Common use of Payment of Expenses and Taxes Clause in Contracts

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents including, without limitation, the reasonable fees and expenses of one joint counsel to the Agents in connection with this Agreement and the other Loan Documents, (b) to pay or reimburse each Lender and the Administrative Agent for all its out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement or the other Loan Documents including, without limitation, the fees and disbursements of one joint counsel to the Lenders and the Administrative Agent, provided that, notwithstanding the foregoing, the Borrower agrees to pay or reimburse the fees and disbursements of separate counsel to any Lender or the Administrative Agent to the extent of any conflict of interest among the Lenders or between the Lenders and the Administrative Agent, (c) to pay, 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 taxes (other than any net income or franchise taxes), if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents and (d) to pay, indemnify, and hold each Lender, the Issuing Lender and the Administrative Agent and their respective directors, officers, employees, affiliates and agents (each, an "indemnified person") harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement and the other Loan Documents and the use of proceeds of the Loans or Letters of Credit (all the foregoing in this clause (d), collectively, the "indemnified liabilities"), provided, that the Borrower shall have no obligation hereunder to any indemnified person with respect to indemnified liabilities arising from the gross negligence or willful misconduct of such indemnified person, from the breach by such indemnified person of its Contractual Obligations to the Borrower or from negotiated settlements of pending or threatened legal actions entered into by such indemnified person without the Borrower's consent (unless such consent has been unreasonably withheld).

Payment of Expenses and Taxes. (a) The Borrower agrees (ai) to pay or reimburse the Arrangers and the Administrative Agent for all 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 other Loan Documents includingconsummation and administration of the transactions contemplated hereby and thereby (including the syndication of the Revolving Credit Commitments), without limitation, including the reasonable fees fees, disbursements and expenses other charges of one joint counsel to the Agents in connection with this Agreement and the other Loan DocumentsAdministrative Agent, (bii) to pay or reimburse each Lender and the Administrative Agent for all its out-of-pocket reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under under, or “workout” or restructuring of, this Agreement or and any such other documents, including the reasonable fees, disbursements and other Loan Documents including, without limitation, the fees and disbursements charges of one joint counsel to the Lenders each Lender and the Administrative Agent, provided that, notwithstanding the foregoing, the Borrower agrees to pay or reimburse the fees and disbursements of separate counsel to any Lender or the Administrative Agent to the extent of any conflict of interest among the Lenders or between the Lenders and the Administrative Agent, (ciii) to pay, indemnify, or reimburse defend and hold harmless 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 taxes (other than any net income or franchise similar taxes), if any, which that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents Agreement and any such other documents (collectively, “Other Taxes”), except for any such Other Taxes attributable to an assignment or Participation, and (div) to pay, indemnify, defend and hold harmless each Lender, the Issuing Lender each Arranger and the Administrative Agent and their respective directorsRelated Parties (collectively, officers, employees, affiliates and agents (each, an "indemnified person"the “Indemnitees”) 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 respect 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 other breach by the Borrower of, or default by the Borrower under, any of the provisions of this Agreement, any Revolving Credit Loan Documents and or Letter of Credit, or the use of proceeds or proposed use of the Loans proceeds thereof), (B) the violation of, non-compliance with or Letters liability under, any Environmental Law applicable to the operations of Credit 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 (div), collectively, the "“indemnified liabilities"”), provided, ; provided that the Borrower shall have no obligation hereunder to any indemnified person Indemnitee with respect to indemnified liabilities arising from the gross negligence or willful misconduct of such indemnified person, from Indemnitee as determined by a final non-appealable judgment of a court of competent jurisdiction and provided further that the breach by such indemnified person 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 Contractual Obligations affiliates and that is brought by the Administrative Agent, an Arranger or any Lender against any other Lender (other than claims against any of the Administrative Agent, any Arranger, or the Lenders or their Affiliates in their respective capacity as the Administrative Agent, a lead arranger, a bookrunner, a syndication agent or any similar role under this Agreement). The agreements in this Section 12.5 shall survive repayment of the Revolving Credit Loans and all other amounts payable hereunder. Each of the Lenders, each of the Arrangers 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 from negotiated settlements indirect limited partners, partners, shareholders, members of pending the Borrower or threatened legal actions entered into by 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 indemnified person without the Borrower's consent (unless such consent has been unreasonably withheld)obligations or claims hereunder or thereunder.

Payment of Expenses and Taxes. The Borrower Company agrees (a) to pay or reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and any Notes and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and expenses disbursements of one joint counsel to the Agents in connection with this Agreement and the other Loan DocumentsAdministrative Agent, (b) to pay or reimburse each Lender Bank and the Administrative Agent for all its out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement or Agreement, any Notes, the other Loan Documents and any such other documents, including, without limitation, the fees and disbursements of one joint counsel to the Lenders and the Administrative Agent, provided that, notwithstanding the foregoing, the Borrower agrees to pay or reimburse the fees and disbursements of separate counsel to any Lender or the Administrative Agent and to the extent of any conflict of interest among the Lenders or between the Lenders several Banks, and the Administrative Agent, (c) to pay, indemnify, or reimburse each Lender and the Administrative Agent for, and hold each Lender Bank 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 taxes (other than any net income or franchise transactional taxes), if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any Notes, the other Loan Documents and any such other documents documents, and (d) to pay, indemnify, and hold each Lender, the Issuing Lender Bank and the Administrative Agent and their respective directors, officers, employees, affiliates and agents (each, an "indemnified person") harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, deliverydelivery and performance by the Loan Parties, enforcement, performance and administration and enforcement by the Administrative Agent and the Banks of this Agreement Agreement, any Notes and the other Loan Documents and the use of proceeds of the Loans or Letters of Credit any such other documents (all the foregoing in this clause (d)foregoing, collectively, the "indemnified liabilities"), provided, that the Borrower Company shall have no obligation hereunder to the Administrative Agent or any indemnified person Bank with respect to indemnified liabilities arising from (i) the gross negligence or willful misconduct of the Administrative Agent or any such indemnified personBank, from (ii) legal proceedings commenced against the breach Administrative Agent or any such Bank by any security holder or creditor thereof arising out of and based upon rights afforded any such indemnified person security holder or creditor solely in its capacity as such, or (iii) legal proceedings commenced against the Administrative Agent or any such Bank by any other Bank or by any Transferee (as defined in subsection 13.6). The agreements in this subsection shall survive repayment of its Contractual Obligations to the Borrower Loans or from negotiated settlements of pending or threatened legal actions entered into by such indemnified person without the Borrower's consent (unless such consent has been unreasonably withheld)Notes, if any, and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents including, without limitation, the reasonable fees and expenses of one joint counsel to the Agents in connection with this Agreement and the other Loan Documents, (b) to pay or reimburse each Lender and the Administrative Agent for all its out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement or the other Loan Documents including, without limitation, the fees and disbursements of one joint counsel to the Lenders and the Administrative Agent, provided that, notwithstanding the foregoing, the Borrower agrees to pay or reimburse the fees and disbursements of separate counsel to any Lender or the Administrative Agent to the extent of any conflict of interest among the Lenders or between the Lenders and the Administrative Agent, (c) to pay, 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 taxes (other than any net income or franchise taxes), if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents and (d) to pay, indemnify, and hold each Lender, the Issuing Lender and the Administrative Agent and their respective directors, officers, employees, affiliates and agents (each, an "“indemnified person"”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement and the other Loan Documents and the use of proceeds of the Loans or Letters of Credit (all the foregoing in this clause (d), collectively, the "“indemnified liabilities"”), provided, that the Borrower shall have no obligation hereunder to any indemnified person with respect to indemnified liabilities arising from the gross negligence or willful misconduct of such indemnified person, from the breach by such indemnified person of its Contractual Obligations to the Borrower or from negotiated settlements of pending or threatened legal actions entered into by such indemnified person without the Borrower's ’s consent (unless such consent has been unreasonably withheld).

Payment of Expenses and Taxes. (a) The Borrower agrees (ai) to pay or reimburse the Arrangers and the Administrative Agent for all 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 other Loan Documents includingconsummation and administration of the transactions contemplated hereby and thereby (including the syndication of the Revolving Credit Commitments), without limitation, including the reasonable fees fees, disbursements and expenses other charges of one joint counsel to the Agents in connection with this Agreement and the other Loan DocumentsAdministrative Agent, (bii) to pay or reimburse each Lender and the Administrative Agent for all its out-of-pocket reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under under, or “workout” or restructuring of, this Agreement or and any such other documents, including the reasonable fees, disbursements and other Loan Documents including, without limitation, the fees and disbursements charges of one joint counsel to the Lenders each Lender and the Administrative Agent, provided that, notwithstanding the foregoing, the Borrower agrees to pay or reimburse the fees and disbursements of separate counsel to any Lender or the Administrative Agent to the extent of any conflict of interest among the Lenders or between the Lenders and the Administrative Agent, (ciii) to pay, indemnify, or reimburse defend and hold harmless 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 taxes (other than any net income or franchise similar taxes), if any, which that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents Agreement and any such other documents (collectively, “Other Taxes”), except for any such Other Taxes attributable to an assignment or Participation, and (div) to pay, indemnify, defend and hold harmless each Lender, the Issuing Lender each Arranger and the Administrative Agent and their respective directorsRelated Parties (collectively, officers, employees, affiliates and agents (each, an "indemnified person"the “Indemnitees”) 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 respect 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 other breach by the Borrower of, or default by the Borrower under, any of the provisions of this Agreement, any Revolving Credit Loan Documents and or Letter of Credit, or the use of proceeds or proposed use of the Loans proceeds thereof), (B) the violation of, non-compliance with or Letters liability under, any Environmental Law applicable to the operations of Credit 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 (div), collectively, the "“indemnified liabilities"”), provided, ; provided that the Borrower shall have no obligation hereunder to any indemnified person Indemnitee with respect to indemnified liabilities arising from the gross negligence or willful misconduct of such indemnified person, from Indemnitee as determined by a final non-appealable judgment of a court of competent jurisdiction and provided further that the breach by such indemnified person Borrower shall have no obligation hereunder to any Indemnitee with respect to claims that do not involve an act or omission of its Contractual Obligations to the Borrower or from negotiated settlements any of pending its affiliates and that is brought by the Administrative Agent, an Arranger or threatened legal actions entered into by such indemnified person without any Lender against any other Lender (other than claims against any of the Borrower's consent (unless such consent has been unreasonably withheldAdministrative Agent, any Arranger, or the Lenders or their Affiliates in their respective capacity as the Administrative Agent, a lead arranger, a bookrunner, a syndication agent, a documentation agent or any similar role under this Agreement).. The agreements in this

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement the Credit Documents and any other documents prepared in connection herewith or therewith, and the other Loan Documents includingconsummation of the transactions contemplated hereby and thereby, without limitation, together with the reasonable fees and expenses disbursements of one joint counsel to the Agents Agent, (b) to pay out-of-pocket expenses, including attorneys' fees, incurred by a Lender in connection with this Agreement the negotiation, preparation and execution of the other Loan Credit Documents, not to exceed $2,500 for each Lender, and reasonable expenses, including reasonable attorneys' fees, in connection with any future amendments or modifications hereto, (bc) to pay or reimburse each Lender and the Administrative Agent for all its out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Credit Agreement or the and any other Loan Documents Credit Documents, including, without limitation, the reasonable fees and disbursements of one joint counsel to the Lenders Agent and the Administrative Agent, provided that, notwithstanding the foregoing, the Borrower agrees to pay or reimburse the fees and disbursements of separate counsel to any Lender or the Administrative Agent to the extent Lenders (including reasonable allocated costs of any conflict of interest among the Lenders or between the Lenders and the Administrative Agentin-house legal counsel), (cd) on demand, to pay, 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 taxes (other than any net income or franchise similar taxes), if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Credit Documents and any such other documents documents, and (de) to pay, indemnify, and hold each Lender, the Issuing Lender and the Administrative Agent and their respective directorsAffiliates, officers, employeesdirectors, affiliates shareholders, employees and agents (each, an "indemnified person") harmless from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement the Credit Documents and any such other documents and the other Loan Documents and the use use, or proposed use, of proceeds of the Loans or Letters of Credit (all the foregoing in this clause (d)foregoing, collectively, the "indemnified liabilitiesIndemnified Liabilities"); provided, providedhowever, that the Borrower shall not have no any obligation hereunder to the Agent or any indemnified person Lender with respect to indemnified liabilities Indemnified Liabilities arising from (i) the gross negligence or willful misconduct of the Agent or any such indemnified personLender, from (ii) legal proceedings commenced against or disputes among the breach Agent or any Lender by any other Lender or its participants or the Agent, or (iii) the violation by the Agent or any such indemnified person Lender of its Contractual Obligations to an express provision of the Borrower or from negotiated settlements Credit Documents, if so determined by a final judgment of pending or threatened legal actions entered into by such indemnified person without a court of competent jurisdiction. The agreements in this Section 11.5 shall survive repayment of the Borrower's consent (unless such consent has been unreasonably withheld)Loans, Notes and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower Company agrees (a) to pay or reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the Notes and any other Loan Documents documents prepared in connection herewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and expenses disbursements of one joint counsel to the Agents in connection with this Agreement and the other Loan DocumentsAdministrative Agent, (b) to pay or reimburse each Lender Bank and the Administrative Agent for all its out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement or Agreement, the Notes and any such other Loan Documents documents, including, without limitation, the fees and disbursements of one joint counsel to the Lenders and the Administrative Agent, provided that, notwithstanding the foregoing, the Borrower agrees to pay or reimburse the fees and disbursements of separate counsel to any Lender or the Administrative Agent and to the extent of any conflict of interest among the Lenders or between the Lenders and the Administrative Agentseveral Banks, (c) to pay, indemnify, or reimburse and indemnify and hold harmless each Lender Bank 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 taxes (other than any net income or franchise taxes), if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents Notes and any such other documents documents, and (d) to pay, indemnify, and indemnify and hold harmless each Lender, the Issuing Lender Bank and the Administrative Agent and each of their respective officers, directors, officers, employees, employees and affiliates and agents (each, an "indemnified person") harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement Agreement, the Notes, and the any such other Loan Documents and the use of proceeds of the Loans or Letters of Credit documents (all the foregoing in this clause (d)foregoing, collectively, the "“indemnified liabilities"”), provided, that the Borrower Company shall have no obligation hereunder to the Administrative Agent or any indemnified person Bank with respect to indemnified liabilities arising from (i) the gross negligence or willful misconduct of the Administrative Agent or such indemnified personBank, from (ii) legal proceedings commenced or claims against the breach Administrative Agent or such Bank by any security holder or creditor thereof arising out of and based upon rights afforded any such indemnified person of security holder or creditor solely in its Contractual Obligations to capacity as such, (iii) legal proceedings commenced or claims against the Borrower Administrative Agent or from negotiated settlements of pending such Bank by any other Bank or threatened legal actions entered into by such indemnified person any Transferee or (iv) claims settled without the Borrower's consent (unless of the Company. In the case of any investigation, litigation or other proceeding or action to which the indemnity in this subsection 9.5 applies, such consent has been unreasonably withheld)indemnity shall be effective whether or not such investigation, litigation or other proceeding or action is brought by the Company or any affiliate of the Company, whether or not the party seeking indemnity is otherwise a party thereto and whether or not any aspect of the transactions contemplated hereby is consummated. The agreements in this subsection shall survive repayment of the Notes and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees Borrowers agree (a) to pay or reimburse the Administrative Agent and its Affiliates for all its their reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, syndication, 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, without limitation, the reasonable fees and expenses disbursements of one joint (i) counsel to the Agents Administrative Agent and (ii) the Administrative Agent customarily charged by it in connection with this Agreement and the other Loan Documentssyndicated credits, (b) to pay or reimburse each Lender and the Administrative Agent for all its out-of-pocket reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement or Agreement, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of one joint counsel to the Lenders and the Administrative Agent, provided that, notwithstanding the foregoing, the Borrower agrees to pay or reimburse the fees and disbursements of separate counsel to any Lender or the Administrative Agent and to the extent of any conflict of interest among the Lenders or between the Lenders and the Administrative Agentseveral Lenders, (c) to pay, indemnify, or reimburse each Lender and the Administrative Agent for, and hold each Lender Lender, the Administrative Agent, the Arranger and the Administrative Agent Bookrunner (and their respective Affiliates and their respective directors, officers, employees and agents) harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes (other than any net income or franchise taxes), if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents documents, and (d) to pay, indemnify, and hold each Lender, the Issuing Lender Administrative Agent, the Arranger and the Administrative Agent Bookrunner (and their respective directors, officers, employees, affiliates agents and agents (each, an "indemnified person"affiliates) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement and Agreement, the other Loan Documents and or the use or the proposed use of proceeds contemplated by this Agreement, including, without limitation, any of the Loans foregoing relating to the violation of, noncompliance with or Letters liability under, any Environmental Law applicable to any Borrower or any of Credit the Properties (all the foregoing in this clause (d), collectively, the "indemnified liabilities"“Indemnified Liabilities”), provided, provided that the Borrower Borrowers shall have no obligation hereunder under this clause (d) to any indemnified person Administrative Agent, the Arranger, the Bookrunner or any Lender (or any of their respective directors, officers, employers, agents or affiliates), with respect to indemnified liabilities arising to the extent such liabilities are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such indemnified personPerson. Without limiting the foregoing, from the breach by such indemnified person of its Contractual Obligations and to the Borrower extent permitted by applicable law, the Borrowers agree not to assert, and hereby waive, and agree to cause each of their Subsidiaries not to assert and to so waive, all rights for contribution or from negotiated settlements any other rights of pending recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or threatened legal actions entered into nature, under or related to Environmental Laws, that any of them might have by such indemnified person without statute or otherwise against any Person entitled to indemnification under this subsection 11.5. The agreements in this subsection shall survive repayment of the Borrower's consent (unless such consent has been unreasonably withheld)Loans and all other amounts payable hereunder and the termination of this Agreement.

Payment of Expenses and Taxes. The Borrower agrees Credit Parties agree (a) to pay or reimburse the Administrative Agent and the Arranger for all its their reasonable 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 Loan Credit Documents includingand any other documents prepared in connection herewith or therewith, without limitationand the consummation and administration of the transactions contemplated hereby and thereby, together with the reasonable fees and expenses disbursements of one joint counsel to the Agents in connection with this Agreement Administrative Agent and the other Loan DocumentsArranger, (b) to pay or reimburse each Lender and the Administrative Agent for all its out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Credit Agreement or and the other Loan Documents Credit Documents, including, without limitation, the reasonable fees and disbursements of one joint counsel to the Lenders and the Administrative Agent, provided that, notwithstanding the foregoing, the Borrower agrees to pay or reimburse the fees and disbursements of separate counsel to any Lender or the Administrative Agent and to the extent Lenders (including reasonable allocated costs of any conflict of interest among the Lenders or between the Lenders and the Administrative Agentin-house legal counsel), (c) on demand, to pay, indemnify, or reimburse and hold each Lender and Lender, the Administrative Agent for, and hold each Lender and the Administrative Agent Arranger harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes (other than any net income or franchise similar taxes), if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Credit Documents and any such other documents and documents, (d) to pay, indemnify, and hold each Lender, the Issuing Lender Administrative Agent, the Arranger and the Administrative Agent their Affiliates and their respective officers, directors, officers, employees, partners, members, counsel, agents, representatives, advisors and affiliates and agents (each, an "indemnified person"collectively called the “Indemnitees”) harmless from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement the Credit Documents and any such other documents and the other Loan Documents and the use use, or proposed use, of proceeds of the Loans Term Loan and (e) to pay any civil penalty or Letters fine assessed by the U.S. Department of the Treasury’s Office of Foreign Assets Control against, and all reasonable costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof by the Administrative Agent or any Lender as a result of the funding of Term Loan, the acceptance of payments or of Collateral due under the Credit Documents (all of the foregoing in this clause (d)foregoing, collectively, the "indemnified liabilities"“Indemnified Liabilities”); provided, providedhowever, that the Borrower shall not have no any obligation hereunder to any indemnified person an Indemnitee with respect to indemnified liabilities Indemnified Liabilities arising from the gross negligence or willful misconduct of such indemnified personIndemnitee, from as determined by a court of competent jurisdiction pursuant to a final non-appealable judgment. The agreements in this Section shall survive repayment of the breach by such indemnified person of its Contractual Obligations to the Borrower or from negotiated settlements of pending or threatened legal actions entered into by such indemnified person without the Borrower's consent (unless such consent has been unreasonably withheld)Term Loan, Term Notes and all other amounts hereunder.

Payment of Expenses and Taxes. The Borrower Seller agrees (a) to pay or reimburse the Managing Facility Agent and each Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement Agreement, the other Purchase Documents, any Commitment Transfer Supplement executed and delivered pursuant to subsection 11.6 and any other document prepared in connection herewith or therewith, and the other Loan Documents consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and expenses disbursements of one joint counsel to the Agents in connection with this Agreement Managing Facility Agent and the other Loan Documentssuch Administrative Agent, (b) to pay or reimburse each Lender Purchaser, the Managing Facility Agent and the each Administrative Agent for all its out-of-pocket respective costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement or Agreement, the other Loan Purchase Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of one joint counsel to the Lenders Managing Facility Agent, such Administrative Agent and to the several Purchasers (including, but not limited to, allocated costs of in-house counsel and costs incurred by counsel with respect to the Foreign Receivables and the Administrative AgentAffiliate Receivables), provided that, notwithstanding the foregoing, the Borrower agrees to pay or reimburse the fees and disbursements of separate counsel to any Lender or the Administrative Agent to the extent of any conflict of interest among the Lenders or between the Lenders and the Administrative Agent, (c) to pay, indemnify, or reimburse each Lender and the Administrative Agent for, and hold each Lender Purchaser, the Managing Facility Agent, each Administrative Agent and the each Co-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 taxes (other than any net income or franchise taxes), if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Purchase Documents and any such other documents and (d) to pay, indemnify, and hold each Lender, the Issuing Lender and the Administrative Agent and their respective directors, officers, employees, affiliates and agents (each, an "indemnified person") harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement and the other Loan Documents and the use of proceeds of the Loans or Letters of Credit (all the foregoing in this clause (d)foregoing, collectively, the "indemnified liabilities"), provided, that the Borrower Seller shall have no obligation hereunder to the Managing Facility Agent, either Administrative Agent or any indemnified person Purchaser (each, an "Indemnitee") with respect to indemnified liabilities arising from (i) the gross negligence or willful misconduct of such indemnified personIndemnitee, from (ii) legal proceedings commenced against such Indemnitee 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 such Indemnitee by any other Purchaser or by any Transferee. The agreements in this subsection shall survive the breach by such indemnified person completion of its Contractual Obligations to the Borrower or from negotiated settlements of pending or threatened legal actions entered into by such indemnified person without the Borrower's consent (unless such consent has been unreasonably withheld)Amortization Period.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses actually incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents includingand any other documents prepared in connection herewith or therewith, without limitationand the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and expenses disbursements of one joint counsel to the Agents in connection with this Agreement Administrative Agent and the other Loan Documentsfiling and recording fees and expenses, (b) to pay or reimburse each Lender and the Administrative Agent for all its out-of-pocket reasonable costs and expenses actually incurred in connection with the enforcement or preservation of any rights under this Agreement or Agreement, the other Loan Documents includingand any such other documents, without limitation, the including reasonable attorneys fees and disbursements of one joint counsel to the Lenders and the Administrative Agent, provided that, notwithstanding the foregoing, the Borrower agrees to pay or reimburse the fees and disbursements of separate counsel to any Lender or the Administrative Agent to the extent of any conflict of interest among the Lenders or between the Lenders and the Administrative Agent, (c) to pay, 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 taxes (other than paying any net income Non-Excluded Taxes or franchise taxes)any Other Taxes, if any, which that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents documents, and (d) to pay, indemnify, and hold each Lender, the Issuing Lender and the Administrative Agent and their respective officers, directors, officers, employees, affiliates affiliates, agents, trustees, advisors and agents controlling persons (each, an "indemnified person"“Indemnitee”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement and Agreement, the other Loan Documents and any such other documents, including any of the foregoing relating to the use of proceeds of the Loans or Letters the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of Credit any Group Member or any of the Properties and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (d), collectively, the "indemnified liabilities"“Indemnified Liabilities”), provided, provided that the Borrower shall have no obligation hereunder to any indemnified person Indemnitee with respect to indemnified liabilities arising 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 indemnified personIndemnitee, or from the breach by such indemnified person Indemnitee of its Contractual Obligations material obligations to the Borrower, Holdings or another Indemnitee under this Agreement or the other Loan Documents. Without limiting the foregoing, and to the extent permitted by applicable law, each of Holdings and 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 from negotiated settlements any other rights of pending recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or threatened 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 (ten) Business Days after written demand therefor. The agreements in this Section 10.5 shall survive repayment of the Loans and all other amounts payable hereunder, the termination of any Commitments hereunder, and the expiration or termination of this Agreement and the other Loan Documents. Notwithstanding the foregoing, no Group Member shall be required to reimburse the legal actions entered into by fees and expenses of (i) more than one outside counsel (in addition to special counsel and up to one local outside counsel in each applicable local jurisdiction) for all the Indemnitees, unless, in the reasonable opinion of the Administrative Agent, representation of all such indemnified person without Indemnitees would be inappropriate due to the Borrower's consent existence of an actual or potential conflict of interest or (unless such consent has been unreasonably withheld)ii) the in-house counsel of any Lender or the Administrative Agent.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent Agents and the Other Representatives for (1) all its their reasonable and documented out-of-pocket costs and expenses incurred in connection with (i) the syndication of the Facilities and the development, preparation preparation, execution and execution delivery of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents includingand any other documents prepared in connection herewith or therewith, without limitation(ii) the consummation and administration of the transactions (including the syndication of the Initial Term Loan Commitments (as defined in the Original Credit Agreement)) 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 expenses disbursements of one joint firm of counsel solely in its capacity as counsel to the Agents in connection with this Agreement Administrative Agent, and such other special or local counsel, consultants, advisors, appraisers and auditors whose retention (other than during the other Loan Documentscontinuance of an Event of Default) is approved by the Borrower, (b) to pay or reimburse each Lender Lender, each Lead Arranger and the Administrative Agent Agents for all its out-of-pocket their reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement or Agreement, the other Loan Documents includingand any other documents prepared in connection herewith or therewith, without limitation, including the fees and disbursements of one joint counsel to the Lenders Agents and the Administrative Agent, provided that, notwithstanding the foregoing, the Borrower agrees to pay or reimburse the fees and disbursements of separate counsel to any Lender or the Administrative Agent to the extent of any conflict of interest among the Lenders or between the Lenders and the Administrative AgentLenders, (c) to pay, indemnify, or reimburse each Lender Lender, each Lead Arranger and the Administrative Agent Agents for, and hold 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 taxes (other than any net income or franchise similar taxes), if any, which may be payable or determined to be payable in connection with the execution and execution, delivery or enforcement of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents documents, and (d) to pay, indemnifyindemnify or reimburse each Lender, 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 Lender, the Issuing Lender and the Administrative Agent and their respective directors, officers, employees, affiliates and agents (each, an "indemnified person") Indemnitee harmless from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (in the case of fees and disbursements of counsel, limited to one firm of counsel for all Indemnities and, if necessary, one firm of local counsel in each appropriate jurisdiction, in each case for all Indemnities (and, in the case of an actual or perceived conflict of interest where the Indemnitee affected by such conflict informs the Borrower of such conflict and thereafter, after receipt of the Borrower’s consent (which shall not be unreasonably withheld), retains its own counsel, of another firm of counsel for such affected Indemnitee) arising out of or relating to any actual or prospective claim, litigation, investigation or proceeding, whether based on contract, tort or any other theory, brought by a third party or by any Borrower or any other Loan Party and regardless of whether any Indemnitee is a party thereto, with respect to the execution, delivery, enforcement, performance and administration of this Agreement and Agreement, the other Loan Documents and any such other documents, including any of the foregoing relating to the use of proceeds of the Loans Loans, the violation of, noncompliance with or Letters liability under, any Environmental Law applicable to the operations of Credit Holdings or any of its Restricted Subsidiaries or any of the property of Holdings or any of its Restricted Subsidiaries, (all the foregoing in this clause (d), collectively, the "indemnified liabilities"“Indemnified Liabilities”), providedprovided 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 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 such Lead Arranger, Other Representative, Agent (or any sub-agent thereof) or Lender (or any Related Party of 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 such Lead Arranger, Other Representative, Agent (or any sub-agent thereof) or Lender (or any Related Party of such Lead Arranger, Other Representative, Agent (or any sub-agent thereof) or Lender), as the case may be, as determined by a court of competent jurisdiction in a final and non-appealable decision or (iii) claims against such Indemnitee or any Related Party brought by any other Indemnitee that do not involve claims against any Lead Arranger or Agent in its capacity as such. Neither the Borrower nor any Indemnitee shall be liable for any indirect, special, punitive or consequential damages hereunder; provided that nothing contained in this sentence shall limit the Borrower’s indemnity or reimbursement obligations under this Subsection 11.5 to the extent such indirect, special, punitive or consequential damages are included in any third party claim in connection with which such Indemnitee is entitled to indemnification hereunder. All amounts due under this Subsection 11.5 shall be payable not later than 30 days after written demand therefor. Statements reflecting amounts payable by the Loan Parties pursuant to this Subsection 11.5 shall be submitted to the address of the Borrower set forth in Subsection 11.2, or to such other Person or address as may be hereafter designated by the Borrower in a notice to the Administrative Agent. Notwithstanding the foregoing, except as provided in Subsections 11.5(b) and (c) above, the Borrower shall have no obligation hereunder under this Subsection 11.5 to any indemnified person Indemnitee with respect to indemnified liabilities arising from any tax, levy, impost, duty, charge, fee, deduction or withholding imposed, levied, collected, withheld or assessed by any Governmental Authority. The agreements in this Subsection 11.5 shall survive repayment of the gross negligence or willful misconduct of such indemnified person, from the breach by such indemnified person of its Contractual Obligations to the Borrower or from negotiated settlements of pending or threatened legal actions entered into by such indemnified person without the Borrower's consent (unless such consent has been unreasonably withheld)Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Each Specified Borrower agrees (a) to pay or reimburse the Administrative Specified Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and any Notes and the other Loan Documents and any other documents prepared in connection herewith or therewith (requested by or for the benefit of such Borrower) other than any Assignment and Acceptance, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and expenses disbursements of one joint counsel to the Agents in connection with this Agreement and the other Loan DocumentsSpecified Agent, (b) to pay or reimburse each Specified Lender and the Administrative Specified Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement or Agreement, any Notes, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of one joint counsel to representing the Lenders Specified Agent and the Administrative AgentSpecified Lenders in each jurisdiction and, provided thatat any time after and during the continuance of an Event of Default, notwithstanding the foregoing, the Borrower agrees to pay or reimburse the fees and disbursements of separate counsel to any Lender or the Administrative Agent to the extent a conflict arises, of any conflict of interest among one additional counsel to all the Lenders or between the Lenders Specified Lenders, and the Administrative Agent, (c) to pay, indemnify, or reimburse and hold each Specified Lender and the Administrative Specified Agent for(and their respective trustees, directors, officers, employees and hold each Lender 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, stamp, excise and other taxes (other than any net income or franchise similar taxes), if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any Notes, the other Loan Documents and any such other documents (requested by or for the benefit of such Borrower), and (d) to pay, indemnify, and hold each Lender, the Issuing Specified Lender and the Administrative Specified Agent (and their respective trustees, directors, officers, employees, affiliates employees and agents (each, an "indemnified person"agents) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement and Agreement, any Notes, the other Loan Documents and Documents, the Acquisition Documents, the Transactions or the use of the proceeds of the Specified Loans or Letters of Credit in connection with the Transactions and any such other documents (all the foregoing in this clause (d), collectively, the "indemnified liabilitiesINDEMNIFIED LIABILITIES"), provided, PROVIDED that the Specified Borrower shall have no obligation hereunder to the Specified Agent, or any indemnified person Specified Lender (or their respective trustees, directors, officers, employees and agents) with respect to indemnified liabilities arising from the gross negligence or willful wilful misconduct of such the indemnified personparty or, in the case of indemnified liabilities arising under this Agreement, any Notes and the other documents, from the material breach by such the indemnified person party of its Contractual Obligations to this Agreement, any Notes or the Borrower or from negotiated settlements other Loan Documents, as the case may be. The agreements in this subsection shall survive repayment of pending or threatened legal actions entered into by such indemnified person without the Borrower's consent (unless such consent has been unreasonably withheld)Specified Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees Borrowers agree (a) to pay or reimburse the Administrative Agent, the Syndication Agent and the Lead Arrangers for all its their reasonable out-of-pocket costs and expenses incurred in connection with the development, negotiation, preparation and execution ofof the Credit Documents and any other documents prepared in connection herewith, and any amendmentthe consummation of the transactions contemplated hereby and thereby, supplement or modification to, this Agreement and the other Loan Documents including, without limitation, the reasonable fees and expenses disbursements of one joint firm of counsel (and such other counsel in foreign jurisdictions as may be agreed by the Administrative Agent and the Borrowers) to the Agents in connection with this Agreement Administrative Agent, the Syndication Agent and the other Loan DocumentsLead Arrangers, (b) to pay or reimburse each Lender all of the reasonable expenses, including without limitation, reasonable fees and expenses of counsel, incurred by the Administrative Agent in connection with the administration of the facilities provided for herein or in connection with any amendments, waivers, work-outs or restructurings in respect thereof, (c) to pay or reimburse the Administrative Agent, the Syndication Agent, the Lead Arrangers and each Lender for all its out-of-pocket their costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement or the other Loan Documents including, without limitation, the fees and disbursements of one joint counsel to the Lenders and the Administrative Agent, provided that, notwithstanding the foregoing, the Borrower agrees to pay or reimburse the fees and disbursements of separate counsel to any Lender or the Administrative Agent to the extent of any conflict of interest among the Lenders or between the Lenders and the Administrative Agent, (c) to pay, indemnify, or reimburse each Lender and the Administrative Agent forwith, 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 taxes (other than any net income or franchise taxes), if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents and (d) to pay, indemnify, and hold each Lenderthe Administrative Agent, the Issuing Syndication Agent, the Lead Arrangers and each Lender and the Administrative Agent and their respective directors, officers, employees, affiliates and agents (each, an "indemnified person") harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever arising out of or in connection with, the enforcement or preservation of any rights under any Credit Document and any such other documents, including, without limitation, reasonable fees and disbursements of counsel to the Administrative Agent, the Lead Arrangers and each Lender incurred in connection with the foregoing and in connection with advising the Administrative Agent with respect to the execution, delivery, enforcement, performance its rights and administration of responsibilities under this Agreement and the documentation relating thereto, (d) to pay, indemnify, and to hold the Administrative Agent, the Syndication Agent, the Lead Arrangers and each Lender 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 Loan Documents similar taxes (other than withholding taxes), if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation of any of the use transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, any Credit Document and any such other documents, and (e) to pay, indemnify, and hold the Administrative Agent, the Syndication Agent, the Lead Arrangers and each Lender and their respective Affiliates, officers, directors and trustees harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including, without limitation, reasonable fees and disbursements of counsel) which may be incurred by or asserted against the Administrative Agent, the Syndication Agent, the Lead Arrangers or the Lenders or such Affiliates, officers, directors or trustees arising out of or in connection with any investigation, litigation or proceeding related to this Agreement, the other Credit Documents, the proceeds of the Loans and the transactions contemplated by or Letters in respect of Credit such use of proceeds, or any of the other transactions contemplated hereby, whether or not the Administrative Agent, the Syndication Agent, the Lead Arrangers or any of the Lenders or such Affiliates, officers, directors or trustees is a party thereto, including, without limitation, any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the Borrowers, any of their Subsidiaries or any of the facilities and properties owned, leased or operated by the Borrowers or any of their Subsidiaries (all the foregoing in this clause (d)foregoing, collectively, the "“indemnified liabilities"”), provided, ; provided that the Borrower Borrowers shall have no obligation hereunder to any indemnified person with respect to indemnified liabilities arising of the Administrative Agent, the Syndication Agent, the Lead Arrangers or any Lender or any of their respective Affiliates, officers, directors and trustees to the extent, as determined by the final and nonappealable decision of a court of competent jurisdiction, resulting from (i) the gross negligence or willful misconduct of such indemnified personthe person seeking indemnification or (ii) legal proceedings commenced against the Administrative Agent, the Syndication Agent, the Lead Arrangers or Lender not arising from the (A) violation of any law by Bermuda Holdings or any of its Subsidiaries or (B) breach by such Bermuda Holdings or either Borrower of its obligations owed to the Administrative Agent or the Lenders under the Credit Documents (not including obligations with respect to financial performance or payment) or any misrepresentation made by Bermuda Holdings or either Borrower under the Credit Documents, by (x) a security holder or creditor of the indemnified person arising out of and based upon the rights afforded such security holder or creditor solely in its Contractual Obligations capacity as such or (y) arising out of disputes, claims or proceedings among the Agents, the Lenders and/or the Transferees. Without limiting the foregoing, and to the Borrower extent permitted by applicable law, the Borrowers agree not to assert, and hereby waive (and shall cause their Subsidiaries not to assert and to waive) all rights for contribution or from negotiated settlements any other rights of pending recovery with respect to all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or threatened legal actions entered into disbursements of any kind or nature whatsoever, under or related to Environmental Laws, that any of them might have by such indemnified person without statute or otherwise against the Borrower's consent (unless such consent has been unreasonably withheld)Administrative Agent, the Syndication Agent, the Lead Arrangers or any Lender. The agreements in this subsection 11.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the each of Agent and Administrative Agent on demand for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement Agreement, the Notes and the any other Loan Documents or other documents prepared in connection herewith, and the consummation of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and expenses disbursements of one joint counsel to the Agents in connection with this Agreement Agent and the other Loan DocumentsAdministrative Agent, (b) to pay or reimburse each Lender Lender, Agent and the Administrative Agent on demand for all its out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement or Agreement, the Notes, the other Loan Documents and any such other documents, or the satisfaction or review of conditions precedent to any borrowing other than that occurring on the Effective Date, including, without limitation, the reasonable fees and disbursements of one joint counsel to Agent and Administrative Agent and, in the case of enforcement or preservation of any rights under this Agreement, counsel to the Lenders several Lenders, and the Administrative Agent, provided that, notwithstanding the foregoing, the Borrower agrees to pay or reimburse the fees and disbursements of separate counsel to any Lender or the Administrative Agent to the extent of any conflict of interest among the Lenders or between the Lenders and the Administrative Agent, (c) to pay, indemnify, or reimburse and to hold each Lender Lender, Agent and the Administrative Agent and their respective officers, directors, employees and agents harmless for, from and hold each Lender and the Administrative Agent harmless 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 taxes (other than any net income or franchise taxes), if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the Notes, the other Loan Documents and any such other documents documents, and (d) to pay, indemnify, and hold each Lender, the Issuing Lender Agent and the Administrative Agent and their respective officers, directors, officers, employees, affiliates employees and agents (eachharmless for, an "indemnified person") harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of, or in any other way arising out of or relating to, this Agreement and Agreement, the Notes, the other Loan Documents and the use of proceeds any such other documents, including, without limitation, any claim resulting or arising out of the Loans or Letters presence of Credit Hazardous Materials in any of the Properties (all the foregoing in this clause (d)foregoing, collectively, the "indemnified liabilitiesIndemnified Liabilities"), provided, provided that the Borrower shall have no obligation hereunder to any indemnified person with respect to indemnified liabilities Indemnified Liabilities arising from (i) the gross negligence or willful misconduct of any such indemnified person, from the breach Lender or (ii) legal proceedings commenced against any such Lender by any security holder or creditor thereof arising out of and based upon rights afforded any such indemnified person of security holder or creditor solely in its Contractual Obligations to the Borrower or from negotiated settlements of pending or threatened legal actions entered into by such indemnified person without the Borrower's consent (unless such consent has been unreasonably withheld)capacity as such.

Payment of Expenses and Taxes. The Borrower Kimco agrees (a) to pay or reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents includingDocuments, without limitationany Letters of Credit, and any other documents prepared in connection herewith or therewith, and the reasonable consummation and administration of the transactions contemplated hereby and thereby, including the fees and expenses disbursements of one joint counsel to the Agents in connection with this Agreement and the other Loan Documents, Administrative Agent; (b) to pay or reimburse each Lender, the Issuing Lender and the Administrative Agent for all its out-of-pocket costs and expenses (including post-judgment costs and expenses) incurred in connection with the enforcement or preservation of any rights under this Agreement or Agreement, the other Loan Documents includingDocuments, without limitationany Letters of Credit, and any such other documents, including the fees and disbursements of one joint counsel to the Lenders and the Administrative Agent, provided that, notwithstanding the foregoing, the Borrower agrees to pay or reimburse the fees and disbursements of separate counsel to any Issuing Lender or the Administrative Agent to the extent of any conflict of interest among the Lenders or between the Lenders and the Administrative Agent, several Lenders; (c) to pay, indemnifyand indemnify and hold harmless each Lender, or reimburse each the Issuing Lender and the Administrative Agent for(and their respective affiliates, officers, directors, employees, advisors and hold each Lender agents) from and the Administrative Agent harmless fromagainst, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, documentary, stamp, excise and other taxes (other than any net income or franchise similar taxes), if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents Documents, any Letters of Credit, and any such other documents documents; and (d) to pay, indemnify, and indemnify and hold harmless each Lender, the Issuing Lender and the Administrative Agent (and their respective directorsaffiliates, officers, directors, employees, affiliates advisors and agents (each, an "indemnified person"agents) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (and regardless of whether pre-judgment or post-judgment) with respect to the execution, delivery, enforcement, performance and administration of this Agreement and Agreement, the other Loan Documents Documents, the Letters of Credit, and the use of proceeds any such other documents, including any of the Loans foregoing relating to the violation of, noncompliance with or Letters liability under, any Environmental Law applicable to the operations of Credit Kimco, any of its Subsidiaries or any of the Properties (all the foregoing in this clause (d), collectively, the "“indemnified liabilities"”), provided, provided that the Borrower Kimco shall have no obligation hereunder to any indemnified person indemnitee with respect to indemnified liabilities arising from the gross negligence or willful misconduct of such indemnified personindemnitee. The agreements in this Section 10.5 shall survive the termination of this Agreement, from the breach by such indemnified person expiration, cancellation, or other termination of its Contractual Obligations to the Borrower or from negotiated settlements Letters of pending or threatened legal actions entered into by such indemnified person without Credit, and the Borrower's consent (unless such consent has been unreasonably withheld)payment of the Revolving Credit Loans, the Competitive Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement the Credit Documents and any other documents prepared in connection herewith or therewith, and the other Loan Documents includingconsummation of the transactions contemplated hereby and thereby, without limitation, together with the reasonable fees and expenses disbursements of one joint counsel to the Agents Agent, (b) to pay out-of-pocket expenses, including attorneys’ fees, incurred by a Lender in connection with this Agreement the negotiation, preparation and execution of the other Loan Credit Documents, not to exceed $2,500 for each Lender, and reasonable expenses, including reasonable attorneys’ fees, in connection with any future amendments or modifications hereto, (bc) to pay or reimburse each Lender and the Administrative Agent for all its out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Credit Agreement or the and any other Loan Documents Credit Documents, including, without limitation, the reasonable fees and disbursements of one joint counsel to the Lenders Agent and the Administrative Agent, provided that, notwithstanding the foregoing, the Borrower agrees to pay or reimburse the fees and disbursements of separate counsel to any Lender or the Administrative Agent to the extent Lenders (including reasonable allocated costs of any conflict of interest among the Lenders or between the Lenders and the Administrative Agentin-house legal counsel), (cd) on demand, to pay, 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 taxes (other than any net income or franchise similar taxes), if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Credit Documents and any such other documents documents, and (de) to pay, indemnify, and hold each Lender, the Issuing Lender and the Administrative Agent and their respective directorsAffiliates, officers, employeesdirectors, affiliates shareholders, employees and agents (each, an "indemnified person") harmless from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement the Credit Documents and any such other documents and the other Loan Documents and the use use, or proposed use, of proceeds of the Loans or Letters of Credit (all the foregoing in this clause (d)foregoing, collectively, the "indemnified liabilities"“Indemnified Liabilities”); provided, providedhowever, that the Borrower shall not have no any obligation hereunder to the Agent or any indemnified person Lender with respect to indemnified liabilities Indemnified Liabilities arising from (i) the gross negligence or willful misconduct of the Agent or any such indemnified personLender, from (ii) legal proceedings commenced against or disputes among the breach Agent or any Lender by any other Lender or its participants or the Agent, or (iii) the violation by the Agent or any such indemnified person Lender of its Contractual Obligations to an express provision of the Borrower or from negotiated settlements Credit Documents, if so determined by a final judgment of pending or threatened legal actions entered into by such indemnified person without a court of competent jurisdiction. The agreements in this Section 11.5 shall survive repayment of the Borrower's consent (unless such consent has been unreasonably withheld)Loans, Notes and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse each Lender and the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation preparation, negotiation, printing and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Credit Documents includingand any other documents prepared in connection herewith or therewith, without limitationand the consummation and administration of the transactions contemplated hereby and thereby, together with the reasonable fees and expenses disbursements of one joint counsel to the Agents in connection with this Agreement each Lender and the other Loan DocumentsAdministrative Agent, (b) to pay or reimburse each Lender and the Administrative Agent for all its out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement or Agreement, the Notes and any such other Loan Documents documents, including, without limitation, the reasonable fees and disbursements of one joint counsel to the Lenders and the Administrative Agent, provided that, notwithstanding the foregoing, the Borrower agrees to pay or reimburse the fees and disbursements of separate counsel to any Lender or the Administrative Agent and to the extent Lenders (including reasonable allocated costs of any conflict of interest among the Lenders or between the Lenders in-house legal counsel), and the Administrative Agent, (c) on demand, to pay, 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 taxes (other than any net income or franchise similar taxes), if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Credit Documents and any such other documents documents, and (d) to pay, indemnify, and hold each Lender, the Issuing Lender and the Administrative Agent and their respective directorsAffiliates (collectively, officers, employees, affiliates and agents (each, an "indemnified personthe Indemnified Parties") 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 (irrespective of whether the Indemnified Party is named as a party to any litigation or proceeding) with respect to the execution, delivery, enforcement, performance and administration of this Agreement the Credit Documents and any such other documents and the other Loan Documents and the use use, or proposed use, of proceeds of the Loans or Letters of Credit (all of the foregoing in this clause (d)foregoing, collectively, the a "indemnified liabilitiesThird Party Claim"); provided, providedhowever, that the Borrower shall not have no any obligation hereunder to the Administrative Agent or any indemnified person Lender with respect to indemnified liabilities Third Party Claims arising from the gross negligence or willful misconduct of the Administrative Agent or any such indemnified personLender, as determined by a court of competent jurisdiction in a final and non-appealable judgment; provided, further, that (i) each Indemnified Party shall promptly notify the Borrower in writing upon becoming aware of the initiation of any Third Party Claim against it, (ii) the Borrower shall be entitled to participate in the defense of any such Third Party Claim and, if the borrower so chooses, to assume the defense, at the Borrower's expense, of any such Third Party Claim with counsel selected by the Borrower (it being understood that any Indemnified Party shall have the right to participate in such defense and employ counsel separate from the breach counsel employed by the Borrower, and that such indemnified person counsel shall be at the expense of its Contractual Obligations such Indemnified Party unless such Indemnified Party shall have been advised by counsel that there may be legal defenses available to it that are inconsistent with or in addition to those available to the Borrower or from negotiated settlements of pending or threatened legal actions entered into by Borrower, in which case such indemnified person counsel shall be at the Borrower's expense) and (iii) no Indemnified Party shall settle any Third Party Claim without the Borrower's prior written consent (unless such consent has been not to be unreasonably withheld). The agreements in this Section 9.5 shall survive repayment of the Loans, Notes and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower Company agrees (a) to pay all costs, fees and expenses in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including, without limitation: (i) all expenses incident to the issuance, delivery and qualification of the Securities (including all printing and engraving costs); (ii) all fees and expenses of the registrar and transfer agent of the Securities; (iii) all financial, issue, transfer and other stamp taxes in connection with the issuance and sale of the Securities; (iv) all fees and expenses of the Company’s counsel, independent public or reimburse the Administrative Agent for certified public accountants and other advisors; (v) all its reasonable out-of-pocket costs and expenses incurred in connection with the developmentpreparation, preparation printing, filing, shipping and execution distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Prospectus, and all amendments and supplements thereto, and this Agreement; (vi) all filing fees, reasonable attorneys’ fees and expenses incurred by the Company or the Placement Agent in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Securities for offer and sale under the state securities or blue sky laws or the securities laws of any other country, and, if requested by the Placement Agent, preparing and printing a “Blue Sky Survey,” an “International Blue Sky Survey” or other memorandum, and any amendmentsupplements thereto, supplement or modification toadvising the Placement Agent of such qualifications, this Agreement registrations and the other Loan Documents including, without limitationexemptions; and (vii) if applicable, the reasonable filing fees incident to the review and approval by the FINRA of the Placement Agent’s participation in the offering and distribution of the Securities; and (viii) the fees and expenses of one joint counsel to associated with including the Agents in connection with this Agreement and Securities on the other Loan Documents, (b) to pay or reimburse each Lender and the Administrative Agent Exchanges. All payments provided for all its out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement or the other Loan Documents including, without limitation, the fees and disbursements of one joint counsel to the Lenders and the Administrative Agent, provided that, notwithstanding the foregoing, the Borrower agrees to pay or reimburse the fees and disbursements of separate counsel to do not include any Lender or the Administrative Agent to the extent of any conflict of interest among the Lenders or between the Lenders and the Administrative Agent, (c) to pay, 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 taxes (other than any net income or franchise taxes)value added tax payable thereon, if any, which may and shall be payable paid in full without any set-off or determined to be payable in connection with the execution counterclaim and delivery free and clear of, and without any deductions or consummation withholding for, or administration on account of, any present or future taxes, levies duties or charges, interest or penalties of any of nature unless the transactions contemplated bydeduction or withholding is required by law, in which event the Company will pay such additional amount as will be required to ensure that the net amount received by the Placement Agent or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, other Indemnified Person (as defined below) (as the other Loan Documents and any such other documents and (dcase may be) to pay, indemnify, and hold each Lender, the Issuing Lender and the Administrative Agent and their respective directors, officers, employees, affiliates and agents (each, an "indemnified person") harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect is equal to the execution, delivery, enforcement, performance and administration of this Agreement and the other Loan Documents and the use of proceeds of the Loans amount it would have received had no such deduction or Letters of Credit (all the foregoing in this clause (d), collectively, the "indemnified liabilities"), provided, that the Borrower shall have no obligation hereunder withholding or charge to any indemnified person with respect to indemnified liabilities arising from the gross negligence or willful misconduct of such indemnified person, from the breach by such indemnified person of its Contractual Obligations to the Borrower or from negotiated settlements of pending or threatened legal actions entered into by such indemnified person without the Borrower's consent (unless such consent has tax been unreasonably withheld)made.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent and the Multicurrency Administrative Agent for all its of their respective reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents includingand any other documents prepared in connection herewith or therewith, without limitationand the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and expenses disbursements of one joint counsel to the Agents in connection with this Agreement Administrative Agent and the other Loan DocumentsMulticurrency Administrative Agent and filing and recording fees and expenses, (b) to pay or reimburse each Lender Lender, Issuing Lender, the Administrative Agent and the Multicurrency Administrative Agent for all its out-of-pocket of their respective costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement or Agreement, the other Loan Documents includingand any such other documents, without limitation, including the fees and disbursements of one joint counsel to each Lender and of counsel to the Lenders Administrative Agent and the Administrative Agent, provided that, notwithstanding the foregoing, the Borrower agrees to pay or reimburse the fees and disbursements of separate counsel to any Lender or the Administrative Agent to the extent of any conflict of interest among the Lenders or between the Lenders and the Multicurrency Administrative Agent, (c) to pay, indemnify, or reimburse and hold each Lender and Lender, each Issuing Lender, the Administrative Agent for, and hold each Lender and the Multicurrency 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 taxes (other than any net income or franchise taxes), if any, which that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents documents, and (d) to pay, indemnify, and hold each Lender, the Issuing Lender Administrative Agent and the Multicurrency Administrative Agent and their respective officers, directors, officers, employees, affiliates affiliates, agents and agents controlling persons (each, an "indemnified person"“Indemnitee”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement and Agreement, the other Loan Documents and any such other documents, including any of the foregoing relating to the use of proceeds of the Loans or Letters the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of Credit any Group Member or any of the Properties and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (d), collectively, the "indemnified liabilities"“Indemnified Liabilities”), provided, ; provided that the Borrower shall have no obligation hereunder to any indemnified person Indemnitee with respect to indemnified liabilities arising 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 a material breach of this Agreement, the gross negligence or willful misconduct of such indemnified personIndemnitee. Without limiting the foregoing, from the breach by such indemnified person of its Contractual Obligations 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 from negotiated settlements any other rights of pending recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or threatened legal actions entered into nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 10.5 shall be payable not later than 10 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 10.5 shall be submitted to the Chief Financial Officer, Treasurer and Chief Legal Officer (Telephone No.: (000) 000-0000) (Telecopy No.: (000) 000-0000), at the address of the Borrower set forth in Section 10.2, or to such indemnified person without other Person or address as may be hereafter designated by the Borrower's consent (unless such consent has been unreasonably withheld)Borrower in a written notice to the Administrative Agent. The agreements in this Section 10.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Parent Borrower agrees (a) to pay or reimburse the Administrative Agent Agents and the Other Representatives for (1) all its their reasonable 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 includingand any other documents prepared in connection herewith or therewith, without limitation(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) (i) the reasonable fees and expenses disbursements of one joint counsel to Xxxxxx Xxxxxx & Xxxxxxx LLP and Blake, Xxxxxxx & Xxxxxxx LLP, and such other special or local counsel, consultants, advisors, appraisers and auditors whose retention (other than during the Agents in connection with this Agreement and continuance of an Event of Default) is approved by the other Loan DocumentsParent Borrower, (b) to pay or reimburse each Lender, Other Representative, Issuing Lender and the Administrative Agent for all its out-of-pocket reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement or Agreement, the other Loan Documents includingand any other documents prepared in connection herewith or therewith, without limitation, including the fees and disbursements of one joint counsel to the Lenders Agents and the Administrative Agent, provided that, notwithstanding the foregoing, the Borrower agrees to pay or reimburse the fees and disbursements of separate counsel to any Lender or the Administrative Agent to the extent of any conflict of interest among the Lenders or between the Lenders and the Administrative AgentLenders, (c) to pay, indemnify, or reimburse each Lender, Other Representative, Issuing Lender and the Administrative Agent for, and hold each Lender, Other Representative, 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 taxes (other than any net income or franchise similar taxes), if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents and documents, (d) to pay, indemnifyindemnify or reimburse each Lender, Other Representative, Issuing Lender and Agent, their respective affiliates, and their respective officers, directors, employees, shareholders, members, attorneys and other advisors, agents and controlling persons (each, an “Indemnitee”) for, and hold each Lender, the Issuing Lender and the Administrative Agent and their respective directors, officers, employees, affiliates and agents (each, an "indemnified person") Indemnitee harmless from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costscosts (including Environmental Costs), expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement and Agreement, the other Loan Documents and any such other documents, including any of the foregoing relating to the use of proceeds of the Loans or Loans, Letters of Credit or the violation of, noncompliance with or liability under, any Environmental Law attributable to the operations of the Parent Borrower or any of its Subsidiaries or any property or facility owned, leased or operated by 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 any such properties or facilities (all the foregoing in this clause (d), collectively, the "indemnified liabilities"“Indemnified Liabilities”) and (e) to pay reasonable and documented 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, any Other Representative 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, any such Other Representative 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), providedand (ii) claims made or legal proceedings commenced against the Administrative Agent, that any other Agent, any Issuing Lender, any Other Representative 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. To the fullest extent permitted under applicable law, no Indemnitee shall be liable for any consequential or punitive damages in connection with the Facilities. 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 indemnified person Indemnitee with respect to indemnified liabilities arising from any Taxes imposed, levied, collected, withheld or assessed by any Governmental Authority. The agreements in this subsection shall survive repayment of the gross negligence or willful misconduct of such indemnified personLoans, from the breach by such indemnified person of its Contractual L/C Obligations to the Borrower or from negotiated settlements of pending or threatened legal actions entered into by such indemnified person without the Borrower's consent (unless such consent has been unreasonably withheld)and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the developmentpreparation, preparation negotiation, printing and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Credit Documents includingand any other documents prepared in connection herewith or therewith, without limitationand the consummation and administration of the transactions contemplated hereby and thereby, together with the reasonable fees and expenses disbursements of one joint counsel to the Agents in connection with this Agreement and the other Loan DocumentsAdministrative Agent, (b) to pay or reimburse each Lender and the Administrative Agent for all its out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under under, or defense against any actions arising out of, this Agreement or Agreement, the Notes and any such other Loan Documents documents, including, without limitation, the reasonable fees and disbursements of one joint counsel to the Lenders and the Administrative Agent, provided that, notwithstanding the foregoing, the Borrower agrees to pay or reimburse the fees and disbursements of separate counsel to any Lender or the Administrative Agent and to the extent Lenders (including reasonable allocated costs of any conflict of interest among the Lenders or between the Lenders in-house legal counsel), and the Administrative Agent, (c) on demand, to pay, 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 taxes (other than any net income or franchise similar taxes), if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Credit Documents and any such other documents documents, and (d) to pay, indemnify, and hold each Lender, the Issuing Lender and the Administrative Agent and their respective directors, officers, employees, affiliates and agents (each, an "indemnified person") Affiliates harmless from and against against, any and all other liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement the Credit Documents and any such other documents and the other Loan Documents and the use use, or proposed use, of proceeds of the Loans or Letters of Credit (all of the foregoing in this clause (d)foregoing, collectively, the "indemnified liabilities"); provided, providedhowever, that the Borrower shall not have no any obligation hereunder to the Administrative Agent or any indemnified person Lender with respect to indemnified liabilities arising from the gross negligence or willful misconduct of the Administrative Agent or any such indemnified personLender, from as determined by a court of competent jurisdiction. The agreements in this Section 9.5 shall survive repayment of the breach by such indemnified person of its Contractual Obligations to the Borrower or from negotiated settlements of pending or threatened legal actions entered into by such indemnified person without the Borrower's consent (unless such consent has been unreasonably withheld)Loans, Notes and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent, the Collateral Agent and each Lender for all its reasonable out-of-pocket costs and expenses reasonably incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification toto this Agreement, this Agreement and the Notes, the other Loan Documents includingand any other documents prepared in connection herewith or therewith, without limitationin the case of the Administrative Agent and the Collateral Agent, the consummation and administration of the transactions contemplated hereby and thereby, and the reasonable fees and expenses disbursements of one joint counsel to the Agents in connection with this Agreement Administrative Agent and the other Loan DocumentsCollateral Agent and professionals engaged by the Administrative Agent and the Collateral Agent, and 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 out-of-pocket costs and expenses reasonably incurred in connection with the enforcement or preservation of any rights under this Agreement or Agreement, the Notes, the other Loan Documents includingand any such other documents following the occurrence and during the continuance of a Default or an Event of Default, including without limitation, the reasonable fees and disbursements of one joint counsel to the Lenders and the Administrative Agent, provided that, notwithstanding the foregoing, the Borrower agrees to pay or reimburse the fees Collateral Agent and disbursements of separate counsel to any each Lender or the Administrative Agent to the extent of any conflict of interest among the Lenders or between the Lenders and professionals engaged by the Administrative Agent, the Collateral Agent and the Lenders, (c) to pay, indemnifyand indemnify and hold harmless each Lender, or reimburse each Lender Joint Lead Arranger, each Documentation Agent, each Syndication Agent, the Collateral Agent 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 taxes (other than any net income or franchise taxes), if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the Notes, the other Loan Documents and any such other documents and (d) to pay, indemnify, and indemnify and hold harmless each Lender, each Joint Lead Arranger, the Issuing Lender and Collateral Agent, each Syndication Agent, each Documentation Agent, the Administrative Agent and each of their respective Affiliates, directors, officers, employees, affiliates employees and agents (each, an "indemnified person"“Indemnitee”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance performance, preservation of rights and administration of this Agreement and Agreement, the Notes, the other Loan Documents and or the use of the proceeds of the Loans Extensions of Credit, including without limitation, any of the foregoing relating to the violation of, noncompliance with or Letters liability under, any Environmental Law applicable to the operations of Credit the Loan Parties or any of their respective properties and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (d), collectively, the "“indemnified liabilities"”), provided, provided that the Borrower shall have no obligation hereunder to any indemnified person Indemnitee with respect to indemnified liabilities arising 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 indemnified personIndemnitee or any of such Indemnitee’s affiliates or any of such Indemnitee’s directors, from officers, employees or agents; provided, further, that the breach Borrower shall in no event be responsible for punitive damages to any Indemnitee pursuant to this Section 9.5 except such punitive damages required to be paid by such Indemnitee in respect of any indemnified person of its Contractual Obligations 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 from negotiated settlements any other rights of pending recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or threatened nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. 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 Syndication Agent, each Joint Lead Arranger, each Agent and their respective affiliates, directors, employees, attorneys, 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 the claim therefor is based on contract, tort or duty imposed by any applicable legal actions entered into 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 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 Chief Financial Officer of the Borrower (Telecopy No. 408-995-0505), at the address of the Borrower set forth in Section 9.2 (with copies (which shall not constitute notice) to the General Counsel of the Borrower and Xxxxxxxx & Xxxxx LLP at the respective addresses set forth in Section 9.2), or to such indemnified person without other Person or address as may be hereafter designated by the Borrower's consent (unless such consent has been unreasonably withheld)Borrower in a written notice to the Administrative Agent. The agreements in this Section shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent each Lender for all its reasonable out-of-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 includingand any other documents prepared in connection herewith or therewith, without limitationand the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and expenses disbursements of one joint counsel to each Lender and filing and recording fees and expenses, with statements with respect to the Agents foregoing to be submitted to the Borrower prior to the Effective Date (in connection with this Agreement the case of amounts to be paid on the Effective Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the other Loan DocumentsLenders shall deem appropriate, (b) to pay or reimburse each Lender and the Administrative each Collateral Agent for all its out-of-pocket reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement or Agreement, the other Loan Documents includingand any such other documents, without limitation, including the reasonable fees and disbursements of one joint counsel to the Lenders each Lender and the Administrative Agent, provided that, notwithstanding the foregoing, the Borrower agrees to pay or reimburse the fees and disbursements of separate counsel to any Lender or the Administrative Agent to the extent of any conflict of interest among the Lenders or between the Lenders and the Administrative each Collateral Agent, (c) to pay, indemnify, or reimburse each Lender and the Administrative Agent for, and hold each Lender and the Administrative each Collateral Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes (other than any net income or franchise taxes), if any, which that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents documents, and (d) to pay, indemnify, and hold each Lender, the Issuing Lender and the Administrative each Collateral Agent and their respective officers, directors, officers, employees, affiliates affiliates, agents and agents controlling persons (each, an "indemnified person"“Indemnitee”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement and Agreement, the other Loan Documents and any such other documents, including any of the foregoing relating to the use of proceeds of the Revolving Loans or Letters the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of Credit any Group Member or any of the Properties and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (d), collectively, the "indemnified liabilities"“Indemnified Liabilities”), provided, that the Borrower shall have no obligation hereunder to any indemnified person Indemnitee with respect to indemnified liabilities arising 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 indemnified personIndemnitee. Without limiting the foregoing, from the breach by such indemnified person of its Contractual Obligations 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 from negotiated settlements any other rights of pending recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or threatened legal actions entered into 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 8.5 shall be payable not later than 10 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 8.5 shall be submitted to Chief Financial Officer (Telephone No. 000-000-0000) (Telecopy No. 908-626-0473), at the address of the Borrower set forth in Section 8.2, or to such indemnified person without other Person or address as may be hereafter designated by the Borrower's consent (unless such consent has been unreasonably withheld)Borrower in a written notice to the Lenders. The agreements in this Section 8.5 shall survive repayment of the Revolving Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation 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, without limitation, the reasonable fees and expenses disbursements of one joint counsel to the Agents in connection with this Agreement and the other Loan DocumentsAdministrative Agent, (b) to pay or reimburse each Lender and the Administrative Agent for all its out-of-pocket reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement or Agreement, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of one joint counsel to the Lenders and the Administrative Agent, provided that, notwithstanding the foregoing, the Borrower agrees to pay or reimburse the fees and disbursements of separate counsel to any Lender or the Administrative Agent and to the extent several Lenders (but excluding any transfer or similar taxes arising solely from the event of any conflict of interest among the Lenders or between the Lenders and the Administrative Agentan assignment by a Lender under subsection 10.6(c)), (c) to pay, 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 taxes (other than any net income or franchise similar taxes), if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents (but excluding any such taxes arising solely from the event of an assignment by a Lender under subsection 10.6(c)), and (d) to pay, indemnify, and hold each Lender, the Issuing Lender and the Administrative Agent and their respective directors, officers, employees, affiliates and agents (each, an "indemnified person") harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement and Agreement, the other Loan Documents and the use of proceeds any such other documents, including, without limitation, any of the Loans foregoing relating to the violation of, noncompliance with or Letters liability under, any Environmental Law applicable to the operations of Credit the Borrower or any of its Subsidiaries (all the foregoing in this clause (d), collectively, the "indemnified liabilities"), provided, that the Borrower shall have no obligation hereunder to the Administrative Agent or any indemnified person Lender with respect to indemnified liabilities arising from (i) the gross negligence or willful misconduct of the Administrative Agent or any Lender or (ii) legal proceedings commenced against the Administrative Agent or any Lender by any security holder or creditor thereof arising out of and based upon rights afforded any such indemnified personsecurity holder or creditor solely in its capacity as such. Notwithstanding the foregoing, from except as provided in clause (c) above, the breach by such indemnified person of its Contractual Obligations Borrower shall have no obligation under this subsection 10.5 to the Borrower Administrative Agent or from negotiated settlements any Lender with respect to any tax, levy, impost, duty, charge, fee, deduction or withholding imposed, levied, collected, withheld or assessed by any Governmental Authority. The agreements in this subsection shall survive repayment of pending or threatened legal actions entered into by such indemnified person without the Borrower's consent (unless such consent has been unreasonably withheld)Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation 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, without limitation, the reasonable fees and expenses disbursements of one joint a single counsel to the Agents in connection with this Agreement and the other Loan DocumentsAdministrative Agent and, if applicable, local counsel, (b) to pay or reimburse each Lender and Lender, the Administrative Agent and each Co-Lead Arranger for all its out-of-pocket reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement or Agreement, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of one joint counsel to the Lenders and the Administrative Agent, provided that, notwithstanding the foregoing, the Borrower agrees to pay or reimburse the fees and disbursements of separate counsel to any Lender or the Administrative Agent to and, at any time after and during the extent continuance of any conflict an Event of interest among Default, of one counsel of all the Lenders or between the Lenders and the Administrative AgentLenders, (c) to pay, indemnify, or reimburse and hold harmless each Lender and Lender, the Administrative Agent for, and hold each Lender Co-Lead Arranger from and the Administrative Agent harmless from, against any and all recording and filing fees and any and all liabilities with respect to, or (without duplication of amounts otherwise indemnified pursuant to subsection 2.17(a)) resulting from any delay in paying, stamp, excise and other taxes (other than any net income or franchise similar taxes), if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents documents, and (d) to pay, indemnify, indemnify and hold harmless each Lender, the Issuing Lender and the Administrative Agent and each Co-Lead Arranger and their respective officers, directors, officerstrustees, professional advisors, employees, affiliates affiliates, agents and agents controlling persons (each, an "indemnified person"“indemnitee”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement and Agreement, the other Loan Documents and any such other documents, including, without limitation, any of the foregoing relating to the use of proceeds of the Loans or Letters the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of Credit the Borrower, any of its Subsidiaries or any of the facilities or properties owned, leased or operated by the Borrower or any of its Subsidiaries (all the foregoing in this clause (d), collectively, the "“indemnified liabilities"”), provided, provided that the Borrower shall have no obligation hereunder to any indemnified person indemnitee with respect to indemnified liabilities arising to the extent such indemnified liabilities (i) are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such indemnitee or, in the case of indemnified personliabilities arising under this Agreement, any Notes and the other documents, from the material breach by such indemnified person the indemnitee of its Contractual Obligations to this Agreement, any Notes or the Borrower other Loan Documents, as the case may be, or (ii) arise from negotiated settlements any settlement of pending any claim, litigation, investigation, action or threatened legal actions entered into by such indemnified person proceeding without the Borrower's ’s written consent (unless such which consent has been shall not be unreasonably withheld). The agreements in this subsection 10.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent Agents and the Other Representatives for (1) all its their reasonable and documented out-of-pocket costs and expenses incurred in connection with (i) the syndication of the Facilities and the development, preparation preparation, execution and execution delivery of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents includingand any other documents prepared in connection herewith or therewith, without limitation(ii) the consummation and administration of the transactions (including the syndication of the Initial Term Loan Commitments, the Tranche B Term Loan Commitments, the Tranche C Term Loan Commitments, the Tranche D Term Loan Commitments and, the Tranche E Term Loan Commitments and the Tranche F 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 expenses disbursements of one joint counsel to Xxxxx Xxxx and Xxxxxxxx LLP, and such other special or local counsel, consultants, advisors, appraisers and auditors whose retention (other than during the Agents in connection with this Agreement and continuance of an Event of Default) is approved by the other Loan DocumentsBorrower, (b) to pay or reimburse each Lender Lender, each Other Representative and the Administrative Agent Agents for all its out-of-pocket their reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement or Agreement, the other Loan Documents includingand any other documents prepared in connection herewith or therewith, without limitation, including the fees and disbursements of one joint counsel to the Lenders Agents and the Administrative Agent, provided that, notwithstanding the foregoing, the Borrower agrees to pay or reimburse the fees and disbursements of separate counsel to any Lender or the Administrative Agent to the extent of any conflict of interest among the Lenders or between the Lenders and the Administrative AgentLenders, (c) to pay, indemnify, or reimburse each Lender Lender, each Other Representative and the Administrative Agent Agents for, and hold 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 taxes (other than any net income or franchise similar taxes), if any, which may be payable or determined to be payable in connection with the execution and execution, delivery or enforcement of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents documents, and (d) to pay, indemnifyindemnify or reimburse each Lender, 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 Lender, the Issuing Lender and the Administrative Agent and their respective directors, officers, employees, affiliates and agents (each, an "indemnified person") 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 with respect to the execution, delivery, enforcement, performance and administration of this Agreement and Agreement, the other Loan Documents and any such other documents, including any of the foregoing relating to the use of proceeds of the Loans 1004254246v19 Loans, the violation of, noncompliance with or Letters liability under, any Environmental Law applicable to the operations of Credit the Borrower or any of its Restricted Subsidiaries or any of the property of the Borrower or any of its Restricted Subsidiaries, of any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other Loan Party and regardless of whether any Indemnitee is a party thereto (all the foregoing in this clause (d), collectively, the "indemnified liabilities"“Indemnified Liabilities”), providedprovided 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 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 indemnified person Indemnitee with respect to indemnified liabilities arising from any tax, levy, impost, duty, charge, fee, deduction or withholding imposed, levied, collected, withheld or assessed by any Governmental Authority. The agreements in this Section 11.5 shall survive repayment of the gross negligence or willful misconduct of such indemnified person, from the breach by such indemnified person of its Contractual Obligations to the Borrower or from negotiated settlements of pending or threatened legal actions entered into by such indemnified person without the Borrower's consent (unless such consent has been unreasonably withheld)Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents includingand any other documents prepared in connection herewith or therewith, without limitationand the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and expenses disbursements of one joint counsel to the Agents in connection with this Agreement Administrative Agent and the other Loan Documentsfiling and recording fees and expenses, (b) to pay or reimburse each Lender and the Administrative Agent for all its out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement or Agreement, the other Loan Documents includingand any such other documents, without limitation, including the reasonable fees and disbursements of one joint counsel to the Lenders and the Administrative Agent, provided that, notwithstanding the foregoing, the Borrower agrees to pay or reimburse the fees and disbursements of separate counsel to any Lender or the Administrative Agent to the extent of any conflict of interest among the Lenders or between for the Lenders and the Administrative Agent, (c) to pay, 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 or stamp and excise taxes imposed by any Governmental Authority in connection with the execution, delivery, registration or enforcement of this Agreement or any Note hereunder (collectively, "Stamp Taxes") and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise any Stamp Taxes and other taxes (other than any net income or franchise taxes)Covered Taxes, if any, which may be that are payable by Borrower directly or determined indirectly pursuant to be payable in connection with the execution and delivery ofSection 2.15, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents and (d) to pay, indemnify, and hold each Lender, the Issuing Lender and the Administrative Agent and their respective officers, directors, officers, employees, affiliates affiliates, agents and agents controlling persons (each, an "indemnified person"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 (excluding any taxes that are not Stamp Taxes or Covered Taxes) with respect to the execution, delivery, enforcement, performance and administration of this Agreement and Agreement, the other Loan Documents and any such other documents or any investigation, litigation or proceeding relating to or arising out of any of the foregoing (whether or not any Indemnitee is a party thereto), including any of the foregoing relating to the use of proceeds of the Loans or Letters the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of Credit any Loan Party or any of the facilities and properties owned, leased or operated by any Loan Party and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (d), collectively, the "indemnified liabilitiesIndemnified Liabilities"), provided, that the Borrower shall have no obligation hereunder to any indemnified person Indemnitee with respect to indemnified liabilities arising Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and non-appealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such indemnified personIndemnitee. All amounts due under this Section 11.5 shall be payable not later than 10 Business Days after written demand therefor. Statements payable by the Borrower pursuant to this Section 11.5 shall be submitted to Vice President-Finance (Telephone No. (000) 000-0000) (Telecopy No. (000) 000-0000), from at the breach address of the Borrower set forth in Section 11.2, or to such other Person or address as may be hereafter designated by such indemnified person of its Contractual Obligations the Borrower in a written notice to the Borrower or from negotiated settlements Administrative Agent. The agreements in this Section 11.5 shall survive repayment of pending or threatened legal actions entered into by such indemnified person without the Borrower's consent (unless such consent has been unreasonably withheld)Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent Agents and the Other Representatives for (1) all its their reasonable 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, (ii) the consummation and administration of the transactions (including the syndication of the Commitments) contemplated hereby and thereby (including, without limitation, any fees and expenses in connection with the resignation or removal of the Administrative Agent pursuant to Section 9.10) and (iii) efforts to monitor the Term Loans and verify, protect, evaluate, assess, appraise, collect, sell, liquidate or otherwise dispose of any of the Collateral, and (2) (i) the reasonable fees and expenses disbursements of one joint a single firm of counsel to Wachovia Bank, National Association and such other special or local counsel, consultants, advisors, appraisers and auditors whose retention (other than during the Agents in connection with this Agreement and continuance of an Event of Default) is approved by the other Loan DocumentsBorrower, (b) to pay or reimburse each Lender and the Administrative Agent Agents for all its out-of-pocket their reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement or Agreement, the other Loan Documents includingand any other documents prepared in connection herewith or therewith, without limitation, including the fees and disbursements of one joint counsel to the Lenders Agents and the Administrative Agent, provided that, notwithstanding the foregoing, the Borrower agrees to pay or reimburse the fees and disbursements of separate counsel to any Lender or the Administrative Agent to the extent of any conflict of interest among the Lenders or between the Lenders and the Administrative AgentLenders, (c) to pay, indemnify, or reimburse each Lender and the Administrative Agent Agents for, and hold each Lender 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, stamp, excise and other taxes (other than any net income or franchise similar taxes), if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, 104 supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents documents, and (d) to pay, indemnifyindemnify or reimburse each Lender, each Agent, their respective affiliates, and their respective officers, directors, trustees, employees, shareholders, members, attorneys and other advisors, agents and controlling persons (each, an “Indemnitee”) for, and hold each Lender, the Issuing Lender and the Administrative Agent and their respective directors, officers, employees, affiliates and agents (each, an "indemnified person") 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 with respect to the execution, delivery, enforcement, performance and administration of this Agreement and Agreement, the other Loan Documents and any such other documents, including any of the foregoing relating to the use of proceeds of the Term Loans or Letters the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of Credit the Borrower of any of its Subsidiaries or any of the property of the Borrower or any of its Subsidiaries (all the foregoing in this clause (d), collectively, the "indemnified liabilities"“Indemnified Liabilities”), provided, provided that the Borrower shall not have no any obligation hereunder to the Administrative Agent, any indemnified person other Agent or any Lender with respect to indemnified liabilities Indemnified Liabilities arising from (i) the gross negligence or willful misconduct of the Administrative Agent, any other Agent or any such indemnified personLender (or any of their respective directors, from trustees, officers, employees, agents, successors and assigns) or (ii) claims made or legal proceedings commenced against the breach Administrative Agent, any other Agent or any such Lender by any security holder or creditor thereof arising out of and based upon rights afforded any such indemnified person of security holder or creditor solely in its Contractual Obligations capacity as such. No Indemnitee shall be liable for any consequential or punitive damages in connection with the Facilities. All amounts due under this Section shall be payable not later than 30 days after written demand therefor. Statements reflecting amounts payable by the Loan Parties pursuant to this Section shall be submitted to the address of the Borrower set forth in Section 10.2, or from negotiated settlements to such other Person or address as may be hereafter designated by the Borrower in a notice to the Administrative Agent. Notwithstanding the foregoing, except as provided in clauses (b) and (c) above, the Borrower shall have no obligation under this Section 10.5 to any Indemnitee with respect to any Taxes. The agreements in this Section shall survive repayment of pending or threatened legal actions entered into by such indemnified person without the Borrower's consent (unless such consent has been unreasonably withheld)Term Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent Lender for all of its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any administration, amendment, modification, extension, renewal, supplement or modification toreplacement of, this Agreement Agreement, the other Credit Documents and any other documents prepared in connection herewith or therewith, and the other Loan Documents includingconsummation of the transactions contemplated hereby and thereby, without limitation, the reasonable fees and expenses of one joint counsel to the Agents in connection with this Agreement and the other Loan Documents, (b) to pay or reimburse each Lender and the Administrative Agent for all its out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement or the other Loan Documents including, without limitation, the fees and disbursements of one joint counsel to the Lenders and the Administrative AgentLender, provided that, notwithstanding the foregoing, the Borrower agrees (b) to pay or reimburse the Lender for all of its costs and expenses incurred in connection with the legal interpretation, enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents, including, without limitation, the fees and disbursements of separate counsel to any Lender or the Administrative Agent to the extent of any conflict of interest among the Lenders or between the Lenders and the Administrative AgentLender, (c) to pay, indemnify, or reimburse each Lender and the Administrative Agent for, indemnify and hold each the 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 taxes (other than any net income or franchise taxes), if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, modification, extension, renewal, supplement or modification replacement of, or any waiver or consent under or in respect of, this Agreement, the other Loan Credit Documents and any such other documents documents, and (d) to pay, indemnify, indemnify and hold each Lenderthe Lender harmless from, the Issuing Lender and the Administrative Agent and their respective directors, officers, employees, affiliates and agents (each, an "indemnified person") harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement and Agreement, the other Loan Credit Documents and the use of proceeds any such other documents (all of the Loans or Letters of Credit (all the foregoing in this clause (d)foregoing, collectively, the "indemnified liabilities"), provided, ; provided that the Borrower shall have no obligation hereunder to any indemnified person the Lender with respect to indemnified liabilities arising from (i) the gross negligence or willful misconduct of the Lender, or (ii) legal proceedings commenced against the Lender by any security holder or creditor thereof arising out of and based upon rights afforded any such indemnified person, security holder or creditor solely in its capacity as such. The agreements in this Subsection shall survive the termination of this Agreement and payment of the Note for a period of 2 years. The Borrower authorizes the Lender to debit from the breach by Operating Account all such indemnified person of its Contractual Obligations to payments or reimbursements which the Borrower or from negotiated settlements of pending or threatened legal actions entered into by such indemnified person without the Borrower's consent (unless such consent has been unreasonably withheld)is required to make under this Subsection 9.6.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation 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, without limitation, the reasonable fees and expenses disbursements of one joint counsel to the Agents in connection with this Agreement and the other Loan DocumentsAdministrative Agent, (b) to pay or reimburse each Lender and the Administrative Agent for all its out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement or Agreement, the other Loan Documents and any such other documents during the continuance of an Event of Default, including, without limitation, the fees and disbursements of one joint counsel to the Lenders each Lender and the Administrative Agent, provided that, notwithstanding the foregoing, the Borrower agrees to pay or reimburse the fees and disbursements of separate counsel to any Lender or the Administrative Agent to the extent of any conflict of interest among the Lenders or between the Lenders and the Administrative Agent, (c) to pay, 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 taxes (other than any net income or franchise taxes)Non-Excluded Taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents documents, and (d) to pay, indemnify, and hold each Lender, the Issuing Lender and the Administrative Agent and their respective directors, officers, employees, affiliates and agents (each, an "indemnified person") harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement and Agreement, the other Loan Documents and the use of proceeds of the Loans or Letters of Credit (all the foregoing in this clause (d), collectively, the "indemnified liabilities"), providedPROVIDED, that the Borrower shall have no obligation hereunder to the Administrative Agent or any indemnified person Lender with respect to indemnified liabilities arising from (i) the gross negligence negligence, bad faith or willful misconduct of the Administrative Agent or any such indemnified person, from Lender or (ii) legal proceedings commenced against the breach Administrative Agent or any such Lender by any security holder or creditor thereof arising out of and based upon rights afforded any such indemnified person security holder or creditor solely in its capacity as such. Any statement for reasonable expenses of its Contractual Obligations counsel to the Administrative Agent and the Lenders payable by the Borrower or from negotiated settlements pursuant to this subsection 11.5 shall be sent to a Responsible Officer of pending or threatened legal actions entered into by the Borrower within six months of the termination of the event giving rise to such indemnified person without expenses. The agreements in this subsection shall survive repayment of the Borrower's consent (unless such consent has been unreasonably withheld)Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees agrees, whether or not the transactions contemplated hereby are consummated, (a) to pay or reimburse the Administrative Agent for all its reasonable costs and 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 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 transactions to occur on the Closing Date), including, without limitation, due diligence expenses, syndication expenses, and the reasonable fees and expenses disbursements of one joint outside counsel to the Agents in connection with Agent (including any local counsel to the Agent) and as to any amendment, supplement or modification to this Agreement or any other Loan Document and the other Loan Documentsadministration of the transactions contemplated thereby, and with respect to the foregoing, the allocated reasonable costs of internal counsel to the Agent, (b) after the occurrence and during the continuance of a Default, to pay or reimburse the Agent and each Lender and the Administrative Agent Lender, for all its reasonable costs and out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement or Agreement, the other Loan Documents and any such other documents or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or of any insolvency or bankruptcy proceeding, including, without limitation, the reasonable legal fees and disbursements of one joint outside counsel to the Lenders Agent and each Lender and the Administrative Agent, provided that, notwithstanding the foregoing, the Borrower agrees to pay or reimburse the fees and disbursements allocated reasonable cost of separate internal counsel to any Lender or the Administrative Agent to the extent of any conflict of interest among the Lenders or between the Lenders and the Administrative Agenteach Lender, (c) to pay, indemnify, or reimburse and indemnify and hold harmless 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 taxes (other than any net income or franchise taxes), if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, this Agreement or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the Notes, the other Loan Documents and any such other documents and documents, (d) to pay, indemnify, pay all costs and expenses of the Agent and the Lenders incurred in connection with the collateral audits contemplated by Section 5.6 and (e) to pay and indemnify and hold harmless each Lender, the Issuing Lender and the Administrative Agent and their respective directors, officers, employees, affiliates and agents (each, an "indemnified person") harmless from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costscosts (including, without limitation, the allocated reasonable cost of internal counsel and the reasonable legal fees and disbursements of outside counsel to the Lenders and the Agent), expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance delivery and administration enforcement of this Agreement and Agreement, the Notes, the other Loan Documents and or the use of the Letters of Credit or the proceeds of the Loans or Letters of Credit and any such other documents (all the foregoing in this clause (d)foregoing, collectively, the "“indemnified liabilities"”), provided, that the Borrower shall have no obligation hereunder to the Agent or any indemnified person Lender with respect to indemnified liabilities arising from the gross negligence or willful misconduct of the Agent or such indemnified personLender or their agents or attorneys-in-fact. The agreements in this Section shall survive the termination of this Agreement, from the breach by such indemnified person expiration of its Contractual Obligations to the Borrower or from negotiated settlements Letters of pending or threatened legal actions entered into by such indemnified person without Credit and the Borrower's consent (unless such consent has been unreasonably withheld)payment of the Notes and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse each of the Arrangers and the Administrative Agent for all its their reasonable out-of-pocket 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, without limitation, the reasonable and documented fees and expenses disbursements of outside counsel (including one joint local counsel in each applicable jurisdiction) to the Agents in connection with this Agreement Administrative Agent and the other Loan DocumentsArrangers, (b) to pay or reimburse each Lender Lender, the Arrangers and the Administrative Agent for all its out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement or Agreement, the other Loan Documents and any such other documents, including, without limitation, the documented fees and disbursements of one joint counsel (including the allocated fees and expenses of in house counsel) to each Lender and of counsel to the Lenders Administrative Agent and the Administrative AgentArrangers, provided thatprovided, notwithstanding the foregoingthat in connection with any workout or restructuring, the Borrower agrees to shall pay or reimburse the fees and disbursements of separate (i) one U.S. counsel for the Administrative Agent, the Arrangers and the Lenders pursuant to this clause (b) and (ii) one counsel to any Lender or the Administrative Agent and the Lenders in the jurisdiction of each Foreign Subsidiary Borrower pursuant to this clause (b), and, in the extent case of any an actual or perceived conflict of interest among where the Lenders or between indemnified party affected by such conflict informs the Lenders Borrower of such conflict and the Administrative Agentthereafter, retains its own counsel, of another firm of counsel for such affected indemnified party, (c) to pay, indemnify, or reimburse each Lender and the Administrative Agent for, and hold each Lender and the Administrative Agent and each of their affiliates and their respective officer, directors, employees, agents and advisors (each, an “indemnified party”) harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes (other than any net income or franchise similar taxes), if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents documents, and (d) to pay, indemnify, and hold each Lender, the Issuing Lender and the Administrative Agent and their respective directors, officers, employees, affiliates and agents (each, an "indemnified person") party harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by any indemnified party or asserted against any indemnified party by any third party or by the Borrower or any of its Subsidiaries arising out of, in connection with respect to or as a result of the Transactions (or any transactions related thereto), or the execution, delivery, enforcement, performance and administration of this Agreement and Agreement, the other Loan Documents and the use of proceeds such other documents, including, without limitation, any of the Loans foregoing relating to the violation of, noncompliance with or Letters liability under, any Environmental Law applicable to the operations of Credit the Borrower, any of its Subsidiaries or any of the Properties (all the foregoing in this clause (d), collectively, the "“indemnified liabilities"”), provided, provided that the Borrower shall have no obligation hereunder to any indemnified person party with respect to indemnified liabilities arising from the gross negligence or willful misconduct of such indemnified person, from party determined in a court of competent jurisdiction in a final non-appealable judgment. The agreements in this subsection shall survive repayment of the breach by such indemnified person Loans and all other amounts payable hereunder and the termination of its Contractual Obligations to the Borrower or from negotiated settlements of pending or threatened legal actions entered into by such indemnified person without the Borrower's consent (unless such consent has been unreasonably withheld)this Agreement.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay ----------------------------- or reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation 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, without limitation, the reasonable fees and expenses disbursements of one joint counsel to the Agents in connection with this Agreement and the other Loan DocumentsAdministrative Agent, (b) to pay or reimburse each Lender and the Administrative Agent for all its out-of-pocket costs and expenses reasonably incurred in connection with the enforcement or preservation of any rights under this Agreement or the other Loan Documents including, without limitation, the fees and disbursements of one joint counsel to the Lenders and the Administrative Agent, provided that, notwithstanding the foregoing, the Borrower agrees to pay or reimburse the fees and disbursements of separate counsel to any Lender or the Administrative Agent to the extent of any conflict of interest among the Lenders or between the Lenders and the Administrative Agent, (c) to pay, 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 taxes (other than any net income or franchise taxes), if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents and (d) to paydocuments, indemnifyincluding, and hold each Lenderwithout limitation, the Issuing reasonable fees and disbursements of counsel to each Lender and of counsel to the Administrative Agent Agent, (c) without duplication of amounts payable pursuant to Sections 4.9 and their respective directors4.10, officersTO ------------ ---- PAY, employeesINDEMNIFY, affiliates and agents AND HOLD EACH LENDER AND THE AGENT HARMLESS FROM, ANY AND ALL RECORDING AND FILING FEES AND ANY AND ALL LIABILITIES WITH RESPECT TO, OR RESULTING FROM ANY DELAY IN PAYING, STAMP, EXCISE AND OTHER TAXES, IF ANY, WHICH MAY BE PAYABLE OR DETERMINED TO BE PAYABLE IN CONNECTION WITH THE EXECUTION AND DELIVERY OF, OR CONSUMMATION OR ADMINISTRATION OF ANY OF THE TRANSACTIONS CONTEMPLATED BY, OR ANY AMENDMENT, SUPPLEMENT OR MODIFICATION OF, OR ANY WAIVER OR CONSENT UNDER OR IN RESPECT OF, THIS AGREEMENT, THE OTHER LOAN DOCUMENTS AND ANY SUCH OTHER DOCUMENTS, AND (eachD) WITHOUT DUPLICATION OF AMOUNTS PAYABLE PURSUANT TO SECTIONS 4.9 AND 4.10, an TO PAY, INDEMNIFY, AND HOLD EACH LENDER, EACH ------------ ---- ISSUING LENDER AND THE AGENT, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, ADVISORS, AGENTS AND CONTROLLING PERSONS (EACH, AN "indemnified person") harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement and the other Loan Documents and the use of proceeds of the Loans or Letters of Credit (all the foregoing in this clause (d), collectively, the "indemnified liabilitiesINDEMNITEE"), providedHARMLESS FROM AND AGAINST ANY AND ALL OTHER LIABILITIES, that the Borrower shall have no obligation hereunder to any indemnified person with respect to indemnified liabilities arising from the gross negligence or willful misconduct of such indemnified person----------- OBLIGATIONS, from the breach by such indemnified person of its Contractual Obligations to the Borrower or from negotiated settlements of pending or threatened legal actions entered into by such indemnified person without the Borrower's consent LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES OR DISBURSEMENTS OF ANY KIND OR NATURE WHATSOEVER WITH RESPECT TO THE EXECUTION, DELIVERY, ENFORCEMENT, PERFORMANCE AND ADMINISTRATION OF THIS AGREEMENT, THE OTHER LOAN DOCUMENTS AND ANY SUCH OTHER DOCUMENTS OR THE USE OF THE PROCEEDS OF THE LOANS (unless such consent has been unreasonably withheld).ALL THE FOREGOING IN THIS CLAUSE

Payment of Expenses and Taxes. The Borrower Company agrees (a) to pay or reimburse each Lender and the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the developmentpreparation, preparation execution and execution delivery of, and any amendment, restatement, supplement or modification to, this Agreement and the other Loan Documents Related Documents, and the consummation of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and expenses disbursements of one joint counsel to the Agents in connection with this Agreement Agent and the other Loan Documentssuch Lenders, (b) to pay or reimburse each Lender and the Administrative Agent for all its their out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement or the other Loan Documents Related Documents, including, without limitation, the reasonable fees and disbursements of one joint counsel to the Lenders Agent and the Administrative Agent, provided that, notwithstanding the foregoing, the Borrower agrees to pay or reimburse the fees and disbursements of separate counsel to any Lender or the Administrative Agent to the extent of any conflict of interest among the Lenders or between the Lenders and the Administrative Agenteach Lender, (c) to pay, indemnifyand indemnify and hold harmless each Lender, or reimburse each Lender the Agent and the Administrative Collateral Agent for, from and hold each Lender and the Administrative Agent harmless fromagainst, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, documentary, stamp, excise and other taxes (other than any net income or franchise taxes), if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this AgreementAgreement or the Related Documents, the other Loan Documents and any such other documents and (d) to pay, indemnify, and indemnify and hold harmless each Lender, the Issuing Lender Agent and the Administrative Collateral Agent and their respective directorsany partner, officersmember, employeesdirector, affiliates officer, official, employee, counsel, consultant and agents (each, an "indemnified person") harmless Agent of the Lender from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including, without limitation, reasonable fees and disbursements of counsel) or disbursements of any kind or nature whatsoever incurred with respect to the execution, delivery, enforcement, performance and administration of this Agreement and the other Loan Related Documents and the use of proceeds of the Loans or Letters of Credit (all the foregoing in this clause (d)foregoing, collectively, the "indemnified liabilities"), provided, provided that the Borrower Company shall have no obligation hereunder to the Agent, the Collateral Agent or any indemnified person Lender with respect to indemnified liabilities arising from the gross negligence or willful misconduct of the Agent, the Collateral Agent or any such indemnified person, from Lender. The agreements in this Subsection 10.5 shall survive the breach by such indemnified person repayment of its Contractual Obligations to the Borrower or from negotiated settlements of pending or threatened legal actions entered into by such indemnified person without the Borrower's consent (unless such consent has been unreasonably withheld)Obligations.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent Agent, the Co-Syndication Agents and the Co-Documentation Agents for all its their reasonable costs and 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 other Loan Documents consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and expenses disbursements of one joint external counsel to the Administrative Agent, the Co-Syndication Agents, the Co-Documentation Agents in connection with this Agreement and the other Loan DocumentsBanks, (b) after the occurrence of an Event of Default, to pay or reimburse each Lender Bank, the Co-Syndication Agents, the Co-Documentation Agents and the Administrative Agent for all its out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement or the and any such other Loan Documents documents, including, without limitation, the fees and disbursements of one joint counsel to the Lenders and the Administrative Agent, provided that, notwithstanding the foregoingCo-Syndication Agents, the Borrower agrees Co-Documentation Agents and to pay or reimburse the fees several Banks and disbursements the allocated cost of separate internal counsel to any Lender or the Administrative Agent to the extent of any conflict of interest among the Lenders or between the Lenders and the Administrative Agent, (c) to pay, indemnify, or reimburse each Lender and the Administrative Agent for, and hold each Lender Bank, the Co-Syndication Agents, the Co-Documentation Agents 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 taxes (other than any net income or franchise taxes), if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents Agreement and any such other documents documents, and (d) to pay, indemnify, and hold each LenderBank, the Issuing Lender Co-Syndication Agents, the Co-Documentation Agents and the Administrative Agent and their respective directors, officers, employees, affiliates and agents (each, an "indemnified person") harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement and the any such other Loan Documents and the use of proceeds of the Loans or Letters of Credit documents (all the foregoing in this clause (d)foregoing, collectively, the "indemnified liabilities"), providedPROVIDED, that the Borrower shall have no obligation hereunder to the Administrative Agent, the Co-Syndication Agents, the Co-Documentation Agents or any indemnified person Bank with respect to indemnified liabilities arising from (i) the gross negligence or willful misconduct of the Administrative Agent or any such indemnified personBank or their agents or attorneys-in-fact, from (ii) legal proceedings commenced against the breach Administrative Agent or any such Bank by any security holder or creditor thereof arising out of and based upon rights afforded any such indemnified person security holder or creditor solely in its capacity as such or (iii) legal proceedings commenced against any such Bank, the Administrative Agent, the Co-Syndication Agents or the Co-Documentation Agents by any other Bank or the Administrative Agent with respect to fee arrangements and other payment obligations between the Administrative Agent, the Co-Syndication Agents, the Co-Documentation Agents and the Banks. The agreements in this subsection shall survive repayment of its Contractual Obligations all amounts payable hereunder. The Administrative Agent and the Banks agree to provide reasonable details and supporting information concerning any costs and expenses required to be paid by the Borrower pursuant to the Borrower or from negotiated settlements of pending or threatened legal actions entered into by such indemnified person without the Borrower's consent (unless such consent has been unreasonably withheld)terms hereof.

Payment of Expenses and Taxes. The Borrower agrees (a) The Company agrees, if the Closing Date occurs, (i) to pay or reimburse the Administrative Agent and each Lender (A) for all its reasonable their 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 includingand any other documents prepared in connection herewith or therewith, without limitationand the consummation and administration of the 58 transactions contemplated hereby and thereby, including the reasonable fees and expenses disbursements of one joint counsel to the Agents in connection with this Agreement Administrative Agent and the other Loan Documents, (b) to pay or reimburse each Lender and the Administrative Agent filing and recording fees and expenses and (B) for all of its out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement or Agreement, the other Loan Documents includingand any such other documents, without limitation, including the fees and disbursements of one joint counsel to the Lenders and the Administrative Agent, provided that, notwithstanding the foregoing, the Borrower agrees (ii) to pay or reimburse the Administrative Agent, Collateral Trustee, and each Lender for all their costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, in each case, during the continuance of a Default or an Event of Default, including the fees and disbursements of separate counsel (including the allocated fees and expenses of in-house counsel) to any Lender or the Administrative Agent to the extent of any conflict of interest among the Lenders or between the Lenders and the Administrative Agenteach Lender, (ciii) to pay, 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 taxes (other than any net income or franchise taxes), if any, which that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents documents, and (div) to pay, indemnify, and hold each Lender, the Issuing Lender Administrative Agent, their Affiliates (other than the Company and the Administrative Agent its Subsidiaries) and each of their respective officers, directors, officerstrustees, employees, affiliates agents, advisors and agents controlling persons (each, an "indemnified person"“Indemnitee”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement and Agreement, the other Loan Documents and any such other documents, including any of the foregoing relating to the use of proceeds of the Loans or Letters the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of Credit the Company or any of its Subsidiaries or any real property currently or formerly owned, leased, operated or otherwise used (including properties to which wastes or other materials were sent for treatment, storage or disposal) by the Company or any of its Subsidiaries or any of their predecessors and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (div), collectively, the "indemnified liabilities"“Indemnified Liabilities”), provided, that the Borrower Company shall have no obligation hereunder to any indemnified person Indemnitee with respect to indemnified liabilities arising 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 indemnified personIndemnitee. Without limiting the foregoing, from the breach by such indemnified person of its Contractual Obligations and to the Borrower extent permitted by applicable law, the Company agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or from negotiated settlements any other rights of pending recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or threatened legal actions entered into nature, under or related to Environmental Laws, that any of them might have by such indemnified person without the Borrower's consent (unless such consent has been unreasonably withheld)statute or otherwise against any Indemnitee.

Payment of Expenses and Taxes. The Each Borrower agrees (a) to pay or reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents includingDocuments, without limitationany Letters of Credit, and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and expenses disbursements of one joint counsel to the Agents in connection with this Agreement and the other Loan Documents, Administrative Agent; (b) to pay or reimburse each Lender, the Issuing Lender and the Administrative Agent for all its out-of-pocket costs and expenses (including post-judgment costs and expenses) incurred in connection with the enforcement or preservation of any rights under this Agreement or Agreement, the other Loan Documents includingDocuments, without limitationany Letters of Credit, and any such other documents, including the reasonable fees and disbursements of one joint counsel to the Lenders and the Administrative Agent, provided that, notwithstanding the foregoing, the Borrower agrees to pay or reimburse the fees and disbursements of separate counsel to any Issuing Lender or the Administrative Agent to the extent of any conflict of interest among the Lenders or between the Lenders and the Administrative Agent, several Lenders; (c) to pay, indemnifyand indemnify and hold harmless each Lender, or reimburse each the Issuing Lender and the Administrative Agent for(and their respective affiliates, officers, directors, employees, advisors and hold each Lender agents) from and the Administrative Agent harmless 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 taxes (other than any net income or franchise taxes), if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents Documents, any Letters of Credit, and any such other documents documents; and (d) to pay, indemnify, and indemnify and hold harmless each Lender, the Issuing Lender and the Administrative Agent (and their respective directorsaffiliates, officers, directors, employees, affiliates advisors and agents (each, an "indemnified person"agents) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (and regardless of whether pre-judgment or post-judgment) with respect to the execution, delivery, enforcement, performance and administration of this Agreement and Agreement, the other Loan Documents Documents, the Letters of Credit, and the use of proceeds any such other documents, including any of the Loans foregoing relating to the violation of, noncompliance with or Letters liability under, any Environmental Law applicable to the operations of Credit Kimco, any of its Subsidiaries or any of the Properties (all the foregoing in this clause (d), collectively, the "indemnified liabilities"), provided, provided that the Borrower Borrowers shall have no obligation hereunder to any indemnified person indemnitee with respect to indemnified liabilities arising from the gross negligence or willful misconduct of such indemnified personindemnitee. The agreements in this Section 10.5 shall survive the termination of this Agreement, from the breach by such indemnified person expiration, cancellation, or other termination of its Contractual Obligations to the Borrower or from negotiated settlements Letters of pending or threatened legal actions entered into by such indemnified person without Credit, and the Borrower's consent (unless such consent has been unreasonably withheld)payment of the Revolving Credit Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent and each Co-Arranger for all its reasonable costs and out-of-pocket costs expenses (including travel and other expenses incurred by it or its agents in connection with performing due diligence with regard hereto) 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, without limitation, syndication efforts (whether completed before or after the reasonable fees and expenses of one joint counsel to the Agents Closing Date) in connection with this Agreement and the other Loan Documentsreasonable fees and disbursements of counsel to each Facility Agent, (b) after the occurrence and during the continuance of a Default, to pay or reimburse the Agent and each Lender and the Administrative Agent for all its reasonable costs and out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement or Agreement, the Notes, the other Loan Documents and any such other documents or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a "work-out" or of any insolvency or bankruptcy proceeding, including, without limitation, the reasonable legal fees and disbursements of one joint counsel to the Lenders Agent and each Lender (including the allocated costs of internal counsel to the Agent and the Administrative Agent, provided that, notwithstanding the foregoing, the Borrower agrees to pay or reimburse the fees and disbursements Lenders which costs are not in duplication of separate any costs of outside counsel to any Lender or the Administrative Agent to the extent of any conflict of interest among the Lenders or between the Lenders and the Administrative Agenteach Lender), (c) to pay, indemnify, or reimburse and indemnify and hold harmless each Lender and the Administrative each Facility Agent for, and hold each Lender and the Administrative Agent harmless from, from any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes (other than any net income or franchise taxes), if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents and (d) to pay, indemnify, and hold each Lender, the Issuing Lender and the Administrative Agent and their respective directors, officers, employees, affiliates and agents (each, an "indemnified person") harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement and the other Loan Documents and the use of proceeds of the Loans or Letters of Credit (all the foregoing in this clause (d), collectively, the "indemnified liabilities"), provided, that the Borrower shall have no obligation hereunder to any indemnified person with respect to indemnified liabilities arising from the gross negligence or willful misconduct of such indemnified person, from the breach by such indemnified person of its Contractual Obligations to the Borrower or from negotiated settlements of pending or threatened legal actions entered into by such indemnified person without the Borrower's consent (unless such consent has been unreasonably withheld).or

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation 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, without limitation, the reasonable fees and expenses disbursements of one joint counsel to the Agents in connection with this Agreement and the other Loan DocumentsAdministrative Agent, (b) to pay or reimburse each Lender and the Administrative Agent for all its out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement or Agreement, the other Loan Documents and any such other documents, including, without limitation, the fees and disbursements of one joint counsel (including the allocated fees and expenses of in-house counsel) to each Lender and of counsel to the Lenders and the Administrative Agent, provided thatprovided, notwithstanding the foregoingthat in connection with any workout or restructuring, the Borrower agrees to shall pay or reimburse the fees and disbursements of separate (i) one counsel to any Lender or for the Administrative Agent and the Lenders pursuant to this clause (b) and (ii) one counsel to the extent of any conflict of interest among Administrative Agent and the Lenders or between in the Lenders and the Administrative Agentjurisdiction of each Foreign Subsidiary Borrower pursuant to this clause (b), (c) to pay, 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 taxes (other than any net income or franchise taxes), if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents documents, and (d) to pay, indemnify, and hold each Lender, the Issuing Lender and the Administrative Agent and their respective directors, officers, employees, affiliates and agents (each, an "indemnified person") harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement and Agreement, the other Loan Documents and the use of proceeds including, without limitation, any of the Loans foregoing relating to the violation of, noncompliance with or Letters liability under, any Environmental Law applicable to the operations of Credit the Borrower, any of its Subsidiaries or any of the Properties (all the foregoing in this clause (d), collectively, the "indemnified liabilities"), provided, provided that the Borrower shall have no obligation hereunder to the Administrative Agent or any indemnified person Lender with respect to indemnified liabilities arising from the gross negligence or willful misconduct of the Administrative Agent or any such indemnified person, from Lender. The agreements in this subsection shall survive repayment of the breach by such indemnified person of its Contractual Obligations to the Borrower or from negotiated settlements of pending or threatened legal actions entered into by such indemnified person without the Borrower's consent (unless such consent has been unreasonably withheld)Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or ----------------------------- reimburse the Administrative Agent Bank for all of its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and Agreement, the Note, the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and expenses disbursements of one joint counsel to the Agents in connection with this Agreement and the other Loan DocumentsBank, (b) to pay or reimburse each Lender and the Administrative Agent Bank for all its out-of-pocket of their costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement or Agreement, the other Loan Documents Documents, the Letters of Credit and any such other documents, including, without limitation, the reasonable fees and disbursements of one joint counsel to the Lenders Bank, and the Administrative Agent, provided that, notwithstanding the foregoing, the Borrower agrees to pay or reimburse the fees and disbursements of separate counsel to any Lender or the Administrative Agent to the extent of any conflict of interest among the Lenders or between the Lenders and the Administrative Agent, (c) to pay, indemnify, or reimburse each Lender and the Administrative Agent for, and hold each Lender and the Administrative Agent Bank harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes (other than any net income or franchise similar taxes), if any, any which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the Note, the other Loan Documents Documents, and any such other documents documents, and (d) to pay, indemnify, and hold each Lender, the Issuing Lender and the Administrative Agent and their respective directors, officers, employees, affiliates and agents (each, an "indemnified person") Bank harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, and the performance and administration administration, of this Agreement and Agreement, the Note, the other Loan Documents and Documents, the use of proceeds of the Loans or Letters of Credit and any such other documents (all the foregoing in this clause (d)foregoing, collectively, the "indemnified liabilities"), provided, that the Borrower shall have no -------- obligation hereunder to any indemnified person the Bank with respect to indemnified liabilities arising from the gross negligence or willful misconduct of such indemnified person, from the breach by such indemnified person Bank. The agreements in this subsection shall survive repayment of its Contractual Obligations to the Borrower or from negotiated settlements of pending or threatened legal actions entered into by such indemnified person without the Borrower's consent (unless such consent has been unreasonably withheld)Note and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees (a) to ----------------------------- pay or reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation 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, without limitation, the reasonable fees and expenses disbursements of one joint counsel to the Agents in connection with this Agreement and the other Loan DocumentsAdministrative Agent, (b) to pay or reimburse each Lender and the Administrative Agent for all its out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement or Agreement, the other Loan Documents and any such other documents (including costs and expenses incurred in connection with any restructure or workout), including, without limitation, the reasonable fees and disbursements of one joint counsel to the Lenders each Lender and the Administrative Agent, provided that, notwithstanding the foregoing, the Borrower agrees to pay or reimburse the fees and disbursements of separate counsel to any Lender or the Administrative Agent to the extent of any conflict of interest among the Lenders or between the Lenders and the Administrative Agent, (c) without duplication of amounts payable pursuant to Sections 4.9 and ------------ 4.10, to pay, 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 taxes (other than any net income or franchise taxes), if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents documents, and (d) without duplication of amounts payable pursuant to Sections 4.9 and 4.10, to pay, indemnify, and hold ------------ ---- each Lender, the each Issuing Lender and the Administrative Agent Agent, and their respective officers, directors, officers, employees, affiliates affiliates, advisors, agents and agents controlling persons (each, an "indemnified personindemnitee") ), harmless from and against any and ---------- all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement and Agreement, the other Loan Documents and any such other documents or the use of the proceeds of the Loans or Letters of Credit (all the foregoing in this clause (d), collectively, the "indemnified liabilities"), provided, that the ----------------------- -------- Borrower shall have no obligation hereunder to any indemnified person indemnitee with respect to indemnified liabilities arising from the gross negligence or willful misconduct of such indemnified person, from indemnitee. The agreements in this Section shall survive repayment of the breach by such indemnified person of its Contractual Obligations to the Borrower or from negotiated settlements of pending or threatened legal actions entered into by such indemnified person without the Borrower's consent (unless such consent has been unreasonably withheld)Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower Kimco agrees (a) to pay or reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents includingDocuments, without limitationany Letters of Credit, and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and expenses disbursements of one joint counsel to the Agents in connection with this Agreement and the other Loan Documents, Administrative Agent; (b) to pay or reimburse each Lender, the Issuing Lender and the Administrative Agent for all its out-of-pocket reasonable costs and expenses (including post-judgment costs and expenses) incurred in connection with the enforcement or preservation of any rights under this Agreement or Agreement, the other Loan Documents includingDocuments, without limitationany Letters of Credit, and any such other documents, including the fees and disbursements of one joint counsel to the Lenders and the Administrative Agent, provided that, notwithstanding the foregoing, the Borrower agrees to pay or reimburse the fees and disbursements of separate counsel to any Issuing Lender or the Administrative Agent to the extent of any conflict of interest among the Lenders or between the Lenders and the Administrative Agent, several Lenders; (c) to pay, indemnifyand indemnify and hold harmless each Lender, or reimburse each the Issuing Lender and the Administrative Agent for(and their respective affiliates, officers, directors, employees, advisors and hold each Lender agents) from and the Administrative Agent harmless fromagainst, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, documentary, stamp, excise and other taxes (other than any net income or franchise similar taxes), if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents Documents, any Letters of Credit, and any such other documents documents; and (d) to pay, indemnify, and indemnify and hold harmless each Lender, the Issuing Lender and the Administrative Agent (and their respective directorsaffiliates, officers, directors, employees, affiliates advisors and agents (each, an "indemnified person"agents) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (and regardless of whether pre-judgment or post-judgment) with respect to the execution, delivery, enforcement, performance and administration of this Agreement and Agreement, the other Loan Documents Documents, the Letters of Credit, and the use of proceeds any such other documents, including any of the Loans foregoing relating to the violation of, noncompliance with or Letters liability under, any Environmental Law applicable to the operations of Credit Kimco, any of its Subsidiaries or any of the Properties (all the foregoing in this clause (d), collectively, the "“indemnified liabilities"”), provided, provided that the Borrower (x) Kimco shall have no obligation hereunder to any indemnified person indemnitee with respect to indemnified liabilities arising from the gross negligence or willful misconduct of such indemnified person, from the breach by such indemnified person of its Contractual Obligations indemnitee to the Borrower extent determined in a final non-appealable judgment by a court of competent jurisdiction, and (y) this clause (d) shall not apply with respect to Taxes other than any Taxes that represent losses or damages arising from negotiated settlements any non-Tax claim. The agreements in this Section 10.5 shall survive the termination of pending this Agreement, the expiration, cancellation, or threatened legal actions entered into by such indemnified person without other termination of the Borrower's consent (unless such consent has been unreasonably withheld)Letters of Credit, and the payment of the Revolving Credit Loans, the Competitive Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. (a) The Borrower agrees (ai) to pay or reimburse the Arrangers and the Administrative Agent for all 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 other Loan Documents includingconsummation and administration of the transactions contemplated hereby and thereby (including the syndication of the Revolving Credit Commitments), without limitation, including the reasonable fees fees, disbursements and expenses other charges of one joint counsel to the Agents in connection with this Agreement and the other Loan DocumentsAdministrative Agent, (bii) to pay or reimburse each Lender and the Administrative Agent for all its out-of-pocket reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under under, or “workout” or restructuring of, this Agreement or and any such other documents, including the reasonable fees, disbursements and other Loan Documents including, without limitation, the fees and disbursements charges of one joint counsel to the Lenders each Lender and the Administrative Agent, provided that, notwithstanding the foregoing, the Borrower agrees to pay or reimburse the fees and disbursements of separate counsel to any Lender or the Administrative Agent to the extent of any conflict of interest among the Lenders or between the Lenders and the Administrative Agent, (ciii) to pay, indemnify, or reimburse defend and hold harmless 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 taxes (other than any net income or franchise similar taxes), if any, which that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents Agreement and any such other documents (collectively, “Other Taxes”), and (div) to pay, indemnify, defend and hold harmless each Lender, the Issuing Lender each Arranger and the Administrative Agent and their respective directors, officers, employees, affiliates trustee, agents and agents Affiliates (eachcollectively, an "indemnified person"the “Indemnitees”) 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 respect any investigative, administrative or judicial proceeding commenced or threatened by any 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 other breach by the Borrower of, or default by the Borrower under, any of the provisions of this Agreement, any Revolving Credit Loan Documents and or Letter of Credit, or the use of proceeds or proposed use of the Loans proceeds thereof), (B) the violation of, non-compliance with or Letters liability under, any Environmental Law applicable to the operations of Credit 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 (div), collectively, the "“indemnified liabilities"”), provided, ; provided that the Borrower shall have no obligation hereunder to any indemnified person Indemnitee with respect to indemnified liabilities arising from the gross negligence or willful misconduct of such indemnified person, from Indemnitee as determined by a final judgment of a court of competent jurisdiction and provided further that the breach by such indemnified person 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 Contractual Obligations affiliates and that is brought by the Administrative Agent, an Arranger or any Lender against any other Lender. The agreements in this Section 12.5 shall survive repayment of the Revolving Credit Loans and all other amounts payable hereunder. Each of the Lenders, each of the Arrangers 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 from negotiated settlements indirect limited partners, partners, shareholders, members of pending the Borrower or threatened legal actions entered into by 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 indemnified person without the Borrower's consent (unless such consent has been unreasonably withheld)obligations or claims hereunder or thereunder.

Payment of Expenses and Taxes. The Borrower agrees Credit Parties agree (a) to pay or reimburse the Administrative Agent and the Arranger for all its their reasonable 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 Loan Credit Documents includingand any other documents prepared in connection herewith or therewith, without limitationand the consummation and administration of the transactions contemplated hereby and thereby, together with the reasonable fees and expenses disbursements of one joint counsel to the Agents in connection with this Agreement Administrative Agent and the other Loan DocumentsArranger, (b) to pay or reimburse each Lender and the Administrative Agent for all its out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Credit Agreement or and the other Loan Documents Credit Documents, including, without limitation, the reasonable fees and disbursements of one joint counsel to the Lenders and the Administrative Agent, provided that, notwithstanding the foregoing, the Borrower agrees to pay or reimburse the fees and disbursements of separate counsel to any Lender or the Administrative Agent and to the extent Lenders (including reasonable allocated costs of any conflict of interest among the Lenders or between the Lenders in-house legal counsel), and the Administrative Agent, (c) on demand, to pay, indemnify, or reimburse and hold each Lender and Lender, the Administrative Agent for, and hold each Lender and the Administrative Agent Arranger harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, documentary, intangibles, excise and other taxes (other than any net income similar taxes, charges or franchise taxes)levies, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Credit Documents and any such other documents and (d) to pay, indemnify, and hold each Lender, the Issuing Lender Administrative Agent, the Arranger and the Administrative Agent their Affiliates and their respective officers, directors, officers, employees, partners, members, counsel, agents, representatives, advisors and affiliates and agents (each, an "indemnified person"collectively called the “Indemnitees”) 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 (other than those liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements for which indemnification is provided by the Credit Parties pursuant to Article II) with respect to the execution, delivery, enforcement, performance and administration of this Agreement the Credit Documents and any such other documents and the other Loan Documents and the use use, or proposed use, of proceeds of the Loans or Letters of Credit (all of the foregoing in this clause (d)foregoing, collectively, the "indemnified liabilities"“Indemnified Liabilities”); provided, providedhowever, that the Borrower Borrowers shall not have no any obligation hereunder to any indemnified person an Indemnitee with respect to indemnified liabilities Indemnified Liabilities arising from the gross negligence negligence, wrongful refusal to fund or willful misconduct of such indemnified personIndemnitee, from as determined by a court of competent jurisdiction pursuant to a final non-appealable judgment. The agreements in this Section 9.5 shall survive repayment of the breach by such indemnified person of its Contractual Obligations to the Borrower or from negotiated settlements of pending or threatened legal actions entered into by such indemnified person without the Borrower's consent (unless such consent has been unreasonably withheld)Loans, Notes and all other amounts hereunder.

Payment of Expenses and Taxes. The Each Borrower agrees (a) to pay or reimburse the Administrative Agent for such Borrower’s Applicable Percentage of all its the Administrative Agent’s reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation 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, without limitation, the reasonable fees and expenses disbursements of one joint counsel to the Agents in connection with this Agreement and the other Loan DocumentsAdministrative Agent, (b) to pay or reimburse each Lender and the Administrative Agent for such Borrower’s Applicable Percentage of all its out-of-pocket such Lender’s and the Administrative Agent’s costs and expenses reasonably incurred in connection with the enforcement or preservation of any rights under this Agreement or Agreement, the other Loan Documents and any such other documents, including, without limitation, the fees and disbursements of one joint counsel to each Lender and of counsel to the Lenders Administrative Agent and any advisor (of the type contemplated by any Loan Document to be engaged by the Administrative Agent, provided that, notwithstanding the foregoing, the Borrower agrees to pay or reimburse the fees and disbursements of separate counsel to any Lender or the Administrative Agent to the extent of any conflict of interest among the Lenders or between the Lenders and ) retained by the Administrative Agent, (c) to pay, indemnify, or reimburse each Lender and the Administrative Agent for, and hold each Lender and the Administrative Agent harmless from, such Borrower’s Applicable Percentage of any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes (other than any net income or franchise similar taxes), if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents documents, and (d) to pay, indemnify, indemnify and hold the Administrative Agent, the Arranger and each Lender, the Issuing Lender and the Administrative Agent their respective affiliates, and their respective officers, directors, officerstrustees, employeesadvisors and controlling persons, affiliates and agents (each, an "“indemnified person"”) harmless from and against such Borrower’s Applicable Percentage of any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suitsclaims, penalties, costs, expenses or disbursements of any kind or nature whatsoever arising out of (i) claims, actions, suits or proceedings brought by third parties with respect to the execution, delivery, enforcement, performance and administration of this Agreement and the other Loan Documents and or the use of the proceeds of the Loans or Letters Extensions of Credit or (ii) any actual or alleged presence or release of Materials of Environmental Concern on or from any property currently or formerly owned or operated by the Borrower or any of its Subsidiaries, or any violation of or liability under Environmental Laws related in any way to the Borrower or any of its Subsidiaries (all the foregoing in this clause (d)foregoing, collectively, the "“indemnified liabilities"”), provided, that the Borrower Borrowers shall have no obligation hereunder to any indemnified person with respect to indemnified liabilities arising from (i) the gross negligence or willful misconduct of such indemnified person or any other indemnified person, from the or (ii) any claim brought by a Borrower against an Indemnitee for such Indemnitee’s bad faith breach by of its obligations under any Loan Document or (iii) legal proceedings commenced against such indemnified person by any security holder or creditor thereof arising out of and based upon rights afforded any such security holder or creditor solely in its Contractual Obligations to capacity as such. The agreements in this subsection shall survive repayment of the Borrower or from negotiated settlements of pending or threatened legal actions entered into by such indemnified person without the Borrower's consent (unless such consent has been unreasonably withheld)Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The HubCo and the Borrower agrees jointly and severally agree (a) to pay or reimburse the Administrative Agent, the Syndication Agent and the Joint Lead Arrangers for all its their reasonable out-of-pocket costs and expenses incurred in connection with the development, negotiation, preparation and execution ofof the Credit Documents and any other documents prepared in connection herewith, and any amendmentthe consummation of the transactions contemplated hereby and thereby, supplement or modification to, this Agreement and the other Loan Documents including, without limitation, the reasonable fees and expenses disbursements of one joint counsel to the Agents in connection with this Agreement Administrative Agent, the Syndication Agent and the other Loan DocumentsJoint Lead Arrangers, (b) to pay or reimburse each Lender all of the reasonable expenses, including without limitation, reasonable fees and expenses of counsel, incurred by the Administrative Agent in connection with the administration of the facilities provided for herein or in connection with any amendments, waivers, work-outs or restructurings in respect thereof, (c) to pay or reimburse the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Issuing Lender and each Lender for all its out-of-pocket their costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement or the other Loan Documents including, without limitation, the fees and disbursements of one joint counsel to the Lenders and the Administrative Agent, provided that, notwithstanding the foregoing, the Borrower agrees to pay or reimburse the fees and disbursements of separate counsel to any Lender or the Administrative Agent to the extent of any conflict of interest among the Lenders or between the Lenders and the Administrative Agent, (c) to pay, indemnify, or reimburse each Lender and the Administrative Agent forwith, 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 taxes (other than any net income or franchise taxes), if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents and (d) to pay, indemnify, and hold each Lenderthe Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Issuing Lender and the Administrative Agent and their respective directors, officers, employees, affiliates and agents (each, an "indemnified person") 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 any Credit Document and any such other documents, including, without limitation, reasonable fees and disbursements of counsel to the Administrative Agent, the Joint Lead Arrangers and each Lender incurred in connection with the foregoing and in connection with advising the Administrative Agent with respect to the execution, delivery, enforcement, performance its rights and administration of responsibilities under this Agreement and the documentation relating thereto, (d) to pay, indemnify, and to hold the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers and each Lender 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 Loan Documents similar taxes (other than withholding taxes), if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation of any of the use transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, any Credit Document and any such other documents, and (e) to pay, indemnify, and hold the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Issuing Lender and each Lender and their respective Affiliates, officers, directors and trustees harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including, without limitation, reasonable fees and disbursements of counsel) which may be incurred by or asserted against the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Issuing Lender or the Lenders or such Affiliates, officers, directors or trustees (x) arising out of or in connection with any investigation, litigation or proceeding related to this Agreement, the other Credit Documents, the proceeds of the Loans and the transactions contemplated by or in respect of such use of proceeds, or any of the other transactions contemplated hereby, whether or not the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Issuing Lender or any of the Lenders or such Affiliates, officers, directors or trustees is a party thereto, including, without limitation, any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to Holdings, any of its Subsidiaries or any of the facilities and properties owned, leased or operated by Holdings or any of its 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 make payments under, Letters of Credit (it being agreed that nothing in this Section 10.5(d)(y) is intended to limit the Borrower’s obligations pursuant to Section 2.8) (all the foregoing in this clause (d)foregoing, collectively, the "“indemnified liabilities"”), provided, provided that HubCo and the Borrower shall have no obligation hereunder to any indemnified person with respect to indemnified liabilities of the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Issuing Lender or any Lender or any of their respective Affiliates, officers, directors and trustees arising from (i) the gross negligence or willful misconduct of the person seeking indemnification or (ii) legal proceedings commenced against the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Issuing Lender or Lender by any security holder or creditor thereof arising out of and based upon rights afforded any such indemnified personsecurity holder or creditor solely in its capacity as such or (iii) legal proceedings commenced against the Administrative Agent, from the breach Syndication Agent, the Joint Lead Arrangers, the Issuing Lender or any such Lender by such indemnified person of its Contractual Obligations any Transferee (as defined in Section 10.6). Without limiting the foregoing, and to the extent permitted by applicable law, HubCo and the Borrower agree not to assert, and hereby waive (and shall cause the Subsidiaries not to assert and to waive) all rights for contribution or from negotiated settlements any other rights of pending recovery with respect to all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or threatened legal actions entered into disbursements of any kind or nature whatsoever, under or related to Environmental Laws, that any of them might have by such indemnified person without statute or otherwise against the Borrower's consent (unless such consent has been unreasonably withheld)Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Issuing Lender or any Lender. The agreements in this Section 10.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent Agent, each Issuing Lender and the Lenders for all its their respective reasonable out-of-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 includingand any other documents prepared in connection herewith or therewith, without limitationand the consummation of the transactions contemplated hereby and thereby, including the reasonable fees and expenses disbursements of only one joint counsel to the Agents in connection with this Agreement Administrative Agent, the Issuing Lenders and the Lenders and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Borrower prior to the Effective Date (in the case of amounts to be paid on the Effective Date) and from time to time thereafter on a quarterly basis or such other Loan Documentsperiodic basis as the Administrative Agent shall deem appropriate, (b) to pay or reimburse each Lender, each Issuing Lender and the Administrative Agent for all its out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any its rights under this Agreement or Agreement, the other Loan Documents includingand any such other documents, without limitation, including the fees and disbursements of only one joint counsel to the Administrative Agent, the Lenders and the Administrative Agent, provided that, notwithstanding the foregoing, the Borrower agrees to pay or reimburse the fees and disbursements of separate counsel to any Lender or the Administrative Agent to the extent of any conflict of interest among the Lenders or between the Lenders and the Administrative AgentIssuing Lenders, (c) to pay, indemnify, or reimburse each Lender and the Administrative Agent for, and hold 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 in paying, stamp, excise and other taxes (other than any net income or franchise taxes)Other Taxes, if any, which that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents documents, and (d) to pay, indemnify, and hold each Lender, the each Issuing Lender and the Administrative Agent and their respective officers, directors, officers, employees, affiliates affiliates, agents and agents controlling persons (each, an "indemnified person"“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 whether brought by the Borrower or any other Person, with respect to the execution, delivery, enforcement, enforcement and performance and administration of this Agreement and Agreement, the other Loan Documents and any such other documents, including any of the foregoing relating to the use of proceeds of the Loans or Letters the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of Credit the Borrower and its Significant Subsidiaries or any of the facilities and properties owned, leased or operated by the Borrower and its Significant Subsidiaries and the reasonable fees and expenses of one legal counsel in connection with claims, actions or proceedings by any Indemnitee against the Borrower under any Loan Document (all the foregoing in this clause (d), collectively, the "indemnified liabilities"“Indemnified Liabilities”), provided, that the Borrower shall have no obligation hereunder to any indemnified person Indemnitee with respect to indemnified liabilities arising Indemnified Liabilities to the extent such Indemnified Liabilities resulted from the gross negligence or willful misconduct of such indemnified personIndemnitee as determined in a final judgment by a court of competent jurisdiction. Without limiting the foregoing, from the breach by such indemnified person of its Contractual Obligations and to the extent permitted by applicable law, the Borrower agrees not to assert and to cause its Significant Subsidiaries not to assert, and hereby waives and agrees to cause its Significant Subsidiaries to waive, all rights for contribution or from negotiated settlements any other rights of pending recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or threatened legal actions entered into nature, under or related to Environmental Laws, that any of them might have by such indemnified person without statute or otherwise against any Indemnitee. All amounts due under this Section 10.5 shall be payable not later than 30 days after written demand therefor, subject to the Borrower's consent ’s receipt of reasonably detailed invoices. Statements payable by the Borrower pursuant to this Section 10.5 shall be submitted to Treasurer (unless Telephone No. (000) 000-0000/(000) 000-0000) (Telecopy No. (000) 000-0000/7268), at the address of the Borrower set forth in Section 10.2 with a copy to Chief Counsel, Corporate (Telephone No. (000) 000-0000) (Telecopy No. (000) 000-0000), at the address of the Borrower set forth in Section 10.2, or to such consent has been unreasonably withheld)other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent. The agreements in this Section 10.5 shall survive for two years after repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees Borrowers agree, on a joint and several basis, (a) to pay or reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation 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, without limitation, the reasonable fees and expenses disbursements of one joint counsel to the Agents in connection with this Agreement and the other Loan DocumentsAdministrative Agent, (b) to pay or reimburse each Lender Lender, each Issuing Bank and the Administrative Agent for all its out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement or Agreement, the other Loan Documents and any such other documents, including, without limitation, the fees and disbursements of one joint counsel to the Lenders and the Administrative Agenteach Lender, provided thateach Issuing Bank, notwithstanding the foregoing, the Borrower agrees to pay or reimburse the fees and disbursements of separate counsel to any Lender or the Administrative Agent to the extent of any conflict of interest among the Lenders or between the Lenders and the Administrative Agent, (c) to pay, indemnify, or reimburse and hold each Lender Lender, each Swap Bank, each Issuing Bank and the Administrative Agent forAgent, and hold each of their respective officers, employees, directors, partners, attorneys, and agents (together, the “Lender and the Administrative Agent Parties”) harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes (other than any net income or franchise taxes), if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents documents, and (d) to pay, indemnify, and hold each Lender, of the Issuing Lender and the Administrative Agent and their respective directors, officers, employees, affiliates and agents (each, an "indemnified person") Parties harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement and Agreement, the other Loan Documents and the use of proceeds any such other documents, including, without limitation, any of the Loans foregoing relating to the violation of, noncompliance with or Letters liability under, any Environmental Law applicable to the operations of Credit any Borrower, any of its Subsidiaries or any of the Properties (all the foregoing in this clause (d), collectively, the "“indemnified liabilities"”), provided, that the no Borrower shall have no any obligation hereunder to the Administrative Agent, any indemnified person Lender, or any Issuing Bank with respect to indemnified liabilities arising from (i) the gross negligence or willful misconduct of the Administrative Agent or any such indemnified personLender or any Issuing Bank as finally determined by a court of competent jurisdiction or (ii) legal proceedings commenced against the Administrative Agent or any such Lender or any such Issuing Bank 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 11.5 shall survive termination of the Commitments, from this Agreement and the breach by such indemnified person other Loan Documents, the repayment of its Contractual Obligations to the Borrower or from negotiated settlements Loans and all other amounts payable hereunder and thereunder, and the termination of pending or threatened legal actions entered into by such indemnified person without the Borrower's consent (unless such consent has been unreasonably withheld)all Letters of Credit.

Payment of Expenses and Taxes. The Borrower agrees agrees, whether or not ----------------------------- the transactions contemplated hereby are consummated, (a) to pay or reimburse the Administrative Agent for all its reasonable costs and out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement waiver or modification toconsent in respect of, this Agreement and the other Loan Documents including, without limitationAgreement, the reasonable fees and expenses of one joint counsel to the Agents in connection with this Agreement 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 reasonable fees and disbursements of outside counsel to the Agent and the allocated reasonable costs of internal counsel to the Agent and each Lender, (b) after the occurrence and during the continuance of a Default, to pay or reimburse the Agent and each Lender and the Administrative Agent for all its reasonable costs and out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement or Agreement, the other Loan Documents includingand any such other documents, without limitationin connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a "workout" or in connection with any insolvency or bankruptcy proceeding, the including reasonable legal fees and disbursements of one joint outside counsel to the Lenders Agent and each Lender and the Administrative Agent, provided that, notwithstanding the foregoing, the Borrower agrees to pay or reimburse the fees and disbursements allocated reasonable cost of separate internal counsel to any Lender or the Administrative Agent to the extent of any conflict of interest among the Lenders or between the Lenders and the Administrative Agenteach Lender, (c) to pay, indemnify, or reimburse and indemnify and hold harmless 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 taxes (other than any net income or franchise taxesbut not including Excluded Taxes), if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the Notes, the other Loan Documents and any such other documents and (d) to pay, indemnify, and indemnify and hold harmless each Lender, the Issuing Lender and the Administrative Agent and their respective directors, officers, employees, affiliates and agents (each, an "indemnified person") harmless from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costscosts (including the allocated reasonable cost of internal counsel and the reasonable legal fees and disbursements of outside counsel to the Lenders and the Agent), expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement and Agreement, the Notes, the other Loan Documents and any such other documents or the use of the proceeds of the Loans or Letters of Credit (all the foregoing in this clause (d)foregoing, collectively, the "indemnified liabilities"); provided, provided----------------------- -------- however, that the Borrower shall have no obligation hereunder to the Agent or ------- any indemnified person Lender with respect to indemnified liabilities arising from the gross negligence or willful misconduct of the Agent or such indemnified person, from Lender or their agents or attorneys-in-fact. The agreements in this Section shall survive repayment of the breach by such indemnified person of its Contractual Obligations to the Borrower or from negotiated settlements of pending or threatened legal actions entered into by such indemnified person without the Borrower's consent (unless such consent has been unreasonably withheld)Notes and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower Each Credit Agreement Party agrees (a) to pay or reimburse the Administrative Agent Agents and the Lead Arrangers for (1) all its their reasonable 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 includingand any other documents prepared in connection herewith or therewith, without limitation(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 fees and expenses disbursements of one joint counsel to White & Case LLP and Stikeman Elliott LLP and such other special or local counsel, consultants, advisors, appraisers and auditors whose retention (other than during the Agents in connection with this Agreement and continuance of an Event of Default) is approved by the other Loan DocumentsParent Borrower, (b) to pay or reimburse each Lender Lender, the Lead Arrangers and the Administrative Agent Agents for all its out-of-pocket their reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement or Agreement, the other Loan Documents includingand any other documents prepared in connection herewith or therewith, without limitation, including the fees and disbursements of one joint counsel to the Lenders Agents and the Administrative Agent, provided that, notwithstanding the foregoing, the Borrower agrees to pay or reimburse the fees and disbursements of separate counsel to any Lender or the Administrative Agent to the extent of any conflict of interest among the Lenders or between the Lenders and the Administrative AgentLenders, (c) to pay, indemnify, or reimburse each Lender Lender, the Lead Arrangers and the Administrative Agent Agents for, and hold 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, stamp, excise and other taxes (other than any net income or franchise similar taxes), if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents and (d) to pay, indemnifyindemnify or reimburse each Lender, the Lead Arrangers, each Agent, their respective affiliates, and their respective officers, directors, trustees, employees, shareholders, members, attorneys and other advisors, agents and controlling persons (each, an “Indemnitee”) for, and hold each Lender, the Issuing Lender and the Administrative Agent and their respective directors, officers, employees, affiliates and agents (each, an "indemnified person") 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 with respect to the execution, delivery, 191 enforcement, performance and administration of this Agreement and Agreement, the other Loan Documents and any such other documents, including any of the foregoing relating to the use of proceeds of the Loans or Letters the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of Credit Holdings or any of its Subsidiaries or any of the property of Holdings or any of its Subsidiaries, including the presence of Materials of Environmental Concern on, at, in or under such property or the migration of Materials of Environmental Concern onto, through or from any such property (all the foregoing in this clause (d), collectively, the "indemnified liabilities"“Indemnified Liabilities”), provided, provided that the Borrower no Loan Party shall have no any obligation hereunder to the U.S. Administrative Agent, any indemnified person other Agent or any Lender with respect to indemnified liabilities arising from (i) the gross negligence or willful misconduct of the U.S. Administrative Agent, any other Agent or any such indemnified personLender (or any of their respective directors, from trustees, officers, employees, agents, successors and assigns) (in each case, as determined in a final non-appealable decision issued by a court of competent jurisdiction) or (ii) claims made or legal proceedings commenced against the breach U.S. Administrative Agent, any other Agent or any such Lender by any security holder or creditor thereof arising out of and based upon rights afforded any such indemnified person of security holder or creditor solely in its Contractual Obligations capacity as such. No Indemnitee shall be liable for any consequential or punitive damages in connection with the Facilities. All amounts due under this subsection shall be payable not later than thirty (30) days after written demand therefor. Statements reflecting amounts payable by the Loan Parties pursuant to this subsection shall be submitted to the address of the Parent Borrower set forth in subsection 11.2, or from negotiated settlements to such other Person or address as may be hereafter designated by the Parent Borrower in a notice to the U.S. Administrative Agent. Notwithstanding the foregoing, except as provided in clauses (b) and (c) above, no Loan Party shall have any obligation under this subsection 11.5 to any Indemnitee with respect to any tax, levy, impost, duty, charge, fee, deduction or withholding imposed, levied, collected, withheld or assessed by any Governmental Authority. The agreements in this subsection 11.5 shall survive repayment of pending or threatened legal actions entered into by such indemnified person without the Borrower's consent (unless such consent has been unreasonably withheld)Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent Agent, Lehmxx Xxxmercial Paper Inc. and Van Xxxxxx Xxxrican Capital Prime Rate Income Trust (or any of its Affiliates that are Lenders) for all its their respective reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, administration 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, without limitation, the reasonable fees and expenses disbursements of one joint (i) separate counsel to each of the Agents in connection with this Agreement Administrative Agent, Lehmxx Xxxmercial Paper Inc. and Van Xxxxxx Xxxrican Capital Prime Rate Income Trust (or any of its Affiliates that are Lenders) and (ii) financial advisors to the other Loan DocumentsAdministrative Agent, (b) to pay or reimburse each Lender and the Administrative Agent for all its their out-of-pocket costs and expenses incurred in connection with the enforcement enforcement, administration or preservation of any rights under this Agreement or Agreement, the other Loan Documents and any such other documents, including, without limitation, the fees and disbursements of one joint counsel to the Lenders each Lender and the Administrative Agent, provided that, notwithstanding the foregoing, the Borrower agrees counsel and any financial advisor to pay or reimburse the fees and disbursements of separate counsel to any Lender or the Administrative Agent to the extent of or any conflict of interest among the Lenders other outside professional engaged by any such Lender or between the Lenders and the Administrative Agent, (c) to pay, 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 taxes (other than any net income or franchise taxes), if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, (d) to pay all the actual and reasonable expenses of the Administrative Agent related to this Agreement, the other Loan Documents or the Loans in connection with the Cases (including, without limitation, the on-going monitoring by the Administrative Agent of the Cases, including attendance by the Administrative Agent and counsel or financial advisors to the Administrative Agent at meetings, hearings or other proceedings and the on-going review of documents filed with the Bankruptcy Court) and (de) to pay, indemnify, and hold each Lender, the Issuing Lender and the Administrative Agent and their respective officers, directors, officerstrustees, employees, affiliates affiliates, agents and agents controlling persons (each, an "indemnified personindemnitee") harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement and Agreement, the other Loan Documents and any such other documents, including, without limitation, any of the foregoing relating to the use of proceeds of the Loans or Letters the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of Credit the Borrower, any of its Subsidiaries or any of the Properties (all the foregoing in this clause (d), collectively, the "indemnified liabilities"), provided, provided that the Borrower shall have no obligation hereunder to any indemnified person with respect to indemnified liabilities arising from the gross negligence or willful misconduct of such indemnified person, from the breach by such indemnified person of its Contractual Obligations to the Borrower or from negotiated settlements of pending or threatened legal actions entered into by such indemnified person without the Borrower's consent (unless such consent has been unreasonably withheld).have

Payment of Expenses and Taxes. The Borrower Company agrees (a) to pay or reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the developmentpreparation, preparation execution and execution delivery of, and any amendment, restatement, supplement or modification to, this Agreement and the other Loan Documents Related Documents, and the consummation of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and expenses disbursements of one joint counsel to the Agents in connection with this Agreement and the other Loan DocumentsAgent, (b) to pay or reimburse each Lender and the Administrative Agent for all its their out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement or the other Loan Documents Related Documents, including, without limitation, the reasonable fees and disbursements of one joint counsel to the Lenders Agent and the Administrative Agent, provided that, notwithstanding the foregoing, the Borrower agrees to pay or reimburse the fees and disbursements of separate counsel to any Lender or the Administrative Agent to the extent of any conflict of interest among the Lenders or between the Lenders and the Administrative Agenteach Lender, (c) to pay, indemnifyand indemnify and hold harmless each Lender, or reimburse each Lender the Agent and the Administrative Collateral Agent for, from and hold each Lender and the Administrative Agent harmless fromagainst, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, documentary, stamp, excise and other taxes (other than any net income or franchise taxes), if any, which may be payable 49 -44- 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 AgreementAgreement or the Related Documents, the other Loan Documents and any such other documents and (d) to pay, indemnify, and indemnify and hold harmless each Lender, the Issuing Lender Agent and the Administrative Collateral Agent and their respective directors, officers, employees, affiliates and agents (each, an "indemnified person") harmless from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including, without limitation, reasonable fees and disbursements of counsel) or disbursements of any kind or nature whatsoever incurred with respect to the execution, delivery, enforcement, performance and administration of this Agreement and the other Loan Related Documents and the use of proceeds of the Loans or Letters of Credit (all the foregoing in this clause (d)foregoing, collectively, the "indemnified liabilities"), provided, provided that the Borrower Company shall have no obligation hereunder to the Agent, the Collateral Agent or any indemnified person Lender with respect to indemnified liabilities arising from the gross negligence or willful misconduct of the Agent, the Collateral Agent or any such indemnified person, from Lender. The agreements in this Subsection 10.5 shall survive the breach by such indemnified person repayment of its Contractual Obligations to the Borrower or from negotiated settlements of pending or threatened legal actions entered into by such indemnified person without the Borrower's consent (unless such consent has been unreasonably withheld)Obligations.

Payment of Expenses and Taxes. The Borrower agrees Companies agree, promptly upon presentation of a statement or invoice therefor, and whether any Loan is made or Letter of Credit issued, (a) to pay or reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, syndication, preparation and execution of, and any amendment, waiver, consent, supplement or modification to, this Agreement the Loan Documents, any documents prepared in connection therewith and the other consummation of the transactions contemplated thereby whether such Loan Documents includingor any such amendment, without limitationwaiver, consent, supplement or modification to the Loan Documents or any documents prepared in connection therewith are executed and whether the transactions contemplated thereby are consummated, including the reasonable fees and expenses disbursements of one joint counsel to the Agents Special Counsel not in connection with this Agreement and the other Loan Documentsexcess of $30,000, (b) to pay or reimburse each Lender the Agent, the Issuer and the Administrative Agent Lenders for all its of their respective out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement or the other Loan Documents includingDocuments, without limitation, the including reasonable fees and disbursements of one joint counsel to (including the Lenders and the Administrative Agent, provided that, notwithstanding the foregoing, the Borrower agrees to pay or reimburse the fees and disbursements allocated costs of separate counsel to any Lender or the Administrative Agent to the extent of any conflict of interest among the Lenders or between the Lenders and the Administrative Agentin-house counsel), (c) to pay, indemnify, or reimburse each Lender and the Administrative Agent for, and hold each Lender Lender, the Issuer and the Administrative Agent harmless from, from any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes (other than any net income or franchise similar taxes), if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents documents, and (d) to pay, indemnify, indemnify and hold each Lender, the Issuing Lender Issuer and the Administrative Agent and each of their respective directors, officers, employees, affiliates directors and agents (each, an "indemnified person") 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 reasonable counsel fees and disbursements (including the allocated costs of in-house counsel to the extent that outside counsel is not utilized)) with respect to the execution, delivery, enforcement, enforcement and performance and administration of this Agreement and the other Loan Documents and the use of proceeds of the Loans or Letters of Credit (all the foregoing in this clause (d)foregoing, collectively, the "indemnified liabilitiesIndemnified Liabilities")) and, if and to the extent that the foregoing indemnity may be unenforceable for any reason, the Companies agree to make the maximum payment permitted under applicable law; provided, however, that the Borrower neither Company shall have no any obligation hereunder to pay Indemnified Liabilities to the Agent, the Issuer, any indemnified person with respect to indemnified liabilities Lender or any other Person arising from the gross negligence or willful misconduct of the Agent, the Issuer, such indemnified personLender or such other Person, from as the breach by such indemnified person case may be. The agreements in this Section 11.5 shall survive the termination of its Contractual Obligations to the Borrower or from negotiated settlements Commitments, the payment of pending or threatened legal actions entered into by such indemnified person without the Borrower's consent (unless such consent has been unreasonably withheld)Notes and all other amounts payable under the Loan Documents, and the performance of all of the other obligations of the Loan Parties thereunder.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent for all of its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and of 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, without limitation, the reasonable fees and expenses disbursements of one joint counsel to the Agents in connection with this Agreement and the other Loan DocumentsAdministrative Agent, (b) to pay or reimburse each Lender and the Administrative Agent for all its out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement or Agreement, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of one joint counsel to the Lenders each Lender and the Administrative Agent, provided that, notwithstanding the foregoing, the Borrower agrees to pay or reimburse the fees and disbursements of separate counsel to any Lender or the Administrative Agent to the extent of any conflict of interest among the Lenders or between the Lenders and the Administrative Agent, (c) to pay, 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 taxes (other than any net income or franchise similar documentary taxes), if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents documents, and (d) to pay, indemnify, and hold each Lender, the Issuing Lender and the Administrative Agent and their respective directors, officers, employees, affiliates and agents (each, an "indemnified person") harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement and Agreement, the other Loan Documents and or the use of the proceeds of the Loans and any such other documents, including, without limitation, any of the foregoing relating to the violation of, noncompliance with or Letters liability under, any Environmental Law applicable to the operations of Credit the Borrower, any of its Subsidiaries or any of the Properties (all the foregoing in this clause (d), collectively, the "indemnified liabilities"), provided, provided that the Borrower shall have no obligation hereunder to the Administrative Agent or any indemnified person Lender with respect to (i) indemnified liabilities to the extent arising from the gross negligence negligence, bad faith or willful misconduct of the Administrative Agent or such indemnified personLender, from or (ii) the breach by such indemnified person fees and disbursements of its Contractual Obligations counsel to the Borrower or from negotiated settlements Administrative Agent in connection with the preparation, execution and delivery of pending or threatened legal actions entered into by such indemnified person without this Agreement. The agreements in this subsection 11.6 shall survive repayment of the Borrower's consent (unless such consent has been unreasonably withheld)Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement 71 78 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, without limitation, the reasonable fees and expenses disbursements of one joint counsel to the Agents in connection with this Agreement and the other Loan DocumentsAdministrative Agent, (b) to pay or reimburse each Lender and the Administrative Agent for all its out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement or Agreement, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of one joint counsel to the Lenders each Lender and the Administrative Agent, provided that, notwithstanding the foregoing, the Borrower agrees to pay or reimburse the fees and disbursements of separate counsel to any Lender or the Administrative Agent to the extent of any conflict of interest among the Lenders or between the Lenders and the Administrative Agent, (c) without duplication of amounts payable pursuant to Sections 4.9 and 4.10, to pay, 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 taxes (other than any net income or franchise taxes), if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents documents, and (d) without duplication of amounts payable pursuant to Sections 4.9 and 4.10, to pay, indemnify, and hold each Lender, the each Issuing Lender and the Administrative Agent Agent, and their respective officers, directors, officers, employees, affiliates affiliates, advisors, agents and agents controlling persons (each, an "indemnified personindemnitee") ), harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement and Agreement, the other Loan Documents and any such other documents or the use of the proceeds of the Loans or Letters of Credit (all the foregoing in this clause (d), collectively, the "indemnified liabilities"), provided, that the Borrower shall have no obligation hereunder to any indemnified person indemnitee with respect to indemnified liabilities arising from the gross negligence or willful misconduct of such indemnified person, from indemnitee. The agreements in this Section shall survive repayment of the breach by such indemnified person of its Contractual Obligations to the Borrower or from negotiated settlements of pending or threatened legal actions entered into by such indemnified person without the Borrower's consent (unless such consent has been unreasonably withheld).Loans and all other amounts payable hereunder. 12.6

Payment of Expenses and Taxes. The Borrower Company agrees (a) ----------------------------- to pay or reimburse the Administrative Agent for all of its reasonable out-of-of- pocket costs and expenses incurred in connection with 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 the consummation and administration of the transactions contemplated hereby, including, without limitation, the reasonable fees and expenses disbursements of one joint counsel (and any special or local counsel retained by such counsel to assist it) to the Agents in connection with this Agreement and the other Loan DocumentsAdministrative Agent, (b) to pay or reimburse each Lender and the Administrative Agent for all its out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement or Agreement, the other Loan Documents including, without limitation, the fees and disbursements of one joint counsel to the Lenders and the Administrative Agent, provided that, notwithstanding the foregoing, the Borrower agrees to pay or reimburse the fees and disbursements of separate counsel to any Lender or the Administrative Agent to the extent of any conflict of interest among the Lenders or between the Lenders and the Administrative Agentsuch other documents, (c) to pay, 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 taxes (other than any net income or franchise similar taxes), if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents documents, and (d) to pay, indemnify, and hold each Lender, the Issuing Lender and the Administrative Agent (and their respective directors, officers, employees, trustees, agents, affiliates and agents (each, an "indemnified person"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 with respect to the execution, delivery, enforcement, performance and administration of this Agreement and Agreement, the other Loan Documents and any such other documents, including, without limitation, any of the foregoing relating to the use of proceeds of the Loans or Letters the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of Credit the Company, any of its Subsidiaries or any of the Properties (regardless of whether the Administrative Agent or any Lender is a party to the litigation or other proceeding giving rise thereto), (all the foregoing in this clause (d), collectively, the "indemnified liabilities"), provided, that the Borrower Company shall have no obligation hereunder to -------- the Administrative Agent or any indemnified person Lender with respect to (i) indemnified liabilities arising from the gross negligence or willful misconduct of such indemnified person, from the breach party seeking indemnification or (ii) expenses incurred by such indemnified person the Administrative Agent or any Lender in connection with the assignment of its Contractual Obligations Loans to an assignee (except pursuant to Section 5.14(b)(vi)) or the Borrower or from negotiated settlements sale of pending or threatened legal actions entered into by such indemnified person without any Loan to a Participant. The agreements in this Section shall survive repayment of the Borrower's consent (unless such consent has been unreasonably withheld)Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees Recco agrees, on demand, to (a) to pay or reimburse the Administrative Lenders, the Group Agents, the Surety Provider and the Collateral Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the developmentpreparation, preparation execution, delivery and execution administration of, and any amendment, supplement or modification to, this Agreement Agreement, the Lender Notes and the other Loan Operative Documents and any other documents prepared in connection herewith or therewith, and the consummation of the transactions contemplated hereby and thereby, including, without limitation, any and all collateral audit fees, the reasonable fees and expenses disbursements of one joint counsel to the Agents in connection with this Agreement Lenders, the Administrative Agent, the Group Agents, the Surety Provider and the other Loan DocumentsCollateral Agent, (b) to pay or reimburse each Lender the Lenders, the Administrative Agent, the Group Agents, the Surety Provider and the Administrative Collateral Agent for all its out-of-pocket their costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement or Agreement, the Lender Notes, the other Loan Operative Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of one joint counsel to the Lenders and Lenders, the Administrative Agent, provided that, notwithstanding the foregoingGroup Agents, the Borrower agrees to pay or reimburse Surety Provider and the fees Collateral Agent and disbursements of separate counsel to any Lender or (c) pay, indemnify, and hold the Administrative Agent to the extent of any conflict of interest among the Lenders or between the Lenders and Lenders, the Administrative Agent, (c) to paythe Group Agents, indemnify, or reimburse each Lender the Surety Provider and the Administrative Agent for, and hold each Lender and the Administrative Collateral 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, any registration tax, stamp, excise duty and other similar taxes (other than any net income or franchise taxes)duties, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the Lender Notes, the other Loan Operative Documents and any such other documents documents, and (d) to pay, indemnify, and hold each Lenderthe Lenders, the Issuing Lender Administrative Agent, the Group Agents, the Surety Provider and the Administrative Collateral Agent and their respective directors, officers, employees, affiliates and agents (each, an "indemnified person") harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (except with respect to taxes, which shall be governed by Sections 2.10 through 2.14 and 10.5(c) above), with respect to the execution, delivery, enforcement, performance and administration of this Agreement Agreement, the Lender Notes and the other Loan Documents and the use of proceeds of the Loans or Letters of Credit Operative Documents, (all the foregoing in this clause (d)foregoing, collectively, the "indemnified liabilities"), provided, provided that the Borrower shall have Recco has no obligation hereunder to any indemnified person the Administrative Agent, the Group Agents, the Collateral Agent, the Surety Provider or the Lenders with respect to indemnified liabilities arising from the gross negligence or willful misconduct of the Administrative Agent, the Group Agents, the Collateral Agent, the Surety Provider or the Lenders. Notwithstanding the foregoing, if the Lenders enter into agreements with one or more other borrowers ("Other Borrowers"), the Lenders shall allocate such indemnified personliabilities which are attributable to Recco and to the Other Borrowers to Recco and to each Other Borrower; provided, from the breach by however, that if such indemnified person of its Contractual Obligations liabilities are attributable to the Borrower or from negotiated settlements of pending or threatened legal actions entered into by Recco and not attributable to any Other Borrower, Recco shall be solely liable for such indemnified person without liabilities or if such indemnified liabilities are attributable to Other Borrowers and not attributable to Recco, such Other Borrowers shall be solely liable for such indemnified liabilities. The agreements in this subsection shall survive repayment of the Borrower's consent (unless such consent has been unreasonably withheld)Lender Notes and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees Company agrees, within 15 days ----------------------------- after demand, (a) to pay or reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement 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 of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and expenses disbursements of one joint counsel to the Agents in connection with this Agreement and the other Loan DocumentsAgent, (b) to pay or reimburse each Lender Bank and the Administrative Agent for all its out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement or Agreement, the Notes, the other Loan Documents and any such other documents, including, without limitation, the fees and disbursements of one joint counsel to the Lenders Agent and the Administrative Agent, provided that, notwithstanding the foregoing, the Borrower agrees to pay or reimburse the fees and disbursements of separate counsel to any Lender or the Administrative Agent to the extent of any conflict of interest among the Lenders or between the Lenders several Banks, and the Administrative Agent, (c) to pay, indemnify, or reimburse each Lender and the Administrative Agent for, and hold each Lender Bank 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 taxes (other than any net income or franchise taxes), if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the Notes, the other Loan Documents and any such other documents documents, and (d) to pay, indemnify and hold each Bank harmless from any and all fees, costs and expenses incurred by any such Bank after the occurrence and throughout the continuance of an Event of Default in connection with any inspection or examination pursuant to subsection 6.6, and (e) to pay, indemnify, and hold each Lender, the Issuing Lender Bank and the Administrative Agent (and their respective directors, officers, employees, affiliates employees and agents (each, an "indemnified person"agents) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement and Agreement, the Notes, the other Loan Documents and the use of proceeds of the Loans or Letters of Credit any such other documents (all the foregoing in this clause (d)foregoing, collectively, the "indemnified liabilities"), ; provided, that the Borrower -------- Company shall have no obligation hereunder to the Agent or any indemnified person Bank with respect to indemnified liabilities arising from (i) the gross negligence or willful misconduct of the Agent or any such indemnified personBank (or any of their respective directors, from officers, employees or agents), (ii) legal proceedings commenced against the breach Agent or any such Bank by any security holder or creditor thereof arising out of and based upon rights afforded any such indemnified person security holder or creditor solely in its capacity as such, or (iii) legal proceedings commence, against the Agent or any such Bank by any other Bank or by any Transferee. The agreement: in this subsection shall survive repayment of its Contractual Obligations to the Borrower or from negotiated settlements of pending or threatened legal actions entered into by such indemnified person without the Borrower's consent (unless such consent has been unreasonably withheld)Notes and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower Company agrees (a) to pay or reimburse the Administrative Agent for all of its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and expenses disbursements of one joint counsel to the Agents in connection with this Agreement and the other Loan DocumentsAdministrative Agent, (b) to pay or reimburse each Lender Lender, the Documentation Agent and the Administrative Agent for all its out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement or Agreement, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of one joint counsel to each Lender, of counsel to the Lenders Documentation Agent and the Administrative Agent, provided that, notwithstanding the foregoing, the Borrower agrees to pay or reimburse the fees and disbursements of separate counsel to any Lender or the Administrative Agent to the extent of any conflict of interest among the Lenders or between the Lenders and the Administrative Agent, (c) to pay, indemnify, or reimburse each Lender and the Administrative Agent for, and hold each Lender Lender, each Co-Agent, the Documentation Agent 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 taxes (other than any net income or franchise taxes), if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents documents, and (d) to pay, indemnify, and hold each Lender, each Co-Agent, the Issuing Lender Documentation Agent and the Administrative Agent and their respective directors, officers, employees, affiliates and agents (each, an "indemnified person") harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, 66 61 delivery, enforcement, performance and administration of this Agreement and Agreement, the other Loan Documents and or the use of the proceeds of the Loans and any such other documents, including, without limitation, any of the foregoing relating to the violation of, noncompliance with or Letters liability under, any Environmental Law applicable to the operations of Credit the Company, any of its Subsidiaries or any of the Properties (all the foregoing in this clause (d), collectively, the "indemnified liabilities"), provided, provided that the Borrower Company shall have no obligation hereunder to the Administrative Agent, the Documentation Agent, any indemnified person Co-Agent or any Lender with respect to indemnified liabilities to the extent arising from the gross negligence or willful misconduct of the Administrative Agent, the Documentation Agent, such indemnified person, from Co-Agent or such Lender. The agreements in this subsection 14.6 shall survive repayment of the breach by such indemnified person of its Contractual Obligations to the Borrower or from negotiated settlements of pending or threatened legal actions entered into by such indemnified person without the Borrower's consent (unless such consent has been unreasonably withheld)Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent and the Other Representatives for all its their reasonable out-of-pocket costs and expenses incurred in connection with the developmentpreparation, preparation execution, delivery and execution administration 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 (including the syndication of the Revolving Credit Commitments and Term Loans (including the reasonable expenses of the Administrative Agent's due diligence investigation) and the monitoring of the Collateral) contemplated hereby and thereby, including, without limitation, the reasonable fees and expenses disbursements of one joint firm of counsel to the Agents in connection with this Agreement Administrative Agent and the other Loan DocumentsOther Representatives, (b) to pay or reimburse each Lender Lender, each Other Representative and the Administrative Agent for all its out-of-pocket reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement or Agreement, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of one joint counsel to the Lenders and the Administrative Agent, provided thatthe Other Representatives and the several Lenders, notwithstanding the foregoing, the Borrower agrees to pay and any reasonable Environmental Costs incurred by any of them arising out of or reimburse the fees and disbursements of separate counsel in any way relating to any Lender Loan Party or the Administrative Agent to the extent of any conflict of property in which any Loan Party has had any interest among the Lenders or between the Lenders and the Administrative Agentat any time, (c) to pay, indemnifyand indemnify and hold harmless each Lender, or reimburse each Lender and the Administrative Agent for, and hold each Lender and the Administrative Agent harmless fromOther Representatives from and against, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes (other than any net income or franchise similar taxes), if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents documents, and (d) to pay, indemnify, and indemnify and hold harmless each Lender, the Issuing Lender Administrative Agent and the Administrative Agent Other Representatives (and their respective directors, trustees, officers, employees, affiliates agents, successors and agents (each, an "indemnified person"assigns) 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 (whether or not caused by any such Person's own negligence (other 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 and Agreement, the other Loan Documents and any such other documents (regardless of whether the use Administrative Agent, any such Other Representative or any Lender is a party to the litigation or other proceeding giving rise thereto and regardless of proceeds whether any such litigation or other proceeding is brought by the Borrower or any other Person), including, without limitation, any of 117 124 the foregoing relating to the violation of, noncompliance with, or liability under, any Environmental Laws or any orders, requirements or demands of Governmental Authorities related thereto applicable to the operations of the Loans Borrower, any of its Subsidiaries or Letters any of Credit the facilities and properties owned, leased or operated by the Borrower or any of its Subsidiaries (all the foregoing in this clause (d), collectively, the "indemnified liabilities"), provided, provided that the Borrower shall not have no any obligation hereunder to the Administrative Agent, any indemnified person such Other Representative or any Lender with respect to Environmental Costs or indemnified liabilities arising from (i) the gross negligence or willful misconduct of the Administrative Agent, any Other Representative or any such indemnified personLender (or any of their respective directors, from trustees, officers, employees, agents, successors and assigns) or (ii) claims made or legal proceedings commenced against the breach Administrative Agent, any Other Representative or any such Lender by any securityholder or creditor thereof arising out of and based upon rights afforded any such indemnified person of securityholder or creditor solely in its Contractual Obligations capacity as such. Notwithstanding the foregoing, except as provided in clauses (b) and (c) above, the Borrower shall have no obligation under this subsection 11.5 to the Borrower Administrative Agent, any Other Representative or from negotiated settlements any Lender with respect to any tax, levy, impost, duty, charge, fee, deduction or withholding imposed, levied, collected, withheld or assessed by any Governmental Authority. The agreements in this subsection shall survive repayment of pending or threatened legal actions entered into by such indemnified person without the Borrower's consent (unless such consent has been unreasonably withheld)Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. (a) The Borrower agrees (ai) to pay or reimburse the Arrangers and the Administrative Agent for all 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 other Loan Documents includingconsummation and administration of the transactions contemplated hereby and thereby (including the syndication of the Commitments), without limitation, including the reasonable fees fees, disbursements and expenses other charges of one joint counsel to the Agents in connection with this Agreement and the other Loan DocumentsAdministrative Agent, (bii) to pay or reimburse each Lender and the Administrative Agent for all its out-of-pocket reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under under, or “workout” or restructuring of, this Agreement or and any such other documents, including the reasonable fees, disbursements and other Loan Documents including, without limitation, the fees and disbursements charges of one joint counsel to the Lenders each Lender and the Administrative Agent, provided that, notwithstanding the foregoing, the Borrower agrees to pay or reimburse the fees and disbursements of separate counsel to any Lender or the Administrative Agent to the extent of any conflict of interest among the Lenders or between the Lenders and the Administrative Agent, (ciii) to pay, indemnify, or reimburse defend and hold harmless 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 taxes (other than any net income or franchise similar taxes), if any, which that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents Agreement and any such other documents (collectively, “Other Taxes”), except for any such Other Taxes attributable to an assignment or Participation, and (div) to pay, indemnify, defend and hold harmless each Lender, the Issuing Lender each Arranger and the Administrative Agent and their respective directors, officers, employees, affiliates trustee, agents and agents Affiliates (eachcollectively, an "indemnified person"the “Indemnitees”) 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 respect any investigative, administrative or judicial proceeding commenced or threatened by any 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 other Loan Documents and breach by the Borrower of, or default by the Borrower under, any of the provisions of this Agreement or any Loan, or the use of proceeds or proposed use of the Loans proceeds thereof), (B) the violation of, non-compliance with or Letters liability under, any Environmental Law applicable to the operations of Credit 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 (div), collectively, the "“indemnified liabilities"”), provided, ; provided that the Borrower shall have no obligation hereunder to any indemnified person Indemnitee with respect to indemnified liabilities arising from the gross negligence or willful misconduct of such indemnified person, from Indemnitee as determined by a final judgment of a court of competent jurisdiction and provided further that the breach by such indemnified person 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 Contractual Obligations affiliates and that is brought by the Administrative Agent, an Arranger or any Lender against any other Lender. The agreements in this Section 12.5 shall survive repayment of the Loans and all other amounts payable hereunder. Each of the Lenders, each of the Arrangers 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 from negotiated settlements indirect limited partners, partners, shareholders, members of pending the Borrower or threatened legal actions entered into by 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 indemnified person without the Borrower's consent (unless such consent has been unreasonably withheld)obligations or claims hereunder or thereunder.

Payment of Expenses and Taxes. The Borrower Subject to subsection 11.17, the Company agrees (a) to pay or reimburse the Administrative Agent Agents and Agent-Related Persons for all its reasonable their out-of-pocket costs and expenses incurred in connection with the development, preparation preparation, syndication and execution and 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, without limitation, the reasonable fees and expenses disbursements of one joint outside counsel to the Agents in connection with this Agreement (including the reasonable allocated fees and the other Loan Documentsexpenses of in-house counsel), (b) to pay or reimburse each Lender and the Administrative Agent Agents for all its out-of-pocket their respective costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement or Agreement, the other Loan Documents and any such other documents, including, without limitation, the fees and disbursements of one joint counsel to each Lender and of counsel to the Lenders and Administrative Agent (including the Administrative Agent, provided that, notwithstanding the foregoing, the Borrower agrees to pay or reimburse the allocated fees and disbursements expenses of separate counsel to any Lender or the Administrative Agent to the extent of any conflict of interest among the Lenders or between the Lenders and the Administrative Agentin-house counsel), (c) to pay, indemnify, or reimburse each Lender and the Administrative Agent for, and hold each Lender Lender, the Issuing Bank, the Agents and the Administrative Agent each Agent-Related Person harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes (other than any net income or franchise taxes)Taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents documents, and (d) to payTO PAY, indemnifyINDEMNIFY, and hold each LenderAND HOLD EACH LENDER, the Issuing Lender and the Administrative Agent and their respective directorsTHE ISSUING BANK, officersTHE AGENTS AND THE AGENT-RELATED PERSONS AND THEIR RESPECTIVE DIRECTORS, employeesTRUSTEES, affiliates and agents OFFICERS, EMPLOYEES AND AGENTS HARMLESS FROM AND AGAINST ANY AND ALL OTHER LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES OR DISBURSEMENTS OF ANY KIND OR NATURE WHATSOEVER WITH RESPECT TO THE EXECUTION, DELIVERY, ENFORCEMENT, PERFORMANCE AND ADMINISTRATION OF THIS AGREEMENT, THE OTHER LOAN DOCUMENTS, THE TRANSACTION DOCUMENTS, OR THE USE OR PROPOSED USE OF THE PROCEEDS OF THE LOANS IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY AND ANY SUCH OTHER DOCUMENTS, REGARDLESS OF WHETHER ANY AGENT OR LENDER IS A PARTY TO THE LITIGATION OR OTHER PROCEEDING GIVING RISE THERETO AND REGARDLESS OF WHETHER ANY SUCH LITIGATION OR OTHER PROCEEDING IS BROUGHT BY THE COMPANY OR ANY OTHER PERSON, INCLUDING, WITHOUT LIMITATION, ANY OF THE FOREGOING RELATING TO THE VIOLATION OF, NONCOMPLIANCE WITH OR LIABILITY UNDER, ANY ENVIRONMENTAL LAW APPLICABLE TO THE OPERATIONS OF THE COMPANY, ANY OF ITS SUBSIDIARIES OR ANY OF THE PROPERTIES (each, an "indemnified person") harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement and the other Loan Documents and the use of proceeds of the Loans or Letters of Credit (all the foregoing in this clause ALL THE FOREGOING IN THIS CLAUSE (d), collectivelyCOLLECTIVELY, the "indemnified liabilities"THE “INDEMNIFIED LIABILITIES”), providedPROVIDED THAT THE COMPANY SHALL HAVE NO OBLIGATION HEREUNDER TO THE AGENTS, that ANY LENDER OR THE ISSUING BANK OR ANY OF THEIR RESPECTIVE DIRECTORS, TRUSTEES, OFFICERS, EMPLOYEES AND AGENTS WITH RESPECT TO INDEMNIFIED LIABILITIES ARISING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH PERSON. WITHOUT LIMITING THE FOREGOING, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY AGREES NOT TO ASSERT, AND HEREBY WAIVES, AND SHALL CAUSE EACH OF ITS SUBSIDIARIES NOT TO ASSERT AND TO WAIVE, ALL RIGHTS OF 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 AGENT OR LENDER. The agreements in this subsection shall survive repayment of the Borrower shall have no obligation hereunder to any indemnified person with respect to indemnified liabilities arising from the gross negligence or willful misconduct of such indemnified person, from the breach by such indemnified person of its Contractual Obligations to the Borrower or from negotiated settlements of pending or threatened legal actions entered into by such indemnified person without the Borrower's consent (unless such consent has been unreasonably withheld)Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees Recco agrees, on demand, to (a) to pay or reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with Funding Agent, the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement Surety Provider and the other Loan Documents including, without limitation, the reasonable fees and expenses of one joint counsel to the Agents in connection with this Agreement and the other Loan Documents, (b) to pay or reimburse each Lender and the Administrative Agent Lenders for all its out-of-pocket costs and expenses incurred in connection with the preparation and execution of, and any amendment, supplement or modification to, this Agreement, the Loan Note and the other Operative Documents and any other documents prepared in connection herewith or therewith, and the consummation of the transactions contemplated hereby and thereby, including, without limitation, any and all collateral audit fees, the reasonable fees and disbursements of counsel to the Funding Agent, the Surety Provider and the Lenders, (b) pay or reimburse the Funding Agent, the Surety Provider and the Lenders for all of their costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement or Agreement, the Loan Note, the other Loan Operative Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of one joint counsel to the Lenders and the Administrative Funding Agent, provided that, notwithstanding the foregoingControlling Party, the Borrower agrees to pay or reimburse the fees Surety Provider and disbursements of separate counsel to any Lender or the Administrative Agent to the extent of any conflict of interest among the Lenders or between the Lenders and the Administrative Agent, (c) to pay, indemnify, or reimburse each Lender and hold the Funding Agent, the Surety Provider and the Administrative Agent for, and hold each Lender and the Administrative Agent Lenders 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 registration tax, stamp, excise duty and other similar taxes (other than any net income or franchise taxes)duties, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents and (d) to pay, indemnify, and hold each Lender, the Issuing Lender and the Administrative Agent and their respective directors, officers, employees, affiliates and agents (each, an "indemnified person") harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement and the other Loan Documents and the use of proceeds of the Loans or Letters of Credit (all the foregoing in this clause (d), collectively, the "indemnified liabilities"), provided, that the Borrower shall have no obligation hereunder to any indemnified person with respect to indemnified liabilities arising from the gross negligence or willful misconduct of such indemnified person, from the breach by such indemnified person of its Contractual Obligations to the Borrower or from negotiated settlements of pending or threatened legal actions entered into by such indemnified person without the Borrower's consent (unless such consent has been unreasonably withheld).

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent for all its reasonable out-of-pocket costs fees, charges and expenses disbursements of counsel incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents includingor the amendment, without limitation, the modification or waiver thereof and all reasonable fees and documented out-of-pocket expenses of one joint counsel to the Agents Administrative Agent incurred in connection with any amendment, modification or waiver with respect to this Agreement and the other Loan Documents, (b) to pay or reimburse each Lender and the Administrative Agent for all its out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement or (including, without limitation, this Section), the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of one joint counsel (including, without limitation, the non-duplicative documented allocated cost of in-house counsel) to each Lender and of counsel to the Lenders and the Administrative Agent, provided that, notwithstanding the foregoing, the Borrower agrees to pay or reimburse the fees and disbursements of separate counsel to any Lender or the Administrative Agent to the extent of any conflict of interest among the Lenders or between the Lenders and the Administrative Agent, (c) to pay, indemnify, or reimburse and hold harmless each Lender and CREDIT AGREEMENT Lender, the Administrative Agent forAgent, their respective affiliates and hold each Lender their respective officers, directors, employees, agents and the Administrative Agent harmless advisors (each, an “Indemnitee”) from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes (other than any net income or franchise taxes), if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents documents, and (d) to pay, indemnify, and hold harmless each Lender, the Issuing Lender and the Administrative Agent and their respective directors, officers, employees, affiliates and agents (each, an "indemnified person") harmless Indemnitee from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including, without limitation, reasonable legal fees) with respect to the execution, delivery, enforcement, performance and administration of this Agreement and (including, without limitation, this Section), the other Loan Documents and any such other documents, including, without limitation, any investigative, administrative or judicial proceeding relating to the foregoing or any of the foregoing relating to any actual or proposed use of proceeds of the Loans or Letters the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of Credit either Obligor, any of their Subsidiaries or any of the Properties or arising out of the Commitments (all the foregoing in this clause (d), collectively, the "“indemnified liabilities"”), provided, provided that the Borrower shall have no obligation hereunder to any indemnified person Indemnitee with respect to indemnified liabilities arising from the gross negligence or willful misconduct of such indemnified personIndemnitee. The Borrower waives, from the breach by such indemnified person of its Contractual Obligations to the Borrower maximum extent not prohibited by law, any right it may have to claim or from negotiated settlements recover in any legal action or proceeding referred to in this Section any special, indirect, punitive or consequential damages. The agreements in this Section shall survive repayment of pending or threatened legal actions entered into by such indemnified person without the Borrower's consent (unless such consent has been unreasonably withheld)Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees agrees, without duplication of any amounts payable pursuant to subsection 3.1, (a) to pay or reimburse the Administrative Arranger and the Syndication Agent for all its reasonable of their respective out-of-pocket costs and expenses (including all out-of-pocket costs and expenses arising in connection with the syndication of the Loans and any due diligence investigation performed by the Arranger or the Syndication Agent) incurred in connection with the development, preparation negotiation, 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, whether or not any of the Transactions has been consummated, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and expenses disbursements of one joint counsel to the Agents in connection with this Agreement Arranger and the other Loan DocumentsSyndication Agent, and to pay or reimburse each Agent and the Collateral Agent for any such fees, costs and expenses related to periods subsequent to the Closing Date, (b) to pay or reimburse the Agents, the Collateral Agent, the Arranger and, from and after the occurrence of a Default or an Event of Default, each Lender and the Administrative Agent Lender, for all its out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement or Agreement, the other Loan Documents and any such other documents, including, without limitation, the reasonable and documented fees and disbursements of one joint counsel to the Lenders Agents, the Collateral Agent and the Administrative Agent, provided that, notwithstanding the foregoing, the Borrower agrees to pay or reimburse the fees Arranger and disbursements of separate counsel to any Lender or the Administrative Agent to the extent of any conflict of interest among the Lenders or between the Lenders and the Administrative Agenteach Lender, (c) to pay, indemnify, or reimburse each Lender and the Administrative Agent for, and hold each Lender Lender, each Agent, the Collateral Agent, the Arranger and their respective Affiliates and their respective directors, trustees, officers, employees and agents and each other Person controlling any of the Administrative Agent foregoing within the meaning of either Section 15 of the Securities Act of 1933, as amended, or Section 20 of the Securities Exchange Act of 1934, as amended, harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes (other than any net income or franchise similar taxes), if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents documents, and (d) to pay, indemnify, and hold each Lender, each Agent, the Issuing Lender Collateral Agent, the Arranger and the Administrative Agent their respective Affiliates and their respective directors, officers, employees, affiliates employees and agents (eachand each other Person controlling any of the foregoing within the meaning of either Section 15 of the Securities Act of 1933, an "indemnified person") as amended, or Section 20 of the Securities Exchange Act of 1934, as amended, harmless from and against any and all other claims, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement and Agreement, the other Loan Documents and Documents, or the use of the proceeds of the Loans and any such other documents, including without limitation, any of the foregoing relating to the violation of, noncompliance with or Letters liability under, any Environmental Law applicable to the operations of Credit the Borrower, any of its Subsidiaries or any of the Properties (all the foregoing in this clause (d), collectively, the "INDEMNIFIED LIABILITIES") (including all legal and other expenses incurred in connection with investigation, defending or participating in any action or proceeding relating to any indemnified liabilities"liabilities (whether or not such Person is a party to any such action or proceeding), provided, PROVIDED that the Borrower shall have no obligation hereunder to any indemnified person Person with (TERM LOAN AGREEMENT) respect to indemnified liabilities arising from the contractual breach, gross negligence or willful misconduct of such indemnified personPerson as determined by a final judgment of a court of competent jurisdiction. The agreements in this subsection shall survive repayment of the Loans and all other amounts payable hereunder and, from in the breach by such indemnified person case of any Lender that may assign any interest in its Contractual Obligations Commitments or Loans hereunder, shall (to the Borrower or from negotiated settlements extent arising out of pending or threatened legal actions entered into by such indemnified person without time as it was a Lender) survive the Borrower's consent (unless making of such consent has been unreasonably withheld)assignment, notwithstanding that such assigning Lender may cease to be a party hereto.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Arranger, the Syndication Agent, the Administrative Agent and the Collateral Agent for all its reasonable their out-of-pocket costs and expenses incurred in connection with the syndication, development, negotiation, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents includingand any other documents prepared in connection herewith or therewith, without limitationand the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and expenses disbursements of one joint counsel to the Agents in connection with this Agreement Administrative Agent and the other Loan DocumentsCollateral Agent and filing and recording fees and expenses (subject to, in the case of such fees and disbursements of counsel due and payable on the Closing Date, the limitations set forth in the engagement letter dated as of July 23, 2007 between the Borrower and Xxxxxxxxx & Company, Inc.), (b) to pay or reimburse each Lender Lender, the Administrative Agent and the Administrative Collateral Agent for all its out-of-pocket costs and expenses incurred in connection with (x) the enforcement or preservation of any rights under this Agreement or Agreement, the other Loan Documents and any such other documents and (y) the negotiation of any restructuring or “work-out”, whether or not consummated, of any Obligations, including, without limitationin each case, the fees and disbursements of one joint counsel (including the allocated fees and expenses of in-house counsel) to each Lender and of counsel to the Lenders Administrative Agent and the Administrative Agent, provided that, notwithstanding the foregoing, the Borrower agrees to pay or reimburse the fees Collateral Agent and disbursements of separate counsel to any Lender or the Administrative Agent to the extent of any conflict of interest among the Lenders or between the Lenders and the Administrative Agent, (c) to pay, indemnify, or reimburse and hold each Lender and Lender, the Administrative Agent for, and hold each Lender and the Administrative Collateral Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes (other than any net income or franchise taxes)Taxes, if any, which that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents and (d) to pay, indemnify, and hold each Lender, the Issuing Lender and the Administrative Agent and their respective directors, officers, employees, affiliates and agents (each, an "indemnified person") harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements documents. All amounts due under this Section 11.5 shall be payable not later than 10 days after written demand therefor. Statements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement and the other Loan Documents and the use of proceeds of the Loans or Letters of Credit (all the foregoing in this clause (d), collectively, the "indemnified liabilities"), provided, that amounts payable by the Borrower pursuant to this Section 11.5 shall have no obligation hereunder to any indemnified person with respect to indemnified liabilities arising from the gross negligence or willful misconduct of such indemnified person, from the breach by such indemnified person of its Contractual Obligations be submitted to the Borrower or from negotiated settlements at its address, and to the attention of pending or threatened legal actions entered into by such indemnified person without the contact person, set forth below the Borrower's consent (unless ’s name in Schedule 1, or to such consent has been unreasonably withheld)other contact person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent. The agreements in this Section 11.5 shall survive the payment in full of all Obligations and the termination of all Revolving Commitments.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent and the Collateral Agent for all its their respective reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and expenses disbursements of one joint counsel to the Agents in connection with this Agreement Administrative Agent and the other Loan DocumentsCollateral Agent, (b) to pay or reimburse each Lender Lender, the Administrative Agent and the Administrative Collateral Agent for all its out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement or Agreement, the Notes, the other Loan Documents and any such other documents, including, without limitation, the fees and disbursements of one joint counsel to the Lenders and the Administrative Agent, provided that, notwithstanding the foregoing, the Borrower agrees to pay or reimburse the fees and disbursements of separate counsel to any Lender or the Administrative Agent to the extent of any conflict of interest among Collateral Agent and to the Lenders or between the Lenders and the Administrative Agentseveral Lenders, (c) to pay, indemnify, or reimburse and hold each Lender and Lender, the Administrative Agent for, and hold each Lender and the Administrative Collateral Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes (other than any net income or franchise taxes), if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents documents, and (d) to pay, indemnify, and hold each Lender, the Issuing Lender Administrative Agent, the Collateral Agent, the Co-Syndication Agents, the Documentation Agent, and the Administrative Agent their Affiliates, and their respective directors, officers, employees, affiliates agents and agents advisors (each, each such person being called an "indemnified personIndemnified Party") harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, judgments and suits, and reasonable costs, expenses or disbursements disbursements, of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement Agreement, the Notes and the other Loan Documents and Documents, the use of the proceeds of the Loans Loans, including the use and reliance on electronic, telecommunications or Letters of Credit other information or transmission systems in connection with the Loan Documents (all the foregoing in this clause (d), collectively, the "indemnified liabilities"), REGARDLESS OF WHETHER OR NOT SUCH INDEMNIFIED LIABILITIES ARE IN ANY WAY OR TO ANY EXTENT CAUSED, IN WHOLE OR IN PART, BY ANY NEGLIGENT ACT OR OMISSION OF ANY KIND BY AN INDEMNIFIED PARTY, provided, that the Borrower shall have no obligation hereunder to any indemnified person an Indemnified Party with respect to indemnified liabilities (i) arising from the gross negligence or willful misconduct of such indemnified personIndemnified Party or (ii) that are found by a final, non-appealable judgment of a court to arise solely from the breach reliance by one or more third-parties to their detriment on false or misleading information (the "Delivered Information") provided directly to such third-party by such indemnified person of Indemnified Party or its Contractual Obligations to Affiliates, but such Delivered Information was not provided by, or based on information provided by, the Borrower or its Affiliates or advisors to such Indemnified Party nor was such Delivered Information available to (or based on information available to) such Indemnified Party from negotiated settlements a publicly available source. The agreements in this Section shall survive repayment of pending or threatened legal actions entered into by such indemnified person without the Borrower's consent (unless such consent has been unreasonably withheld)Notes and the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower Company agrees (a) to pay or reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement the Credit Documents and any other documents prepared in connection herewith, and the other Loan Documents consummation of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and expenses disbursements of one joint counsel to the Agents in connection with this Agreement and the other Loan DocumentsAdministrative Agent, (b) to pay or reimburse each Lender and the Administrative Agent for all its out-of-pocket their costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement or the other Loan Documents including, without limitation, the fees and disbursements of one joint counsel to the Lenders and the Administrative Agent, provided that, notwithstanding the foregoing, the Borrower agrees to pay or reimburse the fees and disbursements of separate counsel to any Lender or the Administrative Agent to the extent of any conflict of interest among the Lenders or between the Lenders and the Administrative Agent, (c) to pay, indemnify, or reimburse each Lender and the Administrative Agent forwith, 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 taxes (other than any net income or franchise taxes), if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents and (d) to pay, indemnify, and hold each Lender, the Issuing Lender and the Administrative Agent and their respective directors, officers, employees, affiliates and agents (each, an "indemnified person") 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 any Credit Document and any such other documents, including, without limitation, reasonable fees and disbursements of counsel to the Administrative Agent and each Lender incurred in connection with the foregoing and in connection with advising the Administrative Agent with respect to the execution, delivery, enforcement, performance its rights and administration of responsibilities under this Agreement and the documentation relating thereto, (c) to pay, indemnify, and to hold the Administrative Agent and each Lender 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 Loan Documents similar taxes (other than withholding taxes), if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation of any of the use transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, any Credit Document and any such other documents, and (d) to pay, indemnify, and hold the Administrative Agent and each Lender and their respective Affiliates, officers, directors, trustees, employees or agents harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including, without limitation, reasonable fees and disbursements of counsel) which may be incurred by or asserted against the 89 84 Administrative Agent or the Lenders or such Affiliates, officers, directors, trustees, employees, and agents (x) arising out of or in connection with any investigation, litigation or proceeding related to this Agreement, the other Credit Documents, the proceeds of the Loans or the Permanent Subordinated Debt and the transactions contemplated by or in respect of such use of proceeds, or any of the other transactions contemplated hereby, whether or not the Company, the Administrative Agent or any of the Lenders or such Affiliates, officers or directors is a party thereto, including, without limitation, any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Company, any of its Subsidiaries or any of the facilities and properties owned, leased or operated by the Company or any of its 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 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 subsection 3.8) (all the foregoing in this clause (d)foregoing, collectively, the "indemnified liabilities"), provided, provided that the Borrower Company shall have no obligation hereunder to any indemnified person with respect to indemnified liabilities of the Administrative Agent or any Lender or any of their respective Affiliates, officers and directors arising from (i) the gross negligence or willful misconduct of such indemnified person, from Administrative Agent or Lender or their respective directors or officers or (ii) legal proceedings commenced against the breach Administrative Agent or a Lender by any security holder or creditor thereof arising out of and based upon rights afforded any such indemnified person security holder or creditor solely in its capacity as such or (iii) legal proceedings commenced against the Administrative Agent or any such Lender by any Transferee (as defined in subsection 11.6). The agreements in this subsection 11.5 shall survive repayment of its Contractual Obligations to the Borrower or from negotiated settlements of pending or threatened legal actions entered into by such indemnified person without the Borrower's consent (unless such consent has been unreasonably withheld)Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent and the Joint Lead Arrangers for all its their reasonable and invoiced 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, without limitation, the reasonable fees and expenses disbursements of one joint Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel to the Agents in connection with this Agreement and the other Loan DocumentsAdministrative Agent, (b) to pay or reimburse each Lender and the Administrative Agent for all its reasonable and invoiced out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement or any of the other Loan Documents Documents, including, without limitation, the fees and disbursements Attorney Costs of one joint outside counsel to the Lenders and the Administrative Agent, provided that, notwithstanding the foregoing, the Borrower agrees to pay (unless there is an actual or reimburse the fees and disbursements of separate counsel to any Lender or the Administrative Agent to the extent of any perceived conflict of interest among the Lenders or between the Lenders interest, in which case each Lender affected thereby may retain its own counsel) and applicable local counsel of each Lender and of the Administrative Agent, (c) to pay, indemnify, or reimburse and indemnify and hold harmless each Lender and the Administrative each Agent forand each of their affiliates and their respective officer, directors, employees, administrative agents and hold each Lender and the Administrative Agent harmless advisors (each, an “indemnified party”) from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes (other than any net income or franchise taxes)Taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents documents, provided that the Borrower shall have no obligation hereunder to any indemnified party with respect to any of the foregoing fees or liabilities which arise from the gross negligence or willful misconduct of such indemnified party determined in a court of competent jurisdiction in a final non-appealable judgment, and (d) to pay, indemnify, and indemnify and hold harmless each Lender, the Issuing Lender and the Administrative Agent and their respective directors, officers, employees, affiliates and agents (each, an "indemnified person") harmless party from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement and Agreement, the other Loan Documents and any such other documents contemplated hereby or by any Loan Documents, including any claim, litigation, investigation or proceeding regardless of whether any indemnified person is a party thereto and whether or not the same are brought by the Borrower, its equity holders, affiliates or creditors or any other Person, including any of the foregoing relating to the use of proceeds of the Loans Revolving Loans, and including, without limitation, any of the foregoing relating to the violation of, noncompliance with, or Letters liability under, any Environmental Law or any Environmental Liability applicable to the operations of Credit the Borrower, any of its Subsidiaries or any of the properties (all the foregoing in this clause (d), collectively, the "“indemnified liabilities"”), provided, provided that the Borrower shall not have no any obligation hereunder to any indemnified person party with respect to indemnified liabilities arising from a material breach of the obligations of such indemnified party under any Loan Document or the bad faith, gross negligence or willful misconduct of such indemnified party, in each case, determined in a court of competent jurisdiction in a final non-appealable judgment. No indemnified party shall be liable for any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems, except to the extent any such damages are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such indemnified personparty. No party hereto shall be liable for any indirect, from special, exemplary, punitive or consequential damages in connection with this Agreement or the breach by such indemnified person other Loan Documents or the transactions contemplated hereby or thereby. The agreements in this subsection shall survive the termination of its Contractual Obligations to this Agreement and each other Loan Document and repayment of the Borrower or from negotiated settlements of pending or threatened legal actions entered into by such indemnified person without the Borrower's consent (unless such consent has been unreasonably withheld)Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Each Borrower agrees (a) to pay or reimburse the Administrative Agent for such Borrower’s Applicable Percentage of all its the Administrative Agent’s reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation 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, without limitation, the reasonable fees and expenses disbursements of one joint counsel to the Agents in connection with this Agreement and the other Loan DocumentsAdministrative Agent, (b) to pay or reimburse each Lender and the Administrative Agent for such Borrower’s Applicable Percentage of all its out-of-pocket such Lender’s and the Administrative Agent’s costs and expenses reasonably incurred in connection with the enforcement or preservation of any rights under this Agreement or Agreement, the other Loan Documents and any such other documents, including, without limitation, the fees and disbursements of one joint counsel to each Lender and of counsel to the Lenders Administrative Agent and any advisor (of the type contemplated by any Loan Document to be engaged by the Administrative Agent, provided that, notwithstanding the foregoing, the Borrower agrees to pay or reimburse the fees and disbursements of separate counsel to any Lender or the Administrative Agent to the extent of any conflict of interest among the Lenders or between the Lenders and ) retained by the Administrative Agent, (c) to pay, indemnify, or reimburse each Lender and the Administrative Agent for, and hold each Lender and the Administrative Agent harmless from, such Borrower’s Applicable Percentage of any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes (other than any net income or franchise similar taxes), if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents documents, and (d) to pay, indemnify, indemnify and hold the Administrative Agent, the Joint Lead Arrangers and each Lender, the Issuing Lender and the Administrative Agent their respective affiliates, and their and their affiliates’ respective officers, directors, officerstrustees, advisors, employees, affiliates agents and agents controlling persons, (each, an "“indemnified person"”) harmless from and against such Borrower’s Applicable Percentage of any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suitsclaims, penalties, costs, expenses or disbursements of any kind or nature whatsoever arising out of (i) claims, actions, suits or proceedings brought by third parties with respect to the execution, delivery, enforcement, performance and administration of this Agreement and the other Loan Documents and or the use of the proceeds of the Loans or Letters Extensions of Credit or (ii) any actual or alleged presence or release of Materials of Environmental Concern on or from any property currently or formerly owned or operated by the Company or any of its Subsidiaries, or any violation of or liability under Environmental Laws related in any way to the Company or any of its Subsidiaries (all the foregoing in this clause (d)foregoing, collectively, the "“indemnified liabilities"”), provided, that the Borrower Borrowers shall have no obligation hereunder to any indemnified person with respect to indemnified liabilities arising from (A) the gross negligence or willful misconduct of such indemnified personperson or any affiliate, from the officer, director, trustee, advisor, employee, agent or controlling person thereof, (B) any claim brought by a Borrower against an Indemnitee for such Indemnitee’s bad faith breach by of its obligations under any Loan Document or (C) legal proceedings commenced against such indemnified person by any security holder or creditor thereof arising out of and based upon rights afforded any such security holder or creditor solely in its Contractual Obligations to capacity as such. The agreements in this subsection shall survive repayment of the Borrower or from negotiated settlements of pending or threatened legal actions entered into by such indemnified person without the Borrower's consent (unless such consent has been unreasonably withheld)Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent and the Documentation Agent for all its reasonable their respective 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 Revolving Credit Commitments and Term Loans (including the reasonable expenses of the Administrative Agent's due diligence investigation)), including, without limitation, the reasonable fees and expenses disbursements of one joint counsel to the Agents in connection with this Agreement Administrative Agent and the other Loan DocumentsDocumentation Agent, (b) to pay or reimburse each Lender and the Administrative Agent for all its out-of-pocket their respective costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement or Agreement, the other Loan Documents and any such other documents, including, without limitation, the fees and disbursements of one joint counsel (including the allocated fees and expenses of in-house counsel) to the Lenders and the Administrative Agent, provided that, notwithstanding the foregoing, the Borrower agrees to pay or reimburse the fees and disbursements of separate counsel to any Lender or the Administrative Agent to the extent of any conflict of interest among the Lenders or between the respective Lenders and the Administrative Agent, (c) to pay, 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 taxes (other than any net income or franchise taxes), if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents documents, and (d) to pay, indemnify, and hold each Lender, the Issuing Lender and the Administrative Agent and their respective directors, trustees, officers, employees, affiliates employees and agents (each, an "indemnified person") harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement and Agreement, the other Loan Documents, the Transaction Documents and or the use or proposed use of the proceeds of the Loans in connection with the transactions contemplated hereby and thereby and any such other documents regardless of whether the Administrative Agent or Letters any Lender is a party to the litigation or other proceeding giving rise thereto and regardless of Credit whether any such litigation or other proceeding is brought by the Borrower or any other Person, including, without limitation, any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries or any of the facilities and properties owed, leased or operated by the Borrower or any of its Subsidiaries (all the foregoing in this clause (d), collectively, the "indemnified liabilities"), provided, provided that the Borrower shall have no obligation hereunder to the Administrative Agent or any indemnified person Lender or any other Person with respect to indemnified liabilities arising from the gross negligence or willful misconduct of such indemnified person, from the breach by such indemnified person party seeking indemnification. The agreements in this subsection shall survive repayment of its Contractual Obligations to the Borrower or from negotiated settlements of pending or threatened legal actions entered into by such indemnified person without the Borrower's consent (unless such consent has been unreasonably withheld).Loans and all other amounts payable hereunder. 107

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent and the Multicurrency Administrative Agent for all its of their respective reasonable out-of-pocket 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 includingand any other documents prepared in connection herewith or therewith, without limitationand the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and expenses disbursements of one joint counsel to the Agents in connection with this Agreement Administrative Agent and the other Loan DocumentsMulticurrency Administrative Agent and filing and recording fees and expenses, (b) to pay or reimburse each Lender Lender, Issuing Bank, the Administrative Agent and the Multicurrency Administrative Agent for all its out-of-pocket of their respective costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement or Agreement, the other Loan Documents includingand any such other documents, without limitation, including the fees and disbursements of one joint counsel to each Lender and of counsel to the Lenders Administrative Agent and the Administrative Agent, provided that, notwithstanding the foregoing, the Borrower agrees to pay or reimburse the fees and disbursements of separate counsel to any Lender or the Administrative Agent to the extent of any conflict of interest among the Lenders or between the Lenders and the Multicurrency Administrative Agent, (c) to pay, indemnify, or reimburse and hold each Lender and Lender, each Issuing Bank, the Administrative Agent for, and hold each Lender and the Multicurrency 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 taxes (other than any net income or franchise taxes), if any, which that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents documents, and (d) to pay, indemnify, and hold each Lender, the Issuing Lender Administrative Agent and the Multicurrency Administrative Agent and their respective officers, directors, officers, employees, affiliates affiliates, agents and agents controlling persons (each, an "indemnified person"“Indemnitee”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement and Agreement, the other Loan Documents and any such other documents, including any of the foregoing relating to the use of proceeds of the Loans or Letters the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of Credit any Group Member or any of the Properties and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (d), collectively, the "indemnified liabilities"“Indemnified Liabilities”), provided, ; provided that the Borrower shall have no obligation hereunder to any indemnified person Indemnitee with respect to indemnified liabilities arising 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 a material breach of this Agreement, the gross negligence or willful misconduct of such indemnified personIndemnitee. Without limiting the foregoing, from the breach by such indemnified person of its Contractual Obligations 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 from negotiated settlements any other rights of pending recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or threatened legal actions entered into nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 10.5 shall be payable not later than 10 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 10.5 shall be submitted to the Chief Financial Officer, Treasurer and Chief Legal Officer (Telephone No.: (000) 000-0000) (Telecopy No.: (000) 000-0000), at the address of the Borrower set forth in Section 10.2, or to such indemnified person without other Person or address as may be hereafter designated by the Borrower's consent (unless such consent has been unreasonably withheld)Borrower in a written notice to the Administrative Agent. The agreements in this Section 10.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees Borrowers agree, jointly and severally, (a) to pay or reimburse the Administrative Agent Agents and the Other Representatives for (1) all its reasonable their reasonable, documented and invoiced 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 includingand any other documents prepared in connection herewith or therewith, without limitation(ii) the consummation and administration of the transactions (including the syndication of the Initial Revolving 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 in accordance with the terms of the Loan Documents, and (2) the reasonable and documented fees and expenses disbursements of one joint firm of counsel, solely in its capacity as counsel to the Agents Administrative Agent, and such other special or local counsel (limited to one firm of counsel in connection with this Agreement each appropriate jurisdiction), consultants, advisors, appraisers and auditors whose retention (other than during the other Loan Documentscontinuance of an Event of Default) is approved by the Borrower Representative, (b) to pay or reimburse each Lender and Issuing Lender, each Lead Arranger and the Administrative Agent Agents for all its their reasonable, documented and invoiced out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement or Agreement, the other Loan Documents includingand any other documents prepared in connection herewith or therewith, without limitation, including the fees and disbursements of one joint counsel to the Lenders and Agents (limited to one firm of counsel for the Administrative AgentAgents and, provided thatif necessary one firm of local counsel in each appropriate jurisdiction, notwithstanding in each case for the foregoing, the Borrower agrees to pay or reimburse the fees and disbursements of separate counsel to any Lender or the Administrative Agent to the extent of any conflict of interest among the Lenders or between the Lenders and the Administrative AgentAgents), (c) to pay, indemnify, or reimburse each Lender and Issuing Lender, each Lead Arranger and the Administrative Agent Agents for, and hold 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 taxes (other than any net income or franchise similar taxes), if any, which may be payable or determined to be payable in connection with the execution and execution, delivery or enforcement of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents documents, and (d) to pay, indemnifyindemnify or reimburse each Lender and Issuing Lender, 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 Lender, the Issuing Lender and the Administrative Agent and their respective directors, officers, employees, affiliates and agents (each, an "indemnified person") Indemnitee harmless from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (in the case of fees and disbursements of counsel, limited to one firm of counsel for all Indemnitees and, if necessary, one firm of local counsel in each appropriate jurisdiction, in each case for all Indemnitees (and, in the case of an actual or perceived conflict of interest where the Indemnitee affected by such conflict informs the Borrower Representative of such conflict and thereafter, after receipt of the Borrower Representative’s consent (which shall not be unreasonably withheld), retains its own counsel, of another firm of counsel for such affected group of Indemnitees)) arising out of or relating to any actual or prospective claim, litigation, investigation or proceeding, whether based on contract, tort or any other theory, brought by a third party or by the Borrowers or any other Loan Party and regardless of whether any Indemnitee is a party thereto, with respect to (i) the execution, delivery, enforcement, performance and administration of this Agreement and Agreement, the other Loan Documents and any such other documents, including any of the foregoing relating to the use of proceeds of the Loans or 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) or (ii) the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Parent Borrower or any of its Restricted Subsidiaries or any of the property of the Parent Borrower or any of its Restricted Subsidiaries (all the foregoing in this clause (d), collectively, the "indemnified liabilities"“Indemnified 224 Liabilities”), provided, ; provided that the Borrower Borrowers shall not have no any obligation hereunder to any indemnified person 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 Indemnified Liabilities arising from or in connection with (i) the gross negligence negligence, bad faith or willful misconduct of any such indemnified personLead Arranger, Other Representative, 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 such Lead Arranger, Other Representative, 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, (iii) claims against such Indemnitee or any Related Party brought by any other Indemnitee that do not arise from an act or omission by the breach by such indemnified person Parent Borrower or any of its Contractual Obligations to Affiliates (other than claims against any Lead Arranger or Agent in its capacity as such) or (iv) any agreement governing any settlement of claims that is effected without the Borrower or from negotiated settlements of pending or threatened legal actions entered into by such indemnified person without the Borrower's Representative’s prior written consent (unless such consent has been not to be unreasonably withheld). 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 any obligation under this Subsection 11.5 to any Indemnitee with respect to any tax, levy, impost, duty, charge, fee, deduction or withholding imposed, levied, collected, withheld or assessed by any Governmental Authority. The agreements in this Subsection 11.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or ----------------------------- reimburse the Administrative Agent and the Collateral Agent for all its their respective reasonable out-of-pocket costs and expenses (in the case of taxes, limited to stamp, excise and other similar taxes) 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 (including the syndication of the Commitments) contemplated hereby and thereby, including, without limitation, the reasonable fees and expenses disbursements of one joint a single counsel (and any special or local counsel retained by such counsel to assist it) to the Agents in connection with this Agreement Administrative Agent and the other Loan DocumentsCollateral Agent, (b) to pay or reimburse each Lender Lender, the Administrative Agent and the Administrative Collateral Agent for all its out-of-pocket reasonable costs and expenses (in the case of taxes, limited to stamp, excise and other similar taxes) incurred in connection with the enforcement or preservation of any rights under this Agreement or Agreement, the Notes, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of one joint counsel to the Lenders and the Administrative Agent, provided thatthe Collateral Agent and the Lenders, notwithstanding the foregoing, the Borrower agrees to pay and any reasonable Environmental Costs arising out of or reimburse the fees and disbursements of separate counsel in any way relating to any Lender Loan Party or the Administrative Agent to the extent of any conflict of property in which any Loan Party has had any interest among the Lenders or between the Lenders and the Administrative Agentat any time, (c) to pay, indemnify, or reimburse and hold each Lender and Lender, the Administrative Agent for, and hold each Lender and the Administrative Collateral Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes (other than any net income or franchise similar taxes), if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the Notes, the other Loan Documents and any such other documents documents, and (d) to pay, indemnify, and hold each Lender, the Issuing Lender Administrative Agent and the Administrative Collateral Agent (and their respective directors, officers, employees, affiliates agents and agents (each, an "indemnified person"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 (whether or not caused by any Lender's, the Administrative Agent's, the Collateral Agent's or any of their respective directors', officers', employees', agents', successors' or assigns' negligence (other 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 and Agreement, the Notes, the other Loan Documents and any such other documents (regardless of whether the use of proceeds Administrative Agent, the Collateral Agent or any Lender is a party to the litigation or other proceeding giving rise thereto), 187 including, without limitation, any of the Loans foregoing relating to the violation of, noncompliance with or Letters liability under, any Environmental Laws or any orders, requirements or demands of Credit Governmental Authorities related thereto and applicable to the operations of the Borrower, any of its Subsidiaries or any of the Properties (all the foregoing in this clause (d), collectively, the "indemnified liabilities"), provided, that the Borrower shall have no obligation ----------------------- -------- hereunder to the Administrative Agent, the Collateral Agent or any indemnified person Lender with respect to Environmental Costs or indemnified liabilities arising to the extent such Environmental Costs or indemnified liabilities arise from (i) the gross negligence or willful misconduct of the Administrative Agent, the Collateral Agent or any such indemnified personLender (or any of their respective directors, from officers, employees, agents or successors) or (ii) legal proceedings commenced against the breach Administrative Agent, the Collateral Agent or any such Lender by any security holder or creditor thereof arising out of and based upon rights afforded any such indemnified person of security holder or creditor solely in its Contractual Obligations capacity as such. Notwithstanding the foregoing, except as provided in clauses (a), (b) and (c) above, the Borrower shall have no obligation under this subsection 11.5 to the Borrower Administrative Agent, the Collateral Agent or from negotiated settlements any Lender (or any of pending their respective directors, officers, employees, agents or threatened legal actions entered into successors) with respect to any tax, levy, impost, duty, charge, fee, deduction or withholding imposed, levied, collected, withheld or assessed by such indemnified person without any Governmental Authority. The agreements in this subsection shall survive repayment of the Borrower's consent (unless such consent has been unreasonably withheld)Notes and all other amounts payable hereunder.