Common use of Payment of Expenses and Taxes Clause in Contracts

Payment of Expenses and Taxes. (a) The Borrower agrees (i) to pay or reimburse the Administrative Agent for all of its reasonable 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 any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (including the syndication of the Commitments), including the reasonable fees, disbursements and other charges of one counsel to the Administrative Agent, (ii) to pay or reimburse each Lender and the Administrative Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under, or “workout” or restructuring of, this Agreement and any such other documents, including the reasonable fees, disbursements and other charges of counsel to each Lender and of counsel to the Administrative Agent, (iii) to pay, indemnify, defend and hold harmless each Lender and the Administrative Agent from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement and any such other documents (collectively, “Other Taxes”), except for any such Other Taxes attributable to an assignment or participation, and (iv) to pay, indemnify, defend and hold harmless each Lender and the Administrative Agent and their respective Related Parties (collectively, the “Indemnitees”) from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including reasonable and documented fees, disbursements and other charges of counsel incurred in connection with any investigative, administrative or judicial proceeding commenced or threatened by the Borrower or any other Person, whether or not any such Indemnitee shall be designated as a party or potential party thereto, and any fees or expenses incurred by any Indemnitee in enforcing this indemnity), whether direct, indirect or consequential, whether based on strict liability or negligence, and whether based on any federal, provincial or foreign laws, statutes, rules, regulations or guidelines (including Environmental Laws), common law, equity, contract or otherwise that may be imposed on, incurred by or asserted against any Indemnitee, in any manner arising out of or relating to (A) this Agreement and any other agreements or documents contemplated hereby or thereby, the other transactions contemplated hereby (including the execution, delivery, enforcement, performance and administration of this Agreement and the breach by the Borrower of, or default by the Borrower under, any of the provisions of this Agreement or any Loan, or the use or proposed use of the proceeds thereof), (B) the violation of, non-compliance with or liability under, any Environmental Law applicable to the operations of the Borrower or any of its Subsidiaries or applicable to any of the Real Estate, or (C) any Environmental Claim or any Hazardous Materials relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, possession or control, or practice of, the Borrower or any of its Subsidiaries from time to time (all the foregoing in this clause (iv), collectively, the “indemnified liabilities”); provided that the Borrower shall have no obligation hereunder to any Indemnitee with respect to indemnified liabilities arising from the gross negligence or willful misconduct of such Indemnitee as determined by a final non-appealable judgment of a court of competent jurisdiction; and provided, further, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to claims that do not involve an act or omission of the Borrower or any of its Affiliates and that is brought by the Administrative Agent or any Lender against any other Lender (other than claims against any of the Administrative Agent or the Lenders or their Affiliates in their respective capacity as the Administrative Agent or any similar role under this Agreement). The agreements in this Section 12.5 shall survive repayment of the Loans and all other amounts payable hereunder. Each of the Lenders and the Administrative Agent agree that any and all of their respective rights under this Agreement and any other agreements contemplated hereby and thereby, including recourse for any obligation or claim for any indemnification thereunder, is limited to recourse to the Borrower and its assets as contemplated hereby, and none of the direct or indirect limited partners, partners, shareholders, members of the Borrower or any of their respective employees, directors or officers shall have any obligations or liability, or be subject to any recourse, in respect of any such obligations or claims hereunder or thereunder.

Payment of Expenses and Taxes. (a) The Borrower agrees (ia) to pay or reimburse the Administrative Agent for all of its reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation preparation, negotiation, printing and execution of, and any amendment, supplement or modification to, this Credit Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (including the syndication of the Commitments)thereby, including together with the reasonable fees, fees and disbursements and other charges of one counsel to the Administrative Agent, (iib) to pay or reimburse each Lender and the Administrative Agent and, after the occurrence of an Event of Default, the Lenders for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights underunder this Credit Agreement, or “workout” or restructuring of, this Agreement the Notes and any such other documents, including including, without limitation, the reasonable fees, fees and disbursements and other charges of counsel to each Lender and of counsel to the Administrative Agent and to the Lenders (including reasonable allocated costs of in-house legal counsel), provided, that the Borrower shall be obligated to pay reasonable fees and expenses of only one law firm to act as counsel for the Lenders (other than counsel to the Administrative Agent) in each applicable jurisdiction in connection with the enforcement of the Facilities, and (iiic) on demand, to pay, indemnify, defend and hold harmless each Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, 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 Credit Documents and any such other documents (collectively, “Other Taxes”), except for any such Other Taxes attributable to an assignment or participationdocuments, and (ivd) to pay, indemnify, defend and hold harmless each Lender and the Administrative Agent and their respective Related Parties (collectivelyAffiliates, the “Indemnitees”) parents, subsidiaries, officers, directors, employees, agents, trustees, advisors and attorneys-in-fact harmless from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including reasonable and documented fees, disbursements and other charges of counsel incurred in connection with any investigative, administrative or judicial proceeding commenced or threatened by the Borrower or any other Person, whether or not any such Indemnitee shall be designated as a party or potential party thereto, and any fees or expenses incurred by any Indemnitee in enforcing this indemnity), whether direct, indirect or consequential, whether based on strict liability or negligence, and whether based on any federal, provincial or foreign laws, statutes, rules, regulations or guidelines (including Environmental Laws), common law, equity, contract or otherwise that may be imposed on, incurred by or asserted against any Indemnitee, in any manner arising out of or relating respect to (A) this Agreement and any other agreements or documents contemplated hereby or thereby, the other transactions contemplated hereby (including the execution, delivery, enforcement, performance and administration of this Agreement the Credit Documents and any such other documents and the breach by the Borrower ofuse, or default by the Borrower underproposed use, any of proceeds of the provisions of this Agreement or any Loan, or the use or proposed use Loans (all of the proceeds thereof), (B) the violation of, non-compliance with or liability under, any Environmental Law applicable to the operations of the Borrower or any of its Subsidiaries or applicable to any of the Real Estate, or (C) any Environmental Claim or any Hazardous Materials relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, possession or control, or practice of, the Borrower or any of its Subsidiaries from time to time (all the foregoing in this clause (iv)foregoing, collectively, the “indemnified liabilities”); provided provided, however, that the Borrower shall not have no any obligation hereunder to the Administrative Agent or any Indemnitee Lender with respect to indemnified liabilities arising from the gross negligence or willful misconduct of the Administrative Agent or any such Indemnitee Lender, as determined by a final non-appealable judgment of a court of competent jurisdiction; and provided, further, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to claims that do not involve an act or omission of the Borrower or any of its Affiliates and that is brought by the Administrative Agent or any Lender against any other Lender (other than claims against any of the Administrative Agent or the Lenders or their Affiliates in their respective capacity as the Administrative Agent or any similar role under this Agreement). The agreements in this Section 12.5 shall survive repayment of the Loans Loans, Notes and all other amounts payable hereunder. Each of the Lenders and the Administrative Agent agree that any and all of their respective rights under this Agreement and any other agreements contemplated hereby and thereby, including recourse for any obligation or claim for any indemnification thereunder, is limited to recourse to the Borrower and its assets as contemplated hereby, and none of the direct or indirect limited partners, partners, shareholders, members of the Borrower or any of their respective employees, directors or officers shall have any obligations or liability, or be subject to any recourse, in respect of any such obligations or claims hereunder or thereunder.

Payment of Expenses and Taxes. (a) The Borrower Company agrees (i) to pay or reimburse the Administrative Agent Applicable Agents for all of its their reasonable 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 syndication of the Facility, the consummation and administration of the transactions contemplated hereby and thereby and any amendment or waiver with respect thereto, including, without limitation, (including the syndication of the Commitments), including i) the reasonable feesfees and disbursements of Weil, disbursements Gotshal & Xxxxxx LLP and other charges of one local counsel in each relevant jurisdiction to be shared by the Administrative AgentApplicable Agents, (ii) filing and recording fees and expenses and (iii) the charges of Intralinks, to pay or reimburse each Lender and the Administrative Agent Applicable Agents for all its of their reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under, or “workout” or restructuring of, under this Agreement and any such the other documentsLoan Documents, including the reasonable fees, fees and disbursements and other charges of counsel to each Lender and of one primary counsel to the Administrative AgentApplicable Agents, which counsel shall act on behalf of all Lenders (iiiand if necessary or advisable one local counsel in each relevant jurisdiction to be shared by the Applicable Agents) and, in the event of any conflict of interest, if necessary or advisable one additional primary counsel (and if necessary or advisable one local counsel in each relevant jurisdiction) to represent all Lenders (other than the Applicable Agents), to pay, indemnify, defend and hold harmless indemnify or reimburse each Lender and the Administrative Agent Applicable Agents for, and hold each Lender and the Applicable 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, stamp, excise and other similar taxes, if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement Agreement, the other Loan Documents and any such other documents (collectively, “Other Taxes”), except for any such Other Taxes attributable to an assignment or participationdocuments, and (iv) to pay, indemnifyindemnify or reimburse each Lender, defend and hold harmless each Lender and the Administrative Agent Applicable Agents, their respective affiliates, and their respective Related Parties officers, directors, partners, employees, advisors, agents, controlling persons and trustees (collectivelyeach, the an “IndemniteesIndemnitee”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including reasonable and documented feesother than with respect to taxes not specifically provided for herein, disbursements and other charges of counsel incurred in connection with any investigative, administrative or judicial proceeding commenced or threatened by the Borrower or any other Person, whether or not any such Indemnitee which shall be designated as a party governed exclusively by Section 2.15 or potential party theretowith respect to the costs, and any fees losses or expenses incurred which are of the type covered by any Indemnitee in enforcing this indemnity), whether direct, indirect or consequential, whether based on strict liability or negligence, and whether based on any federal, provincial or foreign laws, statutes, rules, regulations or guidelines (including Environmental Laws), common law, equity, contract or otherwise that may be imposed on, incurred by or asserted against any Indemnitee, in any manner arising out of or relating Section 2.14) with respect to (A) this Agreement and any other agreements or documents contemplated hereby or thereby, the other transactions contemplated hereby (including the execution, delivery, enforcement, performance and administration of this Agreement Agreement, the other Loan Documents and the breach by the Borrower ofany such other documents, or default by the Borrower underincluding, without limitation, any of the provisions of this Agreement or any Loan, or foregoing relating to the use or proposed use of proceeds of the proceeds thereof), (B) Loans or the violation of, non-compliance noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower Company or any of its Subsidiaries and the reasonable fees and expenses of legal counsel in connection with claims, actions or applicable to proceedings by any of the Real Estate, or (C) Indemnitee against any Environmental Claim or Loan Party under any Hazardous Materials relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, possession or control, or practice of, the Borrower or any of its Subsidiaries from time to time Loan Document (all the foregoing in this clause (ivd), collectively, the “indemnified liabilitiesIndemnified Liabilities”); provided , provided, that the Borrower Company shall have no obligation hereunder to any Indemnitee with respect to indemnified liabilities arising Indemnified Liabilities to the extent such Indemnified Liabilities resulted from the gross negligence or willful misconduct of, or material breach of the Loan Documents by, such Indemnitee as determined Indemnitee, any of its affiliates or its or their respective officers, directors, partners, employees, advisors, agents, controlling persons or trustees. Without limiting the foregoing, and to the extent permitted by a final non-appealable judgment applicable law, the Company agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of a court of competent jurisdiction; and provided, further, that the Borrower shall have no obligation hereunder to any Indemnitee recovery with respect to claims all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that do not involve an act any of them might have by statute or omission otherwise against any Indemnitee unless the same shall have resulted from the gross negligence or willful misconduct of, or material breach of the Borrower or Loan Documents by, such Indemnitee, any of its Affiliates affiliates or its or their respective officers, directors, partners, employees, advisors, agents, controlling persons or trustees. All amounts due under this Section 10.5 shall be payable not later than 30 Business Days after the party to whom such amount is owed has provided a statement or invoice therefor, setting forth in reasonable detail, the amount due and the relevant provision of this Section 10.5 under which such amount is payable by the Company. For purposes of the preceding sentence, it is understood and agreed that the Company may ask for reasonable supporting documentation to support any request to reimburse or pay out of pocket expenses, legal fees and disbursements and that is brought the grace period to pay any such amounts shall not commence until such supporting documentation has been received by the Administrative Agent or any Lender against any other Lender (other than claims against any Company. Statements payable by the Company pursuant to this Section 10.5 shall be submitted to the Company at the address of the Administrative Agent Company set forth in Section 10.2, or to such other Person or address as may be hereafter designated by the Lenders or their Affiliates Company in their respective capacity as the Administrative Agent or any similar role under this Agreement)a written notice to each Applicable Agent. The agreements in this Section 12.5 10.5 shall survive repayment of the Loans and all other amounts payable hereunder. Each of the Lenders and the Administrative Agent agree that any and all of their respective rights under this Agreement and any other agreements contemplated hereby and thereby, including recourse for any obligation or claim for any indemnification thereunder, is limited to recourse to the Borrower and its assets as contemplated hereby, and none of the direct or indirect limited partners, partners, shareholders, members of the Borrower or any of their respective employees, directors or officers shall have any obligations or liability, or be subject to any recourse, in respect of any such obligations or claims hereunder or thereunder.

Payment of Expenses and Taxes. The Credit Parties agree (a) The Borrower agrees (i) to pay or reimburse the Administrative Agent and WCM for all of its reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation preparation, negotiation, printing and execution of, and any amendment, supplement or modification to, this Credit Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (including the syndication of the Commitments)Transactions, including together with the reasonable fees, fees and disbursements and other charges of one counsel to the Administrative Agent, (iib) to pay or reimburse each Lender and the Administrative Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under119 under this Credit Agreement, or “workout” or restructuring of, this Agreement the Notes and any such other documents, including including, without limitation, the reasonable fees, fees and disbursements and other charges of counsel to each Lender and of counsel to the Administrative AgentAgent and to the Lenders (including reasonable allocated costs of in-house legal counsel), and (iiic) on demand, to pay, indemnify, defend and hold harmless each Lender and Lender, the Administrative Agent and WCM harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, paying stamp, excise and other similar taxes, if any, 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 Credit Documents and any such other documents documents, (collectively, “Other Taxes”), except for any such Other Taxes attributable to an assignment or participation, and (ivd) to pay, indemnify, defend and hold harmless each Lender and Lender, the Administrative Agent and WCM and their respective Related Parties (collectively, the “Indemnitees”) Affiliates harmless from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including reasonable and documented fees, disbursements and other charges of counsel incurred in connection with any investigative, administrative or judicial proceeding commenced or threatened by the Borrower or any other Person, whether or not any such Indemnitee shall be designated as a party or potential party thereto, and any fees or expenses incurred by any Indemnitee in enforcing this indemnity), whether direct, indirect or consequential, whether based on strict liability or negligence, and whether based on any federal, provincial or foreign laws, statutes, rules, regulations or guidelines (including Environmental Laws), common law, equity, contract or otherwise that may be imposed on, incurred by or asserted against any Indemnitee, in any manner arising out of or relating respect to (A) this Agreement and any other agreements or documents contemplated hereby or thereby, the other transactions contemplated hereby (including the execution, delivery, enforcement, performance and administration of this Agreement the Credit Documents and any such other documents and the breach use, or proposed use, of proceeds of the Loans and (e) to pay any civil penalty or fine assessed by the Borrower ofU. S. Department of the Treasury's Office of Foreign Assets Control against, or default and all reasonable costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof by the Borrower under, Administrative Agent or any Lender as a result of the provisions funding of this Agreement Loans, the issuance of Letters of Credit, the acceptance of payments or any Loan, or of Collateral due under the use or proposed use Credit Documents (all of the proceeds thereof), (B) the violation of, non-compliance with or liability under, any Environmental Law applicable to the operations of the Borrower or any of its Subsidiaries or applicable to any of the Real Estate, or (C) any Environmental Claim or any Hazardous Materials relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, possession or control, or practice of, the Borrower or any of its Subsidiaries from time to time (all the foregoing in this clause (iv)foregoing, collectively, the “"indemnified liabilities”"); provided provided, however, that the Borrower shall not have no any obligation hereunder to the Administrative Agent, WCM or any Indemnitee Lender with respect to indemnified liabilities arising from the gross negligence or willful misconduct of the Administrative Agent, WCM or such Indemnitee Lender, as determined by a final non-appealable judgment of a court of competent jurisdiction; and provided, further, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to claims that do not involve an act or omission of the Borrower or any of its Affiliates and that is brought by the Administrative Agent or any Lender against any other Lender (other than claims against any of the Administrative Agent or the Lenders or their Affiliates in their respective capacity as the Administrative Agent or any similar role under this Agreement). The agreements in this Section 12.5 9.5 shall survive repayment of the Loans Loans, Notes and all other amounts payable hereunder. Each of the Lenders and the Administrative Agent agree that any and all of their respective rights under this Agreement and any other agreements contemplated hereby and thereby, including recourse for any obligation or claim for any indemnification thereunder, is limited to recourse to the Borrower and its assets as contemplated hereby, and none of the direct or indirect limited partners, partners, shareholders, members of the Borrower or any of their respective employees, directors or officers shall have any obligations or liability, or be subject to any recourse, in respect of any such obligations or claims hereunder or thereunder.

Payment of Expenses and Taxes. (a) The Borrower agrees (i) to pay or reimburse the Administrative each Agent for all of its reasonable 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 syndication of the Commitments)thereby, including the reasonable fees, fees and disbursements and other charges of one counsel to such parties (provided that such fees and disbursements shall not include fees and disbursements for more than one primary counsel for the Administrative Agent, one regulatory counsel in each applicable specialty, one local or foreign counsel for each relevant jurisdiction, one other counsel for all other Indemnitees (as defined below) and, in each case, if reasonably necessary or advisable in the judgment of the affected Person in the case of an actual or perceived conflict of interest, an additional regulatory counsel in each applicable specialty and one additional local or foreign counsel in each such applicable jurisdiction) 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 as such parties shall deem appropriate, (ii) to pay or reimburse each Lender and the Administrative Agent for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights underunder this Agreement, or “workout” or restructuring of, this Agreement the other Loan Documents and any such other documents, including the reasonable fees, charges and disbursements and other charges of not more than one primary counsel to each Lender and of counsel to for the Administrative Agent, one regulatory counsel in each applicable specialty, one local or foreign counsel for each relevant jurisdiction, one other counsel for all other Indemnitees and, in each case, if reasonably necessary or advisable in the judgment of the affected Person in the case of an actual or perceived conflict of interest, an additional regulatory counsel in each applicable specialty and one additional local or foreign counsel in each such applicable jurisdiction, (iii) to pay, indemnify, defend and hold harmless each Lender and the Administrative 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, stamp, excise and other similar taxestaxes (other than amounts payable under Section 4.10(d)), 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 Agreement, the other Loan Documents and any such other documents (collectively, “Other Taxes”), except for any such Other Taxes attributable to an assignment or participationdocuments, and (iv) to pay, indemnify, defend and hold harmless each Lender and the Administrative Lender, Agent and their respective Related Parties affiliates and each of the respective employees, officers, directors, agents, advisors and controlling persons of the foregoing (collectivelyeach, the an “IndemniteesIndemnitee”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including reasonable and documented fees, disbursements and other charges of counsel incurred in connection with any investigative, administrative or judicial proceeding commenced or threatened by the Borrower or any other Person, whether or not any such Indemnitee shall be designated as a party or potential party thereto, and any fees or expenses incurred by any Indemnitee in enforcing this indemnity), whether direct, indirect or consequential, whether based on strict liability or negligence, and whether based on any federal, provincial or foreign laws, statutes, rules, regulations or guidelines (including Environmental Laws), common law, equity, contract or otherwise that may be imposed on, incurred by or asserted against any Indemnitee, in any manner arising out of or relating respect to (A) this Agreement and any other agreements or documents contemplated hereby or thereby, the other transactions contemplated hereby (including the execution, delivery, enforcement, performance and administration of this Agreement Agreement, the other Loan Documents (regardless of whether any Loan Party is or is not a party to any such actions or suits) and the breach by the Borrower ofany such other documents, or default by the Borrower under, including any of the provisions foregoing relating to the use of this Agreement proceeds of the Loans or any Loan, or the use or proposed use of the proceeds thereof), (B) the violation of, non-compliance noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower or any of its Subsidiaries Restricted Subsidiary or applicable to any of the Real Estate, Properties or (C) any Environmental Claim or Liability related in any Hazardous Materials relating way to or arising from, directly or indirectly, any past or present activity, operation, land ownership, possession or control, or practice of, the Borrower or any of its the Restricted Subsidiaries from time to time and the reasonable fees and expenses of not more than one primary counsel for the Administrative Agent, one regulatory counsel in each applicable specialty, one local or foreign counsel for each relevant jurisdiction, one other counsel for all other Indemnitees and, in each case, if reasonably necessary or advisable in the judgment of the affected Person in the case of an actual or perceived conflict of interest, an additional regulatory counsel in each applicable specialty and one additional local or foreign counsel in each such applicable jurisdiction, in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (iv), collectively, the “indemnified liabilitiesIndemnified Liabilities”); provided that no Indemnitee will be indemnified for any Indemnified Liabilities to the extent (a) it has been determined by a court of competent jurisdiction in a final, non-appealable judgment to have resulted from (i) the gross negligence, bad faith or willful misconduct of such Indemnitee or (ii) a material breach of the obligations of such Indemnitee under the Loan Documents or (b) any proceeding between and among Indemnitees that does not involve an act or omission by the Borrower or its Subsidiaries (other than claims against the Administrative Agent or a Lead Arranger in its capacity or in fulfilling its role as the agent or arranger or any other similar role under the Facilities (excluding its role as a Lender)); provided further, that, this Section 11.5 shall have no obligation hereunder to any Indemnitee not apply with respect to indemnified liabilities Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee except to the extent found by a final and nonappealable decision of a court of competent jurisdiction to have resulted primarily from the bad faith, gross negligence or willful misconduct of such Indemnitee as determined Indemnitee. Statements payable by a final non-appealable judgment of a court of competent jurisdiction; and provided, further, that the Borrower pursuant to this Section 11.5 shall have no obligation hereunder be submitted to any Indemnitee with respect to claims that do not involve an act or omission the Borrower, at the address of the Borrower set forth in Section 11.2, or any of its Affiliates and that is brought to such other Person or address as may be hereafter designated by the Administrative Agent or any Lender against any other Lender (other than claims against any of Borrower in a written notice to the Administrative Agent or the Lenders or their Affiliates in their respective capacity as the Administrative Agent or any similar role under this Agreement)Agent. The agreements in this Section 12.5 11.5 shall survive repayment of the Loans and all other amounts payable hereunder. Each of the Lenders and the Administrative Agent agree that any and all of their respective rights under this Agreement and any other agreements contemplated hereby and thereby, including recourse for any obligation or claim for any indemnification thereunder, is limited to recourse to the Borrower and its assets as contemplated hereby, and none of the direct or indirect limited partners, partners, shareholders, members of the Borrower or any of their respective employees, directors or officers shall have any obligations or liability, or be subject to any recourse, in respect of any such obligations or claims hereunder or thereunder.

Payment of Expenses and Taxes. (a) The Parent Borrower agrees (ia) to pay or reimburse the Administrative Agent Commitment Parties for (1) all of its their reasonable and documented or invoiced out-of-pocket costs and expenses incurred in connection with (i) the syndication of the Facility 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 contemplated hereby and thereby (including the syndication of the Commitments) contemplated hereby and thereby and (iii) efforts to monitor the Loans and verify, protect, evaluate, assess, appraise, collect, sell, liquidate or otherwise dispose of any of the Collateral, and (2) the reasonable and documented or invoiced fees and disbursements of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP and Norton Xxxx Xxxxxxxxx Canada LLP, a single local counsel in each relevant jurisdiction and such other special or local counsel, consultants, advisors, appraisers and auditors whose retention (other than during the continuance of an Event of Default) is approved by the Parent Borrower (such consent not to be unreasonably withheld, conditioned or delayed), including the reasonable fees, disbursements and other charges of one counsel to the Administrative Agent, (iib) to pay or reimburse each Lender, Issuing Lender and the Administrative Agent for all its reasonable and documented or invoiced costs and expenses incurred in connection with the enforcement or preservation of any rights underunder this Agreement, or “workout” or restructuring of, this Agreement the other Loan Documents and any such other documentsdocuments prepared in connection herewith or therewith, including the reasonable fees, fees and disbursements and other charges of counsel to each Lender and of counsel to the Administrative AgentAgents and the Lenders, (iiic) to pay, indemnifyindemnify or reimburse each Lender, defend Issuing Lender and Agent for, and hold harmless each Lender, Issuing Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, that which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement Agreement, the other Loan Documents and any such other documents documents, (collectively, “Other Taxes”), except for any such Other Taxes attributable to an assignment or participation, and (ivd) to pay, indemnifyindemnify or reimburse each Lender, defend Issuing Lender, Syndication Agent, Other 240 Representative and hold harmless each Lender and the Administrative Agent Agent, their respective affiliates, and their respective Related Parties officers, directors, employees, shareholders, members, attorneys and other advisors, agents and controlling persons (collectivelyeach, the an “IndemniteesIndemnitee”) 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 (including reasonable and documented fees, disbursements and other charges of counsel incurred in connection with any investigative, administrative or judicial proceeding commenced or threatened by the Borrower or any other Person, whether or not any such Indemnitee shall be designated as a party or potential party thereto, and any fees or expenses incurred by any Indemnitee in enforcing this indemnity), whether direct, indirect or consequential, whether based on strict liability or negligence, and whether based on any federal, provincial or foreign laws, statutes, rules, regulations or guidelines (including Environmental Laws), common law, equity, contract or otherwise that may be imposed on, incurred by or asserted against any Indemnitee, in any manner arising out of or relating respect to (A) this Agreement and any other agreements or documents contemplated hereby or thereby, the other transactions contemplated hereby (including the execution, delivery, enforcement, performance and administration of this Agreement Agreement, the other Loan Documents and the breach by the Borrower ofany such other documents, or default by the Borrower under, including any of the provisions of this Agreement or any Loan, or foregoing relating to the use or proposed use of proceeds of the proceeds thereof)Loans, (B) Letters of Credit or the violation of, non-compliance noncompliance with or liability under, any Environmental Law applicable attributable to the operations of the Parent Borrower or any of its Subsidiaries or applicable to any of property or facility owned, leased or operated by the Real Estate, or (C) any Environmental Claim or any Hazardous Materials relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, possession or control, or practice of, the Parent Borrower or any of its Subsidiaries or the presence of Materials of Environmental Concern at, on or under, and Release of Materials of Environmental Concern at, on, under or from time any such properties or facilities, or any litigation or other proceeding relating to time any of the foregoing, regardless of whether any such Indemnitee is a party thereto and whether or not such litigation or other proceeding is brought by any Borrower, any equity holder, Affiliate or creditor of any Borrower or any other Person (all the foregoing in this clause (ivd), collectively, the “indemnified liabilitiesIndemnified Liabilities”) and (e) to pay reasonable and documented or invoiced fees for appraisals and field examinations required by subsection 7.6(b) and the preparation of Reports related thereto in each calendar year based on the fees charged by third parties retained by the Administrative Agent (notwithstanding any reference to “out-of-pocket” above in this subsection 11.5); provided that any Borrower shall not have any obligation hereunder to the Administrative Agent, any other Agent, any Issuing Lender or any Lender (or any of their respective affiliates, or any of their respective officers, directors, employees, shareholders, members, attorneys and other advisors, agents and controlling persons with respect to Indemnified Liabilities arising from (i) the gross negligence, bad faith or willful misconduct (as determined by a court of competent jurisdiction in a final non-appealable decision, or by settlement tantamount thereto) of the Administrative Agent, any such other Agent, any LC Facility Issuing Lender or any such Lender (or any of their respective affiliates, or any of their respective officers, directors, employees, shareholders, members, agents, attorneys and other advisors, successors and controlling persons), (ii) claims made or legal proceedings commenced against the Administrative Agent, any other Agent, any Issuing Lender or any such Lender by any security holder or creditor thereof arising out of and based upon rights afforded any such security holder or creditor solely in its capacity as such, (iii) claims of any Indemnitee (or any Related Party thereof) solely against one or more Indemnitees (or any Related Party thereof or disputes between or among Indemnitees (or any Related Party thereof) in each case except to the extent such claim is determined to have been caused by an act or omission by the Parent Borrower or any of its Subsidiaries or such dispute involves any Agent in its capacity as such and (iv) a material breach of the Loan Documents by the applicable Indemnitee (or any Related Party thereof). To the fullest extent permitted under applicable law, no Indemnitee shall be liable for any consequential or punitive damages in connection with the Facility. All amounts due under this subsection shall be payable not later than 30 days after written demand therefor. Statements reflecting amounts payable by the Loan Parties pursuant to this subsection 11.5 shall be submitted to the address of the Borrowers set forth in subsection 11.2, or to such other Person or address as may be hereafter designated by the Parent Borrower in a notice to the Administrative Agent. Notwithstanding the foregoing, except as provided in clauses (b) and (c) above and in Section 4, the Borrowers shall have no obligation hereunder under this 241 subsection 11.5 to any Indemnitee with respect to indemnified liabilities arising from the gross negligence any Taxes imposed, levied, collected, withheld or willful misconduct of such Indemnitee as determined assessed by a final non-appealable judgment of a court of competent jurisdiction; and provided, further, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to claims that do not involve an act or omission of the Borrower or any of its Affiliates and that is brought by the Administrative Agent or any Lender against any other Lender (other than claims against any of the Administrative Agent or the Lenders or their Affiliates in their respective capacity as the Administrative Agent or any similar role under this Agreement)Governmental Authority. The agreements in this Section 12.5 subsection shall survive repayment of the Loans Loans, the L/C Obligations and all other amounts payable hereunder. Each of the Lenders and the Administrative Agent agree that any and all of their respective rights under this Agreement and any other agreements contemplated hereby and thereby, including recourse for any obligation or claim for any indemnification thereunder, is limited to recourse to the Borrower and its assets as contemplated hereby, and none of the direct or indirect limited partners, partners, shareholders, members of the Borrower or any of their respective employees, directors or officers shall have any obligations or liability, or be subject to any recourse, in respect of any such obligations or claims hereunder or thereunder.

Payment of Expenses and Taxes. The Borrowers jointly and severally agree (a) The Borrower agrees (i) to pay or reimburse the Administrative Agent and the Arranger for all of its their reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation preparation, negotiation, printing and execution of, and any amendment, supplement or modification to, this Credit Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (including the syndication of the Commitments)thereby, including together with the reasonable fees, fees and disbursements and other charges of one counsel to the Administrative AgentAgent and the Arranger, (iib) to pay or reimburse each Lender and the Administrative Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under, or “workout” or restructuring of, under this Credit Agreement and any such the other documentsCredit Documents, including including, without limitation, the reasonable fees, fees and disbursements and other charges of counsel to each Lender and of counsel to the Administrative AgentAgent and to the Lenders, and (iiic) on demand, to pay, indemnify, defend and hold harmless each Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, 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 Credit Documents and any such other documents documents, (collectively, “Other Taxes”), except d) to pay or reimburse each Lender and the Administrative Agent for any such Other Taxes attributable costs, fees or expenses incurred in connection with any investigation (including, without limitation, background checks) performed to an assignment determine whether any Borrower or participationany officer, director, shareholder or affiliate of any Borrower has violated any Anti-Terrorism Laws or other similar law and (ive) to pay, indemnify, defend and hold harmless each Lender and the Administrative Agent and their respective Related Parties (collectively, the “Indemnitees”) Affiliates harmless from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including reasonable and documented fees, disbursements and other charges of counsel incurred in connection with any investigative, administrative or judicial proceeding commenced or threatened by the Borrower or any other Person, whether or not any such Indemnitee shall be designated as a party or potential party thereto, and any fees or expenses incurred by any Indemnitee in enforcing this indemnity), whether direct, indirect or consequential, whether based on strict liability or negligence, and whether based on any federal, provincial or foreign laws, statutes, rules, regulations or guidelines (including Environmental Laws), common law, equity, contract or otherwise that may be imposed on, incurred by or asserted against any Indemnitee, in any manner arising out of or relating respect to (A) this Agreement and any other agreements or documents contemplated hereby or thereby, the other transactions contemplated hereby (including the execution, delivery, enforcement, performance and administration of this Agreement the Credit Documents and any such other documents and the breach by the Borrower ofuse, or default by the Borrower underproposed use, any of proceeds of the provisions of this Agreement or any Loan, or the use or proposed use Loans (all of the proceeds thereof), (B) the violation of, non-compliance with or liability under, any Environmental Law applicable to the operations of the Borrower or any of its Subsidiaries or applicable to any of the Real Estate, or (C) any Environmental Claim or any Hazardous Materials relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, possession or control, or practice of, the Borrower or any of its Subsidiaries from time to time (all the foregoing in this clause (iv)foregoing, collectively, the “indemnified liabilities”); provided provided, however, that the Borrower Borrowers shall not have no any obligation hereunder to any Indemnitee Agent or any Lender or any Affiliate thereof with respect to indemnified liabilities to the extent (i) arising from the gross negligence or willful misconduct of such Indemnitee as determined by a final non-appealable judgment of a court of competent jurisdiction; and provided, further, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to claims that do not involve an act or omission of the Borrower or any of its Affiliates and that is brought by the Administrative Agent or any such Lender against or any other such Affiliate, as determined by a court of competent jurisdiction or (ii) relating to disputes among any Lender (other than claims against any of or Affiliate thereof and the Administrative Agent or one or more other Lender or Affiliate thereof unless such dispute is related to this Credit Agreement or the Lenders Extensions of Credit hereunder. No Borrower shall be required to indemnify any Indemnified Party for any amount paid or their Affiliates payable to any Indemnified Party in their respective capacity as the Administrative Agent compromise or settlement of any similar role action, proceeding or investigation without the prior written consent of the Company, which consent shall not be unreasonably withheld. Promptly after receipt by an Indemnified Party of notice of its involvement in any action, proceeding or investigation, such Indemnified Party shall, if a claim for indemnification in respect thereof is to be made against the Company under this Credit Agreement), promptly notify the Company in writing of such involvement. Failure by the Indemnified Party to so notify the Company shall not relieve the Company from the obligation to indemnify the Indemnified Party under this Credit Agreement except to the extent that the Company suffers actual prejudice as a result of such failure, and shall not relieve the Company from its obligation to provide reimbursement and contribution to the Indemnified Party. It is acknowledged and agreed that each Indemnified Party shall cooperate with the Company in good faith to coordinate a mutual defense strategy and to enter into joint defense agreements and will use commercially reasonable efforts to minimize the costs thereof including, without limitation, (i) the delivery of periodic updates with respect to legal and other expenses incurred, (ii) limiting the engagement of legal counsel to one law firm at any one time (excluding local counsel which may be engaged as deemed necessary by the Indemnified Party) and (iii) the taking of such other measures in connection therewith as may be reasonably requested by the Company. The agreements in this Section 12.5 9.4 shall survive repayment of the Loans and all other amounts payable hereunder. Each of the Lenders and the Administrative Agent agree that any and all of their respective rights under this Agreement and any other agreements contemplated hereby and thereby, including recourse for any obligation or claim for any indemnification thereunder, is limited to recourse to the Borrower and its assets as contemplated hereby, and none of the direct or indirect limited partners, partners, shareholders, members of the Borrower or any of their respective employees, directors or officers shall have any obligations or liability, or be subject to any recourse, in respect of any such obligations or claims hereunder or thereunderObligations.

Payment of Expenses and Taxes. (a) The Borrower agrees (ia) to pay or reimburse each of the Administrative Agent and the Collateral Agent for all of its reasonable and documented out-of-pocket costs and expenses reasonably incurred in connection with (i) the development, preparation negotiation, preparation, execution and execution of, and any amendment, supplement or modification to, delivery of this Agreement and any other documents prepared in connection herewith or therewith, including any amendment, supplement or modification to any of the foregoing and (ii) the consummation and administration of the transactions contemplated hereby and thereby (including the syndication of the Commitments)thereby, including and the reasonable fees, fees and disbursements and other charges of one counsel to the Administrative Agent, the Collateral Agent and the Arrangers, taken as a whole (iiand, to the extent necessary, one local counsel in each relevant jurisdiction for all such entities, taken as a whole and, solely in the case of an actual or potential conflict of interest, one additional local counsel in each relevant jurisdiction to the affected entities similarly situated, taken as a whole), and security interest filing and recording fees and expenses, (b) to pay or reimburse the Administrative Agent, the Collateral Agent and each Lender and the Administrative Agent for all its reasonable and documented costs and expenses reasonably incurred in connection with the enforcement or preservation of any rights underunder this Agreement, or “workout” or restructuring of, this Agreement the other Loan Documents and any such other documentsdocuments following the occurrence and during the continuance of an Event of Default, including without limitation, the reasonable fees, fees and disbursements and other charges of counsel to each Lender and of one counsel to the Administrative Agent, the Collateral Agent and the Lenders and each of their respective affiliates, taken as a whole (iiiand, to the extent reasonably necessary, one local counsel in each relevant jurisdiction for all such entities, taken as a whole, and, solely in the case of an actual or potential conflict of interest, one additional local counsel in each relevant jurisdiction to the affected entities similarly situated, taken as a whole), (c) to pay, indemnify, defend and indemnify and hold harmless each Lender Lender, each Arranger, the Collateral Agent and the Administrative Agent from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, that which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement Agreement, the other Loan Documents and any such other documents (collectively, “Other Taxes”), except for any such Other Taxes attributable without duplication to an assignment or participation, payments made pursuant to Section 2.19) and (ivd) to pay, indemnify, defend and indemnify and hold harmless each Lender and Lender, each Arranger, the Collateral Agent, the Administrative Agent and each of their respective Related Parties Affiliates, directors, officers, employees, representatives, partners and agents (collectivelyeach, the an “IndemniteesIndemnitee”) from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including reasonable and documented fees, disbursements and other charges of counsel incurred in connection with any investigative, administrative or judicial proceeding commenced or threatened by the Borrower or any other Person, whether or not any such Indemnitee shall be designated as a party or potential party thereto, and any fees or expenses incurred by any Indemnitee in enforcing this indemnity), whether direct, indirect or consequential, whether based on strict liability or negligence, and whether based on any federal, provincial or foreign laws, statutes, rules, regulations or guidelines (including Environmental Laws), common law, equity, contract or otherwise that may be imposed on, incurred by or asserted against any Indemnitee, in any manner arising out of or relating respect to (A) this Agreement and any other agreements or documents contemplated hereby or thereby, the other transactions contemplated hereby (including the execution, delivery, enforcement, performance performance, preservation of rights and administration of this Agreement and Agreement, the breach by the Borrower of, or default by the Borrower under, any of the provisions of this Agreement or any Loan, other Loan Documents or the use or proposed use of the proceeds thereof), (B) of the Term Loans or any of the foregoing relating to the violation of, non-compliance noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower Loan Parties or any of its Subsidiaries their respective properties and the reasonable fees and expenses of one legal counsel for the Indemnitees taken as a whole in connection with claims, actions or applicable to proceedings by any of the Real Estate, or (C) Indemnitee against any Environmental Claim or Loan Party under any Hazardous Materials relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, possession or control, or practice of, the Borrower or any of its Subsidiaries from time to time Loan Document (all the foregoing in this clause (ivd), collectively, the “indemnified liabilities”); provided that the Borrower shall have no obligation hereunder to any Indemnitee with respect to indemnified liabilities arising to the extent (x) determined by the final judgment of a court of competent jurisdiction to have resulted from the bad faith, gross negligence or willful misconduct of such Indemnitee or any of such Indemnitee’s Related Persons, (y) resulting from a material breach by such Indemnitee or any of such Indemnitee’s Related Persons of its material obligations under this Agreement or the other Loan Documents or (z) related to any dispute solely among Indemnitees other than any claims against any Indemnitee in its capacity or in fulfilling its role as determined by a final non-appealable judgment an Agent, an Arranger or any similar role under this Agreement and the other Loan Documents and other than any claims involving any act or omission on the part of a court of competent jurisdictionthe Borrower or its Subsidiaries; and provided, further, that the Borrower shall have in no obligation hereunder event be responsible for consequential, indirect, special or punitive damages to any Indemnitee pursuant to this Section 9.5 except such consequential, indirect, special or punitive damages required to be paid by such Indemnitee in respect of any indemnified liabilities. 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 claims all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that do any of them might have by statute or otherwise against any Indemnitee related to the indemnified liabilities. To the extent permitted by applicable law, no Loan Party nor any of their respective Subsidiaries shall assert, and each Loan Party hereby waives, on behalf of itself and its Subsidiaries, any claim against each Lender, each Arranger, each Agent and their respective affiliates, directors, officers, employees, attorneys, representatives, agents or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not involve an the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to, this Agreement or any Loan Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Term Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and each Loan Party hereby waives, releases and agrees, on behalf of themselves and each of their respective Subsidiaries, not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. All amounts due under this Section 9.5 shall be payable not later than 10 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 9.5 shall be submitted to the Treasurer of the Borrower (Telecopy No. 713-353-9137), at the address of the Borrower set forth in Section 9.2 (with copies (which shall not constitute notice) to the Associate General Counsel of the Borrower at the respective addresses set forth in Section 9.2), or any of its Affiliates and that is brought to such other Person or address as may be hereafter designated by the Administrative Agent or any Lender against any other Lender (other than claims against any of Borrower in a written notice to the Administrative Agent or the Lenders or their Affiliates in their respective capacity as the Administrative Agent or any similar role under this Agreement)Agent. The agreements in this Section 12.5 shall survive repayment of the Term Loans and all other amounts payable hereunder. Each of the Lenders and the Administrative Agent agree that any and all of their respective rights under this Agreement and any other agreements contemplated hereby and thereby, including recourse for any obligation or claim for any indemnification thereunder, is limited to recourse to the Borrower and its assets as contemplated hereby, and none of the direct or indirect limited partners, partners, shareholders, members of the Borrower or any of their respective employees, directors or officers shall have any obligations or liability, or be subject to any recourse, in respect of any such obligations or claims hereunder or thereunder.

Payment of Expenses and Taxes. The Company agrees (a) The Borrower agrees (i) to pay or reimburse the Administrative Agent for all of its reasonable 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 syndication of the Facility, the consummation and administration of the transactions contemplated hereby and thereby and any amendment or waiver with respect thereto, including, without limitation, (including the syndication of the Commitments), including i) the reasonable feesfees and disbursements of Weil, disbursements Gotshal & Xxxxxx LLP and other charges of one local counsel to the Administrative Agentin each relevant jurisdiction, (ii) filing and recording fees and expenses and (iii) the charges of Intralinks, (b) to pay or reimburse each Lender and the Administrative Agent for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under, or “workout” or restructuring of, under this Agreement and any such the other documentsLoan Documents, including the reasonable fees, fees and disbursements and other charges of counsel to each Lender and of one primary counsel to the Administrative Agent, which counsel shall act on behalf of all Lenders (iiiand if necessary or advisable one local counsel in each relevant jurisdiction and, in the event of any conflict of interest, if necessary or advisable one additional primary counsel (and if necessary or advisable one local counsel in each relevant jurisdiction) to represent all Lenders (other than the Administrative Agent), (c) to pay, indemnify, defend and hold harmless indemnify or reimburse each Lender and the Administrative Agent for, and hold each Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, 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 Agreement, the other Loan Documents and any such other documents (collectively, “Other Taxes”), except for any such Other Taxes attributable to an assignment or participationdocuments, and (ivd) to pay, indemnifyindemnify or reimburse each Lender, defend and hold harmless each Lender and the Administrative Agent Agent, their respective affiliates, and their respective Related Parties officers, directors, partners, employees, advisors, agents, controlling persons and trustees (collectivelyeach, the an “IndemniteesIndemnitee”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including reasonable and documented feesother than with respect to taxes not specifically provided for herein, disbursements and other charges of counsel incurred in connection with any investigative, administrative or judicial proceeding commenced or threatened by the Borrower or any other Person, whether or not any such Indemnitee which shall be designated as a party governed exclusively by Section 2.15 or potential party theretowith respect to the costs, and any fees losses or expenses incurred which are of the type covered by any Indemnitee in enforcing this indemnitySection 2.14 or Section 2.15(g), whether direct, indirect or consequential, whether based on strict liability or negligence, and whether based on any federal, provincial or foreign laws, statutes, rules, regulations or guidelines (including Environmental Laws), common law, equity, contract or otherwise that may be imposed on, incurred by or asserted against any Indemnitee, in any manner arising out of or relating ) with respect to (A) this Agreement and any other agreements or documents contemplated hereby or thereby, the other transactions contemplated hereby (including the execution, delivery, enforcement, performance and administration of this Agreement Agreement, the other Loan Documents and the breach by the Borrower ofany such other documents, or default by the Borrower underincluding, without limitation, any of the provisions of this Agreement or any Loan, or foregoing relating to the use or proposed use of proceeds of the proceeds thereof), (B) Loans or the violation of, non-compliance noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower Company or any of its Subsidiaries and the reasonable fees and expenses of legal counsel in connection with claims, actions or applicable to proceedings by any of the Real Estate, or (C) Indemnitee against any Environmental Claim or Loan Party under any Hazardous Materials relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, possession or control, or practice of, the Borrower or any of its Subsidiaries from time to time Loan Document (all the foregoing in this clause (ivd), collectively, the “indemnified liabilitiesIndemnified Liabilities”); provided , provided, that the Borrower Company shall have no obligation hereunder to any Indemnitee with respect to indemnified liabilities arising Indemnified Liabilities to the extent such Indemnified Liabilities resulted from the gross negligence or willful misconduct of, or material breach of the Loan Documents by, such Indemnitee as determined Indemnitee, any of its affiliates or its or their respective officers, directors, partners, employees, advisors, agents, controlling persons or trustees. Without limiting the foregoing, and to the extent permitted by a final non-appealable judgment applicable law, the Company agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of a court of competent jurisdiction; and provided, further, that the Borrower shall have no obligation hereunder to any Indemnitee recovery with respect to claims all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that do not involve an act any of them might have by statute or omission otherwise against any Indemnitee unless the same shall have resulted from the gross negligence or willful misconduct of, or material breach of the Borrower or Loan Documents by, such Indemnitee, any of its Affiliates affiliates or its or their respective officers, directors, partners, employees, advisors, agents, controlling persons or trustees. All amounts due under this Section 10.5 shall be payable not later than 30 Business Days after the party to whom such amount is owed has provided a statement or invoice therefor, setting forth in reasonable detail, the amount due and the relevant provision of this Section 10.5 under which such amount is payable by the Company. For purposes of the preceding sentence, it is understood and agreed that the Company may ask for reasonable supporting documentation to support any request to reimburse or pay out of pocket expenses, legal fees and disbursements and that is brought the grace period to pay any such amounts shall not commence until such supporting documentation has been received by the Administrative Agent or any Lender against any other Lender (other than claims against any Company. Statements payable by the Company pursuant to this Section 10.5 shall be submitted to the Company at the address of the Administrative Agent Company set forth in Section 10.2, or to such other Person or address as may be hereafter designated by the Lenders or their Affiliates Company in their respective capacity as a written notice to the Administrative Agent or any similar role under this Agreement)Agent. The agreements in this Section 12.5 10.5 shall survive repayment of the Loans and all other amounts payable hereunder. Each of the Lenders and the Administrative Agent agree that any and all of their respective rights under this Agreement and any other agreements contemplated hereby and thereby, including recourse for any obligation or claim for any indemnification thereunder, is limited to recourse to the Borrower and its assets as contemplated hereby, and none of the direct or indirect limited partners, partners, shareholders, members of the Borrower or any of their respective employees, directors or officers shall have any obligations or liability, or be subject to any recourse, in respect of any such obligations or claims hereunder or thereunder.

Payment of Expenses and Taxes. (a) The Borrower agrees (ia) to pay or reimburse the Administrative Agent for all of its reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation preparation, negotiation, printing and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (including the syndication of the Commitments)thereby, including together with the reasonable fees, fees and disbursements and other charges of one counsel to the Administrative Agent, Agent or (iib) to pay or reimburse each Lender and the Administrative Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights underunder this Agreement, or “workout” or restructuring of, this Agreement the Notes and any such other documents, including including, without limitation, the reasonable fees, fees and disbursements and other charges of counsel to each Lender and of counsel to the Administrative AgentAgent and to the Lenders (including reasonable allocated costs of in-house legal counsel), and (iiic) on demand, to pay, indemnify, defend and hold harmless each Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, 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 Credit Documents and any such other documents (collectively, “Other Taxes”), except for any such Other Taxes attributable to an assignment or participationdocuments, and (ivd) to pay, indemnify, defend and hold harmless each Lender and the Administrative Agent and their respective Related Parties (collectively, the “Indemnitees”) Affiliates harmless from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including reasonable and documented fees, disbursements and other charges of counsel incurred in connection with any investigative, administrative or judicial proceeding commenced or threatened by the Borrower or any other Person, whether or not any such Indemnitee shall be designated as a party or potential party thereto, and any fees or expenses incurred by any Indemnitee in enforcing this indemnity), whether direct, indirect or consequential, whether based on strict liability or negligence, and whether based on any federal, provincial or foreign laws, statutes, rules, regulations or guidelines (including Environmental Laws), common law, equity, contract or otherwise that may be imposed on, incurred by or asserted against any Indemnitee, in any manner arising out of or relating respect to (A) this Agreement and any other agreements or documents contemplated hereby or thereby, the other transactions contemplated hereby (including the execution, delivery, enforcement, performance and administration of this Agreement the Credit Documents and any such other documents and the breach by the Borrower ofuse, or default by the Borrower underproposed use, any of proceeds of the provisions of this Agreement or any Loan, or the use or proposed use Loans (all of the proceeds thereof), (B) the violation of, non-compliance with or liability under, any Environmental Law applicable to the operations of the Borrower or any of its Subsidiaries or applicable to any of the Real Estate, or (C) any Environmental Claim or any Hazardous Materials relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, possession or control, or practice of, the Borrower or any of its Subsidiaries from time to time (all the foregoing in this clause (iv)foregoing, collectively, the “indemnified liabilities”"INDEMNIFIED LIABILITIES"); provided PROVIDED, HOWEVER, that the Borrower shall not have no any obligation hereunder to the Administrative Agent or any Indemnitee Lender with respect to indemnified liabilities arising from the gross negligence or willful misconduct of the Administrative Agent or any such Indemnitee Lender, as determined by a final non-appealable judgment of a court of competent jurisdiction; and provided, further, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to claims that do not involve an act or omission of the Borrower or any of its Affiliates and that is brought by the Administrative Agent or any Lender against any other Lender (other than claims against any of the Administrative Agent or the Lenders or their Affiliates in their respective capacity as the Administrative Agent or any similar role under this Agreement). The agreements in this Section 12.5 9.5 shall survive repayment of the Loans Loans, Notes and all other amounts payable hereunder. Each of the Lenders and the Administrative Agent agree that any and all of their respective rights under this Agreement and any other agreements contemplated hereby and thereby, including recourse for any obligation or claim for any indemnification thereunder, is limited to recourse to the Borrower and its assets as contemplated hereby, and none of the direct or indirect limited partners, partners, shareholders, members of the Borrower or any of their respective employees, directors or officers shall have any obligations or liability, or be subject to any recourse, in respect of any such obligations or claims hereunder or thereunder.

Payment of Expenses and Taxes. (a) The Borrower agrees (ia) to pay or reimburse each of the Administrative Agent and the Collateral Agent for all of its reasonable and documented out-of-pocket costs and expenses reasonably incurred in connection with (i) the development, preparation negotiation, preparation, execution and execution of, and any amendment, supplement or modification to, delivery of this Agreement and any other documents prepared in connection herewith or therewith, including any amendment, supplement or modification to any of the foregoing and (ii) the consummation and administration of the transactions contemplated hereby and thereby (including the syndication of the Commitments)thereby, including and the reasonable fees, fees and disbursements and other charges of one counsel to the Administrative Agent, the Collateral Agent and the Arrangers, taken as a whole (iiand, to the extent necessary, one local counsel in each relevant jurisdiction for all such entities, taken as a whole and, solely in the case of an actual or potential conflict of interest, one additional local counsel in each relevant jurisdiction to the affected entities similarly situated, taken as a whole), and security interest filing and recording fees and expenses, (b) to pay or reimburse the Administrative Agent, the Collateral Agent and each Lender and the Administrative Agent for all its reasonable and documented costs and expenses reasonably incurred in connection with the enforcement or preservation of any rights underunder this Agreement, or “workout” or restructuring of, this Agreement the other Loan Documents and any such other documentsdocuments following the occurrence and during the continuance of an Event of Default, including without limitation, the reasonable fees, fees and disbursements and other charges of counsel to each Lender and of one counsel to the Administrative Agent, the Collateral Agent and the Lenders and each of their respective affiliates, taken as a whole (iiiand, to the extent reasonably necessary, one local counsel in each relevant jurisdiction for all such entities, taken as a whole, and, solely in the case of an actual or potential conflict of interest, one additional local counsel in each relevant jurisdiction to the affected entities similarly situated, taken as a whole), (c) to pay, indemnify, defend and indemnify and hold harmless each Lender Lender, each Arranger, each Documentation Agent, the Collateral Agent and the Administrative Agent from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, that which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement Agreement, the other Loan Documents and any such other documents (collectively, “Other Taxes”), except for any such Other Taxes attributable without duplication to an assignment or participation, payments made pursuant to Section 2.19) and (ivd) to pay, indemnify, defend and indemnify and hold harmless each Lender and Lender, each Arranger, each Documentation Agent, the Collateral Agent, the Administrative Agent and each of their respective Related Parties Affiliates, directors, officers, employees, representatives, partners and agents (collectivelyeach, the an “IndemniteesIndemnitee”) from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including reasonable and documented fees, disbursements and other charges of counsel incurred in connection with any investigative, administrative or judicial proceeding commenced or threatened by the Borrower or any other Person, whether or not any such Indemnitee shall be designated as a party or potential party thereto, and any fees or expenses incurred by any Indemnitee in enforcing this indemnity), whether direct, indirect or consequential, whether based on strict liability or negligence, and whether based on any federal, provincial or foreign laws, statutes, rules, regulations or guidelines (including Environmental Laws), common law, equity, contract or otherwise that may be imposed on, incurred by or asserted against any Indemnitee, in any manner arising out of or relating respect to (A) this Agreement and any other agreements or documents contemplated hereby or thereby, the other transactions contemplated hereby (including the execution, delivery, enforcement, performance performance, preservation of rights and administration of this Agreement and Agreement, the breach by the Borrower of, or default by the Borrower under, any of the provisions of this Agreement or any Loan, other Loan Documents or the use or proposed use of the proceeds thereof), (B) of the Term Loans or any of the foregoing relating to the violation of, non-compliance noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower Loan Parties or any of its Subsidiaries their respective properties and the reasonable fees and expenses of one legal counsel for the Indemnitees taken as a whole in connection with claims, actions or applicable to proceedings by any of the Real Estate, or (C) Indemnitee against any Environmental Claim or Loan Party under any Hazardous Materials relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, possession or control, or practice of, the Borrower or any of its Subsidiaries from time to time Loan Document (all the foregoing in this clause (ivd), collectively, the “indemnified liabilities”); provided that the Borrower shall have no obligation hereunder to any Indemnitee with respect to indemnified liabilities arising to the extent (x) determined by the final judgment of a court of competent jurisdiction to have resulted from the bad faith, gross negligence or willful misconduct of such Indemnitee or any of such Indemnitee’s Related Persons, (y) resulting from a material breach by such Indemnitee or any of such Indemnitee’s Related Persons of its material obligations under this Agreement or the other Loan Documents or (z) related to any dispute solely among Indemnitees other than any claims against any Indemnitee in its capacity or in fulfilling its role as determined by a final non-appealable judgment an Agent, an Arranger or any similar role under this Agreement and the other Loan Documents and other than any claims involving any act or omission on the part of a court of competent jurisdictionthe Borrower or its Subsidiaries; and provided, further, that the Borrower shall have in no obligation hereunder event be responsible for consequential, indirect, special or punitive damages to any Indemnitee pursuant to this Section 9.5 except such consequential, indirect, special or punitive damages required to be paid by such Indemnitee in respect of any indemnified liabilities. 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 claims all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that do any of them might have by statute or otherwise against any Indemnitee related to the indemnified liabilities. To the extent permitted by applicable law, no Loan Party nor any of their respective Subsidiaries shall assert, and each Loan Party hereby waives, on behalf of itself and its Subsidiaries, any claim against each Lender, each Documentation Agent, each Arranger, each Agent and their respective affiliates, directors, officers, employees, attorneys, representatives, agents or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not involve an the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to, this Agreement or any Loan Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Term Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and each Loan Party hereby waives, releases and agrees, on behalf of themselves and each of their respective Subsidiaries, not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. All amounts due under this Section 9.5 shall be payable not later than 10 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 9.5 shall be submitted to the Treasurer of the Borrower (Telecopy No. 713-353-9137), at the address of the Borrower set forth in Section 9.2 (with copies (which shall not constitute notice) to the Associate General Counsel of the Borrower at the respective addresses set forth in Section 9.2), or any of its Affiliates and that is brought to such other Person or address as may be hereafter designated by the Administrative Agent or any Lender against any other Lender (other than claims against any of Borrower in a written notice to the Administrative Agent or the Lenders or their Affiliates in their respective capacity as the Administrative Agent or any similar role under this Agreement)Agent. The agreements in this Section 12.5 shall survive repayment of the Term Loans and all other amounts payable hereunder. Each of the Lenders and the Administrative Agent agree that any and all of their respective rights under this Agreement and any other agreements contemplated hereby and thereby, including recourse for any obligation or claim for any indemnification thereunder, is limited to recourse to the Borrower and its assets as contemplated hereby, and none of the direct or indirect limited partners, partners, shareholders, members of the Borrower or any of their respective employees, directors or officers shall have any obligations or liability, or be subject to any recourse, in respect of any such obligations or claims hereunder or thereunder.

Payment of Expenses and Taxes. The Borrowers, jointly and severally, agree (a) The Borrower agrees (i) to pay or reimburse the Administrative Agent Agents and the Other Representatives for (1) all their reasonable and documented out-of-pocket costs and expenses incurred in connection with (i) the syndication of the Facilities and the development, preparation, execution and 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, (ii) the consummation and administration of the transactions (including the syndication of the Initial Term Loan Commitments) contemplated hereby and thereby and (iii) efforts to monitor the Loans and verify, 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 Xxxx Xxxxxxxx LLP, in its capacity as counsel to the Agents and Other Representatives, and such other special 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 Representative, (b) to pay or reimburse each Lender, each Lead Arranger and the Agents for all of its their reasonable and documented out-of-pocket costs and expenses incurred in connection with the developmentenforcement or preservation of any rights under this Agreement, preparation and execution of, and any amendment, supplement or modification to, this Agreement 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 syndication of the Commitments), including the reasonable fees, fees and disbursements and other charges of one counsel to the Administrative Agent, (ii) to pay or reimburse each Lender and the Administrative Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under, or “workout” or restructuring of, this Agreement and any such other documents, including the reasonable fees, disbursements and other charges of counsel to each Lender and of counsel to the Administrative AgentAgents and the Lenders(limited to one firm of counsel in each appropriate jurisdiction, in each case for the Agents), (iiic) to pay, indemnify, defend or reimburse each Lender, each Lead Arranger and the Agents for, and hold harmless each Lender Lender, each Lead Arranger and the Administrative Agent 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, 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 Agreement, the other Loan Documents and any such other documents (collectively, “Other Taxes”), except for any such Other Taxes attributable to an assignment or participationdocuments, and (ivd) to pay, indemnifyindemnify or reimburse each Lender, defend each Lead Arranger, each Agent (and any sub-agent thereof) and each Related Party of any of the foregoing Persons (each, an “Indemnitee”) for, and hold each Indemnitee harmless each Lender and the Administrative Agent and their respective Related Parties (collectively, the “Indemnitees”) from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including reasonable in the case of fees and documented feesdisbursements of counsel, disbursements and other charges limited to one firm of counsel incurred for all Indemnitees and, if necessary, one firm of local counsel in connection with any investigativeeach appropriate jurisdiction, administrative in each case for all Indemnitees (and, in the case of an actual or judicial proceeding commenced or threatened perceived conflict of interest where the Indemnitee affected by such conflict informs the Borrower or any other PersonRepresentative of such conflict and thereafter, whether or after receipt of the Borrower Representative’s consent (which shall not any such Indemnitee shall be designated as a party or potential party thereto, and any fees or expenses incurred by any Indemnitee in enforcing this indemnityunreasonably withheld), whether directretains its own counsel, indirect or consequential, whether based on strict liability or negligence, and whether based on any federal, provincial or foreign laws, statutes, rules, regulations or guidelines (including Environmental Lawsof another firm of counsel for such affected Indemnitee), common law, equity, contract or otherwise that may be imposed on, incurred by or asserted against any Indemnitee, in any manner arising out of or relating ) with respect to (Ai) this Agreement and any other agreements or documents contemplated hereby or thereby, the other transactions contemplated hereby (including the execution, delivery, enforcement, performance and administration of this Agreement Agreement, the other Loan Documents and the breach by the Borrower ofany such other documents, or default by the Borrower under, including any of the provisions of this Agreement or any Loan, or foregoing relating to the use or proposed use of proceeds of the proceeds thereof)Loans, (Bii) the violation of, non-compliance noncompliance with or liability under, any Environmental Law applicable to the operations of the Parent Borrower or any of its Restricted Subsidiaries or applicable to any of the Real Estate, or (C) any Environmental Claim or any Hazardous Materials relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, possession or control, or practice of, property of the Parent Borrower or any of its Restricted Subsidiaries from time or any other property at which Materials of Environmental Concern generated by the Parent 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 time any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or any Loan Party and regardless of whether any Indemnitee is a party thereto (all the foregoing in this clause (ivd), collectively, the “indemnified liabilitiesIndemnified Liabilities”), provided that the Borrowers shall not have any obligation hereunder to any Lead Arranger, any Other Representative, any Agent (or any sub-agent thereof) or any Lender (or any Related Party of any such Lead Arranger, Other Representative, Agent (or any sub-agent thereof) or Lender ) with respect to Indemnified Liabilities arising from (i) the gross negligence, bad faith or willful misconduct of any such Lead Arranger, Other Representative, Agent (or any sub-agent thereof) or Lender (or any Related Party of any such Lead Arranger, Other Representative, Agent (or any sub-agent thereof) or Lender), as the case may be, as determined by a court of competent jurisdiction in a final and non-appealable decision, (ii) a material breach of the Loan Documents by any such Lead Arranger, Other Representative, Agent (or any sub-agent thereof) or Lender (or any Related Party of any such Lead Arranger, Other Representative, Agent (or any sub-agent thereof) or Lender), as the case may be, as determined by a court of competent jurisdiction in a final and non-appealable decision or (iii) claims against such Indemnitee or any Related Party brought by any other Indemnitee that do not involve claims against any Lead Arranger or Agent in its capacity as such. Neither the Borrowers nor any Indemnitee shall be liable for any indirect, special, punitive or consequential damages hereunder; provided that nothing contained in this sentence shall limit the Borrowers’ indemnity or reimbursement obligations under this Subsection 11.5 to the extent such indirect, special, punitive or consequential damages are included in any third-party claim in connection with which such Indemnitee is entitled to indemnification hereunder. All amounts due under this Subsection 11.5 shall be payable not later than 30 days after written demand therefor. Statements reflecting amounts payable by the Loan Parties pursuant to this Subsection 11.5 shall be submitted to the address of the Borrower Representative set forth in Subsection 11.2, or to such other Person or address as may be hereafter designated by the Borrower Representative in a notice to the Administrative Agent. Notwithstanding the foregoing, except as provided in Subsections 11.5(b) and (c) above, neither Borrower shall have no any obligation hereunder under this Subsection 11.5 to any Indemnitee with respect to indemnified liabilities arising from the gross negligence any tax, levy, impost, duty, charge, fee, deduction or willful misconduct of such Indemnitee as determined withholding imposed, levied, collected, withheld or assessed by a final non-appealable judgment of a court of competent jurisdiction; and provided, further, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to claims that do not involve an act or omission of the Borrower or any of its Affiliates and that is brought by the Administrative Agent or any Lender against any other Lender (other than claims against any of the Administrative Agent or the Lenders or their Affiliates in their respective capacity as the Administrative Agent or any similar role under this Agreement)Governmental Authority. The agreements in this Section 12.5 Subsection 11.5 shall survive repayment of the Loans and all other amounts payable hereunder. Each of the Lenders and the Administrative Agent agree that any and all of their respective rights under this Agreement and any other agreements contemplated hereby and thereby, including recourse for any obligation or claim for any indemnification thereunder, is limited to recourse to the Borrower and its assets as contemplated hereby, and none of the direct or indirect limited partners, partners, shareholders, members of the Borrower or any of their respective employees, directors or officers shall have any obligations or liability, or be subject to any recourse, in respect of any such obligations or claims hereunder or thereunder.

Payment of Expenses and Taxes. (a) The Borrower agrees (ia) to pay or reimburse the Administrative Agent for all of its reasonable and documented out-of-pocket costs and expenses incurred in connection with the syndication of the Loans and the Commitments under, and 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 syndication of the Commitments)thereby, including including, without limitation, the reasonable fees, fees and disbursements and other charges of one counsel to the Administrative Agent, (iib) to pay or reimburse each Lender and the Administrative Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights underunder this Agreement, or “workout” or restructuring of, this Agreement the other Loan Documents and any such other documentsdocuments prepared in connection herewith or therewith, including including, without limitation, the reasonable fees, fees and disbursements and other charges of one counsel to each Lender the Lenders and of counsel to the Administrative Agent, (iiic) to pay, indemnify, defend and indemnify and hold harmless each Lender and the Administrative Agent from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise excise, mortgage recording and other similar taxes, if any, that may be which are payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement Agreement, the other Loan Documents and any such other documents (collectively, “Other Taxes”), except for any such Other Taxes attributable to an assignment or participationdocuments, and (ivd) to pay, indemnify, defend and indemnify and hold harmless each Lender and the Administrative Agent and their respective Related Parties (collectively, the “Indemnitees”) from and against against, any and all other liabilitiesliabilities (excluding income taxes), obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including reasonable and documented fees, disbursements and other charges of counsel incurred in connection with any investigative, administrative or judicial proceeding commenced or threatened by the Borrower or any other Person, whether or not any such Indemnitee shall be designated as a party or potential party thereto, and any fees or expenses incurred by any Indemnitee in enforcing this indemnity), whether direct, indirect or consequential, whether based on strict liability or negligence, and whether based on any federal, provincial or foreign laws, statutes, rules, regulations or guidelines (including Environmental Laws), common law, equity, contract or otherwise that may be imposed on, incurred by or asserted against any Indemnitee, in any manner arising out of or relating respect to (A) this Agreement and any other agreements or documents contemplated hereby or thereby, the other transactions contemplated hereby (including the execution, delivery, enforcement, performance and administration of this Agreement Agreement, the other Loan Documents, the Stock Purchase Agreement, the Transactions, the Recapitalization or the use of the proceeds of the Extensions of Credit in connection with the Transactions or the Recapitalization, and the breach by the Borrower ofany such other documents, or default by the Borrower underincluding, without limitation, any of the provisions of this Agreement or any Loan, or the use or proposed use of the proceeds thereof), (B) foregoing relating to the violation of, non-compliance noncompliance with or liability under, under any Environmental Law applicable to the operations of the Borrower or Borrower, any of its Subsidiaries or applicable to any of the Real Estate, or (C) any Environmental Claim or any Hazardous Materials relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, possession or control, or practice of, the Borrower or any of its Subsidiaries from time to time Properties (all the foregoing in this clause (ivd), collectively, the “"indemnified liabilities”"); provided that the Borrower shall have no obligation hereunder to any Indemnitee with respect to indemnified liabilities arising from the gross negligence or willful misconduct of such Indemnitee as determined by a final non-appealable judgment of a court of competent jurisdiction; and , provided, further, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to claims that do not involve an act or omission of the Borrower or any of its Affiliates and that is brought by the Administrative Agent or any Lender against any other Lender with respect to indemnified liabilities arising from (other than claims against any i) the gross negligence or willful misconduct of the Administrative Agent or the Lenders any such Lender or their Affiliates in their respective capacity as (ii) legal proceedings commenced against the Administrative Agent or any similar role under this Agreement)such Lender by any security holder or creditor thereof arising out of and based upon rights afforded any such security holder or creditor solely in its capacity as such. The agreements in this Section 12.5 subsection shall survive repayment of the Loans and all other amounts payable hereunder. Each of the Lenders and the Administrative Agent agree that any and all of their respective rights under this Agreement and any other agreements contemplated hereby and thereby, including recourse for any obligation or claim for any indemnification thereunder, is limited to recourse to the Borrower and its assets as contemplated hereby, and none of the direct or indirect limited partners, partners, shareholders, members of the Borrower or any of their respective employees, directors or officers shall have any obligations or liability, or be subject to any recourse, in respect of any such obligations or claims hereunder or thereunder.

Payment of Expenses and Taxes. (a) The Borrower agrees (ia) to pay or reimburse the Administrative Agent and each Joint Lead Arranger for all of its reasonable and documented out-of-pocket costs and expenses incurred in connection with the syndication of the Facilities, 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 syndication of the Commitments), including the reasonable fees, disbursements and other charges of one outside counsel to for the Administrative AgentAgent and, if reasonably necessary, of one local counsel and one applicable regulatory counsel in each relevant material jurisdiction to all such Persons) and filing and recording fees and expenses and the charges of IntraLinks, in each case from time to time on a quarterly basis or such other periodic basis as the Administrative Agent shall deem appropriate, (iib) to pay or reimburse each Lender and the Administrative Agent (in the case of each Lender, after the occurrence and during the continuance of an Event of Default) for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights underunder this Agreement, or “workout” or restructuring of, this Agreement the other Loan Documents and any such other documents, including the reasonable fees and disbursements of counsel (including the fees, disbursements and other charges of one outside counsel to each Lender and of counsel to for the Administrative AgentAgent and one outside counsel for the Lenders and, solely in the case of a conflict of interest, one additional counsel for all affected Persons that are similarly situated (and, if reasonably necessary, of one local counsel and one applicable regulatory counsel in each relevant material jurisdiction for all such Persons)), (iiic) to pay, indemnify, defend and hold harmless each Lender and the Administrative 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, stamp, excise and other similar taxes, if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement Agreement, the other Loan Documents and any such other documents (collectively, “Other Taxes”), except for any such Other Taxes attributable to an assignment or participationdocuments, and (ivd) to pay, indemnify, defend and hold harmless each Lender Lender, each Joint Lead Arranger and the Administrative each Agent and their respective Related Parties officers, directors, trustees, employees, affiliates, agents, controlling persons and investment advisors who manage a Lender (collectivelyeach, the an “IndemniteesIndemnitee”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including reasonable and documented feeswith respect to the arrangement, disbursements and other charges of counsel incurred in connection with any investigative, administrative or judicial proceeding commenced or threatened by the Borrower or any other Person, whether or not any such Indemnitee shall be designated as a party or potential party thereto, and any fees or expenses incurred by any Indemnitee in enforcing this indemnity), whether direct, indirect or consequential, whether based on strict liability or negligence, and whether based on any federal, provincial or foreign laws, statutes, rules, regulations or guidelines (including Environmental Laws), common law, equity, contract or otherwise that may be imposed on, incurred by or asserted against any Indemnitee, in any manner arising out of or relating to (A) this Agreement and any other agreements or documents contemplated hereby or thereby, the other transactions contemplated hereby (including the execution, delivery, enforcement, performance and administration of this Agreement Agreement, the other Loan Documents and the breach by the Borrower ofany such other documents, or default by the Borrower under, including any of the provisions of this Agreement or any Loan, or foregoing relating to the use or proposed use of proceeds of the proceeds thereof), (B) Loans or the violation of, non-compliance noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower or any of its Subsidiaries or applicable to any of the Real EstateProperties or the use by unauthorized persons of information or other materials sent through electronic, telecommunications or (C) other information transmission systems that are intercepted by such persons without the consent of the Indemnitee and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Environmental Claim or Indemnitee against any Hazardous Materials relating to or arising from, directly or indirectly, Loan Party under any past or present activity, operation, land ownership, possession or control, or practice of, the Borrower or any of its Subsidiaries from time to time Loan Document (all the foregoing in this clause (ivd), collectively, the “indemnified liabilitiesIndemnified Liabilities”); provided that the Borrower shall have no obligation hereunder to any Indemnitee with respect to indemnified liabilities arising from the gross negligence or willful misconduct of such Indemnitee as determined by a final non-appealable judgment of a court of competent jurisdiction; and , provided, further, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to claims that do not involve an act Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence or omission willful misconduct of the Borrower such Indemnitee or any a material breach by such Indemnitee of its Affiliates and that is brought by the Administrative Agent or any Lender against any other Lender (other than claims against any of the Administrative Agent or the Lenders or their Affiliates in their respective capacity as the Administrative Agent or any similar role obligations under this Agreement). The agreements in this Section 12.5 shall survive repayment 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 so waive, all rights for contribution or any other rights of the Loans recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and all other amounts payable hereunder. Each expenses of the Lenders and the Administrative Agent agree whatever kind or nature, under or related to Environmental Laws, that any and all of their respective rights them might have by statute or otherwise against any Indemnitee. All amounts due under this Agreement and any other agreements contemplated hereby and thereby, including recourse for any obligation or claim for any indemnification thereunder, is limited to recourse to the Borrower and its assets as contemplated hereby, and none of the direct or indirect limited partners, partners, shareholders, members of the Borrower or any of their respective employees, directors or officers shall have any obligations or liability, or be subject to any recourse, in respect of any such obligations or claims hereunder or thereunder.77

Payment of Expenses and Taxes. (a) The Borrower agrees agrees, promptly upon presentation of a statement or invoice therefor, and whether any Loan is made (i) to pay or reimburse the Administrative Agent, the Documentation Agent, the Syndication Agent and the Co- Arrangers for all of its reasonable and documented their out-of-pocket costs and expenses reasonably incurred in connection with the development, preparation and execution of, of the Loan Documents and any amendment, supplement or modification tothereto (whether or not executed), this Agreement and any other documents prepared in connection herewith or therewith, therewith and the consummation and administration of the transactions contemplated hereby and thereby (including the syndication of the Commitments)thereby, including including, without limitation, the reasonable fees, fees and disbursements and other charges of one counsel to the Administrative AgentSpecial Counsel, (ii) to pay or reimburse each Lender the Administrative Agent, the Documentation Agent, the Syndication Agent, the Co- Arrangers, the Letter of Credit Issuer, and the Administrative Agent Lenders for all its reasonable and documented of their respective costs and expenses expenses, including, without limitation, reasonable fees and disbursements of counsel (including allocated costs of internal counsel), incurred in connection with (A) any Default or Event of Default and any enforcement or collection proceedings resulting therefrom or in connection with the negotiation of any restructuring or "work-out" (whether consummated or not) of the obligations of the Credit Parties under any of the Loan Documents and (B) the enforcement or preservation of any rights under, or “workout” or restructuring of, this Agreement and any such other documents, including the reasonable fees, disbursements and other charges of counsel to each Lender and of counsel to the Administrative AgentSection, (iii) to pay, indemnify, defend and hold harmless the Administrative Agent, the Documentation Agent, the Syndication Agent, the Co- Arrangers, the Letter of Credit Issuer and each Lender harmless from and the Administrative Agent fromagainst, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement the Loan Documents and any such other documents (collectively, “Other Taxes”), except for any such Other Taxes attributable to an assignment or participationdocuments, and (iv) to pay, indemnify, defend indemnify and hold harmless each Lender and the Administrative Agent Agent, the Documentation Agent, the Syndication Agent, the Co-Arrangers, the Letter of Credit Issuer and each Lender, and each of their respective Related Parties (collectivelyofficers, the “Indemnitees”) directors and employees, harmless from and against any and all other liabilities, obligations, claims, losses, damages, penalties, actions, judgments, suits, costs, expenses or and disbursements of any kind or nature whatsoever (including including, without limitation, reasonable counsel fees and documented fees, disbursements disbursements) with respect to the enforcement and other charges performance of counsel incurred in connection with any investigative, administrative or judicial proceeding commenced or threatened by the Borrower or any other Person, whether or not any such Indemnitee shall be designated as a party or potential party thereto, and any fees or expenses incurred by any Indemnitee in enforcing this indemnity), whether direct, indirect or consequential, whether based on strict liability or negligence, and whether based on any federal, provincial or foreign laws, statutes, rules, regulations or guidelines (including Environmental Laws), common law, equity, contract or otherwise that may be imposed on, incurred by or asserted against any Indemnitee, in any manner arising out of or relating to (A) this Agreement and any other agreements or documents contemplated hereby or therebyLoan Documents, the other transactions contemplated hereby (including use of the execution, delivery, enforcement, performance and administration proceeds of this Agreement the Loans and the breach by the Borrower of, or default by the Borrower under, any enforcement and performance of the provisions of this Agreement or any Loan, or the use or proposed use subordination agreement in favor of the proceeds thereof), (B) Administrative Agent and the violation of, non-compliance with or liability under, any Environmental Law applicable to the operations of the Borrower or any of its Subsidiaries or applicable to any of the Real Estate, or (C) any Environmental Claim or any Hazardous Materials relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, possession or control, or practice of, the Borrower or any of its Subsidiaries from time to time Lenders (all the foregoing in this clause (iv)foregoing, collectively, the “"indemnified liabilities”); provided ") and, if and to ----------------------- the extent that the foregoing indemnity may be unenforceable for any reason, the Borrower shall have no obligation hereunder agrees to any Indemnitee with respect to indemnified liabilities arising from make the gross negligence maximum payment permitted or willful misconduct of such Indemnitee as determined by a final non-appealable judgment of a court of competent jurisdictionnot prohibited under applicable law; and provided, furtherhowever, that the Borrower shall have no obligation hereunder to any Indemnitee with respect pay indemnified liabilities to claims that do not involve an act or omission of the Borrower or any of its Affiliates and that is brought by the Administrative Agent Agent, the Documentation Agent, the Syndication Agent, the Co-Arrangers, the Letter of Credit Issuer or any Lender against any other Lender (other than to the extent arising from such indemnified party's gross negligence or willful misconduct or claims against any of the Administrative Agent or the Lenders or their Affiliates in their respective capacity as the Administrative Agent or any similar role under this Agreement)between one indemnified party and another indemnified party. The agreements in this Section 12.5 shall survive repayment the termination of the Loans Aggregate Revolving Credit Commitments and the Swing Line Commitment and the payment of all other amounts payable hereunder. Each of under the Lenders and the Administrative Agent agree that any and all of their respective rights under this Agreement and any other agreements contemplated hereby and thereby, including recourse for any obligation or claim for any indemnification thereunder, is limited to recourse to the Borrower and its assets as contemplated hereby, and none of the direct or indirect limited partners, partners, shareholders, members of the Borrower or any of their respective employees, directors or officers shall have any obligations or liability, or be subject to any recourse, in respect of any such obligations or claims hereunder or thereunderLoan Documents.

Payment of Expenses and Taxes. (a) The Borrower agrees agrees, promptly upon presentation of a statement or invoice therefor, and whether any Loan or Swingline Loan is made or any Letter of Credit is issued, (i) to pay or reimburse the Administrative Agent for all of its reasonable and documented out-of-pocket out‑of‑pocket costs and expenses reasonably incurred in connection with the development, preparation preparation, negotiation and execution ofof the Loan Documents, the syndication of the loan transaction evidenced by this Agreement (whether or not such syndication is completed) and any amendment, supplement or modification tohereto (whether or not executed), this Agreement and any other documents prepared in connection herewith or therewith, therewith and the consummation and administration of the transactions contemplated hereby and thereby (including the syndication of the Commitments)thereby, including including, without limitation, the reasonable fees, fees and disbursements and other charges of one counsel to the Administrative AgentSpecial Counsel, (ii) to pay or reimburse each Lender and the Administrative Agent Credit Party for all of its reasonable and documented respective costs and expenses (including without limitation, the reasonable fees and disbursements of a single counsel unless (and to the extent) conflicts of interests require the use of more than one counsel) incurred in connection with (x) any Default and any enforcement or collection proceedings resulting therefrom (including, without limitation, any costs incurred after the entry of judgment in an attempt to collect money due in the judgment) or in connection with the negotiation of any restructuring or "work-out" (whether consummated or not) of the obligations of the Borrower under any of the Loan Documents and (y) the enforcement or preservation of any rights under, or “workout” or restructuring of, this Agreement and any such other documents, including the reasonable fees, disbursements and other charges of counsel to each Lender and of counsel to the Administrative AgentSection, (iii) to pay, indemnify, defend and indemnify and hold harmless each Lender Credit Party from and the Administrative Agent fromagainst, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, that which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement the Loan Documents and any such other documents (collectively, “Other Taxes”), except for any such Other Taxes attributable to an assignment or participationdocuments, and (iv) to pay, indemnify, defend and indemnify and hold harmless each Lender Credit Party and the Administrative Agent and each of their respective Related Parties officers, directors, employees, affiliates, agents, controlling persons and attorneys (collectivelyas used in this Section, the “Indemnitees”each an "Indemnified Person") from and against against, any and all other liabilities, obligations, claims, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including, without limitation, reasonable counsel fees and disbursements) with respect to any claim, investigation or proceeding from any third party relating to this Agreement or the other Loan Documents, including reasonable the enforcement and documented feesperformance of the Loan Documents and the use of the proceeds of the Loans (all the foregoing, disbursements and other charges of counsel incurred in connection with any investigativecollectively, administrative or judicial proceeding commenced or threatened by the Borrower or any other Person"indemnified liabilities"), whether or not any such Indemnitee shall be designated as indemnified person is a party or potential party thereto, and any fees or expenses incurred by any Indemnitee in enforcing this indemnity), whether direct, indirect or consequential, whether based on strict liability or negligence, and whether based on any federal, provincial or foreign laws, statutes, rules, regulations or guidelines (including Environmental Laws), common law, equity, contract or otherwise that may be imposed on, incurred by or asserted against any Indemnitee, in any manner arising out of or relating to (A) this Agreement and any other agreements or documents contemplated hereby or thereby, the other transactions contemplated hereby (including the execution, delivery, enforcement, performance and administration of this Agreement and the breach by the Borrower of, or default by the Borrower under, any of the provisions of this Agreement or the other Loan Documents, and to reimburse each indemnified person for all legal and other expenses incurred in connection with investigating or defending any Loanindemnified liabilities, or the use or proposed use of the proceeds thereof)and, (B) the violation of, non-compliance with or liability under, any Environmental Law applicable if and to the operations of extent that the Borrower or foregoing indemnity may be unenforceable for any of its Subsidiaries or applicable to any of the Real Estate, or (C) any Environmental Claim or any Hazardous Materials relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, possession or control, or practice ofreason, the Borrower agrees to make the maximum payment permitted or any of its Subsidiaries from time to time (all the foregoing in this clause (iv), collectively, the “indemnified liabilities”)not prohibited under applicable law; provided that the Borrower shall have no obligation hereunder to any Indemnitee with respect to indemnified liabilities arising from the gross negligence or willful misconduct of such Indemnitee as determined by a final non-appealable judgment of a court of competent jurisdiction; and provided, furtherhowever, that the Borrower shall have no obligation hereunder to pay indemnified liabilities to any Indemnitee with respect Credit Party arising from (A) the gross negligence or willful misconduct of such Credit Party or (B) disputes solely between the Credit Parties and which are not related to claims that do not involve an any act or omission failure to act on the part of the Borrower or the failure of the Borrower to perform any of its Affiliates and that is brought by obligations under this Agreement or the Administrative Agent or any Lender against any other Lender (other than claims against any Loan Documents. The obligations of the Administrative Agent or the Lenders or their Affiliates in their respective capacity as the Administrative Agent or any similar role Borrower under this Agreement). The agreements in this Section 12.5 shall survive repayment the termination of this Agreement and the Commitments and the payment of the Loans Notes and all other amounts payable hereunder. Each of under the Lenders and the Administrative Agent agree that any and all of their respective rights under this Agreement and any other agreements contemplated hereby and thereby, including recourse for any obligation or claim for any indemnification thereunder, is limited to recourse to the Borrower and its assets as contemplated hereby, and none of the direct or indirect limited partners, partners, shareholders, members of the Borrower or any of their respective employees, directors or officers shall have any obligations or liability, or be subject to any recourse, in respect of any such obligations or claims hereunder or thereunderLoan Documents.

Payment of Expenses and Taxes. The Company agrees (a) The Borrower agrees (i) to pay or reimburse the Administrative Agent for all of its reasonable 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 syndication of the Facility, the consummation and administration of the transactions contemplated hereby and thereby and any amendment or waiver with respect thereto, including, without limitation, (including the syndication of the Commitments), including i) the reasonable feesfees and disbursements of Weil, disbursements Gotshal & Xxxxxx LLP and other charges of one local counsel to the Administrative Agentin each relevant jurisdiction, (ii) filing and recording fees and expenses and (iii) the charges of Intralinks, (b) to pay or reimburse each Lender and the Administrative Agent for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under, or “workout” or restructuring of, under this Agreement and any such the other documentsLoan Documents, including the reasonable fees, fees and disbursements and other charges of counsel to each Lender and of one primary counsel to the Administrative Agent, which counsel shall act on behalf of all Lenders (iiiand if necessary or advisable one local counsel in each relevant jurisdiction and, in the event of any conflict of interest, if necessary or advisable one additional primary counsel (and if necessary or advisable one local counsel in each relevant jurisdiction) to represent all Lenders (other than the Administrative Agent), (c) to pay, indemnify, defend and hold harmless indemnify or reimburse each Lender and the Administrative Agent for, and hold each Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, 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 Agreement, the other Loan Documents and any such other documents (collectively, “Other Taxes”), except for any such Other Taxes attributable to an assignment or participationdocuments, and (ivd) to pay, indemnifyindemnify or reimburse each Lender, defend and hold harmless each Lender and the Administrative Agent Agent, their respective affiliates, and their respective Related Parties officers, directors, partners, employees, advisors, agents, controlling persons and trustees (collectivelyeach, the an “IndemniteesIndemnitee”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including reasonable and documented feesother than with respect to taxes not specifically provided for herein, disbursements and other charges of counsel incurred in connection with any investigative, administrative or judicial proceeding commenced or threatened by the Borrower or any other Person, whether or not any such Indemnitee which shall be designated as a party governed exclusively by Section 2.14 or potential party theretowith respect to the costs, and any fees losses or expenses incurred which are of the type covered by any Indemnitee in enforcing this indemnitySection 2.13 or Section 2.14(g), whether direct, indirect or consequential, whether based on strict liability or negligence, and whether based on any federal, provincial or foreign laws, statutes, rules, regulations or guidelines (including Environmental Laws), common law, equity, contract or otherwise that may be imposed on, incurred by or asserted against any Indemnitee, in any manner arising out of or relating ) with respect to (A) this Agreement and any other agreements or documents contemplated hereby or thereby, the other transactions contemplated hereby (including the execution, delivery, enforcement, performance and administration of this Agreement Agreement, the other Loan Documents and the breach by the Borrower ofany such other documents, or default by the Borrower underincluding, without limitation, any of the provisions of this Agreement or any Loan, or foregoing relating to the use or proposed use of proceeds of the proceeds thereof), (B) Loans or the violation of, non-compliance noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower Company or any of its Subsidiaries and the reasonable fees and expenses of legal counsel in connection with claims, actions or applicable to proceedings by any of the Real Estate, or (C) Indemnitee against any Environmental Claim or Loan Party under any Hazardous Materials relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, possession or control, or practice of, the Borrower or any of its Subsidiaries from time to time Loan Document (all the foregoing in this clause (ivd), collectively, the “indemnified liabilitiesIndemnified Liabilities”); provided , provided, that the Borrower Company shall have no obligation hereunder to any Indemnitee with respect to indemnified liabilities arising Indemnified Liabilities to the extent such Indemnified Liabilities resulted from the gross negligence or willful misconduct of, or material breach of the Loan Documents by, such Indemnitee as determined Indemnitee, any of its affiliates or its or their respective officers, directors, partners, employees, advisors, agents, controlling persons or trustees. Without limiting the foregoing, and to the extent permitted by a final non-appealable judgment applicable law, the Company agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of a court of competent jurisdiction; and provided, further, that the Borrower shall have no obligation hereunder to any Indemnitee recovery with respect to claims all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that do not involve an act any of them might have by statute or omission otherwise against any Indemnitee unless the same shall have resulted from the gross negligence or willful misconduct of, or material breach of the Borrower or Loan Documents by, such Indemnitee, any of its Affiliates affiliates or its or their respective officers, directors, partners, employees, advisors, agents, controlling persons or trustees. All amounts due under this Section 10.5 shall be payable not later than 30 Business Days after the party to whom such amount is owed has provided a statement or invoice therefor, setting forth in reasonable detail, the amount due and the relevant provision of this Section 10.5 under which such amount is payable by the Company. For purposes of the preceding sentence, it is understood and agreed that the Company may ask for reasonable supporting documentation to support any request to reimburse or pay out of pocket expenses, legal fees and disbursements and that is brought the grace period to pay any such amounts shall not commence until such supporting documentation has been received by the Administrative Agent or any Lender against any other Lender (other than claims against any Company. Statements payable by the Company pursuant to this Section 10.5 shall be submitted to the Company at the address of the Administrative Agent Company set forth in Section 10.2, or to such other Person or address as may be hereafter designated by the Lenders or their Affiliates Company in their respective capacity as a written notice to the Administrative Agent or any similar role under this Agreement)Agent. The agreements in this Section 12.5 10.5 shall survive repayment of the Loans and all other amounts payable hereunder. Each of the Lenders and the Administrative Agent agree that any and all of their respective rights under this Agreement and any other agreements contemplated hereby and thereby, including recourse for any obligation or claim for any indemnification thereunder, is limited to recourse to the Borrower and its assets as contemplated hereby, and none of the direct or indirect limited partners, partners, shareholders, members of the Borrower or any of their respective employees, directors or officers shall have any obligations or liability, or be subject to any recourse, in respect of any such obligations or claims hereunder or thereunder.

Payment of Expenses and Taxes. (a) The Parent Borrower agrees (ia) to pay or reimburse the Administrative Agent Commitment Parties for (1) all of its their reasonable and documented or invoiced out-of-pocket costs and expenses incurred in connection with (i) the syndication of the Facility 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 contemplated hereby and thereby (including the syndication of the Commitments) contemplated hereby and thereby and (iii) efforts to monitor the Loans and verify, protect, evaluate, assess, appraise, collect, sell, liquidate or otherwise dispose of any of the Collateral, and (2) the reasonable and documented or invoiced fees and disbursements of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP and Norton Xxxx Xxxxxxxxx Canada LLP, a single local counsel in each relevant jurisdiction and such other special or local counsel, consultants, advisors, appraisers and auditors whose retention (other than during the continuance of an Event of Default) is approved by the Parent Borrower (such consent not to be unreasonably withheld, conditioned or delayed), including the reasonable fees, disbursements and other charges of one counsel to the Administrative Agent, (iib) to pay or reimburse each Lender, Issuing Lender and the Administrative Agent for all its reasonable and documented or invoiced costs and expenses incurred in connection with the enforcement or preservation of any rights underunder this Agreement, or “workout” or restructuring of, this Agreement the other Loan Documents and any such other documentsdocuments prepared in connection herewith or therewith, including the reasonable fees, fees and disbursements and other charges of counsel to each Lender and of counsel to the Administrative AgentAgents and the Lenders, (iiic) to pay, indemnifyindemnify or reimburse each Lender, defend Issuing Lender and Agent for, and hold harmless each Lender, Issuing Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, that which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement Agreement, the other Loan Documents and any such other documents documents, (collectively, “Other Taxes”), except for any such Other Taxes attributable to an assignment or participation, and (ivd) to pay, indemnifyindemnify or reimburse each Lender, defend Issuing Lender, Syndication Agent, Other Representative and hold harmless each Lender and the Administrative Agent Agent, their respective affiliates, and their respective Related Parties officers, directors, employees, shareholders, members, attorneys and other advisors, agents and controlling persons (collectivelyeach, the an “IndemniteesIndemnitee”) for, and hold each Indemnitee harmless from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses 224 or disbursements of any kind or nature whatsoever (including reasonable and documented fees, disbursements and other charges of counsel incurred in connection with any investigative, administrative or judicial proceeding commenced or threatened by the Borrower or any other Person, whether or not any such Indemnitee shall be designated as a party or potential party thereto, and any fees or expenses incurred by any Indemnitee in enforcing this indemnity), whether direct, indirect or consequential, whether based on strict liability or negligence, and whether based on any federal, provincial or foreign laws, statutes, rules, regulations or guidelines (including Environmental Laws), common law, equity, contract or otherwise that may be imposed on, incurred by or asserted against any Indemnitee, in any manner arising out of or relating respect to (A) this Agreement and any other agreements or documents contemplated hereby or thereby, the other transactions contemplated hereby (including the execution, delivery, enforcement, performance and administration of this Agreement Agreement, the other Loan Documents and the breach by the Borrower ofany such other documents, or default by the Borrower under, including any of the provisions of this Agreement or any Loan, or foregoing relating to the use or proposed use of proceeds of the proceeds thereof)Loans, (B) Letters of Credit or the violation of, non-compliance noncompliance with or liability under, any Environmental Law applicable attributable to the operations of the Parent Borrower or any of its Subsidiaries or applicable to any of property or facility owned, leased or operated by the Real Estate, or (C) any Environmental Claim or any Hazardous Materials relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, possession or control, or practice of, the Parent Borrower or any of its Subsidiaries or the presence of Materials of Environmental Concern at, on or under, and Release of Materials of Environmental Concern at, on, under or from time any such properties or facilities, or any litigation or other proceeding relating to time any of the foregoing, regardless of whether any such Indemnitee is a party thereto and whether or not such litigation or other proceeding is brought by any Borrower, any equity holder, Affiliate or creditor of any Borrower or any other Person (all the foregoing in this clause (ivd), collectively, the “indemnified liabilitiesIndemnified Liabilities”) and (e) to pay reasonable and documented or invoiced fees for appraisals and field examinations required by subsection 7.6(b) and the preparation of Reports related thereto in each calendar year based on the fees charged by third parties retained by the Administrative Agent (notwithstanding any reference to “out-of-pocket” above in this subsection 11.5); provided that any Borrower shall not have any obligation hereunder to the Administrative Agent, any other Agent, any Issuing Lender or any Lender (or any of their respective affiliates, or any of their respective officers, directors, employees, shareholders, members, attorneys and other advisors, agents and controlling persons with respect to Indemnified Liabilities arising from (i) the gross negligence, bad faith or willful misconduct (as determined by a court of competent jurisdiction in a final non-appealable decision, or by settlement tantamount thereto) of the Administrative Agent, any such other Agent, any LC Facility Issuing Lender or any such Lender (or any of their respective affiliates, or any of their respective officers, directors, employees, shareholders, members, agents, attorneys and other advisors, successors and controlling persons), (ii) claims made or legal proceedings commenced against the Administrative Agent, any other Agent, any Issuing Lender or any such Lender by any security holder or creditor thereof arising out of and based upon rights afforded any such security holder or creditor solely in its capacity as such, (iii) claims of any Indemnitee (or any Related Party thereof) solely against one or more Indemnitees (or any Related Party thereof or disputes between or among Indemnitees (or any Related Party thereof) in each case except to the extent such claim is determined to have been caused by an act or omission by the Parent Borrower or any of its Subsidiaries or such dispute involves any Agent in its capacity as such and (iv) a material breach of the Loan Documents by the applicable Indemnitee (or any Related Party thereof). To the fullest extent permitted under applicable law, no Indemnitee shall be liable for any consequential or punitive damages in connection with the Facility. All amounts due under this subsection shall be payable not later than 30 days after written demand therefor. Statements reflecting amounts payable by the Loan Parties pursuant to this subsection 11.5 shall be submitted to the address of the Borrowers set forth in subsection 11.2, or to such other Person or address as may be hereafter designated by the Parent Borrower in a notice to the Administrative Agent. Notwithstanding the foregoing, except as provided in clauses (b) and (c) above and in Section 4, the Borrowers shall have no obligation hereunder under this subsection 11.5 to any Indemnitee with respect to indemnified liabilities arising from the gross negligence any Taxes imposed, levied, collected, withheld or willful misconduct of such Indemnitee as determined assessed by a final non-appealable judgment of a court of competent jurisdiction; and provided, further, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to claims that do not involve an act or omission of the Borrower or any of its Affiliates and that is brought by the Administrative Agent or any Lender against any other Lender (other than claims against any of the Administrative Agent or the Lenders or their Affiliates in their respective capacity as the Administrative Agent or any similar role under this Agreement)Governmental Authority. The agreements in this Section 12.5 subsection shall survive repayment of the Loans Loans, the L/C Obligations and all other amounts payable hereunder. Each of the Lenders and the Administrative Agent agree that any and all of their respective rights under this Agreement and any other agreements contemplated hereby and thereby, including recourse for any obligation or claim for any indemnification thereunder, is limited to recourse to the Borrower and its assets as contemplated hereby, and none of the direct or indirect limited partners, partners, shareholders, members of the Borrower or any of their respective employees, directors or officers shall have any obligations or liability, or be subject to any recourse, in respect of any such obligations or claims hereunder or thereunder.

Payment of Expenses and Taxes. The Borrowers, jointly and severally, agree (a) The Borrower agrees (i) to pay or reimburse the Administrative Agent Agents and the Other Representatives for (1) all their reasonable and documented out-of-pocket costs and expenses incurred in connection with (i) the syndication of the Facilities and the development, preparation, execution and 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, (ii) the consummation and administration of the transactions (including the syndication of the Commitments) contemplated hereby and thereby and (iii) efforts to monitor the Loans and verify, 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 Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, solely in its capacity as counsel to the Agents and Other Representatives, and such other special 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 Representative, (b) to pay or reimburse each Lender, the Lead Arrangers and the Agents for all of its their reasonable and documented out-of-pocket costs and expenses incurred in connection with the developmentenforcement or preservation of any rights under this Agreement, preparation and execution of, and any amendment, supplement or modification to, this Agreement 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 syndication of the Commitments), including the reasonable fees, fees and disbursements and other charges of one counsel to the Administrative Agent, (ii) to pay or reimburse each Lender and the Administrative Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under, or “workout” or restructuring of, this Agreement and any such other documents, including the reasonable fees, disbursements and other charges of counsel to each Lender and of counsel to the Administrative AgentAgents (limited to one firm of counsel in each appropriate jurisdiction, in each case for the Agents), (iiic) to pay, indemnify, defend or reimburse each Lender, the Lead Arrangers and the Agents for, and hold harmless each Lender Lender, the Lead Arrangers and the Administrative Agent 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, 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 Agreement, the other Loan Documents and any such other documents (collectively, “Other Taxes”), except for any such Other Taxes attributable to an assignment or participationdocuments, and (ivd) to pay, indemnifyindemnify or reimburse each Lender, defend each Lead Arranger, each Agent (and any sub-agent thereof), each Issuing Lender and each Related Party of any of the foregoing Persons (each, an “Indemnitee”) for, and hold each Indemnitee harmless each Lender and the Administrative Agent and their respective Related Parties (collectively, the “Indemnitees”) from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including reasonable in the case of fees and documented feesdisbursements of counsel, disbursements and other charges limited to one firm of counsel incurred for all Indemnitees and, if necessary, one firm of local counsel in connection with any investigativeeach appropriate jurisdiction, administrative in each case for all Indemnitees (and, in the case of an actual or judicial proceeding commenced or threatened perceived conflict of interest where the Indemnitee affected by such conflict informs the Borrower or any other PersonRepresentative of such conflict and thereafter, whether or after receipt of the Borrower Representative’s consent (which shall not any such Indemnitee shall be designated as a party or potential party thereto, and any fees or expenses incurred by any Indemnitee in enforcing this indemnityunreasonably withheld), whether directretains its own counsel, indirect or consequential, whether based on strict liability or negligence, and whether based on any federal, provincial or foreign laws, statutes, rules, regulations or guidelines (including Environmental Lawsof another firm of counsel for such affected Indemnitee), common law, equity, contract or otherwise that may be imposed on, incurred by or asserted against any Indemnitee, in any manner arising out of or relating ) with respect to (Ai) this Agreement and any other agreements or documents contemplated hereby or thereby, the other transactions contemplated hereby (including the execution, delivery, enforcement, performance and administration of this Agreement Agreement, the other Loan Documents and the breach by the Borrower ofany such other documents, or default by the Borrower under, including any of the provisions of this Agreement or any Loan, or foregoing relating to the use or proposed use of proceeds of the proceeds thereofLoans or Letters of Credit (including any refusal by an Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (Bii) the violation of, non-compliance noncompliance with or liability under, any Environmental Law applicable to the operations of the Parent Borrower or any of its Restricted Subsidiaries or applicable to any of the Real Estate, or (C) any Environmental Claim or any Hazardous Materials relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, possession or control, or practice of, property of the Parent Borrower or any of its Restricted Subsidiaries, or any other property at which Materials of Environmental Concern generated by the Parent Borrower or any of its Restricted Subsidiaries from time was managed, released, or discharged, or (iii) of any actual or prospective claim, litigation, investigation or proceeding relating to time any of the foregoing, arising out of the Loans, this Agreement, any other Loan Document, or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby (including, without limitation, any Erroneous Payment), whether based on contract, tort or any other theory, whether brought by a third party or by any Loan Party and regardless of whether any Indemnitee is a party thereto (all the foregoing in this clause (ivd), collectively, the “indemnified liabilitiesIndemnified Liabilities”); provided that the Borrowers shall not have any obligation hereunder to any Lead Arranger, any Other Representative, any Agent (or any sub-agent thereof), any Issuing Lender or any Lender (or any Related Party of any of the foregoing Persons) with respect to Indemnified Liabilities arising from (i) the gross negligence, bad faith or willful misconduct of any such Lead Arranger or any such Other Representative or Agent (or any sub-agent thereof), Issuing Lender or Lender (or any Related Party of any of the foregoing Persons), as the case may be, as determined by a court of competent jurisdiction in a final and non-appealable decision, (ii) a material breach of the Loan Documents by any Lead Arranger or any such Other Representative or Agent (or any sub-agent thereof), Issuing Lender or Lender (or any Related Party of any of the foregoing Persons), as the case may be, as determined by a court of competent jurisdiction in a final and non-appealable decision, or (iii) claims against such Indemnitee or any Related Party brought by any other Indemnitee that do not involve claims against any Lead Arranger or any Agent in its capacity as such. None of the Borrowers nor any Indemnitee shall be liable for any indirect, special, punitive or consequential damages hereunder; provided that nothing contained in this sentence shall limit the Borrowers’ indemnity or reimbursement obligations under this Subsection 11.5 to the extent such indirect, special, punitive or consequential damages are included in any third-party claim in connection with which such Indemnitee is entitled to indemnification hereunder. All amounts due under this Subsection 11.5 shall be payable not later than 30 days after written demand therefor. Statements reflecting amounts payable by the Loan Parties pursuant to this Subsection 11.5 shall be submitted to the address of the Borrower Representative set forth in Subsection 11.2, or to such other Person or address as may be hereafter designated by the Borrower Representative in a notice to the Administrative Agent. Notwithstanding the foregoing, except as provided in Subsections 11.5(b) and 11.5(c) above, no Borrower shall have no any obligation hereunder under this Subsection 11.5 to any Indemnitee with respect to indemnified liabilities arising from the gross negligence any tax, levy, impost, duty, charge, fee, deduction or willful misconduct of such Indemnitee as determined withholding imposed, levied, collected, withheld or assessed by a final non-appealable judgment of a court of competent jurisdiction; and provided, further, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to claims that do not involve an act or omission of the Borrower or any of its Affiliates and that is brought by the Administrative Agent or any Lender against any other Lender (other than claims against any of the Administrative Agent or the Lenders or their Affiliates in their respective capacity as the Administrative Agent or any similar role under this Agreement)Governmental Authority. The agreements in this Section 12.5 Subsection 11.5 shall survive repayment of the Loans and all other amounts payable hereunder. Each of the Lenders and the Administrative Agent agree that any and all of their respective rights under this Agreement and any other agreements contemplated hereby and thereby, including recourse for any obligation or claim for any indemnification thereunder, is limited to recourse to the Borrower and its assets as contemplated hereby, and none of the direct or indirect limited partners, partners, shareholders, members of the Borrower or any of their respective employees, directors or officers shall have any obligations or liability, or be subject to any recourse, in respect of any such obligations or claims hereunder or thereunder.198

Payment of Expenses and Taxes. The Company agrees (a) The Borrower agrees (i) to pay or reimburse the Administrative Agent for all of its reasonable 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 syndication of the Facilityies, the consummation and administration of the transactions contemplated hereby and thereby and any amendment or waiver with respect thereto, including, without limitation, (including the syndication of the Commitments), including i) the reasonable feesfees and disbursements of Weil, disbursements Gotshal & Xxxxxx LLP and other charges of one local counsel to the Administrative Agentin each relevant jurisdiction, (ii) filing and recording fees and expenses and (iii) the charges of Intralinks, (b) to pay or reimburse each Lender and the Administrative Agent for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under, or “workout” or restructuring of, under this Agreement and any such the other documentsLoan Documents, including the reasonable fees, fees and disbursements and other charges of counsel to each Lender and of one primary counsel to the Administrative Agent, which counsel shall act on behalf of all Lenders (iiiand if necessary or advisable one local counsel in each relevant jurisdiction and, in the event of any conflict of interest, if necessary or advisable one additional primary counsel (and if necessary or advisable one local counsel in each relevant jurisdiction) to represent all Lenders (other than the Administrative Agent), (c) to pay, indemnify, defend and hold harmless indemnify or reimburse each Lender and the Administrative Agent for, and hold each Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, 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 Agreement, the other Loan Documents and any such other documents (collectively, “Other Taxes”), except for any such Other Taxes attributable to an assignment or participationdocuments, and (ivd) to pay, indemnifyindemnify or reimburse each Lender, defend and hold harmless each Lender and the Administrative Agent Agent, their respective affiliates, and their respective Related Parties officers, directors, partners, employees, advisors, agents, controlling persons and trustees (collectivelyeach, the an “IndemniteesIndemnitee”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including reasonable and documented feesother than with respect to taxes not specifically provided for herein, disbursements and other charges of counsel incurred in connection with any investigative, administrative or judicial proceeding commenced or threatened by the Borrower or any other Person, whether or not any such Indemnitee which shall be designated as a party governed exclusively by Section 2.15 or potential party theretowith respect to the costs, and any fees losses or expenses incurred which are of the type covered by any Indemnitee in enforcing this indemnity), whether direct, indirect Section 2.14 or consequential, whether based on strict liability or negligence, and whether based on any federal, provincial or foreign laws, statutes, rules, regulations or guidelines (including Environmental Laws), common law, equity, contract or otherwise that may be imposed on, incurred by or asserted against any Indemnitee, in any manner arising out of or relating Section ‎2.15(g)2.16) with respect to (A) this Agreement and any other agreements or documents contemplated hereby or thereby, the other transactions contemplated hereby (including the execution, delivery, enforcement, performance and administration of this Agreement Agreement, the other Loan Documents and the breach by the Borrower ofany such other documents, or default by the Borrower underincluding, without limitation, any of the provisions of this Agreement or any Loan, or foregoing relating to the use or proposed use of proceeds of the proceeds thereof), (B) Loans or the violation of, non-compliance noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower Company or any of its Subsidiaries and the reasonable fees and expenses of legal counsel in connection with claims, actions or applicable to proceedings by any of the Real Estate, or (C) Indemnitee against any Environmental Claim or Loan Party under any Hazardous Materials relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, possession or control, or practice of, the Borrower or any of its Subsidiaries from time to time Loan Document (all the foregoing in this clause (ivd), collectively, the “indemnified liabilitiesIndemnified Liabilities”); provided , provided, that the Borrower Company shall have no obligation hereunder to any Indemnitee with respect to indemnified liabilities arising Indemnified Liabilities to the extent such Indemnified Liabilities resulted from the gross negligence or willful misconduct of, or material breach of the Loan Documents by, such Indemnitee as determined Indemnitee, any of its affiliates or its or their respective officers, directors, partners, employees, advisors, agents, controlling persons or trustees. Without limiting the foregoing, and to the extent permitted by a final non-appealable judgment applicable law, the Company agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of a court of competent jurisdiction; and provided, further, that the Borrower shall have no obligation hereunder to any Indemnitee recovery with respect to claims all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that do not involve an act any of them might have by statute or omission otherwise against any Indemnitee unless the same shall have resulted from the gross negligence or willful misconduct of, or material breach of the Borrower or Loan Documents by, such Indemnitee, any of its Affiliates affiliates or its or their respective officers, directors, partners, employees, advisors, agents, controlling persons or trustees. All amounts due under this Section 10.5 shall be payable not later than 30 Business Days after the party to whom such amount is owed has provided a statement or invoice therefor, setting forth in reasonable detail, the amount due and the relevant provision of this Section 10.5 under which such amount is payable by the Company. For purposes of the preceding sentence, it is understood and agreed that the Company may ask for reasonable supporting documentation to support any request to reimburse or pay out of pocket expenses, legal fees and disbursements and that is brought the grace period to pay any such amounts shall not commence until such supporting documentation has been received by the Administrative Agent or any Lender against any other Lender (other than claims against any Company. Statements payable by the Company pursuant to this Section 10.5 shall be submitted to the Company at the address of the Administrative Agent Company set forth in Section 10.2, or to such other Person or address as may be hereafter designated by the Lenders or their Affiliates Company in their respective capacity as a written notice to the Administrative Agent or any similar role under this Agreement)Agent. The agreements in this Section 12.5 10.5 shall survive repayment of the Loans and all other amounts payable hereunder. Each of the Lenders and the Administrative Agent agree that any and all of their respective rights under this Agreement and any other agreements contemplated hereby and thereby, including recourse for any obligation or claim for any indemnification thereunder, is limited to recourse to the Borrower and its assets as contemplated hereby, and none of the direct or indirect limited partners, partners, shareholders, members of the Borrower or any of their respective employees, directors or officers shall have any obligations or liability, or be subject to any recourse, in respect of any such obligations or claims hereunder or thereunder.

Payment of Expenses and Taxes. (a) The Borrower agrees (ia) to pay or reimburse the Arranger and the Administrative Agent for all of its their reasonable 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 any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (including the syndication of the Commitments), including the reasonable fees, disbursements and other charges of one counsel to the Administrative Agent, (iib) to pay or reimburse each Lender and the Administrative Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under, or “workout” or restructuring of, this Agreement and any such other documents, including the reasonable fees, disbursements and other charges of counsel to each Lender and of counsel to the Administrative Agent, (iiic) to pay, indemnify, defend and hold harmless each Lender and the Administrative Agent from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement and any such other documents (collectively, “Other Taxes”), except for any such Other Taxes attributable to an assignment or participationdocuments, and (ivd) to pay, indemnify, defend and hold harmless each Lender Lender, the Arranger and the Administrative Agent and their respective Related Parties directors, officers, employees, trustee, agents and Affiliates (collectively, the “Indemnitees”) from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including reasonable and documented fees, disbursements and other charges of counsel incurred in connection with any investigative, administrative or judicial proceeding commenced or threatened by the Borrower or any other Person, whether or not any such Indemnitee shall be designated as a party or potential party thereto, and any fees or expenses incurred by any Indemnitee in enforcing this indemnity), whether direct, indirect or consequential, whether based on strict liability or negligence, and whether based on any federal, provincial or foreign laws, statutes, rules, regulations or guidelines (including Environmental Laws), common law, equity, contract or otherwise that may be imposed on, incurred by or asserted against any Indemnitee, in any manner arising out of or relating to (Ai) this Agreement and any other agreements or documents contemplated hereby or thereby, the other transactions contemplated hereby (including the execution, delivery, enforcement, performance and administration of this Agreement and the breach by the Borrower of, or default by the Borrower under, any of the provisions of this Agreement or any Loan, or the use or proposed use of the proceeds thereof)Agreement, (Bii) the violation of, non-compliance with or liability under, any Environmental Law applicable to the operations of the Borrower or any of its Subsidiaries or applicable to any of the Real Estate, or (Ciii) any Environmental Claim or any Hazardous Materials relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, possession or control, or practice of, the Borrower or any of its Subsidiaries from time to time (all the foregoing in this clause (ivd), collectively, the “indemnified liabilities”); provided that the Borrower shall have no obligation hereunder to any Indemnitee with respect to indemnified liabilities arising from the gross negligence or willful misconduct of such Indemnitee as determined by a final non-appealable judgment of a court of competent jurisdiction; jurisdiction of which no appeal (or further appeal) is available and provided, further, provided further that the Borrower shall have no obligation hereunder to any Indemnitee with respect to claims that do not involve an act or omission of to the Borrower or any of its Affiliates and that is brought by extent relating to disputes among the Administrative Agent or any Lender against any other Lender (other than claims against Lenders, any of the Administrative Agent or the Lenders or their Affiliates in their respective capacity as Arranger and/or the Administrative Agent or any similar role under this Agreement)Agent. The agreements in this Section 12.5 shall survive repayment of the Loans and all other amounts payable hereunder. Each of the Lenders Lenders, the Arranger and the Administrative Agent agree that any and all of their respective rights under this Agreement and any other agreements contemplated hereby and thereby, including recourse for any obligation or claim for any indemnification thereunder, is limited to recourse to the Borrower and its assets as contemplated hereby, and none of the direct or indirect limited partners, partners, shareholders, members of the Borrower or any of their respective employees, directors or officers shall have any obligations or liability, or be subject to any recourse, in respect of any such obligations or claims hereunder or thereunder.

Payment of Expenses and Taxes. (a) The Borrower agrees (ia) to pay or reimburse the Administrative Agent and each Lead Arranger for all of its reasonable and documented out-of-pocket costs and expenses incurred in connection with the syndication of the Facilities, 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 syndication of the Commitments), including the reasonable fees, disbursements and other charges of one outside counsel to for the Administrative AgentAgent and, if reasonably necessary, of one local counsel and one applicable regulatory counsel in each relevant material jurisdiction to all such Persons) and filing and recording fees and expenses and the charges of IntraLinks, in each case from time to time on a quarterly basis or such other periodic basis as the Administrative Agent shall deem appropriate, (iib) to pay or reimburse each Lender and the Administrative Agent (in the case of each Lender, after the occurrence and during the continuance of an Event of Default) for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights underunder this Agreement, or “workout” or restructuring of, this Agreement the other Loan Documents and any such other documents, including the reasonable fees and disbursements of counsel (including the fees, disbursements and other charges of one outside counsel to each Lender and of counsel to for the Administrative AgentAgent and one outside counsel for the Lenders and, solely in the case of a conflict of interest, one additional counsel for all affected Persons that are similarly situated (iiiand, if reasonably necessary, of one local counsel and one applicable regulatory counsel in each relevant material jurisdiction for all such Persons)) and (c) to pay, indemnify, defend and hold harmless each Lender Lender, each Lead Arranger, each Agent, their respective affiliates, the officers, directors, trustees, employees, agents and the Administrative Agent from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration controlling persons of any of the transactions contemplated byforegoing and investment advisors who manage a Lender (each, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement and any such other documents (collectively, an “Other Taxes”), except for any such Other Taxes attributable to an assignment or participation, and (iv) to pay, indemnify, defend and hold harmless each Lender and the Administrative Agent and their respective Related Parties (collectively, the “IndemniteesIndemnitee”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including reasonable and documented feeswith respect to the arrangement, disbursements and other charges of counsel incurred in connection with any investigative, administrative or judicial proceeding commenced or threatened by the Borrower or any other Person, whether or not any such Indemnitee shall be designated as a party or potential party thereto, and any fees or expenses incurred by any Indemnitee in enforcing this indemnity), whether direct, indirect or consequential, whether based on strict liability or negligence, and whether based on any federal, provincial or foreign laws, statutes, rules, regulations or guidelines (including Environmental Laws), common law, equity, contract or otherwise that may be imposed on, incurred by or asserted against any Indemnitee, in any manner arising out of or relating to (A) this Agreement and any other agreements or documents contemplated hereby or thereby, the other transactions contemplated hereby (including the execution, delivery, enforcement, performance and administration of this Agreement Agreement, the other Loan Documents and the breach by the Borrower ofany such other documents, or default by the Borrower under, including any of the provisions of this Agreement or any Loan, or foregoing relating to the use or proposed use of proceeds of the proceeds thereof), (B) Loans or the violation of, non-compliance noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower or any of its Subsidiaries or applicable to any of the Real EstateProperties or the use by unauthorized persons of information or other materials sent through electronic, telecommunications or (C) other information transmission systems that are intercepted by such persons without the consent of the Indemnitee and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Environmental Claim or Indemnitee against any Hazardous Materials relating to or arising from, directly or indirectly, Loan Party under any past or present activity, operation, land ownership, possession or control, or practice of, the Borrower or any of its Subsidiaries from time to time Loan Document (all the foregoing in this clause (ivd), collectively, the “indemnified liabilitiesIndemnified Liabilities”); provided that the Borrower shall have no obligation hereunder to any Indemnitee with respect to indemnified liabilities arising from the gross negligence or willful misconduct of such Indemnitee as determined by a final non-appealable judgment of a court of competent jurisdiction; and , provided, further, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to claims 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 a material breach by such Indemnitee of its obligations under this Agreement; provided, further, that do this Section 10.5(d) shall not involve an act apply with respect to Taxes other than any Taxes that represent losses or omission damages arising from any non-Tax claim. 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 so waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 10.5 shall be payable not later than 10 Business Days after written demand therefor. Statements payable by the Borrower pursuant to this Section 10.5 shall be submitted to the Chief Financial Officer (Telephone No. 000-000-0000) (Telecopy No. 972-943-0113), at the address of the Borrower set forth in Section 10.2, or any of its Affiliates and that is brought to such other Person or address as may be hereafter designated by the Administrative Agent or any Lender against any other Lender (other than claims against any of Borrower in a written notice to the Administrative Agent or the Lenders or their Affiliates in their respective capacity as the Administrative Agent or any similar role under this Agreement)Agent. The agreements in this Section 12.5 10.5 shall survive repayment of the Loans and all other amounts payable hereunder. Each of the Lenders and the Administrative Agent agree that any and all of their respective rights under this Agreement and any other agreements contemplated hereby and thereby, including recourse for any obligation or claim for any indemnification thereunder, is limited to recourse to the Borrower and its assets as contemplated hereby, and none of the direct or indirect limited partners, partners, shareholders, members of the Borrower or any of their respective employees, directors or officers shall have any obligations or liability, or be subject to any recourse, in respect of any such obligations or claims hereunder or thereunder.

Payment of Expenses and Taxes. (a) The Borrower agrees (ia) to pay or reimburse the Administrative Agent Agents and the Other Representatives for (1) all of 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 contemplated hereby and thereby (including the syndication of the Initial Term Loan Commitments), including the Tranche B Term Loan Commitments, the Tranche C Term Loan Commitments and, the Tranche D Term Loan Commitments and the Tranche E Term Loan Commitments) contemplated hereby and thereby and (iii) efforts to monitor the Loans and verify, protect, evaluate, assess, appraise, collect, sell, liquidate or otherwise dispose of any of the Collateral, and (2) the reasonable feesand documented fees and disbursements of Xxxxx Xxxx and Xxxxxxxx LLP, disbursements and such other charges special or local counsel, consultants, advisors, appraisers and auditors whose retention (other than during the continuance of one counsel to an Event of Default) is approved by the Administrative AgentBorrower, (iib) to pay or reimburse each Lender Lender, each Other Representative and the Administrative Agent Agents for all its their reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights underunder this Agreement, or “workout” or restructuring of, this Agreement the other Loan Documents and any such other documentsdocuments prepared in connection herewith or therewith, including the reasonable fees, fees and disbursements and other charges of counsel to each Lender and of counsel to the Administrative AgentAgents and the Lenders, (iiic) to pay, indemnify, defend or reimburse each Lender, each Other Representative and the Agents for, and hold harmless each Lender Lender, each Other Representative and the Administrative Agent 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, 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 Agreement, the other Loan Documents and any such other documents (collectively, “Other Taxes”), except for any such Other Taxes attributable to an assignment or participationdocuments, and (ivd) to pay, indemnifyindemnify or reimburse each Lender, defend each Other Representative, each Agent (and any sub-agent thereof) and each Related Party of any of the foregoing Persons (each, an “Indemnitee”) for, and hold each Indemnitee harmless each Lender and the Administrative Agent and their respective Related Parties (collectively, the “Indemnitees”) from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including reasonable and documented fees, disbursements and other charges of counsel incurred in connection with any investigative, administrative or judicial proceeding commenced or threatened by the Borrower or any other Person, whether or not any such Indemnitee shall be designated as a party or potential party thereto, and any fees or expenses incurred by any Indemnitee in enforcing this indemnity), whether direct, indirect or consequential, whether based on strict liability or negligence, and whether based on any federal, provincial or foreign laws, statutes, rules, regulations or guidelines (including Environmental Laws), common law, equity, contract or otherwise that may be imposed on, incurred by or asserted against any Indemnitee, in any manner arising out of or relating respect to (A) this Agreement and any other agreements or documents contemplated hereby or thereby, the other transactions contemplated hereby (including the execution, delivery, enforcement, performance and administration of this Agreement Agreement, the other Loan Documents and the breach by the Borrower ofany such other documents, or default by the Borrower under, including any of the provisions of this Agreement or any Loan, or foregoing relating to the use or proposed use of proceeds of the proceeds thereof)Loans, (B) the violation of, non-compliance noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower or any of its Restricted Subsidiaries or applicable to any of the Real Estate, or (C) any Environmental Claim or any Hazardous Materials relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, possession or control, or practice of, property of the Borrower or any of its Subsidiaries from time Restricted Subsidiaries, of any actual or prospective claim, litigation, investigation or proceeding relating to time any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other Loan Party and regardless of whether any Indemnitee is a party thereto (all the foregoing in this clause (ivd), collectively, the “indemnified liabilitiesIndemnified Liabilities”), provided that the Borrower shall not have any obligation hereunder to any Lead Arranger, any Other Representative, any Agent (or any sub-agent thereof) or any 1003003016v2 #895889271003585382v58 Lender (or any Related Party of any such Lead Arranger, Other Representative, Agent (or any sub-agent thereof) or Lender ) with respect to Indemnified Liabilities arising from (i) the gross negligence, bad faith or willful misconduct of any such Lead Arranger, Other Representative, Agent (or any sub-agent thereof) or Lender (or any Related Party of any such Lead Arranger, Other Representative, Agent (or any sub-agent thereof) or Lender), as the case may be, as determined by a court of competent jurisdiction in a final and non-appealable decision, (ii) a material breach of the Loan Documents by any such Lead Arranger, Other Representative, Agent (or any sub-agent thereof) or Lender (or any Related Party of any such Lead Arranger, Other Representative, Agent (or any sub-agent thereof) or Lender), as the case may be, as determined by a court of competent jurisdiction in a final and non-appealable decision or (iii) claims against such Indemnitee or any Related Party brought by any other Indemnitee that do not involve claims against any Lead Arranger or Agent in its capacity as such. Neither the Borrower nor any Indemnitee shall be liable for any indirect, special, punitive or consequential damages hereunder; provided that nothing contained in this sentence shall limit the Borrower’s indemnity or reimbursement obligations under this Section 11.5 to the extent such indirect, special, punitive or consequential damages are included in any third party claim in connection with which such Indemnitee is entitled to indemnification hereunder. All amounts due under this Section 11.5 shall be payable not later than 30 days after written demand therefor. Statements reflecting amounts payable by the Loan Parties pursuant to this Section 11.5 shall be submitted to the address of the Borrower set forth in Section 11.2, or to such other Person or address as may be hereafter designated by the Borrower in a notice to the Administrative Agent. Notwithstanding the foregoing, except as provided in Sections 11.5(b) and (c) above, the Borrower shall have no obligation hereunder under this Section 11.5 to any Indemnitee with respect to indemnified liabilities arising from the gross negligence any tax, levy, impost, duty, charge, fee, deduction or willful misconduct of such Indemnitee as determined withholding imposed, levied, collected, withheld or assessed by a final non-appealable judgment of a court of competent jurisdiction; and provided, further, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to claims that do not involve an act or omission of the Borrower or any of its Affiliates and that is brought by the Administrative Agent or any Lender against any other Lender (other than claims against any of the Administrative Agent or the Lenders or their Affiliates in their respective capacity as the Administrative Agent or any similar role under this Agreement)Governmental Authority. The agreements in this Section 12.5 11.5 shall survive repayment of the Loans and all other amounts payable hereunder. Each of the Lenders and the Administrative Agent agree that any and all of their respective rights under this Agreement and any other agreements contemplated hereby and thereby, including recourse for any obligation or claim for any indemnification thereunder, is limited to recourse to the Borrower and its assets as contemplated hereby, and none of the direct or indirect limited partners, partners, shareholders, members of the Borrower or any of their respective employees, directors or officers shall have any obligations or liability, or be subject to any recourse, in respect of any such obligations or claims hereunder or thereunder.

Payment of Expenses and Taxes. The Credit Parties jointly and severally agree (a) The Borrower agrees (i) to pay or reimburse the Administrative Agent and the Lead Arranger for all of its their reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation preparation, negotiation, printing and execution of, and any amendment, supplement or modification to, this Credit Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (including the syndication of the Commitments)thereby, including together with the reasonable fees, fees and disbursements and other charges of one outside counsel to the Administrative AgentAgent and the Lead Arranger, (iib) to pay or reimburse each Lender and the Administrative Agent for all its reasonable and documented out-of-pockets costs and expenses incurred in connection with the enforcement or preservation of any rights under, or “workout” or restructuring of, under this Credit Agreement and any such the other documentsCredit Documents, including including, without limitation, the reasonable fees, fees and disbursements and other charges of counsel to each Lender and of outside counsel to the Administrative AgentAgent and to each of the Lenders, provided that, absent dissension among the Lenders, or the Administrative Agent and the Lenders, the Borrower shall only be required to reimburse the Administrative Agent and each Lender, in the aggregate, for one outside law firm, (iiic) on demand, to pay, indemnify, defend and hold harmless each Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay by the Borrower in paying, stamp, excise and other similar taxes, if any, that which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement the Credit Documents and any such other documents documents, (collectively, “Other Taxes”), except d) to pay or reimburse each Lender and the Administrative Agent for any such Other Taxes attributable reasonable out-of-pocket costs, fees or expenses incurred in connection with any investigation (including, without limitation, background checks) performed to an assignment determine whether the Borrower or participationany of its Subsidiaries or any officer, director, shareholder or affiliate of the Borrower or any of its Subsidiaries has violated any Anti-Terrorism Laws or other similar law and (ive) to pay, indemnify, defend and hold harmless each Lender and the Administrative Agent and their respective Related Parties (collectively, the “Indemnitees”) Affiliates harmless from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs (including, without limitation, settlement costs), expenses or disbursements of any kind or nature whatsoever from third party claims (including reasonable and documented fees, disbursements and other charges of counsel incurred in connection than claims by taxing authorities) with any investigative, administrative or judicial proceeding commenced or threatened by the Borrower or any other Person, whether or not any such Indemnitee shall be designated as a party or potential party thereto, and any fees or expenses incurred by any Indemnitee in enforcing this indemnity), whether direct, indirect or consequential, whether based on strict liability or negligence, and whether based on any federal, provincial or foreign laws, statutes, rules, regulations or guidelines (including Environmental Laws), common law, equity, contract or otherwise that may be imposed on, incurred by or asserted against any Indemnitee, in any manner arising out of or relating respect to (A) this Agreement and any other agreements or documents contemplated hereby or thereby, the other transactions contemplated hereby (including the execution, delivery, enforcement, performance and administration of this Agreement the Credit Documents and any such other documents and the breach by the Borrower ofuse, or default by the Borrower underproposed use, any of proceeds of the provisions of this Agreement or any Loan, or the use or proposed use Loans (all of the proceeds thereof), (B) the violation of, non-compliance with or liability under, any Environmental Law applicable to the operations of the Borrower or any of its Subsidiaries or applicable to any of the Real Estate, or (C) any Environmental Claim or any Hazardous Materials relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, possession or control, or practice of, the Borrower or any of its Subsidiaries from time to time (all the foregoing in this clause (iv)foregoing, collectively, the “indemnified liabilitiesIndemnified Liabilities”); provided provided, however, that the Borrower shall not have no any obligation hereunder to the Administrative Agent or any Indemnitee Lender with respect to indemnified liabilities Indemnified Liabilities arising from the gross negligence or willful misconduct of the Administrative Agent or any such Indemnitee Lender, as determined by a court of competent jurisdiction pursuant to a final non-appealable judgment of a court of competent jurisdiction; and provided, further, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to claims that do not involve an act or omission of the Borrower or any of its Affiliates and that is brought by the Administrative Agent or any Lender against any other Lender (other than claims against any of the Administrative Agent or the Lenders or their Affiliates in their respective capacity as the Administrative Agent or any similar role under this Agreement)judgment. The agreements in this Section 12.5 10.5 shall survive repayment of the Loans Loans, Notes and all other amounts payable hereunder. Each of the Lenders and the Administrative Agent agree that any and all of their respective rights under this Agreement and any other agreements contemplated hereby and thereby, including recourse for any obligation or claim for any indemnification thereunder, is limited to recourse to the Borrower and its assets as contemplated hereby, and none of the direct or indirect limited partners, partners, shareholders, members of the Borrower or any of their respective employees, directors or officers shall have any obligations or liability, or be subject to any recourse, in respect of any such obligations or claims hereunder or thereunderCredit Party Obligations.

Payment of Expenses and Taxes. (a) The Borrower agrees (ia) to pay or reimburse the Administrative Agent Agents and the Other Representatives for (1) all of 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 contemplated hereby and thereby (including the syndication of the Initial Term Loan Commitments), including the Tranche B Term Loan Commitments, the Tranche C Term Loan Commitments and, the Tranche D Term Loan Commitments and the Tranche E Term Loan Commitments) contemplated hereby and thereby and (iii) efforts to monitor the Loans and verify, protect, evaluate, assess, appraise, collect, sell, liquidate or otherwise dispose of any of the Collateral, and (2) the reasonable feesand documented fees and disbursements of Dxxxx Xxxx and Wxxxxxxx LLP, disbursements and such other charges special or local counsel, consultants, advisors, appraisers and auditors whose retention (other than during the continuance of one counsel to an Event of Default) is approved by the Administrative AgentBorrower, (iib) to pay or reimburse each Lender Lender, each Other Representative and the Administrative Agent Agents for all its their reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights underunder this Agreement, or “workout” or restructuring of, this Agreement the other Loan Documents and any such other documentsdocuments prepared in connection herewith or therewith, including the reasonable fees, fees and disbursements and other charges of counsel to each Lender and of counsel to the Administrative AgentAgents and the Lenders, (iiic) to pay, indemnify, defend or reimburse each Lender, each Other Representative and the Agents for, and hold harmless each Lender Lender, each Other Representative and the Administrative Agent 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, 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 Agreement, the other Loan Documents and any such other documents (collectively, “Other Taxes”), except for any such Other Taxes attributable to an assignment or participationdocuments, and (ivd) to pay, indemnifyindemnify or reimburse each Lender, defend each Other Representative, each Agent (and any sub-agent thereof) and each Related Party of any of the foregoing Persons (each, an “Indemnitee”) for, and hold each Indemnitee harmless each Lender and the Administrative Agent and their respective Related Parties (collectively, the “Indemnitees”) from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including reasonable and documented fees, disbursements and other charges of counsel incurred in connection with any investigative, administrative or judicial proceeding commenced or threatened by the Borrower or any other Person, whether or not any such Indemnitee shall be designated as a party or potential party thereto, and any fees or expenses incurred by any Indemnitee in enforcing this indemnity), whether direct, indirect or consequential, whether based on strict liability or negligence, and whether based on any federal, provincial or foreign laws, statutes, rules, regulations or guidelines (including Environmental Laws), common law, equity, contract or otherwise that may be imposed on, incurred by or asserted against any Indemnitee, in any manner arising out of or relating respect to (A) this Agreement and any other agreements or documents contemplated hereby or thereby, the other transactions contemplated hereby (including the execution, delivery, enforcement, performance and administration of this Agreement Agreement, the other Loan Documents and the breach by the Borrower ofany such other documents, or default by the Borrower under, including any of the provisions of this Agreement or any Loan, or foregoing relating to the use or proposed use of proceeds of the proceeds thereof)Loans, (B) the violation of, non-compliance noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower or any of its Restricted Subsidiaries or applicable to any of the Real Estate, or (C) any Environmental Claim or any Hazardous Materials relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, possession or control, or practice of, property of the Borrower or any of its Subsidiaries from time Restricted Subsidiaries, of any actual or prospective claim, litigation, investigation or proceeding relating to time any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other Loan Party and regardless of whether any Indemnitee is a party thereto (all the foregoing in this clause (ivd), collectively, the “indemnified liabilitiesIndemnified Liabilities”), provided that the Borrower shall not have any obligation hereunder to any Lead Arranger, any Other Representative, any Agent (or any sub-agent thereof) or any 1003003016v2 #895889271003585382v5 8 Lender (or any Related Party of any such Lead Arranger, Other Representative, Agent (or any sub-agent thereof) or Lender ) with respect to Indemnified Liabilities arising from (i) the gross negligence, bad faith or willful misconduct of any such Lead Arranger, Other Representative, Agent (or any sub-agent thereof) or Lender (or any Related Party of any such Lead Arranger, Other Representative, Agent (or any sub-agent thereof) or Lender), as the case may be, as determined by a court of competent jurisdiction in a final and non-appealable decision, (ii) a material breach of the Loan Documents by any such Lead Arranger, Other Representative, Agent (or any sub-agent thereof) or Lender (or any Related Party of any such Lead Arranger, Other Representative, Agent (or any sub-agent thereof) or Lender), as the case may be, as determined by a court of competent jurisdiction in a final and non-appealable decision or (iii) claims against such Indemnitee or any Related Party brought by any other Indemnitee that do not involve claims against any Lead Arranger or Agent in its capacity as such. Neither the Borrower nor any Indemnitee shall be liable for any indirect, special, punitive or consequential damages hereunder; provided that nothing contained in this sentence shall limit the Borrower’s indemnity or reimbursement obligations under this Section 11.5 to the extent such indirect, special, punitive or consequential damages are included in any third party claim in connection with which such Indemnitee is entitled to indemnification hereunder. All amounts due under this Section 11.5 shall be payable not later than 30 days after written demand therefor. Statements reflecting amounts payable by the Loan Parties pursuant to this Section 11.5 shall be submitted to the address of the Borrower set forth in Section 11.2, or to such other Person or address as may be hereafter designated by the Borrower in a notice to the Administrative Agent. Notwithstanding the foregoing, except as provided in Sections 11.5(b) and (c) above, the Borrower shall have no obligation hereunder under this Section 11.5 to any Indemnitee with respect to indemnified liabilities arising from the gross negligence any tax, levy, impost, duty, charge, fee, deduction or willful misconduct of such Indemnitee as determined withholding imposed, levied, collected, withheld or assessed by a final non-appealable judgment of a court of competent jurisdiction; and provided, further, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to claims that do not involve an act or omission of the Borrower or any of its Affiliates and that is brought by the Administrative Agent or any Lender against any other Lender (other than claims against any of the Administrative Agent or the Lenders or their Affiliates in their respective capacity as the Administrative Agent or any similar role under this Agreement)Governmental Authority. The agreements in this Section 12.5 11.5 shall survive repayment of the Loans and all other amounts payable hereunder. Each of the Lenders and the Administrative Agent agree that any and all of their respective rights under this Agreement and any other agreements contemplated hereby and thereby, including recourse for any obligation or claim for any indemnification thereunder, is limited to recourse to the Borrower and its assets as contemplated hereby, and none of the direct or indirect limited partners, partners, shareholders, members of the Borrower or any of their respective employees, directors or officers shall have any obligations or liability, or be subject to any recourse, in respect of any such obligations or claims hereunder or thereunder.

Payment of Expenses and Taxes. The Credit Parties jointly and severally agree (a) The Borrower agrees (i) to pay or reimburse the Administrative Agent and the Lead Arrangers for all of its their reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation preparation, negotiation, printing and execution of, and any amendment, supplement or modification to, this Agreement Credit Agreement, the other Credit Documents, the Fee Letter and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (including the syndication of the Commitments)thereby, including together with the reasonable fees, fees and disbursements and other charges of one outside counsel to the Administrative Agent, the Issuing Lenders and the Lead Arrangers, (iib) to pay or reimburse each Lender Lender, the Issuing Lenders and the Administrative Agent for all its of their respective reasonable and documented out-of-pockets costs and expenses incurred in connection with the enforcement or preservation of any rights underunder this Credit Agreement, or “workout” or restructuring ofthe other Credit Documents and the Fee Letter, this Agreement and any such other documentsincluding, including without limitation, the reasonable fees, fees and disbursements and other charges of counsel to each Lender and of outside counsel to the Administrative Agent and to each of the Lenders and each of the Issuing Lenders, provided that, absent an actual or perceived conflict of interest, the Borrower shall only be required to reimburse the Administrative Agent, the Lead Arrangers, the Issuing Lenders and each Lender, in the aggregate, for one outside law firm, (iiic) on demand, to pay, indemnify, defend and hold harmless each Lender, each Issuing Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay by the Borrower in paying, stamp, excise and other similar taxes, if any, that which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement the Credit Documents, the Fee Letter and any such other documents documents, (collectivelyd) to pay or reimburse each Lender, “Other Taxes”), except each Issuing Lender and the Administrative Agent for any such Other Taxes attributable reasonable out-of-pocket costs, fees or expenses incurred in connection with any investigation (including, without limitation, background checks) performed to an assignment determine whether the Borrower or participationany of its Subsidiaries or any officer, director, shareholder or Affiliate of the Borrower or any of its Subsidiaries has violated any Anti-Money Laundering Laws, Anti-Corruption Laws or other similar law and (ive) to pay, indemnify, defend and hold harmless each Lender, each Issuing Lender and the Administrative Agent Agent, the Lead Arrangers, their respective Affiliates and their respective other Related Parties (collectively, the an “IndemniteesIndemnified Person”) harmless from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs (including, without limitation, settlement costs), expenses or disbursements of any kind or nature whatsoever from third party claims (including reasonable and documented fees, disbursements and other charges of counsel incurred in connection than claims by taxing authorities) with any investigative, administrative or judicial proceeding commenced or threatened by the Borrower or any other Person, whether or not any such Indemnitee shall be designated as a party or potential party thereto, and any fees or expenses incurred by any Indemnitee in enforcing this indemnity), whether direct, indirect or consequential, whether based on strict liability or negligence, and whether based on any federal, provincial or foreign laws, statutes, rules, regulations or guidelines (including Environmental Laws), common law, equity, contract or otherwise that may be imposed on, incurred by or asserted against any Indemnitee, in any manner arising out of or relating respect to (A) this Agreement and any other agreements or documents contemplated hereby or thereby, the other transactions contemplated hereby (including the execution, delivery, enforcement, performance and administration of this Agreement the Credit Documents, the Fee Letter and any such other documents and the breach by the Borrower ofuse, or default by the Borrower underproposed use, any of proceeds of the provisions of this Agreement or any Loan, or the use or proposed use Loans (all of the proceeds thereof), (B) the violation of, non-compliance with or liability under, any Environmental Law applicable to the operations of the Borrower or any of its Subsidiaries or applicable to any of the Real Estate, or (C) any Environmental Claim or any Hazardous Materials relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, possession or control, or practice of, the Borrower or any of its Subsidiaries from time to time (all the foregoing in this clause (iv)foregoing, collectively, the “indemnified liabilitiesIndemnified Liabilities”); provided provided, however, that the Borrower shall not have no any obligation hereunder to any Indemnitee the an Indemnified Person with respect to indemnified liabilities Indemnified Liabilities arising from the gross negligence or willful misconduct of such Indemnitee Indemnified Person, as determined by a court of competent jurisdiction pursuant to a final non-appealable judgment of a court of competent jurisdiction; and provided, further, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to claims that do not involve an act or omission of the Borrower or any of its Affiliates and that is brought by the Administrative Agent or any Lender against any other Lender (other than claims against any of the Administrative Agent or the Lenders or their Affiliates in their respective capacity as the Administrative Agent or any similar role under this Agreement)judgment. The agreements in this Section 12.5 10.5 shall survive repayment of the Loans Loans, Notes and all other amounts payable hereunderCredit Party Obligations. Each The obligations of the Lenders Foreign Borrower with respect to the indemnification and cost and expense reimbursement obligations set forth above and in the Administrative Agent agree that any other Credit Documents shall, to the extent reasonably ascertainable, be limited to losses, claims, damages, liabilities, costs and all expenses arising out of their respective rights or relating to the obligations of the Foreign Borrower under this Agreement and any the other agreements contemplated hereby Credit Documents (including the enforcement thereof) and thereby, including recourse for any obligation the Foreign Borrower’s use or claim for any indemnification thereunder, is limited to recourse to the Borrower and its assets as contemplated hereby, and none proposed use of the direct or indirect limited partners, partners, shareholders, members of the Borrower or any of their respective employees, directors or officers shall have any obligations or liability, or be subject to any recourse, in respect proceeds of any such obligations or claims hereunder or thereunderLoan made to it.

Payment of Expenses and Taxes. (a) The Borrower agrees (ia) to pay or reimburse each of the Administrative Agent and the Collateral Agent for all of its reasonable and documented out-of-pocket costs and expenses reasonably incurred in connection with (i) the development, preparation negotiation, preparation, execution and execution of, and any amendment, supplement or modification to, delivery of this Agreement and any other documents prepared in connection herewith or therewith, including any amendment, supplement or modification to any of the foregoing and (ii) the consummation and administration of the transactions contemplated hereby and thereby (including the syndication of the Commitments)thereby, including and the reasonable fees, fees and disbursements and other charges of one counsel to the Administrative Agent, the Collateral Agent and the Arrangers, taken as a whole (iiand, to the extent necessary, one local counsel in each relevant jurisdiction for all such entities, taken as a whole and, solely in the case of an actual or potential conflict of interest, one additional local counsel in each relevant jurisdiction to the affected entities similarly situated, taken as a whole), and security interest filing and recording fees and expenses, (b) to pay or reimburse the Administrative Agent, the Collateral Agent and each Lender and the Administrative Agent for all its reasonable and documented costs and expenses reasonably incurred in connection with the enforcement or preservation of any rights underunder this Agreement, or “workout” or restructuring of, this Agreement the other Loan Documents and any such other documentsdocuments following the occurrence and during the continuance of an Event of Default, including without limitation, the reasonable fees, fees and disbursements and other charges of counsel to each Lender and of one counsel to the Administrative Agent, the Collateral Agent and the Lenders and each of their respective affiliates, taken as a whole (iiiand, to the extent reasonably necessary, one local counsel in each relevant jurisdiction for all such entities, taken as a whole, and, solely in the case of an actual or potential conflict of interest, one additional local counsel in each relevant jurisdiction to the affected entities similarly situated, taken as a whole), (c) to pay, indemnify, defend and indemnify and hold harmless each Lender Lender, each Arranger, each Documentation Agent, the Collateral Agent and the Administrative Agent from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, that which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement Agreement, the other Loan Documents and any such other documents (collectively, “Other Taxes”), except for any such Other Taxes attributable without duplication to an assignment or participation, payments made pursuant to Section 2.19) and (ivd) to pay, indemnify, defend and indemnify and hold harmless each Lender and Lender, each Arranger, each Documentation Agent, the Collateral Agent, the Administrative Agent and each of their respective Related Parties Affiliates, directors, officers, employees, representatives, partners and agents (collectivelyeach, the an “IndemniteesIndemnitee”) from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including reasonable and documented fees, disbursements and other charges of counsel incurred in connection with any investigative, administrative or judicial proceeding commenced or threatened by the Borrower or any other Person, whether or not any such Indemnitee shall be designated as a party or potential party thereto, and any fees or expenses incurred by any Indemnitee in enforcing this indemnity), whether direct, indirect or consequential, whether based on strict liability or negligence, and whether based on any federal, provincial or foreign laws, statutes, rules, regulations or guidelines (including Environmental Laws), common law, equity, contract or otherwise that may be imposed on, incurred by or asserted against any Indemnitee, in any manner arising out of or relating respect to (A) this Agreement and any other agreements or documents contemplated hereby or thereby, the other transactions contemplated hereby (including the execution, delivery, enforcement, performance performance, preservation of rights and administration of this Agreement and Agreement, the breach by the Borrower of, or default by the Borrower under, any of the provisions of this Agreement or any Loan, other Loan Documents or the use or proposed use of the proceeds thereof), (B) of the Term Loans or any of the foregoing relating to the violation of, non-compliance noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower Loan Parties or any of its Subsidiaries their respective properties and the reasonable fees and expenses of one legal counsel for the Indemnitees taken as a whole in connection with claims, actions or applicable to proceedings by any of the Real Estate, or (C) Indemnitee against any Environmental Claim or Loan Party under any Hazardous Materials relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, possession or control, or practice of, the Borrower or any of its Subsidiaries from time to time Loan Document (all the foregoing in this clause (ivd), collectively, the “indemnified liabilities”); provided that the Borrower shall have no obligation hereunder to any Indemnitee with respect to indemnified liabilities arising to the extent (x) determined by the final judgment of a court of competent jurisdiction to have resulted from the bad faith, gross negligence or willful misconduct of such Indemnitee or any of such Indemnitee’s Related Persons, (y) resulting from a material breach by such Indemnitee or any of such Indemnitee’s Related Persons of its material obligations under this Agreement or the other Loan Documents or (z) related to any dispute solely among Indemnitees other than any claims against any Indemnitee in its capacity or in fulfilling its role as determined by a final non-appealable judgment an Agent, an Arranger or any similar role under this Agreement and the other Loan Documents and other than any claims involving any act or omission on the part of a court of competent jurisdictionthe Borrower or its Subsidiaries; and provided, further, that the Borrower shall have in no obligation hereunder event be responsible for consequential, indirect, special or punitive damages to any Indemnitee pursuant to this Section 9.5 except such consequential, indirect, special or punitive damages required to be paid by such Indemnitee in respect of any indemnified liabilities. 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 claims all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that do not involve an act or omission of the Borrower or any of its Affiliates and that is brought them might have by the Administrative Agent statute or any Lender otherwise against any other Lender (other than claims against any of the Administrative Agent or the Lenders or their Affiliates in their respective capacity as the Administrative Agent or any similar role under this Agreement). The agreements in this Section 12.5 shall survive repayment of the Loans and all other amounts payable hereunder. Each of the Lenders and the Administrative Agent agree that any and all of their respective rights under this Agreement and any other agreements contemplated hereby and thereby, including recourse for any obligation or claim for any indemnification thereunder, is limited to recourse Indemnitee related to the Borrower and its assets as contemplated herebyindemnified liabilities. To the extent permitted by applicable law, and none of the direct or indirect limited partners, partners, shareholders, members of the Borrower or no Loan Party nor any of their respective Subsidiaries shall assert, and each Loan Party hereby waives, on behalf of itself and its Subsidiaries, any claim against each Lender, each Documentation Agent, each Arranger, each Agent and their respective affiliates, directors, officers, employees, directors attorneys, representatives, agents or officers shall have sub-agents, on any obligations or theory of liability, for special, indirect, consequential or be subject punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any recourseapplicable legal requirement) arising out of, in respect connection with, as a result of, or in any way related to, this Agreement or any Loan Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Term Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and each Loan Party hereby waives, releases and agrees, on behalf of themselves and each of their respective Subsidiaries, not to xxx upon any such obligations claim or claims hereunder any such damages, whether or thereunder.not accrued and whether or not known or suspected to exist in its favor. All amounts due under this Section 9.5 shall be payable not later than 10 days after written demand therefor. Statements payable by the Borrower pursuant to this

Payment of Expenses and Taxes. The Company agrees (a) The Borrower agrees (i) to pay or reimburse each of the Administrative Agent and the Collateral Agent for all of its reasonable 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 the Credit Documents and any other documents prepared in connection herewith or therewithherewith, and the consummation and administration of the transactions contemplated hereby and thereby (including the syndication of the Commitments)thereby, including including, without limitation, the reasonable fees, fees and disbursements and other charges of one counsel to the Administrative Agent and the Collateral Agent, (iib) to pay or reimburse each Lender and Lender, the Administrative Agent and the Collateral Agent for all its reasonable and documented their costs and expenses incurred in connection with with, and to pay, indemnify, and hold the Administrative Agent, the Collateral Agent and each Lender 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 arising out of or in connection with, the enforcement or preservation of any rights under, or “workout” or restructuring of, this Agreement under any Credit Document and any such other documents, including the including, without limitation, reasonable fees, fees and disbursements and other charges of counsel to each Lender and of counsel to the Administrative Agent, the Collateral Agent and each Lender incurred in connection with the foregoing and in connection with advising the Administrative Agent and the Collateral Agent with respect to its rights and responsibilities under this Agreement and the documentation relating thereto, (iiic) to pay, indemnify, defend and to hold harmless the Administrative Agent, the Collateral Agent and each Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes (other than withholding taxes), if any, that which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement any Credit Document and any such other documents (collectively, “Other Taxes”), except for any such Other Taxes attributable to an assignment or participationdocuments, and (ivd) to pay, indemnify, defend and hold harmless the Administrative Agent, the Collateral Agent and each Lender and the Administrative Agent and their respective Related Parties (collectivelyAffiliates, the “Indemnitees”) officers and directors harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including including, without limitation, reasonable fees and documented fees, disbursements and other charges of counsel incurred in connection with any investigative, administrative or judicial proceeding commenced or threatened by the Borrower or any other Person, whether or not any such Indemnitee shall be designated as a party or potential party thereto, and any fees or expenses incurred by any Indemnitee in enforcing this indemnity), whether direct, indirect or consequential, whether based on strict liability or negligence, and whether based on any federal, provincial or foreign laws, statutes, rules, regulations or guidelines (including Environmental Laws), common law, equity, contract or otherwise that counsel) which may be imposed on, incurred by or asserted against any Indemniteethe Administrative Agent, in any manner the Collateral Agent or the Lenders or such Affiliates, officers or directors (x) arising out of or relating in connection with any investigation, litigation or proceeding related to (A) this Agreement Agreement, the other Credit Documents, the proceeds of the Loans or the Subordinated Debt and the transactions contemplated by or in respect of such use of proceeds, or any other agreements or documents contemplated hereby or thereby, of the other transactions contemplated hereby (including hereby, whether or not the executionAdministrative Agent, deliverythe Collateral Agent or any of the Lenders or such Affiliates, enforcementofficers or directors is a party thereto, performance and administration of this Agreement and the breach by the Borrower ofincluding, or default by the Borrower underwithout limitation, any of the provisions of this Agreement or any Loan, or the use or proposed use of the proceeds thereof), (B) foregoing relating to the violation of, non-compliance noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower or Company, any of its Subsidiaries or applicable to any of the Real Estatefacilities and properties owned, leased or (C) any Environmental Claim or any Hazardous Materials relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, possession or control, or practice of, operated by the Borrower Company or any of its Subsidiaries from time Subsidiaries, or (y) without limiting the generality of the foregoing, by reason of or in connection with the execution and delivery or transfer of, or payment or failure to time make payments under, Letters of Credit (it being agreed that nothing in this subsection 11.5(d)(y) is intended to limit the Company's obligations pursuant to 93 88 subsection 3.8) (all the foregoing in this clause (iv)foregoing, collectively, the “"indemnified liabilities”"); , provided that the Borrower Company shall have no obligation hereunder to any Indemnitee with respect to indemnified liabilities of the Administrative Agent, the Collateral Agent or any Lender or any of their respective Affiliates, officers and directors arising from (i) the gross negligence or willful misconduct of such Indemnitee as determined by a final non-appealable judgment of a court of competent jurisdiction; and providedAdministrative Agent, further, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to claims that do not involve an act Collateral Agent or omission of the Borrower Lender or any of its Affiliates and that is brought by their respective directors or officers or (ii) legal proceedings commenced against the Administrative Agent, the Collateral Agent or a Lender by any security holder or creditor thereof arising out of and based upon rights afforded any such security holder or creditor solely in its capacity as such or (iii) legal proceedings commenced against the Administrative Agent, the Collateral Agent or any such Lender against by any other Lender Transferee (other than claims against any of the Administrative Agent or the Lenders or their Affiliates as defined in their respective capacity as the Administrative Agent or any similar role under this Agreementsubsection 11.6). The agreements in this Section 12.5 subsection 11.5 shall survive repayment of the Loans and all other amounts payable hereunder. Each of the Lenders and the Administrative Agent agree that any and all of their respective rights under this Agreement and any other agreements contemplated hereby and thereby, including recourse for any obligation or claim for any indemnification thereunder, is limited to recourse to the Borrower and its assets as contemplated hereby, and none of the direct or indirect limited partners, partners, shareholders, members of the Borrower or any of their respective employees, directors or officers shall have any obligations or liability, or be subject to any recourse, in respect of any such obligations or claims hereunder or thereunder.

Payment of Expenses and Taxes. (a) The Borrower agrees (ia) to pay or reimburse the Administrative Agent for all of its reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation preparation, negotiation, printing and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (including the syndication of the Commitments)thereby, including together with the reasonable fees, fees and disbursements and other charges of one counsel to the Administrative Agent, Agent or (iib) to pay or reimburse each Lender and the Administrative Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights underunder this Agreement, or “workout” or restructuring of, this Agreement the Notes and any such other documents, including including, without limitation, the reasonable fees, fees and disbursements and other charges of counsel to each Lender and of counsel to the Administrative AgentAgent and to the Lenders (including reasonable allocated costs of in-house legal counsel), and (iiic) on demand, to pay, indemnify, defend and hold harmless each Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, 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 Credit Documents and any such other documents (collectively, “Other Taxes”), except for any such Other Taxes attributable to an assignment or participationdocuments, and (ivd) to pay, indemnify, defend and hold harmless each Lender and the Administrative Agent and their respective Related Parties (collectively, the “Indemnitees”) Affiliates harmless from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including reasonable and documented fees, disbursements and other charges of counsel incurred in connection with any investigative, administrative or judicial proceeding commenced or threatened by the Borrower or any other Person, whether or not any such Indemnitee shall be designated as a party or potential party thereto, and any fees or expenses incurred by any Indemnitee in enforcing this indemnity), whether direct, indirect or consequential, whether based on strict liability or negligence, and whether based on any federal, provincial or foreign laws, statutes, rules, regulations or guidelines (including Environmental Laws), common law, equity, contract or otherwise that may be imposed on, incurred by or asserted against any Indemnitee, in any manner arising out of or relating respect to (A) this Agreement and any other agreements or documents contemplated hereby or thereby, the other transactions contemplated hereby (including the execution, delivery, enforcement, performance and administration of this Agreement the Credit Documents and any such other documents and the breach by the Borrower ofuse, or default by the Borrower underproposed use, any of proceeds of the provisions of this Agreement or any Loan, or the use or proposed use Loans (all of the proceeds thereof), (B) the violation of, non-compliance with or liability under, any Environmental Law applicable to the operations of the Borrower or any of its Subsidiaries or applicable to any of the Real Estate, or (C) any Environmental Claim or any Hazardous Materials relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, possession or control, or practice of, the Borrower or any of its Subsidiaries from time to time (all the foregoing in this clause (iv)foregoing, collectively, the “indemnified liabilities”"INDEMNIFIED LIABILITIES"); provided PROVIDED, HOWEVER, that the Borrower shall not have no any obligation hereunder to the Administrative Agent or any Indemnitee Lender with respect to indemnified liabilities arising from the gross negligence or willful misconduct of the Administrative Agent or any such Indemnitee Lender, as determined by a final non-appealable judgment of a court of competent jurisdiction; and provided, further, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to claims that do not involve an act or omission of the Borrower or any of its Affiliates and that is brought by the Administrative Agent or any Lender against any other Lender (other than claims against any of the Administrative Agent or the Lenders or their Affiliates in their respective capacity as the Administrative Agent or any similar role under this Agreement). The agreements in this Section 12.5 shall survive repayment of the Loans and all other amounts payable hereunder. Each of the Lenders and the Administrative Agent agree that any and all of their respective rights under this Agreement and any other agreements contemplated hereby and thereby, including recourse for any obligation or claim for any indemnification thereunder, is limited to recourse to the Borrower and its assets as contemplated hereby, and none of the direct or indirect limited partners, partners, shareholders, members of the Borrower or any of their respective employees, directors or officers shall have any obligations or liability, or be subject to any recourse, in respect of any such obligations or claims hereunder or thereunder.this

Payment of Expenses and Taxes. (a) The Borrower agrees (ia) to pay or reimburse the Administrative Agent and each Other Representative for all of its reasonable and documented out-of-pocket costs and expenses incurred in connection with the developmentpreparation, preparation execution and execution delivery of, and any amendment, supplement supplement, waiver or modification to, this Agreement Agreement, the 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 the syndication of the Commitments)) contemplated hereby and thereby, including including, without limitation, the reasonable fees, fees and disbursements and other charges of one a single counsel to (in addition to any special or local counsel retained by such counsel to assist it) representing all of the Administrative AgentAgents, the Other Representatives and the Lenders, (iib) to pay or reimburse each Lender Lender, each Other Representative and the Administrative Agent for all its reasonable and documented costs and expenses (in the case of taxes, limited to stamp, excise or other similar taxes) incurred in connection with the enforcement or preservation of any rights underunder this Agreement, or “workout” or restructuring ofthe Notes, this Agreement the other Loan Documents and any such other documents, including including, without limitation, the reasonable fees, fees and disbursements and other charges of counsel to each Lender and of counsel to the Administrative AgentOther Representatives and the several Lenders, and any reasonable Environmental Costs arising out of or in way relating to any Loan Party or any property in which any Loan Party has had any interest at any time, (iiic) to pay, indemnify, defend and hold harmless each Lender Lender, each Co-Agent and the Administrative Agent harmless from, any and all recording and filing fees (to the extent permitted by applicable law) and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, that which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement Agreement, the Notes, the other Loan Documents and any such other documents (collectively, “Other Taxes”), except for any such Other Taxes attributable to an assignment or participationdocuments, and (ivd) to pay, indemnify, defend and hold harmless each Lender Lender, each Co-Agent and the Administrative Agent (and their respective Related Parties (collectivelydirectors, the “Indemnitees”officers, employees, agents, successors and assigns) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including reasonable and documented fees, disbursements and other charges of counsel incurred in connection with any investigative, administrative or judicial proceeding commenced or threatened by the Borrower or any other Person, whether or not any such Indemnitee shall be designated as a party or potential party thereto, and any fees or expenses incurred caused by any Indemnitee in enforcing this indemnity)Lender's, whether direct, indirect or consequential, whether based on strict liability or negligence, and whether based on any federal, provincial or foreign laws, statutes, rules, regulations or guidelines (including Environmental Laws), common law, equity, contract or otherwise that may be imposed on, incurred by or asserted against any Indemnitee, in any manner arising out of or relating to (A) this Agreement and any other agreements or documents contemplated hereby or therebyOther Representative's, the Administrative Agent's or any of their respective directors', officers', employees', agents', successors' or assigns' own negligence (other transactions contemplated hereby (including than gross negligence) and including, without limitation, the reasonable fees and disbursements of counsel) with respect to the execution, delivery, enforcement, performance and administration of this Agreement Agreement, the Notes, the other Loan Documents and any such other documents (regardless of whether, any Other Representative, the breach by Administrative Agent or any Lender is a party to the Borrower oflitigation or other proceeding giving rise thereto), or default by the Borrower underincluding, without limitation, any of the provisions of this Agreement or any Loan, or the use or proposed use of the proceeds thereof), (B) foregoing relating to the violation of, non-compliance noncompliance with or liability under, any Environmental Law Laws or any orders, requirements or demands of Governmental Authorities related thereto applicable to the operations of the Borrower or Borrower, any of its Subsidiaries or applicable to any of the Real Estate, or (C) any Environmental Claim or any Hazardous Materials relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, possession or control, or practice of, the Borrower or any of its Subsidiaries from time to time Properties (all the foregoing in this clause (ivd), collectively, the “"indemnified liabilities”"); provided that the Borrower shall have no obligation hereunder to any Indemnitee with respect to indemnified liabilities arising from the gross negligence or willful misconduct of such Indemnitee as determined by a final non-appealable judgment of a court of competent jurisdiction; and , provided, further, that the Borrower shall have no obligation hereunder to the Administrative Agent, any Indemnitee Other Representative or any Lender with respect to claims that do not involve an act Environmental Costs or omission indemnified liabilities arising from (i) the gross negligence or willful misconduct of the Borrower Administrative Agent, such Other Representative, or any such Lender (or any of their respective directors, officers, employees, agents, successors' and assigns) or (ii) legal proceedings commenced against, the Administrative Agent, such Co-Agent or such Lender, as the case may be, by any securityholder or creditor thereof arising out of and based upon rights afforded any such securityholder or creditor solely in its Affiliates capacity as such. Notwithstanding the foregoing, except as provided in clause (b) and that is brought by (c) above, the Borrower shall have no obligation under this Section 11.5 to any Other Representative, the Administrative Agent or any Lender against with respect to any other Lender (other than claims against tax, levy, impost, duty, charge, fee, deduction or withholding imposed, levied, collected, withheld or assessed by any of the Administrative Agent or the Lenders or their Affiliates in their respective capacity as the Administrative Agent or any similar role under this Agreement)Governmental Authority. The agreements in this Section 12.5 11.5 shall survive repayment of the Loans Notes and all other amounts payable hereunder. Each of the Lenders and the Administrative Agent agree that any and all of their respective rights under this Agreement and any other agreements contemplated hereby and thereby, including recourse for any obligation or claim for any indemnification thereunder, is limited to recourse to the Borrower and its assets as contemplated hereby, and none of the direct or indirect limited partners, partners, shareholders, members of the Borrower or any of their respective employees, directors or officers shall have any obligations or liability, or be subject to any recourse, in respect of any such obligations or claims hereunder or thereunder.

Payment of Expenses and Taxes. (a) The Borrower agrees (ia) to pay or reimburse the Arranger and the Administrative Agent for all of its their reasonable 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 any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (including the syndication of the Commitments), including the reasonable fees, disbursements and other charges of one counsel to the Administrative Agent, (iib) to pay or reimburse each Lender and the Administrative Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under, or “workout” or restructuring of, this Agreement and any such other documents, including the reasonable fees, disbursements and other charges of counsel to each Lender and of counsel to the Administrative Agent, (iiic) to pay, indemnify, defend and hold harmless each Lender and the Administrative Agent from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement and any such other documents (collectively, “Other Taxes”), except for any such Other Taxes attributable to an assignment or participationdocuments, and (ivd) to pay, indemnify, defend and hold harmless each Lender Lender, the Arranger and the Administrative Agent and their respective Related Parties directors, officers, employees, trustee, agents and Affiliates (collectively, the “Indemnitees”) from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including reasonable and documented fees, disbursements and other charges of counsel incurred in connection with any investigative, administrative or judicial proceeding commenced or threatened by the Borrower or any other Person, whether or not any such Indemnitee shall be designated as a party or potential party thereto, and any fees or expenses incurred by any Indemnitee in enforcing this indemnity), whether direct, indirect or consequential, whether based on strict liability or negligence, and whether based on any federal, provincial or foreign laws, statutes, rules, regulations or guidelines (including Environmental Laws), common law, equity, contract or otherwise that may be imposed on, incurred by or asserted against any Indemnitee, in any manner arising out of or relating to (Ai) this Agreement and any other agreements or documents contemplated hereby or thereby, the other transactions contemplated hereby (including the execution, delivery, enforcement, performance and administration of this Agreement and the breach by the Borrower of, or default by the Borrower under, any of the provisions of this Agreement or any Loan, or the use or proposed use of the proceeds thereof)Agreement, (Bii) the violation of, non-compliance with or liability under, any Environmental Law applicable to the operations of the Borrower or any of its Subsidiaries or applicable to any of the Real Estate, or (Ciii) any Environmental Claim or any Hazardous Materials relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, possession or control, or practice of, the Borrower or any of its Subsidiaries from time to time (all the foregoing in this clause (ivd), collectively, the “indemnified liabilities”); provided that the Borrower shall have no obligation hereunder to any Indemnitee with respect to indemnified liabilities arising from the gross negligence or willful misconduct of such Indemnitee as determined by a final non-appealable judgment of a court of competent jurisdiction; jurisdiction of which no appeal (or further appeal) is available and provided, further, provided further that the Borrower shall have no obligation hereunder to any Indemnitee with respect to claims that do not involve an act or omission of to the Borrower or any of its Affiliates and that is brought by extent relating to disputes among the Administrative Agent or any Lender against any other Lender (other than claims against Lenders, any of the Administrative Agent or the Lenders or their Affiliates in their respective capacity as Arranger and/or the Administrative Agent or any similar role under this Agreement)Agent. The agreements in this Section 12.5 11.5 shall survive repayment of the Loans and all other amounts payable hereunder. Each of the Lenders Lenders, the Arranger and the Administrative Agent agree that any and all of their respective rights under this Agreement and any other agreements contemplated hereby and thereby, including recourse for any obligation or claim for any indemnification thereunder, is limited to recourse to the Borrower and its assets as contemplated hereby, and none of the direct or indirect limited partners, partners, shareholders, members of the Borrower or any of their respective employees, directors or officers shall have any obligations or liability, or be subject to any recourse, in respect of any such obligations or claims hereunder or thereunder.

Payment of Expenses and Taxes. (a) The Borrower agrees (ia) to pay or reimburse the Administrative Agent and the Lead Arrangers for all of its their reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation preparation, negotiation, printing and execution of, and any amendment, supplement or modification to, this Loan 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 syndication of the Commitments)thereby, including together with the reasonable fees, fees and disbursements and other charges of one counsel to the Administrative AgentAgent and the Lead Arrangers, (iib) to pay or reimburse each Lender and the Administrative Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under, or “workout” or restructuring of, under this Loan Agreement and any such the other documentsLoan Documents, including including, without limitation, the reasonable fees, fees and disbursements and other charges of counsel to each Lender and of counsel to the Administrative AgentAgent and to the Lenders, (iiic) on demand, to pay, indemnify, defend and hold harmless each Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, 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 Loan Documents and any such other documents documents, (collectively, “Other Taxes”), except d) to pay or reimburse each Lender and the Administrative Agent for any such Other Taxes attributable reasonable and documented costs, fees or expenses incurred in connection with any investigation (including, without limitation, background checks) performed to an assignment determine whether the Borrower or participationany of its Subsidiaries or any officer, director, shareholder or affiliate of the Borrower or any of its Subsidiaries has violated any Anti-Terrorism Laws or other similar law and (ive) to pay, indemnify, defend and hold harmless each Lender and the Administrative Agent and their respective Affiliates and Related Parties (collectively, the “Indemnitees”) Persons harmless from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs (including, without limitation, settlement costs), expenses or disbursements of any kind or nature whatsoever (including reasonable and documented fees, disbursements and other charges of counsel incurred in connection with any investigative, administrative or judicial proceeding commenced or threatened by the Borrower or any other Person, whether or not any such Indemnitee shall be designated as a party or potential party thereto, and any fees or expenses incurred by any Indemnitee in enforcing this indemnity), whether direct, indirect or consequential, whether based on strict liability or negligence, and whether based on any federal, provincial or foreign laws, statutes, rules, regulations or guidelines (including Environmental Laws), common law, equity, contract or otherwise that may be imposed on, incurred by or asserted against any Indemnitee, in any manner arising out of or relating respect to (A) this Agreement and any other agreements or documents contemplated hereby or thereby, the other transactions contemplated hereby (including the execution, delivery, enforcement, performance and administration of this Agreement the Loan Documents and any such other documents and the breach by the Borrower ofuse, or default by the Borrower underproposed use, any of proceeds of the provisions of this Agreement or any Loan, or the use or proposed use Loans (all of the proceeds thereof), (B) the violation of, non-compliance with or liability under, any Environmental Law applicable to the operations of the Borrower or any of its Subsidiaries or applicable to any of the Real Estate, or (C) any Environmental Claim or any Hazardous Materials relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, possession or control, or practice of, the Borrower or any of its Subsidiaries from time to time (all the foregoing in this clause (iv)foregoing, collectively, the “indemnified liabilitiesIndemnified Liabilities”); provided provided, however, that the Borrower shall not have no any obligation hereunder to the Administrative Agent, any Indemnitee Lender or any of their Affiliates or Related Persons with respect to indemnified liabilities Indemnified Liabilities arising from the gross negligence or willful misconduct of the Administrative Agent, any such Indemnitee Lender, any such Affiliate or any Related Person of the Administrative Agent, such Lender, or such Affiliate, as determined by a court of competent jurisdiction pursuant to a final non-appealable judgment of a court of competent jurisdiction; and provided, further, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to claims that do not involve an act or omission of the Borrower or any of its Affiliates and that is brought by the Administrative Agent or any Lender against any other Lender (other than claims against any of the Administrative Agent or the Lenders or their Affiliates in their respective capacity as the Administrative Agent or any similar role under this Agreement)judgment. The agreements in this Section 12.5 8.5 shall survive repayment of the Loans Loans, Notes and all other amounts payable hereunder. Each of the Lenders and the Administrative Agent agree that any and all of their respective rights under this Agreement and any other agreements contemplated hereby and thereby, including recourse for any obligation or claim for any indemnification thereunder, is limited to recourse to the Borrower and its assets as contemplated hereby, and none of the direct or indirect limited partners, partners, shareholders, members of the Borrower or any of their respective employees, directors or officers shall have any obligations or liability, or be subject to any recourse, in respect of any such obligations or claims hereunder or thereunderLoan Party Obligations.

Payment of Expenses and Taxes. The Credit Parties jointly and severally agree (a) The Borrower agrees (i) to pay or reimburse the Administrative Agent and the Lead Arrangers for all of its their reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation preparation, negotiation, printing and execution of, and any amendment, supplement or modification to, this Agreement Credit Agreement, the other Credit Documents, the Fee Letter and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (including the syndication of the Commitments)thereby, including together with the reasonable fees, fees and disbursements and other charges of one outside counsel to the Administrative Agent, the Issuing Lenders and the Lead Arrangers, (iib) to pay or reimburse each Lender Lender, the Issuing Lenders and the Administrative Agent for all its of their respective reasonable and documented out-of-pockets costs and expenses incurred in connection with the enforcement or preservation of any rights underunder this Credit Agreement, or “workout” or restructuring ofthe other Credit Documents and the Fee Letter, this Agreement and any such other documentsincluding, including without limitation, the reasonable fees, fees and disbursements and other charges of counsel to each Lender and of outside counsel to the Administrative Agent and to each of the Lenders and each of the Issuing Lenders, provided that, absent an actual or perceived conflict of interest, the Borrower shall only be required to reimburse the Administrative Agent, the Lead Arrangers, the Issuing Lenders and each Lender, in the aggregate, for one outside law firm, (iiic) on demand, to pay, indemnify, defend and hold harmless each Lender, each Issuing Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay by the Borrower in paying, stamp, excise and other similar taxes, if any, that which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement the Credit Documents, the Fee Letter and any such other documents documents, (collectivelyd) to pay, reimburse or indemnify the Administrative Agent, including as its role as “Other Taxes”)collateral agent” with respect to the exercise of any right or remedy the Administrative Agent or the Lenders may have under this Agreement or the other Credit Documents, except including but not limited to, the foreclosure upon, or seizure of, any Collateral or exercise of any other rights of a secured party, (e) to pay or reimburse each Lender, each Issuing Lender and the Administrative Agent for any such Other Taxes attributable reasonable out-of-pocket costs, fees or expenses incurred in connection with any investigation (including, without limitation, background checks) performed to an assignment determine whether the Borrower or participationany of its Subsidiaries or any officer, director, shareholder or Affiliate of the Borrower or any of its Subsidiaries has violated any Anti-Money Laundering Laws, Anti-Corruption Laws or other similar law and (ivef) to pay, indemnify, defend and hold harmless each Lender, each Issuing Lender and the Administrative Agent Agent, the Lead Arrangers, their respective Affiliates and their respective other Related Parties (collectively, the an “IndemniteesIndemnified Person”) harmless from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs (including, without limitation, settlement costs), expenses or disbursements of any kind or nature whatsoever from third party claims (including reasonable and documented fees, disbursements and other charges of counsel incurred in connection than claims by taxing authorities) with any investigative, administrative or judicial proceeding commenced or threatened by the Borrower or any other Person, whether or not any such Indemnitee shall be designated as a party or potential party thereto, and any fees or expenses incurred by any Indemnitee in enforcing this indemnity), whether direct, indirect or consequential, whether based on strict liability or negligence, and whether based on any federal, provincial or foreign laws, statutes, rules, regulations or guidelines (including Environmental Laws), common law, equity, contract or otherwise that may be imposed on, incurred by or asserted against any Indemnitee, in any manner arising out of or relating respect to (A) this Agreement and any other agreements or documents contemplated hereby or thereby, the other transactions contemplated hereby (including the execution, delivery, enforcement, performance and administration of this Agreement the Credit Documents, the Fee Letter and any such other documents and the breach by the Borrower ofuse, or default by the Borrower underproposed use, any of proceeds of the provisions of this Agreement or any Loan, or the use or proposed use Loans (all of the proceeds thereof), (B) the violation of, non-compliance with or liability under, any Environmental Law applicable to the operations of the Borrower or any of its Subsidiaries or applicable to any of the Real Estate, or (C) any Environmental Claim or any Hazardous Materials relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, possession or control, or practice of, the Borrower or any of its Subsidiaries from time to time (all the foregoing in this clause (iv)foregoing, collectively, the “indemnified liabilitiesIndemnified Liabilities”); provided provided, however, that the Borrower shall not have no any obligation hereunder to any Indemnitee the an Indemnified Person with respect to indemnified liabilities Indemnified Liabilities arising from the gross negligence or willful misconduct of such Indemnitee Indemnified Person, as determined by a court of competent jurisdiction pursuant to a final non-appealable judgment of a court of competent jurisdiction; and provided, further, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to claims that do not involve an act or omission of the Borrower or any of its Affiliates and that is brought by the Administrative Agent or any Lender against any other Lender (other than claims against any of the Administrative Agent or the Lenders or their Affiliates in their respective capacity as the Administrative Agent or any similar role under this Agreement)judgment. The agreements in this Section 12.5 10.5 shall survive repayment of the Loans Loans, Notes and all other amounts payable hereunderCredit Party Obligations. Each The obligations of the Lenders Foreign Borrower with respect to the indemnification and cost and expense reimbursement obligations set forth above and in the Administrative Agent agree that any other Credit Documents shall, to the extent reasonably ascertainable, be limited to losses, claims, damages, liabilities, costs and all expenses arising out of their respective rights or relating to the obligations of the Foreign Borrower under this Agreement and any the other agreements contemplated hereby Credit Documents (including the enforcement thereof) and thereby, including recourse for any obligation the Foreign Borrower’s use or claim for any indemnification thereunder, is limited to recourse to the Borrower and its assets as contemplated hereby, and none proposed use of the direct or indirect limited partners, partners, shareholders, members of the Borrower or any of their respective employees, directors or officers shall have any obligations or liability, or be subject to any recourse, in respect proceeds of any such obligations or claims hereunder or thereunderLoan made to it.

Payment of Expenses and Taxes. (a) The Each Borrower agrees (ia) to pay or reimburse the General Administrative Agent and the Canadian Administrative Agent for all of its their respective reasonable and documented out-of-pocket costs and expenses incurred in connection with the developmentpreparation, preparation execution and execution delivery of, and any amendment, supplement supplement, waiver 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 syndication of the Commitments)) contemplated hereby and thereby, including including, without limitation, the reasonable fees, fees and disbursements of counsel (and other charges of one any special or local counsel retained by such counsel to the assist it) to each Administrative Agent, (iib) to pay or reimburse each Lender and the each Administrative Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights underunder this Agreement, or “workout” or restructuring of, this Agreement the other Loan Documents and any such other documents; provided that the Borrowers shall only be required to pay or reimburse the Lenders and the Administrative Agents for the fees and disbursements of (i) one counsel for the General Administrative Agent, including (ii) one counsel for the reasonable fees, disbursements and other charges of counsel to each Lender and of counsel to the Canadian Administrative Agent, (iii) one counsel for the Canadian Lenders, (iv) one counsel for the U.S. Lenders pursuant to this clause (b) and (v) one counsel to the General Administrative Agent and the Multicurrency Lenders in the jurisdiction of each Foreign Subsidiary Borrower, (c) to pay, indemnify, defend and hold harmless each Lender and the each Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, that which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement Agreement, the other Loan Documents and any such other documents (collectively, “Other Taxes”), except for any such Other Taxes attributable to an assignment or participationdocuments, and (ivd) to pay, indemnify, defend and hold harmless each Lender and the each Administrative Agent (and their respective Related Parties (collectivelydirectors, the “Indemnitees”officers, employees, agents, affiliates and successors) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including reasonable and documented fees, disbursements and other charges of counsel incurred in connection with any investigative, administrative or judicial proceeding commenced or threatened by the Borrower or any other Person, whether or not caused by any Lender's or either Administrative Agent's or any of their respective directors', officers', employees', agents', successors', affiliates' or assigns' negligence (other than gross negligence) and including, without limitation, the reasonable fees and disbursements of the respective counsels to each Administrative Agent and each Lender, including, without duplication, the allocated costs of staff counsel to any such Indemnitee shall be designated as a party Administrative Agent or potential party thereto, and any fees or expenses incurred by any Indemnitee in enforcing this indemnity), whether direct, indirect or consequential, whether based on strict liability or negligence, and whether based on any federal, provincial or foreign laws, statutes, rules, regulations or guidelines (including Environmental Laws), common law, equity, contract or otherwise that may be imposed on, incurred by or asserted against any Indemnitee, in any manner arising out of or relating Lender) with respect to (A) this Agreement and any other agreements or documents contemplated hereby or thereby, the other transactions contemplated hereby (including the execution, delivery, enforcement, performance and administration of this Agreement Agreement, the other Loan Documents and any such other documents (regardless of whether either Administrative Agent 101 or any Lender is a party to the breach by the Borrower oflitigation or other proceeding giving rise thereto), or default by the Borrower underincluding, without limitation, any of the provisions of this Agreement or any Loan, or the use or proposed use of the proceeds thereof), (B) foregoing relating to the violation of, non-compliance noncompliance with or liability under, any Environmental Law Laws or any orders, requirements or demands of Governmental Authorities related thereto applicable to the operations of the Borrower or U.S. Borrower, any of its Subsidiaries or applicable to any of the Real Estate, or (C) any Environmental Claim or any Hazardous Materials relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, possession or control, or practice of, the Borrower or any of its Subsidiaries from time to time Properties (all the foregoing in this clause (ivd), collectively, the “"indemnified liabilities”"); provided , provided, that the Borrower Borrowers shall have no obligation hereunder to the Administrative Agents or any Indemnitee Lender with respect to indemnified liabilities arising to the extent such indemnified liabilities arise solely from (i) the gross negligence or willful misconduct of the General Administrative Agent, the Canadian Administrative Agent or any such Indemnitee Lender (or any of their respective directors, officers, employees, agents, affiliates or successors) or (ii) legal proceedings commenced against the General Administrative Agent, the Canadian Administrative Agent or any such Lender by any securityholder or creditor of the General Administrative Agent, the Canadian Administrative Agent or any such Lender arising out of and based upon rights afforded any such securityholder or creditor solely in its capacity as determined by a final non-appealable judgment of a court of competent jurisdictionsuch; provided, however, that nothing in this subsection shall be construed as requiring the Canadian Borrower to so indemnify in amounts that would be in violation of, and its obligations to so indemnify are subject to, the restrictions on financial assistance set out in the Business Corporations Act (Ontario); and, provided, further, that the Borrower preceding proviso shall have no obligation hereunder to not be construed in any Indemnitee with respect to claims that do not involve an act way as limiting or omission derogating from the obligations of the Borrower or any of its Affiliates and that is brought by the Administrative Agent or any Lender against any other Lender (other than claims against any of the Administrative Agent or the Lenders or their Affiliates Borrowers set out in their respective capacity as the Administrative Agent or any similar role under this Agreement)subsection. The agreements in this Section 12.5 subsection shall survive repayment of the Loans Loans, the Acceptance Reimbursement Obligations and all other amounts payable hereunder. Each of the Lenders and the Administrative Agent agree that any and all of their respective rights under this Agreement and any other agreements contemplated hereby and thereby, including recourse for any obligation or claim for any indemnification thereunder, is limited to recourse to the Borrower and its assets as contemplated hereby, and none of the direct or indirect limited partners, partners, shareholders, members of the Borrower or any of their respective employees, directors or officers shall have any obligations or liability, or be subject to any recourse, in respect of any such obligations or claims hereunder or thereunder.

Payment of Expenses and Taxes. (a) The Parent Borrower agrees (ia) to pay or reimburse the Administrative Agent Commitment Parties for (1) all of its their reasonable and documented or invoiced out-of-pocket costs and expenses incurred in connection with (i) the syndication of the Facility 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 contemplated hereby and thereby (including the syndication of the Commitments) contemplated hereby and thereby and (iii) efforts to monitor the Loans and verify, protect, evaluate, assess, appraise, collect, sell, liquidate or otherwise dispose of any of the Collateral, and (2) the reasonable and documented or invoiced fees and disbursements of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP and Norton Xxxx Xxxxxxxxx Canada LLP, a single local counsel in each relevant jurisdiction and such other special or local counsel, consultants, advisors, appraisers and auditors whose retention (other than during the continuance of an Event of Default) is approved by the Parent Borrower (such consent not to be unreasonably withheld, conditioned or delayed), including the reasonable fees, disbursements and other charges of one counsel to the Administrative Agent, (iib) to pay or reimburse each Lender, Issuing Lender and the Administrative Agent for all its reasonable and documented or invoiced costs and expenses incurred in connection with the enforcement or preservation of any rights underunder this Agreement, or “workout” or restructuring of, this Agreement the other Loan Documents and any such other documentsdocuments prepared in connection herewith or therewith, including the reasonable fees, fees and disbursements and other charges of counsel to each Lender and of counsel to the Administrative AgentAgents and the Lenders, (iiic) to pay, indemnifyindemnify or reimburse each Lender, defend Issuing Lender and Agent for, and hold harmless each Lender, Issuing Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, that which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement Agreement, the other Loan Documents and any such other documents documents, (collectively, “Other Taxes”), except for any such Other Taxes attributable to an assignment or participation, and (ivd) to pay, indemnifyindemnify or reimburse each Lender, defend Issuing Lender, Syndication Agent, Other Representative and hold harmless each Lender and the Administrative Agent Agent, their respective affiliates, and their respective Related Parties officers, directors, employees, shareholders, members, attorneys and other advisors, agents and controlling persons (collectivelyeach, the an “IndemniteesIndemnitee”) 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 (including reasonable and documented fees, disbursements and other charges of counsel incurred in connection with any investigative, administrative or judicial proceeding commenced or threatened by the Borrower or any other Person, whether or not any such Indemnitee shall be designated as a party or potential party thereto, and any fees or expenses incurred by any Indemnitee in enforcing this indemnity), whether direct, indirect or consequential, whether based on strict liability or negligence, and whether based on any federal, provincial or foreign laws, statutes, rules, regulations or guidelines (including Environmental Laws), common law, equity, contract or otherwise that may be imposed on, incurred by or asserted against any Indemnitee, in any manner arising out of or relating respect to (A) this Agreement and any other agreements or documents contemplated hereby or thereby, the other transactions contemplated hereby (including the execution, delivery, enforcement, performance and administration of this Agreement Agreement, the other Loan Documents and the breach by the Borrower ofany such other documents, or default by the Borrower under, including any of the provisions of this Agreement or any Loan, or foregoing relating to the use or proposed use of proceeds of the proceeds thereof)Loans, (B) Letters of Credit or the violation of, non-compliance noncompliance with or liability under, any Environmental Law applicable attributable to the operations of the Parent Borrower or any of its Subsidiaries or applicable to any of property or facility owned, leased or operated by the Real Estate, or (C) any Environmental Claim or any Hazardous Materials relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, possession or control, or practice of, the Parent Borrower or any of its Subsidiaries or the presence of Materials of Environmental Concern at, on or under, and Release of Materials of Environmental Concern at, on, under or from time any such properties or facilities, or any litigation or other proceeding relating to time any of the foregoing, regardless of whether any such Indemnitee is a party thereto and whether or not such litigation or other proceeding is brought by any Borrower, any equity holder, Affiliate or creditor of any Borrower or any other Person (all the foregoing in this clause (ivd), collectively, the “indemnified liabilitiesIndemnified Liabilities”) and (e) to pay reasonable and documented or invoiced fees for appraisals and field examinations required by subsection 7.6(b) and the preparation of Reports related thereto in each calendar year based on the fees charged by third parties retained by the Administrative Agent (notwithstanding any reference to “out-of-pocket” above in this subsection 11.5); provided that any Borrower shall not have any obligation hereunder to the Administrative Agent, any other Agent, any Issuing Lender or any Lender (or any of their respective affiliates, or any of their respective officers, directors, employees, shareholders, members, attorneys and other advisors, agents and controlling persons with respect to Indemnified Liabilities arising from (i) the gross negligence, bad faith or willful misconduct (as determined by a court of competent jurisdiction in a final non-appealable decision, or by settlement tantamount thereto) of the Administrative Agent, any such other Agent, any LC Facility Issuing Lender or any such Lender (or any of their respective affiliates, or any of their respective officers, directors, employees, shareholders, members, agents, attorneys and other advisors, successors and controlling persons), (ii) claims made or legal proceedings commenced against the Administrative Agent, any other Agent, any Issuing Lender or any such Lender by any security holder or creditor thereof arising out of and based upon rights afforded any such security holder or creditor solely in its capacity as such, (iii) claims of any Indemnitee (or any Related Party thereof) solely against one or more Indemnitees (or any Related Party thereof or disputes between or among Indemnitees (or any Related Party thereof) in each case except to the extent such claim is determined to have been caused by an act or omission by the Parent Borrower or any of its Subsidiaries or such dispute involves any Agent in its capacity as such and (iv) a material breach of the Loan Documents by the applicable Indemnitee (or any Related Party thereof). To the fullest extent permitted under applicable law, no Indemnitee shall be liable for any consequential or punitive damages in connection with the Facility. All amounts due under this subsection shall be payable not later than 30 days after written demand therefor. Statements reflecting amounts payable by the Loan Parties pursuant to this subsection 11.5 shall be submitted to the address of the Borrowers set forth in subsection 11.2, or to such other Person or address as may be hereafter designated by the Parent Borrower in a notice to the Administrative Agent. Notwithstanding the foregoing, except as provided in clauses (b) and (c) above and in Section 4, the Borrowers shall have no obligation hereunder under this subsection 11.5 to any Indemnitee with respect to indemnified liabilities arising from the gross negligence any Taxes imposed, levied, collected, withheld or willful misconduct of such Indemnitee as determined assessed by a final non-appealable judgment of a court of competent jurisdiction; and provided, further, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to claims that do not involve an act or omission of the Borrower or any of its Affiliates and that is brought by the Administrative Agent or any Lender against any other Lender (other than claims against any of the Administrative Agent or the Lenders or their Affiliates in their respective capacity as the Administrative Agent or any similar role under this Agreement)Governmental Authority. The agreements in this Section 12.5 subsection shall survive repayment of the Loans Loans, the L/C Obligations and all other amounts payable hereunder. Each of the Lenders and the Administrative Agent agree that any and all of their respective rights under this Agreement and any other agreements contemplated hereby and thereby, including recourse for any obligation or claim for any indemnification thereunder, is limited to recourse to the Borrower and its assets as contemplated hereby, and none of the direct or indirect limited partners, partners, shareholders, members of the Borrower or any of their respective employees, directors or officers shall have any obligations or liability, or be subject to any recourse, in respect of any such obligations or claims hereunder or thereunder.

Payment of Expenses and Taxes. (a) The Borrower agrees (ia) to pay or reimburse the Administrative Agent for all of its reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation preparation, negotiation, printing and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (including the syndication of the Commitments)thereby, including together with the reasonable fees, fees and disbursements and other charges of one counsel to the Administrative Agent, (iib) to pay or reimburse each Lender and the Administrative Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights underunder this Agreement, or “workout” or restructuring of, this Agreement the Notes and any such other documents, including including, without limitation, the reasonable fees, fees and disbursements and other charges of counsel to each Lender and of counsel to the Administrative AgentAgent and to the Lenders (including reasonable allocated costs of in-house legal counsel), and (iiic) on demand, to pay, indemnify, defend and hold harmless each Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, 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 Credit Documents and any such other documents (collectively, “Other Taxes”), except for any such Other Taxes attributable to an assignment or participationdocuments, and (ivd) to pay, indemnify, defend and hold harmless each Lender and the Administrative Agent and their respective Related Parties (collectively, the “Indemnitees”) Affiliates harmless from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including reasonable and documented fees, disbursements and other charges of counsel incurred in connection with any investigative, administrative or judicial proceeding commenced or threatened by the Borrower or any other Person, whether or not any such Indemnitee shall be designated as a party or potential party thereto, and any fees or expenses incurred by any Indemnitee in enforcing this indemnity), whether direct, indirect or consequential, whether based on strict liability or negligence, and whether based on any federal, provincial or foreign laws, statutes, rules, regulations or guidelines (including Environmental Laws), common law, equity, contract or otherwise that may be imposed on, incurred by or asserted against any Indemnitee, in any manner arising out of or relating respect to (A) this Agreement and any other agreements or documents contemplated hereby or thereby, the other transactions contemplated hereby (including the execution, delivery, enforcement, performance and administration of this Agreement the Credit Documents and any such other documents and the breach by the Borrower ofuse, or default by the Borrower underproposed use, any of proceeds of the provisions of this Agreement or any Loan, or the use or proposed use Loans (all of the proceeds thereof), (B) the violation of, non-compliance with or liability under, any Environmental Law applicable to the operations of the Borrower or any of its Subsidiaries or applicable to any of the Real Estate, or (C) any Environmental Claim or any Hazardous Materials relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, possession or control, or practice of, the Borrower or any of its Subsidiaries from time to time (all the foregoing in this clause (iv)foregoing, collectively, the “"indemnified liabilities”"); provided provided, however, that the ----------------------- -------- ------- Borrower shall not have no any obligation hereunder to the Administrative Agent or any Indemnitee Lender with respect to indemnified liabilities arising from the gross negligence or willful misconduct of the Administrative Agent or any such Indemnitee Lender, as determined by a final non-appealable judgment of a court of competent jurisdiction; and provided, further, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to claims that do not involve an act or omission of the Borrower or any of its Affiliates and that is brought by the Administrative Agent or any Lender against any other Lender (other than claims against any of the Administrative Agent or the Lenders or their Affiliates in their respective capacity as the Administrative Agent or any similar role under this Agreement). The agreements in this Section 12.5 9.5 shall survive repayment of the Loans Loans, Notes and all other amounts payable hereunder. Each of the Lenders and the Administrative Agent agree that any and all of their respective rights under this Agreement and any other agreements contemplated hereby and thereby, including recourse for any obligation or claim for any indemnification thereunder, is limited to recourse to the Borrower and its assets as contemplated hereby, and none of the direct or indirect limited partners, partners, shareholders, members of the Borrower or any of their respective employees, directors or officers shall have any obligations or liability, or be subject to any recourse, in respect of any such obligations or claims hereunder or thereunder.

Payment of Expenses and Taxes. (a) The Borrower agrees (ia) to pay or reimburse the Administrative Agent for all of its reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation preparation, negotiation, printing and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (including the syndication of the Commitments)thereby, including together with the reasonable fees, fees and disbursements and other charges of one counsel to the Administrative Agent, (iib) to pay or reimburse each Lender and the Administrative Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights underunder this Agreement, or “workout” or restructuring of, this Agreement the Notes and any such other documents, including including, without limitation, the reasonable fees, fees and disbursements and other charges of counsel to each Lender and of counsel to the Administrative AgentAgent and to the Lenders (including reasonable allocated costs of in house legal counsel), and (iiic) on demand, to pay, indemnify, defend and hold harmless each Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, 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 Credit Documents and any such other documents (collectively, “Other Taxes”), except for any such Other Taxes attributable to an assignment or participationdocuments, and (ivd) to pay, indemnify, defend and hold harmless each Lender and the Administrative Agent and their Affiliates and their respective Related Parties (collectivelyofficers, the “Indemnitees”) directors, employees, Administrative Agents, and advisors harmless from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including reasonable and documented fees, disbursements and other charges of counsel incurred in connection with any investigative, administrative or judicial proceeding commenced or threatened by the Borrower or any other Person, whether or not any such Indemnitee shall be designated as a party or potential party thereto, and any fees or expenses incurred by any Indemnitee in enforcing this indemnity), whether direct, indirect or consequential, whether based on strict liability or negligence, and whether based on any federal, provincial or foreign laws, statutes, rules, regulations or guidelines (including Environmental Laws), common law, equity, contract or otherwise that may be imposed on, incurred by or asserted against any Indemnitee, in any manner arising out of or relating respect to (A) this Agreement and any other agreements or documents contemplated hereby or thereby, the other transactions contemplated hereby (including the execution, delivery, enforcement, performance and administration of this Agreement the Credit Documents and any such other documents and the breach by the Borrower ofuse, or default by the Borrower underproposed use, any of proceeds of the provisions of this Agreement or any Loan, or the use or proposed use Loans (all of the proceeds thereof), (B) the violation of, non-compliance with or liability under, any Environmental Law applicable to the operations of the Borrower or any of its Subsidiaries or applicable to any of the Real Estate, or (C) any Environmental Claim or any Hazardous Materials relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, possession or control, or practice of, the Borrower or any of its Subsidiaries from time to time (all the foregoing in this clause (iv)foregoing, collectively, the “indemnified liabilities”"INDEMNIFIED LIABILITIES"); provided PROVIDED, HOWEVER, that the Borrower shall not have no any obligation hereunder to the Administrative Agent or any Indemnitee Lender or any other indemnified person with respect to indemnified liabilities arising from the gross negligence or willful misconduct of the Administrative Agent or any such Indemnitee Lender or any other such indemnified person, as determined by a final non-appealable judgment of a court of competent jurisdiction; and provided, further, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to claims that do not involve an act or omission of the Borrower or any of its Affiliates and that is brought by the Administrative Agent or any Lender against any other Lender (other than claims against any of the Administrative Agent or the Lenders or their Affiliates in their respective capacity as the Administrative Agent or any similar role under this Agreement). The agreements in this Section 12.5 9.5 shall survive repayment of the Loans Loans, Notes and all other amounts payable hereunder. Each of the Lenders and the Administrative Agent agree that any and all of their respective rights under this Agreement and any other agreements contemplated hereby and thereby, including recourse for any obligation or claim for any indemnification thereunder, is limited to recourse to the Borrower and its assets as contemplated hereby, and none of the direct or indirect limited partners, partners, shareholders, members of the Borrower or any of their respective employees, directors or officers shall have any obligations or liability, or be subject to any recourse, in respect of any such obligations or claims hereunder or thereunder.

Payment of Expenses and Taxes. (a) The Borrower agrees (ia) to pay or reimburse the Administrative Agent for all of its reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation preparation, negotiation, printing and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby (including the syndication of the Commitments)thereby, including together with the reasonable fees, fees and disbursements and other charges of one counsel to the Administrative Agent, (iib) to pay or reimburse each Lender and the Administrative Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights underunder this Agreement, or “workout” or restructuring of, this Agreement the Notes and any such other documents, including including, without limitation, the reasonable fees, fees and disbursements and other charges of counsel to each Lender and of counsel to the Administrative AgentAgent and to the Lenders (including reasonable allocated costs of in-house legal counsel), and (iiic) on demand, to pay, indemnify, defend and hold harmless each Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, 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 Credit Documents and any such other documents (collectively, “Other Taxes”), except for any such Other Taxes attributable to an assignment or participationdocuments, and (ivd) to pay, indemnify, defend and hold harmless each Lender and the Administrative Agent and their respective Related Parties (collectively, the “Indemnitees”) Affiliates harmless from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including reasonable and documented fees, disbursements and other charges of counsel incurred in connection with any investigative, administrative or judicial proceeding commenced or threatened by the Borrower or any other Person, whether or not any such Indemnitee shall be designated as a party or potential party thereto, and any fees or expenses incurred by any Indemnitee in enforcing this indemnity), whether direct, indirect or consequential, whether based on strict liability or negligence, and whether based on any federal, provincial or foreign laws, statutes, rules, regulations or guidelines (including Environmental Laws), common law, equity, contract or otherwise that may be imposed on, incurred by or asserted against any Indemnitee, in any manner arising out of or relating respect to (A) this Agreement and any other agreements or documents contemplated hereby or thereby, the other transactions contemplated hereby (including the execution, delivery, enforcement, performance and administration of this Agreement the Credit Documents and any such other documents and the breach by the Borrower ofuse, or default by the Borrower underproposed use, any of proceeds of the provisions of this Agreement or any Loan, or the use or proposed use Loans (all of the proceeds thereof), (B) the violation of, non-compliance with or liability under, any Environmental Law applicable to the operations of the Borrower or any of its Subsidiaries or applicable to any of the Real Estate, or (C) any Environmental Claim or any Hazardous Materials relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, possession or control, or practice of, the Borrower or any of its Subsidiaries from time to time (all the foregoing in this clause (iv)foregoing, collectively, the “indemnified liabilities”"INDEMNIFIED LIABILITIES"); provided PROVIDED, HOWEVER, that the Borrower shall not have no any obligation hereunder to the Administrative Agent or any Indemnitee Lender with respect to indemnified liabilities arising from the gross negligence or willful misconduct of the Administrative Agent or any such Indemnitee Lender, as determined by a final non-appealable judgment of a court of competent jurisdiction; and provided, further, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to claims that do not involve an act or omission of the Borrower or any of its Affiliates and that is brought by the Administrative Agent or any Lender against any other Lender (other than claims against any of the Administrative Agent or the Lenders or their Affiliates in their respective capacity as the Administrative Agent or any similar role under this Agreement). The agreements in this Section 12.5 9.5 shall survive repayment of the Loans Loans, Notes and all other amounts payable hereunder. Each of the Lenders and the Administrative Agent agree that any and all of their respective rights under this Agreement and any other agreements contemplated hereby and thereby, including recourse for any obligation or claim for any indemnification thereunder, is limited to recourse to the Borrower and its assets as contemplated hereby, and none of the direct or indirect limited partners, partners, shareholders, members of the Borrower or any of their respective employees, directors or officers shall have any obligations or liability, or be subject to any recourse, in respect of any such obligations or claims hereunder or thereunder.