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 and each Lender for all their respective reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, printing and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, together with the reasonable fees and disbursements of counsel to the Administrative Agent and each Lender, (b) to pay or reimburse each Lender and the Administrative Agent for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the Revolving Notes and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent and to the Lenders (including reasonable allocated costs of in-house legal counsel), (c) on demand, to pay, indemnify, and hold each Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, 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, the Credit Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and the Administrative Agent and their 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 the Credit Documents and any such other documents and the use, or proposed use, of proceeds of the Revolving Loans (all of the foregoing, collectively, the “indemnified liabilities”); provided, however, that the Borrower shall not have any obligation hereunder to the Administrative Agent, any Lender or any such Affiliate with respect to indemnified liabilities arising from the negligence or willful misconduct of the Administrative Agent, any such Lender or any such Affiliate, as determined by a court of competent jurisdiction. The agreements in this Section 9.5 shall survive repayment or assignment of the Revolving Loans, Revolving Notes and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees Loan Parties, jointly and severally, agree (a) to pay or reimburse the Administrative Agent and each Lender for all their respective of its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, printing preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Loan Documents and any other documents prepared in connection herewith or therewith, the syndication of the credit facilities provided herein and the consummation and administration of the transactions contemplated hereby and thereby, together with including the reasonable fees and disbursements of counsel to the Administrative Agent (not to exceed one outside counsel per jurisdiction (and, if reasonably necessary, regulatory counsel)) and each Lenderfiling and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Loan Parties prior to the Closing Date (in the case of amounts to be paid on the Closing Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Administrative Agent shall deem appropriate, (b) to pay or reimburse each Lender and the Administrative Agent for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the Revolving Notes other Loan Documents and any such other documents, including, without limitation, including the fees and disbursements of counsel (including the allocated reasonable fees and disbursements expenses of in-house counsel) (not to exceed one outside counsel per jurisdiction (and, if reasonably necessary, regulatory counsel)) to each Lender and of counsel to the Administrative Agent and (not to the Lenders exceed one outside counsel per jurisdiction (including reasonable allocated costs of in-house legal and, if reasonably necessary, regulatory counsel)), (c) on demand, to pay, indemnify, and hold each Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, 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 Credit other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and the Administrative Agent and their Affiliates respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an “Indemnitee”) harmless from and against, against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the Credit other Loan Documents and any such other documents and documents, including any of the use, or proposed use, foregoing relating to the use of proceeds of the Revolving Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of any Group Member or any of the Properties and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (limited to the attorney costs of one counsel for the Indemnitees taken as a whole, subject to, in the case of a conflict of interest, additional counsel as necessary (and, in all events, if reasonably necessary, additional regulatory counsel)) (all of the foregoingforegoing in this clause (d), collectively, the “indemnified liabilitiesIndemnified Liabilities”); , regardless of whether any Indemnitee is a party thereto, provided, however, that the Borrower no Loan Party shall not have any obligation hereunder to the Administrative Agent, any Lender or any such Affiliate Indemnitee with respect to indemnified liabilities arising Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from the bad faith, gross negligence or willful misconduct of such Indemnitee or any affiliate, director, officer, employee, advisor or agent of such Indemnitee. All amounts due under this Section 10.5 shall be payable not later than 30 days after written demand therefor. Statements payable by the Loan Parties pursuant to this Section 10.5 shall be submitted to the attention of the Chief Financial Officer of the Guarantor with a copy to the attention of the General Counsel of the Guarantor, both at the address of the Loan Parties set forth in Section 10.2, or to such other Person or address as may be hereafter designated by the Guarantor in a written notice to the Administrative Agent, any such Lender or any such Affiliate, as determined by a court of competent jurisdiction. The agreements in this Section 9.5 10.5 shall survive the termination of this Agreement and the repayment or assignment of the Revolving Loans, Revolving Notes Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Each Borrower jointly and severally agrees (a) to pay or reimburse the Administrative Agent and each Lender for all their respective its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, printing syndication and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Loan Documents and the Interest Rate Hedge Agreements, or the use of the proceeds of the Loans in connection with the Merger, and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, together with including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent and each LenderAgent, (b) to pay or reimburse each Lender and the Administrative Agent for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the Revolving Notes other Loan Documents and the Interest Rate Hedge Agreements and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to each Lender and of counsel to the Administrative Agent and to the Lenders (including reasonable allocated costs of in-house legal counsel)Agent, (c) on demand, to pay, indemnify, 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, paying stamp, excise and other 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 Credit other Loan Documents and the Interest Rate Hedge Agreements and any such other documents, and (d) to pay, indemnify, and hold each Lender and the Administrative Agent Agent, and each of their Affiliates respective Affiliates, directors, officers, employees and representatives (each, an "Indemnified Party") harmless from and against, against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the Credit other Loan Documents and any such other documents the Interest Rate Hedge Agreements, and the use, or proposed use, use of the proceeds of the Revolving Loans and the Letters of Credit, 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 Borrowers, any of their Subsidiaries or any of the Properties (all of the foregoingforegoing in this clause (d), collectively, the “indemnified liabilities”"Indemnified Liabilities"); , provided, however, that the Borrower Borrowers shall not have any no obligation hereunder to the Administrative Agent, any Lender or any such Affiliate Indemnified Party with respect to indemnified liabilities Indemnified Liabilities arising from the gross negligence or willful misconduct of the Administrative Agent, any such Lender or any such Affiliate, as determined by a court of competent jurisdictionIndemnified Party. The agreements in this Section 9.5 shall survive repayment or assignment of the Revolving Loans, Revolving Notes Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees agrees, promptly upon presentation of a statement or invoice therefor, and whether any Loan is made, (ai) to pay or reimburse the Administrative Agent and each Lender the Lead Arrangers for all of their respective reasonable out-of-out of pocket costs and expenses reasonably incurred in connection with the development, preparation, negotiation, printing negotiation and execution of, the Loan Documents, the syndication of the loan transaction evidenced by this Agreement (whether or not such syndication is completed) and any amendment, supplement or modification tohereto (whether or not executed), this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, therewith and the consummation and administration of the transactions contemplated hereby and thereby, together with the reasonable fees and disbursements of counsel to the Administrative Agent and each Lender, (b) to pay or reimburse each Lender and the Administrative Agent for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the Revolving Notes and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent and to the Lenders (including reasonable allocated costs of in-house legal counsel)Special Counsel, (cii) on demandto pay or reimburse each Credit Party for all of its respective reasonable costs and expenses, including, without limitation, reasonable fees and disbursements of counsel, reasonably incurred in connection with (x) any Default or Event of Default and any enforcement or collection proceedings resulting therefrom (including, without limitation, any reasonable costs incurred after the entry of judgment in an attempt to collect money due in the judgment) or in connection with the negotiation of any restructuring or “work out” (whether consummated or not) of the obligations of the Borrower under any of the Loan Documents and (y) the enforcement of this Section, (iii) to pay, indemnify, and hold each Lender Credit Party harmless 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 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, the Credit Loan Documents and any such other documents, and (div) to pay, indemnify, indemnify and hold each Lender Credit Party and the Administrative Agent each of their respective officers, directors, employees, affiliates, agents, controlling persons and their Affiliates attorneys (as used in this Section, each an “indemnified person”) harmless from and against, against any and all other liabilities, obligations, claims, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including, without limitation, reasonable counsel fees and disbursements) with respect to any claim, investigation or proceeding from any third party relating to this Agreement or the executionLoan Documents, delivery, enforcement, including the enforcement and performance and administration of the Credit Loan Documents and any such other documents and the use, or proposed use, use of the proceeds of the Revolving Loans (all of the foregoing, collectively, the “indemnified liabilities”), whether or not any such indemnified person is a party to this Agreement or the Loan Documents, and to reimburse each indemnified person for all reasonable legal and other expenses incurred in connection with investigating or defending any indemnified liabilities, and, if and to the extent that the foregoing indemnity may be unenforceable for any reason, the Borrower agrees to make the maximum payment permitted or not prohibited under applicable law; provided, however, that the Borrower shall not have any no obligation hereunder to the Administrative Agent, any Lender or any such Affiliate with respect to pay indemnified liabilities to any Credit Party arising from (A) the gross negligence or willful misconduct of such Credit Party or (B) disputes solely between the Administrative AgentCredit Parties and which are not related to any act or failure to act on the part of the Borrower or the failure of the Borrower or any of its Subsidiaries to perform any of their respective obligations under this Agreement or any of the other Loan Documents. Notwithstanding the foregoing, the fees and expenses referred to in clause (iv) of the preceding paragraph shall not be payable by the Borrower if (x) any such Lender enforcement action brought by such Credit Party is dismissed, with prejudice, on the pleadings or pursuant to a motion made by the Borrower for summary judgment, and (y) if such Credit Party appeals such dismissal, such dismissal is affirmed and the time for any such Affiliate, as determined by a court of competent jurisdictionfurther appeals has expired. The agreements in obligations of the Borrower under this Section 9.5 shall survive repayment or assignment the termination of this Agreement and the Commitments and the payment of the Revolving Loans, Revolving Notes and all other amounts payable hereunderunder the Loan Documents.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent and each Lender for all their respective 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, negotiation, printing preparation and execution of, and any amendment, supplement or modification to, this Agreement and the Notes and the other Credit Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, together including syndication efforts in connection with this Agreement, the reasonable fees and disbursements of counsel to the Administrative Agent (including the allocated costs of internal counsel to the Agent) and each LenderField Exams, (b) to pay or reimburse the Agent and each Lender and the Administrative Agent for all its reasonable costs and out-of-pocket expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the Revolving Notes Notes, the other Loan Documents and any such other documentsdocuments or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a "work-out" or any insolvency or bankruptcy proceeding, including, without limitation, the including reasonable fees and disbursements of legal counsel and financial advisors to the Agent and each Lender (including the allocated costs of internal counsel to the Administrative Agent and to the Lenders (including reasonable allocated costs of in-house legal counselAgent), (c) on demand, to pay, indemnify, indemnify and hold harmless 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 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 Credit Notes, the other Loan Documents and any such other documents, documents and (d) to pay, indemnify, and indemnify and hold harmless each Lender and the Administrative Agent and their Affiliates harmless from and against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costscosts (including the allocated 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, the Notes and the other Loan Documents, the Acquisitions or the use of the proceeds of the Loans or the Letters of Credit Documents and any such other documents and the use, or proposed use, of proceeds of the Revolving Loans (all of the foregoing, collectively, the “"indemnified liabilities”"); , provided, however, that the Borrower shall not have any no obligation hereunder to the Administrative Agent, Agent or any Lender or any such Affiliate with respect to indemnified liabilities arising from the gross negligence or willful misconduct of the Administrative Agent, any Agent or such Lender or any such Affiliate, as determined by a court of competent jurisdictionLender. The agreements in this Section 9.5 shall survive repayment or assignment of the Revolving Loans, Revolving Notes and all other amounts payable hereunder. The Agent and the Lenders agree to provide reasonable details and supporting information concerning any costs and expenses required to be paid by the Borrower pursuant to the terms hereof.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent and each Lender for all their respective its reasonable out-of-pocket costs and expenses incurred in connection with (i) the development, preparation, negotiation, printing and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and (ii) the consummation and administration of the transactions contemplated hereby and thereby, and (iii) any investigation, including, without limitation, background checks, performed to determine whether the Borrower and any Subsidiary of the Borrower or any officer, director, shareholder or Affiliate of the Borrower or any Subsidiary of the Borrower has violated any Anti-Terrorism Law or other similar law, in each case, together with the reasonable fees and disbursements of counsel to the Administrative Agent and each LenderAgent, (b) to pay or reimburse each Lender and the Administrative Agent for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the Revolving Notes and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent and to the Lenders (including reasonable allocated costs of in-house legal counsel), and (c) on demand, to pay, indemnify, and hold each Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, 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, the Credit Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and the Administrative Agent and their 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 the Credit Documents and any such other documents and the use, or proposed use, of proceeds of the Revolving Loans (all of the foregoing, collectively, the “"indemnified liabilities”"); provided, however, that the Borrower shall not have any obligation hereunder to the Administrative Agent, Agent or any Lender or any such Affiliate with respect to indemnified liabilities arising from the gross negligence or willful misconduct of the Administrative Agent, any such Lender Agent or any such AffiliateLender, as determined by a court of competent jurisdiction. The agreements in this Section 9.5 shall survive repayment or assignment of the Revolving Loans, Revolving Notes and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent and each Lender for all their respective reasonable its out-of-pocket costs and expenses reasonably incurred in connection with the development, preparation, negotiation, printing preparation and execution of, and any amendment, supplement or modification to, this Agreement and the enforcement or preservation of any rights under, this Agreement, the other Credit Documents Loan Documents, and any other documents prepared in connection herewith or therewiththe DIP Order, and the consummation and administration of the transactions contemplated hereby and thereby, together with including, without limitation the reasonable fees and disbursements of counsel to the Administrative Agent Lender and each other professionals engaged by Lender, (b) to pay or reimburse each Lender and the Administrative Agent for all its reasonable costs and expenses reasonably incurred in connection with the enforcement or preservation of any rights under this Agreement, the Revolving Notes other Loan Documents, the DIP Order and any such other documentsdocuments following the occurrence and during the continuance of a Default or an Event of Default, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent Lender and to the Lenders (including reasonable allocated costs of in-house legal counsel)other professionals engaged by Lender, (c) on demand, to pay, indemnify, and indemnify and hold each harmless Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the Credit Documents other Loan Documents, the DIP Order and any such other documents, and (d) to pay, indemnify, and indemnify and hold each harmless Lender (and the Administrative Agent its directors, officers, employees and their Affiliates harmless agents) 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 performance, preservation of rights and administration of this Agreement, the Credit Documents and any such other documents and Loan Documents, the use, DIP Order or proposed use, the use of the proceeds of the Revolving Loans (all of the foregoingforegoing in this clause (d), collectively, the “indemnified liabilitiesIndemnified Liabilities”); , provided, however, that the Borrower Borrowers shall not have any no obligation hereunder to the Administrative Agent, any Lender or any such Affiliate with respect to indemnified liabilities arising Indemnified Liabilities determined by the final judgment of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Administrative Agent, any such Lender or any such Affiliateits directors, as determined by a court of competent jurisdictionofficers, employees or agents. The agreements in this Section 9.5 11.7 shall survive repayment or assignment of the Revolving Loans, Revolving Notes Loans and all other amounts Obligations payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent and each Lender for all their respective reasonable its out-of-pocket costs and expenses reasonably incurred in connection with the development, preparation, negotiation, printing preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, together with including the reasonable fees and disbursements of counsel to the Administrative Agent and each Lenderfiling and recording fees and expenses, with statements with respect to the foregoing to be submitted to Borrower prior to the Closing Date (in the case of amounts to be paid on the Closing Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Administrative Agent shall deem appropriate, (b) to pay or reimburse each Lender and the Administrative Agent for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the Revolving Notes other Loan Documents and any such other documents, including, without limitation, including the reasonable fees and disbursements of counsel to each Lender and of counsel to the Administrative Agent and to the Lenders (including reasonable allocated costs of in-house legal counsel)Agent, (c) on demand, to pay, indemnify, and hold each Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, 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 Credit other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and the Administrative Agent and their Affiliates respective officers, directors, employees, affiliates, agents and controlling persons (each, an "Indemnitee") harmless from and against, against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the Credit other Loan Documents and any such other documents and documents, including any of the use, or proposed use, foregoing relating to the use of proceeds of the Revolving Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of Borrower, Guarantors or any of the Facilities 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 of the foregoingforegoing in this clause (d), collectively, the “indemnified liabilities”"Indemnified Liabilities"); , provided, however, that the Borrower shall not have any no obligation hereunder to the Administrative Agent, any Lender or any such Affiliate 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 Indemnitee. Without limiting the Administrative Agentforegoing, any such Lender and to the extent permitted by applicable law, Borrower agrees not to assert and to cause Guarantors not to assert, and hereby waives and agrees to cause Guarantors to so waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by Statute or otherwise against any Indemnitee, unless such Affiliateclaims, as determined demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, are found by a final and nonappealable decision of a court of competent jurisdictionjurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee. The agreements in this Section 9.5 10.5 shall survive repayment or assignment of the Revolving Loans, Revolving Notes Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees agrees, promptly upon presentation of a statement or invoice therefor, and whether any Loan is made (ai) to pay or reimburse the Administrative Agent and each Lender for all their respective reasonable its out-of-pocket costs and expenses reasonably incurred in connection with the development, preparation, negotiation, printing preparation and execution of, the Loan Documents and any amendment, supplement or modification tothereto (whether or not executed), this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, therewith and the consummation and administration of the transactions contemplated hereby and thereby, together with the reasonable fees and disbursements of counsel to the Administrative Agent and each Lender, (b) to pay or reimburse each Lender and the Administrative Agent for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the Revolving Notes and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel Special Counsel, (ii) to pay or reimburse the Administrative Agent and to the Lenders for all of their respective costs and expenses, including, without limitation, reasonable fees and disbursements of counsel, incurred in connection with (including reasonable allocated costs A) any Default or Event of inDefault and any enforcement or collection proceedings resulting therefrom or in connection with the negotiation of any restructuring or "work-house legal counsel)out" (whether consummated or not) of the obligations of the Credit Parties under any of the Loan Documents and (B) the enforcement of this Section, (ciii) on demand, to pay, indemnify, and hold each Lender and the Administrative Agent harmless fromfrom and against, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other 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, the Credit Loan Documents and any such other documents, and (div) to pay, indemnify, indemnify and hold each Lender and the Administrative Agent and each of their Affiliates respective officers, directors and employees harmless from and against, against any and all other liabilities, obligations, claims, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including, without limitation, reasonable counsel fees and disbursements) with respect to the execution, delivery, enforcement, performance and administration enforcement of the Credit Loan Documents and any such other documents and the use, or proposed use, use of the proceeds of the Revolving Loans (all of the foregoing, collectively, the “"indemnified liabilities”)") and, if and to the extent that the ----------------------- foregoing indemnity may be unenforceable for any reason, the Borrower agrees to make the maximum payment permitted or not prohibited under applicable law; provided, however, that the Borrower shall not have any no obligation hereunder to pay indemnified liabilities to the Administrative Agent, Agent or any Lender or any such Affiliate with respect to indemnified liabilities arising from the finally adjudicated gross negligence or willful misconduct of the Administrative Agent, any Agent or such Lender or any such Affiliate, as determined by a court of competent jurisdictionclaims between one indemnified party and another indemnified party. The agreements in this Section 9.5 shall survive repayment or assignment the termination of the Revolving Loans, Revolving Notes Aggregate Commitments and the payment of all other amounts payable hereunderunder the Loan Documents.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent and each Lender Agents for all their respective reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, printing preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, together with including the reasonable fees and disbursements of counsel to the Administrative each Agent and each Lenderfiling and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Borrower prior to the Closing Date (in the case of amounts to be paid on the Closing Date) and from time to time thereafter on a quarterly basis or such other periodic basis as such Agent shall deem appropriate, (b) to pay or reimburse each Lender and the Administrative Agent for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the Revolving Notes other Loan Documents and any such other documents, including, without limitation, including the reasonable fees and disbursements of counsel to the Administrative Agent and to the Lenders (including reasonable the allocated costs fees and expenses of in-house legal counsel)) to each Lender and of counsel to each Agent, (c) on demand, to pay, indemnify, and hold each Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, 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 Credit other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and the Administrative Agent and their Affiliates respective officers, directors, employees, affiliates, agents and controlling persons (each, an "INDEMNITEE") harmless from and against, against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the Credit other Loan Documents and any such other documents and documents, including any of the use, or proposed use, foregoing relating to the use of proceeds of the Revolving Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower any of its Subsidiaries or any of the Properties 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 of the foregoingforegoing in this clause (d), collectively, the “indemnified liabilities”"INDEMNIFIED LIABILITIES"); provided, howeverPROVIDED, that the Borrower shall not have any no obligation hereunder to the Administrative Agent, any Lender or any such Affiliate 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 Indemnitee. Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 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 Ira Xxxxxx (Xxlephone No. (954) 433-0000) (Xelecopy No. (954) 000-0000), xt the address of the Borrower set forth in Section 10.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent, any such Lender or any such Affiliate, as determined by a court of competent jurisdiction. The agreements in this Section 9.5 10.5 shall survive repayment or assignment of the Revolving Loans, Revolving Notes 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 Lender for all their respective its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, printing preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, together with including, without limitation, the reasonable fees fees, disbursements and disbursements other charges of counsel to the Administrative Agent and each LenderAgent, (b) to pay or reimburse each Lender and the Administrative Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the Revolving Notes other Credit Documents and any such other documents, including, without limitation, the reasonable fees fees, disbursements and disbursements other charges of counsel to each Lender and of counsel to the Administrative Agent and to the Lenders (including reasonable allocated costs of in-house legal counsel)Agent, (c) on demand, to pay, indemnify, and hold harmless each Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, 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 Credit Documents and any such other documents, and (d) to pay, indemnify, and hold harmless each Lender and the Administrative Agent and their Affiliates harmless respective directors, officers, employees, trustees and agents 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 whatsoever, including, without limitation, reasonable and documented fees, disbursements and other charges of counsel, with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Credit Documents and any such other documents and the usedocuments, or proposed useincluding, of proceeds without limitation, any of the Revolving Loans foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries or any of the Properties (all of the foregoingforegoing in this clause (d), collectively, the “"indemnified liabilities”"); provided, however, provided that the Borrower shall not ----------------------- -------- have any no obligation hereunder to the Administrative Agent, Agent or any Lender or nor any such Affiliate of their respective directors, officers, employees and agents with respect to indemnified liabilities arising from (i) the gross negligence or willful misconduct of the party to be indemnified or (ii) disputes among the Administrative Agent, any such Lender or any such Affiliate, as determined by a court of competent jurisdictionthe Lenders and/or their transferees. The agreements in this Section 9.5 13.5 shall survive repayment or assignment of the Revolving Loans, Revolving Notes Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower Company agrees (a) to pay or reimburse the Administrative Agent, the Documentation Agent and each Lender the Arranger for all their respective reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, printing preparation and execution of, and any amendment, supplement or modification to, this Agreement and of the other Credit Documents and any other documents prepared in connection herewith or therewithherewith, and the consummation and administration of the transactions contemplated hereby and thereby, together with the reasonable fees and disbursements of counsel to the Administrative Agent and each Lender, (b) to pay or reimburse each Lender and the Administrative Agent for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the Revolving Notes and any such other documents, including, without limitation, the reasonable fees and disbursements of one counsel to the Administrative Agent, the Documentation Agent and the Arranger, (b) to pay or reimburse all of the Lenders (reasonable expenses, including without limitation, reasonable allocated costs fees and expenses of incounsel, incurred by the Administrative Agent in connection with the administration of the facilities provided for herein or in connection with any amendments, waivers, work-house legal counsel)outs or restructurings in respect thereof, (c) on demandto pay or reimburse the Administrative Agent, the Documentation Agent, the Arranger, the Issuing Lender and each Lender for all their costs and expenses incurred in connection with, and to pay, indemnify, and hold the Administrative Agent, the Documentation Agent, the Arranger, the Issuing Bank and each Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, 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, the Credit Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and the Administrative Agent and their Affiliates harmless from and against, against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to arising out of or in connection with, the execution, delivery, enforcement, performance and administration enforcement or preservation of the any rights under any Credit Documents Document and any such other documents documents, including, without limitation, reasonable fees and disbursements of counsel to the Administrative Agent, the Arranger and each Lender incurred in connection with the foregoing and in connection with advising the Administrative Agent with respect to its rights and responsibilities under this Agreement and the usedocumentation relating thereto, (d) to pay, indemnify, and to hold the Administrative Agent, the Documentation Agent, the Arranger and each Lender harmless from any and all recording and filing fees and any and all liabilities with respect to, or proposed useresulting from any delay in paying, stamp, excise and other 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 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 Documentation Agent, the Arranger, the Issuing Bank 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 hatsoever (including, without limitation, reasonable fees and disbursements of counsel) which may be incurred by or asserted against the Administrative Agent, the Documentation Agent, the Arranger, the Issuing Bank 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 Revolving Loans or the 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 Administrative Agent, the Documentation Agent, the Arranger, the Issuing Bank 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 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(e)(y) is intended to limit the Company's obligations pursuant to subsection 3.8) (all of the foregoing, collectively, the “indemnified liabilities”"INDEMNIFIED LIABILITIES"); provided, however, PROVIDED that the Borrower Company shall not have any no obligation hereunder to the Administrative Agent, any Lender or any such Affiliate with respect to indemnified liabilities of the Administrative Agent, the Documentation Agent, the Arranger, the Issuing Bank 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 Documentation Agent, the Arranger, the Issuing Bank or Lender by any security holder or creditor thereof arising out of and based upon rights afforded any such security holder or creditor solely in its capacity as such or (iii) legal proceedings commenced against the Administrative Agent, the Documentation Agent, the Arranger, the Issuing Bank or any such Lender by any Transferee (as defined in subsection 11.6). Without limiting the foregoing, and to the extent permitted by applicable law, the Company agrees not to assert, and hereby waives (and shall cause the Subsidiaries not to assert and to waive) all rights for contribution or any such Affiliateother rights of recovery with respect to all liabilities, as determined obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, under or related to Environmental Laws, that any of them might have by a court of competent jurisdictionstatute or otherwise against the Administrative Agent, the Documentation Agent, the Arranger, the Issuing Lender or any Lender. The agreements in this Section 9.5 subsection 11.5 shall survive repayment or assignment of the Revolving Loans, Revolving Notes Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees agrees, promptly upon presentation of a statement or invoice therefor, and whether any Loan is made (ai) to pay or reimburse the Administrative Agent and each Lender for all their respective reasonable its out-of-pocket costs and expenses reasonably incurred in connection with the development, preparation, negotiation, printing preparation and execution of, the Loan Documents and the syndication thereof and any amendment, supplement or modification tothereto (whether or not executed), this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, therewith and the consummation and administration of the transactions contemplated hereby and thereby, together with the reasonable fees and disbursements of counsel to the Administrative Agent and each Lender, (b) to pay or reimburse each Lender and the Administrative Agent for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the Revolving Notes and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel Special Counsel, (ii) to pay or reimburse the Administrative Agent and to the Lenders for all of their respective costs and expenses, including, without limitation, reasonable fees and disbursements of counsel, reasonably incurred in connection with (including reasonable allocated costs A) any Default or Event of inDefault and any enforcement or collection proceedings resulting therefrom or in connection with the negotiation of any restructuring or "work-house legal counsel)out" (whether consummated or not) of the obligations of the Borrower under any of the Loan Documents, (cB) on demandthe enforcement of this Section and (C) any appraisal required in connection with any real Property at any time in the future taken as collateral security for any obligations under the Loan Documents, (iii) to pay, indemnify, and hold each Lender and the Administrative Agent harmless fromfrom and against, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other 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, the Credit Loan Documents and any such other documents, and (div) to pay, indemnify, indemnify and hold each Lender and the Administrative Agent and each of their Affiliates respective officers, directors and employees harmless from and against, against any and all other liabilities, obligations, claims, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including, without limitation, reasonable counsel fees and disbursements) with respect to the execution, delivery, enforcement, enforcement and performance and administration of the Credit Documents and any such other documents and Loan Documents, the use, or proposed use, use of the proceeds of the Revolving Loans and the enforcement and performance of the provisions of any subordination agreement in favor of the Agent and the Lenders (all of the foregoing, collectively, the “"indemnified liabilities”)") and, if and to the extent that the foregoing indemnity may be unenforceable for any reason, the Borrower agrees to make the maximum payment permitted or not prohibited under applicable law; provided, however, that the Borrower shall not have any no obligation hereunder to pay indemnified liabilities to the Administrative Agent, Agent or any Lender or any such Affiliate with respect to indemnified liabilities arising from the finally adjudicated gross negligence or willful misconduct of the Administrative Agent, any Agent or such Lender or any such Affiliate, as determined by a court of competent jurisdictionclaims between one indemnified party and another indemnified party. The agreements in this Section 9.5 shall survive repayment or assignment the termination of the Revolving Loans, Revolving Notes Aggregate Commitments and the payment of all other amounts payable hereunderunder the Loan Documents.

Payment of Expenses and Taxes. The Borrower Company agrees (a) to pay or reimburse the Administrative Agent and each Lender for all their respective reasonable its out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, printing preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewithherewith, and the consummation and administration of the transactions contemplated hereby and thereby, together with the reasonable fees and disbursements of counsel to the Administrative Agent and each Lender, (b) to pay or reimburse each Lender and the Administrative Agent for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the Revolving Notes and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent and to the Lenders (including reasonable allocated costs of in-house legal counsel)Agent, (cb) on demandto pay or reimburse each Bank and the Administrative Agent for all their costs and expenses incurred in connection with, and to pay, indemnify, and hold each Lender and the Administrative Agent and each 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 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 Bank incurred in connection with the foregoing and in connection with advising the Administrative Agent with respect to its rights and responsibilities under this Agreement and the documentation relating thereto, (c) to pay, indemnify, and to hold the Administrative Agent and each 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 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 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, the any Credit Documents Document and any such other documents, and (d) to pay, indemnify, and hold each Lender and the Administrative Agent and each Bank and their Affiliates respective officers and directors harmless from and against, against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including, without limitation, reasonable fees and disbursements of counsel) which may be incurred by or asserted against the Administrative Agent or the Banks (x) arising out of or in connection with respect any investigation, litigation or proceeding related to this Agreement, the executionother Credit Documents, delivery, enforcement, performance and administration of the Credit Documents and any such other documents and the use, or proposed use, of proceeds of the Revolving Loans Loans, or any of the other transactions contemplated hereby, whether or not the Administrative Agent or any of the Banks is a party thereto, 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 10.5(d)(y) is intended to limit the Company's obligations pursuant to Section 2.8) (all of the foregoing, collectively, the “"indemnified liabilities”"); provided, however, provided that the Borrower Company shall not have any no obligation hereunder to the Administrative Agent, any Lender or any such Affiliate with respect to indemnified liabilities of the Administrative Agent or any Bank or any of their respective officers and directors arising from (i) the gross negligence or willful misconduct of such Administrative Agent or Bank or their respective directors or officers or (ii) legal proceedings commenced against the Administrative AgentAgent or a Bank by any security holder or creditor (other than a beneficiary of a Letter of Credit in its capacity as such, unless such indemnified liabilities arise from the gross negligence or willful misconduct of such Administrative Agent or Bank or their respective directors or officers) thereof arising out of and based upon rights afforded any such Lender security holder or creditor solely in its capacity as such or (iii) legal proceedings commenced against the Administrative Agent or any such Affiliate, Bank by any Transferee (as determined by a court of competent jurisdictiondefined in subsection 10.6). The agreements in this Section 9.5 subsection 10.5 shall survive repayment or assignment of the Revolving Loans, Revolving Notes and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees Credit Parties agree (a) to pay or reimburse the Administrative Agent and each Lender the Arranger for all their respective reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, printing and execution of, and any amendment, supplement or modification to, this Credit Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, together with the reasonable fees and disbursements of counsel to the Administrative Agent and each Lenderthe Arranger, (b) to pay or reimburse each Lender and the Administrative Agent for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, Credit Agreement and the Revolving Notes and any such other documentsCredit Documents, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent and to the Lenders (including reasonable allocated costs of in-house legal counsel), and (c) on demand, to pay, indemnify, and hold each Lender and Lender, the Administrative Agent and the 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 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, the Credit Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and Lender, the Administrative Agent Agent, the Arranger and their Affiliates and their respective officers, directors, employees, partners, members, counsel, agents, representatives, advisors and affiliates (collectively called 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 with respect to the execution, delivery, enforcement, performance and administration of the Credit Documents and any such other documents and the use, or proposed use, of proceeds of the Revolving Loans and (e) to pay any civil penalty or 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 100 disbursements) incurred in connection with defense thereof by the Administrative Agent or any Lender as a result of the funding of Loans, the issuance of Letters of Credit, the acceptance of payments or of Collateral due under the Credit Documents (all of the foregoing, collectively, the “indemnified liabilities”"Indemnified Liabilities"); provided, however, that the Borrower shall not have any obligation hereunder to the Administrative Agent, any Lender or any such Affiliate an Indemnitee with respect to indemnified liabilities Indemnified Liabilities arising from the gross negligence or willful misconduct of the Administrative Agent, any such Lender or any such AffiliateIndemnitee, as determined by a court of competent jurisdictionjurisdiction pursuant to a final non-appealable judgment. The agreements in this Section 9.5 shall survive repayment or assignment of the Revolving Loans, Revolving Notes and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative each Agent and each Lender for all their respective of its reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, printing preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, together with including the reasonable and documented fees and disbursements of one firm of counsel to the Administrative Agent and each Lenderfiling and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Borrower prior to the Closing Date (in the case of amounts to be paid on the Closing Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Administrative Agent shall deem appropriate, (b) to pay or reimburse each Lender and the Administrative Agent for all of its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the Revolving Notes other Loan Documents and any such other documents, including, without limitation, including the reasonable fees and disbursements of counsel to the Administrative Agent each Lender and of counsel to the Lenders (including reasonable allocated costs of in-house legal counsel)such Agent, (c) on demand, to pay, indemnify, 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 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 Credit other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and the Administrative Agent and their Affiliates respective officers, directors, employees, affiliates, agents and controlling persons (each, an "Indemnitee") harmless from and against, against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the Credit other Loan Documents and any such other documents and documents, including any of the use, or proposed use, foregoing relating to the use of proceeds of the Revolving Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of any Group Member or any of the Properties and the reasonable and documented 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 of the foregoingforegoing in this clause (d), collectively, the “indemnified liabilities”"Indemnified Liabilities"); , provided, howeverthat the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities have resulted from the gross negligence or willful misconduct of such Indemnitee, and provided further, that the Borrower shall not be liable for settlement of any proceeding which is effected without the Borrower's consent (such consent not to be unreasonably withheld). Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any obligation hereunder 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 Xxxxxxxxxxx Xxxxx (Telephone No. 000-000-0000) (Telecopy No. 610-239-1108), or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent, any Lender or any such Affiliate with respect to indemnified liabilities arising from the negligence or willful misconduct of the Administrative Agent, any such Lender or any such Affiliate, as determined by a court of competent jurisdiction. The agreements in this Section 9.5 10.5 shall survive repayment or assignment of the Revolving Loans, Revolving Notes Loans 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 and each Lender for all their respective its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, printing and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, together with the reasonable fees and disbursements of counsel to each Lender and the Administrative Agent and each LenderAgent, (b) to pay or reimburse each Lender and the Administrative Agent for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the Revolving Notes and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent and to the Lenders (including reasonable allocated costs of in-house legal counsel), and (c) on demand, to pay, indemnify, and hold each Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, 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, the Credit Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and the Administrative Agent and their Affiliates (collectively, the Indemnified 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 (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 the Credit Documents and any such other documents and the use, or proposed use, of proceeds of the Revolving Loans (all of the foregoing, collectively, the a “indemnified liabilitiesThird Party Claim”); provided, however, that the Borrower shall not have any obligation hereunder to the Administrative Agent, Agent or any Lender or any such Affiliate with respect to indemnified liabilities Third Party Claims arising from the gross negligence or willful misconduct of the Administrative Agent, any such Lender Agent or any such AffiliateLender, as determined by a court of competent jurisdictionjurisdiction 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 counsel employed by the Borrower, and that such counsel shall be at the expense of 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, in which case such 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 (such consent not to be unreasonably withheld). The agreements in this Section 9.5 shall survive repayment or assignment of the Revolving Loans, Revolving Notes and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees Credit Parties agree (a) to pay or reimburse the Administrative Agent and each Lender the Arranger for all their respective reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, printing and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewiththerewith (including, without limitation, all CUSIP fees for registration with S&P's CUSIP Service Bureau, and the consummation and administration of the transactions contemplated hereby and thereby, together with the reasonable fees and disbursements of counsel to the Administrative Agent and each Lenderthe Arranger, (b) to pay or reimburse each Lender and the Administrative Agent for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, Agreement and the Revolving Notes and any such other documentsCredit Documents, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent and to the Lenders (including reasonable allocated costs of in-house legal counsel), (c) on demand, to pay, indemnify, and hold each Lender Lender, the Administrative Agent, the Arranger and the Administrative Agent Other Agents harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, 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, the Credit Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and Lender, the Administrative Agent Agent, the Arranger, the Other Agents and their Affiliates and their respective officers, directors, employees, partners, members, counsel, agents, representatives, advisors and affiliates (collectively called the "Indemnitees") harmless from and against, any and all other liabilities, obligations, losses, damages, penalties, 106 actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of the Credit Documents and any such other documents and the use, or proposed use, of proceeds of the Revolving Loans and (e) to pay any civil penalty or 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 Loans, the issuance of Letters of Credit, the acceptance of payments or of Collateral due under the Credit Documents (all of the foregoing, collectively, the “indemnified liabilities”"Indemnified Liabilities"); provided, however, that the Borrower shall not have any obligation hereunder to the Administrative Agent, any Lender or any such Affiliate an Indemnitee with respect to indemnified liabilities Indemnified Liabilities arising from the gross negligence or willful misconduct of the Administrative Agent, any such Lender or any such AffiliateIndemnitee, as determined by a court of competent jurisdictionjurisdiction pursuant to a final non-appealable judgment. The agreements in this Section 9.5 shall survive repayment or assignment of the Revolving Loans, Revolving Notes and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agents, the Arrangers and the Documentation Agent and each Lender for all their respective reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, printing and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, together with the reasonable fees and disbursements of Xxxxx & Xxx Xxxxx, PLLC, counsel to the Administrative Agent Agents and each Lenderthe Arrangers, (b) to pay or reimburse each Agent and each Lender and the Administrative Agent for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, Agreement and the Revolving Notes and any such other documentsCredit Documents, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent Agents and to the Lenders (including reasonable allocated costs of in-house legal counsel)Lenders, and (c) on demand, to pay, indemnify, and hold each Agent and each Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, 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, the Credit Documents and any such other documents, and (d) to pay, indemnify, and hold each Agent and each Lender and the Administrative Agent and their respective Affiliates (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 the Credit Documents and any such other documents and the use, or proposed use, of proceeds of the Revolving Loans (all of the foregoing, collectively, the “indemnified liabilities”"INDEMNIFIED LIABILITIES"); providedPROVIDED, howeverHOWEVER, that the Borrower shall not have any obligation hereunder to the Administrative Agent, any Lender or any such Affiliate an Indemnified Person with respect to indemnified liabilities to the extent arising from the negligence gross negligence, bad faith or willful misconduct of the Administrative Agent, any such Lender or any such AffiliateIndemnified Person, as determined by a court of competent 108 jurisdiction. The agreements in this Section 9.5 shall survive repayment or assignment of the Revolving Loans, Revolving Notes and all other amounts payable hereunderCredit Party Obligations.

Payment of Expenses and Taxes. The Borrower agrees agrees, promptly upon presentation of a statement or invoice therefor, and whether any Loan is made (ai) to pay or reimburse the Administrative Agent, the Syndication Agent and each Lender the Co-Arrangers for all their respective reasonable out-of-pocket costs and expenses reasonably incurred in connection with the development, preparation, negotiation, printing preparation and execution of, of the Loan Documents and any amendment, supplement or modification tothereto (whether or not executed), this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, therewith and the consummation and administration of the transactions contemplated hereby and thereby, together with the reasonable fees and disbursements of counsel to the Administrative Agent and each Lender, (b) to pay or reimburse each Lender and the Administrative Agent for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the Revolving Notes and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel Special Counsel, (ii) to pay or reimburse the Administrative Agent Agent, the Syndication Agent, the Co-Arrangers, and to the Lenders for all of their respective costs and expenses, including, without limitation, reasonable fees and disbursements of counsel (including reasonable allocated costs of in-house legal internal counsel), incurred in connection with (cA) on demandany Default or Event of Default and any enforcement or collection proceedings resulting therefrom or in connection with the negotiation of any restructuring or "work-out" (whether consummated or not) of the obligations of the Credit Parties under any of the Loan Documents and (B) the enforcement of this Section, (iii) to pay, indemnify, and hold the Administrative Agent, the Syndication Agent, the Co-Arrangers, and each Lender harmless 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 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, the Credit Loan Documents and any such other documents, and (div) to pay, indemnifyindemnify and hold the Administrative Agent, the Syndication Agent, the Co-Arrangers, and hold each Lender Lender, and the Administrative Agent each of their respective officers, directors and their Affiliates employees, harmless from and against, 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, without limitation, reasonable counsel fees and disbursements) with respect to the execution, delivery, enforcement, enforcement and performance and administration of the Credit Documents and any such other documents and Loan Documents, the use, or proposed use, use of the proceeds of the Revolving Loans and the enforcement and performance of the provisions of any subordination agreement in favor of the Administrative Agent and the Lenders (all of the foregoing, collectively, the “"indemnified liabilities”)") and, if and to the extent that the foregoing ------------------------ indemnity may be unenforceable for any reason, the Borrower agrees to make the maximum payment permitted or not prohibited under applicable law; provided, however, that the Borrower shall not have any no obligation hereunder to pay indemnified liabilities to the Administrative Agent, the Syndication Agent, the Co- Arrangers, or any Lender or any such Affiliate with respect to indemnified liabilities the extent arising from the such indemnified party's gross negligence or willful misconduct of the Administrative Agent, any such Lender or any such Affiliate, as determined by a court of competent jurisdictionclaims between one indemnified party and another indemnified party. The agreements in this Section 9.5 shall survive repayment or assignment the payment of the Revolving Loans, Revolving Notes and all other amounts payable hereunderunder the Loan Documents.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent and each Lender for all their respective reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, printing and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, together with the reasonable fees and disbursements of counsel to the Administrative Agent and each Lender, (b) to pay or reimburse each Lender and the Administrative Agent for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the Revolving Notes and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent and to the Lenders (including reasonable allocated costs of in-house legal counsel), (c) on demand, to pay, indemnify, and hold each Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, 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, the Credit Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and the Administrative Agent and their 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 the Credit Documents and any such other documents and the use, or proposed use, of proceeds of the Revolving Loans (all of the foregoing, collectively, the “indemnified liabilities”); provided, however, that the Borrower shall not have any obligation hereunder to the Administrative Agent, any Lender or any such Affiliate with respect to indemnified liabilities arising from the negligence or willful misconduct of the Administrative Agent, any such Lender or any such Affiliate, as determined by a court of competent jurisdiction. The agreements in this Section 9.5 shall survive repayment or assignment of the Revolving Loans, Revolving the Notes and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent and each Lender Lenders for all their respective its reasonable out-of-out of pocket costs and expenses incurred in connection with the development, preparation, negotiation, printing preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, together with including the reasonable fees and disbursements of counsel to the Administrative Agent Lenders and each Lenderfiling and recording fees and expenses, with statements with respect to the foregoing initially expected (assuming the Closing Date occurs) to be submitted to the Borrower prior to the Borrowing Date (in the case of amounts to be paid on the Borrowing Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Lenders shall deem appropriate, (b) to pay or reimburse each Lender and the Administrative Agent for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the Revolving Notes other Loan Documents and any such other documents, including, without limitation, including the reasonable fees and disbursements of counsel to the Administrative Agent and to the Lenders (including reasonable the allocated costs fees and expenses of in-house legal counsel)) to each Lender, (c) on demand, to pay, indemnify, and hold each Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, 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 Credit other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and the Administrative Agent their respective officers, directors, employees, affiliates, agents and their Affiliates controlling persons (each, an “Indemnitee”) harmless from and against, against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the Credit other Loan Documents (regardless of whether any Loan Party is or is not a party to any such actions or suits) and any such other documents and documents, including any of the use, or proposed use, foregoing relating to the use of proceeds of the Revolving Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of any Group Member or any of the Properties and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all of the foregoingforegoing in this clause (d), collectively, the “indemnified liabilitiesIndemnified Liabilities”); , provided, however, that the Borrower shall not have any no obligation hereunder to the Administrative Agent, any Lender or any such Affiliate 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 Indemnitee. Without limiting the Administrative Agentforegoing, any such Lender and to the extent permitted by applicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 9.5 shall be payable not later than ten days after written demand therefor. Statements payable by the Borrower pursuant to this Section 9.5 shall be submitted to Chief Financial Officer (Telephone No. (000) 000-0000) (Telecopy No. (000) 000-0000), at the address of the Borrower set forth in Section 9.2, or to such Affiliate, other Person or address as determined may be hereafter designated by the Borrower in a court of competent jurisdictionwritten notice to the Lenders. The agreements in this Section 9.5 shall survive repayment or assignment of the Revolving Loans, Revolving Notes 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 Lender Agents for all their respective reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, printing preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, together with including the reasonable fees fees, disbursements and disbursements other charges of counsel to the Administrative Agent and each LenderAgents, (b) to pay or reimburse each Lender and the Administrative Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the Revolving Notes other Credit Documents and any such other documents, including, without limitation, including the reasonable fees fees, disbursements and disbursements other charges of counsel to each Lender and of counsel to the Administrative Agent and to the Lenders (including reasonable allocated costs of in-house legal counsel)Agent, (c) on demand, to pay, indemnify, and hold harmless each Lender and the Administrative Agent harmless from, from any and all recording and filing fees and any stamp, excise, property or other similar taxes and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar paying such fees or taxes, if any, which that may be payable or determined to be payable in connection with the execution and registration, 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 (including any payments hereunder), the other Credit Documents and any such other documents, and (d) to pay, indemnify, and hold harmless each Lender and the Administrative Agent and their Affiliates harmless respective directors, officers, employees, trustees and agents 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 whatsoever, including reasonable and documented fees, disbursements and other charges of counsel, with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Credit Documents and any such other documents and the usedocuments, or proposed use, of proceeds including any of the Revolving Loans foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law or any actual or alleged presence of Hazardous Materials applicable to the operations of the Borrower, any of its Subsidiaries or any of the Real Estate (all of the foregoingforegoing in this clause (d), collectively, the “indemnified liabilities”); provided, however, provided that the Borrower shall not have any no obligation hereunder to the Administrative Agent, Agent or any Lender or nor any such Affiliate of their respective directors, officers, employees and agents with respect to indemnified liabilities arising from (i) the gross negligence or willful misconduct of the Administrative Agentparty to be indemnified to the extent determined in a final, any such Lender or any such Affiliate, as determined by non-appealable judgment of a court of competent jurisdictionjurisdiction to have resulted primarily form its gross negligence or willful misconduct or material breach of its obligations hereunder or under any other Credit Document or (ii) disputes among the Administrative Agent, the Lenders and/or their transferees. The agreements in this Section 9.5 13.5 shall survive repayment or assignment of the Revolving Loans, Revolving Notes 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 Lender for all their respective its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, printing preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, together with including, without limitation, the reasonable fees fees, disbursements and disbursements other charges of counsel to the Administrative Agent and each Lender, (b) to pay or reimburse each the Lender and the Administrative Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the Revolving Notes other Credit Documents and any such other documents, including, without limitation, the reasonable fees fees, disbursements and disbursements other charges of counsel to the Administrative Agent and to the Lenders (including reasonable allocated costs of in-house legal counsel)Lender, (c) on demand, to pay, indemnify, and hold each harmless 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 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 Credit Documents and any such other documents, and (d) to pay, indemnify, and hold each harmless the Lender and the Administrative Agent its directors, officers, employees, trustees and their Affiliates harmless agents 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 whatsoever, including, without limitation, reasonable and documented fees, disbursements and other charges of counsel, with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Credit Documents and any such other documents and the usedocuments, or proposed useincluding, of proceeds without limitation, any of the Revolving Loans foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries or any of the Properties (all of the foregoingforegoing in this clause (d), collectively, the “indemnified liabilities”"INDEMNIFIED LIABILITIES"); provided, however, PROVIDED that the Borrower shall not have any no obligation hereunder to the Administrative AgentLender nor any of its directors, any Lender or any such Affiliate officers, employees and agents with respect to indemnified liabilities arising from (i) the gross negligence or willful misconduct of the Administrative Agent, any such party to be indemnified or (ii) disputes between the Lender or any such Affiliate, as determined by a court of competent jurisdictionand its transferee(s). The agreements in this Section 9.5 11.5 shall survive repayment or assignment of the Revolving Loans, Revolving Notes 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 and each Lender the Banks for all their respective reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, printing preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit DIP Financing Documents and any other documents prepared in connection herewith or therewithherewith, and the consummation and administration of the transactions contemplated hereby and thereby, together with the reasonable fees and disbursements of counsel to the Administrative Agent and each Lender, (b) to pay or reimburse each Lender and the Administrative Agent for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the Revolving Notes and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent and the Bank group (and, in an amount not to exceed $25,000, the individual Banks), and accountants and financial advisors to the Lenders (including reasonable allocated costs of in-house legal counsel)Agent and/or the Bank group, (cb) on demandto pay or reimburse each Bank and the Agent for all their reasonable costs and expenses incurred in connection with, and to pay, indemnify, and hold the Agent and each Lender 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 arising out of or in connection with, the enforcement or preservation of any rights under any DIP Financing Document and any such other documents, including, without limitation, reasonable fees and disbursements of counsel to the Agent and each Bank incurred in connection with the foregoing and in connection with advising the Agent with respect to its rights and responsibilities under this Agreement and the Administrative documentation relating thereto, (c) to pay, indemnify, and to hold the Agent and each 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 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 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, the Credit Documents any DIP Financing Document and any such other documents, and (d) to pay, indemnify, and hold each Lender and the Administrative Agent and each Bank and their Affiliates respective officers and directors harmless from and against, against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including, without limitation, reasonable fees and disbursements of counsel) which may be incurred by or asserted against the Agent or the Banks (x) arising out of or in connection with respect any investigation, litigation or proceeding related to this Agreement, the executionother DIP Financing Documents, delivery, enforcement, performance and administration of the Credit Documents and any such other documents and the use, or proposed use, of proceeds of the Revolving DIP 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 Agent or any of the Banks is a party thereto, 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 11.5 is intended to limit the Borrowers' obligations pursuant to Section 3.4) (all of the foregoing, collectively, the “"indemnified liabilities”"); provided, however, provided that the Borrower Company shall not have any no obligation hereunder to the Administrative Agent, any Lender or any such Affiliate with respect to indemnified liabilities of the Agent or any Bank or any of their respective officers and directors arising from (i) the gross negligence or willful misconduct of such Agent or Bank or their respective directors or officers or (ii) legal proceedings commenced against the Administrative Agent, Agent or a Bank by any security holder or creditor thereof arising out of and based upon rights afforded any such Lender security holder or creditor solely in its capacity as such or (iii) legal proceedings commenced against the Agent or any such Affiliate, Bank by any Transferee (as determined by a court of competent jurisdictiondefined in Section 11.6). The agreements in this Section 9.5 11.5 shall survive repayment or assignment of the Revolving Loans, Revolving Notes DIP Loans and all other amounts payable hereunder. No approval of the Bankruptcy Court shall be required with respect to the payments contemplated by this Section 11.5.

Payment of Expenses and Taxes. The Borrower Quiksilver agrees (a) to pay or reimburse the Administrative Agent and each Lender for all their respective 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, negotiation, printing preparation and execution of, and any amendment, supplement or modification to, this Agreement and the Notes and the other Credit Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, together including syndication efforts in connection with this Agreement and, the reasonable fees and disbursements of counsel to the Administrative Agent and each Lender(including the allocated costs of internal counsel to the Agent), (b) to pay or reimburse the Agent and each Lender and the Administrative Agent for all its reasonable costs and out-of-pocket expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the Revolving Notes Notes, the other Loan Documents and any such other documentsdocuments or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a "work-out" or any insolvency or bankruptcy proceeding, including, without limitation, the including reasonable fees and disbursements of legal counsel and financial advisors to the Agent and each Lender (including the allocated costs of internal counsel to the Administrative Agent and to the Lenders (including reasonable allocated costs of in-house legal counselAgent), (c) on demand, to pay, indemnify, indemnify and hold harmless 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 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 Credit Notes, the other Loan Documents and any such other documents, documents and (d) to pay, indemnify, and indemnify and hold harmless each Lender and the Administrative Agent and their Affiliates harmless from and against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costscosts (including the allocated 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, the Notes and the other Loan Documents, the Acquisitions or the use of the proceeds of the Loans or the Letters of Credit Documents and any such other documents and the use, or proposed use, of proceeds of the Revolving Loans (all of the foregoing, collectively, the “"indemnified liabilities”"); , provided, however, that the Borrower Quiksilver shall not have any no obligation hereunder to the Administrative Agent, Agent or any Lender or any such Affiliate with respect to indemnified liabilities arising from the gross negligence or willful misconduct of the Administrative Agent, any Agent or such Lender or any such Affiliate, as determined by a court of competent jurisdictionLender. The agreements in this Section 9.5 shall survive repayment or assignment of the Revolving Loans, Revolving Notes and all other amounts payable hereunder. The Agent and the Lenders agree to provide reasonable details and supporting information concerning any costs and expenses required to be paid by the Borrower pursuant to the terms hereof.

Payment of Expenses and Taxes. The Borrower agrees (a) agrees, promptly upon presentation of a statement or invoice therefor, to pay or reimburse the Administrative Agent and each Lender Bank for all their respective reasonable its out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, printing and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, together with the reasonable fees and disbursements of counsel to the Administrative Agent and each Lender, (b) to pay or reimburse each Lender and the Administrative Agent for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the Revolving Notes and any such other documentsexpenses, including, without with- out limitation, the reasonable fees and disbursements of counsel to its counsel, incurred in connection with (i) the Administrative Agent development, preparation and to execution of the Lenders Loan Documents and any amend- ment, supplement or modification thereto (including reasonable allocated costs of in-house legal counselwhether or not ex- ecuted and whether or not any Loan is made), any documents prepared in connection therewith and the consummation of the tranactIons conteniplated thereby, as well as all accounting, audit, appraisal, field exam and credit and background check fees incurred from time to time by the Bank, (cii) on demandany Default or Event of Default and any enforcement or collection proceed- ings resulting therefrom or in connection with the negotiation of any restructuring or "work-out" (whether consummated or not) of the obligations of the Bank and the Borrower under any of the Loan Documents and (iii) the enforcement of this Sec- tion. In addition, the Borrower agrees to (i) pay, indemnify, and hold each Lender the Bank harmless from and the Administrative Agent harmless fromagainst, any and all recording re- cording and filing fees and any and all liabilities with respect re- spect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, which may be payable or determined de- termined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated con- templated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, the Credit Loan Documents and any such other documents, and (dii) to pay, indemnify, indem- nify and hold each Lender the Bank and the Administrative Agent its officers, directors and their Affiliates employ- ees harmless from and against, against any and all other liabilities, obligations, claims, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including, without limitation, reason- able counsel fees and disbursements) with respect to the execution, delivery, enforcement, en- forcement and performance and administration of the Credit Documents and any such other documents and Loan Documents, the use, or proposed use, use of the proceeds of the Revolving Loans and the enforcement and performance of the provisions of any subordination agreement now or here- after executed in favor of the Bank (all of the foregoing, collectivelycol- lectively, the “indemnified liabilities”); "Indemnified Liabilities") and, if and to the extent that the foregoing indemnity may be unenforceable for any reason, the Borrower agrees to make the maximum payment permitted or not prohibited under applicable law, provided, however, that the Borrower shall not have any no obligation hereunder to pay Indemnified Liabilities to the Administrative Agent, any Lender or any such Affiliate with respect to indemnified liabilities arising Bank to. the extent aris- ing from the gross negligence or willful misconduct miconduct of the Administrative Agent, any such Lender Bank or any such Affiliate, as determined by a court of competent jurisdictionclaims between one indemnified party and another in- demnified party. The agreements in this Section 9.5 shall survive repayment or assignment the termination of the Revolving Loans, Revolving Notes Commitment and the payment of all other amounts payable hereunderunder the Loan Documents.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent and each Lender for all their respective of its reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, printing and execution of, and any amendment, supplement or modification to, this Credit Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, together with the reasonable fees and disbursements of counsel to the Administrative Agent and each Lender, (b) to pay or reimburse each Lender and the Administrative Agent for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, Credit Agreement and the Revolving Notes and any such other documentsCredit Documents, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent Lender, and to the Lenders (including reasonable allocated costs of in-house legal counsel), (c) on demand, to pay, indemnify, and hold each Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, 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, the Credit Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and the Administrative Agent and their its 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 the Credit Documents and any such other documents and the use, or proposed use, of proceeds of the Revolving Loans (all of the foregoing, collectively, the “indemnified liabilities”); provided, however, that the Borrower shall not have any obligation hereunder to the Administrative Agent, any Lender or any such Affiliate thereof with respect to indemnified liabilities to the extent arising from the gross negligence or willful misconduct of the Administrative Agent, any such Lender or any such Affiliate, as determined by a court of competent jurisdiction. The Borrower shall not be required to indemnify any Indemnified Party for any amount paid or payable to any Indemnified Party in the compromise or settlement of any action, proceeding or investigation without the prior written consent of the Borrower, which consent shall not be unreasonably withheld. Promptly after receipt by an Indemnified Party of notice of its involvement in any action, proceeding or investigation, such Indemnified Party shall, if a claim for indemnification in respect thereof is to be made against the Borrower under this Credit Agreement, promptly notify the Borrower in writing of such involvement. Failure by the Indemnified Party to so notify the Borrower shall not relieve the Borrower from the obligation to indemnify the Indemnified Party under this Credit Agreement except to the extent that the Borrower suffers actual prejudice as a result of such failure, and shall not relieve the Borrower from its obligation to provide reimbursement and contribution to the Indemnified Party. It is acknowledged and agreed that each Indemnified Party shall cooperate with the Borrower in good faith to coordinate a mutual defense strategy and to enter into joint defense agreements and will use commercially reasonable efforts to minimize the costs thereof including, without limitation, (i) the delivery of periodic updates with respect to legal and other expenses incurred, (ii) limiting the engagement of legal counsel to one law firm at any one time (excluding local counsel which may be engaged as deemed necessary by the Indemnified Party) and (iii) the taking of such other measures in connection therewith as may be reasonably requested by the Borrower. The agreements in this Section 9.5 9.4 shall survive repayment or assignment of the Revolving Loans, Revolving Notes Loans and all other amounts payable hereunderthe Borrower Obligations.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent and each Lender the Arranger for all their respective reasonable and other out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, printing and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, together with the reasonable fees and disbursements of counsel to the Administrative Agent and each Lenderthe Arranger, (b) to pay or reimburse each Lender and the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, Agreement and the Revolving Notes and any such other documentsCredit Documents, including, without limitation, the reasonable and actual fees and disbursements of counsel to the Administrative Agent and to the Lenders (including reasonable allocated costs of in-house legal counsel), and (c) on demand, to pay, indemnify, and hold each Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, 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, the Credit Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and the Administrative Agent and their 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 the Credit Documents and any such other documents and the use, or proposed use, of proceeds of the Revolving Loans (all of the foregoing, collectively, the “"indemnified liabilities”"); provided, however, that the Borrower shall not have any obligation hereunder to the Administrative Agent, Agent or any Lender or any such Affiliate with respect to indemnified liabilities arising from the negligence gross negligence, bad faith or willful misconduct of the Administrative Agent, any such Lender Agent or any such AffiliateLender, as determined by a court of competent jurisdiction. The agreements in this Section 9.5 shall survive repayment or assignment of the Revolving Loans, Revolving Notes and all other amounts payable hereunderCredit Party Obligations.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent and each Lender the Arranger for all their respective reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, printing and execution of, and any amendment, supplement or modification to, this Credit Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, together with the reasonable fees and disbursements of counsel to the Administrative Agent and each Lenderthe Arranger, (b) to pay or reimburse each Lender and the Administrative Agent for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, Credit Agreement and the Revolving Notes and any such other documentsCredit Documents, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent and to the Lenders (including reasonable allocated costs of in-house legal counsel), and (c) on demand, to pay, indemnify, and hold each Lender and the Administrative Agent and the 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 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, the Credit Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and the Administrative Agent Agent, the Arranger and their Affiliates and their respective officers, directors, employees, partners, members, counsel, agents, representatives, advisors and affiliates (collectively called 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 with respect to the execution, delivery, enforcement, performance and administration of the Credit Documents and any such other documents and the use, or proposed use, of proceeds of the Revolving Loans and (e) to pay any civil penalty or 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 103 disbursements) incurred in connection with defense thereof by the Administrative Agent or any Lender as a result of the funding of Loans, the issuance of Letters of Credit, the acceptance of payments or of Collateral due under the Credit Documents (all of the foregoing, collectively, the “indemnified liabilities”); provided, however, that the Borrower shall not have any obligation hereunder to the Administrative Agent, any Lender or any such Affiliate an Indemnitee with respect to indemnified liabilities arising from the gross negligence or willful misconduct of the Administrative Agent, any such Lender or any such Affiliatean Indemnitee, as determined by a court of competent jurisdictionjurisdiction pursuant to a final non-appealable judgment. The agreements in this Section 9.5 shall survive repayment or assignment of the Revolving Loans, Revolving Notes and all other amounts payable hereunderCredit Party Obligations.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent and each Lender for all their respective 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, negotiation, printing preparation and execution of, and any amendment, supplement or modification to, this Agreement and the Term Note and the other Credit Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, together with including the reasonable fees and disbursements of counsel to the Administrative Agent and each Lender (including the allocated costs of internal counsel to the Lender), (b) to pay or reimburse each the Lender and the Administrative Agent for all its reasonable costs and out-of-pocket expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the Revolving Notes Term Note, the other Loan Documents and any such other documentsdocuments or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a "work-out" or any insolvency or bankruptcy proceeding, including, without limitation, the including reasonable fees and disbursements of legal counsel and financial advisors to the Lender (including the allocated costs of internal counsel to the Administrative Agent and to the Lenders (including reasonable allocated costs of in-house legal counselLender), (c) on demand, to pay, indemnify, indemnify and hold each harmless the 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 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 Credit Term Note, the other Loan Documents and any such other documents, documents and (d) to pay, indemnify, and indemnify and hold each harmless the Lender and the Administrative Agent and their Affiliates harmless from and against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costscosts (including the allocated cost of internal counsel and the reasonable legal fees and disbursements of outside counsel to the Lender), 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 Term Note and the other Loan Documents, any Acquisitions or the use of the proceeds of the Term Loan and any such other documents and the use, or proposed use, of proceeds of the Revolving Loans (all of the foregoing, collectively, the “"indemnified liabilities”"); , provided, however, that the Borrower shall not have any no obligation hereunder to the Administrative Agent, any Lender or any such Affiliate with respect to indemnified liabilities arising from the gross negligence or willful misconduct of the Administrative Agent, any such Lender or any such Affiliate, as determined by a court of competent jurisdictionLender. The agreements in this Section 9.5 shall survive repayment or assignment of the Revolving Loans, Revolving Notes Term Note and all other amounts payable hereunder. The Lender agrees to provide reasonable details and supporting information concerning any costs and expenses required to be paid by the Borrower pursuant to the terms hereof.

Payment of Expenses and Taxes. The Borrower Company agrees (a) to pay or reimburse the Administrative Agent and each Lender Bank for all their respective reasonable of its out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, printing preparation and execution of, and any amendment, supplement or modification to, this Agreement and to the other Credit Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration consum mation of the transactions contemplated hereby and thereby, together with including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent and each LenderBank, (b) to pay or reimburse each Lender and the Administrative Agent Bank for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the Revolving Notes Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent and to the Lenders (including reasonable allocated costs of in-house legal counsel)Bank, (c) on demand, to pay, indemnify, and to hold each Lender and the Administrative Agent Bank harmless from, any engineering fees, any and all recording and filing fees and taxes and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery and recordation 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 ofof the Loan Docu ments, the Credit Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and the Administrative Agent and their Affiliates Bank harmless from and against, against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of the Credit Loan Documents and or any such other documents and transaction financed in whole or in part directly or indirectly with the use, or proposed use, of proceeds of the Revolving Loans any loans made under this Agreement (all of the foregoing, collectively, the “"indemnified liabilities”"); , provided, however, that the Borrower Company shall not have any no obligation hereunder to the Administrative Agent, any Lender or any such Affiliate with respect to indemnified liabilities arising from (i) the gross negligence or willful misconduct of the Administrative Agent, Bank or (ii) legal proceedings commenced against the Bank by any security holder or creditor thereof arising out of and based upon rights afforded any such Lender security holder or any creditor solely in its capacity as such Affiliate, as determined or (iii) a breach of this Agreement by a court of competent jurisdictionthe Bank. The agreements in this Section 9.5 shall survive repayment or assignment of the Revolving Loans, Revolving Notes and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent and each Lender for all their respective reasonable its out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, printing preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, together with including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent and each LenderAgent, (b) to pay or reimburse each Lender and the Administrative Agent for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the Revolving Notes other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent each Lender and of counsel to the Lenders (including reasonable allocated costs of in-house legal counsel)Agent, (c) on demand, to pay, indemnify, and hold each Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the Credit other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and the Administrative Agent and their Affiliates harmless from and against, against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of the Credit Documents and any such other documents and the usethis Agreement, or proposed use, of proceeds of the Revolving Loans (all of the foregoing, collectively, the “indemnified liabilities”); provided, however, that the Borrower shall not have any obligation hereunder to the Administrative Agent, any Lender or any such Affiliate with respect to indemnified liabilities arising from the negligence or willful misconduct of the Administrative Agent, any such Lender or any such Affiliate, as determined by a court of competent jurisdiction. The agreements in this Section 9.5 shall survive repayment or assignment of the Revolving Loans, Revolving Notes and all other amounts payable hereunder.the

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent and each Lender for all their respective its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, printing and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, together with the reasonable fees and disbursements of counsel to the Administrative Agent and each LenderAgent, (b) to pay or reimburse each Lender and the Administrative Agent for all its reasonable 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, the Revolving Notes and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent and to the Lenders (including reasonable allocated costs of in-house legal counsel), and (c) on demand, to pay, indemnify, and hold each Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, 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, the Credit Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and the Administrative Agent and their Affiliates harmless from and 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 the Credit Documents and any such other documents and the use, or proposed use, of proceeds of the Revolving Loans (all of the foregoing, collectively, the “"indemnified liabilities”"); provided, however, that the Borrower shall not have any obligation hereunder to the Administrative Agent, Agent or any Lender or any such Affiliate with respect to indemnified liabilities arising from the gross negligence or willful misconduct of the Administrative Agent, any such Lender Agent or any such AffiliateLender, as determined by a court of competent jurisdiction. The agreements in this Section 9.5 shall survive repayment or assignment of the Revolving Loans, Revolving Notes and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees upon written demand (together with backup documentation supporting such reimbursement request), (a) to pay or reimburse the Administrative Agent and each Lender for all their respective its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, printing execution and execution delivery of, and any amendment, supplement supplement, waiver or modification to, this Agreement and Agreement, the other Credit Documents Loan Documents, the Orders 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, Term Loan Commitments and Term Loans (including the reasonable expenses of the Administrative Agent’s due diligence investigation)) contemplated hereby and thereby, together with including, without limitation, the reasonable fees and disbursements of one firm of counsel to the Administrative Agent and each LenderAgent, (b) to pay or reimburse each Lender and the Administrative Agent for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the Revolving Notes other Loan Documents, the Orders, and any such other documentsdocuments related thereto, including, without limitation, the reasonable fees and disbursements of one counsel to the Administrative Agent and the several Lenders, and any reasonable Environmental Costs incurred by any of them arising out of or in any way relating to the Lenders (including reasonable allocated costs of in-house legal counsel)any Loan Party or any property in which any Loan Party has had any interest at any time, (c) on demand, to pay, indemnify, and indemnify and hold harmless each Lender and the Administrative Agent harmless fromfrom and against, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other 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 Credit Documents other Loan Documents, the Orders, and any such other documentsdocuments related thereto, and (d) to pay, indemnify, and indemnify and hold harmless each Lender and the Administrative Agent (and their Affiliates harmless respective directors, trustees, officers, employees, affiliates, controlling persons, agents, successors and assigns) 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 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, the Credit Documents other Loan Documents, the Orders, and any such other documents and related thereto (regardless of whether the useAdministrative Agent or any Lender is a party to the litigation or other proceeding giving rise thereto), including, without limitation, any of the foregoing relating to the violation of, noncompliance with, or proposed useliability under, any Environmental Laws or any orders, requirements or demands of proceeds Governmental Authorities related thereto applicable to the operations of the Revolving Loans Borrower, any of its Subsidiaries or any of the facilities and properties owned, leased or operated by the Borrower or any of its Subsidiaries (all of the foregoingforegoing in this clause (d), collectively, the “indemnified liabilities”); provided, however, provided that the Borrower shall not have any obligation hereunder to the Administrative Agent, Agent or any Lender or any such Affiliate with respect to Environmental Costs or indemnified liabilities arising from (i) the gross negligence or willful misconduct of any such Person (or any of its directors, trustees, officers, employees, affiliates, controlling persons, agents, successors and assigns) or (ii) claims made or legal proceedings commenced against the Administrative Agent, Agent or any such Lender by any securityholder or creditor thereof arising out of and based upon rights afforded any such securityholder or creditor solely in its capacity as such. Notwithstanding the foregoing, except as provided in clauses (b) and (c) above, the Borrower shall have no obligation under this subsection 13.5 to the Administrative Agent or any such AffiliateLender with respect to any tax, as determined levy, impost, duty, charge, fee, deduction or withholding imposed, levied, collected, withheld or assessed by a court any Governmental Authority, it being understood that the provisions of competent jurisdictionthis sentence shall not apply to fines and assessments with respect to charges that are not taxes or in the nature of taxes. The agreements in this Section 9.5 subsection shall survive repayment or assignment of the Revolving Loans, Revolving Notes Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Parent Borrower agrees (a) to pay or reimburse the Administrative Agent and each Lender the Other Representatives for all their respective reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, printing execution and execution delivery of, and any amendment, supplement supplement, waiver or modification to, this Agreement and the other Credit 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, Term Loan 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, together with including, without limitation, the reasonable fees and disbursements of one firm of counsel to the Administrative Agent and each Lenderthe Other Representatives, (b) to pay or reimburse each Lender Lender, each Other Representative and the Administrative Agent for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the Revolving Notes other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent Agent, the Other Representatives and the several Lenders, and any reasonable Environmental Costs incurred by any of them arising out of or in any way relating to the Lenders (including reasonable allocated costs of in-house legal counsel)any Loan Party or any property in which any Loan Party has had any interest at any time, (c) on demand, to pay, indemnify, and indemnify and hold harmless each Lender and Lender, the Administrative Agent harmless fromand the Other 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 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 Credit other Loan Documents and any such other documents, and (d) to pay, indemnify, and indemnify and hold harmless each Lender and Lender, the Administrative Agent and the Other Representatives (and their Affiliates harmless respective directors, trustees, officers, employees, affiliates, controlling persons, agents, successors and assigns) 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 such Person’s own negligence (other than gross negligence) and including, without limitation, the reasonable 119 fees and disbursements of counsel) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the Credit other Loan Documents and any such other documents and (regardless of whether the useAdministrative Agent, any such Other Representative or any Lender is a party to the litigation or other proceeding giving rise thereto), including, without limitation, any of the foregoing relating to the violation of, noncompliance with, or proposed useliability under, any Environmental Laws or any orders, requirements or demands of proceeds Governmental Authorities related thereto applicable to the operations of the Revolving Loans Parent Borrower, any of its Subsidiaries or any of the facilities and properties owned, leased or operated by the Parent Borrower or any of its Subsidiaries (all of the foregoingforegoing in this clause (d), collectively, the “indemnified liabilities”); provided, however, provided that the Parent Borrower shall not have any obligation hereunder to the Administrative Agent, any Lender such Other Representative or any such Affiliate Lender with respect to Environmental Costs or indemnified liabilities arising from (i) the gross negligence or willful misconduct of any such Person (or any of its directors, trustees, officers, employees, affiliates, controlling persons, agents, successors and assigns) or (ii) claims made or legal proceedings commenced against the Administrative Agent, any such Lender Other Representative or any such AffiliateLender by any securityholder or creditor thereof arising out of and based upon rights afforded any such securityholder or creditor solely in its capacity as such. Notwithstanding the foregoing, except as determined provided in clauses (b) and (c) above, the Parent Borrower shall have no obligation under this subsection 11.5 to the Administrative Agent, any Other Representative or any Lender with respect to any tax, levy, impost, duty, charge, fee, deduction or withholding imposed, levied, collected, withheld or assessed by a court any Governmental Authority, it being understood that the provisions of competent jurisdictionthis sentence shall not apply to fines and assessments with respect to charges that are not taxes or in the nature of taxes. The agreements in this Section 9.5 subsection shall survive repayment or assignment of the Revolving Loans, Revolving Notes Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees Holdings and, from and after the effectiveness of the Assumption, the Borrower, agrees, jointly and severally (a) to pay or reimburse the Administrative Agent and each Lender for all their respective reasonable its out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, printing preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, together with including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent and each LenderAgent, (b) to pay or reimburse each Lender and the Administrative Agent for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the Revolving Notes other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent and to the Lenders (including reasonable the allocated costs fees and expenses of in-house legal counsel)) to each Lender and of counsel to the Administrative Agent, (c) on demand, to pay, indemnify, and hold each Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the Credit other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and the Administrative Agent and their Affiliates harmless from and against, against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the Credit other Loan Documents , the Acquisition Documents or the use of the proceeds of the Loans in connection with the Acquisition and the Refinancing and any such other documents and the usedocuments, or proposed useincluding, of proceeds without limitation, any of the Revolving Loans foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries, the Parent or any of the Properties (all of the foregoingforegoing in this clause (d), collectively, the “"indemnified liabilities”"); , provided, however, that neither Holdings nor the Borrower shall not have any obligation hereunder to the Administrative Agent, Agent or any Lender or any such Affiliate with respect to indemnified liabilities arising from (i) the gross negligence or willful misconduct of the Administrative Agent, Agent or any such Lender or (ii) legal proceedings commenced against the Administrative Agent or any such Affiliate, 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 determined by a court of competent jurisdictionsuch. The agreements in this Section 9.5 shall survive repayment or assignment of the Revolving Loans, Revolving Notes Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower Citigroup agrees (a) to pay or reimburse the Administrative Agent and each Lender U.S. Federal Parties for all their respective of the U.S. Federal Parties’ reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiationreview, printing negotiation and execution of, and any amendment, supplement or modification to, this Master Agreement and the other Credit Program Documents and any other documents prepared in connection herewith or therewiththerewith or in connection with the transactions contemplated thereby, and the consummation and administration of the transactions contemplated hereby and thereby, together with including the reasonable fees and disbursements of counsel to the Administrative Agent U.S. Federal Parties (including Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP) and each Lenderexperts retained by the U.S. Federal Parties (including PricewaterhouseCoopers LLP and BlackRock Financial Management, Inc.), (b) to pay or reimburse each Lender and the Administrative Agent U.S. Federal Parties for all its reasonable costs and expenses incurred by them in connection with the enforcement or preservation of any rights under this Master Agreement, the Revolving Notes other Program Documents and any such other documents, including, without limitation, including the reasonable fees and disbursements of counsel to the Administrative Agent and to the Lenders (including reasonable allocated costs of in-house legal counsel)U.S. Federal Parties, (c) on demand, to pay, indemnify, and hold each Lender the U.S. Federal Parties and the Administrative Agent their Related 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 similar taxestaxes (other than those of the nature of an income tax), 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 and modification of, or any waiver or consent under or in respect of, this Master Agreement, the Credit other Program Documents and any such other documents, documents and (d) to pay, indemnify, and hold each Lender and the Administrative Agent U.S. Federal Parties and their Affiliates Related Parties (each, an “Indemnitee”) harmless from and against, any and all other liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect whatsoever, including the reasonable fees and disbursements of counsel to the executionan Indemnitee (including allocated costs of internal counsel), deliverywhich may be imposed on, enforcement, performance and administration of the Credit Documents and any such other documents and the useincurred by, or proposed useasserted against any Indemnitee, in any way relating to or arising out of proceeds this Master Agreement or the transactions contemplated hereby or the breach of the Revolving Loans any representation or warranty made herein by Citigroup or any action taken or omitted to be taken by it hereunder (all of the foregoing, collectively, the “indemnified liabilitiesIndemnified Liabilities”); provided, however, provided that the Borrower Citigroup shall not have be liable to any obligation hereunder Indemnitee for any portion of such Indemnified Liabilities to the Administrative Agentextent it is found by a final, any Lender or any such Affiliate with respect to indemnified liabilities arising from the negligence or willful misconduct nonappealable decision of the Administrative Agent, any such Lender or any such Affiliate, as determined by a court of competent jurisdictionjurisdiction to have resulted from such Indemnitee’s gross negligence or willful misconduct. If and to the extent that the foregoing indemnification is for any reason held unenforceable, Citigroup agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. The agreements in this Section 9.5 13.5 shall survive repayment or assignment of the Revolving LoansTreasury Advances, Revolving Notes the FDIC Advances, the FRBNY Loan and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent and each Lender for all their respective reasonable its out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, printing preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, together with including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent and each Lender, (b) to pay or reimburse each the Lender and the Administrative Agent for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the Revolving Notes other Credit Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent and to the Lenders (including reasonable the allocated costs fees and expenses of in-house legal counsel)) to the Lender, (c) on demand, to pay, 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 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 Credit Documents and any such other documents, and (d) to pay, indemnify, and hold each the Lender and the Administrative Agent and their Affiliates harmless from and against, against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Credit Documents and any such other documents and the usedocuments, or proposed useincluding, of proceeds without limitation, any of the Revolving Loans foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower or any of the Properties (all of the foregoingforegoing in this clause (d), collectively, the “"indemnified liabilities”"); , provided, however, that the Borrower shall not have any no obligation hereunder to the Administrative Agent, any Lender or any such Affiliate with respect to indemnified liabilities arising from (i) the gross negligence or willful misconduct of the Administrative Agent, 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 Lender security holder or any such Affiliate, creditor solely in its capacity as determined by a court of competent jurisdictionsuch. The agreements in this Section 9.5 shall survive repayment or assignment of the Revolving Loans, Revolving Notes Loans and all other amounts payable hereunder.. 9.6

Payment of Expenses and Taxes. The Borrower agrees (a) to ----------------------------- pay or reimburse the Administrative Agent and each Lender for all their respective its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, printing preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, together with including, without limitation, the reasonable fees fees, disbursements and disbursements other charges of counsel to the Administrative Agent and each Lender, (b) to pay or reimburse each the Lender and the Administrative Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the Revolving Notes other Credit Documents and any such other documents, including, without limitation, the reasonable fees fees, disbursements and disbursements other charges of counsel to the Administrative Agent and to the Lenders (including reasonable allocated costs of in-house legal counsel)Lender, (c) on demand, to pay, indemnify, and hold each harmless 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 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 Credit Documents and any such other documents, and (d) to pay, indemnify, and hold each harmless the Lender and the Administrative Agent its directors, officers, employees, trustees and their Affiliates harmless agents 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 whatsoever, including, without limitation, reasonable and documented fees, disbursements and other charges of counsel, with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Credit Documents and any such other documents and the usedocuments, or proposed useincluding, of proceeds without limitation, any of the Revolving Loans foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries or any of the Properties (all of the foregoingforegoing in this clause (d), collectively, the “"indemnified liabilities”"); provided, however, provided that the Borrower shall not have any no obligation hereunder to the Administrative AgentLender nor any of its directors, any Lender or any such Affiliate officers, employees and agents with respect to indemnified liabilities arising from (i) the gross negligence or willful misconduct of the Administrative Agent, any such party to be indemnified or (ii) disputes between the Lender or any such Affiliate, as determined by a court of competent jurisdictionand its transferee(s). The agreements in this Section 9.5 10.5 shall survive repayment or assignment of the Revolving Loans, Revolving Notes 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 Lender the Arranger for all of their respective reasonable and documented out-of-pocket costs and expenses incurred in connection with the syndication of the Initial Term Facility and the development, preparation, negotiation, printing preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, together with including the reasonable fees and documented fees, disbursements and other charges of one primary counsel to the Administrative Agent and the Arranger and, if necessary, one local counsel in each Lenderapplicable jurisdiction and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Borrower prior to the Closing Date (in the case of amounts to be paid on the Closing Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Administrative Agent shall deem appropriate, (b) to pay or reimburse each Lender and the Administrative Agent for all its reasonable and documented costs and out-of-pocket expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the Revolving Notes other Loan Documents and any such other documents, including, without limitation, including the reasonable fees and documented fees, disbursements and other charges of counsel to the Administrative Agent and to the Lenders (and including the reasonable allocated and documented costs of in-house legal counsel)and expenses incurred during any workout, restructuring or negotiations, (c) on demand, to pay, indemnify, and hold each Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxesTaxes, 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 Credit other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender Lender, the Arranger and the Administrative Agent Agent, their respective affiliates, and their Affiliates respective officers, directors, employees, agents, advisors and controlling persons (each, an “Indemnitee”) harmless from and against, against any and all other liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the Credit other Loan Documents and any such other documents documents, including any claim, litigation, investigation or proceeding regardless of whether any Indemnitee is a party thereto and whether or not the usesame are brought by the Borrower, its equity holders, affiliates or proposed use, of proceeds of the Revolving Loans (all of the foregoing, collectively, the “indemnified liabilities”); provided, however, that the Borrower shall not have any obligation hereunder to the Administrative Agent, any Lender creditors or any such Affiliate with respect to indemnified liabilities arising from the negligence or willful misconduct of the Administrative Agent, any such Lender or any such Affiliate, as determined by a court of competent jurisdiction. The agreements in this Section 9.5 shall survive repayment or assignment of the Revolving Loans, Revolving Notes and all other amounts payable hereunder.104 509265-2041-Active.31278172.28

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent and each Lender for all their respective its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, printing and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, together with the reasonable fees and disbursements of counsel to the Administrative Agent and each LenderAgent, (b) to pay or reimburse each Lender and the Administrative Agent for all its reasonable 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, the Revolving Notes and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent and to the Lenders (including reasonable allocated costs of in-house legal counsel), and (c) on demand, to pay, indemnify, and hold each Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, 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, the Credit Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and the Administrative Agent and their Affiliates harmless from and 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 the Credit Documents and any such other documents and the use, or proposed use, of proceeds of the Revolving Loans (all of the foregoing, collectively, the “"indemnified liabilities”"); provided, however, that the Borrower shall not have any obligation hereunder to the Administrative Agent, Agent or any Lender or any such Affiliate with respect to indemnified liabilities arising from the gross negligence or willful misconduct of the Administrative Agent, any such Lender or any such Affiliate, as determined by a court of competent jurisdiction. The agreements in this Section 9.5 shall survive repayment or assignment of the Revolving Loans, Revolving Notes and all other amounts payable hereunder.Agent or

Payment of Expenses and Taxes. The Borrower Each Credit Party agrees (a) to pay or reimburse the Administrative Agent Agents and each Lender the Lenders for all their respective reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, printing negotiation and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, together with including the reasonable fees fees, disbursements and disbursements other charges of counsel to the Administrative Agent Agents and each Lenderthe Lenders, (b) to pay or reimburse each Lender and the Administrative Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the Revolving Notes other Credit Documents and any such other documents, including, without limitation, including the reasonable fees fees, disbursements and disbursements other charges of counsel to each Lender and of counsel to the Administrative Agent and to the Lenders (including reasonable allocated costs of in-house legal counsel)Agents, (c) on demand, to pay, indemnify, and hold harmless each Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, 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, the Credit Documents and any such other documents, and (d) to pay, indemnify, and hold harmless each Lender and the Administrative Agent and their Affiliates harmless respective directors, officers, employees, trustees, investment advisors and agents 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 whatsoever, including reasonable and documented fees, disbursements and other charges of counsel, with respect to the execution, delivery, enforcementenforcement (including this Section 14.5), performance and administration of this Agreement, the other Credit Documents and any such other documents and the usedocuments, or proposed useincluding, of proceeds without limitation, any of the Revolving Loans foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law or to any actual or alleged presence, release or threatened release of Hazardous Materials involving or attributable to the operations of the Borrower, any of its Subsidiaries or any of the Real Estate (all of the foregoingforegoing in this clause (d), collectively, the “indemnified liabilities”); provided, however, provided that the Borrower such Credit Party shall not have any no obligation hereunder to the Administrative Agent, Agent or any Lender or nor any such Affiliate of their respective directors, officers, employees and agents with respect to indemnified liabilities arising from to the extent attributable to (i) the gross negligence or willful misconduct of the Administrative Agent, any such Lender or any such Affiliate, party to be indemnified as determined in a final and non-appealable judgment by a court of competent jurisdictionjurisdiction or (ii) disputes among the Administrative Agent, the Lenders and/or their transferees. The agreements in this Section 9.5 14.5 shall survive repayment or assignment of the Revolving Loans, Revolving Notes 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 Lender for all their respective reasonable its out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, printing preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, together with including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent and each LenderAgent, (b) to pay or reimburse each Lender and the Administrative Agent for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the Revolving Notes other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent each Lender and of counsel to the Lenders (including reasonable allocated costs of in-house legal counsel)Agent, (c) on demand, to pay, indemnify, and hold each Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the Credit other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and the Administrative Agent and their Affiliates harmless from and against, against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the Credit other Loan Documents and any such other documents and the usedocuments, or proposed useincluding, of proceeds without limitation, any of the Revolving Loans foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries or any of the Properties (all of the foregoingforegoing in this clause (d), collectively, the “"indemnified liabilities”"); provided, however, provided that the Borrower shall not have any no obligation hereunder to the Administrative Agent, Agent or any Lender or any such Affiliate with respect to indemnified liabilities arising from the gross negligence or willful misconduct of the Administrative Agent, any such Lender Agent or any such Affiliate, as determined by a court of competent jurisdictionLender. The agreements in this Section 9.5 subsection shall survive repayment or assignment of the Revolving Loans, Revolving Notes 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 Lender for all their respective reasonable its out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, printing preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, together with including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent and each LenderAgent, (b) to pay or reimburse each Lender and the Administrative Agent for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the Revolving Notes other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent each Lender and of counsel to the Lenders (including reasonable allocated costs of in-house legal counsel)Agent, (c) on demand, to pay, indemnify, and hold each Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the Credit other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and the Administrative Agent and their Affiliates harmless from and against, against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the Credit other Loan Documents and any such other documents and the usedocuments, or proposed useincluding, of proceeds without limitation, any of the Revolving Loans foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower or any of the Properties (all of the foregoingforegoing in this clause (d), collectively, the “"indemnified liabilities”"); provided, howeverPROVIDED, that the Borrower shall not have any no obligation hereunder to the Administrative Agent, Agent or any Lender or any such Affiliate with respect to indemnified liabilities arising from (i) the gross negligence or willful misconduct of the Administrative Agent, Agent or any such Lender or (ii) legal proceedings commenced against the Agent or any such Affiliate, 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 determined by a court of competent jurisdictionsuch. The agreements in this Section 9.5 subsection shall survive repayment or assignment of the Revolving Loans, Revolving Notes Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees Credit Parties agree (a) to pay or reimburse the Administrative Agent and each Lender the Arranger for all their respective reasonable out-of-pocket costs and expenses incurred in connection with the development, Page 109 preparation, negotiation, printing and execution of, and any amendment, supplement or modification to, this Credit Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, together with the reasonable fees and disbursements of counsel to the Administrative Agent and each LenderAgent, (b) to pay or reimburse each Lender and the Administrative Agent for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Credit Agreement, the Revolving Notes and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent and to the Lenders (including reasonable allocated costs of in-house legal counsel)Lenders, and (c) on demanddemand (with reasonable back-up documentation), to pay, indemnify, and hold each Lender and Lender, the Administrative Agent and the 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, paying stamp, excise and other 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, the Credit Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and Lender, the Administrative Agent Agent, the Arranger and their Affiliates and their respective parents, subsidiaries, officers, directors, employees, agents, trustees, advisors and attorneys-in-fact (each an "indemnified party") harmless from and against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of the Credit Documents and any such other documents and the use, or proposed use, of proceeds of the Revolving Loans (all of the foregoing, collectively, the “"indemnified liabilities”"); provided, however, that the Borrower shall not have any obligation hereunder to the Administrative Agent, any Lender or any such Affiliate an indemnified party with respect to indemnified liabilities arising from the gross negligence or willful misconduct of the Administrative Agent, any such Lender or any such Affiliateindemnified party, as determined by a court of competent jurisdiction. The agreements in this Section 9.5 shall survive repayment or assignment of the Revolving Loans, Revolving Notes and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees Borrowers, jointly and severally, agree (a) to pay or reimburse the Administrative Agent and each Lender Agents for all their respective reasonable out-of-pocket costs and expenses (other than Taxes) incurred in connection with the development, preparation, negotiation, printing syndication and execution of, and any amendment, waiver, supplement or modification to, this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of this Agreement and the transactions contemplated hereby and thereby, together with including the reasonable fees fees, disbursements and disbursements other charges of counsel to the Administrative Agent and each LenderAgents, (b) to pay or reimburse each Lender Lender, the Collateral Agent and the Administrative Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights (including workout proceedings) under this Agreement, the Revolving Notes and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent and to the Lenders (including reasonable allocated costs of in-house legal counsel), (c) on demand, to pay, indemnify, and hold each Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, 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, the Credit Documents and any such other documents, including the reasonable fees, disbursements and other charges of counsel to each Lender and of counsel to the Collateral Agent and the Administrative Agent and (dc) to pay, indemnify, and hold harmless each Lender Lender, the Collateral Agent and the Administrative Agent and their Affiliates harmless respective directors, officers, employees, trustees, agents and affiliates 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 whatsoever, excluding any Taxes (other than Taxes representing losses or damages with respect to any non-Tax claims), whether brought by any Credit Party, any stockholder or creditor of any Credit Party, or any other Person, including reasonable and documented fees, disbursements and other charges of counsel, with respect to the execution, delivery, enforcement, performance (and, with respect to each Agent and its directors, officers, employees, trustees and agents, syndication, administration of this Agreement) and any actual or proposed use of proceeds of any Loan, the other Credit Documents and any such other documents and documents, including any of the useforegoing relating to the violation of, noncompliance with or liability under, any Environmental Law or any actual or alleged presence of Hazardous Materials related to the Borrowers or any of their Subsidiaries, including any of the foregoing arising out of or based on any Environmental Claim related to the Borrowers or any actual or alleged presence, Release, or proposed usethreat of Release of Hazardous Materials the Borrowers or any of their Subsidiaries, of proceeds of the Revolving Loans (all of the foregoingforegoing in this clause (c), collectively, the “indemnified liabilities”); provided, however, provided that the Borrower Borrowers shall not have any no obligation hereunder to the Administrative Agent, the Collateral Agent or any Lender or nor any such Affiliate of their respective directors, officers, employees and agents with respect to indemnified liabilities arising from the gross negligence or willful misconduct of the Administrative Agent, any such Lender or any such Affiliate, party to be indemnified (as determined in a final non-appealable judgment by a court of competent jurisdiction). The agreements in this Section 9.5 13.5 shall survive repayment or assignment of the Revolving Loans, Revolving Notes 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 Lender the Banks for all their respective reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, printing negotiation and execution of, and any amendment, supplement or modification to, of this Agreement and the other Credit Documents any Notes and any other documents prepared in connection herewith or therewithherewith, and the consummation and administration of the transactions contemplated hereby and thereby, together with including, without limitation, the reasonable legal fees and disbursements of Xxxxxx and Xxxxx, LLP, counsel to the Administrative Agent and each Lenderthe Lead Arranger, but excluding all other legal fees and disbursements, (b) to pay or reimburse each Lender Bank and the Administrative Agent for all its reasonable their costs and expenses incurred in connection with any amendment, supplement or modification to this Agreement and any Notes and any other documents prepared in connection herewith and in connection with the enforcement or preservation of any rights under this Agreement, the Revolving any Notes and any such other documents, including, without limitation, the reasonable legal fees and disbursements of counsel to the Administrative Agent and to the Lenders (including reasonable allocated costs of in-house legal counsel)several Banks, (c) on demand, to pay, indemnify, and hold each Lender Bank 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 similar taxestaxes (other than any tax measured on or with respect to overall gross or net income), 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, the Credit Documents this Agreement, any Notes and any such other documents, documents and (d) to pay, indemnify, and hold each Lender Bank and the Administrative Agent and their Affiliates respective officers, directors, employees, affiliates, agents and controlling persons (each, an “Indemnitee”) harmless from and against, against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, inquiries, investigations, 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 including relating to the Credit Documents and any such other documents and the use, or proposed use, use of proceeds of the Revolving Loans Loan and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against the Borrower under this Agreement (all of the foregoingforegoing in this clause (d), collectively, the “indemnified liabilitiesIndemnified Liabilities”); , provided, however, that the Borrower shall not have any no obligation hereunder to the Administrative Agent, any Lender or any such Affiliate Indemnitee with respect to indemnified liabilities arising Indemnified Liabilities to the extent such Indemnified Liabilities have resulted from the gross negligence or willful misconduct of the Administrative Agent, any such Lender or any such Affiliate, Indemnitee as determined by a final, nonappealable judgment by a court of competent jurisdiction. All amounts due under this subsection 9.5 shall be payable not later than 10 days after written demand therefor. Statements payable by the Borrower pursuant to this subsection 9.5 shall be submitted to Treasurer (Telephone No. (000) 000-0000; Telecopy No. (000) 000-0000), at the address of the Borrower set forth in subsection 9.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent. The agreements in this Section subsection 9.5 shall survive repayment or assignment of the Revolving Loans, Revolving Notes Loan and all other amounts payable hereunder. To the extent permitted by applicable Laws, no party hereto shall assert, and each such party hereby waives, any claim against any other party, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, the Loan or the use of the proceeds thereof, provided that nothing in this sentence shall relieve the Borrower or the Guarantor of any obligation it may have under this subsection 9.5 to indemnify an Indemnitee against special, indirect, consequential or punitive damages asserted against such Indemnitee by a third party.

Payment of Expenses and Taxes. The Borrower agrees Borrowers agree (a) to pay or reimburse the Administrative Agent and each Lender Bank for all their respective its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, printing preparation and execution of, and any amendment, supplement or modification to, this Agreement Agreement, the Note and the other Credit Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, together with including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent and each LenderBank, (b) to pay or reimburse each Lender and the Administrative Agent Bank for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the Revolving Notes Note, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent Bank, and to the Lenders (including reasonable allocated costs of in-house legal counsel), (c) on demand, to pay, indemnify, 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 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 Credit Note, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and the Administrative Agent and their Affiliates Bank harmless from and against, against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the Credit Note, the other Loan Documents and any such other documents and the use, or proposed use, of proceeds of the Revolving Loans (all of the foregoingforegoing in this clause (d), collectively, the “indemnified liabilitiesIndemnified Liabilities”); provided, howeverand (e) to pay, that indemnify, and hold the Borrower shall Bank harmless from and against all Indemnified Liabilities (except counsel fees and expenses) arising out of, or in connection with any litigation or administrative proceeding or arbitration in which the Bank is not have any obligation hereunder a named party, but which relate to the Administrative Agent, any Lender or any such Affiliate with respect to indemnified liabilities arising from the negligence or willful misconduct of the Administrative Agent, any such Lender or any such Affiliate, as determined by a court of competent jurisdictionLoans and/or this transaction. The agreements in this Section 9.5 8.05 shall survive repayment or assignment of the Revolving Loans, Revolving Notes Note and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent and each Lender for all their respective its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, printing preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, together with including, without limitation, the reasonable fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel to the Administrative Agent and each LenderAgent, (b) to pay or reimburse each Lender and the Administrative Agent for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, Agreement or any of the Revolving Notes and any such other documentsLoan Documents, including, without limitation, the reasonable fees Attorney Costs of each Lender and disbursements of counsel to the Administrative Agent and to the Lenders (including reasonable allocated costs of in-house legal counsel)Agent, (c) on demand, to pay, indemnify, and indemnify and hold harmless each Lender and the Administrative Agent harmless and each of their affiliates and their respective officer, directors, employees, administrative agents and 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 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 Credit other Loan Documents and any such other 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 and the Administrative Agent and their Affiliates harmless indemnified party 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 Credit other Loan Documents and including, without limitation, any such other documents and of the useforegoing relating to the violation of, noncompliance with, or proposed useliability under, of proceeds any Environmental Law applicable to the operations of the Revolving Loans Borrower, any of its Subsidiaries or any of the properties (all of the foregoingforegoing in this clause (d), collectively, the “indemnified liabilities”); provided, however, provided that the Borrower shall not have any no obligation hereunder to the Administrative Agent, any Lender or any such Affiliate indemnified party with respect to indemnified liabilities arising from the gross negligence or willful misconduct of the Administrative Agent, any such Lender or any such Affiliate, as indemnified party determined by in a court of competent jurisdictionjurisdiction in a final non-appealable judgment. The agreements in this Section 9.5 subsection shall survive the termination of this Agreement and each other Loan Document and repayment or assignment of the Revolving Loans, Revolving Notes Loans and all other amounts payable hereunder. [**] - Confidential or proprietary information redacted.

Payment of Expenses and Taxes. The Borrower Each of the Borrowers jointly and severally agrees (a) to pay or reimburse the Administrative Agent and each Lender for all their respective its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, printing preparation and execution of, and any amendment, supplement or modification to, this Agreement and Agreement, the Note, the other Credit Loan Documents and any other documents prepared in connection herewith or therewithherewith, and the consummation and administration of the transactions contemplated hereby and thereby, together with including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent and each Lender, (b) to pay or reimburse each the Lender and the Administrative Agent for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the Revolving Notes Note, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent Lender, and to the Lenders (including reasonable allocated costs of in-house legal counsel), (c) on demand, to pay, 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 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 Credit Note, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each the Lender and the Administrative Agent and their Affiliates harmless from and against, against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the Credit Note, the other Loan Documents and any such other documents and the usedocuments, or proposed use, the use of the proceeds of the Revolving Loans (all of the foregoing, collectively, the “"indemnified liabilities”"); provided, howeverPROVIDED, that the Borrower Borrowers shall not have any no obligation hereunder to the Administrative Agent, any Lender or any such Affiliate with respect to indemnified liabilities arising from (i) the gross negligence or willful misconduct of the Administrative AgentLender, (ii) legal proceedings commenced against the Lender or the Issuer by any security holder or creditor thereof arising out of and based upon rights afforded any such security holder or creditor solely in its capacity as such, or (iii) legal proceedings commenced against the Lender by or by any such Affiliate, as determined by a court of competent jurisdictiontransferee. The agreements in this Section 9.5 shall survive repayment or assignment of the Revolving Loans, Revolving Notes Note and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees agrees, promptly upon presentation of a statement or invoice therefor, and whether any Loan is made (a) to pay or reimburse the Bank of America, Administrative Agent and each Lender BAS for all of their respective reasonable out-of-pocket costs and expenses reasonably incurred in connection with the development, preparation, negotiation, printing negotiation and execution of, the Loan Documents, the syndication of the loan transaction evidenced by this Agreement (whether or not such syndication is completed) and any amendment, supplement or modification tohereto (whether or not executed), this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, therewith and the consummation and administration of the transactions contemplated hereby and thereby, together with the reasonable fees and disbursements of counsel to the Administrative Agent and each Lender, (b) to pay or reimburse each Lender and the Administrative Agent for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the Revolving Notes and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel Special Counsel, (b) to pay or reimburse each Credit Party for all of its respective reasonable costs and expenses, including, without limitation, reasonable fees and disbursements of counsel, reasonably incurred in connection with (i) any enforcement or collection proceedings resulting from any Event of Default (including, without limitation, any reasonable costs incurred after the Administrative Agent entry of judgment in an attempt to collect money due in the judgment) or in connection with the negotiation of any restructuring or “work-out” (whether consummated or not) of the obligations of the Borrower under any of the Loan Documents, (ii) any UCC searches, UCC filings, title rundowns, title searches and to document recordings and (iii) the Lenders (including reasonable allocated costs enforcement of in-house legal counsel)this Section, (c) on demand, to pay, indemnify, and hold each Lender Credit Party harmless 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 similar taxes, if any, which may be payable or determined to be payable in connection with the execution execution, recording, filing, 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, the Credit Loan Documents and any such other documents, and (d) to pay, indemnify, indemnify and hold each Lender Credit Party and the Administrative Agent each of their respective officers, directors, employees, affiliates, agents, controlling persons and their Affiliates attorneys (as used in this Section, each an “indemnified person”) harmless from and against, against any and all other liabilities, obligations, claims, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including, without limitation, reasonable counsel fees and disbursements) with respect to any claim, investigation or proceeding from any third party relating to this Agreement, the executionLoan Documents, deliverythe Collateral, enforcementHazardous Substances or the Subject Properties, including the enforcement and performance and administration of the Credit Loan Documents and any such other documents and the use, or proposed use, use of the proceeds of the Revolving Loans (all of the foregoing, collectively, the “indemnified liabilities”), whether or not any such indemnified person is a party to this Agreement or the Loan Documents, and to reimburse each indemnified person for all reasonable legal and other expenses incurred in connection with investigating or defending any indemnified liabilities, and, if and to the extent that the foregoing indemnity may be unenforceable for any reason, the Borrower agrees to make the maximum payment permitted or not prohibited under applicable law; provided, however, that the Borrower shall not have any no obligation hereunder to the Administrative Agent, any Lender or any such Affiliate with respect to pay indemnified liabilities to any Credit Party arising from (x) the gross negligence or willful misconduct of such Credit Party or (y) disputes solely between the Administrative AgentCredit Parties and which are not related to any act or failure to act on the part of the Borrower or the failure of the Borrower to perform any of its obligations under this Agreement or the Loan Documents. Notwithstanding the foregoing, the fees and expenses referred to in clause (d) of the preceding paragraph shall not be payable by the Borrower if (1) any such Lender enforcement action brought by such Credit Party is dismissed, with prejudice, on the pleadings or pursuant to a motion made by the Borrower for summary judgment, and (2) if such Credit Party appeals such dismissal, such dismissal is affirmed and the time for any such Affiliate, as determined by a court of competent jurisdictionfurther appeals has expired. The agreements in obligations of the Borrower under this Section 9.5 shall survive repayment or assignment the termination of this Agreement and the Commitments and the payment of the Revolving Loans, Revolving Notes and all other amounts payable hereunderunder the Loan Documents.

Payment of Expenses and Taxes. The Regardless of whether or not the transactions contemplated hereby are consummated, the Borrower agrees (a) to pay or reimburse the Administrative Agent and each Lender for all their respective reasonable of its out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, printing preparation and execution ofof this Loan Agreement, and any amendmentthe Note, supplement or modification tothe Guaranty, this Agreement and the other Credit Documents Basic Agreements and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, together with including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent Lender and each Lenderof special FAA counsel, approval/inspection/appraisals of the Aircraft, and any and all filing, recordation, stamp or documentary fees, (b) to pay or reimburse each the Lender for all of its out-of-pocket costs and expenses incurred in connection with any amendment, supplement or modification to this Loan Agreement, the Note, the Guaranty and the other Basic Documents, including without limitation, the reasonable fees and disbursements of counsel to the Lender and of special FAA counsel, (c) to pay or reimburse the Administrative Agent Lender for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Loan Agreement, the Revolving Notes Note, the Guaranty, the other Basic Agreements and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent Lender, and to the Lenders (including reasonable allocated costs of in-house legal counsel), (cd) on demand, to pay, indemnify, and hold each the Lender harmless for, from and the Administrative Agent harmless from, against any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, documentary, excise and other 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 Loan Agreement, the Credit Documents Note, the Guaranty, the other Basic Agreements and any such other documents. Unless otherwise specifically provided herein, and (d) to pay, indemnify, and hold each Lender and the Administrative Agent and their Affiliates harmless from and against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, such expenses or disbursements shall be paid by wire transfer of any kind or nature whatsoever with respect immediately available funds to the execution, delivery, enforcement, performance and administration of Lender’s account specified in Section 7.2 hereof within five (5) Business Days after the Credit Documents and any Lender’s request for such other documents and the use, reimbursement or proposed use, of proceeds of the Revolving Loans (all of the foregoing, collectively, the “indemnified liabilities”); provided, however, that the Borrower shall not have any obligation hereunder to the Administrative Agent, any Lender or any such Affiliate with respect to indemnified liabilities arising from the negligence or willful misconduct of the Administrative Agent, any such Lender or any such Affiliate, as determined by a court of competent jurisdiction. The agreements in this Section 9.5 shall survive repayment or assignment of the Revolving Loans, Revolving Notes and all other amounts payable hereunderpayment.

Payment of Expenses and Taxes. The Borrower agrees Borrowers jointly and severally agree (a) to pay or reimburse the Administrative Agent and each Lender for all their respective its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, printing and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, together with the reasonable fees and disbursements of counsel to the Administrative Agent and each LenderAgent, (b) to pay or reimburse each Lender and the Administrative Agent for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the Revolving Notes and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent and to the Lenders (including reasonable allocated costs of in-house legal counsel), and (c) on demand, to pay, indemnify, and hold each Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, 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, the Credit Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and the Administrative Agent and their 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 the Credit Documents and any such other documents and the use, or proposed use, of proceeds of the Revolving Loans (all of the foregoing, collectively, the “"indemnified liabilities”"); provided, however, that the Borrower Borrowers shall not have any obligation hereunder to the Administrative Agent, Agent or any Lender or any such Affiliate with respect to indemnified liabilities arising from the gross negligence or willful misconduct of the Administrative Agent, any such Lender Agent or any such AffiliateLender, as determined by a court of competent jurisdiction. The agreements in this Section 9.5 shall survive repayment or assignment of the Revolving Loans, Revolving Notes and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent and each Lender JPMSI for all their respective reasonable out-of-pocket costs and expenses incurred in connection with the syndication of the Commitments and the development, preparation, negotiation, printing preparation and execution of, and any amendment, supplement or modification to, this Agreement and any Notes and the other Credit Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, together with including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent and each LenderAgent, (b) to pay or reimburse each Lender and Lender, the Administrative Agent and JPMSI for all its of their reasonable out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, any Notes, the Revolving Notes other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent and, at any time after and during the continuance of an Event of Default, of one counsel to all of the Lenders (including reasonable allocated costs of in-house legal counsel)Lenders, (c) on demand, to pay, indemnify, and hold each Lender and Lender, the Administrative Agent and JPMSI 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 excise, documentary, property and other 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 Credit other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and Lender, the Administrative Agent and JPMSI and their Affiliates respective officers, directors, employees, agents and controlling persons (each of the foregoing, 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 whatsoever, including, without limitation, the reasonable fees and disbursements of counsel with respect to the execution, delivery, enforcement, performance and administration of this Agreement, any Notes, the Credit Documents other Loan Documents, or the use of the proceeds of the Loans in connection with the Transactions and any such other documents and the use, or proposed use, of proceeds of the Revolving Loans (all of the foregoingforegoing in this clause (d), collectively, the “indemnified liabilities”); provided, however, provided that the Borrower shall not have any no obligation hereunder to the Administrative Agent, any Lender or any such Affiliate an indemnified person with respect to indemnified liabilities arising that 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 person, or, in the Administrative Agentcase of indemnified liabilities arising under this Agreement, any such Lender or any such Affiliate, as determined Notes and the other Loan Documents that are found by a final and nonappealable decision of a court of competent jurisdictionjurisdiction to have resulted from a material breach by such indemnified person of this Agreement, any Notes or the other Loan Documents, as the case may be. The agreements in this Section 9.5 shall survive repayment or assignment of the Revolving Loans, Revolving Notes Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees (aagrees, on demand, to(a) to pay or reimburse the Administrative Agent and each Lender for all their respective its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, printing preparation and execution of, and of any amendment, supplement or modification to, this Agreement Agreement, the Note and the other Credit Loan Documents and any other documents agreements prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, together with including, without limitation, any and all reasonable collateral audit fees, and the reasonable fees and disbursements of counsel to the Administrative Agent and each Lender, (b) to pay or reimburse each the Lender and the Administrative Agent for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the Revolving Notes Note and any such the other documentsLoan Documents, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent Lender and to the Lenders (including reasonable allocated costs of in-house legal counsel), (c) on demand, to pay, 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, any registration tax, stamp, excise duty and other similar taxestaxes or 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 Credit Documents Note and any such the other documentsLoan Documents, and (d) to pay, indemnify, and hold each the Lender and the Administrative Agent and their Affiliates harmless from and against, against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the extent arising from the execution, delivery, enforcement, performance delivery and administration of the Credit Documents and any such other documents of, and the useenforcement against the Borrower of, or proposed usethis Agreement, of proceeds of the Revolving Loans Note and the other Loan Documents (all of the foregoing, collectively, the “"indemnified liabilities”"); provided, however, provided that the Borrower shall not have any obligation hereunder to the Administrative Agent, any Lender or any such Affiliate with respect to indemnified liabilities arising from the gross negligence or willful misconduct of the Administrative Agent, any such Lender or any such Affiliate, as determined by a court Lender. Without limitation of competent jurisdiction. The agreements in the generality of this Section 9.5 9.04(d), the Borrower shall survive repayment pay on demand to the Lender any and all amounts necessary to indemnify the Lender from and against any and all indemnified liabilities relating to or assignment resulting from any of the Revolving Loans, Revolving Notes and all other amounts payable hereunder.following:

Payment of Expenses and Taxes. The Borrower (a) Except to the extent limited by other provisions of this Agreement or the other Transaction Documents, or any other documents prepared in connection therewith, the Seller agrees (ai) to pay or reimburse the Administrative Agent and each Lender Purchasers for all their respective reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, printing preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Transaction Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, together with including, without limitation, the reasonable and documented fees and disbursements of counsel to the Administrative Agent Purchasers, with statements with respect to the foregoing to be submitted to the Seller prior to the initial Purchase Date (in the case of amounts to be paid on the initial Purchase Date) and each Lender, from time to time thereafter on a quarterly basis or such other periodic basis as the Purchaser shall deem appropriate; (bii) to pay or reimburse each Lender and the Administrative Agent Purchasers, for all its their reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the Revolving Notes other Transaction Documents and any such other documents, including, without limitation, the reasonable and documented fees and disbursements of counsel to the Administrative Agent and to the Lenders Purchasers; (including reasonable allocated costs of in-house legal counsel), (ciii) on demand, to pay, indemnify, and hold each Lender and the Administrative Agent Purchasers, harmless from, any and all documented recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, 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 Credit other Transaction Documents and any such other documents, ; and (div) to pay, indemnify, indemnify and hold harmless each Lender and the Administrative Agent and their Affiliates harmless Indemnified Person from and against, against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses reasonable and documented Indemnified Amounts to which any such Indemnified Person may become subject arising out of or disbursements of any kind or nature whatsoever in connection with respect to (1) the execution, delivery, enforcement, performance and administration of this Agreement, the Credit other Transaction Documents and any such other documents documents, and the use(2) any claim, litigation, investigation or proposed use, of proceeds of the Revolving Loans (all proceeding relating to any of the foregoing, collectivelyregardless of whether any Indemnified Person is a party thereto, and to reimburse each Indemnified Person upon demand for any reasonable legal or other reasonable and documented expenses incurred in connection with investigating or defending any of the “indemnified liabilities”)foregoing; provided, however, provided that the Borrower shall not have foregoing indemnity will not, as to any obligation hereunder Indemnified Person, apply to losses, claims, damages, liabilities or related expenses to the Administrative Agentextent they are found by a final, any Lender or any such Affiliate with respect non-appealable judgment of a court to indemnified liabilities arising arise from the negligence or willful misconduct or gross negligence of the Administrative Agent, any such Lender or any such Affiliate, as determined by a court of competent jurisdictionIndemnified Person. All amounts due under this Section 8.5(a) shall be payable not later than 10 Business Days after written demand therefor. The agreements in this Section 9.5 8.5(a) shall survive repayment or assignment payment of the Revolving Loans, Revolving Notes and all other amounts payable hereunder. Notwithstanding the foregoing, in no event shall Indemnified Amounts include any amounts unpaid, paid over or repaid to any Person with respect to any Receivables as a result of the financial inability of an Eligible Obligor, or the uncollectability of the underlying Receivable as a result of the Eligible Obligor's creditworthiness.

Payment of Expenses and Taxes. The Borrower Company agrees (a) to pay or reimburse the Administrative Agent and each Lender for all their respective its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, printing preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Documents Notes and any other documents prepared in connection herewith or therewithherewith, and the consummation and administration of the transactions contemplated hereby and thereby, together with including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent and each LenderAgent, (b) to pay or reimburse each Lender Bank and the Administrative Agent for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the Revolving Notes and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent and to the Lenders (including reasonable allocated costs of in-house legal counsel)several Banks, (c) on demand, to pay, indemnify, and indemnify and hold harmless 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 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 Credit Documents Notes and any such other documents, and (d) to pay, indemnify, and indemnify and hold harmless each Lender Bank and the Administrative Agent and their Affiliates harmless from and against, against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the Credit Documents Notes, and any such other documents and the use, or proposed use, of proceeds of the Revolving Loans (all of the foregoing, collectively, the “"indemnified liabilities”"); , provided, however, that the Borrower Company shall not have any no obligation hereunder to the Administrative Agent, any Lender Agent or any such Affiliate Bank with respect to indemnified liabilities arising from (i) the gross negligence or willful misconduct of the Administrative AgentAgent or such Bank, (ii) legal proceedings commenced or claims against the Administrative Agent or such Bank by any security holder or creditor thereof arising out of and based upon rights afforded any such Lender security holder or creditor solely in its capacity as such, or (iii) legal proceedings commenced or claims against the Administrative Agent or such Bank by any such Affiliate, as determined other Bank or by a court of competent jurisdictionany Transferee. The agreements in this Section 9.5 subsection shall survive repayment or assignment of the Revolving Loans, Revolving Notes and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent and each Lender for all their respective its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, printing preparation and execution of, and any amendment, supplement or modification to, this Agreement Agreement, the Notes and the other Credit Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, together with including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent and each LenderAgent, (b) to pay or reimburse each Lender and the Administrative Agent for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the Revolving Notes Notes, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent and to the several Lenders (including reasonable allocated costs but excluding any transfer or similar taxes arising solely from the event of in-house legal counselan assignment by a Lender under subsection 10.6(c)), (c) on demand, to pay, indemnify, and hold each Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the Credit Notes, the other Loan Documents and any such other documentsdocuments (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 and the Administrative Agent and their Affiliates harmless from and against, against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the Credit Notes, the other Loan Documents and any such other documents and the usedocuments, or proposed useincluding, of proceeds without limitation, any of the Revolving Loans foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower or any of its Subsidiaries (all of the foregoingforegoing in this clause (d), collectively, the “"indemnified liabilities”"); , provided, however, that the Borrower shall not have any no obligation hereunder to the Administrative Agent, Agent or any Lender or any such Affiliate with respect to indemnified liabilities arising from (i) the gross negligence or willful misconduct of the Administrative Agent, Agent or any such Lender or (ii) legal proceedings commenced against the Administrative Agent or any such AffiliateLender 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. Notwithstanding the foregoing, except as determined provided in clause (c) above, the Borrower shall have no obligation under this subsection 10.5 to the Administrative Agent or any Lender with respect to any tax, levy, impost, duty, charge, fee, deduction or withholding imposed, levied, collected, withheld or assessed by a court of competent jurisdictionany Governmental Authority. The agreements in this Section 9.5 subsection shall survive repayment or assignment of the Revolving Loans, Revolving Notes and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees Applicant agrees, promptly upon presentation of a statement or invoice therefor, and whether any Letter of Credit is issued (ai) to pay or reimburse the Administrative Agent and each Lender for all their respective reasonable its out-of-pocket costs and expenses reasonably incurred in connection with (A) the development, preparation, negotiation, printing preparation and execution of, the Credit Documents and any amendment, supplement or modification tothereto (whether or not executed), this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, therewith and the consummation and administration of the transactions contemplated hereby and thereby, together including syndication, and (B) any costs incurred in connection with any confirmation of any Letters of Credit and, including, in each case without limitation, the reasonable attorneys’fees and disbursements, (ii) to pay or reimburse the Agent or the Issuing Bank for the cost of any confirmation of any Letter of Credit, (iii) to pay or reimburse the Agent, the Issuing Bank and the Banks for all of their respective costs and expenses, including, without limitation reasonable fees and disbursements of counsel to the Administrative Agent and each Lendercounsel, (b) to pay or reimburse each Lender and the Administrative Agent for all its reasonable costs and expenses incurred in connection with (A) any Default or Event of Default and any enforcement or collection proceedings resulting therefrom or in connection with the negotiation of any restructuring or “work-out” (whether consummated or not) of the obligations of the Credit Parties under any of the Credit Documents, and (B) the enforcement or preservation of any rights under this Agreement, the Revolving Notes and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent and to the Lenders (including reasonable allocated costs of in-house legal counsel)Section, (civ) on demand, to pay, indemnify, and hold each Lender Bank, the Issuing Bank and the Administrative Agent harmless from, 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 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 directions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, the Credit Documents and any such other documents, and (dv) to pay, indemnify, indemnify and hold each Lender Bank, the Issuing Bank and the Administrative Agent and each of their Affiliates respective officers, directors and employees harmless from and against, against any and all other liabilities, obligations, claims, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature name whatsoever (including, without limitation reasonable counsel fees and disbursements) with respect to the execution, delivery, enforcement, enforcement and performance and administration of the Credit Documents Documents, the issuance and any such other documents and the use, or proposed use, of proceeds use of the Revolving Loans Letters of Credit (all of the foregoing, collectively, the “indemnified liabilities”)) and, if and to the extent that the foregoing indemnity may be unenforceable for any reason, the Applicant agrees to make the maximum payment permitted or not prohibited under applicable law; provided, however, that the Borrower Applicant shall not have any no obligation hereunder to pay indemnified liabilities to the Administrative Agent, any Lender the Issuing Bank or any such Affiliate with respect to indemnified liabilities Bank arising from the finally adjudicated gross negligence or willful misconduct of the Administrative Agent, any the Issuing Bank or such Lender Bank or claims between one indemnified party and another indemnified party (or any final settlement in which the Agent, the Issuing Bank, or such Affiliate, as determined by a court Bank admits being guilty of competent jurisdictiongross negligence or willful misconduct). The Applicant further agrees that all payments made pursuant to this Section 10.5 shall be made in Dollars. The agreements in this Section 9.5 shall survive repayment or assignment the termination of the Revolving Loans, Revolving Notes Commitment and the payment of all other amounts payable hereunderunder the Credit Documents.

Payment of Expenses and Taxes. The Borrower Company agrees (a) to pay or reimburse the Administrative each Agent and each Lender for all their respective its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, printing preparation and execution of, and any amendment, supplement or modification to, this Agreement Agreement, the Notes and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, together with including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent and each LenderAgent, (b) to pay or reimburse each Lender and the Administrative each Agent for all its reasonable costs and expenses incurred in connection with the enforcement, attempted enforcement or preservation of any rights under this Agreement, the Revolving Notes Notes, any other Credit Document and any such other documentsdocuments related thereto (including all such costs and expenses incurred during any "workout" or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including, without limitation, the reasonable fees and disbursements of counsel to the Administrative each Agent and counsel to the several Lenders (including reasonable including, without duplication, the allocated costs of in-house legal counselcounsel to any Lender), (c) on demand, to pay, indemnify, and hold each Lender and the Administrative each Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the Credit Documents Notes and any such other documents, and (d) to pay, indemnify, and hold each Lender and the Administrative Lender, each Agent and each of their Affiliates respective Affiliates, officers, directors, employees, counsel, agents and attorneys-in-fact (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 Notes, the LOC Documents and the other Credit Documents Documents, the use of proceeds of the Loans and Letters of Credit and any such other documents and the usedocuments, or proposed useincluding, of proceeds without limitation, any of the Revolving Loans foregoing relating to the violation of, noncompliance with or liability under, any environmental or other law applicable to the operations of the Company, any of its Subsidiaries or any of the its respective properties (all of the foregoingforegoing in this clause (d), collectively, the “"indemnified liabilities”"); provided, however, provided that the Borrower Company shall not have any no obligation hereunder to the Administrative Agent, any Agent or any Lender or any such Affiliate with respect to indemnified liabilities arising from the negligence or willful misconduct of the Administrative Agent, any such Lender or any such Affiliate, as which have been finally determined by a court of competent jurisdictionjurisdiction to have arisen from the gross negligence, bad faith or willful misconduct of such indemnified person. The agreements in this Section 9.5 subsection shall survive repayment or assignment of the Revolving Loans, Revolving Notes the LOC Obligations and all other amounts payable hereunderhereunder or under the other Credit Documents.

Payment of Expenses and Taxes. The Borrower Kimco agrees (a) to pay or reimburse the Administrative Agent and each Lender for all their respective its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, printing preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Documents Loan Documents, any 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, together with including the reasonable fees and disbursements of counsel to the Administrative Agent and each Lender, Agent; (b) to pay or reimburse each Lender, the Issuing Lender and the Administrative Agent for all its reasonable costs and expenses (including post-judgment costs and expenses) incurred in connection with the enforcement or preservation of any rights under this Agreement, the Revolving Notes other Loan Documents, any Letters of Credit, and any such other documents, including, without limitation, including the reasonable fees and disbursements of counsel to the Administrative Agent Agent, the Issuing Lender and to the Lenders (including reasonable allocated costs of in-house legal counsel), several Lenders; (c) on demand, to pay, indemnify, and indemnify and hold harmless each Lender, the Issuing Lender and the Administrative Agent harmless from(and their respective affiliates, officers, directors, employees, advisors and agents) from and against, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other 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, the Existing Credit Documents Agreement, this Agreement, the other Loan Documents, any Letters of Credit, 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 Affiliates harmless respective affiliates, officers, directors, employees, advisors and agents) 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 (and regardless of whether pre-judgment or post-judgment) with respect to the execution, delivery, enforcement, performance and administration of the Existing Credit Documents Agreement, this Agreement, the other Loan Documents, the Letters of Credit, and any such other documents and the usedocuments, or proposed use, of proceeds including any of the Revolving Loans foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of Kimco, any of its Subsidiaries or any of the Properties (all of the foregoingforegoing in this clause (d), collectively, the “"indemnified liabilities”"); provided, however, provided that the Borrower Kimco shall not have any no obligation hereunder to the Administrative Agent, any Lender or any such Affiliate indemnitee with respect to indemnified liabilities arising from the gross negligence or willful misconduct of the Administrative Agent, any such Lender or any such Affiliate, as determined by a court of competent jurisdictionindemnitee. The agreements in this Section 9.5 10.5 shall survive repayment the termination of this Agreement, the expiration, cancellation, or assignment other termination of the Letters of Credit, and the payment of the Revolving Credit Loans, Revolving Notes 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 and each Lender the Arranger for all their respective reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, printing and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, together with the reasonable fees and disbursements of counsel to the Administrative Agent and each Lenderthe Arranger, (b) to pay or reimburse each Lender and the Administrative Agent and, if an Event of Default shall have occurred and is continuing, each Lender for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, Agreement and the Revolving Notes and any such other documentsCredit Documents, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent and to the Lenders (including reasonable allocated costs of in-house legal counsel), and (c) on demand, to pay, indemnify, and hold each Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, 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, the Credit Documents and any such other documents, except for such recording and filing fees and any and all stamp, excise and other similar taxes payable in connection with any transfer under Section 9.6 of this Agreement, and (d) to pay, indemnify, and hold each Lender and the Administrative Agent and their 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 the Credit Documents and any such other documents and the use, or proposed use, of proceeds of the Revolving Loans (all of the foregoing, collectively, the “"indemnified liabilities”"); provided, however, that the Borrower shall not have any obligation hereunder to the Administrative Agent, Agent or any Lender or any such Affiliate with respect to indemnified liabilities arising from the gross negligence or willful misconduct of the Administrative Agent, any such Lender Agent or any such AffiliateLender, as determined by a court of competent jurisdictionjurisdiction pursuant to a final non-appealable judgment. The agreements in this Section 9.5 shall survive repayment or assignment of the Revolving Loans, Revolving Notes and all other amounts payable hereunderCredit Party Obligations.

Payment of Expenses and Taxes. The Borrower agrees Credit Parties jointly and severally agree (a) to pay or reimburse the Administrative Agent and each Lender the Lead Arrangers for all their respective reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, printing and execution of, and any amendment, supplement or modification to, this Credit Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, together with the reasonable fees and disbursements of counsel to the Administrative Agent and each Lenderthe Lead Arrangers (including one New York counsel and one local counsel in any applicable jurisdiction), (b) to pay or reimburse each Lender and the Administrative Agent for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, Credit Agreement and the Revolving Notes and any such other documentsCredit Documents, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent and to the Lenders (including reasonable allocated costs of in-house legal counsel)Lenders, and (c) on demand, to pay, indemnify, and hold each Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, 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, the Credit Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and the Administrative Agent and their 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 the Credit Documents and any such other documents and the use, or proposed use, of proceeds of the Revolving Loans (all of the foregoing, collectively, the “indemnified liabilitiesIndemnified Liabilities”); provided, however, that the Borrower shall not have any obligation hereunder to the Administrative Agent, Agent or any Lender or any such Affiliate with respect to indemnified liabilities Indemnified Liabilities arising from the gross negligence or willful misconduct of the Administrative Agent, any such Lender Agent or any such AffiliateLender, as determined by a court of competent jurisdictionjurisdiction pursuant to a final non-appealable judgment. The agreements in this Section 9.5 11.5 shall survive repayment or assignment of the Revolving Loans, Revolving Notes and all other amounts payable hereunderCredit Party Obligations.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse each of the Administrative Agent and each Lender the Arranger for all their respective its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, printing syndication and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, together with including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent and each Lenderthe Arranger, (b) to pay or reimburse each Lender and the Administrative Agent for all its reasonable costs and expenses incurred during the continuance of any Default or Event of Default in connection with the enforcement or preservation of any rights under this Agreement, the Revolving Notes other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to each Lender and of counsel to the Administrative Agent and to the Lenders (including reasonable allocated costs of in-house legal counsel)Agent, (c) on demand, to pay, indemnify, and hold each Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the Credit other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender Lender, the Arranger and the Administrative Agent and their Affiliates harmless from and against, against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the Credit other Loan Documents and any such other related documents and or the use, or proposed use, use of the proceeds of the Revolving Loans Loans, 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 (all of the foregoingforegoing in this clause (d), collectively, the “"indemnified liabilities”"); provided, howeverPROVIDED, that the Borrower Company shall not have any no obligation hereunder to the Administrative Agent, the Arranger or any Lender or any such Affiliate with respect to indemnified liabilities arising from the gross negligence or willful misconduct of the Administrative Agent, any such Lender the Arranger or any such Affiliate, as determined by a court of competent jurisdictionLender. The agreements in this Section 9.5 subsection shall survive repayment or assignment of the Revolving Loans, Revolving Notes Loans and all other amounts payable hereunderhereunder for a period of one year.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or ----------------------------- reimburse the Administrative Agent and each Lender for all their respective reasonable its out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, printing preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, together with including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent Lender and each Lender's Engineer, (b) to pay or reimburse each Lender and the Administrative Agent for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the Revolving Notes other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent and to the Lenders (including reasonable allocated costs of in-house legal counsel)Lender, (c) on demand, to pay, indemnify, 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, mortgage, stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with 39 the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the Credit other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and the Administrative Agent and their Affiliates harmless from and against, against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the Credit other Loan Documents and any such other documents and the usedocuments, or proposed useincluding, of proceeds without limitation, any of the Revolving Loans foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of Borrower or any of the Properties (all of the foregoingforegoing in this clause (d), collectively, the “indemnified liabilities”"Indemnified Liabilities"); , provided, however, that the Borrower shall not have any ----------------------- no obligation hereunder to the Administrative Agent, any Lender or any such Affiliate with respect to indemnified liabilities Indemnified Liabilities arising from the gross negligence or willful misconduct of the Administrative Agent, any such Lender or any such Affiliate, as determined by a court of competent jurisdictionLender. The agreements in this Section 9.5 shall survive repayment or assignment of the Revolving Loans, Revolving Notes Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Each Borrower agrees (a) to pay or reimburse the Administrative Agent and each Lender for all their respective its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, printing preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Documents Loan Documents, any 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, together with including the reasonable fees and disbursements of counsel to the Administrative Agent and each Lender, Agent; (b) to pay or reimburse each Lender, the Issuing Lender and the Administrative Agent for all its reasonable costs and expenses (including post-judgment costs and expenses) incurred in connection with the enforcement or preservation of any rights under this Agreement, the Revolving Notes other Loan Documents, any Letters of Credit, and any such other documents, including, without limitation, including the reasonable fees and disbursements of counsel to the Administrative Agent Agent, the Issuing Lender and to the Lenders (including reasonable allocated costs of in-house legal counsel), several Lenders; (c) on demand, to pay, indemnify, and indemnify and hold harmless each Lender, the Issuing Lender and the Administrative Agent harmless from(and their respective affiliates, officers, directors, employees, advisors and agents) from and against, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other 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, the Original Credit Documents Agreement, this Agreement, the other Loan Documents, any Letters of Credit, 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 Affiliates harmless respective affiliates, officers, directors, employees, advisors and agents) 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 (and regardless of whether pre-judgment or post-judgment) with respect to the execution, delivery, enforcement, performance and administration of the Original Credit Documents Agreement, this Agreement, the other Loan Documents, the Letters of Credit, and any such other documents and the usedocuments, or proposed use, of proceeds including any of the Revolving Loans foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of Kimco, any of its Subsidiaries or any of the Properties (all of the foregoingforegoing in this clause (d), collectively, the “indemnified liabilities”); provided, however, provided that the Borrower Borrowers shall not have any no obligation hereunder to the Administrative Agent, any Lender or any such Affiliate indemnitee with respect to indemnified liabilities arising from the gross negligence or willful misconduct of the Administrative Agent, any such Lender or any such Affiliate, as determined by a court of competent jurisdictionindemnitee. The agreements in this Section 9.5 10.5 shall survive repayment the termination of this Agreement, the expiration, cancellation, or assignment other termination of the Letters of Credit, and the payment of the Revolving Loans, Revolving Notes Credit Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees agrees, promptly upon presentation of a statement or invoice therefor, and whether any Loan is made (ai) to pay or reimburse the Bank of America, Administrative Agent and each Lender Bank of America in its capacity as Lead Arranger for all of their respective reasonable out-of-pocket costs and expenses reasonably incurred in connection with the development, preparation, negotiation, printing negotiation and execution of, the Loan Documents, the syndication of the loan transaction evidenced by this Agreement (whether or not such syndication is completed) and any amendment, supplement or modification tohereto (whether or not executed), this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, therewith and the consummation and administration of the transactions contemplated hereby and thereby, together with the reasonable fees and disbursements of counsel to the Administrative Agent and each Lender, (b) to pay or reimburse each Lender and the Administrative Agent for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the Revolving Notes and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent and to the Lenders (including reasonable allocated costs of in-house legal counsel)Special Counsel, (cii) on demandto pay or reimburse each Credit Party for all of its respective reasonable costs and expenses, including, without limitation, reasonable fees and disbursements of counsel, reasonably incurred in connection with (x) any Default or Event of Default and any enforcement or collection proceedings resulting therefrom (including, without limitation, any reasonable costs incurred after the entry of judgment in an attempt to collect money due in the judgment) or in connection with the negotiation of any restructuring or “work-out” (whether consummated or not) of the obligations of the Borrower under any of the Loan Documents and (y) the enforcement of this Section, (iii) to pay, indemnify, and hold each Lender Credit Party harmless 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 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, the Credit Loan Documents and any such other documents, and (div) to pay, indemnify, indemnify and hold each Lender Credit Party and the Administrative Agent each of their respective officers, directors, employees, affiliates, agents, controlling persons and their Affiliates attorneys (as used in this Section, each an “indemnified person”) harmless from and against, against any and all other liabilities, obligations, claims, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including, without limitation, reasonable counsel fees and disbursements) with respect to any claim, investigation or proceeding from any third party relating to this Agreement or the executionLoan Documents, delivery, enforcement, including the enforcement and performance and administration of the Credit Loan Documents and any such other documents and the use, or proposed use, use of the proceeds of the Revolving Loans (all of the foregoing, collectively, the “indemnified liabilities”), whether or not any such indemnified person is a party to this Agreement or the Loan Documents, and to reimburse each indemnified person for all reasonable legal and other expenses incurred in connection with investigating or defending any indemnified liabilities, and, if and to the extent that the foregoing indemnity may be unenforceable for any reason, the Borrower agrees to make the maximum payment permitted or not prohibited under applicable law; provided, however, that the Borrower shall not have any no obligation hereunder to the Administrative Agent, any Lender or any such Affiliate with respect to pay indemnified liabilities to any Credit Party arising from (A) the gross negligence or willful misconduct of such Credit Party or (B) disputes solely between the Administrative AgentCredit Parties and which are not related to any act or failure to act on the part of the Borrower or the failure of the Borrower to perform any of its obligations under this Agreement or the Loan Documents. Notwithstanding the foregoing, the fees and expenses referred to in clause (iv) of the preceding paragraph shall not be payable by the Borrower if (x) any such Lender enforcement action brought by such Credit Party is dismissed, with prejudice, on the pleadings or pursuant to a motion made by the Borrower for summary judgment, and (y) if such Credit Party appeals such dismissal, such dismissal is affirmed and the time for any such Affiliate, as determined by a court of competent jurisdictionfurther appeals has expired. The agreements in obligations of the Borrower under this Section 9.5 shall survive repayment or assignment the termination of this Agreement and the Commitments and the payment of the Revolving Loans, Revolving Notes and all other amounts payable hereunderunder the Loan Documents.

Payment of Expenses and Taxes. The Borrower agrees Applicant agrees, promptly upon presentation of a statement or invoice therefor, and whether any Letter of Credit is issued (ai) to pay or reimburse the Administrative Agent and each Lender for all their respective reasonable its out-of-pocket costs and expenses reasonably incurred in connection with (A) the development, preparation, negotiation, printing preparation and execution of, the Credit Documents and any amendment, supplement or modification tothereto (whether or not executed), this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, therewith and the consummation and administration of the transactions contemplated hereby and thereby, together including syndication, and (B) any costs incurred in connection with any confirmation of any Letters of Credit and, including, in each case without limitation, the reasonable attorneys’fees and disbursements, (ii) to pay or reimburse the Agent or the Issuing Bank for the cost of any confirmation of any Letter of Credit, (iii) to pay or reimburse the Agent, the Issuing Bank and the Banks for all of their respective costs and expenses, including, without limitation reasonable fees and disbursements of counsel to the Administrative Agent and each Lendercounsel, (b) to pay or reimburse each Lender and the Administrative Agent for all its reasonable costs and expenses incurred in connection with (A) any Default or Event of Default and any enforcement or collection proceedings resulting therefrom or in connection with the negotiation of any restructuring or “work-out”(whether consummated or not) of the obligations of the Credit Parties under any of the Credit Documents, and (B) the enforcement or preservation of any rights under this Agreement, the Revolving Notes and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent and to the Lenders (including reasonable allocated costs of in-house legal counsel)Section, (civ) on demand, to pay, indemnify, and hold each Lender Bank, the Issuing Bank and the Administrative Agent harmless from, 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 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 directions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, the Credit Documents and any such other documents, and (dv) to pay, indemnify, indemnify and hold each Lender Bank, the Issuing Bank and the Administrative Agent and each of their Affiliates respective officers, directors and employees harmless from and against, against any and all other liabilities, obligations, claims, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature name whatsoever (including, without limitation reasonable counsel fees and disbursements) with respect to the execution, delivery, enforcement, enforcement and performance and administration of the Credit Documents Documents, the issuance and any such other documents and the use, or proposed use, of proceeds use of the Revolving Loans Letters of Credit (all of the foregoing, collectively, the “indemnified liabilities”)) and, if and to the extent that the foregoing indemnity may be unenforceable for any reason, the Applicant agrees to make the maximum payment permitted or not prohibited under applicable law; provided, however, that the Borrower Applicant shall not have any no obligation hereunder to pay indemnified liabilities to the Administrative Agent, any Lender the Issuing Bank or any such Affiliate with respect to indemnified liabilities Bank arising from the finally adjudicated gross negligence or willful misconduct of the Administrative Agent, any the Issuing Bank or such Lender Bank or claims between one indemnified party and another indemnified party (or any final settlement in which the Agent, the Issuing Bank, or such Affiliate, as determined by a court Bank admits being guilty of competent jurisdictiongross negligence or willful misconduct). The Applicant further agrees that all payments made pursuant to this Section 10.5 shall be made in Dollars. The agreements in this Section 9.5 shall survive repayment or assignment the termination of the Revolving Loans, Revolving Notes Commitment and the payment of all other amounts payable hereunderunder the Credit Documents.

Payment of Expenses and Taxes. The Borrower agrees Credit Parties jointly and severally agree (a) to pay or reimburse the Administrative Agent and each Lender the Lead Arrangers for all their respective reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, printing and execution of, and any amendment, supplement or modification to, this Credit Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, together with the reasonable fees and disbursements of counsel to the Administrative Agent and each Lenderthe Lead Arrangers (including one New York counsel and one local counsel in any applicable jurisdiction), (b) to pay or reimburse each Lender and the Administrative Agent for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, Credit Agreement and the Revolving Notes and any such other documentsCredit Documents, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent and to the Lenders (including reasonable allocated costs of in-house legal counsel)Lenders, and (c) on demand, to pay, indemnify, and hold each Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, 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, the Credit Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and the Administrative Agent and their 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 the Credit Documents and any such other documents and the use, or proposed use, of proceeds of the Revolving Loans (all of the foregoing, collectively, the “indemnified liabilities“ Indemnified Liabilities ”); providedprovided , howeverhowever , that the Borrower shall not have any obligation hereunder to the Administrative Agent, Agent or any Lender or any such Affiliate with respect to indemnified liabilities Indemnified Liabilities arising from the gross negligence or willful misconduct of the Administrative Agent, any such Lender Agent or any such AffiliateLender, as determined by a court of competent jurisdictionjurisdiction pursuant to a final non-appealable judgment. The agreements in this Section 9.5 11.5 shall survive repayment or assignment of the Revolving Loans, Revolving Notes and all other amounts payable hereunderCredit Party Obligations.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent and each Lender for all their respective its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, printing preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, together with including, without limitation, the reasonable fees fees, disbursements and disbursements other charges of counsel to the Administrative Agent and each Lender, (b) to pay or reimburse each the Lender and the Administrative Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the Revolving Notes other Credit Documents and any such other documents, including, without limitation, the reasonable fees fees, disbursements and disbursements other charges of counsel to the Administrative Agent and to the Lenders (including reasonable allocated costs of in-house legal counsel)Lender, (c) on demand, to pay, indemnify, and hold each harmless 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 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 Credit Documents and any such other documents, and (d) to pay, indemnify, and hold each harmless the Lender and the Administrative Agent its directors, officers, employees, trustees and their Affiliates harmless agents 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 whatsoever, including, without limitation, reasonable and documented fees, disbursements and other charges of counsel, with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Credit Documents and any such other documents and the usedocuments, or proposed useincluding, of proceeds without limitation, any of the Revolving Loans foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries or any of the Properties (all of the foregoingforegoing in this clause (d), collectively, the “indemnified liabilities”"INDEMNIFIED LIABILITIES"); provided, however, PROVIDED that the Borrower shall not have any no obligation hereunder to the Administrative AgentLender nor any of its directors, any Lender or any such Affiliate officers, employees and agents with respect to indemnified liabilities arising from (i) the gross negligence or willful misconduct of the Administrative Agent, any such party to be indemnified or (ii) disputes between the Lender or any such Affiliate, as determined by a court of competent jurisdictionand its transferee(s). The agreements in this Section 9.5 12.5 shall survive repayment or assignment of the Revolving Loans, Revolving Notes Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower Citigroup agrees (a) to pay or reimburse the Administrative Agent and each Lender U.S. Federal Parties for all their respective of the U.S. Federal Parties’ reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiationreview, printing negotiation and execution of, and any amendment, supplement or modification to, this Master Agreement and the other Credit Program Documents and any other documents prepared in connection herewith or therewiththerewith or in connection with the transactions contemplated thereby, and the consummation and administration of the transactions contemplated hereby and thereby, together with including the reasonable fees and disbursements of counsel to the Administrative Agent U.S. Federal Parties (including Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP) and each Lenderexperts retained by the U.S. Federal Parties (including PricewaterhouseCoopers LLP and BlackRock Financial Management, Inc.), (b) to pay or reimburse each Lender and the Administrative Agent U.S. Federal Parties for all its reasonable costs and expenses incurred by them in connection with the enforcement or preservation of any rights under this Master Agreement, the Revolving Notes other Program Documents and any such other documents, including, without limitation, including the reasonable fees and disbursements of counsel to the Administrative Agent and to the Lenders (including reasonable allocated costs of in-house legal counsel)U.S. Federal Parties, (c) on demand, to pay, indemnify, and hold each Lender the U.S. Federal Parties and the Administrative Agent their Related 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 similar taxestaxes (other than those of the nature of an income tax), 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 and modification of, or any waiver or consent under or in respect of, this Master Agreement, the Credit other Program Documents and any such other documents, documents and (d) to pay, indemnify, and hold each Lender and the Administrative Agent U.S. Federal Parties and their Affiliates Related Parties (each, an “Indemnitee”) harmless from and against, any and all other liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect whatsoever, including the reasonable fees and disbursements of counsel to the executionan Indemnitee (including allocated costs of internal counsel), deliverywhich may be imposed on, enforcement, performance and administration of the Credit Documents and any such other documents and the useincurred by, or proposed useasserted against any Indemnitee, in any way relating to or arising out of proceeds this Master Agreement or the transactions contemplated hereby or the breach of the Revolving Loans any representation or warranty made herein by Citigroup or any action taken or omitted to be taken by it hereunder (all of the foregoing, collectively, the “indemnified liabilitiesIndemnified Liabilities”); provided, however, provided that the Borrower Citigroup shall not have be liable to any obligation hereunder Indemnitee for any portion of such Indemnified Liabilities to the Administrative Agentextent it is found by a final, any Lender or any such Affiliate with respect to indemnified liabilities arising from the negligence or willful misconduct nonappealable decision of the Administrative Agent, any such Lender or any such Affiliate, as determined by a court of competent jurisdictionjurisdiction to have resulted from such Xxxxxxxxxx’s gross negligence or willful misconduct. If and to the extent that the foregoing indemnification is for any reason held unenforceable, Citigroup agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. The agreements in this Section 9.5 13.5 shall survive repayment or assignment of the Revolving LoansTreasury Advances, Revolving Notes the FDIC Advances, the FRBNY Loan and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Syndication Agent and each Lender for all their respective its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, printing preparation and execution of, and any amendment, supplement or modification to, of this Agreement and the other Credit Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, together with including the reasonable fees and disbursements of counsel to the Syndication Agent and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Borrower prior to the Closing Date (in the case of amounts to be paid on the Closing Date) and from time to time thereafter on a quarterly basis or such other periodic basis as such Agent shall deem appropriate and of the Administrative Agent and each Lenderwith respect of any supplement, amendment or modification hereof or thereof, (b) to pay or reimburse each Lender and the Administrative Agent for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the Revolving Notes and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent and to the Lenders (including reasonable allocated costs of in-house legal counsel), (c) on demand, to pay, indemnify, and hold each Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, 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, the Credit Loan Documents and any such other documents, including the fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel without duplication of services from outside counsel) to each Lender and of counsel to such Agent and (dc) to pay, indemnify, and hold each Lender and the Administrative Agent and their Affiliates respective officers, directors, employees, affiliates, agents and controlling persons (each, an "Indemnitee") harmless from ---------- and against, against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the Credit other Loan Documents and any such other documents and documents, including any of the use, or proposed use, foregoing relating to the use of proceeds of the Revolving Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of any Group Member or any of the Properties and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all of the foregoingforegoing in this clause (d), collectively, the “indemnified liabilities”"Indemnified Liabilities"); , provided, however, that the Borrower shall not ----------------------- -------- have any no obligation hereunder to the Administrative Agent, any Lender or any such Affiliate Indemnitee with respect to indemnified liabilities arising Indemnified Liabilities to the extent such Indemnified Liabilities have resulted from the gross negligence or willful misconduct of such Indemnitee or its respective officers, directors, employees, agents, affiliates or controlling persons. Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee, except to the extent arising out of the gross negligence or willful misconduct of any Indemnitee. All amounts due under this Section 11.5 shall be payable not later than 10 days after written demand therefore, showing in reasonably detail the basis for the calculation thereof. Statements payable by the Borrower pursuant to this Section 11.5 shall be submitted to Xxxx Xxxxxx (Telephone No. 000-000-0000 (Telecopy No. 920-991-7256) at the address of the Borrower set forth in Section 11.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent, any such Lender or any such Affiliate, as determined by a court of competent jurisdiction. The agreements in this Section 9.5 11.5 shall survive repayment or assignment of the Revolving Loans, Revolving Notes Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees Credit Parties jointly and severally agree (a) to pay or reimburse the Administrative Agent and each Lender the Lead Arranger for all their respective reasonable out-out- of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, printing and execution of, and any amendment, supplement or modification to, this Credit Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, together with the reasonable fees and disbursements of counsel to the Administrative Agent and each Lenderthe Lead Arranger (subject to any limits agreed to by the Borrower and the Administrative Agent), (b) to pay or reimburse each Lender and the Administrative Agent for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, Credit Agreement and the Revolving Notes and any such other documentsCredit Documents, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent and to the Lenders (including reasonable allocated costs of in-house legal counsel)Lenders, (c) on demand, to pay, indemnify, and hold each Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, 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, the Credit Documents and any such other documents, (d) to pay or reimburse each Lender and the Administrative Agent for any costs, fees or expenses incurred in connection with any investigation (including, without limitation, background checks) performed to determine whether the Borrower or any of its Subsidiaries or any officer, director, shareholder or affiliate of the Borrower or any of its Subsidiaries has violated any Anti-Terrorism Laws or other similar law and (de) to pay, indemnify, and hold each Lender and the Administrative Agent and their Affiliates harmless from and against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs (including, without limitation, settlement costs), expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of the Credit Documents and any such other documents and the use, or proposed use, of proceeds of the Revolving Loans (all of the foregoing, collectively, the “indemnified liabilities”"Indemnified Liabilities"); provided, however, that the Borrower shall not have any obligation hereunder to the Administrative Agent, Agent or any Lender or any such Affiliate with respect to indemnified liabilities Indemnified Liabilities arising from the negligence or willful misconduct of the Administrative Agent, any such Lender Agent or any such AffiliateLender, as determined by a court of competent jurisdictionjurisdiction pursuant to a final non-appealable judgment. The agreements in this Section 9.5 10.5 shall survive repayment or assignment of the Revolving Loans, Revolving Notes and all other amounts payable hereunderCredit Party Obligations.

Payment of Expenses and Taxes. The Borrower Company agrees (a) to pay or reimburse the Administrative Agent and each Lender for all their respective of its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, printing preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, together with including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent and each LenderAgent, (b) to pay or reimburse each Lender Lender, the Syndication Agent, the Co-Documentation Agents and the Administrative Agent and each Related Party of any of the foregoing (each such Person being called an "Indemnitee") for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the Revolving Notes other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of one counsel to the Lenders (in addition to counsel to the Administrative Agent and to the Lenders (including reasonable allocated costs of in-house legal any local counsel), (c) on demand, to pay, indemnify, and hold each Lender and the Administrative Agent Indemnitee harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the Credit other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and the Administrative Agent and their Affiliates Indemnitee harmless from and against, against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including, without limitation, reasonable fees and disbursements of counsel) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the Credit other Loan Documents or the use of the proceeds of the Loans and any such other documents and the usedocuments, or proposed useincluding, of proceeds without limitation, any of the Revolving Loans 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 (all of the foregoingforegoing in this clause (d), collectively, the “"indemnified liabilities”"); provided, however, provided that the Borrower Company shall not have any no obligation hereunder to the Administrative Agent, any Lender or any such Affiliate Indemnitee with respect to indemnified liabilities arising to the extent determined by a final judgment of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Administrative Agent, any such Lender Indemnitee or any such Affiliate, as determined by a court of competent jurisdictionIndemnitee's Related Parties. The agreements in this Section 9.5 subsection 12.5 shall survive repayment or assignment of the Revolving Loans, Revolving Notes Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees Borrowers, jointly and severally, agree (a) to pay or reimburse the Administrative Agent and each Lender for all their respective of its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, printing and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, together with the reasonable fees and disbursements of counsel to the Administrative Agent and each Lender, (b) to pay or reimburse each Lender and the Administrative Agent for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the Revolving Notes and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent Lender) incurred in connection with the development, preparation and execution of this Agreement and the other Loan Documents and other documents prepared in connection herewith or therewith, and the consummation of the transactions contemplated hereby and thereby, and any amendment, supplement or modification to any of the foregoing, (b) to pay or reimburse the Lender for all its costs and expenses (including, without limitation, the reasonable fees and disbursements of counsel to the Lenders (including reasonable allocated costs Lender) incurred in connection with the enforcement or the preservation of in-house legal counsel)any rights under this Agreement, the other Loan Documents and any such other documents, (c) on demand, to pay, 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 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 Credit other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each the Lender and the Administrative Agent and their Affiliates harmless from and against, against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the Credit other Loan Documents or the use of the proceeds of the Loans and any such other documents and the usedocuments, or proposed useincluding, of proceeds without limitation, any of the Revolving Loans foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of any Borrower, any Subsidiary or any of the Properties (all of the foregoingforegoing in this clause (d), collectively, the “indemnified liabilities”); provided, howeverprovided that, that the Borrower Borrowers shall not have any no obligation hereunder to the Administrative Agent, any Lender or any such Affiliate with respect to indemnified liabilities to the extent arising from the negligence gross negligence, bad faith or willful misconduct of the Administrative Agent, any such Lender or any such Affiliate, as determined by a court of competent jurisdictionLender. The agreements in this Section subsection 9.5 shall survive repayment or assignment of the Revolving Loans, Revolving Notes 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 Lender for all their respective its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, printing preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Documents Loan Documents, any 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, together with including the reasonable fees and disbursements of counsel to the Administrative Agent and each Lender, Agent; (b) to pay or reimburse each Lender, the Issuing Lender and the Administrative Agent for all its reasonable costs and expenses (including post-judgment costs and expenses) incurred in connection with the enforcement or preservation of any rights under this Agreement, the Revolving Notes other Loan Documents, any Letters of Credit, and any such other documents, including, without limitation, including the reasonable fees and disbursements of counsel to the Administrative Agent Agent, the Issuing Lender and to the Lenders (including reasonable allocated costs of in-house legal counsel), several Lenders; (c) on demand, to pay, indemnify, and indemnify and hold harmless each Lender, the Issuing Lender and the Administrative Agent harmless from(and their respective affiliates, officers, directors, employees, advisors and agents) from and against, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other 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, the Existing Credit Documents Agreement, this Agreement, the other Loan Documents, any Letters of Credit, 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 Affiliates harmless respective affiliates, officers, directors, employees, advisors and agents) 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 (and regardless of whether pre-judgment or post-judgment) with respect to the execution, delivery, enforcement, performance and administration of the Existing Credit Documents Agreement, this Agreement, the other Loan Documents, the Letters of Credit, and any such other documents and the usedocuments, or proposed use, of proceeds including any of the Revolving Loans foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries or any of the Properties (all of the foregoingforegoing in this clause (d), collectively, the “"indemnified liabilities”"); provided, however, provided that the Borrower shall not have any no obligation hereunder to the Administrative Agent, any Lender or any such Affiliate indemnitee with respect to indemnified liabilities arising from the gross negligence or willful misconduct of the Administrative Agent, any such Lender or any such Affiliate, as determined by a court of competent jurisdictionindemnitee. The agreements in this Section 9.5 10.5 shall survive repayment the termination of this Agreement, the expiration, cancellation, or assignment other termination of the Letters of Credit, and the payment of the Revolving Credit Loans, Revolving Notes the Competitive Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower Company agrees (a) to pay or reimburse the each Administrative Agent and each Lender for all their respective of its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, printing preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, together with including, without limitation, the reasonable fees and disbursements of counsel to the each Administrative Agent and each LenderAgent, (b) to pay or reimburse each Lender Lender, the Syndication Agent, the Co-Documentation Agents and the each Administrative Agent and each Related Party of any of the foregoing (each such Person being called an “Indemnitee”) for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the Revolving Notes other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of one counsel to the Administrative Agent and to the Lenders (including reasonable allocated costs of in-house legal in addition to counsel to each Administrative Agent and any local counsel), (c) on demand, to pay, indemnify, and hold each Lender and the Administrative Agent Indemnitee harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the Credit other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and the Administrative Agent and their Affiliates Indemnitee harmless from and against, against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including, without limitation, reasonable fees and disbursements of counsel) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the Credit other Loan Documents or the use of the proceeds of the Loans and any such other documents and the usedocuments, or proposed useincluding, of proceeds without limitation, any of the Revolving Loans 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 (all of the foregoingforegoing in this clause (d), collectively, the “indemnified liabilities”); provided, however, provided that the Borrower Company shall not have any no obligation hereunder to the Administrative Agent, any Lender or any such Affiliate Indemnitee with respect to indemnified liabilities arising to the extent determined by a final judgment of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Administrative Agent, any such Lender Indemnitee or any such Affiliate, as determined by a court of competent jurisdictionIndemnitee’s Related Parties. The agreements in this Section 9.5 subsection 14.5 shall survive repayment or assignment of the Revolving Loans, Revolving Notes Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower Company agrees (a) to pay or reimburse the Administrative Agent and each Lender for all their respective reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, printing preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, together with including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent and each LenderAgent, (b) to pay or reimburse each Lender and the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the Revolving Notes Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent and, at any time after and during the continuance of an Event of Default, of one counsel to all the Lenders (including reasonable allocated costs of in-house legal counsel)Lenders, and (c) on demand, to pay, indemnify, and hold each Lender and the Administrative Agent (and their respective directors, officers, employees and agents) harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other 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, the Credit Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and the Administrative Agent (and their Affiliates respective directors, officers, employees and agents) harmless from and against, against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of the Credit Transaction Documents or the use of the proceeds of the Loans in connection with the Transactions and any such other documents and the use, or proposed use, of proceeds of the Revolving Loans (all of the foregoingforegoing in this clause (d), collectively, the “indemnified liabilities”"INDEMNIFIED LIABILITIES"); provided, however, PROVIDED that the Borrower Company shall not have any no obligation hereunder to the Administrative Agent, or any Lender (or any such Affiliate their respective directors, officers, employees and agents) with respect to indemnified liabilities arising from the gross negligence or willful wilful misconduct of the Administrative Agentindemnified party or, any such Lender in the case of indemnified liabilities arising under the Loan Documents, from material breach by the indemnified party of the Loan Documents, as the case may be. Subject to the foregoing proviso, and to the 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 so to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, (a) under or related to Environmental Laws or (b) arising from the use by unauthorized Persons of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such AffiliatePersons or for any special, as determined indirect, consequential or punitive damages in connection with the Loans, that any of them might have by a court of competent jurisdictionstatute or otherwise against any Indemnitee. The agreements in this Section 9.5 shall survive repayment or assignment of the Revolving Loans, Revolving Notes 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 Lender for all their respective its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, printing preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Loan Documents and any other documents prepared in connection herewith and therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of counsel to the Lender, (b) to pay or reimburse the Lender 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, together with including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent and each Lender, (b) to pay or reimburse each the Lender and the Administrative Agent for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the Revolving Notes other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent and to the Lenders (including reasonable allocated costs of in-house legal counsel)Lender, (c) on demand, to pay, 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 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 Credit other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each the Lender and the Administrative Agent and their Affiliates harmless from and against, against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the Credit other Loan Documents and any such other documents and the use, or proposed use, of proceeds of the Revolving Loans (all of the foregoingforegoing in this clause (d), collectively, the “indemnified liabilities”"Indemnified Liabilities"); provided, however, ----------- ----------- provided that the Borrower shall not have any no obligation hereunder to the Administrative Agent, any Lender or any such Affiliate with -------- respect to indemnified liabilities Indemnified Liabilities arising from the gross negligence or willful misconduct of the Administrative Agent, any such Lender or any such Affiliate, as determined by a court of competent jurisdictionLender. The agreements in this Section 9.5 subsection shall survive repayment or assignment of the Revolving Loans, Revolving Notes Loan and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower Citigroup agrees (a) to pay or reimburse the Administrative Agent and each Lender U.S. Federal Parties for all their respective of the U.S. Federal Parties’ reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiationreview, printing negotiation and execution of, and any amendment, supplement or modification to, this Master Agreement and the other Credit Program Documents and any other documents prepared in connection herewith or therewiththerewith or in connection with the transactions contemplated thereby, and the consummation and administration of the transactions contemplated hereby and thereby, together with including the reasonable fees and disbursements of counsel to the Administrative Agent U.S. Federal Parties (including Cxxxxx Xxxxxxxx Xxxxx & Hxxxxxxx LLP) and each Lenderexperts retained by the U.S. Federal Parties (including PricewaterhouseCoopers LLP and BlackRock Financial Management, Inc.), (b) to pay or reimburse each Lender and the Administrative Agent U.S. Federal Parties for all its reasonable costs and expenses incurred by them in connection with the enforcement or preservation of any rights under this Master Agreement, the Revolving Notes other Program Documents and any such other documents, including, without limitation, including the reasonable fees and disbursements of counsel to the Administrative Agent and to the Lenders (including reasonable allocated costs of in-house legal counsel)U.S. Federal Parties, (c) on demand, to pay, indemnify, and hold each Lender the U.S. Federal Parties and the Administrative Agent their Related 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 similar taxestaxes (other than those of the nature of an income tax), 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 and modification of, or any waiver or consent under or in respect of, this Master Agreement, the Credit other Program Documents and any such other documents, documents and (d) to pay, indemnify, and hold each Lender and the Administrative Agent U.S. Federal Parties and their Affiliates Related Parties (each, an “Indemnitee”) harmless from and against, any and all other liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect whatsoever, including the reasonable fees and disbursements of counsel to the executionan Indemnitee (including allocated costs of internal counsel), deliverywhich may be imposed on, enforcement, performance and administration of the Credit Documents and any such other documents and the useincurred by, or proposed useasserted against any Indemnitee, in any way relating to or arising out of proceeds this Master Agreement or the transactions contemplated hereby or the breach of the Revolving Loans any representation or warranty made herein by Citigroup or any action taken or omitted to be taken by it hereunder (all of the foregoing, collectively, the “indemnified liabilitiesIndemnified Liabilities”); provided, however, provided that the Borrower Citigroup shall not have be liable to any obligation hereunder Indemnitee for any portion of such Indemnified Liabilities to the Administrative Agentextent it is found by a final, any Lender or any such Affiliate with respect to indemnified liabilities arising from the negligence or willful misconduct nonappealable decision of the Administrative Agent, any such Lender or any such Affiliate, as determined by a court of competent jurisdictionjurisdiction to have resulted from such Indemnitee’s gross negligence or willful misconduct. If and to the extent that the foregoing indemnification is for any reason held unenforceable, Citigroup agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. The agreements in this Section 9.5 13.5 shall survive repayment or assignment of the Revolving LoansTreasury Advances, Revolving Notes the FDIC Advances, the FRBNY Loan and all other amounts payable hereunder.