcementinspections performed pursuant to Sections 7.6 and 7.9, or at and any time after the occurrence other due diligence performed in connection with this Agreement and during the continuance of a Default or an Event of Default the preservation, of any rights under this Agreement, any Notes, the other Loan Documents and any such other documentsDocuments, including, without limitation, including (i) the reasonable documented fees and disbursements of counsel to such Bankthe Agents, and (eii) without duplication of any other provision contained in this Agreement or any Notesthe costs and expenses associated with lien searches, and (d) to pay, indemnify, and hold each Bank Lender, the Issuing Lenders, the Daylight Overdraft Lender, the Swing Line Lender and the Administrative each Agent harmless from, any and all recording and filing fees, if any, fees and any and all liabilities (for which each Bank has not been otherwise reimbursed under this Agreement) with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, that which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent (including the determination of whether or not any such waiver or consent is required) under or in respect of, this Agreement, any Notes, the other Loan Documents and any such other documents, and (fe) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Global CoordinatorLender, each Lead Arrangerthe Issuing Lenders, each Bankthe Daylight Overdraft Lender, each Swingline the Swing Line Lender and each Agent together with Agent, and each of their respective directors, officers, employees, agentsdirectors, trustees, advisors agents, advisors, affiliates and affiliates controlling persons (collectivelyeach, “Indemnified Persons”) an "Indemnitee"), harmless from and against, against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including including, without limitation, all fees reasonable and expenses of counsel to any indemnified persondocumented legal fees) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, any Notes or the other Loan Documents, the transactions contemplated by this Agreementand any such other documents, including, without limitation, any Notes of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the other operations of any Loan DocumentsParty or any of their respective Subsidiaries, or the use, or proposed use, of proceeds any of the Loans Properties (all the foregoing in this clause (fe), collectively, the “"Indemnified Liabilities”"); provided that that, the Borrower shall have no obligation hereunder to an Indemnified Person any Indemnitee with respect to Indemnified Liabilities, to the extent such Indemnified Liabilities arising (i) are found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnified PersonIndemnitee, AND PROVIDED FURTHER THAT IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCEor (ii) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee's obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final, non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction. The Borrower also agrees that no Indemnitee shall have any liability (whether direct or indirect, in contract, tort, equity or otherwise) to the Borrower or the Borrower's Subsidiaries or Affiliates or to the Borrower's or its equity holders or creditors arising out of, related to or in connection with any aspect of this Agreement, the Loan Documents or any of the transactions contemplated hereby, except to the extent of direct (as opposed to special, indirect, consequential or punitive) damages determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted directly from such Indemnitee's gross negligence or willful misconduct. It is further agreed that the Indemnitees shall have liability only to the Borrower (as opposed to any other person). Notwithstanding any other provision of this Agreement, no Indemnitee shall be liable for any damages arising from the use by others of information or other materials obtained through electronic telecommunications or other information transmission systems, except to the extent such damages are found by a final, non-appealable judgment of a court of competent jurisdiction to arise directly from the gross negligence or willful misconduct of such Indemnitee. The agreements in this Section 10.5 11.6 shall survive repayment of the Loans Loans, Reimbursement Obligations and all other amounts payable hereunderhereunder and termination of this Agreement.

Payment of Expenses and Taxes; Indemnity. The Borrower agrees agrees (a) to pay all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facility, (b) to pay or reimburse the Administrative Agent and its Affiliates for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation preparation and execution and delivery of, and any amendment, supplement or modification to, this Agreement and any Notes and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, special one counsel to for the Administrative Agent Agent, (but excluding the fees or expenses of any other counsel), (cb) to pay or reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, any Notes, the other Loan Documents and any such other documents, including, without limitation, costs and expenses which the reasonable Administrative Agent may incur in enforcing or protecting its Liens on or rights and interest in the Collateral, and the fees and disbursements of the special counsel to the Administrative Agent, and any review of pleadings and documents related to the Reorganization Cases, attendance at meetings related to the Reorganization Cases, general monitoring of the Reorganization Cases and any subsequent chapter 7 case, and (dc) to pay or reimburse each Bank Lender for all its reasonable out-of-pocket costs and expenses incurred in connection with the enforcement, enforcement or at any time after the occurrence and during the continuance of a Default or an Event of Default the preservation, preservation of any rights under this Agreement, any Notes, the other Loan Documents and any such other documentsdocuments following the occurrence and during the continuation of a Default or an Event of Default, including, without limitation, the reasonable fees and disbursements of counsel to such Bank, each Lender, (ed) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Bank Lender and the Administrative Agent (and their respective directors, officers, employees and agents) harmless from, any and all recording and filing fees, if any, fees and any and all liabilities (for which each Bank has not been otherwise reimbursed under this Agreement) with respect to, or resulting from any delay in paying, stamp, excise (other than excise taxes imposed in lieu of net income taxes) and other similar taxes, if any, that which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any Notes, the other Loan Documents and any such other documents, and and (fe) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Global Coordinator, each Lead Arranger, each Bank, each Swingline Lender and each the Administrative Agent together with (and their respective directors, officers, employees, employees and agents, trustees, advisors and affiliates (collectively, “Indemnified Persons”) harmless from and against, against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, suits and reasonable out-of-pocket costs, expenses or disbursements (including, without limitation, the reasonable fees and expenses of the same counsel for all of the Lenders or the Administrative Agent (absent a conflict of interest or inability to join the relevant actions or proceedings, in which additional counsel may be retained by the Administrative Agent and Lenders)) of any kind or nature whatsoever (including without limitation, all fees and expenses of counsel with respect to any indemnified person) with respect claim, litigation, investigation or proceeding relating to the execution, delivery, enforcement, performance and administration of this Agreement, any Notes or Agreement and the other Loan DocumentsDocuments and any such other documents or any use of any of the Extensions of Credit, the transactions contemplated by this Agreementincluding, without limitation, any Notes or the other Loan Documents, or the use, or proposed use, of proceeds of the Loans foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries or any of the Properties (all the foregoing in this clause (fd), collectively, the “"Indemnified Liabilities”"); , provided that the Borrower shall have no obligation hereunder to an Indemnified Person the Administrative Agent or any Lender (or their respective directors, officers, employees or agents) with respect to Indemnified Liabilities arising from the bad faith, gross negligence or willful misconduct of the Administrative Agent or any such Indemnified PersonLender (or their respective directors, AND PROVIDED FURTHER THAT IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCEofficers, employees or agents, as the case may be), provided, however, that in connection with the enforcement or preservation of any rights under this Agreement or the other Loan Documents, the Borrower shall not be required to pay or reimburse the Lenders for more than one counsel to all of the Lenders and for one counsel to the Administrative Agent. The agreements in this Section 10.5 subsection shall survive the termination of this Agreement and the repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes; Indemnity. The Borrower agrees (a) to pay all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facility, (b) to pay or reimburse the Administrative Agent and its Affiliates Bank on demand for all its reasonable out-out of-pocket costs and expenses incurred in connection with the development, preparation, negotiation preparation and execution and delivery of, and any amendment, waiver, consent, supplement or modification to, this Agreement and any Notes and Agreement, the other Revolving Credit Note, the Term Loan Note, the Collateral Documents and any other documents prepared in connection herewith or therewithherewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, special legal counsel to the Administrative Agent (but excluding the fees or expenses of any other counsel)Bank, (cb) to pay or reimburse the Administrative Agent Bank on demand for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, any Notesthe Revolving Credit Note, the other Term Loan Note, the Collateral Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of the special legal counsel to the Administrative Agent, (d) to pay or reimburse each Bank for all its costs and expenses incurred in connection with the enforcement, or at any time after the occurrence and during the continuance of a Default or an Event of Default the preservation, of any rights under this Agreement, any Notes, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to such Bank, (ec) without duplication limitation of any other the provision contained in of clause (a) of this Agreement or any Notessubsection, to pay, indemnify, and to hold each the Bank and the Administrative Agent harmless from, any and all recording and filing fees, if anyintangibles taxes, UCC and any and all liabilities (for which each Bank has not been otherwise reimbursed under this Agreement) with respect toother title or lien searches, or resulting from any delay in paying, stamp, excise stamp and other taxes, if any, that which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any Notesthe Revolving Credit Note, the other Term Loan Note, the Collateral Documents and any such other documents, and (fd) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Global Coordinator, each Lead Arranger, each Bank, each Swingline Lender and each Agent together with their respective directors, officers, employees, agents, trustees, advisors and affiliates (collectively, “Indemnified Persons”) the Bank harmless from and against, against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including including, without limitation, all counsel fees and expenses of counsel to disbursements in connection with any indemnified personlitigation, investigation, hearing or other proceeding) with respect or in any way related to the existence, execution, delivery, enforcement, performance and administration of this Agreement, any Notes or the other Loan DocumentsRevolving Credit Note, the transactions contemplated by this Agreement, any Notes or Term Loan Note and the other Loan Documents, or the use, or proposed use, of proceeds Collateral Documents (all of the Loans (all the foregoing in this clause (f)foregoing, collectively, the “"Indemnified Liabilities”"); provided , provided, that the Borrower shall not have no any obligation hereunder to an Indemnified Person with respect to Indemnified Liabilities arising directly from the gross negligence or willful misconduct of such Indemnified Person, AND PROVIDED FURTHER THAT IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCE. The agreements in this Section 10.5 shall survive repayment of the Loans and all other amounts payable hereunderBank.

Payment of Expenses and Taxes; Indemnity. The Borrower agrees (a) to pay all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facility, (b) to pay or reimburse the Administrative Agent and its Affiliates for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation and execution and delivery of, and any amendment, supplement or modification to, this Agreement and any Notes and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of Sxxxxxx Xxxxxxx Simpson Thacher & Bxxxxxxx LLPBartlett, special counsel to the Administrative Agent Agxxx (but excluding the fees xxx xxxxxxing xxx xxxs or expenses of any other counsel), (cb) to pay or reimburse each Bank and the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, any Notes, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of the several special counsel to the Banks and the Administrative Agent, (d) to pay or reimburse each Bank for all its costs and expenses incurred in connection with the enforcement, or at any time after the occurrence and during the continuance of a Default or an Event of Default the preservation, of any rights under this Agreement, any Notes, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to such Bank, (ec) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Bank and the Administrative Agent harmless from, any and all recording and filing fees, if any, and any and all liabilities (for which each Bank has not been otherwise reimbursed under this Agreement) with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any Notes, the other Loan Documents and any such other documents, and (fd) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Global Coordinator, each Lead Arranger, each Bank, each Swingline Lender Bank and each the Administrative Agent together with their respective directors, officers, employees, agents, trustees, advisors agents and affiliates (collectively, “"Indemnified Persons”") harmless from and against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including without limitation, all fees and expenses of counsel to any indemnified person) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, any Notes or Notes, the other Loan Documents, the transactions contemplated by this Agreement, any Notes or the other Loan Documents, Documents or the use, or proposed use, of proceeds of the Loans and any such other documents (all the foregoing in this clause (fd), collectively, the “"Indemnified Liabilities”"); provided provided, that the Borrower shall have no obligation hereunder to an Indemnified Person with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of such Indemnified Person, AND PROVIDED FURTHER THAT IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCE. The agreements in this Section 10.5 11.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes; Indemnity. The Borrower agrees (a) to pay all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facility, The Company agrees (bi) to pay or reimburse the Administrative Agent and its Affiliates RFC for all its their reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation preparation and execution and delivery of, and any amendment, supplement or modification to, this Agreement, the Liquidity Agreement and any the Notes and the other Loan Documents and any other documents prepared in connection herewith or therewithherewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, special counsel to the Administrative Agent (but excluding the fees or expenses of any other counsel)and to RFC, (cii) to pay or reimburse reimburse, RFC each Bank and the Administrative Agent for all its their reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, any Notes, the other Loan Documents Notes and any such other documents, including, without limitation, the reasonable fees and disbursements of the special counsel to the Administrative Agent, (d) to pay or reimburse each Bank for all its costs and expenses incurred in connection with the enforcement, or at any time after the occurrence and during the continuance of a Default or an Event of Default the preservation, of any rights under this Agreement, any Notes, the other Loan Documents and any such other documents, includingcounsel(including, without limitation, the reasonable fees allocated cost of in-house counsel) to the Agent, to RFC and disbursements of counsel to such Bankthe several Banks, and (eiii) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold RFC, each Bank and the Administrative Agent harmless from, any and all recording and filing fees, if any, fees and any and all liabilities (for which each Bank has not been otherwise reimbursed under this Agreement) with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, that which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any Notes, the other Loan Documents Notes and any such other documents. (b) The Company will indemnify each of the Agent, RFC, the CP Issuer and (f) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, the Banks and hold each Global Coordinator, each Lead Arranger, each Bank, each Swingline Lender and each Agent together with their respective the directors, officers, employeesmanagers, agentsmembers and employees thereof and each Person, trusteesif any, advisors who controls each one of the Agent, RFC, the CP Issuer and affiliates the Banks (collectivelyany of the foregoing, “an "Indemnified Persons”Person") and hold each Indemnified Person harmless from and against, against any and all other liabilities, obligations, lossesclaims, damages, penalties, actions, judgments, suits, costs, liabilities and expenses or (including without limitation (i) all fees and disbursements of any kind or nature whatsoever counsel (including without limitation, the allocated cost of in-house counsel) with whom an Indemnified Person may consult in connection therewith and all fees and expenses of counsel litigation or preparation therefore and (ii) any amounts paid or payable by any Bank pursuant to its indemnity obligations under subsection 4.8 of the Liquidity Agreement) which an Indemnified Person may incur or which may be asserted against it in connection with any indemnified personlitigation or investigation (whether or not such Indemnified Person is a party to such litigation or investigation) with respect to the execution, delivery, enforcement, performance and administration of involving this Agreement, the use of any Notes proceeds of any RFC Loans under this Agreement by the Company or any Subsidiary, any officer, director, member, manager or employee thereof, excluding litigation commenced by the Company against any of the Agent or the other Loan Documents, Banks which (i) seeks enforcement of any of the transactions contemplated by this Agreement, Company's rights hereunder and (ii) is determined adversely to any Notes of the Agent or the other Loan Documents, or the use, or proposed use, of proceeds of the Loans Banks (all the foregoing in this clause (fsuch non-excluded claims, damages, liabilities and expenses, "Indemnified Liabilities"), collectively, the “Indemnified Liabilities”); provided that the Borrower Company shall have no obligation hereunder to an any Indemnified Person with respect to Indemnified Liabilities arising to the extent such Indemnified Liabilities resulted from the gross negligence or willful misconduct of such Indemnified Person, AND PROVIDED FURTHER THAT IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCE. . (c) The agreements in this Section 10.5 subsection 9.5 shall survive repayment of the RFC Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes; Indemnity. Costs and Expenses. The Borrower agrees Company shall pay (aii) to all reasonable out‑of‑pocket expenses incurred by the Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Agent), and shall pay all reasonable out-of-pocket expenses fees and time charges and disbursements for attorneys who may be employees of the Global Coordinators associated Agent, in connection with the syndication of the Facilitycredit facilities provided for herein, (b) to pay or reimburse the Administrative Agent and its Affiliates for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation negotiation, execution, delivery and execution and delivery of, and any amendment, supplement or modification to, administration of this Agreement and any Notes and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the Transactions shall be consummated), (iiii) all reasonable out‑of‑pocket expenses incurred by the applicable Issuing Lender and any other documents prepared the Applicable Swingline Lender in connection herewith with the issuance, amendment, renewal or therewithextension of any Letter of Credit or Swingline Loan or any demand for payment thereunder and (iiiiii) all reasonable out‑of‑pocket expenses incurred by the Agent, any Lender, any Issuing Lender or any Swingline Lender (including the fees, charges and disbursements of any counsel for the Agent, any Lender, any Swingline Lender or any Issuing Lender), and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, shall pay the reasonable fees and disbursements time charges for attorneys who may be employees of Sxxxxxx Xxxxxxx & Bxxxxxxx LLPthe Agent, special counsel to the Administrative Agent (but excluding the fees any Lender, any Issuing Lender or expenses of any other counsel)Swingline Lender, (c) to pay or reimburse the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation protection of any its rights under this Agreement, any Notes, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of the special counsel to the Administrative Agent, (dA) to pay or reimburse each Bank for all its costs and expenses incurred in connection with the enforcement, or at any time after the occurrence and during the continuance of a Default or an Event of Default the preservation, of any rights under this Agreement, any Notes, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to such Bank, (e) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Bank and the Administrative Agent harmless from, any and all recording and filing fees, if any, and any and all liabilities (for which each Bank has not been otherwise reimbursed under this Agreement) with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any Notes, the other Loan Documents and any such other documents, and (f) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Global Coordinator, each Lead Arranger, each Bank, each Swingline Lender and each Agent together with their respective directors, officers, employees, agents, trustees, advisors and affiliates (collectively, “Indemnified Persons”) harmless from and against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including without limitation, all fees and expenses of counsel to any indemnified person) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, any Notes or the other Loan Documents, the transactions contemplated by including its rights under this Agreement, any Notes or the other Loan DocumentsSection, or the use, or proposed use, of proceeds of (B) in connection with the Loans (made or Letters of Credit issued hereunder, including all the foregoing such out‑of‑pocket expenses incurred during any workout, restructuring or negotiations in this clause (f), collectively, the “Indemnified Liabilities”); provided that the Borrower shall have no obligation hereunder to an Indemnified Person with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of such Indemnified Person, AND PROVIDED FURTHER THAT IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCE. The agreements in this Section 10.5 shall survive repayment Loans or Letters of the Loans and all other amounts payable hereunderCredit.

Payment of Expenses and Taxes; Indemnity. (a) To the extent permitted by applicable law (i) the Borrower and each Loan Party shall not assert, and the Borrower and each Loan Party hereby waives, any claim against any Indemnitee for any Liabilities arising from the use by others of information or other materials (including, without limitation, any personal data) obtained through telecommunications, electronic or other information transmission systems (including the Internet), except to the extent such Liabilities are determined by a court of competent jurisdiction in a final and nonappealable decision to have resulted from the bad faith, gross negligence or willful misconduct of such Indemnitee, and (ii) no party hereto shall assert, and each such party hereby waives, any Liabilities against any other party hereto, 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 2021 Transactions, any Loan or Letter of Credit or the use of the proceeds thereof; provided that, nothing in this subsection 10.5(a) shall relieve the Borrower or any Loan Party of any obligation it may have to indemnify an Indemnitee, as provided in subsection 10.5(b), against any special, indirect, consequential or punitive damages asserted against such Indemnitee by a third party. (b) The Borrower agrees (a) to pay all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facility, (b) to pay or reimburse the Administrative Agent Agents and its Affiliates the Other Representatives for (1) all its their reasonable and documented out-of-pocket costs and expenses incurred Incurred in connection with (i) the syndication of the Facilities and the development, preparation, negotiation and execution and delivery of, and any amendment, supplement or modification to, this Agreement and any Notes and the other Loan Documents and any other documents prepared in connection herewith or therewith, and (ii) the consummation and administration of the transactions (including the syndication of the Initial Term Loans and the Initial Revolving Commitments) contemplated hereby and therebythereby and (iii) efforts to monitor the Loans and verify, includingprotect, without limitationevaluate, assess, appraise, collect, sell, liquidate or otherwise dispose of any of the Collateral in accordance with the terms of the Loan Documents, and (2) the reasonable and documented fees and disbursements of Sxxxxxx Xxxxxxx Cravath, Swaine & Bxxxxxxx Xxxxx LLP, and such other special counsel to or local counsel, consultants, advisors, appraisers and auditors whose retention (other than during the Administrative Agent (but excluding continuance of an Event of Default) is approved by the fees or expenses of any other counsel)Borrower in writing, (cb) to pay or reimburse each Lender and the Administrative Agent Agents for all its their reasonable and documented out-of-pocket costs and expenses incurred Incurred in connection with the enforcement or preservation of any rights under this Agreement, any Notes, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of the special counsel to the Administrative Agent, (d) to pay or reimburse each Bank for all its costs and expenses incurred documents prepared in connection with herewith or therewith, including the enforcement, or at any time after the occurrence and during the continuance of a Default or an Event of Default the preservation, of any rights under this Agreement, any Notes, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to such Bankthe Agents (limited to one firm of counsel for the Agents and, if necessary, one firm of local counsel in each appropriate jurisdiction, in each case for the Agents), (ec) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnifyindemnify or reimburse each Lender, each Issuing Bank and the Agents for, and hold each Lender, each Issuing Bank and the Administrative Agent Agents harmless from, any and all recording and filing fees, if any, fees and any and all liabilities (for which each Bank has not been otherwise reimbursed under this Agreement) with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, that which may be payable or determined to be payable in connection with the execution and execution, delivery or enforcement 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, any Notes, the other Loan Documents and any such other documents, and (fd) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnifyindemnify or reimburse each Lender, the Other Representatives, each Issuing Bank, each Agent, and each Related Party of any of the foregoing Persons (each, an “Indemnitee”) for, and hold each Global Coordinator, each Lead Arranger, each Bank, each Swingline Lender and each Agent together with their respective directors, officers, employees, agents, trustees, advisors and affiliates (collectively, “Indemnified Persons”) Indemnitee harmless from and against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including without limitation, all in the case of fees and expenses disbursements of counsel, limited to one firm of counsel for all Indemnitees and, if necessary, one firm of local counsel in each appropriate jurisdiction, in each case for all Indemnitees (and, in the case of an actual or perceived conflict of interest where the Indemnitee affected by such conflict informs the Borrower of such conflict and thereafter, after receipt of the Borrower’s consent (which shall not be unreasonably withheld), retains its own counsel, of another firm of counsel for such affected Indemnitee)) arising out of or relating to any indemnified person) actual or prospective claim, litigation, investigation or proceeding, whether based on contract, tort or any other theory, brought by a third party or by the Borrower or any other Loan Party and regardless of whether any Indemnitee is a party thereto, with respect to the execution, delivery, enforcement, performance and administration of this Agreement, any Notes or the other Loan DocumentsDocuments and any such other documents, including any of the transactions contemplated by this Agreement, any Notes or foregoing relating to the other Loan Documents, or the use, or proposed use, use of proceeds of the Loans Loans, the Letters of Credit or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower or any of its Subsidiaries or any of the property of the Borrower or any of its Subsidiaries (all the foregoing in this clause (fd), collectively, the “Indemnified Liabilities”); , provided that the Borrower shall not have no any obligation hereunder to an Indemnified Person any Agent, any Other Representative, any Issuing Bank or any Lender (or any Related Party of any such Agent, Other Representative, Issuing Bank or Lender) with respect to Indemnified Liabilities arising from (i) the gross negligence negligence, bad faith or willful misconduct (as determined by a court of competent jurisdiction in a final non-appealable decision) of such Indemnified PersonAgent, AND PROVIDED FURTHER THAT IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCEOther Representative, Issuing Bank or Lender (or any Related Party of such Agent, Other Representative, Issuing Bank or Lender), (ii) any material breach of any Loan Document by such Agent, Other Representative, Issuing Bank or Lender (or any Related Party of such Agent, Other Representative, Issuing Bank or Lender) as determined by a court of competent jurisdiction in a final and non-appealable decision or (iii) claims against such Indemnitee or any Related Party brought by any other Indemnitee that do not involve claims against any Other Representative or Agent in its capacity as such. All amounts due under this subsection 10.5 shall be payable not later than 30 days after written demand therefor. Statements reflecting amounts payable by the Loan Parties pursuant to this subsection 10.5 shall be submitted to the address of the Borrower set forth in subsection 10.2, or to such other Person or address as may be hereafter designated by the Borrower in a notice to the Administrative Agent. Notwithstanding the foregoing, except as provided in clauses (b) and (c) above, the Borrower shall have no obligation under this subsection 10.5 to any Indemnitee with respect to any Taxes imposed, levied, collected, withheld or assessed by any Governmental Authority. The agreements in this Section subsection 10.5 shall survive repayment of the Term Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes; Indemnity. The Borrower agrees Borrowers agree (a) to pay all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facility, (b) to pay or reimburse the Administrative Agent and its Affiliates for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation preparation and execution and delivery of, and any amendment, supplement supplement, modification or modification waiver to, this Agreement and any Notes and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of Sxxxxxx Xxxxxxx Xxxxxx & Bxxxxxxx LLPXxxxxxx, special counsel to the Administrative Agent (but excluding Agent, as well as local and foreign counsel to the fees or expenses of any other counsel)Agent, (cb) to pay or reimburse each Lender, the Administrative Issuing Bank and the Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, any Notes, Agreement or the other Loan Documents or the making of Revolving Credit Loans and issuing of Letters of Credit hereunder and all other related transactions (including during any such other documentsworkout or restructuring of the Revolving Credit Loans or during the pendency of any bankruptcy, insolvency or similar proceeding), including, without limitation, the reasonable fees and disbursements of the special counsel to the Administrative Agent, (d) to pay or reimburse each Bank for all its costs and expenses incurred in connection with the enforcement, or at any time after the occurrence and during the continuance of a Default or an Event of Default the preservation, of any rights under this Agreement, any Notes, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to the Agent and to each Lender and any advisors, appraisers, consultants or other professionals engaged by them or such Bankcounsel, including Zolfo Xxxxxx LLC, and (ewithout duplication) without duplication allocated costs of any other provision contained in this Agreement or any Notesin-house counsel, and (c) to pay, indemnify, and hold each Lender, the Issuing Bank and the Administrative Agent harmless from, any and all recording and filing fees, if any, fees and any and all liabilities (for which each Bank has not been otherwise reimbursed under this Agreement) with respect to, or resulting from any delay in paying, documentary stamp, excise and other taxes, if any, that which may be payable or determined to be payable in connection with by reason of the execution and delivery of, or consummation or administration of this Agreement and the other Loan Documents and any of the transactions contemplated bysuch other documents, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any Notes, the other Loan Documents and any such other documents, thereof and (fd) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Global CoordinatorLender, each Lead Arranger, each Bank, each Swingline Lender the Issuing Bank and each the Agent together with and their respective directorsaffiliates, officers, directors, employees, agentsagents and advisors (each, trustees, advisors and affiliates (collectively, “an "Indemnified Persons”Party") harmless from and against, against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including without limitation, all legal fees and expenses of counsel to any indemnified personother charges) with respect to the execution, delivery, enforcement, performance and administration consummation of this Agreement, any Notes or the other Loan DocumentsDocuments and any such other documents, the transactions contemplated by this Agreementincluding, without limitation, any Notes of the foregoing relating to, or arising out of (i) the preparation for a defense of, or participation in, any investigation, litigation, proceeding or other action related to or arising out of the Loan DocumentsDocuments or any other such documents, or the usemaking of Revolving Credit Loans and issuing of Letters of Credit hereunder and all other related transactions (whether or not such Indemnified Party is a party to such proceeding or other action and whether any such investigation, litigation or proposed useproceeding or other action is brought by a Borrower, its stockholders or creditors, by an Indemnified Party or by any other Person) or (ii) the violation of, noncompliance with or liability under, any Environmental Law applicable to any Borrower, any of proceeds its Subsidiaries or any of the Loans real property that is part of the Collateral (all the foregoing in this clause (fd), collectively, the “Indemnified Liabilities”"indemnified liabilities"); provided , provided, that the Borrower Borrowers shall have no obligation hereunder to an Indemnified Person Party with respect to Indemnified Liabilities indemnified liabilities arising solely from the gross negligence or willful misconduct of such Indemnified PersonParty (as determined in a final nonappealable judgment by a court of competent jurisdiction). A certificate as to any amounts payable pursuant to this subsection 12.5 submitted to the Borrower Representative by the Agent, AND PROVIDED FURTHER THAT IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCEany Lender or an Indemnified Party shall be conclusive in the absence of manifest error. The Borrowers further agree that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Borrowers or any of their Affiliates, security holders or creditors except to the extent such liability is found in a final nonappealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct or the Indemnified Party's breach of its obligations under the Loan Documents. The agreements in this Section 10.5 subsection shall survive repayment of the Revolving Credit Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes; Indemnity. (a) The Borrower agrees (a) to pay all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facility, (bi) to pay or reimburse the Administrative each Agent and its Affiliates for all its reasonable out-of-pocket and documented costs and expenses incurred in connection with the development, preparation, negotiation and negotiation, execution and delivery ofdelivery, and any amendment, supplement or modification to, this Agreement and any Notes and the other Loan Documents Documents, any security arrangements in connection therewith and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, including the reasonable invoiced fees and disbursements of Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, special counsel to such parties (limited to primary outside counsel and one outside counsel for each local jurisdiction and if reasonably necessary (as determined by such Agent) regulatory and specialist counsel and if reasonably necessary (as determined by such by such Agent) and filing and recording fees and expenses, with statements with respect to the Administrative Agent foregoing to be submitted to the Borrower prior to the Closing Date (but excluding in the fees or expenses case of any other counsel), amounts to be paid on the Closing Date) and from time to time thereafter as such parties shall deem appropriate and (cii) to pay or reimburse the Administrative each Lender and Agent for all its documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, any Notes, the other Loan Documents and any such other documents, including, without limitation, including the reasonable fees and disbursements of the special counsel to the Administrative Agent, (d) to pay or reimburse each Bank for all its costs and expenses incurred in connection with the enforcement, or at any time after the occurrence and during the continuance of a Default or an Event of Default the preservation, of any rights under this Agreement, any Notes, the other Loan Documents and any such other documents, including, without limitation, the reasonable invoiced fees and disbursements of counsel to such Bank, parties and any documented costs and expenses incurred during any workout or restructuring. (eb) without duplication of any other provision contained in this Agreement or any Notes, The Borrower agrees (i) to pay, indemnify, and hold each Bank Lender and each Agent and their respective affiliates (including, without limitation, controlling persons) and each member, partner, director, officer, employee, advisor, agent, affiliate, successor, partner, member, representative and assign of each of the Administrative Agent forgoing (each, an “Indemnitee”) harmless from, any and all recording and filing fees, if any, and any and all liabilities (for which each Bank has not been otherwise reimbursed under this Agreement) with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any Notes, the other Loan Documents and any such other documents, and (fii) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Global Coordinator, each Lead Arranger, each Bank, each Swingline Lender and each Agent together with their respective directors, officers, employees, agents, trustees, advisors and affiliates (collectively, “Indemnified Persons”) Indemnitee harmless from and against, against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, documented out-of-pocket costs, expenses or disbursements of any kind or nature whatsoever (including without limitation, all fees and expenses of counsel to any indemnified person) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, any Notes or the other Loan DocumentsDocuments (regardless of whether any Loan Party or equity holder of any Loan Party is or is not a party to any such actions or suits) and any such other documents, including any of the transactions contemplated by this Agreement, any Notes or foregoing relating to the other Loan Documents, or the use, or proposed use, use of proceeds of the Loans Term Loans, or violation of, noncompliance with or liability under, any Environmental Law relating to any Group Member or any of the Properties, including the presence, Release or threat of Releases of or exposure to any Materials of Environmental Concern, and the reasonable and documented fees and expenses of legal counsel (limited to primary outside counsel and one outside counsel for each local jurisdiction and if reasonably necessary (as determined by such Agent, Lender or affiliate) regulatory and specialist counsel and if reasonably necessary (as determined by such by such Agent, Lender or affiliate) in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (fii), collectively, the “Indemnified Liabilities”); provided provided, that the Borrower shall not have no any obligation hereunder to an Indemnified Person any Indemnitee with respect to Indemnified Liabilities arising (x) to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee or its Related Indemnified PersonPersons, AND PROVIDED FURTHER THAT IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCE(y) that do not involve an act or omission by the Borrower or any of its affiliates and that is brought by an indemnified person against any other indemnified person (other than any action, proceeding or other matter against Xxxxxx Xxxxxxx Senior Funding, Inc. solely in its capacity or in fulfilling its role as an Agent or Lead Arranger or similar role under the Term Loan Facility) or (z) in relation to any settlement effected by any Indemnitee without the Borrower’s consent . Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or 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 Indemnitee except to the extent found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee or its Related Indemnified Persons. Statements payable by the Borrower pursuant to this Section 10.5 shall be submitted to the Chief Financial Officer, at the address of the Borrower set forth in Section 10.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent. The agreements in this Section 10.5 shall survive repayment of the Term Loans and all other amounts payable hereunder. (c) To the fullest extent permitted by applicable law, neither the Borrower nor any Indemnitee shall assert, and each of the Borrower and each Indemnitee does hereby waive, any claim against any party hereto, 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, the transactions contemplated hereby or thereby, any Term Loan or the use of the proceeds thereof; provided that the foregoing shall not limit the indemnification obligations of the Borrower under clause (b) above to the extent they arise from claims of third parties against an Indemnitee for such special, indirect, consequential or punitive damages. No Indemnitee 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. (d) The Borrower shall not, without the prior written consent of the Indemnitee, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any proceeding in respect of which indemnification may be sought hereunder (whether or not any Indemnitee is a party thereto) unless such settlement, compromise, consent or termination (i) includes an unconditional release of each Indemnitee from all liability arising out of such proceeding and (ii) does not include a statement as to, or an admission of, fault, culpability, or a failure to act by or on behalf of such Indemnitee. (e) The Borrower will not be liable under this Agreement for any amount paid by an Indemnitee to settle any claims or actions if the settlement is entered into without the Borrower’s consent (which consent shall not be unreasonably withheld or delayed); provided, that this Section 10.5(e) shall not apply to those settlements where the Borrower was offered the ability to assume the defense of the action that directly and specifically related to the subject matter of such settlement and elected not to assume such defense. (f) All amounts due under this Section 10.5 shall be payable not later than ten (10) days after demand therefor.

Payment of Expenses and Taxes; Indemnity. The Borrower agrees (a) to pay all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facility, (b) to pay or reimburse the Administrative each Agent and its Affiliates for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation preparation and execution and delivery of, and any amendment, supplement or modification to, this Agreement and any Notes and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, including the reasonable fees and disbursements of Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, special counsel to such Agent and filing and recording fees and expenses, with statements with respect to the Administrative foregoing to be submitted to the Borrower prior to the Original Closing Date (in the case of amounts to be paid on the Original Closing Date) and from time to time thereafter on a quarterly basis or such other periodic basis as such Agent (but excluding the fees or expenses of any other counsel)shall deem appropriate, (cb) to pay or reimburse the Administrative each Lender and Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, any Notes, the other Loan Documents and any such other documents, including, without limitation, including the reasonable fees and disbursements of the special counsel to the Administrative Agent, (d) to pay or reimburse each Bank for all its costs and expenses incurred in connection with the enforcement, or at any time after the occurrence and during the continuance of a Default or an Event of Default the preservation, of any rights under this Agreement, any Notes, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and of counsel to such BankAgent, (ec) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Bank Lender and the Administrative Agent harmless from, any and all recording and filing fees, if any, fees and any and all liabilities (for which each Bank has not been otherwise reimbursed under this Agreement) with respect to, or resulting from any delay in paying, stamp, excise and other taxespaying Other Taxes, if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any Notes, the other Loan Documents and any such other documents, and (fd) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Global Coordinator, each Lead Arranger, each Bank, each Swingline Lender and Agent and each Agent together with of their respective officers, directors, officers, employees, agentsattorneys, trusteesaffiliates, agents and advisors (each, including each Lender and affiliates (collectivelyAgent, an “Indemnified PersonsIndemnitee”) harmless from and against, against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including without limitation, all fees and expenses of counsel to any indemnified person) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, any Notes or the other Loan DocumentsDocuments and any such other documents, including any of the transactions contemplated by this Agreement, any Notes or foregoing relating to the other Loan Documents, or the use, or proposed use, use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of any Group Member or any of the Properties or the unauthorized use by Persons of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such Persons and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (fd), collectively, the “Indemnified Liabilities”); provided , provided, that the Borrower shall have no obligation hereunder to an Indemnified Person any Indemnitee with respect to Indemnified Liabilities arising to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnified PersonIndemnitee or any of its Related Persons. Without limiting the foregoing, AND PROVIDED FURTHER THAT IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCEand to the extent permitted by applicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or 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 Indemnitee. All amounts due under this Section 11.5 shall be payable not later than 10 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 11.5 shall be submitted pursuant to the notice information for the Borrower set forth in Section 11.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent. The agreements in this Section 10.5 11.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes; Indemnity. The Borrower agrees (a) to pay all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facility, The Borrower agrees: (bi) to pay or reimburse the Administrative each Agent and its Affiliates for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation preparation and execution and delivery of, and any amendment, supplement or modification to, this Agreement and any Notes and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, including the reasonable fees and disbursements of Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, special counsel to such Agent, the Administrative Agent's out-of-pocket costs and customary charges for field examinations and internal appraisals and the reasonable fees and charges of independent third party appraisers selected by the Administrative Agent, and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Borrower prior to the Closing Date (in the case of amounts to be paid on the Closing Date) and from time to time thereafter on a quarterly basis or such other periodic basis as such Agent shall deem appropriate, (but excluding the fees or expenses of any other counsel), (cii) to pay or reimburse the Administrative Agent Lenders and Agents for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, any Notes, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of the special counsel to the Administrative Agent, (d) to pay or reimburse each Bank for all its costs and expenses incurred in connection with the enforcement, or at any time after the occurrence and during the continuance of a Default or an Event of Default the preservation, of any rights under this Agreement, any Notes, the other Loan Documents and any such other documents, including, without limitation, including the reasonable fees and disbursements of counsel to such Bank, the Lenders and of counsel to the Agents, (eiii) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Bank Lender and the Administrative Agent harmless from, any and all recording and filing fees, if any, fees and any and all liabilities (for which each Bank has not been otherwise reimbursed under this Agreement) with respect to, or resulting from any delay in paying, stamp, excise and other taxespaying Other Taxes, if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any Notes, the other Loan Documents and any such other documents, and and (fiv) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Global Coordinator, each Lead Arranger, each Bank, each Swingline Lender and Agent and each Agent together with of their respective officers, directors, officers, employees, agentsattorneys, trusteesaffiliates, agents and advisors (each, including each Lender and affiliates (collectivelyAgent, “Indemnified Persons”an "INDEMNITEE") harmless from and against, against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including without limitation, all fees and expenses of counsel to any indemnified person) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, any Notes or the other Loan DocumentsDocuments and any such other documents, including any of the transactions contemplated by this Agreement, any Notes or foregoing relating to the other Loan Documents, or the use, or proposed use, use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of any Group Member or any of the Properties or the unauthorized use by Persons of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such Persons and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (fiv), collectively, the “Indemnified Liabilities”"INDEMNIFIED LIABILITIES"); provided , PROVIDED, that the Borrower shall have no obligation hereunder to an Indemnified Person any Indemnitee with respect to Indemnified Liabilities arising to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnified PersonIndemnitee or any of its Related Persons. (b) Without limiting the foregoing, AND PROVIDED FURTHER THAT IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCEand to the extent permitted by applicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or 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 Indemnitee. (c) All amounts due under this Section 10.5 shall be payable not later than 10 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 10.5 shall be submitted to the address of the Borrower set forth in Section 10.2 or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent. (d) Notwithstanding the foregoing, (i) so long as no Event of Default has occurred and is continuing, the Borrower will not be obligated to reimburse the Administrative Agent for more than two field examinations or for more than two appraisals in any one-year period and (ii) so long as no Default has occurred and is continuing, the Borrower will not be obligated to reimburse the Administrative Agent for more than one field examination conducted during the first 60 days following the Closing Date. (e) The agreements in this Section 10.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes; Indemnity. The Borrower agrees (a) to pay all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facility, The Borrower agrees: (bi) to pay or reimburse the Administrative each Agent and its Affiliates for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation preparation and execution and delivery of, and any amendment, supplement or modification to, this Agreement and any Notes and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, including the reasonable fees and disbursements of Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, special counsel to such Agent, the Administrative Agent’s out-of-pocket costs and customary charges for field examinations and internal appraisals and the reasonable fees and charges of independent third party appraisers selected by the Administrative Agent, and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Borrower prior to the Closing Date (in the case of amounts to be paid on the Closing Date) and from time to time thereafter on a quarterly basis or such other periodic basis as such Agent shall deem appropriate, (but excluding the fees or expenses of any other counsel), (cii) to pay or reimburse the Administrative Agent Lenders and Agents for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, any Notes, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of the special counsel to the Administrative Agent, (d) to pay or reimburse each Bank for all its costs and expenses incurred in connection with the enforcement, or at any time after the occurrence and during the continuance of a Default or an Event of Default the preservation, of any rights under this Agreement, any Notes, the other Loan Documents and any such other documents, including, without limitation, including the reasonable fees and disbursements of counsel to such Bank, the Lenders and of counsel to the Agents, (eiii) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Bank Lender and the Administrative Agent harmless from, any and all recording and filing fees, if any, fees and any and all liabilities (for which each Bank has not been otherwise reimbursed under this Agreement) with respect to, or resulting from any delay in paying, stamp, excise and other taxespaying Other Taxes, if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any Notes, the other Loan Documents and any such other documents, and and (fiv) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Global Coordinator, each Lead Arranger, each Bank, each Swingline Lender and Agent and each Agent together with of their respective officers, directors, officers, employees, agentsattorneys, trusteesaffiliates, agents and advisors (each, including each Lender and affiliates (collectivelyAgent, an “Indemnified PersonsIndemnitee”) harmless from and against, against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including without limitation, all fees and expenses of counsel to any indemnified person) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, any Notes or the other Loan DocumentsDocuments and any such other documents, including any of the transactions contemplated by this Agreement, any Notes or foregoing relating to the other Loan Documents, or the use, or proposed use, use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of any Group Member or any of the Properties or the unauthorized use by Persons of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such Persons and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (fiv), collectively, the “Indemnified Liabilities”); provided , provided, that the Borrower shall have no obligation hereunder to an Indemnified Person any Indemnitee with respect to Indemnified Liabilities arising to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnified PersonIndemnitee or any of its Related Persons. (b) Without limiting the foregoing, AND PROVIDED FURTHER THAT IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCEand to the extent permitted by applicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or 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 Indemnitee. (c) All amounts due under this Section 10.5 shall be payable not later than 10 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 10.5 shall be submitted to the address of the Borrower set forth in Section 10.2 or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent. (d) Notwithstanding the foregoing, (i) so long as no Event of Default has occurred and is continuing, the Borrower will not be obligated to reimburse the Administrative Agent for more than two field examinations or for more than two appraisals in any one-year period and (ii) so long as no Default has occurred and is continuing, the Borrower will not be obligated to reimburse the Administrative Agent for more than one field examination conducted during the first 60 days following the Closing Date. (e) The agreements in this Section 10.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes; Indemnity. The Borrower agrees (a) to pay all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facility, (b) to pay or reimburse the Administrative Agent Agents and its Affiliates the Other Representatives for (1) all its their reasonable and documented out-of-pocket costs and expenses incurred in connection with (i) the syndication of the Facilities and the development, preparation, negotiation and execution and delivery of, and any amendment, supplement or modification to, this Agreement and any Notes and the other Loan Documents and any other documents prepared in connection herewith or therewith, and (ii) the consummation and administration of the transactions (including the syndication of the Initial Term Loan Commitments) contemplated hereby and therebythereby and (iii) efforts to monitor the Loans and verify, includingprotect, without limitationevaluate, assess, appraise, collect, sell, liquidate or otherwise dispose of any of the Collateral, and (2) the reasonable and documented fees and disbursements of Sxxxxxx Xxxxxxx Lxxxxx & Bxxxxxxx Wxxxxxx LLP, special in its capacity as counsel to the Administrative Agent Agents and Other Representatives, and such other special or local counsel, consultants, advisors, appraisers and auditors whose retention (but excluding other than during the fees or expenses continuance of any other counsel)an Event of Default) is approved by the Borrower, (cb) to pay or reimburse each Lender, each Lead Arranger and the Administrative Agent Agents for all its their reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, any Notes, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of the special counsel to the Administrative Agent, (d) to pay or reimburse each Bank for all its costs and expenses incurred documents prepared in connection with herewith or therewith, including the enforcement, or at any time after the occurrence and during the continuance of a Default or an Event of Default the preservation, of any rights under this Agreement, any Notes, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to such Bankthe Agents (limited to one firm of counsel in each appropriate jurisdiction, in each case for the Agents), (ec) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, or reimburse each Lender, each Lead Arranger and the Agents for, and hold each Bank Lender, each Lead Arranger and the Administrative Agent Agents harmless from, any and all recording and filing fees, if any, fees and any and all liabilities (for which each Bank has not been otherwise reimbursed under this Agreement) with respect to, or resulting from any delay in paying, any stamp, documentary, excise and other similar taxes, if any, that which may be payable or determined to be payable in connection with the execution and execution, delivery or enforcement 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, any Notes, the other Loan Documents and any such other documentsdocuments (all such items collectively, “Other Taxes”), and (fd) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold indemnify or reimburse each Global CoordinatorLender, each Lead Arranger, each Bank, each Swingline Lender Agent (and any sub-agent thereof) and each Agent together with their respective directorsRelated Party of any of the foregoing Persons (each, officers, employees, agents, trustees, advisors and affiliates (collectively, an “Indemnified PersonsIndemnitee”) for, and hold each Indemnitee harmless from and against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including without limitation, all in the case of fees and expenses disbursements of counsel, limited to one firm of counsel to any indemnified personfor all Indemnitees and, if necessary, one firm of local counsel in each appropriate jurisdiction, in each case for all Indemnitees (and, in the case of an actual or perceived conflict of interest where the Indemnitee affected by such conflict informs the Borrower of such conflict and thereafter, after receipt of the Borrower’s consent (which shall not be unreasonably withheld), retains its own counsel, of another firm of counsel for such affected Indemnitee)) arising out of, relating to, or in connection with respect to (i) the execution, delivery, enforcement, performance and administration of this Agreement, any Notes or the other Loan DocumentsDocuments and any such other documents, including any of the transactions contemplated by this Agreement, any Notes or foregoing relating to the other Loan Documents, or the use, or proposed use, use of proceeds of the Loans Loans, (ii) the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower or any of its Restricted Subsidiaries or any of the property of the Borrower or any of its Restricted Subsidiaries or any other property at which Materials of Environmental Concern generated by the Borrower or any of its Restricted Subsidiaries was managed, released, or discharged, or (iii) any actual or prospective 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 any Loan Party and regardless of whether any Indemnitee is a party thereto (all the foregoing in this clause (fd), collectively, the “Indemnified Liabilities”); , provided that the Borrower shall not have no any obligation hereunder to an Indemnified Person any Lead Arranger, any Other Representative, any Agent (or any sub-agent thereof) or any Lender (or any Related Party of any such Lead Arranger, Other Representative, Agent (or any sub-agent thereof) or Lender ) with respect to Indemnified Liabilities arising from (i) the gross negligence negligence, bad faith or willful misconduct of any such Indemnified PersonLead Arranger, AND PROVIDED FURTHER THAT IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCEOther Representative, Agent (or any sub-agent thereof) or Lender (or any Related Party of any such Lead Arranger, Other Representative, Agent (or any sub-agent thereof) or Lender), as the case may be, as determined by a court of competent jurisdiction in a final and non-appealable decision, (ii) a material breach of the Loan Documents by any such Lead Arranger, Other Representative, Agent (or any sub-agent thereof) or Lender (or any Related Party of any such Lead Arranger, Other Representative, Agent (or any sub-agent thereof) or Lender), as the case may be, as determined by a court of competent jurisdiction in a final and non-appealable decision or (iii) claims against such Indemnitee or any Related Party brought by any other Indemnitee that do not involve claims against any Lead Arranger or Agent in its capacity as such. Neither the Borrower nor any Indemnitee shall be liable for any indirect, special, punitive or consequential damages hereunder; provided that nothing contained in this sentence shall limit the Borrower’s indemnity or reimbursement obligations under this Subsection 11.5 to the extent such indirect, special, punitive or consequential damages are included in any third-party claim in connection with which such Indemnitee is entitled to indemnification hereunder. All amounts due under this Subsection 11.5 shall be payable not later than 30 days after written demand therefor. Statements reflecting amounts payable by the Loan Parties pursuant to this Subsection 11.5 shall be submitted to the address of the Borrower set forth in Subsection 11.2, or to such other Person or address as may be hereafter designated by the Borrower in a notice to the Administrative Agent. Notwithstanding the foregoing, except as provided in SubsectionsSubsection 11.5(b) and (c) above, Borrower shall not have any obligation under this Subsection 11.5 to any Indemnitee with respect to any tax, levy, impost, duty, charge, fee, deduction or withholding imposed, levied, collected, withheld or assessed by any Governmental AuthorityTax, other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. The agreements in this Section 10.5 Subsection 11.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes; Indemnity. (a) To the extent permitted by applicable law (i) the Borrower and each Loan Party shall not assert, and the Borrower and each Loan Party hereby waives, any claim against any Indemnitee for any Liabilities arising from the use by others of information or other materials (including, without limitation, any personal data) obtained through telecommunications, electronic or other information transmission systems (including the Internet), except to the extent such Liabilities are determined by a court of competent jurisdiction in a final and nonappealable decision to have resulted from the bad faith, gross negligence or willful misconduct of such Indemnitee, and (ii) no party hereto shall assert, and each such party hereby waives, any Liabilities against any other party hereto, 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 2021 Transactions, any Loan or Letter of Credit or the use of the proceeds thereof; provided that, nothing in this subsection 10.5(a) shall relieve the Borrower or any Loan Party of any obligation it may have to indemnify an Indemnitee, as provided in subsection 10.5(b), against any special, indirect, consequential or punitive damages asserted against such Indemnitee by a third party. (b) The Borrower agrees (a) to pay all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facility, (b) to pay or reimburse the Administrative Agent Agents and its Affiliates the Other Representatives for (1) all its their reasonable and documented out-of-pocket costs and expenses incurred Incurred in connection with (i) the syndication of the Facilities and the development, preparation, negotiation and execution and delivery of, and any amendment, supplement or modification to, this Agreement and any Notes and the other Loan Documents and any other documents prepared in connection herewith or therewith, and (ii) the consummation and administration of the transactions (including the syndication of the Initial Term Loans and the Initial Revolving Commitments) contemplated hereby and therebythereby and (iii) efforts to monitor the Loans and verify, includingprotect, without limitationevaluate, assess, appraise, collect, sell, liquidate or otherwise dispose of any of the Collateral in accordance with the terms of the Loan Documents, and (2) the reasonable and documented fees and disbursements of Sxxxxxx Xxxxxxx Cravath, Swaine & Bxxxxxxx Xxxxx LLP, and such other special counsel to or local counsel, consultants, advisors, appraisers and auditors whose retention (other than during the Administrative Agent (but excluding continuance of an Event of Default) is approved by the fees or expenses of any other counsel)Borrower in writing, (cb) to pay or reimburse each Lender and the Administrative Agent Agents for all its their reasonable and documented out-of-pocket costs and expenses incurred Incurred in connection with the enforcement or preservation of any rights under this Agreement, any Notes, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of the special counsel to the Administrative Agent, (d) to pay or reimburse each Bank for all its costs and expenses incurred documents prepared in connection with herewith or therewith, including the enforcement, or at any time after the occurrence and during the continuance of a Default or an Event of Default the preservation, of any rights under this Agreement, any Notes, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to such Bankthe Agents (limited to one firm of counsel for the Agents and, if necessary, one firm of local counsel in each appropriate jurisdiction, in each case for the Agents), (ec) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnifyindemnify or reimburse each Lender, each Issuing Bank and the Agents for, and hold each Lender, each Issuing Bank and the Administrative Agent Agents harmless from, any and all recording and filing fees, if any, fees and any and all liabilities (for which each Bank has not been otherwise reimbursed under this Agreement) with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, that which may be payable or determined to be payable in connection with the execution and execution, delivery or enforcement 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, any Notes, the other Loan Documents and any such other documents, and (fd) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnifyindemnify or reimburse each Lender, the Other Representatives, each Issuing Bank, each Agent, and each Related Party of any of the foregoing Persons (each, an “Indemnitee”) for, and hold each Global Coordinator, each Lead Arranger, each Bank, each Swingline Lender and each Agent together with their respective directors, officers, employees, agents, trustees, advisors and affiliates (collectively, “Indemnified Persons”) 177 [[5629054]] Indemnitee harmless from and against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including without limitation, all in the case of fees and expenses disbursements of counsel, limited to one firm of counsel for all Indemnitees and, if necessary, one firm of local counsel in each appropriate jurisdiction, in each case for all Indemnitees (and, in the case of an actual or perceived conflict of interest where the Indemnitee affected by such conflict informs the Borrower of such conflict and thereafter, after receipt of the Borrower’s consent (which shall not be unreasonably withheld), retains its own counsel, of another firm of counsel for such affected Indemnitee)) arising out of or relating to any indemnified person) actual or prospective claim, litigation, investigation or proceeding, whether based on contract, tort or any other theory, brought by a third party or by the Borrower or any other Loan Party and regardless of whether any Indemnitee is a party thereto, with respect to the execution, delivery, enforcement, performance and administration of this Agreement, any Notes or the other Loan DocumentsDocuments and any such other documents, including any of the transactions contemplated by this Agreement, any Notes or foregoing relating to the other Loan Documents, or the use, or proposed use, use of proceeds of the Loans Loans, the Letters of Credit or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower or any of its Subsidiaries or any of the property of the Borrower or any of its Subsidiaries (all the foregoing in this clause (fd), collectively, the “Indemnified Liabilities”); , provided that the Borrower shall not have no any obligation hereunder to an Indemnified Person any Agent, any Other Representative, any Issuing Bank or any Lender (or any Related Party of any such Agent, Other Representative, Issuing Bank or Lender) with respect to Indemnified Liabilities arising from (i) the gross negligence negligence, bad faith or willful misconduct (as determined by a court of competent jurisdiction in a final non-appealable decision) of such Indemnified PersonAgent, AND PROVIDED FURTHER THAT IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCEOther Representative, Issuing Bank or Lender (or any Related Party of such Agent, Other Representative, Issuing Bank or Lender), (ii) any material breach of any Loan Document by such Agent, Other Representative, Issuing Bank or Lender (or any Related Party of such Agent, Other Representative, Issuing Bank or Lender) as determined by a court of competent jurisdiction in a final and non-appealable decision or (iii) claims against such Indemnitee or any Related Party brought by any other Indemnitee that do not involve claims against any Other Representative or Agent in its capacity as such. All amounts due under this subsection 10.5 shall be payable not later than 30 days after written demand therefor. Statements reflecting amounts payable by the Loan Parties pursuant to this subsection 10.5 shall be submitted to the address of the Borrower set forth in subsection 10.2, or to such other Person or address as may be hereafter designated by the Borrower in a notice to the Administrative Agent. Notwithstanding the foregoing, except as provided in clauses (b) and (c) above, the Borrower shall have no obligation under this subsection 10.5 to any Indemnitee with respect to any Taxes imposed, levied, collected, withheld or assessed by any Governmental Authority. The agreements in this Section subsection 10.5 shall survive repayment of the Term Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes; Indemnity. The Borrower agrees (a) to pay all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facility, (b) to pay or reimburse the Administrative each Agent and its Affiliates for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation preparation and execution and delivery of, and any amendment, supplement or modification to, this Agreement and any Notes and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, including the reasonable fees and disbursements of Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, special counsel to such Agent and filing and recording fees and expenses, with statements with respect to the Administrative foregoing to be submitted to the Borrower prior to the Closing Date (in the case of amounts to be paid on the Closing Date) and from time to time thereafter on a quarterly basis or such other periodic basis as such Agent (but excluding the fees or expenses of any other counsel)shall deem appropriate, (cb) to pay or reimburse the Administrative each Lender and Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, any Notes, the other Loan Documents and any such other documents, including, without limitation, including the reasonable fees and disbursements of the special counsel to the Administrative Agent, (d) to pay or reimburse each Bank for all its costs and expenses incurred in connection with the enforcement, or at any time after the occurrence and during the continuance of a Default or an Event of Default the preservation, of any rights under this Agreement, any Notes, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and of counsel to such BankAgent, (ec) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Bank Lender and the Administrative Agent harmless from, any and all recording and filing fees, if any, fees and any and all liabilities (for which each Bank has not been otherwise reimbursed under this Agreement) with respect to, or resulting from any delay in paying, stamp, excise and other taxespaying Other Taxes, if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any Notes, the other Loan Documents and any such other documents, and (fd) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Global Coordinator, each Lead Arranger, each Bank, each Swingline Lender and Agent and each Agent together with of their respective officers, directors, officers, employees, agentsattorneys, trusteesaffiliates, agents and advisors (each, including each Lender and affiliates (collectivelyAgent, an “Indemnified PersonsIndemnitee”) harmless from and against, against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including without limitation, all fees and expenses of counsel to any indemnified person) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, any Notes or the other Loan DocumentsDocuments and any such other documents, including any of the transactions contemplated by this Agreement, any Notes or foregoing relating to the other Loan Documents, or the use, or proposed use, use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of any Group Member or any of the Properties or the unauthorized use by Persons of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such Persons and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (fd), collectively, the “Indemnified Liabilities”); provided , provided, that the Borrower shall have no obligation hereunder to an Indemnified Person any Indemnitee with respect to Indemnified Liabilities arising to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnified PersonIndemnitee or any of its Related Persons. Without limiting the foregoing, AND PROVIDED FURTHER THAT IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCEand to the extent permitted by applicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or 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 Indemnitee. All amounts due under this Section 11.5 shall be payable not later than 10 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 11.5 shall be submitted to Del Laboratories, Inc.; 000 XXX Xxxxx X.X. Xxx 0000; Xxxxxxxxx, XX 00000-0000; Attention: Chief Financial Officer, Telecopy: (000) 000-0000; Telephone: (000) 000-0000, at the address of the Borrower set forth in Section 11.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent. The agreements in this Section 10.5 11.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes; Indemnity. The Borrower agrees (a) to pay all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facility, (b) to pay or reimburse the Administrative each Agent and its Affiliates for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation preparation and execution and delivery of, and any amendment, supplement or modification to, this Agreement and any Notes and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, including the reasonable fees and disbursements of Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, special counsel to such Agent and filing and recording fees and expenses, with statements with respect to the Administrative foregoing to be submitted to the Borrower prior to the Closing Date (in the case of amounts to be paid on the Closing Date) and from time to time thereafter on a quarterly basis or such other periodic basis as such Agent (but excluding the fees or expenses of any other counsel)shall deem appropriate, (cb) to pay or reimburse the Administrative each Lender and Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, any Notes, the other Loan Documents and any such other documents, including, without limitation, including the reasonable fees and disbursements of the special counsel to the Administrative Agent, (d) to pay or reimburse each Bank for all its costs and expenses incurred in connection with the enforcement, or at any time after the occurrence and during the continuance of a Default or an Event of Default the preservation, of any rights under this Agreement, any Notes, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and of counsel to such BankAgent (including all such amounts incurred in any bankruptcy or other insolvency proceeding), (ec) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Bank Lender and the Administrative Agent harmless from, any and all recording and filing fees, if any, fees and any and all liabilities (for which each Bank has not been otherwise reimbursed under this Agreement) with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any Notes, the other Loan Documents and any such other documents, and (fd) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Global Coordinator, each Lead Arranger, each Bank, each Swingline Lender and each Agent together with and their respective officers, directors, officers, employees, affiliates, agents, trusteesadvisors, advisors attorneys and affiliates controlling persons (collectivelyeach, an “Indemnified PersonsIndemnitee”) harmless from and against, against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including without limitation, all fees and expenses of counsel to any indemnified person) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, any Notes or the other Loan DocumentsDocuments (regardless of whether any Loan Party is or is not a party to any such actions or suits) and any such other documents, including any of the transactions contemplated by this Agreement, any Notes or foregoing relating to the other Loan Documents, or the use, or proposed use, use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of any Group Member or any of the Properties and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (fd), collectively, the “Indemnified Liabilities”); provided , provided, that the Borrower shall have no obligation hereunder to an Indemnified Person any Indemnitee with respect to Indemnified Liabilities arising to the extent such Indemnified Liabilities are found by a final and non-appealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnified PersonIndemnitee. Without limiting the foregoing, AND PROVIDED FURTHER THAT IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCEand to the extent permitted by applicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or 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 Indemnitee. All amounts due under this Section 10.5 shall be payable not later than 10 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 10.5 shall be submitted to Chief Financial Officer (Telephone No. (000) 000-0000) (Telecopy No. (000) 000-0000), at the address of the Borrower set forth in Section 10.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent. The agreements in this Section 10.5 shall survive the termination of this Agreement and repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes; Indemnity. The Borrower agrees (a) to pay all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facility, (b) to pay or reimburse the Administrative Agent Agents and its Affiliates the Other Representatives for (1) all its their reasonable and documented out-of-pocket costs and expenses incurred in connection with (i) the syndication of the Facilities and the development, preparation, negotiation and execution and delivery of, and any amendment, supplement or modification to, this Agreement and any Notes and the other Loan Documents and any other documents prepared in connection herewith or therewith, and (ii) the consummation and administration of the transactions (including the syndication of the Initial Term Loan Commitments) contemplated hereby and therebythereby and (iii) efforts to monitor the Loans and verify, includingprotect, without limitationevaluate, assess, appraise, collect, sell, liquidate or otherwise dispose of any of the Collateral, and (2) the reasonable and documented fees and disbursements of Sxxxxxx Xxxxxxx Lxxxxx & Bxxxxxxx Wxxxxxx LLP, special in its capacity as counsel to the Administrative Agent Agents and Other Representatives, and such other special or local counsel, consultants, advisors, appraisers and auditors whose retention (but excluding other than during the fees or expenses continuance of any other counsel)an Event of Default) is approved by the Borrower, (cb) to pay or reimburse each Lender, each Lead Arranger and the Administrative Agent Agents for all its their reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, any Notes, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of the special counsel to the Administrative Agent, (d) to pay or reimburse each Bank for all its costs and expenses incurred documents prepared in connection with herewith or therewith, including the enforcement, or at any time after the occurrence and during the continuance of a Default or an Event of Default the preservation, of any rights under this Agreement, any Notes, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to such Bankthe Agents (limited to one firm of counsel in each appropriate jurisdiction, in each case for the Agents), (ec) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, or reimburse each Lender, each Lead Arranger and the Agents for, and hold each Bank Lender, each Lead Arranger and the Administrative Agent Agents harmless from, any and all recording and filing fees, if any, fees and any and all liabilities (for which each Bank has not been otherwise reimbursed under this Agreement) with respect to, or resulting from any delay in paying, any stamp, documentary, excise and other similar taxes, if any, that which may be payable or determined to be payable in connection with the execution and execution, delivery or enforcement 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, any Notes, the other Loan Documents and any such other documentsdocuments (all such items collectively, “Other Taxes”), and (fd) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold indemnify or reimburse each Global CoordinatorLender, each Lead Arranger, each Bank, each Swingline Lender Agent (and any sub-agent thereof) and each Agent together with their respective directorsRelated Party of any of the foregoing Persons (each, officers, employees, agents, trustees, advisors and affiliates (collectively, an “Indemnified PersonsIndemnitee”) for, and hold each Indemnitee harmless from and against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including without limitation, all in the case of fees and expenses disbursements of counsel, limited to one firm of counsel to any indemnified personfor all Indemnitees and, if necessary, one firm of local counsel in each appropriate jurisdiction, in each case for all Indemnitees (and, in the case of an actual or perceived conflict of interest where the Indemnitee affected by such conflict informs the Borrower of such conflict and thereafter, after receipt of the Borrower’s consent (which shall not be unreasonably withheld), retains its own counsel, of another firm of counsel for such affected Indemnitee)) arising out of, relating to, or in connection with respect to (i) the execution, delivery, enforcement, performance and administration of this Agreement, any Notes or the other Loan DocumentsDocuments and any such other documents, including any of the transactions contemplated by this Agreement, any Notes or foregoing relating to the other Loan Documents, or the use, or proposed use, use of proceeds of the Loans Loans, (ii) the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower or any of its Restricted Subsidiaries or any of the property of the Borrower or any of its Restricted Subsidiaries or any other property at which Materials of Environmental Concern generated by the Borrower or any of its Restricted Subsidiaries was managed, released, or discharged, or (iii) any actual or prospective 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 any Loan Party and regardless of whether any Indemnitee is a party thereto (all the foregoing in this clause (fd), collectively, the “Indemnified Liabilities”); , provided that the Borrower shall not have no any obligation hereunder to an Indemnified Person any Lead Arranger, any Other Representative, any Agent (or any sub-agent thereof) or any Lender (or any Related Party of any such Lead Arranger, Other Representative, Agent (or any sub-agent thereof) or Lender ) with respect to Indemnified Liabilities arising from (i) the gross negligence negligence, bad faith or willful misconduct of any such Indemnified PersonLead Arranger, AND PROVIDED FURTHER THAT IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCEOther Representative, Agent (or any sub-agent thereof) or Lender (or any Related Party of any such Lead Arranger, Other Representative, Agent (or any sub-agent thereof) or Lender), as the case may be, as determined by a court of competent jurisdiction in a final and non-appealable decision, (ii) a material breach of the Loan Documents by any such Lead Arranger, Other Representative, Agent (or any sub-agent thereof) or Lender (or any Related Party of any such Lead Arranger, Other Representative, Agent (or any sub-agent thereof) or Lender), as the case may be, as determined by a court of competent jurisdiction in a final and non-appealable decision or (iii) claims against such Indemnitee or any Related Party brought by any other Indemnitee that do not involve claims against any Lead Arranger or Agent in its capacity as such. Neither the Borrower nor any Indemnitee shall be liable for any indirect, special, punitive or consequential damages hereunder; provided that nothing contained in this sentence shall limit the Borrower’s indemnity or reimbursement obligations under this Subsection 11.5 to the extent such indirect, special, punitive or consequential damages are included in any third-party claim in connection with which such Indemnitee is entitled to indemnification hereunder. All amounts due under this Subsection 11.5 shall be payable not later than 30 days after written demand therefor. Statements reflecting amounts payable by the Loan Parties pursuant to this Subsection 11.5 shall be submitted to the address of the Borrower set forth in Subsection 11.2, or to such other Person or address as may be hereafter designated by the Borrower in a notice to the Administrative Agent. Notwithstanding the foregoing, except as provided in Subsection 11.5(c) above, Borrower shall not have any obligation under this Subsection 11.5 to any Indemnitee with respect to any Tax, other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. The agreements in this Section 10.5 Subsection 11.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes; Indemnity. The Borrower agrees agrees (a) to pay all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facility, (b) to pay or reimburse the Administrative Agent and its Affiliates for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation preparation and execution and delivery of, and any amendment, supplement or modification to, this Agreement and any Notes and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, special one counsel to for the Administrative Agent Agent, (but excluding the fees or expenses of any other counsel), (cb) to pay or reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, any Notes, the other Loan Documents and any such other documents, including, without limitation, costs and expenses which the reasonable Administrative Agent may incur in enforcing or protecting its Liens on or rights and interest in the Collateral, and the fees and disbursements of the special counsel to the Administrative Agent, and (dc) to pay or reimburse each Bank Lender for all its reasonable out-of-pocket costs and expenses incurred in connection with the enforcement, enforcement or at any time after the occurrence and during the continuance of a Default or an Event of Default the preservation, preservation of any rights under this Agreement, any Notes, the other Loan Documents and any such other documentsdocuments following the occurrence and during the continuation of a Default or an Event of Default, including, without limitation, the reasonable fees and disbursements of counsel to such Bank, each Lender, (ed) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Bank Lender and the Administrative Agent (and their respective directors, officers, employees and agents) harmless from, any and all recording and filing fees, if any, fees and any and all liabilities (for which each Bank has not been otherwise reimbursed under this Agreement) with respect to, or resulting from any delay in paying, stamp, excise (other than excise taxes imposed in lieu of net income taxes) and other similar taxes, if any, that which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any Notes, the other Loan Documents and any such other documents, and and (fe) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Global Coordinator, each Lead Arranger, each Bank, each Swingline Lender and each the Administrative Agent together with (and their respective directors, officers, employees, employees and agents, trustees, advisors and affiliates (collectively, “Indemnified Persons”) harmless from and against, against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, suits and reasonable out-of-pocket costs, expenses or disbursements (including, without limitation, the reasonable fees and expenses of the same counsel for all of the Lenders or the Administrative Agent (absent a conflict of interest or inability to join the relevant actions or proceedings, in which additional counsel may be retained by the Administrative Agent and Lenders)) of any kind or nature whatsoever (including without limitation, all fees and expenses of counsel with respect to any indemnified person) with respect claim, litigation, investigation or -88- 203 proceeding relating to the execution, delivery, enforcement, performance and administration of this Agreement, any Notes or Agreement and the other Loan DocumentsDocuments and any such other documents or any use of any of the Extensions of Credit, the transactions contemplated by this Agreementincluding, without limitation, any Notes or the other Loan Documents, or the use, or proposed use, of proceeds of the Loans foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries or any of the Properties (all the foregoing in this clause (fd), collectively, the “"Indemnified Liabilities”"); , provided that the Borrower shall have no obligation hereunder to an Indemnified Person the Administrative Agent or any Lender (or their respective directors, officers, employees or agents) with respect to Indemnified Liabilities arising from the bad faith, gross negligence or willful misconduct of the Administrative Agent or any such Indemnified PersonLender (or their respective directors, AND PROVIDED FURTHER THAT IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCEofficers, employees or agents, as the case may be), provided, however, that in connection with the enforcement or preservation of any rights under this Agreement or the other Loan Documents, the Borrower shall not be required to pay or reimburse the Lenders for more than one counsel to all of the Lenders and for one counsel to the Administrative Agent. The agreements in this Section 10.5 subsection shall survive the termination of this Agreement and the repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes; Indemnity. The Borrower agrees (a) to pay all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facility, The Company agrees (bi) to pay or reimburse the Administrative Agent and its Affiliates for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation preparation and execution and delivery of, and any amendment, supplement or modification to, this Agreement and any the Notes and the other Loan Documents and any other documents prepared in connection herewith or therewithherewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, special counsel to the Administrative Agent (but excluding the fees or expenses of any other counsel)Agent, (cii) to pay or reimburse each Bank and the Administrative Agent for all its their reasonable costs and expenses incurred in connection with the enforcement, attempted enforcement or preservation of any rights or remedies under this Agreement, any Notes, the other Loan Documents Notes and any such other documents, including, without limitation, the reasonable fees and disbursements of the special counsel to the Administrative Agent, (d) to pay or reimburse each Bank for all its costs and expenses incurred in connection with the enforcement, or at any time after the occurrence and during the continuance of a Default or an Event of Default the preservation, of any rights under this Agreement, any Notes, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to such Bank, the Agent and to each of the Banks and (eiii) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Bank and the Administrative Agent harmless from, any and all recording and filing fees, if any, fees and any and all liabilities (for which each Bank has not been otherwise reimbursed under this Agreement) with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, that which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any Notes, the other Loan Documents Notes and any such other documents. (b) The Company will indemnify each of the Agent and the Banks and the directors, officers and employees thereof and each Person, if any, who controls each one of the Agent and the Banks (fany of the foregoing, an "Indemnified Person") without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Global Coordinator, each Lead Arranger, each Bank, each Swingline Lender and each Agent together with their respective directors, officers, employees, agents, trustees, advisors and affiliates (collectively, “Indemnified Persons”) Person harmless from and against, against any and all other liabilities, obligations, lossesclaims, damages, penalties, actions, judgments, suits, costs, liabilities and reasonable expenses or disbursements of any kind or nature whatsoever (including without limitation, limitation all reasonable fees and disbursements of counsel with whom an Indemnified Person may consult in connection therewith and all reasonable expenses of counsel to litigation or preparation therefor) which an Indemnified Person may incur or which may be asserted against it in connection with any indemnified person) with respect to the execution, delivery, enforcement, performance and administration of litigation or investigation involving this Agreement, the use of any Notes proceeds of any Loans under this Agreement by the Company or any Subsidiary, any officer, director or employee thereof other than litigation commenced by the Company against any of the Agent or the other Loan Documents, Banks which (i) seeks enforcement of any of the transactions contemplated by this Agreement, Company's rights hereunder and (ii) is determined adversely to any Notes of the Agent or the other Loan Documents, or the use, or proposed use, of proceeds of the Loans Banks. (all the foregoing in this clause (f), collectively, the “Indemnified Liabilities”); provided that the Borrower shall have no obligation hereunder to an Indemnified Person with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of such Indemnified Person, AND PROVIDED FURTHER THAT IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCE. c) The agreements in this Section 10.5 subsection 9.5 shall survive repayment of the Loans Notes and all other amounts payable hereunder.

Payment of Expenses and Taxes; Indemnity. The Borrower agrees (a) to pay all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facility, The Company agrees (bi) to pay or reimburse the Administrative Agent and its Affiliates for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation preparation and execution and delivery of, and any amendment, supplement or modification to, this Agreement and any the Notes and the other Loan Documents and any other documents prepared in connection herewith or therewithherewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, special counsel to the Administrative Agent (but excluding the fees or expenses of any other counsel)Agent, (cii) to pay or reimburse each Bank and the Administrative Agent for all its their reasonable costs and expenses incurred in connection with the enforcement, attempted enforcement or preservation of any rights or remedies under this Agreement, any Notes, the other Loan Documents Notes and any such other documents, including, without limitation, the reasonable fees and disbursements of the special counsel to the Administrative Agent, (d) to pay or reimburse each Bank for all its costs and expenses incurred in connection with the enforcement, or at any time after the occurrence and during the continuance of a Default or an Event of Default the preservation, of any rights under this Agreement, any Notes, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to such Bank, the Agent and to each of the Banks and (eiii) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Bank and the Administrative Agent harmless from, any and all recording and filing fees, if any, fees and any and all liabilities (for which each Bank has not been otherwise reimbursed under this Agreement) with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, that which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any Notes, the other Loan Documents Notes and any such other documents. (b) The Company will indemnify each of the Agent and the Banks and the directors, officers and employees thereof and each Person, if any, who controls each one of the Agent and the Banks (fany of the foregoing, an "Indemnified Person") without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Global Coordinator, each Lead Arranger, each Bank, each Swingline Lender and each Agent together with their respective directors, officers, employees, agents, trustees, advisors and affiliates (collectively, “Indemnified Persons”) Person harmless from and against, against any and all other liabilities, obligations, lossesclaims, damages, penalties, actions, judgments, suits, costs, liabilities and reasonable expenses or disbursements of any kind or nature whatsoever (including without limitation, limitation all reasonable fees and disbursements of counsel with whom an Indemnified Person may consult in connection therewith and all reasonable expenses of counsel to litigation or preparation therefor) which an Indemnified Person may incur or which may be asserted against it in connection with any indemnified person) with respect to the execution, delivery, enforcement, performance and administration of litigation or investigation involving this Agreement, the use of any Notes proceeds of any Loans under this Agreement by the Company or the other Loan Documents, the transactions contemplated by this Agreementany Subsidiary, any Notes officer, director or the other Loan Documentsemployee thereof excluding (a) claims, or the usedamages, or proposed use, of proceeds of the Loans (all the foregoing in this clause (f), collectively, the “Indemnified Liabilities”); provided that the Borrower shall have no obligation hereunder to an Indemnified Person with respect to Indemnified Liabilities arising liabilities and expenses resulting from the gross negligence or willful misconduct of such Indemnified PersonPerson and its directors, AND PROVIDED FURTHER THAT IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCE. officers, employees and controlling persons, and (b) litigation commenced by the Company against any of the Agent or the Banks which (i) seeks enforcement of any of the Company's rights hereunder and (ii) is determined adversely to any of the Agent or the Banks. (c) The agreements in this Section 10.5 subsection 9.5 shall survive repayment of the Loans Notes and all other amounts payable hereunder.

Payment of Expenses and Taxes; Indemnity. The Borrower agrees (a) to pay all reasonable out-of-pocket expenses Each of the Global Coordinators associated with Borrower and the syndication of the Facility, Parent jointly and severally agree (bi) to pay or reimburse the Administrative Agent and its Affiliates Agents for all its reasonable out-of-pocket costs and reasonable expenses incurred in connection with the development, preparation, negotiation preparation and execution and delivery of, and any amendment, supplement or modification to, this Agreement and any Notes Agreement, the Revolving Credit Notes, the Swingline Note and the other Loan Documents and any other documents prepared in connection herewith or therewith, due diligence review, the syndication of the Revolver and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of Sxxxxxx Xxxxxxx Fennebresque, Clark, Swindell & Bxxxxxxx LLPHay, special counsel to the Administrative Agent Agents, and Cravath, Swaine & Moore, special xxxxxxxxental counsel to the Agents (but excluding it being understood that xxx Borrower and the fees Parent shall not be obligated to pay or reimburse the costs and expenses of any other counselcounsel in connection with the development, preparation and execution of this Agreement and the other Loan Documents or any amendment, supplement or modification to this Agreement, the Revolving Credit Notes, the Swingline Note or any other Loan Document), (cii) to pay or reimburse each Lender, the Swingline Lender, the Administrative Agent and the Syndication Agent for all its their respective costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, any the Revolving Credit Notes, the Swingline Note, the other Loan Documents and any such other documents, including, including without limitation, the reasonable fees and disbursements of the special counsel to the Administrative Agent, to the Syndication Agent, to the several Lenders and to the Swingline Lender and (diii) to pay or reimburse each Bank for all its costs and expenses incurred in connection with the enforcement, or at any time after the occurrence and during the continuance of a Default or an Event of Default the preservation, of any rights under this Agreement, any Notes, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to such Bank, (e) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Bank Lender, the Swingline Lender, the Administrative Agent and the Administrative Syndication Agent harmless from, any and all recording and filing fees, if any, fees and any and all liabilities (for which each Bank has not been otherwise reimbursed under this Agreement) with respect to, or resulting from any delay in paying, stamp, excise and other comparable taxes, if any, that which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any the Revolving Credit Notes, the Swingline Note, the other Loan Documents and any such other documents, . (b) Each of the Borrower and (f) without duplication of any other provision contained in this Agreement or any Notes, the Parent jointly and severally agree to pay, indemnify, and hold each Global CoordinatorLender, each Lead Arrangerthe Swingline Lender, each Bankthe Administrative Agent and the Syndication Agent, each Swingline Lender and each Agent together with their respective directors, officers, employeesemployees and Affiliates (each, agentsan "Indemnified Party"), trustees, advisors and affiliates (collectively, “Indemnified Persons”) harmless from and against, against any and all other liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever relating to or arising out of (including without limitationi) the Revolver, all fees and expenses of counsel to any indemnified person(ii) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, any Notes or the Revolving Credit Notes, the Swingline Note, the other Loan DocumentsDocuments and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated by this Agreementhereby and thereby, any Notes (iii) the use of the Letters of Credit or the other Loan Documents, or the use, or proposed use, of proceeds of the Loans or (iv) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnified Party is a party thereto, and to pay all expenses (including reasonable attorneys' fees and expenses) in connection with the investigation of, preparation for or defense of any pending or threatened claim or any action or proceeding arising therefrom (all the foregoing in this clause paragraph (fb), collectively, the “Indemnified Liabilities”"indemnified liabilities"); provided that the Borrower and the Parent shall have no obligation hereunder to an any Indemnified Person Party with respect to Indemnified Liabilities indemnified liabilities arising from (i) the gross negligence or willful misconduct of such Indemnified PersonParty, AND PROVIDED FURTHER THAT IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCE. as determined by final and nonappealable judgment of a court of competent jurisdiction or (ii) legal proceedings commenced against such Indemnified Party 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. (c) The agreements provisions of this subsection 11.5 shall remain operative and in full force and effect regardless of the expiration of the term of this Section 10.5 shall survive Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans and all Loans, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of any Agent or Lender. All amounts due under this subsection 11.5 shall be payable hereunderon written demand therefor.

Payment of Expenses and Taxes; Indemnity. The Borrower agrees (a) to pay all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facility, (b) to pay or reimburse the Administrative Agent and its Affiliates for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation and execution and delivery of, and any amendment, supplement or modification to, this Agreement and any Notes and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of Sxxxxxx Xxxxxxx Xxxxxxx & Bxxxxxxx Xxxxxxxx LLP, special counsel to the Administrative Agent (but excluding the fees or expenses of any other counsel), (cb) to pay or reimburse the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, any Notes, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of the special counsel to the Administrative Agent, (dc) to pay or reimburse each Bank for all its costs and expenses incurred in connection with the enforcement, or at any time after the occurrence and during the continuance of a Default or an Event of Default the preservation, of any rights under this Agreement, any Notes, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to such Bank, (ed) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Bank and the Administrative Agent harmless from, any and all recording and filing fees, if any, and any and all liabilities (for which each Bank has not been otherwise reimbursed under this Agreement) with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any Notes, the other Loan Documents and any such other documents, and (fe) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Global Coordinator, each Lead Arranger, each Bank, each Swingline Lender Bank and each the Administrative Agent together with their respective directors, officers, employees, agents, trustees, advisors and affiliates (collectively, “"Indemnified Persons”") harmless from and against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including without limitation, all fees and expenses of counsel to any indemnified person) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, any Notes or the other Loan Documents, the transactions contemplated by this Agreement, any Notes or the other Loan Documents, or the use, or proposed use, of proceeds of the Loans (all the foregoing in this clause (fd), collectively, the “"Indemnified Liabilities”"); provided that the Borrower shall have no obligation hereunder to an Indemnified Person with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of such Indemnified Person, AND PROVIDED FURTHER THAT IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCE. The agreements in this Section 10.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes; Indemnity. The Borrower agrees Borrowers agree (a) to pay all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facility, (b) to pay or reimburse the Administrative Agent and its Affiliates the Banks on demand for all its reasonable their out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation preparation and execution and delivery of, and any amendment, waiver, consent, supplement or modification to, this Agreement and any Notes and Agreement, the other Revolving Credit Note, the Term Loan Documents Note, and any other documents prepared in connection herewith or therewithLoan Document, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, special legal counsel to the Administrative Agent (but excluding and the fees or expenses of any other counsel)Banks, (cb) to pay or reimburse the Administrative Agent and the Banks on demand for all its their costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, any Notesthe Revolving Credit Note, the Term Loan Note, and any other Loan Documents and any such other documentsDocument, including, without limitation, the reasonable fees and disbursements of the special legal counsel to the Administrative Agent, (d) to pay or reimburse each Bank for all its costs Agent and the Banks and fees and expenses incurred in connection with the enforcement, or at any time after the occurrence and during the continuance of a Default or an Event of Default the preservation, of any rights under this Agreement, any Notes, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to such Bankannual field audits, (ec) without duplication limitation of any other the provision contained in of clause (a) of this Agreement or any NotesSubsection, to pay, indemnify, and to hold each Bank the Agent and the Administrative Agent Banks harmless from, any and all recording and filing fees, if anyintangibles taxes, UCC and any and all liabilities (for which each Bank has not been otherwise reimbursed under this Agreement) with respect toother title or lien searches, or resulting from any delay in paying, stamp, excise stamp and other taxes, if any, that which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any Notesthe Revolving Credit Note, the Term Loan Note, and any other Loan Documents and any such other documentsDocument, and (fd) without duplication subject to the provisions of any other provision contained in this Agreement or any NotesSubsection 2.9, to pay, indemnify, and hold each Global Coordinator, each Lead Arranger, each Bank, each Swingline Lender the Agent and each Agent together with their respective directors, officers, employees, agents, trustees, advisors and affiliates (collectively, “Indemnified Persons”) the Banks harmless from and against, against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including including, without limitation, all counsel fees and expenses of counsel to disbursements in connection with any indemnified personlitigation, investigation, hearing or other proceeding) with respect or in any way related to the existence, execution, delivery, enforcement, performance and administration of this Agreement, any Notes or the other Loan DocumentsRevolving Credit Note, the transactions contemplated by this Agreement, any Notes or Term Loan Note and the other Loan Documents, or the use, or proposed use, of proceeds Documents (all of the Loans (all the foregoing in this clause (f)foregoing, collectively, the “"Indemnified Liabilities”"); provided , provided, that the Borrower Borrowers shall not have no any obligation hereunder to an Indemnified Person with respect to Indemnified Liabilities arising directly from the gross negligence or willful misconduct of such Indemnified Person, AND PROVIDED FURTHER THAT IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCE. The agreements in this Section 10.5 shall survive repayment of the Loans and all other amounts payable hereunderAgent and/or a Bank.

Payment of Expenses and Taxes; Indemnity. The Borrower agrees agrees (a) to pay all reasonable out-of-pocket expenses or reimburse each of the Global Coordinators associated with Administrative Agent, and the syndication of the Facility, (b) to pay or reimburse the Administrative Agent and its Affiliates Joint Lead Arrangers for all its their reasonable and adequately documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation syndication and execution and delivery of, and of any amendment, supplement or modification to, this Agreement and any Notes and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, including the reasonable and adequately documented fees and disbursements of Sxxxxxx Xxxxxx & Xxxxxxx & Bxxxxxxx LLP, special outside counsel to the Administrative Agent and search, filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Borrower prior to the Closing Date (but excluding in the fees or expenses case of any other counsel)amounts to be paid on the Closing Date) and from time to time thereafter on a quarterly basis, (b) to pay the costs and charges of obtaining Appraisals of the Pool Assets pursuant to this Agreement, (c) to pay or reimburse the Administrative each Lender and Agent for all its reasonable and adequately documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, any Notes, the other Loan Documents and any such other documents, including, without limitation, including the reasonable and adequately documented fees and disbursements of counsel (including the special reasonable allocated fees and expenses of in-house counsel) to each Lender and of counsel to the Administrative Agent, (d) to pay or reimburse each Bank for all its costs and expenses incurred in connection with the enforcement, or at any time after the occurrence and during the continuance of a Default or an Event of Default the preservation, of any rights under this Agreement, any Notes, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to such Bank, (e) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Bank Lender and the Administrative Agent harmless from, any and all recording and filing fees, if any, fees and any and all liabilities (for which each Bank has not been otherwise reimbursed under this Agreement) with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any Notes, the other Loan Documents and any such other documents, and (fe) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold indemnify each Global CoordinatorAgent, each Lead Arranger, each Bank, each Swingline Lender and each Agent together with of their respective affiliates, and each of their respective officers, directors, officers, employees, agentsrepresentatives, trustees, advisors and affiliates (collectively, “Indemnified Persons”) harmless agents from and against, hold each of them harmless against any and all other liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable and adequately documented attorney’s and consultant’s fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any Agent or any Lender is a party thereto) related to the entering into and/or performance of this Agreement or any other Loan Document or the actual or proposed use of the proceeds of any Loans hereunder or the consummation of any transactions contemplated therein or in any other Loan Document or the exercise of any of their rights or remedies provided herein or in any other Loan Document, including the reasonable and adequately documented fees and disbursements of counsel and other consultants incurred in connection with any kind such investigation, litigation, or nature whatsoever other proceeding (including without limitationbut excluding any liabilities, all fees obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and expenses of counsel to any indemnified person) with respect disbursements to the execution, delivery, enforcement, performance and administration extent arising or incurred by reason of this Agreement, any Notes (x) a violation of laws or governmental regulations pertaining to lending by the Person to be indemnified (or the other Loan DocumentsAgent or Bank of which such Person is an officer, the transactions contemplated by this Agreementdirector, any Notes employee, representative or the other Loan Documents, or the use, or proposed use, of proceeds of the Loans (all the foregoing in this clause (f), collectively, the “Indemnified Liabilities”agent); provided that the Borrower shall have no obligation hereunder Person to an Indemnified Person with respect be indemnified shall, in all events, be entitled to Indemnified Liabilities arising from the indemnification set forth in Sections 3.9, 3.10 and 3.11) or (y) the gross negligence or willful misconduct of such Indemnified Personthe Person to be indemnified). To the extent that the undertaking to indemnify, AND PROVIDED FURTHER THAT IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCEpay or hold harmless any Person set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. The agreements in this Section 10.5 11.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes; Indemnity. The Borrower agrees (a) to pay all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facility, The Company agrees (bi) to pay or reimburse the Administrative Agent and its Affiliates RFC for all its their reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation preparation and execution and delivery of, and any amendment, supplement or modification to, this Agreement, the Liquidity Agreement and any the Notes and the other Loan Documents and any other documents prepared in connection herewith or therewithherewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, special counsel to the Administrative Agent (but excluding the fees or expenses of any other counsel)and to RFC, (cii) to pay or reimburse reimburse, RFC each Bank and the Administrative Agent for all its their reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, any Notes, the other Loan Documents Notes and any such other documents, including, without limitation, the reasonable fees and disbursements of the special counsel to the Administrative Agent, (d) to pay or reimburse each Bank for all its costs and expenses incurred in connection with the enforcement, or at any time after the occurrence and during the continuance of a Default or an Event of Default the preservation, of any rights under this Agreement, any Notes, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees allocated cost of in-house counsel) to the Agent, to RFC and disbursements of counsel to such Bankthe several Banks, and (eiii) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold RFC, each Bank and the Administrative Agent harmless from, any and all recording and filing fees, if any, fees and any and all liabilities (for which each Bank has not been otherwise reimbursed under this Agreement) with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, that which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any Notes, the other Loan Documents Notes and any such other documents. (b) The Company will indemnify each of the Agent, RFC, the CP Issuer and (f) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, the Banks and hold each Global Coordinator, each Lead Arranger, each Bank, each Swingline Lender and each Agent together with their respective the directors, officers, employeesmanagers, agentsmembers and employees thereof and each Person, trusteesif any, advisors who controls each one of the Agent, RFC, the CP Issuer and affiliates the Banks (collectivelyany of the foregoing, “an "Indemnified Persons”Person") and hold each Indemnified Person harmless from and against, against any and all other liabilities, obligations, lossesclaims, damages, penalties, actions, judgments, suits, costs, liabilities and expenses or (including without limitation (i) all fees and disbursements of any kind or nature whatsoever counsel (including without limitation, the allocated cost of in-house counsel) with whom an Indemnified Person may consult in connection therewith and all fees and expenses of counsel litigation or preparation therefore and (ii) any amounts paid or payable by any Bank pursuant to its indemnity obligations under Section 4.8 of the Liquidity Agreement) which an Indemnified Person may incur or which may be asserted against it in connection with any indemnified personlitigation or investigation (whether or not such Indemnified Person is a party to such litigation or investigation) with respect to the execution, delivery, enforcement, performance and administration of involving this Agreement, the use of any Notes proceeds of any RFC Loans under this Agreement by the Company or any Subsidiary, any officer, director, member, manager or employee thereof, excluding litigation commenced by the Company against any of the Agent or the other Loan Documents, Banks which (i) seeks enforcement of any of the transactions contemplated by this Agreement, Company's rights hereunder and (ii) is determined adversely to any Notes of the Agent or the other Loan Documents, or the use, or proposed use, of proceeds of the Loans Banks (all the foregoing in this clause (fsuch non-excluded claims, damages, liabilities and expenses, "Indemnified Liabilities"), collectively, the “Indemnified Liabilities”); provided that the Borrower Company shall have no obligation hereunder to an any Indemnified Person with respect to Indemnified Liabilities arising to the extent such Indemnified Liabilities resulted from the gross negligence or willful misconduct of such Indemnified Person, AND PROVIDED FURTHER THAT IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCE. . (c) The agreements in this Section 10.5 subsection 9.5 shall survive repayment of the RFC Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes; Indemnity. The Borrower agrees (a) to pay all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facility, (b) to pay or reimburse the Administrative each Agent and its Affiliates for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation preparation and execution and delivery of, and any amendment, supplement or modification to, this Agreement and any Notes and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, including the reasonable fees and disbursements of Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, special counsel to such Agent and filing and recording fees and expenses, with statements with respect to the Administrative foregoing to be submitted to the Borrower prior to the Closing Date (in the case of amounts to be paid on the Closing Date) and from time to time thereafter on a quarterly basis or such other periodic basis as such Agent (but excluding the fees or expenses of any other counsel)shall deem appropriate, (cb) to pay or reimburse the Administrative each Lender and Agent for all its costs and expenses incurred in connection with the enforcement or preservation preservaton of any rights under this Agreement, any Notes, the other Loan Documents and any such other documents, including, without limitation, including the reasonable fees and disbursements of the special counsel to the Administrative Agent, (d) to pay or reimburse each Bank for all its costs and expenses incurred in connection with the enforcement, or at any time after the occurrence and during the continuance of a Default or an Event of Default the preservation, of any rights under this Agreement, any Notes, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and of counsel to such BankAgent, (ec) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Bank Lender and the Administrative Agent harmless from, any and all recording and filing fees, if any, fees and any and all liabilities (for which each Bank has not been otherwise reimbursed under this Agreement) with respect to, or resulting from any delay in paying, stamp, excise and other taxespaying Other Taxes, if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any Notes, the other Loan Documents and any such other documents, and (fd) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Global Coordinator, each Lead Arranger, each Bank, each Swingline Lender and Agent and each Agent together with of their respective officers, directors, officers, employees, agentsattorneys, trusteesaffiliates, agents and advisors (each, including each Lender and affiliates (collectivelyAgent, an “Indemnified PersonsIndemnitee”) harmless from and against, against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including without limitation, all fees and expenses of counsel to any indemnified person) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, any Notes or the other Loan DocumentsDocuments and any such other documents, including any of the transactions contemplated by this Agreement, any Notes or foregoing relating to the other Loan Documents, or the use, or proposed use, use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of any Group Member or any of the Properties or the unauthorized use by Persons of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such Persons and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (fd), collectively, the “Indemnified Liabilities”); provided , provided, that the Borrower shall have no obligation hereunder to an Indemnified Person any Indemnitee with respect to Indemnified Liabilities arising to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnified PersonIndemnitee or any of its Related Persons. Without limiting the foregoing, AND PROVIDED FURTHER THAT IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCEand to the extent permitted by applicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or 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 Indemnitee. All amounts due under this Section 11.5 shall be payable not later than 10 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 11.5 shall be submitted pursuant to the notice information for the Borrower set forth in Section 11.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent. The agreements in this Section 10.5 11.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes; Indemnity. The Borrower agrees (a) to pay all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facility, (b) to pay or reimburse the Administrative Agent and its Affiliates for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation preparation and execution and delivery of, and any amendment, supplement or modification to, this Agreement and any Notes and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, special counsel to the Administrative Agent (but excluding the fees or expenses of any other counsel)Agent, (cb) (i) to pay or reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, any Notes, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel (including the special counsel allocated fees and expenses of in-house counsel) to the Administrative Agent, and (dii) to pay or reimburse each Bank Lender for all its reasonable out-of-pocket costs and expenses incurred in connection with the enforcement, enforcement or at any time after the occurrence and during the continuance of a Default or an Event of Default the preservation, preservation of any rights under this Agreement, any Notes, the other Loan Documents and any such other documentsdocuments following the occurrence and during the continuation of a Default or an Event of Default, including, without limitation, the reasonable fees and disbursements of outside counsel or, in lieu thereof, the allocated fees and expenses of, in-house counsel to such Bankeach Lender, (ec) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Bank Lender and the Administrative Agent (and their respective directors, officers, employees and agents) harmless from, any and all recording and filing fees, if any, fees and any and all liabilities (for which each Bank has not been otherwise reimbursed under this Agreement) with respect to, or resulting from any delay in paying, stamp, excise (other than excise taxes imposed in lieu of net income taxes) and other similar taxes, if any, that which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any Notes, the other Loan Documents and any such other documents, and (fd) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Global Coordinator, each Lead Arranger, each Bank, each Swingline Lender and each the Administrative Agent together with (and their respective directors, officers, employees, agents, trustees, advisors employees and affiliates (collectively, “Indemnified Persons”) harmless from and against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including without limitation, all fees and expenses of counsel to any indemnified person) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, any Notes or the other Loan Documents, the transactions contemplated by this Agreement, any Notes or the other Loan Documents, or the use, or proposed use, of proceeds of the Loans (all the foregoing in this clause (f), collectively, the “Indemnified Liabilities”); provided that the Borrower shall have no obligation hereunder to an Indemnified Person with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of such Indemnified Person, AND PROVIDED FURTHER THAT IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCE. The agreements in this Section 10.5 shall survive repayment of the Loans and all other amounts payable hereunder.68 63

Payment of Expenses and Taxes; Indemnity. The Borrower agrees agrees (a) to pay all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facility, (b) to pay or reimburse the Administrative Agent and its Affiliates Agents for all its their reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation preparation and execution and delivery of, and any amendment, supplement or modification to, this Agreement and any Notes and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, special one counsel to for all of the Administrative Agent Agents together, (but excluding the fees or expenses of any other counsel), (ci) to pay or reimburse the Agents for all their reasonable out-of-pocket costs and expenses incurred in connection with (A) the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including, without limitation, costs and expenses which the Administrative Agent may incur in enforcing or protecting its Liens on or rights and interest in the Collateral, and the fees and disbursements of counsel to the Agents, and (B) any review of pleadings and documents related to the 101 108 Reorganization Cases, attendance at meetings related to the Reorganization Cases, general monitoring of the Reorganization Cases and any subsequent chapter 7 case, and (ii) to pay or reimburse each Lender for all its reasonable out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, any Notes, the other Loan Documents and any such other documentsdocuments following the occurrence and during the continuation of a Default or an Event of Default, including, without limitation, the reasonable fees and disbursements of the special counsel to the Administrative Agent, (d) to pay or reimburse each Bank for all its costs and expenses incurred in connection with the enforcement, or at any time after the occurrence and during the continuance of a Default or an Event of Default the preservation, of any rights under this Agreement, any Notes, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to such Bank, each Lender, (ec) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Bank Lender and the Administrative Agent Agents (and their respective directors, officers, employees and agents) harmless from, any and all recording and filing fees, if any, fees and any and all liabilities (for which each Bank has not been otherwise reimbursed under this Agreement) with respect to, or resulting from any delay in paying, stamp, excise (other than excise taxes imposed in lieu of net income taxes) and other similar taxes, if any, that which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any Notes, the other Loan Documents and any such other documents, and and (fd) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Global Coordinator, each Lead Arranger, each Bank, each Swingline Lender and each Agent together with the Agents (and their respective directors, officers, employees, employees and agents, trustees, advisors and affiliates (collectively, “Indemnified Persons”) harmless from and against, against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, suits and reasonable out-of-pocket costs, expenses or disbursements (including, without limitation, the reasonable fees and expenses of the same counsel for all of the Lenders or the Agents (absent a conflict of interest or inability to join the relevant actions or proceedings, in which additional counsel may be retained by the Agents and Lenders)) of any kind or nature whatsoever (including without limitation, all fees and expenses of counsel with respect to any indemnified person) with respect claim, litigation, investigation or proceeding relating to the execution, delivery, enforcement, performance and administration of this Agreement, any Notes or Agreement and the other Loan DocumentsDocuments and any such other documents or any use of any of the Extensions of Credit, the transactions contemplated by this Agreementincluding, without limitation, any Notes or the other Loan Documents, or the use, or proposed use, of proceeds of the Loans foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries or any of the Properties (all the foregoing in this clause (fd), collectively, the “"Indemnified Liabilities”"); , provided that the Borrower shall have no obligation hereunder to an Indemnified Person the Agents or any Lender (or their respective directors, officers, employees or agents) with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of the Agents or any such Indemnified PersonLender (or their respective directors, AND PROVIDED FURTHER THAT IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCEofficers, employees or agents, as the case may be), provided, however, that in connection with the enforcement or preservation of any rights under this Agreement or the other Loan Documents, the Borrower shall not be required to pay or reimburse the Lenders for more than one counsel to all of the Lenders and for one counsel to each of the Agents. The agreements in this Section 10.5 subsection shall survive the termination of this Agreement and the repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes; Indemnity. The Borrower agrees (a) to pay all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facility, (b) to pay or reimburse the Administrative Agent and its Affiliates for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation preparation and execution and delivery of, and any amendment, supplement or modification to, this Agreement and any Notes and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, special counsel to the Administrative Agent 98 92 (but excluding the fees or expenses of any other counsel), (ci) to pay or reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, any Notes, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel (including the special counsel allocated fees and expenses of in-house counsel) to the Administrative Agent, and (dii) to pay or reimburse each Bank Lender for all its reasonable out-of-pocket costs and expenses incurred in connection with the enforcement, enforcement or at any time after the occurrence and during the continuance of a Default or an Event of Default the preservation, preservation of any rights under this Agreement, any Notes, the other Loan Documents and any such other documentsdocuments following the occurrence and during the continuation of a Default or an Event of Default, including, without limitation, the reasonable fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to such Bankeach Lender, (ec) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Bank Lender and the Administrative Agent (and their respective directors, officers, employees and agents) harmless from, any and all recording and filing fees, if any, fees and any and all liabilities (for which each Bank has not been otherwise reimbursed under this Agreement) with respect to, or resulting from any delay in paying, stamp, excise (other than excise taxes imposed in lieu of net income taxes) and other similar taxes, if any, that which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any Notes, the other Loan Documents and any such other documents, and (fd) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Global Coordinator, each Lead Arranger, each Bank, each Swingline Lender and each the Administrative Agent together with (and their respective directors, officers, employees, employees and agents, trustees, advisors and affiliates (collectively, “Indemnified Persons”) harmless from and against, against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, suits and reasonable out-of-pocket costs, expenses or disbursements of any kind or nature whatsoever (including without limitation, all fees and expenses of counsel with respect to any indemnified person) with respect claim, litigation, investigation or proceeding relating to the execution, delivery, enforcement, performance and administration of this Agreement, any Notes or Agreement and the other Loan DocumentsDocuments and any such other documents or any use of any of the Extensions of Credit, the transactions contemplated by this Agreementincluding, without limitation, any Notes or the other Loan Documents, or the use, or proposed use, of proceeds of the Loans foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries or any of the Properties (all the foregoing in this clause (fd), collectively, the “"Indemnified Liabilities”"); , provided that the Borrower shall have no obligation hereunder to an Indemnified Person the Administrative Agent or any Lender (or their respective directors, officers, employees or agents) with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of the Administrative Agent or any such Indemnified PersonLender (or their respective directors, AND PROVIDED FURTHER THAT IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCEofficers, employees or agents, as the case may be). The agreements in this Section 10.5 subsection shall survive the termination of this Agreement and the repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes; Indemnity. (a) The Borrower agrees (a) to pay all reasonable out-of-pocket expenses of the Global Coordinators associated with the syndication of the Facility, (bi) to pay or reimburse the Administrative each Agent and its Affiliates for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation and negotiation, execution and delivery ofdelivery, and any amendment, supplement or modification to, this Agreement and any Notes and the other Loan Documents Documents, any security arrangements in connection therewith and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, including the reasonable and documented invoiced fees and disbursements of Sxxxxxx Xxxxxxx & Bxxxxxxx LLPcounsel to such parties (but limited to one primary counsel for the Agents and, if reasonably necessary, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions)) and filing and recording fees and expenses, with statements with respect to the Administrative Agent foregoing to be submitted to the Borrower prior to the Effective Date (but excluding in the fees or expenses case of any other counsel), amounts to be paid on the Effective Date and from time to time thereafter as such parties shall deem appropriate and (cii) to pay or reimburse the Administrative each Agent and each Lender for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights and remedies under this Agreement, any Notes, the other Loan Documents and any such other documents, including, without limitation, including the reasonable fees and disbursements of the special counsel to the Administrative Agent, (d) to pay or reimburse each Bank for all its costs and expenses incurred in connection with the enforcement, or at any time after the occurrence and during the continuance of a Default or an Event of Default the preservation, of any rights under this Agreement, any Notes, the other Loan Documents and any such other documents, including, without limitation, the reasonable invoiced fees and disbursements of counsel to such Bankparties (but limited to one counsel for the Agents and the Lenders taken a whole and, if reasonably necessary, one local counsel in each relevant jurisdiction (ewhich may include a single special counsel acting in multiple jurisdictions) without duplication (and, solely in the case of an actual or perceived conflict of interest, where the party affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for each such affected person and, if reasonably necessary, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions)) and any reasonable and documented out-of-pocket costs and expenses incurred during any workout or restructuring. (b) The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), the Collateral Agent (and any sub-agent thereof), each other Agent, each Lender, and each Related Party of any other provision contained in this Agreement or any Notes, to pay, indemnifyof the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Bank and the Administrative Agent Indemnitee harmless from, any and all recording liabilities, obligations, out-of-pocket losses, damages, penalties, claims, demands, actions, judgments, suits, out-of-pocket costs (including settlement costs), disbursements and filing out-of-pocket fees and expenses (including the fees, if anycharges and disbursements of any counsel for any Indemnitee), and joint or several, of any and all liabilities kind or nature whatsoever which may at any time be imposed on, incurred by or asserted or awarded against any Indemnitee in any way relating to or arising out of or in connection with or by reason of (for which each Bank has not been otherwise reimbursed under this Agreementi) with respect any actual or prospective claim, litigation, investigation or proceeding in any way relating to, arising out of, in connection with or resulting from by reason of any delay in payingof the following, stampwhether based on contract, excise and tort or any other taxestheory (including any investigation of, if anypreparation for, that may be payable or determined to be payable defense of any pending or threatened claim, litigation or proceeding): (x) the execution, delivery, enforcement, performance or administration of any Loan Document or any other document delivered in connection with the execution and delivery oftransactions contemplated thereby or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) or the consummation or administration of any of the transactions contemplated by, thereby or (y) any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any NotesCommitment, the other Loan Documents and any such other documents, and (f) without duplication making of any other provision contained in this Agreement Term Loan or the use or proposed use of the proceeds thereof; provided that such indemnity shall not, as to any NotesIndemnitee, be available to pay, indemnify, and hold each Global Coordinator, each Lead Arranger, each Bank, each Swingline Lender and each Agent together with their respective directors, officers, employees, agents, trustees, advisors and affiliates (collectively, “Indemnified Persons”) harmless from and against, any and all other the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including without limitation, all fees and expenses (x) are determined by a court of counsel competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee or its Related Parties, (y) result from a claim brought by the Borrower or any indemnified personother Loan Party against an Indemnitee for a material breach of any obligations hereunder by such Indemnitee or any of its Related Parties as determined by a court of competent jurisdiction by final and nonappealable judgment or (z) with respect any dispute solely among Indemnitees (other than any claims against an Indemnitee in its capacity or in fulfilling its role as an agent or arranger or any similar role hereunder or under any other Loan Document and other than any claims arising out of any act or omission of the Borrower or any of its Affiliates), or (ii) any actual or alleged presence or Release of Materials of Environmental Concern at, on, under or from any property currently or formerly owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the executionBorrower or any of its Subsidiaries except to the extent such Release or Environmental Liability results from the gross negligence, delivery, enforcement, performance bad faith or willful misconduct of such Indemnitee or its Related Parties as determined by a court of competent jurisdiction by final and administration of this Agreement, any Notes or the other Loan Documents, the transactions contemplated by this Agreement, any Notes or the other Loan Documents, or the use, or proposed use, of proceeds of the Loans nonappealable judgment (all the foregoing in this clause clauses (fi) and (ii), collectively, the “Indemnified Liabilities”), and regardless of whether such Indemnitee is a party thereto, and whether or not any such claim, litigation, investigation or proceeding is brought by the Borrower, its equity holders, its Affiliates, its creditors or any other Person. By accepting the benefits hereof, each Indemnitee agrees to refund and return any and all amounts paid by the Borrower to such Indemnitee to the extent items in clauses (x) through (z) in the proviso in the preceding sentence occur or if there is a final and nonappealable judgment by a court of competent jurisdiction that such Indemnitee was not entitled to indemnification rights with respect to such payment pursuant to the express terms of this Section 10.5. This Section 10.5(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. (c) To the fullest extent permitted by applicable Requirements of Law, neither the Borrower nor any Indemnitee shall assert, and each of the Borrower and each Indemnitee does hereby waive, any claim against any party hereto, 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, the transactions contemplated hereby or thereby, any Term Loan or the use of the proceeds thereof; provided that the foregoing shall not limit the indemnification obligations of the Borrower under clause (b) above to the extent they arise from claims of third parties against an Indemnitee for such special, indirect, consequential or punitive damages. No Indemnitee shall have no obligation hereunder to an Indemnified Person with respect to Indemnified Liabilities 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, except to the extent such damages are found by a final, non-appealable judgment of a court of competent jurisdiction to arise from the gross negligence negligence, bad faith or willful misconduct of such Indemnified PersonIndemnitee. (d) The Borrower shall not, AND PROVIDED FURTHER THAT IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED PERSONS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCEwithout the prior written consent of the Indemnitee, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any proceeding in respect of which indemnification may be sought hereunder (whether or not any Indemnitee is a party thereto) unless such settlement, compromise, consent or termination (i) includes an unconditional release of each Indemnitee from all liability arising out of such proceeding and (ii) does not include a statement as to, or an admission of, fault, culpability, or a failure to act by or on behalf of such Indemnitee. (e) All amounts due under this Section shall be payable not later than fifteen (15) days after demand therefor. (f) To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under this Section 10.5 to be paid by it to the Administrative Agent or the Collateral Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent or Collateral Agent (or any such sub-agent) or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the outstanding Term Loans at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); 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 or Collateral Agent (or any such sub-agent) in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent or Collateral Agent (or any such sub-agent) in connection with such capacity. The agreements in obligations of the Lenders under this Section 10.5(f) are several and not joint. (g) The provisions of this Section 10.5 shall survive repayment and remain in full force and effect regardless of the Loans and all other amounts payable hereunderconsummation of the transactions contemplated hereby, the Payment in Full, the expiration or termination of the Commitments or the termination of this Agreement or any provision hereof.