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

Payment of Expenses and Taxes; Indemnity. The Borrower agrees (a) to pay or reimburse each Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of counsel to such 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, (b) to pay or reimburse each Lender and Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including the fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and of counsel to such Agent, (c) to pay, indemnify, and hold each Lender and Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying 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, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and Agent and each of their respective officers, directors, employees, attorneys, affiliates, agents and advisors (each, including each Lender and Agent, an “Indemnitee”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including any of the foregoing relating to the use of proceeds of the Loans 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 (d), collectively, the “Indemnified Liabilities”), provided, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee or any of its Related Persons. 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. 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 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 each the Administrative Agent and its Affiliates for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation 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 including, without limitation, the reasonable fees and disbursements of Simpson Thacher & Bartlett LLP, special counsel to such 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 Administrative Xxxxx (in the case xxx xxxxudixx xxx xees or expenses of amounts to be paid on the Closing Date) and from time to time thereafter on a quarterly basis or such any other periodic basis as such Agent shall deem appropriatecounsel), (bc) to pay or reimburse each Lender and the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, any Notes, 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, (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 AgentBank, (ce) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Lender Bank and the Administrative Agent harmless from, any and all recording and filing fees 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 Other Taxespaying, 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 (df) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Lender and Agent Global Coordinator, each Lead Arranger, each Bank and each of Agent together with their respective directors, officers, directors, employees, attorneysagents, affiliatestrustees, agents advisors and advisors affiliates (eachcollectively, including each Lender and Agent, an “Indemnitee”"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 Documents and Documents, the transactions contemplated by this Agreement, any such Notes or the other documentsLoan Documents, including any of or the foregoing relating to the use use, or proposed 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 (df), collectively, the “"Indemnified Liabilities”"), provided, ; provided that the Borrower shall have no obligation hereunder to any Indemnitee an Indemnified Person with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted arising from the gross negligence or willful misconduct of such Indemnitee or any of its Related Persons. Without limiting the foregoingIndemnified Person, 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. 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 AgentAND 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 11.5 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 the Administrative Agent and its Affiliates for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation 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 including, without limitation, the reasonable fees and disbursements of Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, special counsel to such the Administrative Agent and filing and recording (but excluding the fees and expenses, with statements with respect to the foregoing to be submitted to the Borrower prior to the Closing Date (in the case or expenses of amounts to be paid on the Closing Date) and from time to time thereafter on a quarterly basis or such any other periodic basis as such Agent shall deem appropriatecounsel), (bc) to pay or reimburse each Lender and the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, any Notes, 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, (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 AgentBank, (ce) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Lender Bank and the Administrative Agent harmless from, any and all recording and filing fees 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 Other Taxespaying, 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 (df) 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 and each of together with their respective directors, officers, directors, employees, attorneysagents, affiliatestrustees, agents advisors and advisors affiliates (eachcollectively, including each Lender and Agent, an “IndemniteeIndemnified 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 Documents and 66 Documents, the transactions contemplated by this Agreement, any such Notes or the other documentsLoan Documents, including any of or the foregoing relating to the use use, or proposed 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 (df), collectively, the “Indemnified Liabilities”), provided, ; provided that the Borrower shall have no obligation hereunder to any Indemnitee an Indemnified Person with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted arising from the gross negligence or willful misconduct of such Indemnitee or any of its Related Persons. Without limiting the foregoingIndemnified Person, 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. 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 AgentAND 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 11.5 10.5 shall survive repayment 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) the Borrower agrees to pay or reimburse each the Agent for all its reasonable out-of-pocket costs and expenses incurred by the Agent in connection with the development, preparation and execution of, and enforcement of any amendment, supplement or modification to, rights under this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewithDocuments, and the consummation and administration of the transactions contemplated hereby and therebyincluding, including without limitation, the reasonable fees and disbursements of one, and only one, counsel to such the Agent and filing the Lenders 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, (b) to the Borrower shall pay or reimburse each Lender the Agent, to the extent agreed by the Borrower and Agent 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, the other Loan Documents and any such other documents, including the fees and disbursements of counsel . The Borrower also agrees (including the allocated fees and expenses of in-house counsel) to each Lender and of counsel to such Agent, (ci) to pay, indemnify, and hold each Lender and the Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying Other Taxespaying, 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, the other Loan Documents and any such other documents, and (dii) to pay, indemnify, and hold each Lender and the Agent and each of their respective officers, directors, employees, attorneys, affiliates, agents and advisors (each, including each Lender and Agent, an “Indemnitee”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including including, without limitation, any of the foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, any Group Member of its Subsidiaries 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 their properties (all the foregoing in this clause (dii), collectively, the “Indemnified Liabilities”"indemnified liabilities"), provided, provided that the Borrower shall have no obligation hereunder to the Agent or any Indemnitee Lender with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted indemnified liabilities arising from the gross negligence or willful misconduct of the Agent or such Indemnitee or any of its Related Persons. 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. 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 AgentLender. The agreements in this Section 11.5 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 or reimburse each (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 preparation, negotiation and execution 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 including, without limitation, the reasonable fees and disbursements of special counsel to such the Administrative Agent and filing and recording (ii) the Banks for the reasonable fees and expenses, with statements with respect disbursements of special counsel to the foregoing to be submitted to Banks in connection with 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 appropriatesame, (b) to pay or reimburse each Lender 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 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 several special counsel to such the Banks and the Administrative Agent, (c) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Lender Bank and the Administrative Agent harmless from, any and all recording and filing fees 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 Other Taxespaying, 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 (d) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Lender Bank and the Administrative Agent and each of together with their respective directors, officers, directors, employees, attorneys, affiliates, agents and advisors affiliates (eachcollectively, including each Lender and Agent, an “Indemnitee”"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 with respect to the execution, delivery, enforcement, performance and administration of this Agreement, any Notes, the other Loan Documents and any such other documentsor the use, including any of the foregoing relating to the use or proposed use, of proceeds of the Loans or the violation of, noncompliance with or liability under, and 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 such 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 documents (all the foregoing in this clause (d), collectively, the “"Indemnified Liabilities”"), provided, ; provided that the Borrower shall have no obligation hereunder to any Indemnitee an Indemnified Person with respect to Indemnified Liabilities to the extent such Indemnified Liabilities they are found by in a final and nonappealable decision judgment of a court of competent jurisdiction to have resulted primarily from the gross negligence or willful misconduct of such Indemnitee or any of its Related Persons. Without limiting the foregoingIndemnified Person, 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. 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 AgentAND 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 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 each the Administrative Agent and its Affiliates for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation 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 including, without limitation, the reasonable fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, special counsel to such the Administrative Agent and filing and recording (but excluding the fees and expenses, with statements with respect to the foregoing to be submitted to the Borrower prior to the Closing Date (in the case or expenses of amounts to be paid on the Closing Date) and from time to time thereafter on a quarterly basis or such any other periodic basis as such Agent shall deem appropriatecounsel), (bc) to pay or reimburse each Lender and the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, any Notes, 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, (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 AgentBank, (ce) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Lender Bank and the Administrative Agent harmless from, any and all recording and filing fees 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 Other Taxespaying, 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 (df) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Lender and Agent Global Coordinator, each Lead Arranger, each Bank and each of Agent together with their respective directors, officers, directors, employees, attorneysagents, affiliatestrustees, agents advisors and advisors affiliates (eachcollectively, including each Lender and Agent, an “Indemnitee”"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 Documents and Documents, the transactions contemplated by this Agreement, any such Notes or the other documentsLoan Documents, including any of or the foregoing relating to the use use, or proposed 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 (df), collectively, the “"Indemnified Liabilities”"), provided, ; provided that the Borrower shall have no obligation hereunder to any Indemnitee an Indemnified Person with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted arising from the gross negligence or willful misconduct of such Indemnitee or any of its Related Persons. Without limiting the foregoingIndemnified Person, 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. 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 AgentAND 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 11.5 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 or reimburse each the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation preparation, syndication and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including including, without limitation, the reasonable fees and disbursements of counsel to such 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 appropriateAdministrative Agent, (b) to pay or reimburse 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, the other Loan Documents and any such other documents, including 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 Agentthe Agents, (c) to pay, indemnify, and hold harmless each Lender and the Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying paying, 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, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold harmless each Lender and the Administrative Agent and each of their respective officers, directors, employees, attorneyssubsidiaries, affiliates, shareholders, agents and advisors controlling persons (each, including each Lender and Agent, an “Indemnitee”) harmless from and 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 with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other related documents, including the transactions contemplated thereby, the use of the proceeds of the Loans, or the Collateral therefor, including, without limitation, any of the foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, any Group Member of its Subsidiaries 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 (d), collectively, the “Indemnified Liabilitiesindemnified liabilities”), provided, provided that the Borrower shall have no obligation hereunder to the Administrative Agent or any Indemnitee Lender with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted indemnified liabilities solely arising from the gross negligence or willful misconduct of such Indemnitee Indemnitee. In any such litigation, or any of its Related Persons. Without limiting the foregoingpreparation therefor, the Borrower may elect to assume the defense thereof with counsel retained by Borrower and reasonably satisfactory to the extent permitted by applicable lawAdministrative 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 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 pay promptly the reasonable fees and expenses of whatever kind or natureIndemnitees’ counsel, under or related provided further that so long as Indemnitees’ interests are similar in all material respects, the Indemnitees shall endeavor 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 use 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 Agentsame counsel. The agreements in this Section 11.5 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. 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 or reimburse each the Agent 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 and execution 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 the other Loan Documents and any other documents prepared in connection herewith or therewithDocuments, and the consummation and administration of the transactions contemplated hereby and therebyincluding, including without limitation, the reasonable fees and disbursements of one, and only one, counsel to such the Agent and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Lenders. The Borrower prior to the Closing Date also agrees (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, (b) to pay or reimburse each Lender and Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including the fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and of counsel to such Agent, (ca) to pay, indemnify, and hold each Lender and the Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying Other Taxespaying, 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, the other Loan Documents and any such other documents, and (db) to pay, indemnify, and hold each Lender and the Agent and each of their respective officers, directors, employees, attorneys, affiliates, agents and advisors (each, including each Lender and Agent, an “Indemnitee”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including including, without limitation, any of the foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, any Group Member of its Subsidiaries 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 their properties (all the foregoing in this clause (db), collectively, the “Indemnified Liabilities”"indemnified liabilities"), provided, provided that the Borrower shall have no obligation hereunder to the Agent or any Indemnitee Lender with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted indemnified liabilities arising from the gross negligence or willful misconduct of the Agent or such Indemnitee or any of its Related Persons. 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. 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 AgentLender. The agreements in this Section 11.5 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 each the Administrative Agent and its Affiliates for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation 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 including, without limitation, the reasonable fees and disbursements of Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, special counsel to such the Administrative Agent and filing and recording (but excluding the fees and expenses, with statements with respect to the foregoing to be submitted to the Borrower prior to the Closing Date (in the case or expenses of amounts to be paid on the Closing Date) and from time to time thereafter on a quarterly basis or such any other periodic basis as such Agent shall deem appropriatecounsel), (bc) to pay or reimburse each Lender and the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, any Notes, 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, (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 AgentBank, (ce) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Lender Bank and the Administrative Agent harmless from, any and all recording and filing fees 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 Other Taxespaying, 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 69 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 (df) 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 and each of together with their respective directors, officers, directors, employees, attorneysagents, affiliatestrustees, agents advisors and advisors affiliates (eachcollectively, including each Lender and Agent, an “IndemniteeIndemnified 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 Documents and Documents, the transactions contemplated by this Agreement, any such Notes or the other documentsLoan Documents, including any of or the foregoing relating to the use use, or proposed 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 (df), collectively, the “Indemnified Liabilities”), provided, ; provided that the Borrower shall have no obligation hereunder to any Indemnitee an Indemnified Person with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted arising from the gross negligence or willful misconduct of such Indemnitee or any of its Related Persons. Without limiting the foregoingIndemnified Person, 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. 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 AgentAND 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 11.5 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 or reimburse each the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents Documents, and any other documents prepared in connection herewith or therewith, and the consummation and administration of the 382 transactions contemplated hereby and thereby, including the reasonable fees and disbursements of counsel to such 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, Administrative Agent; (b) 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, the other Loan Documents Documents, and any such other documents, including the fees and disbursements of counsel (including to the allocated fees and expenses of in-house counsel) to each Lender and of counsel to such Administrative Agent, and the several Lenders; (c) to pay, indemnify, and indemnify and hold harmless each 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 and any and all liabilities with respect to, or resulting from any delay in paying Other Taxespaying, 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, the other Loan Documents Documents, and any such other documents, ; and (d) to pay, indemnify, and indemnify and hold harmless each Lender and the Administrative Agent (and each of their respective affiliates, officers, directors, employees, attorneys, affiliates, agents advisors and advisors (each, including each Lender and Agent, an “Indemnitee”agents) 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 (and regardless of whether pre-judgment or post-judgment) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents Documents, and any such other documents, including any of the foregoing relating to the 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 Loan Party, any of its Subsidiaries or any of the Scheduled 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 (d), collectively, the “Indemnified Liabilities”"indemnified liabilities"), provided, provided that the Borrower such Loan Party shall have no obligation hereunder to any Indemnitee indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted indemnified liabilities arising from the gross negligence or willful misconduct of such Indemnitee or any its Affiliates as determined by a court of its Related Persons. 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. 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 Agentcompetent jurisdiction. The agreements in this Section 11.5 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 (a) to pay or reimburse each the Administrative Agent and its Affiliates for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation preparation, negotiation and execution 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 including, without limitation, the reasonable fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, special counsel to such the Administrative Agent and filing and recording (but excluding the fees and expenses, with statements with respect to the foregoing to be submitted to the Borrower prior to the Closing Date (in the case or expenses of amounts to be paid on the Closing Date) and from time to time thereafter on a quarterly basis or such any other periodic basis as such Agent shall deem appropriatecounsel), (b) to pay or reimburse each Lender and the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, any Notes, 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, (c) 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 AgentBank, (cd) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Lender Bank and the Administrative Agent harmless from, any and all recording and filing fees 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 Other Taxespaying, 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 (de) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Lender Bank and the Administrative Agent and each of together with their respective directors, officers, directors, employees, attorneysagents, affiliatestrustees, agents advisors and advisors affiliates (eachcollectively, including each Lender and Agent, an “Indemnitee”"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 Documents and Documents, the transactions contemplated by this Agreement, any such Notes or the other documentsLoan Documents, including any of or the foregoing relating to the use use, or proposed 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 (d), collectively, the “"Indemnified Liabilities”"), provided, ; provided that the Borrower shall have no obligation hereunder to any Indemnitee an Indemnified Person with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted arising from the gross negligence or willful misconduct of such Indemnitee or any of its Related Persons. Without limiting the foregoingIndemnified Person, 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. 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 AgentAND 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 11.5 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 or reimburse each the Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement supplement, modification or modification waiver to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and including, without limitation, the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of Xxxxxx & Xxxxxxx, special counsel to such Agent the Agent, as well as local and filing and recording fees and expenses, with statements with respect foreign counsel 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 appropriateAgent, (b) to pay or reimburse each Lender Lender, the 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, the other Loan Documents and or the Transactions (including during any such other documentswork-out or restructuring of the Loans or during the pendency of any bankruptcy, including insolvency or similar proceeding), including, without limitation, the 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 counsel, and (including the without duplication) allocated fees and expenses costs of in-house counsel) to each Lender , and of counsel to such Agent, (c) to pay, indemnify, and hold each Lender Lender, the Issuing Bank and the Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying Other Taxespaying, 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, the other Loan Documents and any such other documents, thereof and (d) to pay, indemnify, and hold each Lender Lender, the Issuing Bank and the Agent and each of their respective affiliates, officers, directors, employees, attorneys, affiliates, agents and advisors (each, including each Lender and Agent, an “Indemnitee”"INDEMNIFIED PARTY") harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including legal fees and other charges) with respect to the execution, delivery, enforcement, performance and administration consummation of this Agreement, the other Loan Documents and any such other documents, including including, without limitation, any 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 the use of proceeds or arising out of the Loans Loan Documents or any other such documents, or any of the Transactions (whether or not such Indemnified Party is a party to such proceeding or other action and whether any such investigation, litigation or proceeding or other action is brought by the 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 the operations Borrower, any of any Group Member its Subsidiaries or any of the Mortgaged 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 (d), collectively, the “Indemnified Liabilities”"INDEMNIFIED LIABILITIES"), providedPROVIDED, that the Borrower shall have no obligation hereunder to any Indemnitee an Indemnified Party with respect to indemnified liabilities arising solely from the gross negligence or willful misconduct of such Indemnified Liabilities Party (as determined in a final non-appealable judgment by a court of competent jurisdiction). A certificate as to any amounts payable pursuant to this subsection 12.5 submitted to the Borrower by the Agent, any Lender or an Indemnified Party shall be conclusive in the absence of manifest error. The Borrower further agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Borrower or any of its Affiliates, security holders or creditors except to the extent such Indemnified Liabilities are liability is found by in a final and nonappealable decision of non-appealable judgment by a court of competent jurisdiction to have resulted from the such Indemnified Party's gross negligence or willful misconduct of such Indemnitee or any the Indemnified Party's breach of its Related Persons. Without limiting obligations under 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. 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 AgentLoan Documents. The agreements in this Section 11.5 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 or reimburse each the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including including, without limitation, the reasonable fees and disbursements of counsel to such 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 appropriateAdministrative Agent, (b) (i) to pay or reimburse each Lender and 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, the other Loan Documents and any such other documents, including including, without limitation, the fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to the Administrative Agent, 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, the other Loan Documents and any such other documents following the occurrence and during the continuation of a Default or an Event of Default, including, without limitation, the fees and disbursements of outside counsel or, in lieu thereof, the allocated fees and expenses of, in-house counsel to such Agenteach Lender, (c) to pay, indemnify, and hold each Lender and the Administrative Agent (and their respective directors, officers, employees and agents) harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying Other Taxespaying, 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, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and the Administrative Agent (and each of their respective directors, officers, directors, employees, attorneys, affiliates, agents employees and advisors (each, including each Lender and Agent, an “Indemnitee”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including any of the foregoing relating to the use of proceeds of the Loans 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 (d), collectively, the “Indemnified Liabilities”), provided, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee or any of its Related Persons. 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. 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 11.5 shall survive repayment of the Loans and all other amounts payable hereunder.68 63

Payment of Expenses and Taxes; Indemnity. The Borrower agrees (a) to pay or reimburse each Agent Bank for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including including, without limitation, the reasonable fees and disbursements of counsel to such 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 appropriateBank, (b) to pay or reimburse each Lender and Agent Bank for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including including, without limitation, the fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and of counsel to such AgentBank, (c) to pay, indemnify, and hold each Lender and Agent Bank harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying Other Taxespaying, 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, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and Agent and each of their respective officers, directors, employees, attorneys, affiliates, agents and advisors (each, including each Lender and Agent, an “Indemnitee”) Bank harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including including, without limitation, any of the foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of Borrower, any Group Member of its Subsidiaries 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 their respective properties (all the foregoing in this clause (d), collectively, the “"Indemnified Liabilities”"), provided, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee or any of its Related Persons. 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. 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 11.5 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 or reimburse each the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents Documents, and any other documents prepared in connection herewith or therewith, and the consummation and administration of the 265 transactions contemplated hereby and thereby, including the reasonable fees and disbursements of counsel to such 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, Administrative Agent; (b) 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, the other Loan Documents Documents, and any such other documents, including the fees and disbursements of counsel (including to the allocated fees and expenses of in-house counsel) to each Lender and of counsel to such Administrative Agent, and the several Lenders; (c) to pay, indemnify, and indemnify and hold harmless each 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 and any and all liabilities with respect to, or resulting from any delay in paying Other Taxespaying, 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, the other Loan Documents Documents, and any such other documents, ; and (d) to pay, indemnify, and indemnify and hold harmless each Lender and the Administrative Agent (and each of their respective affiliates, officers, directors, employees, attorneys, affiliates, agents advisors and advisors (each, including each Lender and Agent, an “Indemnitee”agents) 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 (and regardless of whether pre-judgment or post-judgment) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents Documents, and any such other documents, including any of the foregoing relating to the 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 Loan Party, any of its Subsidiaries or any of the Scheduled 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 (d), collectively, the “Indemnified Liabilities”"indemnified liabilities"), provided, provided that the Borrower such Loan Party shall have no obligation hereunder to any Indemnitee indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted indemnified liabilities arising from the gross negligence or willful misconduct of such Indemnitee or any its Affiliates as determined by a court of its Related Persons. 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. 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 Agentcompetent jurisdiction. The agreements in this Section 11.5 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 (a) Each of the Borrower and the Parent jointly and severally agree (i) to pay or reimburse each Agent the Agents for all its reasonable out-of-pocket costs and reasonable expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement 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 including, without limitation, the reasonable fees and disbursements of Fennebresque, Clark, Swindell & Hay, counsel to such Agent the Agents, and filing and recording fees and expensesCravath, with statements with respect Swaine & Moore, special xxxxxxxxental counsel to the foregoing Agents (it being understood that xxx Borrower and the Parent shall not be obligated to be submitted pay or reimburse the costs and expenses of any other counsel 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 Borrower prior to Revolving Credit Notes, 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 Swingline Note or such any other periodic basis as such Agent shall deem appropriateLoan Document), (bii) to pay or reimburse each Lender 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, the Revolving Credit Notes, the Swingline Note, the other Loan Documents and any such other documents, including without limitation, the fees and disbursements of counsel (including to the allocated fees Administrative Agent, to the Syndication Agent, to the several Lenders and expenses of in-house counsel) to each the Swingline Lender and of counsel to such Agent, (ciii) to pay, indemnify, and hold each Lender Lender, the Swingline Lender, the Administrative Agent and the Syndication Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying Other Taxespaying, 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, the other Loan Documents and any such other documentsRevolving Credit Notes, and (d) to pay, indemnify, and hold each Lender and Agent and each of their respective officers, directors, employees, attorneys, affiliates, agents and advisors (each, including each Lender and Agent, an “Indemnitee”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this AgreementSwingline Note, the other Loan Documents and any such other documents, including any of the foregoing relating to the 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 (d), collectively, the “Indemnified Liabilities”), provided, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee or any of its Related Persons. 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. 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 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 or reimburse each Agent the Agents and 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 preparation, execution and execution delivery of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and (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, including protect, evaluate, assess, appraise, collect, sell, liquidate or otherwise dispose of any of the Collateral, and (2) the reasonable and documented fees and disbursements of Lxxxxx & Wxxxxxx LLP, in its capacity as counsel to such Agent the Agents and filing Other Representatives, 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 appropriatespecial or local counsel, consultants, advisors, appraisers and auditors whose retention (other than during the continuance of an Event of Default) is approved by the Borrower, (b) to pay or reimburse each Lender Lender, each Lead Arranger and Agent the 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, the other Loan Documents and any such other documentsdocuments prepared in connection herewith or therewith, including the fees and disbursements of counsel to the Agents (including the allocated fees and expenses of in-house counsel) limited to each Lender and one firm of counsel to such Agentin each appropriate jurisdiction, in each case for the Agents), (c) to pay, indemnify, or reimburse each Lender, each Lead Arranger and the Agents for, and hold each Lender Lender, each Lead Arranger and Agent the Agents harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying Other Taxespaying, 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, the other Loan Documents and any such other documentsdocuments (all such items collectively, “Other Taxes”), and (d) to pay, indemnifyindemnify or reimburse each Lender, each Lead Arranger, each Agent (and hold each Lender and Agent any sub-agent thereof) and each Related Party of their respective officers, directors, employees, attorneys, affiliates, agents and advisors any of the foregoing Persons (each, including each Lender and Agent, an “Indemnitee”) for, and hold each 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 (in the case of fees and 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, relating to, or in connection with respect to (i) the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including any of the foregoing relating to the use of proceeds of the Loans or Loans, (ii) the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower or any Group Member of its Restricted Subsidiaries or any of the Properties property of the Borrower or any of its Restricted Subsidiaries or any other property at which Materials of Environmental Concern generated by the unauthorized use 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 Persons of information a third party 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 and regardless of whether any Loan Document Indemnitee is a party thereto (all the foregoing in this clause (d), collectively, the “Indemnified Liabilities”), provided, provided that the Borrower shall not have no any obligation hereunder to any Indemnitee 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 to arising from (i) the extent gross negligence, bad faith or willful misconduct of any such Indemnified Liabilities are found 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 final and nonappealable decision of a court of competent jurisdiction to have resulted from in a final and non-appealable decision, (ii) a material breach of the gross negligence Loan Documents by any such Lead Arranger, Other Representative, Agent (or willful misconduct 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 of Related Party brought by any other Indemnitee that do not involve claims against any Lead Arranger or Agent in its Related Personscapacity as such. Without limiting Neither the foregoingBorrower nor any Indemnitee shall be liable for any indirect, and 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 permitted by applicable lawsuch indirect, the Borrower agrees not special, punitive or consequential damages are included in any third-party claim in connection with which such Indemnitee is entitled 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 Indemniteeindemnification hereunder. All amounts due under this Section Subsection 11.5 shall be payable not later than 10 30 days after written demand therefor. Statements reflecting amounts payable by the Borrower Loan Parties pursuant to this Section Subsection 11.5 shall be submitted pursuant to the notice information for address of the Borrower set forth in Section Subsection 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. 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 Subsection 11.5 shall survive repayment of the Loans and all other amounts payable hereunder.. 185

Payment of Expenses and Taxes; Indemnity. The Borrower agrees (a) to pay or reimburse each Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of counsel to such 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, (b) to pay or reimburse 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, the other Loan Documents and any such other documents, including the fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and of counsel to such Agent, (c) to pay, indemnify, and hold each Lender and Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying 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, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and Agent and each of their respective officers, directors, employees, attorneys, affiliates, agents and advisors (each, including each Lender and Agent, an “Indemnitee”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including any of the foregoing relating to the use of proceeds of the Loans 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 (d), collectively, the “Indemnified Liabilities”), provided, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee or any of its Related Persons. 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. 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 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 or reimburse each Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of counsel to such 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, (b) to pay or reimburse each Lender and Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including the fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and of counsel to such Agent, (c) to pay, indemnify, and hold each Lender and Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying 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, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and Agent and each of their respective officers, directors, employees, attorneys, affiliates, agents and advisors (each, including each Lender and Agent, an “Indemnitee”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including any of the foregoing relating to the use of proceeds of the Loans 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 (d), collectively, the “Indemnified Liabilities”), provided, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee or any of its Related Persons. 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. 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 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 notice information for 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 11.5 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 or reimburse each the Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement supplement, modification or modification waiver to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and including, without limitation, the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of Xxxxxx & Xxxxxxx, special counsel to such Agent the Agent, as well as local and filing and recording fees and expenses, with statements with respect foreign counsel 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 appropriateAgent, (b) to pay or reimburse each Lender Lender, the 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, 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, including insolvency or similar proceeding), including, without limitation, the 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 counsel, including Zolfo Xxxxxx LLC, and (including the without duplication) allocated fees and expenses costs of in-house counsel) to each Lender , and of counsel to such Agent, (c) to pay, indemnify, and hold each Lender Lender, the Issuing Bank and the Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying Other Taxespaying, 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, the other Loan Documents and any such other documents, thereof and (d) to pay, indemnify, and hold each Lender Lender, the Issuing Bank and the Agent and each of their respective affiliates, officers, directors, employees, attorneys, affiliates, agents and advisors (each, including each Lender and Agent, an “Indemnitee”"Indemnified Party") harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including legal fees and other charges) with respect to the execution, delivery, enforcement, performance and administration consummation of this Agreement, the other Loan Documents and any such other documents, including including, without limitation, any 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 the use of proceeds or arising out of the Loan Documents or any other such documents, or the making 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 proceeding 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 the operations any Borrower, any of any Group Member its Subsidiaries or any of the Properties or real property that is part of 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 Collateral (all the foregoing in this clause (d), collectively, the “Indemnified Liabilities”"indemnified liabilities"), provided, that the Borrower Borrowers shall have no obligation hereunder to any Indemnitee an Indemnified Party with respect to indemnified liabilities arising solely from the gross negligence or willful misconduct of such Indemnified Liabilities Party (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, any 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 Indemnified Liabilities are liability is found by in a final and nonappealable decision of judgment by a court of competent jurisdiction to have resulted from the such Indemnified Party's gross negligence or willful misconduct of such Indemnitee or any the Indemnified Party's breach of its Related Persons. Without limiting obligations under 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. 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 AgentLoan Documents. The agreements in this Section 11.5 subsection shall survive repayment of the Revolving Credit Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes; Indemnity. The Borrower agrees (a) to pay or reimburse each Agent Agent, the Lead Arranger and 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 preparation, negotiation, execution, delivery and execution administration of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including including, without limitation, the reasonable and documented fees and disbursements of counsel to such Agent the Agents, the Lead Arranger 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 appropriateBookrunner, (b) to pay or reimburse each Lender Lender, the 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, the other Loan Documents and any such other documents, including including, without limitation, the reasonable and documented fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and of counsel to such Agentthe Agents, (c) to pay or reimburse each Agent for its documented costs and expenses incurred in connection with inspections performed pursuant to Sections 7.6 and 7.9, and any other due diligence performed in connection with this Agreement and the other Loan Documents, including (i) the documented fees and disbursements of counsel to the Agents, and (ii) the costs and expenses associated with lien searches, and (d) to pay, indemnify, and hold each Lender, the Issuing Lenders, the Daylight Overdraft Lender, the Swing Line Lender and each Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying Other Taxespaying, 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, the other Loan Documents and any such other documents, and (de) to pay, indemnify, and hold each Lender, the Issuing Lenders, the Daylight Overdraft Lender, the Swing Line Lender and Agent each Agent, and each of their respective officers, employees, directors, employeestrustees, attorneysagents, affiliatesadvisors, agents affiliates and advisors controlling persons (each, including each Lender and Agentan "Indemnitee"), an “Indemnitee”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including, without limitation, reasonable and documented legal fees) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents Documents, and any such other documents, including including, without limitation, any of the foregoing relating to the 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 Loan Party or any of their respective Subsidiaries, 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 (de), collectively, the “"Indemnified Liabilities”"); provided that, provided, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities Liabilities, to the extent such Indemnified Liabilities (i) are found by a final and nonappealable decision final, non-appealable judgment of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee, or (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 its Related Persons. Without limiting the foregoingtransactions contemplated hereby, and except to the extent permitted of direct (as opposed to special, indirect, consequential or punitive) damages determined in a final non-appealable judgment by applicable law, 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 agrees not (as opposed 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 person). Notwithstanding any other provision of recovery with respect to all claimsthis Agreement, 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 no Indemnitee shall be payable not later than 10 days after written demand therefor. Statements payable liable for any damages arising from the use by the Borrower pursuant to this Section 11.5 shall be submitted pursuant others of information or other materials obtained through electronic telecommunications or other information transmission systems, except to the notice information for extent such damages are found by a final, non-appealable judgment of a court of competent jurisdiction to arise directly from the Borrower set forth in Section 11.2, gross negligence or to willful misconduct of such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative AgentIndemnitee. The agreements in this Section 11.5 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 or reimburse each the Administrative Agent and its Affiliates for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation preparation, negotiation and execution 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 including, without limitation, the reasonable fees and disbursements of Simpson Thacher & Bartlett, special counsel to such 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 Administrative Agxxx (in the case xxx xxxxxxing xxx xxxs or expenses of amounts to be paid on the Closing Date) and from time to time thereafter on a quarterly basis or such any other periodic basis as such Agent shall deem appropriatecounsel), (b) to pay or reimburse each Lender 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 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 several special counsel to such the Banks and the Administrative Agent, (c) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Lender Bank and the Administrative Agent harmless from, any and all recording and filing fees 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 Other Taxespaying, 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 (d) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Lender Bank and the Administrative Agent and each of together with their respective directors, officers, directors, employees, attorneys, affiliates, agents and advisors affiliates (eachcollectively, including each Lender and Agent, an “Indemnitee”"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 with respect to the execution, delivery, enforcement, performance and administration of this Agreement, any Notes, the other Loan Documents and any such other documentsor the use, including any of the foregoing relating to the use or proposed use, of proceeds of the Loans or the violation of, noncompliance with or liability under, and 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 such 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 documents (all the foregoing in this clause (d), collectively, the “"Indemnified Liabilities”"), ; provided, that the Borrower shall have no obligation hereunder to any Indemnitee an Indemnified Person with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted arising from the gross negligence or willful misconduct of such Indemnitee or any of its Related Persons. Without limiting the foregoingIndemnified Person, 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. 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 AgentAND 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 11.5 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 or reimburse each the Agent and the Banks on demand for all its reasonable their out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, waiver, consent, supplement or modification to, this Agreement 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 including, without limitation, the reasonable fees and disbursements of legal counsel to such the 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 appropriateBanks, (b) to pay or reimburse each Lender the Agent and Agent 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, the Revolving Credit Note, the Term Loan Note, and any other Loan Documents and any such other documentsDocument, including the including, without limitation, fees and disbursements of legal counsel (including to the allocated Agent and the Banks and fees and expenses of in-house counsel) to each Lender and of counsel to such Agentincurred in connection with annual field audits, (c) without limitation of the provision of clause (a) of this Subsection, to pay, indemnify, and to hold each Lender the Agent and Agent the Banks harmless from, any and all recording and filing fees fees, intangibles taxes, UCC and any other title or lien searches, stamp and all liabilities with respect to, or resulting from any delay in paying 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, the Revolving Credit Note, the Term Loan Note, and any other Loan Documents and any such other documentsDocument, and (d) subject to the provisions of Subsection 2.9, to pay, indemnify, and hold each Lender and the Agent and each of their respective officers, directors, employees, attorneys, affiliates, agents and advisors (each, including each Lender and Agent, an “Indemnitee”) the Banks 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, counsel fees and disbursements in connection with any litigation, investigation, hearing or other proceeding) with respect or in any way related to the existence, execution, delivery, enforcement, performance and administration of this Agreement, the other Revolving Credit Note, the Term Loan Note and the Loan Documents and any such other documents, including any (all of the foregoing relating to the 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 (d)foregoing, collectively, the “"Indemnified Liabilities”"), provided, that the Borrower Borrowers shall not have no any obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted arising directly from the gross negligence or willful misconduct of such Indemnitee or any of its Related Persons. 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. 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 Agent and/or a written notice to the Administrative Agent. The agreements in this Section 11.5 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 Lead Arranger and the Administrative Agent associated with the syndication of the Facility, (b) to pay or reimburse each the Lead Arranger and the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation 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 including, without limitation, the reasonable fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, special counsel to such the Administrative Agent and filing and recording (but excluding the fees and expenses, with statements with respect to the foregoing to be submitted to the Borrower prior to the Closing Date (in the case or expenses of amounts to be paid on the Closing Date) and from time to time thereafter on a quarterly basis or such any other periodic basis as such Agent shall deem appropriatecounsel), (bc) to pay or reimburse each Lender and the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, any Notes, 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, (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 AgentBank, (ce) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold each Lender Bank and the Administrative Agent harmless from, any and all recording and filing fees 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 Other Taxespaying, 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 (df) without duplication of any other provision contained in this Agreement or any Notes, to pay, indemnify, and hold the Lead Arranger, each Lender and Agent Bank and each of Agent together with their respective directors, officers, directors, employees, attorneysagents, affiliatestrustees, agents advisors and advisors affiliates (eachcollectively, including each Lender and Agent, an “IndemniteeIndemnified 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 Documents and Documents, the transactions contemplated by this Agreement, any such Notes or the other documentsLoan Documents, including any of or the foregoing relating to the use use, or proposed 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 (df), collectively, the “Indemnified Liabilities”), provided, ; provided that the Borrower shall have no obligation hereunder to any Indemnitee an Indemnified Person with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted arising from the gross negligence or willful misconduct of such Indemnitee or any of its Related Persons. Without limiting the foregoingIndemnified Person, 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. 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 AgentAND 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 11.5 10.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes; Indemnity. The Borrower Company agrees (ai) to pay or reimburse each the Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents Notes and any other documents prepared in connection herewith or therewithherewith, and the consummation and administration of the transactions contemplated hereby and thereby, including including, without limitation, the reasonable fees and disbursements of counsel to such 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 appropriateAgent, (bii) to pay or reimburse each Lender Bank and the Agent for all its their reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents Notes and any such other documents, including the including, without limitation, reasonable fees and disbursements of counsel (including including, without limitation, the allocated fees and expenses cost of in-house counsel) to each Lender the Agent and of counsel to such Agentthe several Banks, and (ciii) to pay, indemnify, and hold each Lender Bank and the Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying Other Taxespaying, 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, 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 (dany of the foregoing, an "Indemnified Person") to pay, indemnify, and hold each Lender and Agent and each of their respective officers, directors, employees, attorneys, affiliates, agents and advisors (each, including each Lender and Agent, an “Indemnitee”) Indemnified Person harmless from and 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 counsel (including without limitation, the allocated cost of in-house counsel) with whom an Indemnified Person may consult in connection therewith and all expenses of litigation or preparation therefor) which an Indemnified Person may incur or which may be asserted against it in connection with any kind litigation or nature whatsoever with respect investigation (whether or not such Indemnified Person is a party to the execution, delivery, enforcement, performance and administration of such litigation or investigation) involving this Agreement, the other Loan Documents and use of any such other documentsproceeds of any Loans under this Agreement by the Company or any Subsidiary, including any officer, director or employee thereof, excluding litigation commenced by the Company against any of the foregoing relating to the use of proceeds of the Loans Agent or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations Banks which (i) seeks enforcement of any Group Member or any of the Properties Company's rights hereunder and (ii) is determined adversely to any of the Agent or the unauthorized use by Persons of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by Banks (all such Persons and the reasonable fees and expenses of legal counsel in connection with non-excluded claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (ddamages, liabilities and expenses, "Indemnified Liabilities"), collectively, the “Indemnified Liabilities”), provided, provided that the Borrower Company shall have no obligation hereunder to any Indemnitee Indemnified Person with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee or any of its Related Persons. 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. 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 AgentIndemnified Person. The agreements in this Section 11.5 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) other than the fees for the items set forth in Exhibit D hereto which shall be as set forth in such Exhibit, to pay or reimburse each Agent the Bank for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any requested amendment, supplement or modification to, or waiver or consent to, this Agreement 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 including, without limitation, the reasonable fees and disbursements of counsel to such 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 appropriatecounsel, (b) to pay or reimburse each Lender and Agent the Bank for all of its costs and expenses incurred in connection with the enforcement or preservation of any rights under this AgreementAgreement or any other Transaction Document, the other Loan Documents and any such other documentsincluding, including the without limitation, reasonable fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and of counsel to such Agent, (c) to pay, indemnify, and hold each Lender and Agent the Bank harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying Other Taxespaying, 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, the Agreement or any other Loan Documents and any such other documentsTransaction Document, and (d) to pay, indemnify, indemnify and hold each Lender the Bank and Agent and each of their respective its officers, directors, employees, attorneys, affiliates, agents directors and advisors (each, including each Lender and Agent, an “Indemnitee”) employees harmless from and 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, without limitation, reasonable counsel fees and disbursements) with respect to the execution, delivery, enforcement, enforcement and performance and administration of this Agreement, the Agreement or any other Loan Documents and any such other documents, including any of the foregoing relating to Transaction Document or the use of proceeds the Letters of the Loans Credit or the violation of, noncompliance with or liability under, any Environmental Law applicable respect 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 electronictransactions contemplated thereby; provided, 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 (d), collectively, the “Indemnified Liabilities”), providedhowever, that the Borrower shall have no obligation hereunder not be obligated to indemnify the Bank for any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted liabilities arising from the Bank's gross negligence or willful misconduct of such Indemnitee or any of its Related Persons. 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. 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 Agentmisconduct. The agreements in this Section 11.5 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 or reimburse each Agent the Agents and 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 preparation, execution and execution delivery of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and (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, including protect, evaluate, assess, appraise, collect, sell, liquidate or otherwise dispose of any of the Collateral, and (2) the reasonable and documented fees and disbursements of Xxxxxx & Xxxxxxx LLP, in its capacity as counsel to such Agent the Agents and filing Other Representatives, 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 appropriatespecial or local counsel, consultants, advisors, appraisers and auditors whose retention (other than during the continuance of an Event of Default) is approved by the Borrower, (b) to pay or reimburse each Lender Lender, each Lead Arranger and Agent the 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, the other Loan Documents and any such other documentsdocuments prepared in connection herewith or therewith, including the fees and disbursements of counsel to the Agents (including the allocated fees and expenses of in-house counsel) limited to each Lender and one firm of counsel to such Agentin each appropriate jurisdiction, in each case for the Agents), (c) to pay, indemnify, or reimburse each Lender, each Lead Arranger and the Agents for, and hold each Lender Lender, each Lead Arranger and Agent the Agents harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying Other Taxespaying, 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, the other Loan Documents and any such other documentsdocuments (all such items collectively, “Other Taxes”), and (d) to pay, indemnifyindemnify or reimburse each Lender, each Lead Arranger, each Agent (and hold each Lender and Agent any sub-agent thereof) and each Related Party of their respective officers, directors, employees, attorneys, affiliates, agents and advisors any of the foregoing Persons (each, including each Lender and Agent, an “Indemnitee”) for, and hold each 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 (in the case of fees and 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, relating to, or in connection with respect to (i) the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including any of the foregoing relating to the use of proceeds of the Loans or Loans, (ii) the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower or any Group Member of its Restricted Subsidiaries or any of the Properties property of the Borrower or any of its Restricted Subsidiaries or any other property at which Materials of Environmental Concern generated by the unauthorized use 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 Persons a third party or any Loan 169 Party and regardless 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 whether any Indemnitee against any Loan Party under any Loan Document is a party thereto (all the foregoing in this clause (d), collectively, the “Indemnified Liabilities”), provided, provided that the Borrower shall not have no any obligation hereunder to any Indemnitee 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 to arising from (i) the extent gross negligence, bad faith or willful misconduct of any such Indemnified Liabilities are found 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 final and nonappealable decision of a court of competent jurisdiction to have resulted from in a final and non-appealable decision, (ii) a material breach of the gross negligence Loan Documents by any such Lead Arranger, Other Representative, Agent (or willful misconduct 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 of Related Party brought by any other Indemnitee that do not involve claims against any Lead Arranger or Agent in its Related Personscapacity as such. Without limiting Neither the foregoingBorrower nor any Indemnitee shall be liable for any indirect, and 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 permitted by applicable lawsuch indirect, the Borrower agrees not special, punitive or consequential damages are included in any third-party claim in connection with which such Indemnitee is entitled 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 Indemniteeindemnification hereunder. All amounts due under this Section Subsection 11.5 shall be payable not later than 10 30 days after written demand therefor. Statements reflecting amounts payable by the Borrower Loan Parties pursuant to this Section Subsection 11.5 shall be submitted pursuant to the notice information for address of the Borrower set forth in Section Subsection 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. 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 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 or reimburse each Agent Agent, the Lead Arranger and 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 preparation, negotiation, execution, delivery and execution administration of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including including, without limitation, the reasonable and documented fees and disbursements of counsel to such Agent the Agents, the Lead Arranger 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 appropriateBookrunner, (b) to pay or reimburse each Lender Lender, the 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, the other Loan Documents and any such other documentsdocuments or any restructuring or "work-out" related hereto and thereto, including including, without limitation, the reasonable and documented fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and of counsel to such Agentthe Agents, (c) to pay or reimburse each Agent for its documented costs and expenses incurred in connection with inspections performed pursuant to Sections 7.6 and 7.9, and any other due diligence performed in connection with this Agreement and the other Loan Documents, including (i) the documented fees and disbursements of counsel to the Agents, and (ii) the costs and expenses associated with lien searches, and (d) to pay, indemnify, and hold each Lender, the Issuing Lenders, the Daylight Overdraft Lender, the Swing Line Lender and each Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying Other Taxespaying, 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, the other Loan Documents and any such other documents, and (de) to pay, indemnify, and hold each Lender, the Issuing Lenders, the Daylight Overdraft Lender, the Swing Line Lender and Agent each Agent, and each of their respective officers, employees, directors, employeestrustees, attorneysagents, affiliatesadvisors, agents affiliates and advisors controlling persons (each, including each Lender and Agentan "Indemnitee"), an “Indemnitee”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including, without limitation, reasonable and documented legal fees) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents Documents, and any such other documents, including including, without limitation, any of the foregoing relating to the 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 Loan Party or any of their respective Subsidiaries, 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 (de), collectively, the “"Indemnified Liabilities”"); provided that, provided, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities Liabilities, to the extent such Indemnified Liabilities (i) are found by a final and nonappealable decision final, non-appealable judgment of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee, or (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 its Related Persons. Without limiting the foregoingtransactions contemplated hereby, and except to the extent permitted of direct (as opposed to special, indirect, consequential or punitive) damages determined in a final non-appealable judgment by applicable law, 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 agrees not (as opposed 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 person). Notwithstanding any other provision of recovery with respect to all claimsthis Agreement, 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 no Indemnitee shall be payable not later than 10 days after written demand therefor. Statements payable liable for any damages arising from the use by the Borrower pursuant to this Section 11.5 shall be submitted pursuant others of information or other materials obtained through electronic telecommunications or other information transmission systems, except to the notice information for extent such damages are found by a final, non-appealable judgment of a court of competent jurisdiction to arise directly from the Borrower set forth in Section 11.2, gross negligence or to willful misconduct of such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative AgentIndemnitee. The agreements in this Section 11.5 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 or reimburse each Agent the Agents for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including including, without limitation, the reasonable fees and disbursements of one counsel to such Agent and filing and recording fees and expenses, with statements with respect to for all of 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 appropriateAgents together, (b) (i) to pay or reimburse each Lender and Agent the 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, the other Loan Documents and any such other documents, including 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 (including ii) to pay or reimburse each Lender for all its reasonable out-of-pocket costs and expenses incurred in connection with the allocated enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents following the occurrence and during the continuation of a Default or an Event of Default, including, without limitation, the fees and expenses of in-house counsel) to each Lender and disbursements of counsel to such Agenteach Lender, (c) to pay, indemnify, and hold each Lender and Agent the Agents (and their respective directors, officers, employees and agents) harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying Other Taxespaying, 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, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and Agent the Agents (and each of their respective directors, officers, directors, employees, attorneys, affiliates, agents employees and advisors (each, including each Lender and Agent, an “Indemnitee”agents) harmless from and 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 with respect to any claim, litigation, investigation or proceeding relating to the execution, delivery, enforcement, performance and administration of this Agreement, Agreement and the other Loan Documents and any such other documentsdocuments or any use of any of the Extensions of Credit, including including, without limitation, any of the foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, any Group Member of its Subsidiaries 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 (d), collectively, the “"Indemnified Liabilities”"), provided, provided that the Borrower shall have no obligation hereunder to the Agents or any Indemnitee Lender (or their respective directors, officers, employees or agents) with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted arising from the gross negligence or willful misconduct of such Indemnitee the Agents or any such Lender (or their respective directors, officers, employees or agents, as the case may be), provided, however, that in connection with the enforcement or preservation of its Related Persons. Without limiting any rights under this Agreement or the foregoing, and to the extent permitted by applicable lawother Loan Documents, the Borrower agrees shall not be required to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights pay or reimburse the Lenders for contribution or any other rights of recovery with respect more than one counsel to all claims, demands, penalties, fines, liabilities, settlements, damages, costs of the Lenders and expenses for one counsel to each 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 AgentAgents. The agreements in this Section 11.5 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 or reimburse each Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including including, without limitation, the reasonable fees and disbursements of one counsel to such Agent and filing and recording fees and expenses, with statements with respect to for all of 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 appropriateAgents together, (b) (i) to pay or reimburse each Lender and 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, the other Loan Documents and any such other documents, including including, without limitation, the fees and disbursements of counsel to the Administrative Agent, and (including ii) to pay or reimburse each Lender for all its reasonable out-of-pocket costs and expenses incurred in connection with the allocated enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents following the occurrence and during the continuation of a Default or an Event of Default, including, without limitation, the fees and expenses of in-house counsel) to each Lender and disbursements of counsel to such Agenteach Lender, (c) to pay, indemnify, and hold each Lender and Agent (and their respective directors, officers, employees and agents) harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying Other Taxespaying, 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, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and Agent (and each of their respective directors, officers, directors, employees, attorneys, affiliates, agents employees and advisors (each, including each Lender and Agent, an “Indemnitee”agents) harmless from and 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 with respect to any claim, litigation, investigation or proceeding relating to the execution, delivery, enforcement, performance and administration of this Agreement, Agreement and the other Loan Documents and any such other documentsdocuments or any use of any of the Extensions of Credit, including including, without limitation, any of the foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, any Group Member of its Subsidiaries 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 (d), collectively, the “"Indemnified Liabilities”"), provided, provided that the Borrower shall have no obligation hereunder to any Indemnitee Agent or any Lender (or their respective directors, officers, employees or agents) with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted arising from the gross negligence or willful misconduct of any such Indemnitee Agent or any of its Related Persons. Without limiting such Lender (or their respective directors, officers, 101 employees or agents, as 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. 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 case may be hereafter designated by the Borrower in a written notice to the Administrative Agentbe). The agreements in this Section 11.5 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 or reimburse each the Agent for all its reasonable out-of-and documented out of pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable and documented fees and disbursements of counsel to such the 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 monthly basis or such other periodic basis as such Agent shall deem appropriateor, if an Event of Default has occurred and is continuing, on demand; (b) to pay or reimburse each Lender and the 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, the other Loan Documents and any such other documents, including the fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and of counsel to such the Agent, (c) to pay, indemnify, and hold each Lender and the Agent harmless from, any and all recording fees, expenses, and filing fees and any and all liabilities with respect to, or resulting from any delay in paying 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, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold Issuer harmless from all expenses incurred by Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand 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 Lender and Agent and each of their respective officers, directors, employeesAffiliates, attorneys, affiliates, employees and agents and advisors (each, including each Lender and Agent, an “Indemnitee”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to or arising out of, directly or indirectly, or in connection with the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documentsdocuments 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 Borrower, any other Loan Party or any other Person), including any of the 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 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 unauthorized use by Persons issuance of information or other materials sent through electronicany Letter of Credit hereunder, 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 (d), collectively, the “Indemnified Liabilities”), provided, ; provided that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities 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 Indemnitee or any (ii) result from a claim brought by the Borrower against an Indemnitee for breach in bad faith of its Related Personssuch Indemnitee’s obligations under this Agreement, but 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 lawApplicable Law, the Borrower agrees and Holdings each agree not to assert and to cause its their respective Subsidiaries not to assert, and hereby waives and agrees to cause its 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 11.5 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 11.5 10.5 shall be submitted pursuant to the notice information for facsimile number and attention of the Borrower person set forth in Section 11.210.2, or to such other Person or address as may be hereafter designated by the Borrower or Holdings in a written notice to the Administrative 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 11.5 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. (aa) Costs and Expenses. The Borrower agrees Company shall pay (aii) to pay or reimburse each Agent for all its reasonable out-of-pocket costs and 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 fees and time charges and disbursements for attorneys who may be employees of the Agent, in connection with the developmentsyndication of the credit facilities provided for herein, preparation the preparation, negotiation, execution, delivery and execution of, and any amendment, supplement or modification to, administration of this Agreement 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 shall pay the reasonable fees and disbursements time charges for attorneys who may be employees of counsel to such Agent and filing and recording fees and expensesthe Agent, 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 any Lender, any Issuing Lender or such other periodic basis as such Agent shall deem appropriateany Swingline Lender, (b) to pay or reimburse each Lender and Agent for all its costs and expenses incurred in connection with the enforcement or preservation protection of any its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Agreement, the other Loan Documents and any such other documents, including the fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and of counsel to such Agent, (c) to pay, indemnify, and hold each Lender and Agent harmless from, any and all recording and filing fees and any and all liabilities with respect toSection, or resulting from any delay in paying Other Taxes, if any, that may be payable or determined to be payable (B) in connection with the execution and delivery ofLoans made or Letters of Credit issued hereunder, including all such out‑of‑pocket expenses incurred during any workout, restructuring 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 negotiations in respect of, this Agreement, the other Loan Documents and any of such other documents, and (d) to pay, indemnify, and hold each Lender and Agent and each of their respective officers, directors, employees, attorneys, affiliates, agents and advisors (each, including each Lender and Agent, an “Indemnitee”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including any of the foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations Letters 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 (d), collectively, the “Indemnified Liabilities”), provided, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee or any of its Related Persons. 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. 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 11.5 shall survive repayment of the Loans and all other amounts payable hereunderCredit.

Payment of Expenses and Taxes; Indemnity. The Borrower agrees (a) to pay or reimburse each Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of counsel to such Agent and filing and recording fees and expenses, with statements with respect to the 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 shall deem appropriate, (b) to pay or reimburse each Lender and Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including the fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and of counsel to such Agent, (c) to pay, indemnify, and hold each Lender and Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying 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, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and Agent and each of their respective officers, directors, employees, attorneys, affiliates, agents and advisors (each, including each Lender and Agent, an “Indemnitee”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including any of the foregoing relating to the use of proceeds of the Loans 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 (d), collectively, the “Indemnified Liabilities”), provided, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee or any of its Related Persons. 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. 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 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 or reimburse each Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of counsel to such 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, (b) to pay or reimburse each Lender and Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including the fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and of counsel to such AgentAgent (including all such amounts incurred in any bankruptcy or other insolvency proceeding), (c) to pay, indemnify, and hold each Lender and Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying Other Taxespaying, 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, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and Agent and each of their respective officers, directors, employees, attorneys, affiliates, agents agents, advisors, attorneys and advisors controlling persons (each, including each Lender and Agent, an “Indemnitee”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents (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 foregoing relating to the 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 (d), collectively, the “Indemnified Liabilities”), provided, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and nonappealable non-appealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee or any of its Related PersonsIndemnitee. 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. All amounts due under this Section 11.5 10.5 shall be payable not later than 10 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 11.5 10.5 shall be submitted pursuant to Chief Financial Officer (Telephone No. (000) 000-0000) (Telecopy No. (000) 000-0000), at the notice information for address of the Borrower set forth in Section 11.210.2, 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 11.5 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 or reimburse each Agent the Agents and 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 preparation, execution and execution delivery of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and (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, including protect, evaluate, assess, appraise, collect, sell, liquidate or otherwise dispose of any of the Collateral, and (2) the reasonable and documented fees and disbursements of Lxxxxx & Wxxxxxx LLP, in its capacity as counsel to such Agent the Agents and filing Other Representatives, 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 appropriatespecial or local counsel, consultants, advisors, appraisers and auditors whose retention (other than during the continuance of an Event of Default) is approved by the Borrower, (b) to pay or reimburse each Lender Lender, each Lead Arranger and Agent the 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, the other Loan Documents and any such other documentsdocuments prepared in connection herewith or therewith, including the fees and disbursements of counsel to the Agents (including the allocated fees and expenses of in-house counsel) limited to each Lender and one firm of counsel to such Agentin each appropriate jurisdiction, in each case for the Agents), (c) to pay, indemnify, or reimburse each Lender, each Lead Arranger and the Agents for, and hold each Lender Lender, each Lead Arranger and Agent the Agents harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying Other Taxespaying, 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, the other Loan Documents and any such other documentsdocuments (all such items collectively, “Other Taxes”), and (d) to pay, indemnifyindemnify or reimburse each Lender, each Lead Arranger, each Agent (and hold each Lender and Agent any sub-agent thereof) and each Related Party of their respective officers, directors, employees, attorneys, affiliates, agents and advisors any of the foregoing Persons (each, including each Lender and Agent, an “Indemnitee”) for, and hold each 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 (in the case of fees and 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, relating to, or in connection with respect to (i) the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including any of the foregoing relating to the use of proceeds of the Loans or Loans, (ii) the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower or any Group Member of its Restricted Subsidiaries or any of the Properties property of the Borrower or any of its Restricted Subsidiaries or any other property at which Materials of Environmental Concern generated by the unauthorized use 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 Persons of information a third party 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 and regardless of whether any Loan Document Indemnitee is a party thereto (all the foregoing in this clause (d), collectively, the “Indemnified Liabilities”), provided, provided that the Borrower shall not have no any obligation hereunder to any Indemnitee 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 to arising from (i) the extent gross negligence, bad faith or willful misconduct of any such Indemnified Liabilities are found 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 final and nonappealable decision of a court of competent jurisdiction to have resulted from in a final and non-appealable decision, (ii) a material breach of the gross negligence Loan Documents by any such Lead Arranger, Other Representative, Agent (or willful misconduct 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 of Related Party brought by any other Indemnitee that do not involve claims against any Lead Arranger or Agent in its Related Personscapacity as such. Without limiting Neither the foregoingBorrower nor any Indemnitee shall be liable for any indirect, and 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 permitted by applicable lawsuch indirect, the Borrower agrees not special, punitive or consequential damages are included in any third-party claim in connection with which such Indemnitee is entitled 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 Indemniteeindemnification hereunder. All amounts due under this Section Subsection 11.5 shall be payable not later than 10 30 days after written demand therefor. Statements reflecting amounts payable by the Borrower Loan Parties pursuant to this Section Subsection 11.5 shall be submitted pursuant to the notice information for address of the Borrower set forth in Section Subsection 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. 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 Subsection 11.5 shall survive repayment of the Loans and all other amounts payable hereunder.. 183

Payment of Expenses and Taxes; Indemnity. The Borrower agrees (a) to pay or reimburse each Agent the Bank on demand for all its reasonable out-out of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, waiver, consent, supplement or modification to, this Agreement 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 including, without limitation, the reasonable fees and disbursements of legal counsel to such 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 appropriateBank, (b) to pay or reimburse each Lender and Agent the Bank on demand for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Revolving Credit Note, the Term Loan Note, the Collateral Documents and any such other documents, including the including, without limitation, fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and of legal counsel to such Agentthe Bank, (c) without limitation of the provision of clause (a) of this subsection, to pay, indemnify, and to hold each Lender and Agent the Bank harmless from, any and all recording and filing fees fees, intangibles taxes, UCC and any other title or lien searches, stamp and all liabilities with respect to, or resulting from any delay in paying 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, the other Revolving Credit Note, the Term Loan Note, the Collateral Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and Agent and each of their respective officers, directors, employees, attorneys, affiliates, agents and advisors (each, including each Lender and Agent, an “Indemnitee”) the Bank 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, counsel fees and disbursements in connection with any litigation, investigation, hearing or other proceeding) with respect or in any way related to the existence, execution, delivery, enforcement, performance and administration of this Agreement, the other Revolving Credit Note, the Term Loan Note and the Collateral Documents and any such other documents, including any (all of the foregoing relating to the 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 (d)foregoing, collectively, the “"Indemnified Liabilities”"), provided, that the Borrower shall not have no any obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted arising directly from the gross negligence or willful misconduct of such Indemnitee or any of its Related Persons. 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. 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 11.5 shall survive repayment of the Loans and all other amounts payable hereunderBank.

Payment of Expenses and Taxes; Indemnity. The Borrower agrees (a) to pay or reimburse each Agent the Bank on demand for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, waiver, consent, supplement or modification to, this Agreement 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 including, without limitation, the reasonable fees and disbursements of legal counsel to such 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 appropriateBank, (b) to pay or reimburse each Lender and Agent the Bank on demand for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Mezzanine Term Loan Note, the Collateral Documents and any such other documents, including the including, without limitation, fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and of legal counsel to such Agentthe Bank, (c) without limitation of the provision of clause (a) of this subsection, to pay, indemnify, and to hold each Lender and Agent the Bank harmless from, any and all recording and filing fees fees, intangibles taxes, UCC and any other title or lien searches, stamp and all liabilities with respect to, or resulting from any delay in paying 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, the other Mezzanine Term Loan Note, the Collateral Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and Agent and each of their respective officers, directors, employees, attorneys, affiliates, agents and advisors (each, including each Lender and Agent, an “Indemnitee”) the Bank 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, counsel fees and disbursements in connection with any litigation, investigation, hearing or other proceeding) with respect or in any way related to the existence, execution, delivery, enforcement, performance and administration of this Agreement, the other Mezzanine Term Loan Note and the Collateral Documents and any such other documents, including any (all of the foregoing relating to the 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 (d)foregoing, collectively, the “"Indemnified Liabilities”"), provided, that the Borrower shall not have no any obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted arising directly from the gross negligence or willful misconduct of such Indemnitee or any of its Related Persons. 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. 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 11.5 shall survive repayment of the Loans and all other amounts payable hereunderBank.