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 the Lead Arrangers for all of their respective reasonable and documented out-of-pocket costs and expenses incurred in connection with the syndication of the Facilities and the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of one firm of counsel to the Administrative Agent and the Lead Arrangers (and, if necessary, one local counsel in any relevant 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, in each case, together with backup documentation supporting such reimbursement request, (b) to pay or reimburse each Lender and the Administrative Agent for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including the fees and disbursements of counsel to the Administrative Agent and the Lenders; provided, that the Borrower shall not be liable for the fees and disbursements of more than one separate firm for the Administrative Agent and the Lenders (unless there shall exist an actual conflict of interest among the Administrative Agent and the Lenders (or among the Lenders), in which case the Borrower shall be liable for the fees and disbursements of another separate counsel for the affected Person) and one local counsel in any material jurisdiction, (c) 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 similar taxes, if any, other than those found by a final and nonappealable decision of a court of competent jurisdiction to have been caused by the willful misconduct, bad faith or gross negligence of the Administrative Agent or any Lender that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and the Administrative Agent and their respective officers, directors, employees, affiliates, agents, advisors, partners, representatives and controlling persons (each, an “Indemnitee”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, judgments, suits or actions or other legal proceedings (whether brought by a third party or the Borrower or other Loan Party), costs, expenses or disbursements of any kind or nature whatsoever arising out of the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including any of the foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower or any Subsidiary or any of the Properties, any Environmental Claims, and the reasonable and documented fees and expenses of legal counsel (provided that the Borrower shall not be liable for the fees and expenses of more than one separate firm for the Indemnitees (unless there shall be an actual conflict of interest among the Indemnitees, in which case the Borrower shall be liable for the fees and expenses of another separate counsel for the affected Indemnitees) and one local counsel in any material jurisdiction) in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (d), collectively, the “Indemnified Liabilities”); provided, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities (x) to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee or any of its affiliates or their respective officers, directors or employees or (y) arising out of a dispute solely between Indemnitees not involving an act or omission by the Borrower or any of its Affiliates (other than any such indemnified liabilities asserted against any Indemnitee in its capacity, or in fulfilling its role, as an agent or Lead Arranger or similar role for any Facility (including any Incremental Facility)). The Borrower shall not be liable to for any special, indirect, consequential or punitive damages (other than as required pursuant to Section 10.5(c) or (d)). 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 Chief Financial Officer (Telephone No. (000) 000-0000) (Telecopy No. (000) 000-0000), at the address of the Borrower set forth in Section 10.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent. The agreements in this Section 10.5 shall survive the termination of this Agreement and the repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent and the Lead Arrangers for all of their respective its reasonable and documented out-of-pocket costs and expenses incurred in connection with the syndication of the Facilities and the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of one firm of counsel to the Administrative Agent and the Lead Arrangers (and, if necessary, one local counsel in any relevant jurisdiction) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Borrower prior to the Closing Restatement Effective Date (in the case of amounts to be paid on the Closing Restatement Effective Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Administrative Agent shall deem appropriate, in each case, together with backup documentation supporting such reimbursement request, (b) to pay or reimburse each Lender and the Administrative Agent for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including the fees and disbursements of counsel to the Lenders and of counsel to the Administrative Agent and the LendersAgent; provided, that the Borrower shall not be liable for the fees and disbursements of more than one separate firm for the Administrative Agent and the Lenders (unless there shall exist an actual conflict of interest among the Administrative Agent and Lenders) in connection with any one action or any separate but substantially similar or related actions in the Lenders (or among the Lenders)same jurisdiction, in which case nor shall the Borrower shall be liable for any settlement or extra-judicial resolution of claims without the fees and disbursements of another separate counsel for the affected Person) and one local counsel in any material jurisdictionBorrower’s written consent, (c) 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 similar taxes, if any, other than those found by a final and nonappealable decision of a court of competent jurisdiction to have been caused by the willful misconduct, bad faith or gross negligence of the Administrative Agent or any Lender that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Joint Lead Arranger, Lender and the Administrative Agent and their respective officers, directors, employees, affiliates, agents, advisors, partners, representatives agents and controlling persons (each, an “Indemnitee”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits or actions or other legal proceedings (whether brought by a third party or the Borrower or other Loan Party)suits, costs, expenses or disbursements of any kind or nature whatsoever arising out of (other than with respect to taxes, which shall be governed exclusively by Section 2.19) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including any of the foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower or any Subsidiary Group Member or any of the Properties, any Environmental Claims, Properties and the reasonable and documented fees and expenses of legal counsel (provided that the Borrower shall not be liable for the fees and expenses of more than one separate firm for the Indemnitees (unless there shall be an actual conflict of interest among the Indemnitees, in which case the Borrower shall be liable for the fees and expenses of another separate counsel for the affected Indemnitees) and one local counsel in any material jurisdiction) in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (d), collectively, the “Indemnified Liabilities”); , provided, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities (x) to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence, bad faith negligence or willful misconduct of such Indemnitee or any of its affiliates or their respective officersIndemnitee; provided further, directors or employees or (y) arising out of a dispute solely between Indemnitees not involving an act or omission by that that the Borrower or any of its Affiliates (other than any such indemnified liabilities asserted against any Indemnitee in its capacity, or in fulfilling its role, as an agent or Lead Arranger or similar role for any Facility (including any Incremental Facility)). The Borrower shall not be liable to for the fees and disbursements of more than one separate firm for any specialIndemnitees (unless there shall exist an actual conflict of interest among such Indemnitees) in connection with any one action or any separate but substantially similar or related actions in the same jurisdiction, indirect, consequential nor shall the Borrower be liable for any settlement or punitive damages (other than as required pursuant to Section 10.5(c) or (d))extra-judicial resolution of such Indemnitees’ claims without the Borrower’s written consent. Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. To the extent permitted by applicable law, no party hereto shall assert, and each such party hereby waives, any claim against any other party hereto, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document, or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof; provided that, nothing in this sentence shall relieve the Borrower of any obligation it may have to indemnify an Indemnitee against special, indirect, consequential or punitive damages asserted against such Indemnitee by a third party. No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. All amounts due under this Section 10.5 shall be payable not later than 10 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 10.5 shall be submitted to the Chief Financial Officer (Telephone No. (000) 000-0000) (Telecopy No. (000) 000-0000), at the address of the Borrower set forth in Section 10.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent. The agreements in this Section 10.5 shall survive the termination of this Agreement and the repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse each of the Administrative Agent, the Collateral Agent and the Joint Coordinating Lead Arrangers for all of their respective its reasonable and documented out-of-pocket costs and expenses incurred in connection with the syndication of the Facilities preparation, execution, delivery and the development, preparation and execution administration of, and any amendment, supplement or modification to, this Agreement and the other Loan Credit Documents and any other documents prepared in connection herewith or therewith, and the syndication, consummation and administration of the transactions contemplated hereby and thereby, including (i) the reasonable fees and disbursements of one firm of counsel to the Administrative Agent and the Lead Arrangers (and, if necessary, one local counsel in any relevant jurisdiction) Collateral 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 applicable Funding Date (in the case of amounts to be paid on the Closing applicable Funding Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Administrative Agent or the Collateral Agent, as applicable, shall deem appropriate, in each casecase where applicable, together pursuant to and subject to the terms of the Fee Letters and (ii) the reasonable and documented fees and out of pocket costs and expenses of the Independent Engineer in connection with backup documentation supporting such reimbursement requestservices rendered to the Administrative Agent with respect to the administration of this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, (b) to pay or reimburse each Lender Party, the Administrative Agent and the Administrative Collateral Agent for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Credit Documents and any such other documents, including the reasonable fees and disbursements of counsel to each Lender Party, of counsel to the Administrative Agent and of counsel to the Lenders; provided, that the Borrower shall not be liable for the fees and disbursements of more than one separate firm for the Administrative Agent and the Lenders (unless there shall exist an actual conflict of interest among the Administrative Agent and the Lenders (or among the Lenders), in which case the Borrower shall be liable for the fees and disbursements of another separate counsel for the affected Person) and one local counsel in any material jurisdictionCollateral Agent, (c) to pay, indemnify, and hold each Lender Party, the Administrative Agent and the Administrative Collateral Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and similar taxesOther Taxes, if any, other than those found by a final and nonappealable decision of a court of competent jurisdiction to have been caused by the willful misconduct, bad faith or gross negligence of the Administrative Agent or any Lender that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Credit Documents and any such other documentsdocuments (other than any such Taxes owing by a Lender Party with respect to any fee paid to such Lender Party in consideration for such waiver or consent by such Lender Party), and (d) to pay, indemnify, indemnify and hold each Joint Coordinating Lead Arranger, Lender and Party, the Administrative Agent, the Collateral Agent and their respective officers, directors, employees, affiliates, agents, advisors, partners, representatives and controlling persons Related Parties (each, an “Indemnitee”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits suits, costs or actions or other legal proceedings (whether brought by a third party or the Borrower or other Loan Party), costs, expenses or disbursements of any kind or nature whatsoever (other than any Taxes except for Non-Excluded Taxes and Other Taxes and such Taxes and any penalties, interest and expenses arising out of therefrom or with respect thereto required to be paid by the Borrower under the applicable Credit Documents) (x) Yards Creek – Credit Agreement with respect to the execution, delivery, enforcement, enforcement and performance and administration of this Agreement, the other Loan Credit Documents and any such other documents, including any of the foregoing relating to the use of proceeds of the Loans or (y) with respect to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower or any Subsidiary Borrower, the Project or any of the Properties, any Environmental Claimsand, in the case of (x) and (y), the reasonable and documented fees and expenses of legal counsel (provided that the Borrower shall not be liable for the fees and expenses of more than one separate firm for the Indemnitees (unless there shall be an actual conflict of interest among the Indemnitees, in which case the Borrower shall be liable for the fees and expenses of another separate counsel for the affected Indemnitees) and one local counsel in any material jurisdiction) in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Credit Document (all the foregoing in this clause (d), collectively, the “Indemnified Liabilities”); provided, provided that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities (x) to the extent such Indemnified Liabilities are found by a final and nonappealable non-appealable decision of a court of competent jurisdiction to have resulted from the gross negligence, bad faith negligence or willful misconduct of such Indemnitee or any of its affiliates or their respective officers, directors or employees or (y) arising out of a dispute solely between Indemnitees not involving an act or omission by the Borrower or any of its Affiliates (other than any such indemnified liabilities asserted against any Indemnitee in its capacity, or in fulfilling its role, as an agent or Lead Arranger or similar role for any Facility (including any Incremental Facility)). The Borrower shall not be liable to for any special, indirect, consequential or punitive damages (other than as required pursuant to Section 10.5(c) or (d))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 11.6 shall be payable not later than 10 ten (10) days after written demand therefor. Statements payable by the Borrower pursuant to this Section 10.5 11.6 shall be submitted to Chief Financial Officer (Telephone No. (000) 000-0000) (Telecopy No. (000) 000-0000)General Counsel, at the address of the Borrower set forth in Section 10.211.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent and the Collateral Agent. The agreements in this Section 10.5 11.6 shall survive the termination of this Agreement and the repayment of the Loans and all other amounts payable hereunderObligations.

Payment of Expenses and Taxes. The Borrower Company agrees (a) to pay or reimburse the Administrative Agent, the Syndication Agent and the Lead Arrangers Collateral Agent for all of their respective its reasonable and documented out-of-pocket or invoiced out‑of‑pocket costs and expenses incurred in connection with the syndication of the Facilities and the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable and documented or invoiced fees and disbursements of one firm of a single counsel to each of (i) the Administrative Agent and the Lead Arrangers Syndication Agent and (andii) the Collateral Agent, if necessary, one and such other special or local counsel as the Administrative Agent may deem reasonably necessary (and any additional counsel in any relevant jurisdictionthe case of a conflict) and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Borrower Company 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, the Syndication Agent and the Collateral Agent shall deem appropriate, in each case, together with backup documentation supporting such reimbursement request, (b) to pay or reimburse each Lender Lender, the Administrative Agent, the Syndication Agent and the Administrative Collateral Agent for all its reasonable and documented out-of-pocket or invoiced costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including the fees and disbursements of a single counsel to the Administrative Agent and the Lenders; provided, that the Borrower shall not be liable for the fees and disbursements each of more than one separate firm for (i) the Administrative Agent and the Lenders and (unless there shall exist an actual conflict of interest among ii) the Collateral Agent, and such other special or local counsel as the Administrative Agent may deem reasonably necessary (and the Lenders (or among the Lenders), in which case the Borrower shall be liable for the fees and disbursements of another separate counsel for the affected Person) and one local any additional counsel in any material jurisdictionthe case of a conflict), (c) to pay, indemnify, and hold each Lender Lender, the Administrative Agent and the Administrative Collateral Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, paying stamp, excise and similar other taxes, if any, other than those found by a final and nonappealable decision of a court of competent jurisdiction to have been caused by the willful misconduct, bad faith or gross negligence of the Administrative Agent or any Lender that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender Lender, any L/C Issuer, the Administrative Agent and the Administrative Collateral Agent and their respective officers, directors, employees, affiliates, agents, advisors, partners, representatives affiliates and controlling persons agents (each, an “Indemnitee”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits or actions or other legal proceedings (whether brought by a third party or the Borrower or other Loan Party)suits, costs, expenses or disbursements of any kind or nature whatsoever arising out of (whether brought by a Borrower or any other Person) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents or Letters of Credit and any such other documents, including any of the foregoing relating to the use of proceeds of the Loans or Letters of Credit (including any refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower or any Subsidiary Group Member or any of the Properties (provided that such liability was incurred during such time as a Group Member controlled such Properties, any Environmental Claims, ) and the reasonable and documented or invoiced fees and expenses of legal counsel (provided that the Borrower shall not be liable for the fees and expenses of more than one separate firm for the Indemnitees (unless there shall be an actual conflict of interest among the Indemnitees, in which case the Borrower shall be liable for the fees and expenses of another separate counsel for the affected Indemnitees) and one local counsel in any material jurisdiction) in connection with claims, actions or proceedings by any Indemnitee against any Loan Party Borrower under any Loan Document or Letter of Credit or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Company, and regardless of whether any Indemnitee is a party thereto (all the foregoing in this clause (d), collectively, the “Indemnified Liabilities”); , provided, that the Borrower Company shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities (x) to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence, bad faith negligence or willful misconduct of such Indemnitee or any of its affiliates or their respective officers, directors or employees or (y) arising out of a dispute solely between Indemnitees not involving an act or omission by the Borrower or any of its Affiliates (other than any such indemnified liabilities asserted against any Indemnitee in its capacity, or in fulfilling its role, as an agent or Lead Arranger or similar role for any Facility (including any Incremental Facility)). The Borrower shall not be liable to for any special, indirect, consequential or punitive damages (other than as required pursuant to Section 10.5(c) or (d))affiliates. Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower Company agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution from any Indemnitee or any other rights of recovery from any Indemnitee 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 11.5 shall be payable not later than 10 days Business Days after written demand therefortherefor and shall be accompanied by a statement setting forth in reasonable detail the source of such Indemnified Liability and the amount claimed thereunder. Statements payable by the Borrower Company pursuant to this Section 10.5 11.5 shall be submitted to Chief Financial Officer (Telephone No. (000) 000-0000) (Telecopy No. (000) 000-0000)the Company, at the address of the Borrower Company set forth in Section 10.211.2, or to such other Person or address as may be hereafter designated by the Borrower Company in a written notice to the Administrative Agent. The agreements in this Section 10.5 11.5 shall survive the termination of this Agreement and the repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent Agents and the Lead Arrangers Other Representatives for (1) all of their respective reasonable and documented out-of-pocket costs and expenses incurred in connection with (i) the syndication of the Facilities and the development, preparation preparation, execution and execution delivery of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and (ii) the consummation and administration of the transactions (including the syndication of the Initial Term Loan Commitments, the Tranche B Term Loan Commitments, the Tranche C Term Loan Commitments, the Tranche D Term Loan Commitments, the Tranche E Term Loan Commitments, the Tranche F Term Loan Commitments, the Tranche G Term Loan Commitments or the Tranche H Term Loan Maturity Date) contemplated hereby and therebythereby and (iii) efforts to monitor the Loans and verify, including protect, evaluate, assess, appraise, collect, sell, liquidate or otherwise dispose of any of the Collateral, and (2) the reasonable and documented fees and disbursements of one firm of counsel to the Administrative Agent Xxxxx Xxxx and the Lead Arrangers (andXxxxxxxx LLP, if necessary, one local counsel in any relevant 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 special or local counsel, consultants, advisors, appraisers and auditors whose retention (other than during the Administrative Agent shall deem appropriate, in each case, together with backup documentation supporting such reimbursement requestcontinuance of an Event of Default) is approved by the Borrower, (b) to pay or reimburse each Lender Lender, each Other Representative and the Administrative Agent Agents for all its their reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documentsdocuments prepared in connection herewith or therewith, including the fees and disbursements of counsel to the Administrative Agent Agents and the Lenders; provided, that the Borrower shall not be liable for the fees and disbursements of more than one separate firm for the Administrative Agent and the Lenders (unless there shall exist an actual conflict of interest among the Administrative Agent and the Lenders (or among the Lenders), in which case the Borrower shall be liable for the fees and disbursements of another separate counsel for the affected Person) and one local counsel in any material jurisdiction, (c) to pay, indemnify, or reimburse each Lender, each Other Representative and the Agents for, and hold each Lender Lender, each Other Representative and the Administrative Agent Agents harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, any stamp, documentary, excise and other similar taxes, if any, other than those found by a final and nonappealable decision of a court of competent jurisdiction to have been caused by the willful misconduct, bad faith or gross negligence of the Administrative Agent or any Lender that which may be payable or determined to be payable in connection with the execution and execution, delivery or enforcement of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnifyindemnify or reimburse each Lender, each Other Representative, each Agent (and hold any sub-agent thereof) and each Lender and Related Party of any of the Administrative Agent and their respective officers, directors, employees, affiliates, agents, advisors, partners, representatives and controlling persons foregoing Persons (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits or actions or other legal proceedings (whether brought by a third party or the Borrower or other Loan Party)suits, costs, expenses or disbursements of any kind or nature whatsoever arising out of with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including any of the foregoing relating to the use of proceeds of the Loans or Loans, the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower or any Subsidiary of its Restricted Subsidiaries or any of the Properties, any Environmental Claims, and the reasonable and documented fees and expenses property of legal counsel (provided that the Borrower shall not be liable for or any of its Restricted Subsidiaries, of any actual or prospective claim, litigation, investigation or proceeding relating to any of the fees and expenses of more than one separate firm for the Indemnitees (unless there shall be an actual conflict of interest among the Indemniteesforegoing, in which case whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower shall be liable for the fees or any other Loan Party and expenses regardless of another separate counsel for the affected Indemnitees) and one local counsel in any material jurisdiction) in connection with claims, actions or proceedings by whether any Indemnitee against any Loan Party under any Loan Document is a party thereto (all the foregoing in this clause (d), collectively, the “Indemnified Liabilities”); provided, provided that the Borrower shall not have no any obligation hereunder to any Indemnitee Lead Arranger, any Other Representative, any Agent (or any sub-agent thereof) or any Lender (or any Related Party of any such Lead Arranger, Other Representative, Agent (or any sub-agent thereof) or Lender ) with respect to Indemnified Liabilities arising from (xi) 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, bad faith or willful misconduct of any such Lead Arranger, Other Representative, Agent (or any sub-agent thereof) or Lender (or any Related Party of any such Lead Arranger, Other Representative, Agent (or any sub-agent thereof) or Lender), as the case may be, as determined by a court of competent jurisdiction in a final and non-appealable decision, (ii) a material breach of the Loan Documents by any such Lead Arranger, Other Representative, Agent (or any sub-agent thereof) or Lender (or any Related Party of any such Lead Arranger, Other Representative, Agent (or any sub-agent thereof) or Lender), as the case may be, as determined by a court of competent jurisdiction in a final and non-appealable decision or (iii) claims against such Indemnitee or any of its affiliates or their respective officers, directors or employees or (y) arising out of a dispute solely between Indemnitees Related Party brought by any other Indemnitee that do not involving an act or omission by the Borrower or any of its Affiliates (other than any such indemnified liabilities asserted involve claims against any Indemnitee in its capacity, or in fulfilling its role, as an agent or Lead Arranger or similar role Agent in its capacity as such. Neither the Borrower nor any Indemnitee shall be liable for any Facility (including any Incremental Facility)). The Borrower shall not be liable to for any indirect, special, indirect, punitive or consequential damages hereunder; provided that nothing contained in this sentence shall limit the Borrower’s indemnity or punitive damages (other than as required pursuant to reimbursement obligations under this Section 10.5(c) or (d)). Without limiting the foregoing, and 11.5 to the extent permitted by applicable lawsuch indirect, the Borrower agrees not special, punitive or consequential damages are included in any third party claim in connection with which such Indemnitee is entitled to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemniteeindemnification hereunder. All amounts due under this Section 10.5 11.5 shall be payable not later than 10 30 days after written demand therefor. Statements reflecting amounts payable by the Borrower Loan Parties pursuant to this Section 10.5 11.5 shall be submitted to Chief Financial Officer (Telephone No. (000) 000-0000) (Telecopy No. (000) 000-0000), at the address of the Borrower set forth in Section 10.211.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent. Notwithstanding the foregoing, except as provided in Sections 11.5(b) and (c) above, the Borrower shall have no obligation under this Section 11.5 to any Indemnitee with respect to any tax, levy, impost, duty, charge, fee, deduction or withholding imposed, levied, collected, withheld or assessed by any Governmental Authority. The agreements in this Section 10.5 11.5 shall survive the termination of this Agreement and the repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Parent Borrower agrees (a) to pay or reimburse each of the Administrative Agent and the Lead Arrangers for all of their respective its reasonable and documented out-of-pocket costs and expenses incurred in connection with the syndication of the Facilities and the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and documented fees, actual disbursements and out-of-pocket expenses of one firm of counsel to the Administrative Agent and the Lead Arrangers (and, if necessary, one firm of local counsel in any relevant jurisdictioneach appropriate jurisdiction and other counsel retained with the Parent Borrower’s consent (such consent not to be unreasonably withheld or delayed) and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Parent Borrower prior to the Closing Amendment and Restatement Effective Date (in the case of amounts to be paid on the Closing Amendment and Restatement Effective Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Administrative Agent shall deem appropriate, in each case, together with backup documentation supporting such reimbursement request, (b) to pay or reimburse each Lender, the Issuing Lender, the Swingline Lender and the Administrative Agent for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including the fees reasonable and documented fees, actual disbursements and out-of-pocket expenses of one counsel to the Administrative Agent Lenders and the Lenders; providedAdministrative Agent, if necessary, one firm of local counsel in each appropriate jurisdiction (and to the extent that the Borrower shall not be liable for the fees and disbursements of more than one separate firm for the Administrative Agent or any Lender reasonably determines that separate counsel is necessary to avoid a conflict of interest, one additional outside counsel) and other counsel retained with the Lenders Parent Borrower’s consent (unless there shall exist not to be unreasonably withheld or delayed) (provided that in the case of an actual (or perceived, if set forth in a writing by the affected party to the Parent Borrower) conflict of interest among interest, where the Administrative Agent affected party informs the Parent Borrower of such conflict and the Lenders (or among the Lenders)thereafter retains its own counsel, in which case the Borrower shall be liable for the fees and disbursements of another separate firm of counsel for the such affected Person) and one local counsel in any material jurisdictionparty), (c) to pay, indemnify, and hold each Lender, the Issuing Lender, the Swingline 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 the Parent Borrower’s delay in paying, stamp, excise and other similar taxesTaxes, if any, other than those found by a final and nonappealable decision of a court of competent jurisdiction to have been caused by the willful misconduct, bad faith or gross negligence of the Administrative Agent or any Lender that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, (d) to pay or reimburse each Issuing Lender for all of its reasonable and invoiced losses, costs or expenses sustained in connection with any conversion of Obligations, fees, payments or any other amounts payable to the Issuing Lender from any currency other than Dollars to its Dollar Equivalent; provided that such conversion shall have resulted from the Parent Borrower’s failure to comply with its obligations hereunder and (de) to pay, indemnify, and hold each Lender, the Issuing Lender, the Swingline Lender and the Administrative Agent and Agent, their respective affiliates, and the respective partners, officers, directors, employees, affiliates, agents, advisorstrustees, partners, representatives advisors and controlling persons of each of the foregoing (each, an “Indemnitee”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits or actions or other legal proceedings (whether brought by a third party or the Borrower or other Loan Party)suits, costs, expenses or disbursements of any kind or nature whatsoever arising out of with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including any actual or prospective claim, litigation, investigation or proceeding regardless of whether any Indemnitee is a party thereto and whether or not the same are brought by any Borrower, the equity holders, affiliates or creditors of the Parent Borrower or any other Person, including any of the foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability underunder or related to, any Environmental Law or Materials of Environmental Concern applicable to the operations of any Group Member, the Borrower or any Subsidiary Business or any of the Properties, any Environmental Claims, Properties and the reasonable and documented fees fees, actual disbursements and out-of-pocket expenses of legal one firm of counsel for all Indemnitees and one environmental consultant and, if necessary, one firm of regulatory counsel and one firm of local counsel in each appropriate jurisdiction for all Indemnitees (provided that in the Borrower shall not be liable for the fees and expenses case of more than one separate firm for the Indemnitees (unless there shall be an actual a conflict of interest among interest, where the IndemniteesIndemnitee informs the Parent Borrower of such conflict and thereafter retains its own counsel, in which case the Borrower shall be liable for the fees reasonable and invoiced costs and expenses of another separate firm of counsel for the such affected Indemnitees) and one local counsel in any material jurisdiction) Indemnitee), in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (de), collectively, the “Indemnified Liabilities”); , provided, that the Parent Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities (x) to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from (x) the gross negligence, bad faith negligence or willful misconduct of such Indemnitee or any of its affiliates or their respective officersor, directors or employees or (y) arising out a material breach of a dispute solely between Indemnitees the funding obligation of, such Indemnitee, provided, further, that this Section 10.5 shall not involving an act or omission by the Borrower or any of its Affiliates (apply with respect to Taxes other than any such indemnified liabilities asserted against Taxes that represent losses or damages arising from any non-Tax claim, and provided further that this Section 10.5(e) shall not require the reimbursement of costs, expenses and disbursements of any Indemnitee incurred in its capacityconnection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents (it being understood that any reimbursement in fulfilling its roleconnection with such costs, as an agent or Lead Arranger or similar role for any Facility (including any Incremental Facility)). The Borrower expenses and disbursements shall not be liable to for any special, indirect, consequential or punitive damages (other than as required pursuant to governed by Section 10.5(c) or (d10.5(a)). Without limiting the foregoing, and to the extent permitted by applicable law, the each 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. No Indemnitee shall be liable for any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems, except to the extent any such damages are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from (x) the gross negligence or willful misconduct or bad faith of such Indemnitee, or (y) a material breach of the funding obligation of, such Indemnitee. No Indemnitee shall be liable for any indirect, special, exemplary, punitive or consequential damages in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby, other than for direct, actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and nonappealable decision of a court of competent jurisdiction. All amounts due under this Section 10.5 shall be payable not later than 10 days after written demand therefor. Statements payable by the Parent Borrower pursuant to this Section 10.5 shall be submitted to Chief Financial Officer (Telephone No. (000) 000-0000) (Telecopy No. (000) 000-0000), at the address of the Parent Borrower set forth in Section 10.2, or to such other Person or address as may be hereafter designated by the Parent Borrower in a written notice to the Administrative Agent. The agreements in this Section 10.5 shall survive the termination of this Agreement and the repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or to ----------------------------- reimburse the Administrative Agent and the Lead Arrangers for all of their respective its reasonable costs and documented 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 syndication of the Facilities and the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the Notes and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and therebythereby (including those contemplated to occur on the Closing Date), including including, without limitation, syndication efforts in connection with this Agreement and the reasonable fees and disbursements of one firm of counsel to the Administrative Agent (including special counsel with regard to FCC matters, special counsel with regard to Collateral or Guarantor Collateral located outside of California and the Lead Arrangers (and, if necessary, one local allocated costs of internal counsel in any relevant jurisdiction) and filing and recording fees and expenses, with statements with respect to the foregoing Agent), which counsel fees shall be subject to the approval of the Borrower, such approval not 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 unreasonably withheld or such other periodic basis as the Administrative Agent shall deem appropriate, in each case, together with backup documentation supporting such reimbursement requestdelayed, (b) after the occurrence and during the continuance of a Default, to pay or reimburse the Agent and each Lender and the Administrative Agent for all its reasonable costs and documented out-out- of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the 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 of any insolvency or bankruptcy proceeding, including the including, without limitation, reasonable legal fees and disbursements of counsel to the Administrative Agent and each Lender (including the Lenders; provided, that allocated costs of internal counsel to the Borrower shall not be liable for the fees and disbursements of more than one separate firm for the Administrative Agent and the Lenders (unless there shall exist an actual conflict of interest among the Administrative Agent and the Lenders (or among the LendersAgent), in which case the Borrower shall be liable for the fees and disbursements of another separate counsel for the affected Person) and one local counsel in any material jurisdiction, (c) to pay, indemnify, and 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 similar other taxes, if any, other than those found by a final and nonappealable decision of a court of competent jurisdiction to have been caused by the willful misconduct, bad faith or gross negligence of the Administrative Agent or any Lender that which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the 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 respective officers, directors, employees, affiliates, agents, advisors, partners, representatives and controlling persons (each, an “Indemnitee”) harmless from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits or actions or other suits, costs (including the allocated cost of internal counsel and the reasonable legal proceedings (whether brought by a third party or fees and disbursements of outside counsel to the Borrower or other Loan PartyLenders and the Agent), costs, expenses or disbursements of any kind or nature whatsoever arising out of with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the Notes and the other Loan Documents Documents, the Merger or the use of the proceeds of the Loans and any such other documents, including any of the foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower or any Subsidiary or any of the Properties, any Environmental Claims, and the reasonable and documented fees and expenses of legal counsel (provided that the Borrower shall not be liable for the fees and expenses of more than one separate firm for the Indemnitees (unless there shall be an actual conflict of interest among the Indemnitees, in which case the Borrower shall be liable for the fees and expenses of another separate counsel for the affected Indemnitees) and one local counsel in any material jurisdiction) in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document documents (all the foregoing in this clause (d)foregoing, collectively, the “Indemnified Liabilities”"indemnified liabilities" irrespective of whether the transactions contemplated by this Agreement and the other Loan Documents are consummated); , provided, that the Borrower shall have no obligation hereunder to -------- the Agent or any Indemnitee Lender with respect to Indemnified Liabilities (x) to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted indemnified liabilities arising from the gross negligence, bad faith negligence or willful misconduct of the Agent or such Indemnitee or any of its affiliates Lender or their respective officers, directors agents or employees or (y) arising out of a dispute solely between Indemnitees not involving an act or omission by the Borrower or any of its Affiliates (other than any such indemnified liabilities asserted against any Indemnitee in its capacity, or in fulfilling its role, as an agent or Lead Arranger or similar role for any Facility (including any Incremental Facility)). The Borrower shall not be liable to for any special, indirect, consequential or punitive damages (other than as required pursuant to Section 10.5(c) or (d)). 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 Chief Financial Officer (Telephone No. (000) 000attorneys-0000) (Telecopy No. (000) 000in-0000), at the address of the Borrower set forth in Section 10.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agentfact. The agreements in this Section 10.5 shall survive the termination of this Agreement and the repayment of the Loans 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 Borrowers agree (a) to pay or ----------------------------- reimburse the Administrative Agent and the Lead Arrangers for all of their respective its reasonable costs and documented 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 syndication of the Facilities and the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the Notes and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and therebythereby (including those contemplated to occur on the Closing Date), including including, without limitation, syndication efforts in connection with this Agreement and the reasonable fees and disbursements of one firm of counsel to the Administrative Agent (including special counsel with regard to FCC matters, special counsel with regard to Collateral or Guarantor Collateral located outside of California and the Lead Arrangers (and, if necessary, one local allocated costs of internal counsel in any relevant jurisdictionto the Agent) and filing and recording the Agent agrees to provide the Borrowers with a good faith estimate of such counsel fees, which counsel fees and expenses, with statements with respect shall be subject to the foregoing approval of the Borrowers, such approval not 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 unreasonably withheld or such other periodic basis as the Administrative Agent shall deem appropriate, in each case, together with backup documentation supporting such reimbursement requestdelayed, (b) after the occurrence and during the continuance of a Default, to pay or reimburse the Agent and each Lender and the Administrative Agent for all its reasonable costs and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the 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 of any insolvency or bankruptcy proceeding, including the including, without limitation, reasonable legal fees and disbursements of counsel to the Administrative Agent and each Lender (including the Lenders; provided, that allocated costs of internal counsel to the Borrower shall not be liable for the fees and disbursements of more than one separate firm for the Administrative Agent and the Lenders (unless there shall exist an actual conflict of interest among the Administrative Agent and the Lenders (or among the LendersAgent), in which case the Borrower shall be liable for the fees and disbursements of another separate counsel for the affected Person) and one local counsel in any material jurisdiction, (c) to pay, indemnify, and 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 similar other taxes, if any, other than those found by a final and nonappealable decision of a court of competent jurisdiction to have been caused by the willful misconduct, bad faith or gross negligence of the Administrative Agent or any Lender that which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the 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 respective officers, directors, employees, affiliates, agents, advisors, partners, representatives and controlling persons (each, an “Indemnitee”) harmless from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits or actions or other suits, costs (including the allocated cost of internal counsel and the reasonable legal proceedings (whether brought by a third party or fees and disbursements of outside counsel to the Borrower or other Loan PartyLenders and the Agent), costs, expenses or disbursements of any kind or nature whatsoever arising out of with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the Notes and the other Loan Documents and any such other documentsDocuments, including any of the foregoing relating to Acquisitions or the use of the proceeds of the Loans or the violation of, noncompliance with or liability under, Letters of Credit and any Environmental Law applicable to the operations of the Borrower or any Subsidiary or any of the Properties, any Environmental Claims, and the reasonable and documented fees and expenses of legal counsel (provided that the Borrower shall not be liable for the fees and expenses of more than one separate firm for the Indemnitees (unless there shall be an actual conflict of interest among the Indemnitees, in which case the Borrower shall be liable for the fees and expenses of another separate counsel for the affected Indemnitees) and one local counsel in any material jurisdiction) in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document such other documents (all the foregoing in this clause (d)foregoing, collectively, the “Indemnified Liabilities”"indemnified liabilities"); , provided, that the Borrower Borrowers shall have no obligation hereunder -------- to the Agent or any Indemnitee Lender with respect to Indemnified Liabilities (x) to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted indemnified liabilities arising from the gross negligence, bad faith negligence or willful misconduct of the Agent or such Indemnitee or any of its affiliates Lender or their respective officers, directors agents or employees or (y) arising out of a dispute solely between Indemnitees not involving an act or omission by the Borrower or any of its Affiliates (other than any such indemnified liabilities asserted against any Indemnitee in its capacity, or in fulfilling its role, as an agent or Lead Arranger or similar role for any Facility (including any Incremental Facility)). The Borrower shall not be liable to for any special, indirect, consequential or punitive damages (other than as required pursuant to Section 10.5(c) or (d)). 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 Chief Financial Officer (Telephone No. (000) 000attorneys-0000) (Telecopy No. (000) 000in-0000), at the address of the Borrower set forth in Section 10.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agentfact. The agreements in this Section 10.5 shall survive the termination of this Agreement and the repayment of the Loans 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 Borrowers pursuant to the terms hereof.

Payment of Expenses and Taxes. The Borrower agrees agrees, on demand, and except as otherwise specifically set forth herein, to (a) to pay or reimburse the Administrative Agent Lender and the Lead Arrangers Collateral Agent for all of their respective reasonable and documented out-of-pocket costs and expenses incurred in connection with the syndication of the Facilities and the development, preparation and execution ofof this Credit Agreement, and any amendment, supplement or modification to, this Agreement the Promissory Note and the other Loan Documents Facility Agreements and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including including, without limitation, subject to the limitations in Section 5.2 hereof, any and all collateral audit fees and the reasonable fees and disbursements of one firm of counsel to the Administrative Agent and the Lead Arrangers (and, if necessary, one local counsel in any relevant 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, in each case, together with backup documentation supporting such reimbursement requestLender, (b) to pay or reimburse each Lender and the Administrative Agent for all of its reasonable costs incurred in connection with its due diligence review of Borrower and documented all of its out-of-pocket expenses incurred in connection with the preparation, negotiation and execution of the Facility Agreements, (c) pay or reimburse Lender and the Collateral Agent for all out-of-pocket costs and expenses incurred in connection with the preparation and execution of any amendment, modification or supplement to this Credit Agreement, the Promissory Note and the other Facility Agreements and any other documents prepared in connection herewith or therewith, and the consummation of the transactions contemplated hereby and thereby, including, without limitation, any and all collateral audit fees and the reasonable fees and disbursements of counsel to Lender, (d) pay or reimburse Lender for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Credit Agreement, the Promissory Note, the other Loan Documents Facility Agreements and any such other documents, including the including, without limitation, reasonable fees and disbursements of counsel to the Administrative Agent and the Lenders; provided, that the Borrower shall not be liable for the fees and disbursements of more than one separate firm for the Administrative Agent and the Lenders (unless there shall exist an actual conflict of interest among the Administrative Agent and the Lenders (or among the Lenders), in which case the Borrower shall be liable for the fees and disbursements of another separate counsel for the affected Person) and one local counsel in any material jurisdictionLender, (ce) to pay, indemnify, and hold each Lender Lender, its directors, members, officers, employees, agents and the Administrative Agent Affiliates, 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, other than those found by a final and nonappealable decision of a court of competent jurisdiction to have been caused by the willful misconduct, bad faith or gross negligence of the Administrative Agent or any Lender that which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Credit Agreement, the Promissory Note, the other Loan Documents Facility Agreements and any such other documentsdocuments (other than income taxes and franchise taxes), and (df) to pay, indemnify, and hold each Lender and the Administrative Agent and their respective Lender, its directors, members, officers, directors, employees, affiliatesagents and Affiliates, agents, advisors, partners, representatives and controlling persons (each, an “Indemnitee”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits or actions or other legal proceedings (whether brought by a third party or the Borrower or other Loan Party)suits, costs, expenses or disbursements of any kind or nature whatsoever arising out of with respect to the execution, delivery, enforcement, performance and administration of this Credit Agreement, the other Loan Documents and any such other documents, including any of the foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower or any Subsidiary or any of the Properties, any Environmental Claims, Promissory Note and the reasonable and documented fees and expenses of legal counsel (provided that the Borrower shall not be liable for the fees and expenses of more than one separate firm for the Indemnitees (unless there shall be an actual conflict of interest among the Indemnitees, in which case the Borrower shall be liable for the fees and expenses of another separate counsel for the affected Indemnitees) and one local counsel in any material jurisdiction) in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document other Facility Agreements (all the foregoing in this clause (d)foregoing, collectively, the “Indemnified Liabilities”"indemnified liabilities"); provided, provided that the Borrower shall have has no obligation hereunder to any Indemnitee the Lender with respect to Indemnified Liabilities (x) to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted indemnified liabilities arising from the gross negligence, bad faith negligence or willful misconduct of such Indemnitee or any of its affiliates or their respective officers, directors or employees or (y) arising out of a dispute solely between Indemnitees not involving an act or omission by the Borrower or any of its Affiliates (other than any such indemnified liabilities asserted against any Indemnitee in its capacity, or in fulfilling its role, as an agent or Lead Arranger or similar role for any Facility (including any Incremental Facility)). The Borrower shall not be liable to for any special, indirect, consequential or punitive damages (other than as required pursuant to Section 10.5(c) or (d)). 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 Chief Financial Officer (Telephone No. (000) 000-0000) (Telecopy No. (000) 000-0000), at the address of the Borrower set forth in Section 10.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent. The agreements in this Section 10.5 shall survive the termination of this Agreement and the repayment of the Loans and all other amounts payable hereunderLender.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent, the Syndication Agent and the Lead Arrangers Arranger for all of their respective reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, negotiation, preparation, execution and syndication of the Facilities and the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Credit Documents and any other documents prepared in connection herewith or therewithherewith, and the consummation and administration of the transactions contemplated hereby and thereby, including including, without limitation, the reasonable fees and disbursements of one firm of counsel to (and such other counsel in foreign jurisdictions as may be agreed by the Administrative Agent and the Lead Arrangers (and, if necessary, one local counsel in any relevant jurisdictionBorrower) and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to Administrative Agent, the Borrower prior to Syndication Agent and 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, in each case, together with backup documentation supporting such reimbursement requestLead Arranger, (b) to pay or reimburse each Lender all of the reasonable expenses, including without limitation, reasonable fees and expenses of counsel, incurred by the Administrative Agent in connection with the administration of the facilities provided for herein or in connection with any amendments, waivers, work-outs or restructurings in respect thereof, (c) to pay or reimburse the Administrative Agent, the Syndication Agent, the Lead Arranger, the Issuing Lender and each Lender for all its reasonable and documented out-of-pocket their costs and expenses incurred in connection with with, and to pay, indemnify, and hold the Administrative Agent, the Syndication Agent, the Lead Arranger, the Issuing Lender and each Lender harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever arising out of or in connection with, the enforcement or preservation of any rights under this Agreement, the other Loan Documents any Credit Document and any such other documents, including the including, without limitation, reasonable fees and disbursements of counsel to the Administrative Agent Agent, the Lead Arranger and each Lender and the Lenders; providedcharges of IntraLinks, that SyndTrak or a similar service, incurred in connection with the Borrower shall not be liable for the fees foregoing and disbursements of more than one separate firm for in connection with advising the Administrative Agent with respect to its rights and responsibilities under this Agreement and the Lenders (unless there shall exist an actual conflict of interest among the Administrative Agent and the Lenders (or among the Lenders), in which case the Borrower shall be liable for the fees and disbursements of another separate counsel for the affected Person) and one local counsel in any material jurisdictiondocumentation relating thereto, (cd) to pay, indemnify, and to hold the Administrative Agent, the Syndication Agent, the Lead Arranger and 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 (other than withholding taxes), if any, other than those found by a final and nonappealable decision of a court of competent jurisdiction to have been caused by the willful misconduct, bad faith or gross negligence of the Administrative Agent or any Lender that which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents any Credit Document and any such other documents, and (de) to pay, indemnify, and hold the Administrative Agent, the Syndication Agent, the Lead Arranger, the Issuing Lender and each Lender and the Administrative Agent and each of their respective officers, directors, employees, affiliates, agents, advisors, partners, representatives and controlling persons (each, an “Indemnitee”) Related Persons harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits or actions or other legal proceedings (whether brought by a third party or the Borrower or other Loan Party)suits, costs, expenses or disbursements of any kind or nature whatsoever (including, without limitation, reasonable fees and disbursements of counsel) which may be incurred by or asserted against the Administrative Agent, the Syndication Agent, the Lead Arranger, the Issuing Lender or the Lenders or such Affiliates, officers, directors or trustees (x) arising out of the executionor in connection with any investigation, delivery, enforcement, performance and administration of litigation or proceeding related to this Agreement, the other Loan Documents Credit Documents, the proceeds of the Loans and the transactions contemplated by or in respect of such use of proceeds, or any of the other transactions contemplated hereby, whether or not the Administrative Agent, the Syndication Agent, the Lead Arranger, the Issuing Lender or any of the Lenders or such other documentsAffiliates, including officers, directors or trustees is a party thereto, including, without limitation, any of the foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations Bermuda Holdings, any of the Borrower or any Subsidiary its Subsidiaries or any of the Propertiesfacilities and properties owned, leased or operated by the Bermuda Holdings or any Environmental Claimsof its Subsidiaries, and or (y) without limiting the reasonable and documented fees and expenses generality of legal counsel (provided that the Borrower shall not be liable for the fees and expenses foregoing, by reason of more than one separate firm for the Indemnitees (unless there shall be an actual conflict of interest among the Indemnitees, in which case the Borrower shall be liable for the fees and expenses of another separate counsel for the affected Indemnitees) and one local counsel in any material jurisdiction) or in connection with claimsthe execution and delivery or transfer of, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document payment or failure to make payments under, Letters of Credit (it being agreed that nothing in this subsection 10.5(e)(y) is intended to limit the Borrower’s obligations pursuant to subsection 2.7) (all the foregoing in this clause (d)foregoing, collectively, the “Indemnified Liabilitiesindemnified liabilities”); provided, provided that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities (x) indemnified liabilities of the Administrative Agent, the Syndication Agent, the Lead Arranger, the Issuing Lender or any Lender or any of their respective Affiliates, officers, directors and trustees to the extent such Indemnified Liabilities are found extent, as determined by a the final and nonappealable decision of a court of competent jurisdiction to have resulted jurisdiction, resulting from (i) the gross negligence, bad faith negligence or willful misconduct of such Indemnitee the person seeking indemnification or (ii) legal proceedings commenced against the Administrative Agent, the Syndication Agent, the Lead Arranger, the Issuing Lender or Lender not arising from (A) violation of any law by Bermuda Holdings or any of its affiliates Subsidiaries or their respective officers(B) breach by Bermuda Holdings, directors Stratus Bermuda or employees the Borrower of its obligations owed to the Administrative Agent or the Lenders under the Credit Documents (not including obligations with respect to financial performance or payment) or any misrepresentation made by Bermuda Holdings, Bermuda Holding or the Borrower under the Credit Documents, by (x) a security holder or creditor of the indemnified person arising out of and based upon the rights afforded such security holder or creditor solely in its capacity as such or (y) arising out of a dispute solely between Indemnitees not involving an act disputes, claims or omission by proceedings among the Borrower or any of its Affiliates (other than any such indemnified liabilities asserted against any Indemnitee in its capacityAgents, or in fulfilling its role, as an agent or Lead Arranger or similar role for any Facility (including any Incremental Facility)). The Borrower shall not be liable to for any special, indirect, consequential or punitive damages (other than as required pursuant to Section 10.5(c) or (d))the Lenders and/or the Transferees. Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower Bermuda Holdings agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives (and agrees to shall cause its Subsidiaries not to assert and to waive, ) all rights for contribution or any other rights of recovery with respect to all claimsliabilities, demandsobligations, losses, damages, penalties, finesactions, liabilitiesjudgments, settlementssuits, damagescosts, costs and expenses or disbursements of whatever any kind or naturenature whatsoever, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 10.5 shall be payable not later than 10 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 10.5 shall be submitted to Chief Financial Officer (Telephone No. (000) 000-0000) (Telecopy No. (000) 000-0000), at the address of the Borrower set forth in Section 10.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent, the Syndication Agent, the Lead Arranger, the Issuing Lender or any Lender. The agreements in this Section subsection 10.5 shall survive the termination of this Agreement and the repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees Borrowers agree (a) to pay or reimburse the Administrative Agent and the Lead Arrangers each of its Affiliates for all of their respective reasonable and documented out-of-pocket costs and expenses incurred in connection with the syndication of the Facilities and Facility, the development, preparation preparation, execution, delivery and execution of, administration of this Agreement and any other Loan Documents prepared in connection herewith (and any amendment, supplement or modification to, this Agreement thereto and the any other Loan Documents and any other documents prepared in connection herewith or therewith), and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees fees, disbursements and disbursements other charges of one firm of primary counsel to the Administrative Agent and each of its Affiliates, which counsel shall act on behalf of all Lenders (and if necessary or, in the Lead Arrangers (andreasonable judgment of the Administrative Agent, if necessaryadvisable, one local counsel in any each relevant jurisdiction) and filing and recording fees and expensesjurisdiction (which, for the avoidance of doubt, may include Canada, each jurisdiction where a Mortgaged Property is located and, without duplication, each other jurisdiction where a Subsidiary Guarantor is organized), with statements with respect to the foregoing to be submitted to the Borrower Borrowers 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, in each case, together with backup documentation supporting such reimbursement request, (b) to pay or reimburse each Lender and Lender, the Administrative Agent and each of its Affiliates for all its of their respective reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents Agreement and any such other documentsLoan Documents, including the fees reasonable fees, disbursements and disbursements other charges of one primary counsel to the Administrative Agent and each of its Affiliates, which counsel shall act on behalf of all Lenders (and if necessary or , in the Lenders; providedreasonable judgment of the Administrative Agent, that the Borrower shall not be liable advisable, one local counsel in each relevant jurisdiction (which, for the fees and disbursements avoidance of more than one separate firm for the Administrative Agent and the Lenders doubt, may include Canada, each jurisdiction where a Mortgaged Property is located and, without duplication, each other jurisdiction where a Subsidiary Guarantor is organized) (unless there shall exist is an actual conflict of interest among the Administrative Agent and the Lenders (or among the Lenders), in which case the Borrower each such party with such conflict shall be liable for the fees entitled to retain separate outside counsel and disbursements of another separate counsel for the affected Person) and one local counsel in any material each appropriate jurisdiction), (c) to pay, indemnify, and hold each Lender and Lender, the Administrative Agent and each of its Affiliates 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 documentary or similar taxes, if any, other than those found by a final and nonappealable decision of a court of competent jurisdiction to have been caused by the willful misconduct, bad faith or gross negligence of the Administrative Agent or any Lender that may be payable or determined to be payable in connection with the execution and execution, delivery or enforcement of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the Agreement or any other Loan Documents and any such other documents, Document and (d) to pay, indemnify, and hold each Lender and the Administrative Agent and their respective officers, directors, employees, affiliates, agents, advisors, partners, representatives agents and controlling persons advisors (each, an “Indemnitee”) harmless from and against any and all other liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suits or actions or other legal proceedings (whether brought by a third party or the Borrower or other Loan Party)suits, costs, expenses or disbursements of any kind or nature whatsoever arising out of with respect to the execution, delivery, enforcement, performance by a Borrower and administration of this Agreement, the other Loan Documents Agreement and any such other documentsLoan Documents, including any of the foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the a Borrower or any Subsidiary of its Subsidiaries or any of the Properties, any Environmental Claims, their respective real properties and the reasonable and documented fees and expenses of legal counsel (provided that the Borrower shall not be liable for the fees and expenses of more than one separate firm for the Indemnitees (unless there shall be an actual conflict of interest among the Indemnitees, in which case the Borrower shall be liable for the fees and expenses of another separate counsel for the affected Indemnitees) and one local counsel in any material jurisdiction) in connection with claims, actions or proceedings by any Indemnitee against a Borrower or any Loan Party under any Loan Document of its Subsidiaries (all the foregoing in this clause (d), collectively, the “Indemnified Liabilities”); , provided, that the no Borrower shall have no any obligation hereunder to any Indemnitee with respect to Indemnified Liabilities (x) to the extent such Indemnified Liabilities (i) are found by a final and nonappealable decision of a court of competent jurisdiction (or a settlement tantamount thereto) to have resulted from the gross negligence, bad faith negligence or willful misconduct of, or material breach of this Agreement of or by, the Administrative Agent or such Indemnitee Lender, as the case may be (or any of its affiliates or their respective officers, directors directors, employees, affiliates, agents and advisors), (ii) are incurred by a Lender and result from a sale by such Lender of its Loan for a price less than par or employees the price paid by such Lender to purchase such Loan or (yiii) arising out of a dispute solely between Indemnitees not involving an act result from claims made or omission by legal proceedings commenced against the Borrower Administrative Agent or any of its Affiliates (other than or any Lender or any of its Affiliates by any security holder or creditor thereof arising out of and based upon rights afforded any such indemnified liabilities asserted against any Indemnitee security holder or creditor solely in its capacitycapacity as such. Notwithstanding the foregoing, or except as provided in fulfilling its roleclause (c) above, as an agent or Lead Arranger or similar role for any Facility (including any Incremental Facility)). The a Borrower shall not be liable have any obligation under this Section 10.5 to for the Administrative Agent, any specialof its Affiliates or any Lender or any of its Affiliates with respect to any tax, indirectlevy, consequential impost, duty, charge, fee deduction or punitive damages (other than as required pursuant to Section 10.5(c) withholding imposed, levied, collected, withheld or (d))assessed by any Governmental Authority. Without limiting the foregoing, and to the extent permitted by applicable law, the each 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 LawsLaws applicable to the operations of the Parent Borrower or any of its Subsidiaries or any of their respective real properties, 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 a Borrower pursuant to this Section 10.5 shall be submitted to Chief Financial Officer Xxxx Xxxxxx, Assistant Treasurer (Telephone No. .: (000) 000-0000) (Telecopy ; Facsimile No. .: (000) 000-0000), at the address of the Parent Borrower set forth in Section 10.2, or to such other Person or address as may be hereafter designated by the such Borrower in a written notice to the Administrative Agent. The agreements in this Section 10.5 shall survive the termination of this Agreement and the repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower Company agrees (a) to pay or reimburse the Administrative Agent and the Lead Arrangers Arranger for all of their respective its reasonable and documented out-of-pocket costs and expenses incurred in connection with the syndication of the Facilities and the developmentsyndication, preparation and execution ofexecution, and any amendment, supplement amendments or modification to, modifications or waivers of the provisions of this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of one firm of counsel to the Administrative Agent and the Lead Arrangers (and, if necessary, one local counsel in any relevant per jurisdiction) to the Lead Arranger and the Administrative Agent and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Borrower Company prior to the Closing Restatement Effective Date (in the case of amounts to be paid on the Closing Restatement Effective Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Administrative Agent shall deem appropriate, in each case, together with backup documentation supporting such reimbursement request, (b) to pay or reimburse each Lender Bank and the Administrative Agent for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents Agreement and any such other documents, including the reasonable fees and disbursements of one counsel (and, if necessary, one local counsel per jurisdiction) to each Bank and of one counsel (and, if necessary, one local counsel per jurisdiction) to the Administrative Agent and the Lenders; provided, that the Borrower shall not be liable for the fees and disbursements of more than one separate firm for the Administrative Agent and the Lenders (unless there shall exist an actual conflict of interest among the Administrative Agent and the Lenders (or among the Lenders), in which case the Borrower shall be liable for the fees and disbursements of another separate counsel for the affected Person) and one local counsel in any material jurisdictionAgent, (c) to pay, indemnify, and hold each Lender Bank, the Lead Arranger 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 similar other taxes, if any, other than those found by a final and nonappealable decision of a court of competent jurisdiction to have been caused by the willful misconduct, bad faith or gross negligence of the Administrative Agent or any Lender that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents Agreement and any such other documents, and (d) to pay, indemnify, and hold each Lender Bank, the Lead Arranger and the Administrative Agent and their respective officers, directors, employees, affiliates, agents, advisors, partners, representatives agents and controlling persons (each, an “Indemnitee”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits or actions or other legal proceedings (whether brought by a third party or the Borrower or other Loan Party)suits, costs, expenses or disbursements of any kind or nature whatsoever arising out of with respect to the syndication (but solely with respect to the Lead Arranger and its officers, directors, employees, affiliates, agents and controlling persons), execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents Agreement and any such other documents, including any of the foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower or any Subsidiary or any of the Properties, any Environmental Claims, and the reasonable and documented fees and expenses of legal counsel (provided that the Borrower shall not be liable for the fees and expenses of more than one separate firm for the Indemnitees (unless there shall be an actual conflict of interest among the Indemnitees, in which case the Borrower shall be liable for the fees and expenses of another separate counsel for the affected Indemnitees) and one local counsel in any material jurisdiction) in connection with claims, actions or proceedings by any Indemnitee against any Loan Party the Company under any Loan Document this Agreement (all the foregoing in this clause (d), collectively, the “Indemnified Liabilities”); , provided, that the Borrower Company shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities (x) to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligencewillful misconduct, bad faith or willful misconduct gross negligence of such Indemnitee or any of its affiliates or their respective officers, directors or employees or (y) arising out of a dispute solely between Indemnitees not involving an act or omission by the Borrower or any of its Affiliates (other than any such indemnified liabilities asserted against any Indemnitee in its capacity, or in fulfilling its role, as an agent or Lead Arranger or similar role for any Facility (including any Incremental Facility)). The Borrower shall not be liable to for any special, indirect, consequential or punitive damages (other than as required pursuant to Section 10.5(c) or (d)). 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 12.5 shall be payable not later than 10 days promptly after written demand therefor. Statements payable by the Borrower Company pursuant to this Section 10.5 12.5 shall be submitted to Chief Financial Officer (Telephone No. (000) 000-0000) (Telecopy No. (000) 000-0000), at the address of the Borrower Company set forth in Section 10.212.2, or to such other Person or address as may be hereafter designated by the Borrower Company in a written notice to the Administrative Agent. The agreements in this Section 10.5 12.5 shall survive the termination of this Agreement and the repayment of the Loans and all other amounts payable hereunder. The Banks shall endeavor in good faith to limit the number of counsel retained by them to avoid duplication of expenses.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent and the Lead Arrangers for all of their respective reasonable and documented its reasonable, out-of-pocket costs and expenses incurred in connection with the syndication of the Facilities and the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of one firm counsel and any financial advisor or third party consultants or appraisers to and of counsel to the Administrative Agent and the Lead Arrangers (and, if necessary, one local counsel in any relevant 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, in each case, together with backup documentation supporting such reimbursement request, (b) to pay or reimburse each Lender and the Administrative Agent for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, including in connection with any work-out, restructuring, forbearance or other amendment providing relief to the Borrower, the other Loan Documents and any such other documentsdocuments related thereto, including the reasonable fees and disbursements of counsel and any financial advisor or third party consultants or appraisers to the Administrative Agent and the reasonable fees and disbursements of counsel to the Administrative Agent and the several Lenders; providedprovided that, that in the case of clauses (a) and (b), the Borrower shall not be liable obligated to so reimburse for the fees and disbursements of more than one separate law firm for the Administrative Agent and the Lenders (unless there shall exist an actual conflict of interest among the Administrative Agent and the Lenders (or among the Lenders)and, in which case the Borrower shall be liable for the fees and disbursements of another separate addition to such law firm, any local counsel engaged in each relevant jurisdiction by such law firm) as counsel for the affected Person) Lenders and one local counsel in any material jurisdictionthe Administrative Agent, (c) 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 similar taxesfees, if any, other than those found by a final and nonappealable decision of a court of competent jurisdiction to have been caused by the willful misconduct, bad faith or gross negligence of the Administrative Agent or any Lender that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documentsdocuments related thereto, and (d) to pay, indemnify, and hold each Lender and the Administrative Agent and their respective officers, directors, employees, affiliates, agents, advisors, partners, representatives trustees and controlling persons (each, an “Indemnitee”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits or actions or other legal proceedings (whether brought by a third party or the Borrower or other Loan Party)suits, costs, expenses or disbursements of any kind or nature whatsoever arising out of any litigation, investigation or proceeding with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documentsdocuments and instruments referred to therein, including any of the foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower or any Subsidiary Group Member or any of the Properties, any Environmental Claims, Properties and the reasonable and documented fees and expenses of legal counsel (provided that the Borrower shall not be liable for the fees and expenses of more than one separate firm for the Indemnitees (unless there shall be an actual conflict of interest among the Indemnitees, in which case the Borrower shall be liable for the fees and expenses of another separate counsel for the affected Indemnitees) and one local counsel in any material jurisdiction) in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (d), collectively, the “Indemnified Liabilities”); , provided, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities (x) to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee or any of its affiliates or their respective officers, directors or employees or (y) arising out of a dispute solely between Indemnitees not involving an act or omission by the Borrower or any of its Affiliates (other than any such indemnified liabilities asserted against any Indemnitee in its capacity, or in fulfilling its role, as an agent or Lead Arranger or similar role for any Facility (including any Incremental Facility)). The Borrower shall not be liable to for any special, indirect, consequential or punitive damages (other than as required pursuant to Section 10.5(c) or (d))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 12.5 shall be payable not later than 10 days after a reasonably detailed written demand therefor. Statements payable by the Borrower pursuant to this Section 10.5 12.5 shall be submitted to Chief Financial Officer (Telephone No. (000) 000-0000) Xxxxx Xxxxxxx (Telecopy No. (000248) 66 000-0000; Telephone No. 000-000-0000; and Email: xxxxxxxx@xxxx.xxx), at the address of the Borrower set forth in Section 10.212.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent. The agreements in this Section 10.5 12.5 shall survive the termination of this Agreement and the repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent and the Lead Arrangers for all of their respective its reasonable and documented out-of-pocket costs and expenses incurred in connection with the syndication of the Facilities and the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable and documented out-of-pocket fees and disbursements of one firm of counsel to the Administrative Agent and the Lead Arrangers (and, if reasonably necessary, one local counsel in any relevant per necessary 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, but in each case, together with backup documentation supporting such reimbursement requestany event no earlier than ten (10) Business Days after receipt by Borrower of a reasonably detailed invoice therefor, (b) to pay or reimburse each Lender, theeach Issuing Lender and the Administrative Agent for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including the fees and disbursements of counsel to each Lender and of counsel to the Administrative Agent Agent, and the Lenders; provided, that the Borrower shall not be liable for the fees and disbursements of more than one separate firm for the Administrative Agent and the Lenders (unless there shall exist an actual conflict of interest among the Administrative Agent and the Lenders (or among the Lenders), in which case the Borrower shall be liable for the fees and disbursements of another separate counsel for the affected Person) and one local counsel in any material jurisdiction, (c) to pay, indemnify, and hold each Lender, theeach Issuing Lender and the Administrative Agent harmless fromAgent, any and all recording and filing fees and any and all liabilities with respect totheir respective affiliates, or resulting from any delay in paying, stamp, excise and similar taxes, if any, other than those found by a final and nonappealable decision of a court of competent jurisdiction to have been caused by the willful misconduct, bad faith or gross negligence of the Administrative Agent or any Lender that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and the Administrative Agent and their respective officers, directors, employees, affiliates, agents, advisors, partners, representatives advisors and controlling persons (each, an “Indemnitee”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits or actions or other legal proceedings (whether brought by a third party or the Borrower or other Loan Party)suits, costs, expenses or disbursements of any kind or nature whatsoever arising out of with respect to the execution, delivery, enforcement, performance and administration of this Agreement, Agreement and the other Loan Documents and any such other documents, including any claim, litigation, investigation or proceeding (a “Proceeding”) regardless of whether any Indemnitee is a party thereto and whether or not the same are brought by the Borrower, its equity holders, affiliates or creditors or any other Person, including any of the foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower or any Subsidiary Group Member or any of the Properties, any Environmental Claims, Properties and the reasonable and documented out-of-pocket fees and expenses of one primary legal counsel (provided that the Borrower shall not be liable for the fees and expenses of more than and, if reasonably necessary, one separate firm for the Indemnitees (unless there shall be an actual conflict of interest among the Indemnitees, in which case the Borrower shall be liable for the fees and expenses of another separate counsel for the affected Indemnitees) and one single local counsel in any material jurisdictioneach relevant jurisdiction for all Indemnitees taken as a whole (and solely in the case of a conflict in interest, one additional primary counsel and one additional counsel in each relevant jurisdiction to each group of affected Indemnitees similarly situated taken as a whole) in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (d), collectively, the “Indemnified Liabilities”); , provided, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities (x) to the extent such Indemnified Liabilities are (x) found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of, or material breach of any Loan Document by, such Indemnitee or any of its affiliates or their respective officersIndemnitee, directors or employees or (y) related to any dispute solely among the Indemnitees other than any dispute involving an Indemnitee in its capacity or in fulfilling its role as the Administrative Agent or Joint Lead Arranger or any similar role under this Agreement unless such dispute is related to any claims arising out of a dispute solely between Indemnitees not involving an or in connection with any act or omission by of the Borrower or any of its Affiliates (and provided, further, that this Section 10.5(d) shall not apply with respect to Taxes other than any such indemnified liabilities asserted against Taxes that represent losses or damages arising from any Indemnitee in its capacity, or in fulfilling its role, as an agent or Lead Arranger or similar role for any Facility (including any Incremental Facility)). The Borrower shall not be liable to for any special, indirect, consequential or punitive damages (other than as required pursuant to Section 10.5(c) or (d))non-Tax claim. Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. No Indemnitee shall be liable for any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems, except to the extent any such damages are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee. None of the parties hereto shall assert, and each hereby waives, any claim for any indirect, special, exemplary, punitive or consequential damages in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby (except that nothing contained in this sentence shall limit the Borrower’s indemnity obligations under this Section 10.5). All amounts due under this Section 10.5 shall be payable not later than 10 days Business Days after written demand receipt of a reasonably detailed invoice therefor. Statements payable by the Borrower pursuant to this Section 10.5 shall be submitted to Chief Financial Officer Director – Legal Department (Telephone No. (000) -000-0000) (Telecopy No. (000) 000310-0000282-8808), at the address of the Borrower set forth in Section 10.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent. The agreements in this Section 10.5 shall survive the termination of this Agreement and the repayment of the Loans and all other amounts payable hereunder. Notwithstanding the foregoing, the Borrower shall not be liable under this Agreement for any settlement made by any Indemnitee without its prior written consent (which consent shall not be unreasonably withheld or delayed). If any settlement is consummated with the Borrower’s written consent or if there is a final judgment for the plaintiff in any such Proceeding, the Borrower agrees to indemnify and hold harmless each Indemnitee from and against any and all losses, claims, damages, liabilities and expenses by reason of such settlement or judgment in accordance with the provisions hereof. The Borrower further agrees that it will not, without the prior written consent of the Indemnitee, settle or compromise or consent to the entry of any judgment in any pending or threatened Proceeding in respect of which indemnification may be sought hereunder (whether or not any Indemnitee is an actual or potential party to such Proceeding) unless such settlement, compromise or consent includes (a) an unconditional release of each Indemnitee from all liability and obligations arising therefrom in form and substance satisfactory to such Indemnitee and (b) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnitee.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent and the Lead Arrangers for all of their respective reasonable and its reasonable, documented out-of-pocket costs and expenses incurred in connection with the syndication of the Facilities and the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable reasonable, documented fees and disbursements of one firm of counsel to the Administrative Agent and the Lead Arrangers (and, if necessary, one local counsel in any relevant jurisdiction) and filing and recording fees and expenses, within 30 days after receipt of written demand with statements with respect to the foregoing to be submitted to the Borrower prior to the Closing Date accompanying documentation in reasonable detail (in the case of amounts other than such expenses 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, in each case, together with backup documentation supporting such reimbursement request, ); (b) to pay or reimburse each Lender and the Administrative Agent for all its reasonable and reasonable, documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including the reasonable, documented out-of-pocket fees and disbursements of counsel to each Lender and of counsel to the Administrative Agent and the Lenders; within 30 days after receipt of written demand with accompanying documentation in reasonable detail, provided, that in each case, the Borrower shall not only be liable responsible for the fees and disbursements reimbursement of more than one separate firm primary counsel and, if needed, one local counsel in each applicable jurisdiction for the Administrative Agent and one primary counsel and, if needed, one local counsel in each applicable jurisdiction for the Lenders (as a group unless there shall exist is an actual conflict of interest among the Administrative Agent such group members (as reasonably determined by such Lender) and the Lenders (or among the Lenders), in which case then the Borrower shall be liable responsible for the fees and disbursements additional reimbursement of another separate counsel for the affected Person) and one local counsel in any material jurisdiction, such conflicted group member; (c) to pay, indemnify, and hold each Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all actual, direct liabilities with respect to, or resulting from any delay in paying, stamp, excise and similar other taxes, if any, other than those found by a final and nonappealable decision of a court of competent jurisdiction to have been caused by the willful misconduct, bad faith or gross negligence of the Administrative Agent or any Lender that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and the Administrative Agent and their respective officers, directors, employees, affiliatesAffiliates, agents, advisors, partners, representatives advisors and controlling persons (each, an “Indemnitee”) harmless from and against any and all other actual, direct liabilities, obligations, losses, damages, penalties, actions, judgments, suits or actions or suits, documented, out-of-pocket costs and expenses (including documented and reasonable out-of-pocket fees, disbursements and other legal proceedings (whether brought by a third party or the Borrower or other Loan Party), costs, expenses charges of counsel) or disbursements of any kind or nature whatsoever arising out of with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including any of the foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower or any Subsidiary Group Member or any of the Properties, any Environmental Claims, Properties and the reasonable and reasonable, documented fees and expenses of legal counsel (provided that the Borrower shall not be liable for the fees and expenses of more than one separate firm for the Indemnitees (unless there shall be an actual conflict of interest among the Indemnitees, in which case the Borrower shall be liable for the fees and expenses of another separate counsel for the affected Indemnitees) and one local counsel in any material jurisdiction) in connection with claims, actions or proceedings (regardless of whether such Indemnitee is a party thereto or has commenced any litigation and regardless of whether such matter is initiated by a third party of by a Borrower or any Indemnitee against any of its Affiliates) that relate to the financing contemplated by the Loan Party under any Loan Document Documents or the use or the proposed use of proceeds thereof (all the foregoing in this clause (d), collectively, the “Indemnified Liabilities”); , provided, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities (x) to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence, bad faith negligence or willful misconduct of such Indemnitee or any of its affiliates or their respective officers, directors or employees or (y) arising out of a dispute solely between Indemnitees not involving an act or omission by the Borrower or any of its Affiliates (other than any such indemnified liabilities asserted against any Indemnitee in its capacityof, or breach of the Loan Documents in fulfilling its rolebad faith by, as an agent or Lead Arranger or similar role for any Facility (including any Incremental Facility)). The Borrower shall not be liable to for any special, indirect, consequential or punitive damages (other than as required pursuant to Section 10.5(c) or (d)). 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 such Indemnitee. All amounts due under this Section 10.5 9.5 shall be payable not later than 10 30 days after written demand (with accompanying documentation in reasonable detail) therefor. Statements payable by the Borrower pursuant to this Section 10.5 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 10.29.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent. The agreements in this Section 10.5 9.5 shall survive the termination of this Agreement and the repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees Borrowers agree, jointly and severally, (a) to pay or reimburse the Administrative Agent and the Lead Arrangers Agents for (1) all of their respective reasonable and documented out-of-pocket costs and expenses incurred in connection with (i) the syndication of the Facilities and the development, preparation preparation, execution and execution delivery of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and (ii) the consummation and administration of the transactions (including the syndication of the Initial Term Loans and the Initial Revolving Commitments) contemplated hereby and therebythereby and (iii) efforts in accordance with the terms of the Loan Documents to monitor the Loans and verify, including protect, evaluate, assess, appraise, collect, sell, liquidate or otherwise dispose of any of the Collateral, and (2) the reasonable and documented fees and disbursements of one firm of counsel (which shall exclude allocated costs of in-house counsel), solely in its capacity as counsel to the Administrative Agent Agent, and the Lead Arrangers (and, if necessary, one local counsel in any relevant 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 special or local counsel, consultants, advisors, appraisers and auditors whose retention (other than during the Administrative Agent shall deem appropriate, in each case, together with backup documentation supporting such reimbursement requestcontinuance of an Event of Default) is approved by the Parent Borrower, (b) to pay or reimburse each Lender Lender, each Lead Arranger and the Administrative Agent Agents for all its their reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documentsdocuments prepared in connection herewith or therewith, including the fees and disbursements of counsel to the Administrative Agent and the Lenders; provided, that the Borrower shall not be liable for the fees and disbursements Agents (limited to one firm of more than one separate firm for the Administrative Agent and the Lenders (unless there shall exist an actual conflict of interest among the Administrative Agent and the Lenders (or among the Lenders), in which case the Borrower shall be liable for the fees and disbursements of another separate counsel for the affected Person) and Agents and, if necessary, one firm of local counsel in any material each appropriate jurisdiction, in each case for the Agents and which, in each case, shall exclude allocated costs of in-house counsel), (c) to pay, indemnify, or reimburse each Lender, each Lead Arranger and the Agents for, and hold each Lender and the Administrative Agent Agents harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise stamp and other similar taxes, if any, other than those found by a final and nonappealable decision of a court of competent jurisdiction to have been caused by the willful misconduct, bad faith or gross negligence of the Administrative Agent or any Lender that which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnifyindemnify or reimburse each Lender, and hold each Lender and the Administrative Lead Arranger, each Agent and their respective officers, directors, employees, affiliates, agents, advisors, partners, representatives and controlling persons each Related Party of any of the foregoing Persons (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits or actions or other legal proceedings (whether brought by a third party or the Borrower or other Loan Party)suits, costs, expenses or disbursements of any kind or nature whatsoever (in the case of fees and disbursements of counsel, limited to one firm of counsel for all Indemnitees taken as a whole, and, if necessary, one firm of local counsel in each appropriate jurisdiction, in each case for all Indemnitees (and, in the case of an actual or perceived conflict of interest where the Indemnitee affected by such conflict informs the Parent Borrower of such conflict and thereafter, after receipt of the Parent Borrower’s consent (which shall not be unreasonably withheld), retains its own counsel, of another firm of counsel for such affected Indemnitee which, in each case, shall exclude allocated costs of in-house counsel)) arising out of or relating to any actual or prospective claim, litigation, investigation or proceeding, whether based on contract, tort or any other theory, brought by a third party or by any Borrower or any other Loan Party and regardless of whether any Indemnitee is a party thereto, with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including any of the foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Parent Borrower or any Subsidiary of its Restricted Subsidiaries or any of the Properties, property of the Parent Borrower or any Environmental Claims, and the reasonable and documented fees and expenses of legal counsel (provided that the Borrower shall not be liable for the fees and expenses of more than one separate firm for the Indemnitees (unless there shall be an actual conflict of interest among the Indemnitees, in which case the Borrower shall be liable for the fees and expenses of another separate counsel for the affected Indemnitees) and one local counsel in any material jurisdiction) in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document its Restricted Subsidiaries (all the foregoing in this clause (d), collectively, the “Indemnified Liabilities”); provided, provided that the Borrower Borrowers shall not have no any obligation hereunder to the Administrative Agent, any Indemnitee other Agent, any Lead Arranger or any Lender (or any Related Party of any Agent, Lead Arranger or Lender) with respect to Indemnified Liabilities arising from (xi) 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, bad faith or willful misconduct (as determined by a court of competent jurisdiction in a final non-appealable decision) of such Indemnitee Agent, Lead Arranger or Lender (or any Related Party thereof), (ii) a material breach of its affiliates any Loan Document (as determined by a court of competent jurisdiction in a final non-appealable decision) by such Agent, Lead Arranger or their respective officersLender (or any Related Party thereof), directors (iii) claims of any Indemnitee (or employees any Related Party thereof) solely against one or more Indemnitees (yor any Related Party thereof) arising out of a dispute solely or disputes between or among Indemnitees not involving (or any Related Party thereof) in each case except to the extent such claim is determined to have been caused by an act or omission by the Parent Borrower or any of its Affiliates Subsidiaries (other than any such indemnified liabilities asserted against any Indemnitee in its capacity, or in fulfilling its role, as provided that this clause (iii) shall not apply to indemnification of an agent Agent or Lead Arranger for a claim against it in its capacity as such), (iv) claims made or similar role legal proceedings commenced against such Agent, Lead Arranger or Lender (or any Related Party thereof) 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, (v) Indemnified Liabilities arising in such Indemnitee’s capacity as a financial advisor of the Parent Borrower or its Subsidiaries in connection with the Transactions, (vi) Indemnified Liabilities in such Indemnitee’s capacity as a co-investor in any potential acquisition of the Parent Borrower or its Subsidiaries or (vi) for any Facility settlement effected without the Parent Borrower’s prior written consent, but if settled with Parent Borrower’s prior written consent (including not to be unreasonably withheld, delayed, conditioned or denied) or if there is a final non-appealable judgment against an Indemnitee in any Incremental Facility))such proceeding, the Parent Borrower will indemnify and hold harmless such Indemnitee from and against any and all losses, claims, damages, liabilities and expenses by reason of such settlement or judgment in accordance with this section. The Neither any Borrower nor any Indemnitee shall not be liable to for any consequential or punitive damages in connection with the Facilities; provided that nothing contained in this sentence shall limit the Borrowers’ indemnification obligations above to the extent such special, indirect, consequential or and punitive damages (other than as required pursuant are included in any third party claim in connection with which any Indemnitee is entitled to Section 10.5(c) or (d)). 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 Indemniteeindemnification hereunder. All amounts due under this Section 10.5 11.5 shall be payable not later than 10 30 days after written demand therefor. Statements reflecting amounts payable by the Borrower Loan Parties pursuant to this Section 10.5 11.5 shall be submitted to Chief Financial Officer (Telephone No. (000) 000-0000) (Telecopy No. (000) 000-0000), at the address of the Parent Borrower set forth in Section 10.211.2, or to such other Person or address as may be hereafter designated by the Parent Borrower in a written notice to the Administrative Agent. Notwithstanding the foregoing, the Borrowers shall have no obligation under this Section 11.5 to any Indemnitee with respect to any tax, levy, impost, duty, charge, fee, deduction or withholding imposed, levied, collected, withheld or assessed by any Governmental Authority. The agreements in this Section 10.5 11.5 shall survive the termination of this Agreement and the repayment of the Loans and all other amounts payable hereunder. As used herein, “Related Party” means, with respect to any Person, or any of its affiliates, or any of the officers, directors, trustees, employees, shareholders, members, attorneys and other advisors, agents and controlling persons of any thereof, any of such Person, its affiliates and the officers, directors, trustees, employees, shareholders, members, attorneys and other advisors, agents and controlling persons of any thereof (other than, in each case, Holdings and its Subsidiaries and any of its controlling shareholders).

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent and the Lead Arrangers for all of their respective its reasonable and documented out-of-pocket costs and expenses incurred in connection with the syndication of the Facilities and the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and therebythereby (but in the case of legal fees, including limited to the reasonable and documented out-of pocket fees and disbursements of one primary law firm of and, to the extent reasonably necessary, one other outside local counsel to for the Administrative Agent and the Lead Arrangers (and, if necessary, one local counsel other Lenders in any each relevant 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, in each case, together with backup documentation supporting such reimbursement request, ; (b) to pay or reimburse each Lender and the Administrative Agent for all its reasonable and documented out-of-pocket costs and expenses incurred after the occurrence and during the continuance of an Event of Default or in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documentsdocuments (but in the case of legal fees, including limited to (a) in the fees and disbursements case of the Administrative Agent, one legal primary outside counsel to for the Administrative Agent and to the extent reasonably necessary in the reasonable discretion of Agent, one other outside local counsel on behalf of itself and the other Lenders in each relevant jurisdiction, and (b) in the case of the other Lenders, one legal primary outside counsel for the Lenders; provided, that the Borrower shall not be liable for the fees and disbursements of more than one separate firm for however if any Lender or the Administrative Agent and the Lenders (unless there shall exist an actual reasonably determines that a conflict of interest among exists in respect of any of such Lender or the Administrative Agent and Agent, the Lenders (or among the Lenders), in which case the Borrower Loan Parties shall be liable required to indemnify for the fees and disbursements additional law firms on behalf of another separate counsel for the affected Person) and one local counsel in any material jurisdictioneach such conflicted Lender), (c) to pay, indemnify, indemnify and hold each Lender and the Administrative Agent harmless from, any and all recording fees, expenses, and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and similar taxes, if any, other than those found by a final and nonappealable decision of a court of competent jurisdiction to have been caused by the willful misconduct, bad faith or gross negligence of the Administrative Agent or any Lender that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnify, indemnify and hold each Lender and the Administrative Agent and their respective officers, partners, directors, employees, affiliates, agents, advisors, partners, representatives agents and controlling persons advisors (each, an “Indemnitee”) harmless from and against any and all other liabilities, obligations, losseslosses (other than lost profits), damages, penalties, actions, judgments, suits or actions or other legal proceedings (whether brought by a third party or the Borrower or other Loan Party)suits, costs, expenses or disbursements of any kind or nature whatsoever arising out of or relating to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documentsdocuments related thereto (regardless of whether any Indemnitee is a party hereto and regardless of whether any such matter is initiated by a third party, the Borrower, any other Loan Party or any other Person), including any of the foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower or any Subsidiary Group Member or any of the Properties, any Environmental Claims, Properties and the reasonable and documented fees and expenses of legal counsel (provided that but, in the Borrower shall not be liable case of legal fees, limited to, (a) in the case of the Administrative Agent, one legal primary outside counsel for the fees Administrative Agent and expenses to the extent reasonably necessary in the reasonable discretion of more than Agent, (x) one separate firm other outside local counsel on behalf of itself and the other Indemnitees in each relevant jurisdiction and (y) one regulatory counsel for itself and the other Indemnitees with respect to each relevant regulatory scheme or special counsel to the itself and the other Indemnitees with respect to each relevant matter and (b) in the case of the other Indemnitees, one legal primary outside counsel for the Indemnitees (unless there shall be an actual Indemnitees; provided, however if any Indemnitee or the Administrative Agent reasonably determines that a conflict of interest among exists in respect of any of such Indemnitee or the IndemniteesAdministrative Agent, in which case the Borrower Loan Parties shall be liable required to indemnify for the fees and expenses additional law firms on behalf of another separate counsel for the affected Indemnitees) and one local counsel in any material jurisdictioneach such conflicted Indemnitee) in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (d), collectively, the “Indemnified Liabilities”); provided, provided that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities (x) to the extent such Indemnified Liabilities (i) are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence, bad faith negligence or willful misconduct of such Indemnitee or any of its affiliates or their respective officers, directors or employees or (yii) arising out of result from a dispute solely between Indemnitees not involving an act or omission claim brought by the Borrower or any against an Indemnitee for breach in bad faith of its Affiliates (other than any such indemnified liabilities asserted against any Indemnitee Indemnitee’s obligations under this Agreement, but only if the Borrower has obtained a final and nonappealable judgment in its capacity, or in fulfilling its role, their favor on such claim as an agent or Lead Arranger or similar role for any Facility (including any Incremental Facility)). The Borrower shall not be liable to for any special, indirect, consequential or punitive damages (other than as required pursuant to Section 10.5(c) or (d))determined by a court of competent jurisdiction. Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower agrees not to assert and to cause its their respective Subsidiaries not to assert, and hereby waives and agrees to cause its their respective Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 10.5 shall be payable not later than 10 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 10.5 shall be submitted to Chief Financial Officer (Telephone No. (000) 000-0000) (Telecopy No. (000) 000-0000), at the address facsimile number and attention of the Borrower person set forth in Section 10.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent. The agreements in this Section 10.5 shall survive the termination of this Agreement and the repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. (a) The Borrower agrees (ai) to pay or reimburse the Administrative each Agent and the Lead Arrangers for all of their respective its reasonable and documented out-of-pocket costs and expenses incurred in connection with the syndication of the Facilities and the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of one firm of counsel to the Administrative Agent such parties (provided that such fees and the Lead Arrangers (and, if necessary, disbursements shall not include fees and disbursements for more than one counsel plus one local counsel in any each relevant 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 as such other periodic basis as the Administrative Agent parties shall deem appropriate, in each case, together with backup documentation supporting such reimbursement request, (bii) to pay or reimburse each Lender and the Administrative Agent for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including the fees fees, charges and disbursements of a single firm of legal counsel, and, if necessary, one firm of local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) to each Lender and of counsel to such Agent, plus, in the Administrative Agent and the Lenders; provided, that the Borrower shall not be liable for the fees and disbursements case of more than one separate firm for the Administrative Agent and the Lenders (unless there shall exist an any actual or perceived conflict of interest among where the Administrative Lender or Agent affected by such conflict notifies you of the existence of such conflict and the Lenders (or among the Lenders)thereafter retains its own counsel, in which case the Borrower shall be liable for the fees and disbursements of another separate one other firm of counsel for the such affected Person) and one local counsel in any material jurisdictionLender or Agent, (ciii) 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 similar taxesother taxes (other than amounts payable under Section 4.10(d)), if any, other than those found by a final and nonappealable decision of a court of competent jurisdiction to have been caused by the willful misconduct, bad faith or gross negligence of the Administrative Agent or any Lender that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (div) to pay, indemnify, and hold each Lender and the Administrative Lender, Agent and their respective affiliates and each of the respective officers, directors, employees, affiliates, agents, advisors, partners, representatives agents and controlling persons of the foregoing (each, an “Indemnitee”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits or actions or other legal proceedings (whether brought by a third party or the Borrower or other Loan Party)suits, costs, expenses or disbursements of any kind or nature whatsoever arising out of with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents (regardless of whether any Loan Party is or is not a party to any such actions or suits) and any such other documents, including any of the foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower or any Restricted Subsidiary or any of the Properties, any Environmental Claims, Properties and the reasonable and documented fees and expenses of a single firm of legal counsel (provided that the Borrower shall not be liable for the fees and expenses counsel, and, if necessary, one firm of more than one separate firm for the Indemnitees (unless there shall be an actual conflict of interest among the Indemnitees, in which case the Borrower shall be liable for the fees and expenses of another separate counsel for the affected Indemnitees) and one local counsel in any material jurisdiction) each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions), in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (div), collectively, the “Indemnified Liabilities”); provided, that the Borrower shall have no obligation hereunder to Indemnitee will be indemnified for any Indemnitee with respect to Indemnified Liabilities (x) to the extent such Indemnified Liabilities are found (a) it has been determined by a final and nonappealable decision of a court of competent jurisdiction in a final, non-appealable judgment to have resulted from (i) the gross negligence, bad faith or willful misconduct of such Indemnitee or any (ii) a material breach of its affiliates or their respective officers, directors or employees the obligations of such Indemnitee under the Loan Documents or (yb) arising out of a dispute solely any proceeding between and among Indemnitees that do not involving involve an act or omission by the Borrower or any of its Affiliates Subsidiaries (other than any such indemnified liabilities asserted claims against any Indemnitee the Administrative Agent or a Lead Arranger in its capacity, capacity or in fulfilling its role, role as an the agent or Lead Arranger arranger or any other similar role for any Facility under the Facilities (including any Incremental Facilityexcluding its role as a Lender)). The Borrower ; provided further, that, this Section 11.5 shall not be liable apply with respect to for any special, indirect, consequential or punitive damages (Taxes other than as required pursuant to Section 10.5(c) or (d))any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee except to the extent found by a final and nonappealable decision of a court of competent jurisdiction to have resulted primarily from the bad faith, gross negligence or willful misconduct of such Indemnitee. 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 11.5 shall be submitted to Chief Financial Officer (Telephone No. (000) 000-0000) (Telecopy No. (000) 000-0000)Joxx Xxxxxxx, at the address of the Borrower set forth in Section 10.211.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent. The agreements in this Section 10.5 11.5 shall survive the termination of this Agreement and the repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent and the Lead Arrangers for all of their respective reasonable and documented out-of-pocket costs and expenses incurred in connection with the syndication of the Facilities and the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of one firm of counsel to the Administrative Agent and the Lead Arrangers (and, if necessary, one local counsel in any relevant 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, in each case, together with backup documentation supporting such reimbursement request, (b) to pay or reimburse each Lender and the Administrative Agent for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including the fees and disbursements of counsel to the Administrative Agent and the Lenders; provided, that the Borrower shall not be liable for the fees and disbursements of more than one separate firm for the Administrative Agent and the Lenders (unless there shall exist an actual conflict of interest among the Administrative Agent and the Lenders (or among the Lenders), in which case the Borrower shall be liable for the fees and disbursements of another separate local counsel for the affected Person) and one local counsel in any material jurisdictionjurisdiction (unless there shall exist an actual conflict of interest among the Administrative Agent and the Lenders (or among the Lenders), in which case the Borrower shall be liable for the fees and disbursements of another separate local counsel for the affected Person), (c) 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 similar taxes, if any, other than those found by a final and nonappealable decision of a court of competent jurisdiction to have been caused by the willful misconduct, bad faith or gross negligence of the Administrative Agent or any Lender that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and the Administrative Agent and each of their respective affiliates and the respective officers, directors, employees, affiliates, agents, advisors, partners, representatives and controlling persons of each of the foregoing (each, an “Indemnitee”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, judgments, suits or actions or other legal proceedings (whether brought by a third party or the Borrower or other Loan Party), costs, expenses or disbursements of any kind or nature whatsoever arising out of the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including any of the foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower or any Subsidiary or any of the Properties, any Environmental Claims, and the reasonable and documented fees and expenses of legal counsel (provided that the Borrower shall not be liable for the fees and expenses of more than one separate firm for the Indemnitees (unless there shall be an actual conflict of interest among the Indemnitees, in which case the Borrower shall be liable for the fees and expenses of another separate local counsel for the affected Indemnitees) and one local counsel in any material jurisdiction) (unless there shall be an actual conflict of interest among the Indemnitees, in which case the Borrower shall be liable for the fees and expenses of another separate local counsel for the affected Indemnitees) in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (d), collectively, the “Indemnified Liabilities”); provided, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities (x) to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee or any of its affiliates or their respective officers, directors or employees or (y) arising out of a dispute solely between Indemnitees not involving an act or omission by the Borrower or any of its Affiliates (other than any such indemnified liabilities asserted against any Indemnitee in its capacity, or in fulfilling its role, as an agent or Lead Arranger or similar role for any Facility (including any Incremental Facility)). The Borrower ; provided further that, this Section 10.5(d) shall not apply to Taxes other than any Taxes that represent losses or damages arising from any non-Tax claim. None of the Borrower, any Lender or any Agent shall be liable to for any special, indirect, consequential or punitive damages (other than as required pursuant to Section 10.5(c) or (d)). 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 Chief Financial Officer (Telephone No. (000) 000-0000) (Telecopy No. (000) 000-0000), at the address of the Borrower set forth in Section 10.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent. The agreements in this Section 10.5 shall survive the termination of this Agreement and the repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees upon the occurrence of the Closing Date (a) to pay or reimburse the Joint Lead Arrangers and the Administrative Agent and the Lead Arrangers (without duplication) for all of their respective reasonable and documented out-of-pocket costs and expenses incurred in connection with the syndication of the Facilities and the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of one firm of primary counsel to the Administrative Agent Agent, the Joint Lead Arrangers and the Lead Arrangers (andJoint Bookrunners, if necessarytaken as a whole, and one local counsel to the foregoing Persons, taken as a whole, in any relevant jurisdictioneach appropriate jurisdiction (which may include one special counsel acting in multiple jurisdictions) (and additional counsel in the case of actual or perceived conflicts), and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Company Borrower on or 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, in each case, together with backup documentation supporting such reimbursement request, (b) to pay or reimburse each Lender and the Administrative Agent for all its of their reasonable and documented out-of-pocket costs and expenses (other than allocated costs of in-house counsel) incurred in connection with the workout, restructuring, enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including the reasonable fees and disbursements of one primary counsel to the Lenders, the Administrative Agent Agent, the Joint Lead Arrangers, the Joint Bookrunners, the Amendment No. 1 Lead Arrangers and Bookrunners, the Amendment No. 2 Lead Arrangers and Bookrunners and the Lenders; providedAmendment No. 23 Lead Arrangers and Bookrunners, that the Borrower shall not be liable for the fees and disbursements of more than one separate firm for the Administrative Agent and the Lenders (unless there shall exist an actual conflict of interest among the Administrative Agent and the Lenders (or among the Lenders)taken as a whole, in which case the Borrower shall be liable for the fees and disbursements of another separate counsel for the affected Person) and one local counsel to the foregoing Persons, taken as a whole, in each appropriate jurisdiction (which may include one special counsel acting in multiple jurisdictions) (and in the case of an actual or perceived conflict of interest by any material jurisdictionof the foregoing Persons, additional counsel to such affected Person), (c) 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 similar taxes, if any, other than those found by a final and nonappealable decision of a court of competent jurisdiction to have been caused by the willful misconduct, bad faith or gross negligence of the Administrative Agent or any Lender that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and Lender, the Administrative Agent Agent, each Joint Lead Arranger, the Joint Bookrunners, the Amendment No. 1 Lead Arrangers and Bookrunners, the Amendment No. 2 Lead Arrangers and Bookrunners, the Amendment No. 23 Lead Arrangers and Bookrunners and each of their respective officersAffiliates that are providing services in connection with the financing contemplated by this Agreement and each member (and successors and assigns), directorsofficer, employeesdirector, affiliatestrustee, agentsemployee, advisors, partners, representatives agent and controlling persons person of the foregoing (each, an “Indemnitee”) harmless from and against any and all other claims, liabilities, obligations, losses, damages, penalties, actions, judgments, suits or actions or other legal proceedings (whether brought by a third party or the Borrower or other Loan Party)suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to or arising out of or in connection with the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documentsdocuments (regardless of whether any Indemnitee is a party hereto and regardless of whether any such matter is initiated by a third party, the Borrower, any other Loan Party or any other Person), including any of the foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable relating to the operations of the Borrower or any Subsidiary Group Member or any of the Properties, any Environmental Claims, Properties and the reasonable and documented fees and expenses of one primary legal counsel to the Indemnitees, taken as a whole (provided that or in the Borrower shall not be liable for the fees and expenses case of more than one separate firm for the Indemnitees (unless there shall be an actual or perceived conflict of interest among the Indemniteesby an Indemnitee, in which case the Borrower shall be liable for the fees and expenses of another separate additional counsel for to the affected Indemnitees) ), and one local counsel in any material jurisdictioneach appropriate jurisdiction (which may include one special counsel acting in multiple jurisdictions) to the Indemnitees in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (d), collectively, the “Indemnified Liabilities”) (but excluding any losses, liabilities, claims, damages, costs or expenses relating to the matters referred to in Sections 2.13 and 2.15 (which shall be the sole remedy in respect of the matters set forth therein); provided), provided that the Borrower shall not have no any obligation hereunder to any Indemnitee with respect to Indemnified Liabilities (x) to the extent such Indemnified Liabilities are (i) (A) found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee or any of its affiliates or their respective officersIndemnitee, directors or employees or (yB) arising out found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from a material breach of the Loan Documents by such Indemnitee, (C) any dispute solely between Indemnitees that does not involving involve an act or omission by the Borrower, Holdings or any of their respective Affiliates and that is brought by any Indemnitee against any other Indemnitee (other than in its capacity as Administrative Agent, Joint Lead Arranger, Joint Bookrunner, Amendment No. 1 Lead Arranger and Bookrunner, the Amendment No. 2 Lead Arranger and Bookrunner, Amendment No. 3 Lead Arranger and Bookrunner or similar role hereunder), (D) directly and exclusively caused, with respect to the violation of, noncompliance with or liability under, any Environmental Law relating to any of the Properties, by the act or omissions by Persons other than the Borrower or any Subsidiary of its Affiliates the Borrower or their respective Related Parties with respect to the applicable Property that occur after the Administrative Agent sells the respective Property pursuant to a foreclosure or has accepted a deed in lieu of foreclosure or (E) with respect to Taxes, other than any such indemnified liabilities asserted against any Indemnitee in its capacityTaxes that represent losses, or in fulfilling its role, as an agent or Lead Arranger or similar role for any Facility (including any Incremental Facility)). The Borrower shall not be liable to for any special, indirect, consequential or punitive damages (other than as required pursuant to Section 10.5(c) or (d)). 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 etc. arising from any non-Tax claim or nature(ii) settlements entered into by such person without the Borrower’s written consent (such consent to not be unreasonably withheld, under conditioned or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemniteedelayed). All amounts due under this Section 10.5 shall be payable not later than 10 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 10.5 shall be submitted to Chief Financial Officer (Telephone No. (000) 000-0000) (Telecopy No. (000) 000-0000), the Borrower at the address of the Borrower set forth in Section 10.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent. The agreements in this Section 10.5 shall survive the termination of this Agreement and the repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative each Lead Agent and the Lead Arrangers Issuing Lender for all of their respective its reasonable and documented out-of-pocket costs and expenses incurred in connection with the syndication of the Facilities and the development, preparation and execution of, and any waiver, amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith122 therewith (whether or not the transactions hereby or thereby contemplated shall be consummated), the syndication of the Facilities and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees fees, disbursements and disbursements other charges of one firm of lead counsel (together with special and local counsel, limited to one in each jurisdiction) to the Administrative Agent Lead Agents and the Lead Arrangers (and, if necessary, one local counsel in any relevant jurisdiction) Issuing Lender 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 such Lead Agent or Issuing Lender, as applicable, shall deem appropriate, in each case, together with backup documentation supporting such reimbursement request, (b) to pay or reimburse each Lender, the Issuing Lender and the Administrative each Lead Agent for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including including, without limitation, the fees fees, disbursements and disbursements other charges of one lead counsel (together with special and local counsel, limited to one in each jurisdiction) to the Administrative Agent Lead Agents and the Lenders; providedIssuing Lender (and in the case of an actual or perceived conflict of interest, that the Borrower shall not be liable one additional counsel for the fees each relevant jurisdiction for similarly situated parties) and disbursements of more than one separate firm for the Administrative Agent lead counsel (together with special and local counsel, limited to one in each jurisdiction) to the Lenders (unless there shall exist and in the case of an actual or perceived conflict of interest among the Administrative Agent and the Lenders (or among the Lenders)interest, in which case the Borrower shall be liable for the fees and disbursements of another separate one additional counsel for the affected Person) and one local counsel in any material jurisdictioneach relevant jurisdiction for similarly situated parties), (c) to pay, indemnify, indemnify and hold each Lender Lender, each Lead Agent and the Administrative Agent Issuing Lender harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and similar other taxes, if any, other than those found by a final and nonappealable decision of a court of competent jurisdiction to have been caused by the willful misconduct, bad faith or gross negligence of the Administrative Agent or any Lender that may be payable or determined to be payable in connection with the execution and delivery of, or the consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, documents and (d) to pay, indemnify, and hold each Lender, the Issuing Lender and the Administrative each Lead Agent and their respective affiliates, successors and assigns and the officers, directors, employees, affiliates, agents, advisors, partnersrepresentatives, representatives controlling persons, trustees and controlling persons members of each of the foregoing (each, an “Indemnitee”) harmless from and against any and all other liabilities, obligations, actual losses, damages, penalties, actions, judgments, suits or actions or other legal proceedings (whether brought by a third party or the Borrower or other Loan Party)suits, reasonable costs, reasonable expenses or reasonable disbursements of any kind or nature whatsoever arising out with respect to any claims or litigation or other proceeding (regardless of whether such Indemnitee is a party thereto and regardless of whether such matter is initiated by a third party or by Holdings, the Borrower or any of their respective Affiliates or equity holders) in connection with the execution, delivery, enforcement, performance and or administration of this Agreement, the other Loan Documents and any such other documents, the transactions contemplated hereby or thereby (including the syndication of the Facilities), including any of the foregoing relating to the use of proceeds of the Loans or the issuance of any Letter of Credit or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower or any Subsidiary of its Subsidiaries or any of the Properties, any Environmental Claims, Properties and the reasonable fees, disbursements and documented fees and expenses other charges of legal one lead counsel (provided that the Borrower shall not be liable together with special and local counsel, limited to one in each jurisdiction) for the fees and expenses of more than one separate firm for the all Indemnitees (unless there shall be and in the case of an actual or perceived conflict of interest among the Indemniteesinterest, in which case the Borrower shall be liable for the fees and expenses of another separate one additional counsel for the affected Indemnitees) and one local counsel in any material jurisdictioneach relevant jurisdiction for similarly situated parties) in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (d), collectively, the “Indemnified Liabilities”); provided, provided that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities (xi) to the extent such Indemnified Liabilities are found by determined in a final and nonappealable decision non-appealable judgment of a court of competent jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee or any of its affiliates or their respective officers, directors or employees Related Parties or (yii) arising out of a dispute solely between Indemnitees of, or in connection with, any proceeding that does not involving involve an act or omission by the Borrower or any of its Affiliates and that is brought by an Indemnitee against another Indemnitee (other than any such indemnified liabilities asserted proceeding brought against any Indemnitee Lead Agent or Issuing Lender in its capacitycapacity as, or in fulfilling the fulfillment of its rolerole as, a Lead Agent or Issuing Lender, as an agent applicable, or Lead Arranger or another similar role for under any Facility (including any Incremental Facility)). The Borrower shall not be liable to for any special, indirect, consequential or punitive damages (other than as required pursuant to Section 10.5(c) or (d)). 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 any of the foregoing are determined in a final non-appealable judgment of a court of competent jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee or any of its Related Parties. All amounts due under this Section 10.5 11.05 shall be payable not later than 10 30 days after written demand is submitted to the Borrower therefor. Statements payable by the Borrower pursuant to this Section 10.5 11.05, shall be submitted delivered to Chief Financial Officer (Telephone No. (000) 000-0000) (Telecopy No. (000) 000-0000), the Borrower at the address of the Borrower set forth in Section 10.211.02, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent. To the extent permitted by applicable law, (i) the Borrower shall not assert, and hereby waives, any claim against any Indemnitee and (ii) no Indemnitee shall assert, and hereby waives, any claim against the Borrower, 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 or any agreement or instrument contemplated hereby, any transaction contemplated hereby, any Loan or Letter of Credit or the use of the proceeds thereof; provided that the Borrower shall indemnify and reimburse any Indemnitee for any special, indirect, consequential or punitive damages that such Indemnitee may be liable for to the extent otherwise reimbursable pursuant to this Section 11.05. The agreements in this Section 10.5 11.05 shall survive the termination of this Agreement and the repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees Borrowers agree, on a joint and several basis, (a) to pay or reimburse the Administrative Agent and the Lead Arrangers each Arranger for all of their respective its reasonable and documented out-of-pocket costs and expenses incurred in connection with the syndication of the Facilities and the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable and documented out-of-pocket fees and disbursements of one firm of primary counsel to the Administrative Agent and the Lead Arrangers (and, if reasonably necessary, one local counsel in any relevant per necessary jurisdiction) , and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Parent 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, but in each case, together with backup documentation supporting such reimbursement requestany event no earlier than ten (10) Business Days after receipt by the Parent Borrower of a reasonably detailed invoice therefor, (b) to pay or reimburse each Lender, each Issuing Lender and the Administrative Agent for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including the reasonable and documented out-of-pocket fees and disbursements of any counsel to any Lender and of counsel to the Administrative Agent (but in such case limited to, the reasonable and the Lenders; provided, that the Borrower shall not be liable for the documented out-of-pocket fees and disbursements of more than one separate firm for primary counsel to the Administrative Agent and Agent, one primary counsel to the Lenders (unless there shall exist an actual conflict of interest among as selected by the Required Lenders other than the Administrative Agent and Agent) and, to the Lenders (or among the Lenders)extent reasonably necessary, in which case the Borrower shall be liable for the fees and disbursements of another separate counsel for the affected Person) and one local counsel in any material each applicable jurisdiction, and, in the case of a conflict of interest, one additional primary counsel and one additional local counsel in each applicable jurisdiction for such Persons affected by such conflict), and (c) to pay, indemnify, and hold each Lender Lender, each Issuing Lender, each Arranger and the Administrative Agent harmless fromAgent, any and all recording and filing fees and any and all liabilities with respect totheir respective affiliates, or resulting from any delay in paying, stamp, excise and similar taxes, if any, other than those found by a final and nonappealable decision of a court of competent jurisdiction to have been caused by the willful misconduct, bad faith or gross negligence of the Administrative Agent or any Lender that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and the Administrative Agent and their respective officers, directors, employees, affiliates, agents, advisors, partners, representatives advisors and controlling persons (each, an “Indemnitee”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits or actions or other legal proceedings (whether brought by a third party or the Borrower or other Loan Party)suits, costs, expenses or DocID \\DC - 036150/000014 - 15261895 v6 112 disbursements of any kind or nature whatsoever arising out of with respect to the execution, delivery, enforcement, performance and administration of this Agreement, Agreement and the other Loan Documents and any such other documents, including any claim, litigation, investigation or proceeding (a “Proceeding”) regardless of whether any Indemnitee is a party thereto and whether or not the same are brought by any Borrower, its equity holders, affiliates or creditors or any other Person, including any of the foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower or any Subsidiary Group Member or any of the Properties, any Environmental Claims, Properties and the reasonable and documented out-of-pocket fees and expenses of one primary legal counsel (provided that the Borrower shall not be liable for the fees and expenses of more than and, if reasonably necessary, one separate firm for the Indemnitees (unless there shall be an actual conflict of interest among the Indemnitees, in which case the Borrower shall be liable for the fees and expenses of another separate counsel for the affected Indemnitees) and one single local counsel in any material jurisdictioneach relevant jurisdiction for all Indemnitees taken as a whole (and solely in the case of a conflict in interest, one additional primary counsel and one additional counsel in each relevant jurisdiction to each group of affected Indemnitees similarly situated taken as a whole) in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (dc), collectively, the “Indemnified Liabilities”); , provided, that the no Borrower shall have no any obligation hereunder to any Indemnitee with respect to Indemnified Liabilities (x) to the extent such Indemnified Liabilities are (x) found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of, or material breach of any Loan Document by, such Indemnitee or any of its affiliates or their respective officersIndemnitee, directors or employees or (y) related to any dispute solely among the Indemnitees other than any dispute involving an Indemnitee in its capacity or in fulfilling its role as the Administrative Agent or Arranger or any similar role under this Agreement unless such dispute is related to any claims arising out of a dispute solely between Indemnitees not involving an or in connection with any act or omission by the of any Borrower or any of its Affiliates (and provided, further, that this Section 10.5(c) shall not apply with respect to Taxes other than any such indemnified liabilities asserted against Taxes that represent losses or damages arising from any Indemnitee in its capacity, or in fulfilling its role, as an agent or Lead Arranger or similar role for any Facility (including any Incremental Facility)). The Borrower non-Tax claim and shall not be liable to for duplicate any special, indirect, consequential amounts paid under Section 2.13 or punitive damages (other than as required pursuant to Section 10.5(c) or (d))2.15. Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower agrees Borrowers agree not to assert and to cause its their respective Subsidiaries not to assert, and hereby waives waive and agrees agree to cause its their respective Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. No Indemnitee shall be liable for any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems, except to the extent any such damages are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee. None of the parties hereto shall assert, and each hereby waives, any claim for any indirect, special, exemplary, punitive or consequential damages in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby (except that nothing contained in this sentence shall limit the Borrowers’ indemnity obligations under this Section 10.5). All amounts due under this Section 10.5 shall be payable not later than 10 days Business Days after written demand receipt of a reasonably detailed invoice therefor. Statements payable by the Borrower Borrowers pursuant to this Section 10.5 shall be submitted to Chief Financial Officer Director – Legal Department (Telephone No. (000) -000-0000) (Telecopy No. (000) 000310-0000282-8808), at the address of the Parent Borrower set forth in Section 10.2, or to such other Person or address as may be hereafter designated by the Parent Borrower in a written notice to the Administrative Agent. The agreements in this Section 10.5 shall survive the termination of this Agreement and the repayment of the Loans and all other amounts payable hereunder. Notwithstanding the foregoing, the Borrowers shall not be liable under this Agreement for any settlement made by any Indemnitee without the prior written consent of the Parent Borrower (which consent shall not be unreasonably withheld or delayed). If any settlement is consummated with the Parent Borrower’s written consent or if there is a final judgment for the plaintiff in any such Proceeding, the Borrowers agree to indemnify and hold harmless each Indemnitee from and against any and all losses, claims, damages, liabilities and expenses by reason of such settlement or judgment in accordance with the provisions hereof. The Borrowers further agree that they will not, without the prior written consent of the Indemnitee, settle or compromise or consent to the entry of any judgment in any pending or threatened Proceeding in respect of which indemnification may DocID \\DC - 036150/000014 - 15261895 v6 113 be sought hereunder (whether or not any Indemnitee is an actual or potential party to such Proceeding) unless such settlement, compromise or consent includes (a) an unconditional release of each Indemnitee from all liability and obligations arising therefrom in form and substance satisfactory to such Indemnitee and (b) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnitee.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent and the Lead Arrangers for all of their respective reasonable and documented out-of-pocket costs and expenses incurred in connection with the syndication of the Facilities Commitments and the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and documented fees, disbursements and other charges of one firm of primary counsel to the Administrative Agent and the Lead Arrangers (and, if necessary, one local counsel in any relevant jurisdiction) each applicable jurisdiction and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Borrower prior to the Closing Date (in the case of amounts to be paid on the Closing Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Administrative Agent shall deem appropriate, in each case, together with backup documentation supporting such reimbursement request, (b) to pay or reimburse each Lender, the Issuing Lender and the Administrative Agent for all its reasonable and documented costs and out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including the fees reasonable and documented fees, disbursements and other charges of counsel to the Administrative Agent and the Lenders; providedLenders and including the reasonable and documented costs and expenses incurred during any workout, restructuring or negotiations (it being understood that expenses reimbursed by the Borrower under this Section 10.5 shall not be liable for include costs and expenses incurred in connection with (1) appraisals, environmental reviews and insurance reviews, (2) field examinations and the preparation of Reports based on the fees and disbursements of more than one separate firm for charged by a third party retained by the Administrative Agent and or the Lenders (unless there shall exist an actual conflict of interest among internally allocated fees for each Person employed by the Administrative Agent with respect to each field examination and (3) forwarding loan proceeds, collecting checks and other items of payment and establishing and maintaining the Lenders (or among accounts and lock boxes, and costs and expenses of preserving and protecting the LendersCollateral), in which case the Borrower shall be liable for the fees and disbursements of another separate counsel for the affected Person) and one local counsel in any material jurisdiction, (c) to pay, indemnify, and hold each Lender, the Issuing Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and similar taxesother Taxes, if any, other than those found by a final and nonappealable decision of a court of competent jurisdiction to have been caused by the willful misconduct, bad faith or gross negligence of the Administrative Agent or any Lender that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender Lender, the Issuing Lender, the Arrangers and the Administrative Agent each Agent, their respective affiliates, and their respective officers, directors, employees, affiliates, agents, advisors, partners, representatives advisors and controlling persons (each, an “Indemnitee”) harmless from and against any and all other liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suits suits, costs or actions or expenses (including the reasonable and documented fees, disbursements and other legal proceedings (whether brought by a third party or the Borrower or other Loan Party), costs, expenses or disbursements charges of counsel) of any kind or nature whatsoever arising out of with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including any claim, litigation, investigation or proceeding regardless of whether any Indemnitee is a party thereto and whether or not the same are brought by the Borrower, its equity holders, affiliates or creditors or any other Person, including any of the foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower or any Subsidiary or any of the Properties, any Environmental Claims, and the reasonable and documented fees and expenses of legal counsel (provided that the Borrower shall not be liable for the fees and expenses of more than one separate firm for the Indemnitees (unless there shall be an actual conflict of interest among the Indemnitees, in which case the Borrower shall be liable for the fees and expenses of another separate counsel for the affected Indemnitees) and one local counsel in any material jurisdiction) in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (d), collectively, the “Indemnified Liabilities”); provided, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities (x) to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee or any of its affiliates or their respective officers, directors or employees or (y) arising out of a dispute solely between Indemnitees not involving an act or omission by the Borrower or any of its Affiliates (other than any such indemnified liabilities asserted against any Indemnitee in its capacity, or in fulfilling its role, as an agent or Lead Arranger or similar role for any Facility (including any Incremental Facility)). The Borrower shall not be liable to for any special, indirect, consequential or punitive damages (other than as required pursuant to Section 10.5(c) or (d)). 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 Chief Financial Officer (Telephone No. (000) 000132 509265-0000) (Telecopy No. (000) 0002041-0000), at the address of the Borrower set forth in Section 10.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent. The agreements in this Section 10.5 shall survive the termination of this Agreement and the repayment of the Loans and all other amounts payable hereunder.31349836.23

Payment of Expenses and Taxes. The Borrower agrees (a) to Whether or not the Transaction or other transactions contemplated hereby shall be consummated, the Borrower shall (i) pay or reimburse the Administrative Agent and the Lead Arrangers DIP Lenders for all of their respective reasonable and documented out-of-pocket costs and expenses incurred in connection with this Agreement (including in connection with the syndication negotiation, development, preparation, execution, consummation and administration of the Facilities this Agreement and the development, preparation and execution of, other DIP Loan Documents (and any amendment, supplement or modification to, this Agreement thereto) 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 herein and therebytherein, including the including, without limitation, all reasonable documented fees and disbursements of one firm expenses of counsel to the Administrative Agent and the Lead Arrangers (and, if necessary, of one local counsel in any relevant jurisdiction) and filing and recording fees and expenses, with statements with respect to the foregoing DIP Lenders, financial advisers and other consultants 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 appropriateand the DIP Lenders in connection therewith) and all fees as agreed upon in writing between the Borrower and the Administrative Agent, in each caseincluding, together with backup documentation supporting such reimbursement requestwithout limitation, the fee schedule executed as of the date hereof, (bii) to pay or reimburse each DIP Lender and the Administrative Agent for all its reasonable and documented their respective out-of-pocket costs and expenses, including without limitation the default fees and expenses of the Administrative Agent as set forth in the fee schedule referenced above, incurred in connection with the enforcement or preservation of any rights under this Agreement, the other DIP Loan Documents and any such other documents, including including, without limitation, the fees and disbursements of one counsel (including the allocated fees and expenses of in-house counsel) for the DIP Lenders, one counsel to the Administrative Agent and the Lenders; provided(including, that the Borrower shall not be liable for the without limitation, all fees and disbursements expenses incurred in connection with any litigation, proceeding or dispute in any way related to the DIP Loan Documents, whether arising hereunder or otherwise, and whether arising before or after the occurrence of more than one separate firm for an Event of Default) and any special local counsel retained by the Administrative Agent or the DIP Lenders in connection with the enforcement of rights or remedies in respect of DIP Collateral, and the Lenders (unless there shall exist an actual conflict of interest among the Administrative Agent and the Lenders (or among the Lenders), in which case the Borrower shall be liable for the fees and disbursements of another separate counsel for the affected Person) and one local counsel in any material jurisdiction, (ciii) to pay, indemnify, and hold each DIP 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 similar taxes, if any, other than those found by a final and nonappealable decision of a court of competent jurisdiction to have been caused by the willful misconduct, bad faith or gross negligence of the Administrative Agent or any Lender that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documentsAgent, and (d) to pay, indemnify, and hold each Lender and the Administrative Agent and of their respective officers, employees, directors, employees, affiliatestrustees, agents, advisorsadvisers, partners, representatives Affiliates and controlling persons (each, an “Indemnitee”) ), harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits or actions or other legal proceedings (whether brought by a third party or the Borrower or other Loan Party)suits, costs, expenses or disbursements of any kind or nature whatsoever arising out of with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other DIP Loan Documents Documents, or the application of the proceeds of the Roll-Up DIP Loans in connection with the repurchase of 2012 Senior Secured Notes and any such other documents, including including, without limitation, any of the foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower or Borrower, any Subsidiary of its Subsidiaries or any of the Properties, any Environmental Claims, and the reasonable and documented fees and expenses of legal counsel (provided that the Borrower shall not be liable for the fees and expenses of more than one separate firm for the Indemnitees (unless there shall be an actual conflict of interest among the Indemnitees, in which case the Borrower shall be liable for the fees and expenses of another separate counsel for the affected Indemnitees) and one local counsel in any material jurisdiction) in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document Properties (all the foregoing in this clause (diii), collectively, the “Indemnified Liabilities”); providedprovided that, that (x) the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities (xA) to the extent such Indemnified Liabilities are found by a final and final, nonappealable decision judgment of a court of competent jurisdiction to have resulted from the gross negligence, bad faith negligence or willful misconduct of such Indemnitee or any of its affiliates or their respective officersIndemnitee, directors or employees or (yB) to the extent arising from a material breach of any Indemnitee’s Obligations under the DIP Loan Documents, or (C) to the extent arising out of a dispute solely between Indemnitees legal proceedings that does not involving involve an act or omission by of the Borrower or any Affiliate of its Affiliates the Borrower and that is brought by an Indemnitee against another Indemnitee and (y) this Section 11.5(a) shall not apply to Taxes, other than any such indemnified liabilities asserted against any Indemnitee in its capacity, or in fulfilling its role, as an agent or Lead Arranger or similar role for any Facility (including any Incremental Facility)). The Borrower shall not be liable to for any special, indirect, consequential or punitive damages (other than as required pursuant to Section 10.5(c) or (d)). Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower agrees not required to assert and pay Taxes on amounts otherwise required 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 paid pursuant to this Section 10.5 shall be submitted to Chief Financial Officer (Telephone No. (000) 000-0000) (Telecopy No. (000) 000-000011.5(a), at the address of the Borrower set forth in Section 10.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent. The agreements in provisions of this Section 10.5 11.5 shall survive the termination of this Agreement and the repayment payment of the DIP Loans and all other amounts payable hereunderhereunder and the resignation and removal of the Administrative Agent.

Payment of Expenses and Taxes. The Borrower agrees Borrowers agree (a) to pay or reimburse the Administrative Agent and the Lead Arrangers CapitalSource for all of their respective reasonable and documented out-of-pocket costs and expenses incurred in connection with the syndication of the Facilities and the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of one firm of counsel to the Administrative Agent and the Lead Arrangers (and, if necessary, one local counsel in any relevant jurisdiction) and filing and recording fees and expensesexpenses (but excluding costs and expenses of surveys conducted pursuant to Section 6.6(c) and Appraisals conducted pursuant to clause (b) of Section 7.16), with statements with respect to the foregoing to be submitted to the Borrower ASC 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 appropriateappropriate (provided that the agreement by the Borrowers to reimburse any such costs and expenses incurred by the Administrative Agent in connection with the development, preparation and execution of the Loan Documents and any other documents prepared in each case, together connection therewith shall be subject to the limitations and further agreements contained in the Fee Letter with backup documentation supporting such reimbursement requestthe Administrative Agent), (b) to pay or reimburse each Lender and the Administrative Agent for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including the fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and of counsel to the Administrative Agent and the Lenders; provided, that the Borrower shall not be liable for the fees and disbursements of more than one separate firm for the Administrative Agent and the Lenders (unless there shall exist an actual conflict of interest among the Administrative Agent and the Lenders (or among the Lenders), in which case the Borrower shall be liable for the fees and disbursements of another separate counsel for the affected Person) and one local counsel in any material jurisdictionAgent, (c) 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 similar other taxes, if any, other than those found by a final and nonappealable decision of a court of competent jurisdiction to have been caused by the willful misconduct, bad faith or gross negligence of the Administrative Agent or any Lender that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and the Administrative Agent and their respective officers, directors, employees, affiliates, agents, advisors, partners, representatives agents and controlling persons (each, an “"Indemnitee”") harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits or actions or other legal proceedings (whether brought by a third party or the Borrower or other Loan Party)suits, costs, expenses or disbursements of any kind or nature whatsoever arising out of with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including any of the foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the any Borrower or any Subsidiary or any of the Properties, any Environmental Claims, Properties and the reasonable and documented fees and expenses of legal counsel (provided that the Borrower shall not be liable for the fees and expenses of more than one separate firm for the Indemnitees (unless there shall be an actual conflict of interest among the Indemnitees, in which case the Borrower shall be liable for the fees and expenses of another separate counsel for the affected Indemnitees) and one local counsel in any material jurisdiction) in connection with claims, actions or proceedings by any Indemnitee against any Loan Party Borrower under any Loan Document (all the foregoing in this clause (d), collectively, the “"Indemnified Liabilities”"); , provided, that the Borrower Borrowers shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities (x) to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence, bad faith negligence or willful misconduct of such Indemnitee or any of its affiliates or their respective officers, directors or employees or (y) arising out of a dispute solely between Indemnitees not involving an act or omission by the Borrower or any of its Affiliates (other than any such indemnified liabilities asserted against any Indemnitee in its capacity, or in fulfilling its role, as an agent or Lead Arranger or similar role for any Facility (including any Incremental Facility)). The Borrower shall not be liable to for any special, indirect, consequential or punitive damages (other than as required pursuant to Section 10.5(c) or (d))Indemnitee. Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower agrees Borrowers agree not to assert and to cause its their respective Subsidiaries not to assert, and hereby waives waive and agrees agree to cause its their respective Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might may have by statute or otherwise against any Indemnitee, except to the extent resulting from the gross negligence or willful misconduct of such Indemnitee. All amounts due under this Section 10.5 shall be payable not later than 10 days after receipt of written demand therefor. Statements payable by the Borrower Borrowers pursuant to this Section 10.5 shall be submitted to Chief Financial Officer Betsy Wallace (Telephone No. (000435) 000615-00000360) (Telecopy No. (000435) 000600-0000), at xx the address of the Borrower set txx Xxxxxxxxx xet forth in Section 10.2Sectxxx 00.0, or to xx xo such other Person or address as may be hereafter designated by the Borrower ASC in a written notice to the Administrative Agent. The agreements in this Section 10.5 shall survive the termination of this Agreement and the repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent and the Lead Arrangers each Arranger for all of their respective its reasonable and documented out-of-pocket costs and expenses incurred in connection with the syndication of the Facilities and the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable and documented out-of-pocket fees and disbursements of one firm of primary counsel to the Administrative Agent and the Lead Arrangers (and, if reasonably necessary, one local counsel in any relevant per necessary 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, but in each case, together with backup documentation supporting such reimbursement requestany event no earlier than ten (10) Business Days after receipt by Borrower of a reasonably detailed invoice therefor, (b) to pay or reimburse each Lender, each Issuing Lender and the Administrative Agent for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including the reasonable and documented out-of-pocket fees and disbursements of any counsel to any Lender and of counsel to the Administrative Agent (but in such case limited to, the reasonable and the Lenders; provided, that the Borrower shall not be liable for the documented out-of-pocket fees and disbursements of more than one separate firm for primary counsel to the Administrative Agent and Agent, one primary counsel to the Lenders (unless there shall exist an actual conflict of interest among as selected by the Required Lenders other than the Administrative Agent and Agent) and, to the Lenders (or among the Lenders)extent reasonably necessary, in which case the Borrower shall be liable for the fees and disbursements of another separate counsel for the affected Person) and one local counsel in any material each applicable jurisdiction, and, in the case of a conflict of interest, one additional primary counsel and one additional local counsel in each applicable jurisdiction for such Persons affected by such conflict), and (c) to pay, indemnify, and hold each Lender Lender, each Issuing Lender, each Arranger and the Administrative Agent harmless fromAgent, any and all recording and filing fees and any and all liabilities with respect totheir respective affiliates, or resulting from any delay in paying, stamp, excise and similar taxes, if any, other than those found by a final and nonappealable decision of a court of competent jurisdiction to have been caused by the willful misconduct, bad faith or gross negligence of the Administrative Agent or any Lender that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and the Administrative Agent and their respective officers, directors, employees, affiliates, agents, advisors, partners, representatives advisors and controlling persons (each, an “Indemnitee”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits or actions or other legal proceedings (whether brought by a third party or the Borrower or other Loan Party)suits, costs, expenses or disbursements of any kind or nature whatsoever arising out of with respect to the execution, delivery, enforcement, performance and administration of this Agreement, Agreement and the other Loan Documents and any such other documents, including any claim, litigation, investigation or proceeding (a “Proceeding”) regardless of whether any Indemnitee is a party thereto and whether or not the same are brought by the Borrower, its equity holders, affiliates or creditors or any other Person, including any of the foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower or any Subsidiary Group Member or any of the Properties, any Environmental Claims, Properties and the reasonable and documented out-of-pocket fees and expenses of one primary legal counsel (provided that the Borrower shall not be liable for the fees and expenses of more than and, if reasonably necessary, one separate firm for the Indemnitees (unless there shall be an actual conflict of interest among the Indemnitees, in which case the Borrower shall be liable for the fees and expenses of another separate counsel for the affected Indemnitees) and one single local counsel in any material jurisdictioneach relevant jurisdiction for all Indemnitees taken as a whole (and solely in the case of a conflict in interest, one additional primary counsel and one additional counsel in each relevant jurisdiction to each group of affected Indemnitees similarly situated taken as a whole) in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (d), collectively, the “Indemnified Liabilities”); , provided, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities (x) to the extent such Indemnified Liabilities are (x) found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of, or material breach of any Loan Document by, such Indemnitee or any of its affiliates or their respective officersIndemnitee, directors or employees or (y) related to any dispute solely among the Indemnitees other than any dispute involving an Indemnitee in its capacity or in fulfilling its role as the Administrative Agent or Arranger or any similar role under this Agreement unless such dispute is related to any claims arising out of a dispute solely between Indemnitees not involving an or in connection with any act or omission by of the Borrower or any of its Affiliates (and provided, further, that this Section 10.5(d) shall not apply with respect to Taxes other than any such indemnified liabilities asserted against Taxes that represent losses or damages arising from any Indemnitee in its capacity, or in fulfilling its role, as an agent or Lead Arranger or similar role for any Facility (including any Incremental Facility)). The Borrower non-Tax claim and shall not be liable to for duplicate any special, indirect, consequential amounts paid under Section 2.13 or punitive damages (other than as required pursuant to Section 10.5(c) or (d))2.15. 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. No Indemnitee shall be liable for any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems, except to the extent any such damages are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee. None of the parties hereto shall assert, and each hereby waives, any claim for any indirect, special, exemplary, punitive or consequential damages in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby (except that nothing contained in this sentence shall limit the Borrower’s indemnity obligations under this Section 10.5). All amounts due under this Section 10.5 shall be payable not later than 10 days Business Days after written demand receipt of a reasonably detailed invoice therefor. Statements payable by the Borrower pursuant to this Section 10.5 shall be submitted to Chief Financial Officer Director – Legal Department (Telephone No. (000) -000-0000) (Telecopy No. (000) 000310-0000282-8808), at the address of the Borrower set forth in Section 10.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent. The agreements in this Section 10.5 shall survive the termination of this Agreement and the repayment of the Loans and all other amounts payable hereunder. Notwithstanding the foregoing, the Borrower shall not be liable under this Agreement for any settlement made by any Indemnitee without its prior written consent (which consent shall not be unreasonably withheld or delayed). If any settlement is consummated with the Borrower’s written consent or if there is a final judgment for the plaintiff in any such Proceeding, the Borrower agrees to indemnify and hold harmless each Indemnitee from and against any and all losses, claims, damages, liabilities and expenses by reason of such settlement or judgment in accordance with the provisions hereof. The Borrower further agrees that it will not, without the prior written consent of the Indemnitee, settle or compromise or consent to the entry of any judgment in any pending or threatened Proceeding in respect of which indemnification may be sought hereunder (whether or not any Indemnitee is an actual or potential party to such Proceeding) unless such settlement, compromise or consent includes (a) an unconditional release of each Indemnitee from all liability and obligations arising therefrom in form and substance satisfactory to such Indemnitee and (b) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnitee.

Payment of Expenses and Taxes. The Borrower agrees Borrowers agree upon the occurrence of the Closing Date (a) to pay or reimburse the Joint Lead Arrangers and the Administrative Agent and the Lead Arrangers (without duplication) for all of their respective reasonable and documented out-of-pocket costs and expenses incurred in connection with the syndication of the Facilities and the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of one firm of primary counsel to the Administrative Agent Agent, the Joint Lead Arrangers and the Lead Arrangers (andJoint Bookrunners, if necessarytaken as a whole, and one local counsel to the foregoing Persons, taken as a whole, in any relevant jurisdictioneach appropriate jurisdiction (which may include one special counsel acting in multiple jurisdictions) (and additional counsel in the case of actual or perceived conflicts), and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Company Borrower on or 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, in each case, together with backup documentation supporting such reimbursement request, (b) to pay or reimburse each Lender and the Administrative Agent for all its of their reasonable and documented out-of-pocket costs and expenses (other than allocated costs of in-house counsel) incurred in connection with the workout, restructuring, enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including the reasonable fees and disbursements of one primary counsel to the Lenders, the Administrative Agent Agent, the Joint Lead Arrangers and, the Joint Bookrunners and the Lenders; providedAmendment No. 1 Lead Arrangers and Bookrunners, that the Borrower shall not be liable for the fees and disbursements of more than one separate firm for the Administrative Agent and the Lenders (unless there shall exist an actual conflict of interest among the Administrative Agent and the Lenders (or among the Lenders)taken as a whole, in which case the Borrower shall be liable for the fees and disbursements of another separate counsel for the affected Person) and one local counsel to the foregoing Persons, taken as a whole, in each appropriate jurisdiction (which may include one special counsel acting in multiple jurisdictions) (and in the case of an actual or perceived conflict of interest by any material jurisdictionof the foregoing Persons, additional counsel to such affected Person), (c) 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 similar taxes, if any, other than those found by a final and nonappealable decision of a court of competent jurisdiction to have been caused by the willful misconduct, bad faith or gross negligence of the Administrative Agent or any Lender that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and Lender, the Administrative Agent Agent, each Joint Lead Arranger, the Joint Bookrunners, the Amendment No. 1 Lead Arrangers and Bookrunners and each of their respective officersAffiliates that are providing services in connection with the financing contemplated by this Agreement and each member (and successors and assigns), directorsofficer, employeesdirector, affiliatestrustee, agentsemployee, advisors, partners, representatives agent and controlling persons person of the foregoing (each, an “Indemnitee”) harmless from and against any and all other claims, liabilities, obligations, losses, damages, penalties, actions, judgments, suits or actions or other legal proceedings (whether brought by a third party or the Borrower or other Loan Party)suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to or arising out of or in connection with the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documentsdocuments (regardless of whether any Indemnitee is a party hereto and regardless of whether any such matter is initiated by a third party, the Borrower, any other Loan Party or any other Person), including any of the foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable relating to the operations of the Borrower or any Subsidiary Group Member or any of the Properties, any Environmental Claims, Properties and the reasonable and documented fees and expenses of one primary legal counsel to the Indemnitees, taken as a whole (provided that or in the Borrower shall not be liable for the fees and expenses case of more than one separate firm for the Indemnitees (unless there shall be an actual or perceived conflict of interest among the Indemniteesby an Indemnitee, in which case the Borrower shall be liable for the fees and expenses of another separate additional counsel for to the affected Indemnitees) ), and one local counsel in any material jurisdictioneach appropriate jurisdiction (which may include one special counsel acting in multiple jurisdictions) to the Indemnitees in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (d), collectively, the “Indemnified Liabilities”) (but excluding any losses, liabilities, claims, damages, costs or expenses relating to the matters referred to in Sections 2.13 and 2.15 (which shall be the sole remedy in respect of the matters set forth therein); provided), provided that the Borrower Borrowers shall not have no any obligation hereunder to any Indemnitee with respect to Indemnified Liabilities (x) to the extent such Indemnified Liabilities are (i) (A) found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee or any of its affiliates or their respective officersIndemnitee, directors or employees or (yB) arising out found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from a material breach of the Loan Documents by such Indemnitee, (C) any dispute solely between Indemnitees that does not involving involve an act or omission by the Borrower Borrowers, Holdings or any of its their respective Affiliates and that is brought by any Indemnitee against any other Indemnitee (other than any such indemnified liabilities asserted against any Indemnitee in its capacitycapacity as Administrative Agent, or in fulfilling its roleJoint Lead Arranger, as an agent or Joint Bookrunner Amendment No. 1 Lead Arranger and Bookrunner or similar role for any Facility hereunder), (including any Incremental Facility)). The Borrower shall not be liable to for any specialD) directly and exclusively caused, indirect, consequential or punitive damages (other than as required pursuant to Section 10.5(c) or (d)). 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 the violation of, noncompliance with or liability under, any Environmental Law relating to any of the Properties, by the act or omissions by Persons other than the Borrowers or any Subsidiary of the Borrowers or their respective Related Parties with respect to the applicable Property that occur after the Administrative Agent sells the respective Property pursuant to a foreclosure or has accepted a deed in lieu of foreclosure or (E) with respect to Taxes, other than any Taxes that represent losses, claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind etc. arising from any non-Tax claim or nature(ii) settlements entered into by such person without the Borrowers’ written consent (such consent to not be unreasonably withheld, under conditioned or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemniteedelayed). 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 Borrowers pursuant to this Section 10.5 shall be submitted to Chief Financial Officer (Telephone No. (000) 000-0000) (Telecopy No. (000) 000-0000), the Borrowers at the address of the Borrower addresses set forth in Section 10.2, or to such other Person or address as may be hereafter designated by the Borrower Borrowers in a written notice to the Administrative Agent. The agreements in this Section 10.5 shall survive the termination of this Agreement and the repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower (a) Gannett agrees (ai) to pay or reimburse the Administrative Agent and the Lead Arrangers for all of their respective its reasonable and documented out-of-pocket costs and expenses incurred in connection with the syndication of the Facilities and the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewithherewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of one firm of counsel to the Administrative Agent and the Lead Arrangers (and, if necessary, one local counsel in any relevant jurisdiction) and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Borrower Gannett prior to the Closing Restatement Effective Date (in the case of amounts to be paid on the Closing Restatement Effective Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Administrative Agent shall deem appropriate, in each case, together with backup documentation supporting such reimbursement request, (bii) to pay or reimburse each Lender and the Administrative Agent for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents Agreement and any such other documents, including the reasonable fees and disbursements of counsel to the Administrative Agent and the Lenders; provided, that the Borrower shall not be liable for the fees and disbursements of more than one separate firm for the Administrative Agent and the Lenders (unless there shall exist an actual conflict of interest among the Administrative Agent and the Lenders (or among the Lenders), in which case the Borrower shall be liable for the fees and disbursements of another separate counsel for the affected Person) and one local counsel in any material jurisdiction, (c) to pay, indemnify, and hold each Lender and of counsel to 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 similar taxes, if any, other than those found by a final and nonappealable decision of a court of competent jurisdiction to have been caused by the willful misconduct, bad faith or gross negligence of the Administrative Agent or any Lender that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documentsAgent, and (diii) to pay, indemnify, and hold each Lender and the Administrative Agent and their respective officers, directors, employees, affiliates, agents, advisors, partners, representatives agents and controlling persons (each, an “Indemnitee”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits or actions or other legal proceedings (whether brought by a third party or the Borrower or other Loan Party)suits, costs, expenses or disbursements of any kind or nature whatsoever arising out of with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents Agreement and any such other documents, including any of the foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower or any Subsidiary or any of the Properties, any Environmental Claims, and the reasonable and documented fees and expenses of legal counsel (provided that the Borrower shall not be liable for the fees and expenses of more than one separate firm for the Indemnitees (unless there shall be an actual conflict of interest among the Indemnitees, in which case the Borrower shall be liable for the fees and expenses of another separate counsel for the affected Indemnitees) and one local counsel in any material jurisdiction) in connection with claims, actions or proceedings by any Indemnitee against any Loan Party Gannett under any Loan Document this Agreement (all the foregoing in this clause (d), collectively, the “Indemnified Liabilities”); , provided, that the Borrower Gannett shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities (x) to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence, bad faith negligence or willful misconduct of such Indemnitee or any of its affiliates or their respective officers, directors or employees or (y) arising out of a dispute solely between Indemnitees not involving an act or omission by the Borrower or any of its Affiliates (other than any such indemnified liabilities asserted against any Indemnitee in its capacity, or in fulfilling its role, as an agent or Lead Arranger or similar role for any Facility (including any Incremental Facility)). The Borrower shall not be liable to for any special, indirect, consequential or punitive damages (other than as required pursuant to Section 10.5(c) or (d)). 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 9.5(a) shall be payable not later than 10 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 10.5 shall be submitted to Chief Financial Officer (Telephone No. (000) 000-0000) (Telecopy No. (000) 000-0000), at the address of the Borrower set forth in Section 10.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent. The agreements in this Section 10.5 shall survive the termination of this Agreement and the repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse each of the Administrative Agent and the Lead Arrangers for all of their respective its reasonable and documented out-of-pocket invoiced costs and expenses incurred in connection with the syndication of the Facilities and the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of one firm of counsel to the Administrative Agent and the Lead Arrangers (and, if necessaryArrangers, one firm of regulatory counsel and one firm of local counsel in any relevant jurisdictioneach appropriate jurisdiction and other counsel retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed) and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Borrower prior to the Closing Restatement Effective Date (in the case of amounts to be paid on the Closing Restatement Effective Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Administrative Agent shall deem appropriate, in each case, together with backup documentation supporting such reimbursement request, (b) to pay or reimburse each Lender Lender, the Issuing Lender, the Swingline Lender, the Foreign Currency Agent and the Administrative Agent for all its reasonable and documented out-of-pocket invoiced costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including the fees and disbursements of one counsel to the Administrative Agent Lenders and the Lenders; providedAdministrative Agent, that the Borrower shall not be liable for the fees and disbursements one firm of more than one separate firm for the Administrative Agent and the Lenders (unless there shall exist an actual conflict of interest among the Administrative Agent and the Lenders (or among the Lenders), in which case the Borrower shall be liable for the fees and disbursements of another separate counsel for the affected Person) and one local counsel in any material jurisdictioneach appropriate jurisdiction and other counsel retained with the Borrower’s consent (not to be unreasonably withheld or delayed) 128 (provided that in the case of an actual (or perceived, if set forth in a writing by the affected party to the Borrower) conflict of interest, where the affected party informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected party), (c) to pay, indemnify, and hold each Lender Lender, the Issuing Lender, the Swingline Lender, the Foreign Currency Agent and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any the Borrower’s delay in paying, stamp, excise and other similar taxesTaxes, if any, other than those found by a final and nonappealable decision of a court of competent jurisdiction to have been caused by the willful misconduct, bad faith or gross negligence of the Administrative Agent or any Lender that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, (d) to pay or reimburse each Foreign Currency Lender or the Issuing Lender for all of its reasonable and invoiced losses, costs or expenses sustained in connection with any conversion of Obligations, fees, payments or any other amounts payable to such Foreign Currency Lender or the Issuing Lender, as applicable, from any currency other than Dollars to its Dollar Equivalent; provided that such conversion shall have resulted from the Borrower’s failure to comply with its obligations hereunder and (de) to pay, indemnify, and hold each Lender Lender, the Issuing Lender, the Swingline Lender, the Foreign Currency Agent and the Administrative Agent Agent, their respective affiliates, and their respective officers, directors, employees, affiliates, agents, advisors, partners, representatives advisors and controlling persons (each, an “Indemnitee”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits or actions or other legal proceedings (whether brought by a third party or the Borrower or other Loan Party)suits, costs, expenses or disbursements of any kind or nature whatsoever arising out of with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including any claim, litigation, investigation or proceeding regardless of whether any Indemnitee is a party thereto and whether or not the same are brought by the Borrower, its equity holders, affiliates or creditors or any other Person, including any of the foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower or any Subsidiary Group Member or any of the Properties, any Environmental Claims, Properties and the reasonable and documented fees and expenses of legal one firm of counsel for all Indemnitees and, if necessary, one firm of regulatory counsel and one firm of local counsel in each appropriate jurisdiction for all Indemnitees (provided that in the case of an actual (or perceived, if set forth in a writing by the affected Indemnitee to the Borrower) conflict of interest, where the Indemnitee informs the Borrower shall not be liable for of such conflict and thereafter retains its own counsel, the fees reasonable and expenses of more than one separate firm for the Indemnitees (unless there shall be an actual conflict of interest among the Indemnitees, in which case the Borrower shall be liable for the fees invoiced costs and expenses of another separate firm of counsel for the such affected Indemnitees) and one local counsel in any material jurisdiction) Indemnitee), in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (de), collectively, the “Indemnified Liabilities”); , provided, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities (x) to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence, bad faith negligence or willful misconduct of, or material breach of any Loan Document by, such Indemnitee or any of its affiliates or their respective officersIndemnitee, directors or employees or (yprovided, further, that this Section 10.5(e) arising out of a dispute solely between Indemnitees shall not involving an act or omission by the Borrower or any of its Affiliates (apply with respect to Taxes other than any such indemnified liabilities asserted against Taxes that represent losses or damages arising from any non-Tax claim, and provided further that this Section 10.5(e) shall not require the reimbursement of costs, expenses and disbursements of any Indemnitee incurred in its capacityconnection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents (it being understood that any reimbursement in fulfilling its roleconnection with such costs, as an agent or Lead Arranger or similar role for any Facility (including any Incremental Facility)). The Borrower expenses and disbursements shall not be liable to for any special, indirect, consequential or punitive damages (other than as required pursuant to governed by Section 10.5(c) or (d10.5(a)). 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. No Indemnitee shall be liable for any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems, except to the extent any such damages are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee or a material breach of any Loan Document by such Indemnitee. No Indemnitee shall be liable for any indirect, special, exemplary, punitive or consequential damages in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. All amounts due under this Section 10.5 shall be payable not later than 10 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 10.5 shall be submitted to Chief Financial Officer Xxxxxx X. Xxxxxx (Telephone No. (000) -000-0000) (Telecopy No. (000) 000616-0000866-0257), at the address of the Borrower set forth in Section 10.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent. The agreements in this Section 10.5 shall survive the termination of this Agreement and the repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent and the Lead Arrangers for all of their respective its reasonable and documented out-of-pocket out‑of‑pocket costs and expenses incurred in connection with the syndication of the Facilities and the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including including, without limitation, the reasonable fees and disbursements of one firm of counsel to the Administrative Agent and the Lead Arrangers (and, if necessary, one local counsel in any relevant 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, in each case, together with backup documentation supporting such reimbursement requestAgent, (b) to pay or reimburse each Lender and the Administrative Agent for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including including, without limitation, the reasonable fees and disbursements of counsel (including, without limitation, in‑house counsel) to the Administrative Agent and to the several Lenders; provided, that the Borrower shall not be liable for the fees and disbursements of more than one separate firm for the Administrative Agent and the Lenders (unless there shall exist an actual conflict of interest among the Administrative Agent and the Lenders (or among the Lenders), in which case the Borrower shall be liable for the fees and disbursements of another separate counsel for the affected Person) and one local counsel in any material jurisdiction, (c) to pay, indemnify, 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 taxesnon-income taxes (and, for the avoidance of doubt, other than Excluded Taxes), if any, other than those found by a final and nonappealable decision of a court of competent jurisdiction to have been caused by the willful misconduct, bad faith or gross negligence of the Administrative Agent or any Lender that which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documentsdocuments provided that and notwithstanding any other provision of this Agreement to the contrary, the Borrower and/or any Subsidiary Borrower shall only be liable to make any payment to the Administrative Agent or any Lender regarding any UK stamp duty or SDRT in respect of any transfer if such transfer is effected by an Assignment and Acceptance which operates as a novation, i.e., if the original rights and obligations as between the relevant Borrower and the transferor Lender are extinguished and new rights and obligations between the relevant Borrower and the transferee Lender are created, and (d) to pay, indemnify, and hold each Lender and the Administrative Agent and their respective officers, directors, trustees, employees, affiliates, agents, advisors, partners, representatives advisers and controlling persons (each, an “Indemnitee”) agents harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits or actions or other legal proceedings (whether brought by a third party or the Borrower or other Loan Party)suits, costs, expenses or disbursements of any kind or nature whatsoever (including the reasonable legal fees and expenses of each Lender and the Administrative Agent with respect to third party enforcement actions arising out of the transactions contemplated under this Agreement and the other Loan Documents) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents; provided, including any of the foregoing relating however, that with respect to the use of proceeds of the Loans or the violation ofsubparagraphs (c) and (d), noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower or any Subsidiary or any of the Properties, any Environmental Claims, and the reasonable and documented fees and expenses of legal counsel (provided that the Borrower shall not be liable for the fees and payment of any losses, costs, penalties, judgments, suits, liabilities, damages, penalties, actions, expenses of more than one separate firm for the Indemnitees (unless there shall be an actual conflict of interest among the Indemnitees, in which case the Borrower shall be liable for the fees and expenses of another separate counsel for the affected Indemnitees) and one local counsel in any material jurisdiction) in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (d), collectively, the “Indemnified Liabilities”); provided, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities (x) to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted disbursements resulting solely from the gross negligence, bad faith or willful misconduct of any such Indemnitee Lender or any such Lender’s breach in bad faith of its affiliates or their respective officersobligations under the Loan Documents, directors or employees or (y) arising out of a dispute solely between Indemnitees not involving an act or omission by the Borrower or any of its Affiliates (other than any such indemnified liabilities asserted against any Indemnitee in its capacity, or in fulfilling its roleeach case, as an agent or Lead Arranger or similar role for any Facility (including any Incremental Facility)). The Borrower shall not be liable to for any special, indirect, consequential or punitive damages (other than as required pursuant to Section 10.5(c) or (d)). Without limiting the foregoing, and to the extent permitted determined 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 a final non-appealable judgment by a court of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 10.5 shall be payable not later than 10 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 10.5 shall be submitted to Chief Financial Officer (Telephone No. (000) 000-0000) (Telecopy No. (000) 000-0000), at the address of the Borrower set forth in Section 10.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agentcompetent jurisdiction. The agreements in this Section 10.5 subsection shall survive the termination of this Agreement and the repayment of the Loans Loans, the Reimbursement Obligations and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees upon the occurrence of the Closing Date (a) to pay or reimburse the Joint Lead Arrangers and the Administrative Agent and the Lead Arrangers (without duplication) for all of their respective reasonable and documented out-of-pocket costs and expenses incurred in connection with the syndication of the Facilities and the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of one firm of primary counsel to the Administrative Agent Agent, the Joint Lead Arrangers and the Lead Arrangers (andJoint Bookrunners, if necessarytaken as a whole, and one local counsel to the foregoing Persons, taken as a whole, in any relevant jurisdictioneach appropriate jurisdiction (which may include one special counsel acting in multiple jurisdictions) (and additional counsel in the case of actual or perceived conflicts), and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Company Borrower on or 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, in each case, together with backup documentation supporting such reimbursement request, (b) to pay or reimburse each Lender and the Administrative Agent for all its of their reasonable and documented out-of-pocket costs and expenses (other than allocated costs of in-house counsel) incurred in connection with the workout, restructuring, enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including the reasonable fees and disbursements of one primary counsel to the Lenders, the Administrative Agent Agent, the Joint Lead Arrangers, the Joint Bookrunners, the Amendment No. 1 Lead Arrangers and Bookrunners, the Amendment No. 2 Lead Arrangers and Bookrunners, the Amendment No. 3 Lead Arrangers and Bookrunners and the Lenders; providedAmendment No. 34 Lead Arrangers and Bookrunners, that the Borrower shall not be liable for the fees and disbursements of more than one separate firm for the Administrative Agent and the Lenders (unless there shall exist an actual conflict of interest among the Administrative Agent and the Lenders (or among the Lenders)taken as a whole, in which case the Borrower shall be liable for the fees and disbursements of another separate counsel for the affected Person) and one local counsel to the foregoing Persons, taken as a whole, in each appropriate jurisdiction (which may include one special counsel acting in multiple jurisdictions) (and in the case of an actual or perceived conflict of interest by any material jurisdictionof the foregoing Persons, additional counsel to such affected Person), (c) 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 similar taxes, if any, other than those found by a final and nonappealable decision of a court of competent jurisdiction to have been caused by the willful misconduct, bad faith or gross negligence of the Administrative Agent or any Lender that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and Lender, the Administrative Agent Agent, each Joint Lead Arranger, the Joint Bookrunners, the Amendment No. 1 Lead Arrangers and Bookrunners, the Amendment No. 2 Lead Arrangers and Bookrunners, the Amendment No. 3 Lead Arrangers and Bookrunners, the Amendment No. 3 Lead Arrangers and Bookrunners, the Amendment No. 4 Lead Arrangers and Bookrunners and each of their respective officersAffiliates that are providing services in connection with the financing contemplated by this Agreement and each member (and successors and assigns), directorsofficer, employeesdirector, affiliatestrustee, agentsemployee, advisors, partners, representatives agent and controlling persons person of the foregoing (each, an “Indemnitee”) harmless from and against any and all other claims, liabilities, obligations, losses, damages, penalties, actions, judgments, suits or actions or other legal proceedings (whether brought by a third party or the Borrower or other Loan Party)suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to or arising out of the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including any of the foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower or any Subsidiary or any of the Properties, any Environmental Claims, and the reasonable and documented fees and expenses of legal counsel (provided that the Borrower shall not be liable for the fees and expenses of more than one separate firm for the Indemnitees (unless there shall be an actual conflict of interest among the Indemnitees, in which case the Borrower shall be liable for the fees and expenses of another separate counsel for the affected Indemnitees) and one local counsel in any material jurisdiction) in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (d), collectively, the “Indemnified Liabilities”); provided, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities (x) to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee or any of its affiliates or their respective officers, directors or employees or (y) arising out of a dispute solely between Indemnitees not involving an act or omission by the Borrower or any of its Affiliates (other than any such indemnified liabilities asserted against any Indemnitee in its capacity, or in fulfilling its role, as an agent or Lead Arranger or similar role for any Facility (including any Incremental Facility)). The Borrower shall not be liable to for any special, indirect, consequential or punitive damages (other than as required pursuant to Section 10.5(c) or (d)). 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 Chief Financial Officer (Telephone No. (000) 000-0000) (Telecopy No. (000) 000-0000), at the address of the Borrower set forth in Section 10.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent. The agreements in this Section 10.5 shall survive the termination of this Agreement and the repayment of the Loans and all other amounts payable hereunder.the

Payment of Expenses and Taxes. The Borrower Company agrees (a) to pay or reimburse the Administrative Agent and the Lead Arrangers for all of their respective its reasonable and documented out-of-pocket costs and expenses incurred in connection with the syndication of the Facilities and the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the syndication of the Facilities, the consummation and administration of the transactions contemplated hereby and therebythereby and any amendment or waiver with respect thereto, including including, without limitation, (i) the reasonable fees and disbursements of Weil, Gotshal & Xxxxxx LLP and one firm local counsel in each relevant jurisdiction (which, for the avoidance of counsel doubt, may include Canada, Sweden, Mexico, each jurisdiction where a Mortgaged Property is located and, without duplication, each other jurisdiction where a Subsidiary Borrower is organized) to be shared by the Administrative Agent and the Lead Arrangers Collateral Trustee, (and, if necessary, one local counsel in any relevant jurisdictionii) and filing and recording fees and expenses, with statements with respect to expenses and (iii) the foregoing to be submitted to the Borrower prior to the Closing Date (in the case charges 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, in each case, together with backup documentation supporting such reimbursement requestIntralinks, (b) to pay or reimburse each Lender and the Administrative Agent and the Collateral Trustee for all its their reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, Agreement and the other Loan Documents and any such other documentsDocuments, including the reasonable fees and disbursements of one primary counsel to the Administrative Agent, which counsel shall act on behalf of all Lenders (and if necessary or advisable one local counsel in each relevant jurisdiction (which, for the avoidance of doubt, may include Canada, Sweden, Mexico, each jurisdiction where a Mortgaged Property is located and, without duplication, each other jurisdiction where a Subsidiary Borrower is organized) to be shared by the Administrative Agent and the Lenders; providedCollateral Trustee) and, that in the Borrower shall not be liable for the fees and disbursements event of more than one separate firm for the Administrative Agent and the Lenders (unless there shall exist an actual any conflict of interest among interest, if necessary or advisable one additional local counsel in each relevant jurisdiction to the Administrative Agent Collateral Trustee and the Lenders one additional primary counsel (and if necessary or among the Lenders), in which case the Borrower shall be liable for the fees and disbursements of another separate counsel for the affected Person) and advisable one local counsel in any material each relevant jurisdiction) to represent all Lenders (other than the Administrative Agent), (c) to pay, indemnifyindemnify or reimburse each Lender, each Issuing Lender and the Administrative Agent for, and hold each Lender, each Issuing Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and similar taxes, if any, other than those found by a final and nonappealable decision of a court of competent jurisdiction to have been caused by the willful misconduct, bad faith or gross negligence of the Administrative Agent or any Lender that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnifyindemnify or reimburse each Lender, and hold each Lender and Issuing Lender, the Administrative Agent Agent, their respective affiliates, and their respective officers, directors, partners, employees, affiliatesadvisors, agents, advisors, partners, representatives and controlling persons and trustees (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits or actions or other legal proceedings (whether brought by a third party or the Borrower or other Loan Party)suits, costs, expenses or disbursements of any kind or nature whatsoever arising out (other than with respect to taxes not specifically provided for herein, which shall be governed exclusively by Section 2.26 or with respect to the costs, losses or expenses which are of the type covered by Section 2.25 or Section 2.27) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including including, without limitation, any of the foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower Company or any Subsidiary of its Subsidiaries or any of the Properties, any Environmental Claims, Mortgaged Properties and the reasonable and documented fees and expenses of legal counsel (provided that the Borrower shall not be liable for the fees and expenses of more than one separate firm for the Indemnitees (unless there shall be an actual conflict of interest among the Indemnitees, in which case the Borrower shall be liable for the fees and expenses of another separate counsel for the affected Indemnitees) and one local counsel in any material jurisdiction) in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (d), collectively, the “Indemnified Liabilities”); , provided, that the Borrower Company shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities (x) to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence, bad faith negligence or willful misconduct of, or material breach of the Loan Documents by, such Indemnitee or Indemnitee, any of its affiliates or its or their respective officers, directors directors, partners, employees, advisors, agents, controlling persons or employees or (y) arising out of a dispute solely between Indemnitees not involving an act or omission by the Borrower or any of its Affiliates (other than any such indemnified liabilities asserted against any Indemnitee in its capacity, or in fulfilling its role, as an agent or Lead Arranger or similar role for any Facility (including any Incremental Facility)). The Borrower shall not be liable to for any special, indirect, consequential or punitive damages (other than as required pursuant to Section 10.5(c) or (d))trustees. Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower Company agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of 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 the same shall have resulted from the gross negligence or willful misconduct of, or material breach of the Loan Documents by, such Indemnitee, any of its affiliates or its or their respective officers, directors, partners, employees, advisors, agents, controlling persons or trustees. All amounts due under this Section 10.5 shall be payable not later than 10 days 30 Business Days after written demand the party to whom such amount is owed has provided a statement or invoice therefor, setting forth in reasonable detail, the amount due and the relevant provision of this Section 10.5 under which such amount is payable by the Company. For purposes of the preceding sentence, it is understood and agreed that the Company may ask for reasonable supporting documentation to support any request to reimburse or pay out of pocket expenses, legal fees and disbursements and that the grace period to pay any such amounts shall not commence until such supporting documentation has been received by the Company. Statements payable by the Borrower Company pursuant to this Section 10.5 shall be submitted to Chief Financial Officer (Telephone No. (000) 000-0000) (Telecopy No. (000) 000-0000), the Company at the address of the Borrower Company set forth in Section 10.2, or to such other Person or address as may be hereafter designated by the Borrower Company in a written notice to the Administrative Agent. The agreements in this Section 10.5 shall survive the termination of this Agreement and the repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower Company agrees (a) to pay or reimburse the Administrative Agent and the Lead Arrangers Applicable Agents for all of their respective reasonable and documented out-of-pocket costs and expenses incurred in connection with the syndication of the Facilities and the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the syndication of the Facility, the consummation and administration of the transactions contemplated hereby and therebythereby and any amendment or waiver with respect thereto, including including, without limitation, (i) the reasonable fees and disbursements of one firm of counsel to the Administrative Agent Weil, Gotshal & Xxxxxx LLP and the Lead Arrangers (and, if necessary, one local counsel in any each relevant jurisdictionjurisdiction (which, for the avoidance of doubt, may include each jurisdiction where a Subsidiary Borrower is organized) and to be shared by the Applicable Agents, (ii) filing and recording fees and expenses, with statements with respect to expenses and (iii) the foregoing to be submitted to the Borrower prior to the Closing Date (in the case charges 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, in each case, together with backup documentation supporting such reimbursement requestIntralinks, (b) to pay or reimburse each Lender and the Administrative Agent Applicable Agents for all its of their reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, Agreement and the other Loan Documents and any such other documentsDocuments, including the reasonable fees and disbursements of one primary counsel to the Administrative Agent and the Lenders; providedApplicable Agents, that the Borrower which counsel shall not be liable for the fees and disbursements act on behalf of more than one separate firm for the Administrative Agent and the all Lenders (unless there shall exist an actual conflict of interest among the Administrative Agent and the Lenders (if necessary or among the Lenders), in which case the Borrower shall be liable for the fees and disbursements of another separate counsel for the affected Person) and advisable one local counsel in each relevant jurisdiction (which, for the avoidance of doubt, may include each jurisdiction where a 50 Subsidiary Borrower is organized) to be shared by the Applicable Agents) and, in the event of any material conflict of interest, if necessary or advisable one additional primary counsel (and if necessary or advisable one local counsel in each relevant jurisdiction) to represent all Lenders (other than the Applicable Agents), (c) to pay, indemnifyindemnify or reimburse each Lender and the Applicable Agents for, and hold each Lender and the Administrative Agent Applicable Agents harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and similar taxes, if any, other than those found by a final and nonappealable decision of a court of competent jurisdiction to have been caused by the willful misconduct, bad faith or gross negligence of the Administrative Agent or any Lender that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnifyindemnify or reimburse each Lender, and hold each Lender and the Administrative Agent Applicable Agents, their respective affiliates, and their respective officers, directors, partners, employees, affiliatesadvisors, agents, advisors, partners, representatives and controlling persons and trustees (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits or actions or other legal proceedings (whether brought by a third party or the Borrower or other Loan Party)suits, costs, expenses or disbursements of any kind or nature whatsoever arising out (other than with respect to taxes not specifically provided for herein, which shall be governed exclusively by Section 2.15 or with respect to the costs, losses or expenses which are of the type covered by Section 2.14) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including including, without limitation, any of the foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower or any Subsidiary Company or any of the Properties, any Environmental Claims, its Subsidiaries and the reasonable and documented fees and expenses of legal counsel (provided that the Borrower shall not be liable for the fees and expenses of more than one separate firm for the Indemnitees (unless there shall be an actual conflict of interest among the Indemnitees, in which case the Borrower shall be liable for the fees and expenses of another separate counsel for the affected Indemnitees) and one local counsel in any material jurisdiction) in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (d), collectively, the “Indemnified Liabilities”); , provided, that the Borrower Company shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities (x) to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence, bad faith negligence or willful misconduct of, or material breach of the Loan Documents by, such Indemnitee or Indemnitee, any of its affiliates or its or their respective officers, directors directors, partners, employees, advisors, agents, controlling persons or employees or (y) arising out of a dispute solely between Indemnitees not involving an act or omission by the Borrower or any of its Affiliates (other than any such indemnified liabilities asserted against any Indemnitee in its capacity, or in fulfilling its role, as an agent or Lead Arranger or similar role for any Facility (including any Incremental Facility)). The Borrower shall not be liable to for any special, indirect, consequential or punitive damages (other than as required pursuant to Section 10.5(c) or (d))trustees. Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower Company agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of 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 the same shall have resulted from the gross negligence or willful misconduct of, or material breach of the Loan Documents by, such Indemnitee, any of its affiliates or its or their respective officers, directors, partners, employees, advisors, agents, controlling persons or trustees. All amounts due under this Section 10.5 shall be payable not later than 10 days 30 Business Days after written demand the party to whom such amount is owed has provided a statement or invoice therefor, setting forth in reasonable detail, the amount due and the relevant provision of this Section 10.5 under which such amount is payable by the Company. For purposes of the preceding sentence, it is understood and agreed that the Company may ask for reasonable supporting documentation to support any request to reimburse or pay out of pocket expenses, legal fees and disbursements and that the grace period to pay any such amounts shall not commence until such supporting documentation has been received by the Company. Statements payable by the Borrower Company pursuant to this Section 10.5 shall be submitted to Chief Financial Officer (Telephone No. (000) 000-0000) (Telecopy No. (000) 000-0000), the Company at the address of the Borrower Company set forth in Section 10.2, or to such other Person or address as may be hereafter designated by the Borrower Company in a written notice to the Administrative each Applicable Agent. The agreements in this Section 10.5 shall survive the termination of this Agreement and the repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse each of the Administrative Agent and the Lead Arrangers for all of their respective its reasonable and documented out-of-pocket invoiced costs and expenses incurred in connection with the syndication of the Facilities and the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of one firm of counsel to the Administrative Agent and the Lead Arrangers (and, if necessaryArrangers, one firm of regulatory counsel and one firm of local counsel in any relevant jurisdictioneach appropriate jurisdiction and other counsel retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed) 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, in each case, together with backup documentation supporting such reimbursement request, (b) to pay or reimburse each Lender Lender, the Issuing Lender, the Swingline Lender, the Foreign Currency Agent and the Administrative Agent for all its reasonable and documented out-of-pocket invoiced costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including the fees and disbursements of one counsel to the Administrative Agent Lenders and the Lenders; providedAdministrative Agent, that the Borrower shall not be liable for the fees and disbursements one firm of more than one separate firm for the Administrative Agent and the Lenders (unless there shall exist an actual conflict of interest among the Administrative Agent and the Lenders (or among the Lenders), in which case the Borrower shall be liable for the fees and disbursements of another separate counsel for the affected Person) and one local counsel in any material jurisdictioneach appropriate jurisdiction and other counsel retained with the Borrower’s consent (not to be unreasonably withheld or delayed) (provided that in the case of an actual (or perceived, if set forth in a writing by the affected party to the Borrower) conflict of interest, where the affected party informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected party), (c) to pay, indemnify, and hold each Lender Lender, the Issuing Lender, the Swingline Lender, the Foreign Currency Agent and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any the Borrower’s delay in paying, stamp, excise and other similar taxesTaxes, if any, other than those found by a final and nonappealable decision of a court of competent jurisdiction to have been caused by the willful misconduct, bad faith or gross negligence of the Administrative Agent or any Lender that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, (d) to pay or reimburse each Foreign Currency Lender or the Issuing Lender for all of its reasonable and invoiced losses, costs or expenses sustained in connection with any conversion of Obligations, fees, payments or any other amounts payable to such Foreign Currency Lender or the Issuing Lender, as applicable, from any currency other than Dollars to its Dollar Equivalent; provided that such conversion shall have resulted from the Borrower’s failure to comply with its obligations hereunder and (de) to pay, indemnify, and hold each Lender Lender, the Issuing Lender, the Swingline Lender, the Foreign Currency Agent and the Administrative Agent Agent, their respective affiliates, and their respective officers, directors, employees, affiliates, agents, advisors, partners, representatives advisors and controlling persons (each, an “Indemnitee”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits or actions or other legal proceedings (whether brought by a third party or the Borrower or other Loan Party)suits, costs, expenses or disbursements of any kind or nature whatsoever arising out of with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including any claim, litigation, investigation or proceeding regardless of whether any Indemnitee is a party thereto and whether or not the same are brought by the Borrower, its equity holders, affiliates or creditors or any other Person, including any of the foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower or any Subsidiary Group Member or any of the Properties, any Environmental Claims, Properties and the reasonable and documented fees and expenses of legal one firm of counsel for all Indemnitees and, if necessary, one firm of regulatory counsel and one firm of local counsel in each appropriate jurisdiction for all Indemnitees (provided that in the case of an actual (or perceived, if set forth in a writing by the affected Indemnitee to the Borrower) conflict of interest, where the Indemnitee informs the Borrower shall not be liable for of such conflict and thereafter retains its own counsel, the fees reasonable and expenses of more than one separate firm for the Indemnitees (unless there shall be an actual conflict of interest among the Indemnitees, in which case the Borrower shall be liable for the fees invoiced costs and expenses of another separate firm of counsel for the such affected Indemnitees) and one local counsel in any material jurisdiction) Indemnitee), in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (de), collectively, the “Indemnified Liabilities”); , provided, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities (x) to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence, bad faith negligence or willful misconduct of, or material breach of any Loan Document by, such Indemnitee or any of its affiliates or their respective officersIndemnitee, directors or employees or (yprovided, further, that this Section 10.5(e) arising out of a dispute solely between Indemnitees shall not involving an act or omission by the Borrower or any of its Affiliates (apply with respect to Taxes other than any such indemnified liabilities asserted against Taxes that represent losses or damages arising from any non-Tax claim, and provided further that this Section 10.5(e) shall not require the reimbursement of costs, expenses and disbursements of any Indemnitee incurred in its capacityconnection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents (it being understood that any reimbursement in fulfilling its roleconnection with such costs, as an agent or Lead Arranger or similar role for any Facility (including any Incremental Facility)). The Borrower expenses and disbursements shall not be liable to for any special, indirect, consequential or punitive damages (other than as required pursuant to governed by Section 10.5(c) or (d10.5(a)). 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. No Indemnitee shall be liable for any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems, except to the extent any such damages are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee or a material breach of any Loan Document by such Indemnitee. No Indemnitee shall be liable for any indirect, special, exemplary, punitive or consequential damages in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. All amounts due under this Section 10.5 shall be payable not later than 10 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 10.5 shall be submitted to Chief Financial Officer Xxxxxx X. Xxxxxx (Telephone No. (000) -000-0000) (Telecopy No. (000) 000616-0000866-0257), at the address of the Borrower set forth in Section 10.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent. The agreements in this Section 10.5 shall survive the termination of this Agreement and the repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent Agent, each Issuing Lender and the Lead Arrangers Lenders for all of their respective reasonable and documented out-of-out of pocket costs and expenses incurred in connection with the syndication of the Facilities and the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of only one firm of counsel and special California regulatory counsel to the Administrative Agent Agent, the Issuing Lenders and the Lead Arrangers (and, if necessary, one local counsel in any relevant jurisdiction) Lenders and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Borrower prior to the Closing Effective Date (in the case of amounts to be paid on the Closing Effective Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Administrative Agent shall deem appropriate, in each case, together with backup documentation supporting such reimbursement request, (b) to pay or reimburse each Lender, each Issuing Lender and the Administrative Agent for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any its rights under this Agreement, the other Loan Documents and any such other documents, including the fees and disbursements of only one counsel to the Administrative Agent Agent, the Lenders and the Issuing Lenders; provided, that the Borrower shall not be liable for the fees and disbursements of more than one separate firm for which counsel is reasonably acceptable to the Administrative Agent Agent, the Lenders and the Issuing Lenders (unless there shall exist and, in the case of an actual conflict of interest among the Administrative Agent and the Lenders (or among the Lendersinterest, one additional counsel of all such persons similarly situated, which counsel is reasonably acceptable to each such person), in which case the Borrower shall be liable for the fees and disbursements of another separate counsel for the affected Person) and one local counsel in any material jurisdiction, (c) to pay, indemnify, and hold each Lender and the Administrative Agent harmless fromLender, 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 similar taxes, if any, other than those found by a final and nonappealable decision of a court of competent jurisdiction to have been caused by the willful misconduct, bad faith or gross negligence of the Administrative Agent or any Lender that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Issuing Lender and the Administrative Agent and their respective officers, directors, employees, affiliates, agents, advisors, partners, representatives agents and controlling persons Affiliates (each, an “Indemnitee”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits or actions or other legal proceedings (whether brought by a third party or the Borrower or other Loan Party)suits, costs, expenses or disbursements of any kind or nature whatsoever arising out of whether brought by the Borrower or any other Person, with respect to the execution, delivery, enforcement, enforcement and performance and administration of this Agreement, the other Loan Documents and any such other documents, including any of the foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower or any Subsidiary and its Significant Subsidiaries or any of the Propertiesfacilities and properties owned, any Environmental Claims, leased or operated by the Borrower and its Significant Subsidiaries and the reasonable and documented fees and expenses of one legal counsel (provided that the Borrower shall not be liable for the fees and expenses of more than one separate firm for the Indemnitees (unless there shall be an actual conflict of interest among the Indemnitees, in which case the Borrower shall be liable for the fees and expenses of another separate counsel for the affected Indemnitees) and one local counsel in any material jurisdiction) in connection with claims, actions or proceedings by any Indemnitee against any Loan Party the Borrower under any Loan Document (all the foregoing in this clause (dc), collectively, the “Indemnified Liabilities”); , provided, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities (x) to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence, bad faith negligence or willful misconduct of such Indemnitee or any as determined in a final judgment by a court of its affiliates or their respective officers, directors or employees or (y) arising out of a dispute solely between Indemnitees not involving an act or omission by the Borrower or any of its Affiliates (other than any such indemnified liabilities asserted against any Indemnitee in its capacity, or in fulfilling its role, as an agent or Lead Arranger or similar role for any Facility (including any Incremental Facility)). The Borrower shall not be liable to for any special, indirect, consequential or punitive damages (other than as required pursuant to Section 10.5(c) or (d))competent jurisdiction. Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower agrees not to assert and to cause its Significant Subsidiaries not to assert, and hereby waives and agrees to cause its Significant Subsidiaries to waive, all rights for contribution or 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 30 days after written demand therefor, subject to the Borrower’s receipt of reasonably detailed invoices. Statements payable by the Borrower pursuant to this Section 10.5 shall be submitted to Treasurer (Telephone No. (000) 000-0000/(000) 000-0000) (Telecopy No. (000) 000-0000/7268), at the address of the Borrower set forth in Section 10.2(a) with a copy to Chief Financial Officer Counsel, Corporate (Telephone No. (000) 000-0000) (Telecopy No. (000) 000-0000), at the address of the Borrower set forth in Section 10.210.2(a), or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent. The agreements in this Section 10.5 shall survive the termination of this Agreement and the for two years after repayment of the Loans and all other amounts payable hereunder. This Section 10.5 shall not apply with respect to Taxes, other than Taxes that represent claims, damages, losses, liabilities, costs or expenses arising from non-Tax claims.

Payment of Expenses and Taxes. The Parent Borrower agrees (a) to pay or reimburse the Administrative Agent and the Lead Arrangers for all of their respective its reasonable and documented customary out-of-pocket costs and expenses incurred in connection with the syndication of the Facilities and the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of one firm of counsel to the Administrative Agent and the Lead Arrangers (and, if necessary, one local counsel in any relevant jurisdiction) and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Parent 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; provided that (i) with respect to legal counsel, the Parent Borrower shall only be required to reimburse the reasonable fees and disbursements of a single law firm for the Administrative Agent and any local counsel as shall be reasonably necessary (subject to any limitations agreed to in each case, together with backup documentation supporting such writing by the Administrative Agent) and (ii) any written request for reimbursement requestshall list in reasonable detail all expenses as to which reimbursement is being requested, (b) to pay or reimburse each Lender, the Issuing Lender and the Administrative Agent for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documentsdocuments related to the Loan Documents, including the reasonable fees and disbursements of counsel to each Lender and of counsel to the Administrative Agent and the Lenders; provided, that the Borrower shall not be liable for the fees and disbursements of more than one separate firm for the Administrative Agent and the Lenders (unless there shall exist an actual conflict of interest among the Administrative Agent and the Lenders (or among the Lenders), in which case the Borrower shall be liable for the fees and disbursements of another separate counsel for the affected Person) and one local counsel in any material jurisdictionAgent, (c) to pay, indemnify, and hold each Lender, the Issuing Lender and the Administrative Agent harmless from, any and all recording and filing fees fees, (d) to the extent permitted by applicable law, (i) not to assert, and the Parent Borrower and each Loan Party hereby waives, any claim against the Administrative Agent, any Issuing Lender and any Lender, and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and similar taxes, if any, other than those found by a final and nonappealable decision of a court of competent jurisdiction to have been caused by the willful misconduct, bad faith or gross negligence of the Administrative Agent or any Lender that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration Related Party of any of the transactions contemplated byforegoing Persons (each such Person being called a “Lender-Related Person”) for any Liabilities arising from the use by others of information or other materials (including, without limitation, any personal data) obtained through telecommunications, electronic or other information transmission systems (including the Internet), and (ii) not to assert, and each other party hereto agrees not to assert, and each such party hereby waives, any Liabilities against any other party hereto, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or any amendment, supplement or modification of, or any waiver or consent under or in respect as a result of, this Agreement, the any other Loan Documents and Document, or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof; provided that nothing in this clause (d) shall relieve the Parent Borrower or any other Loan Party of any obligation it may have to indemnify an Indemnitee, as provided in clause (e) below, against any special, indirect, consequential or punitive damages asserted against such other documents, Indemnitee by a third party and (de) to pay, indemnify, and hold each Lender, Issuing Lender and Agent, and each Related Party of any of the Administrative Agent and their respective officers, directors, employees, affiliates, agents, advisors, partners, representatives and controlling persons foregoing Persons (each, an “Indemnitee”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, judgments, suits or actions or other legal proceedings (whether brought by a third party or the Borrower or other Loan Party), costs, Liabilities and related expenses or disbursements of any kind or nature whatsoever arising out of with respect to the execution, delivery, enforcement, performance and administration of this Agreement, Agreement and the other Loan Documents and any such other documents, including any Proceeding regardless of whether any Indemnitee is a party thereto and whether or not the same are brought by a Borrower, its equity holders, affiliates or creditors or any other Person, including any of the foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower or any Subsidiary Group Member or any of the Properties, any Environmental Claims, Properties and the reasonable and documented fees and expenses of legal counsel (provided that the Borrower shall not be liable for the fees and expenses of more than one separate firm for the Indemnitees (unless there shall be an actual conflict of interest among the Indemnitees, in which case the Borrower shall be liable for the fees and expenses of another separate counsel for the affected Indemnitees) and one local counsel in any material jurisdiction) in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (de), collectively, the “Indemnified Liabilities”); provided, provided that the Parent Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities (x) to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from (i) the gross negligence, bad faith or willful misconduct of such Indemnitee or any (ii) a material breach of its affiliates or their respective officerssuch Indemnitee’s obligations under the Loan Documents, directors or employees or (yand provided, further, that this Section 10.5(d) arising out of a dispute solely between Indemnitees shall not involving an act or omission by the Borrower or any of its Affiliates (apply with respect to Taxes other than any such indemnified liabilities asserted against Taxes that represent losses or damages arising from any Indemnitee in its capacity, or in fulfilling its role, as an agent or Lead Arranger or similar role for any Facility (including any Incremental Facility)). The Borrower shall not be liable to for any special, indirect, consequential or punitive damages (other than as required pursuant to Section 10.5(c) or (d))non-Tax claim. Without limiting the foregoing, and to the extent permitted by applicable law, the Parent 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 Liabilities 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 Parent Borrower pursuant to this Section 10.5 shall be submitted in writing to Chief Financial Officer Xxxx X. Xxxxxxxxxx (Telephone No. (000) -000-0000) (Telecopy No. (000) 000-0000Email: xxxxxxxxxxx@xxxxxxxxx.xxx), at the address of the Parent Borrower set forth in Section 10.2, or to such other Person or address as may be hereafter designated by the Parent Borrower in a written notice to the Administrative Agent. The agreements in this Section 10.5 shall survive the termination of this Agreement and the repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees Borrowers agree upon the occurrence of the Closing Date (a) to pay or reimburse the Joint Lead Arrangers and the Administrative Agent and the Lead Arrangers (without duplication) for all of their respective reasonable and documented out-of-pocket costs and expenses incurred in connection with the syndication of the Facilities and the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of one firm of primary counsel to the Administrative Agent Agent, the Joint Lead Arrangers and the Lead Arrangers (andJoint Bookrunners, if necessarytaken as a whole, and one local counsel to the foregoing Persons, taken as a whole, in any relevant jurisdictioneach appropriate jurisdiction (which may include one special counsel acting in multiple jurisdictions) (and additional counsel in the case of actual or perceived conflicts), and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Company Borrower on or 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, in each case, together with backup documentation supporting such reimbursement request, (b) to pay or reimburse each Lender and the Administrative Agent for all its of their reasonable and documented out-of-pocket costs and expenses (other than allocated costs of in-house counsel) incurred in connection with the workout, restructuring, enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including the reasonable fees and disbursements of one primary counsel to the Lenders, the Administrative Agent Agent, the Joint Lead Arrangers and the Lenders; providedJoint Bookrunners, that the Borrower shall not be liable for the fees and disbursements of more than one separate firm for the Administrative Agent and the Lenders (unless there shall exist an actual conflict of interest among the Administrative Agent and the Lenders (or among the Lenders)taken as a whole, in which case the Borrower shall be liable for the fees and disbursements of another separate counsel for the affected Person) and one local counsel to the foregoing Persons, taken as a whole, in each appropriate jurisdiction (which may include one special counsel acting in multiple jurisdictions) (and in the case of an actual or perceived conflict of interest by any material jurisdictionof the foregoing Persons, additional counsel to such affected Person), (c) 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 similar taxes, if any, other than those found by a final and nonappealable decision of a court of competent jurisdiction to have been caused by the willful misconduct, bad faith or gross negligence of the Administrative Agent or any Lender that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and Lender, the Administrative Agent Agent, each Joint Lead Arranger, the Joint Bookrunners and each of their respective officersAffiliates that are providing services in connection with the financing contemplated by this Agreement and each member (and successors and assigns), directorsofficer, employeesdirector, affiliatestrustee, agentsemployee, advisors, partners, representatives agent and controlling persons person of the foregoing (each, an “Indemnitee”) harmless from and against any and all other claims, liabilities, obligations, losses, damages, penalties, actions, judgments, suits or actions or other legal proceedings (whether brought by a third party or the Borrower or other Loan Party)suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to or arising out of or in connection with the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documentsdocuments (regardless of whether any Indemnitee is a party hereto and regardless of whether any such matter is initiated by a third party, the Borrower, any other Loan Party or any other Person), including any of the foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable relating to the operations of the Borrower or any Subsidiary Group Member or any of the Properties, any Environmental Claims, Properties and the reasonable and documented fees and expenses of one primary legal counsel to the Indemnitees, taken as a whole (provided that or in the Borrower shall not be liable for the fees and expenses case of more than one separate firm for the Indemnitees (unless there shall be an actual or perceived conflict of interest among the Indemniteesby an Indemnitee, in which case the Borrower shall be liable for the fees and expenses of another separate additional counsel for to the affected Indemnitees) ), and one local counsel in any material jurisdictioneach appropriate jurisdiction (which may include one special counsel acting in multiple jurisdictions) to the Indemnitees in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (d), collectively, the “Indemnified Liabilities”) (but excluding any losses, liabilities, claims, damages, costs or expenses relating to the matters referred to in Sections 2.13 and 2.15 (which shall be the sole remedy in respect of the matters set forth therein); provided), provided that the Borrower Borrowers shall not have no any obligation hereunder to any Indemnitee with respect to Indemnified Liabilities (x) to the extent such Indemnified Liabilities are (i) (A) found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee or any of its affiliates or their respective officersIndemnitee, directors or employees or (yB) arising out found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from a material breach of the Loan Documents by such Indemnitee, (C) any dispute solely between Indemnitees that does not involving involve an act or omission by the Borrower Borrowers, Holdings or any of its their respective Affiliates and that is brought by any Indemnitee against any other Indemnitee (other than any such indemnified liabilities asserted against any Indemnitee in its capacitycapacity as Administrative Agent, or in fulfilling its roleJoint Lead Arranger, as an agent or Lead Arranger Joint Bookrunner or similar role for any Facility hereunder), (including any Incremental Facility)). The Borrower shall not be liable to for any specialD) directly and exclusively caused, indirect, consequential or punitive damages (other than as required pursuant to Section 10.5(c) or (d)). 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 the violation of, noncompliance with or liability under, any Environmental Law relating to any of the Properties, by the act or omissions by Persons other than the Borrowers or any Subsidiary of the Borrowers or their respective Related Parties with respect to the applicable Property that occur after the Administrative Agent sells the respective Property pursuant to a foreclosure or has accepted a deed in lieu of foreclosure or (E) with respect to Taxes, other than any Taxes that represent losses, claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind etc. arising from any non-Tax claim or nature(ii) settlements entered into by such person without the Borrowers’ written consent (such consent to not be unreasonably withheld, under conditioned or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemniteedelayed). 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 Borrowers pursuant to this Section 10.5 shall be submitted to Chief Financial Officer (Telephone No. (000) 000-0000) (Telecopy No. (000) 000-0000), the Borrowers at the address of the Borrower addresses set forth in Section 10.2, or to such other Person or address as may be hereafter designated by the Borrower Borrowers in a written notice to the Administrative Agent. The agreements in this Section 10.5 shall survive the termination of this Agreement and the repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Parent Borrower agrees (a) to pay or reimburse the Administrative Agent Agents and the Lead Arrangers Other Representatives for (1) all of their respective reasonable and documented out-of-pocket costs and expenses incurred in connection with (i) the syndication of the Facilities and the development, preparation preparation, execution and execution delivery of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and (ii) the consummation and administration of the transactions (including the syndication of the Commitments contemplated hereby and thereby) and (iii) efforts to monitor the Revolving Loans and verify, including protect, evaluate, assess, appraise, collect, sell, liquidate or otherwise dispose of any of the Collateral in accordance with the terms of the Loan Documents, and (2) the reasonable and documented fees and disbursements of one firm of counsel to the Administrative Agent Cxxxxx Xxxxxx & Rxxxxxx LLP, and the Lead Arrangers (and, if necessary, one local counsel in any relevant 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 special or local counsel, consultants, advisors, appraisers and auditors whose retention (other than during the Administrative Agent shall deem appropriate, in each case, together with backup documentation supporting such reimbursement requestcontinuance of an Event of Default) is approved by the Parent Borrower, (b) to pay or reimburse each Lender Lender, each Issuing Lender, the Lead Arrangers, the Syndication Agents and the Administrative Agent Agents for all its their reasonable and documented out-of-out of pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documentsdocuments prepared in connection herewith or therewith, including the fees and disbursements of counsel to the Administrative Agent and Agents (limited to one firm of counsel for the Lenders; providedAgents and, that if necessary, one firm of local counsel in each appropriate jurisdiction, in each case for the Agents (and, in the case of an actual or perceived conflict of interest where the Indemnitee affected by such conflict informs the Borrower of such conflict and thereafter, after receipt of the Borrower’s consent (which shall not be liable for the fees and disbursements of more than one separate firm for the Administrative Agent and the Lenders (unless there shall exist an actual conflict of interest among the Administrative Agent and the Lenders (or among the Lendersunreasonably withheld), in which case the Borrower shall be liable for the fees and disbursements retains its own counsel, of another separate firm of counsel for the such affected Person) and one local counsel in any material jurisdictionIndemnitee)), (c) to pay, indemnifyindemnify or reimburse each Lender, 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 similar taxes, if any, other than those found by a final and nonappealable decision of a court of competent jurisdiction to have been caused by the willful misconduct, bad faith or gross negligence of the Administrative Agent or any Lender 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 AgreementIssuing Lender, the other Loan Documents and any such other documentsLead Arrangers, and (d) to payeach Syndication Agent, indemnifyeach Agent, and hold each Lender and the Administrative Agent their respective affiliates, and their respective officers, directors, trustees, employees, affiliatesshareholders, agentsmembers, attorneys and other advisors, partners, representatives agents and controlling persons (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits or actions or other legal proceedings (whether brought by a third party or the Borrower or other Loan Party)suits, costs, expenses or disbursements of any kind or nature whatsoever arising out (in the case of fees and disbursements of counsel, limited to one firm of counsel for all Indemnitees and, if necessary, one firm of local counsel in each appropriate jurisdiction, in each case for all Indemnitees (and, in the case of an actual or perceived conflict of interest where the Indemnitee affected by such conflict informs the Borrower of such conflict and thereafter, after receipt of the Borrower’s consent (which shall not be unreasonably withheld), retains its own counsel, of another firm of counsel for such affected Indemnitee)) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including any of the foregoing relating to the use of proceeds of the Revolving Loans or Letters of Credit or the violation of, noncompliance with or liability under, any Environmental Law applicable attributable to the operations of the Parent Borrower or any Subsidiary of its Subsidiaries, any property or facility owned, leased or operated by the Parent Borrower or any of the Properties, any Environmental Claims, and the reasonable and documented fees and expenses of legal counsel (provided that the Borrower shall not be liable for the fees and expenses of more than one separate firm for the Indemnitees (unless there shall be an actual conflict of interest among the Indemnitees, in which case the Borrower shall be liable for the fees and expenses of another separate counsel for the affected Indemnitees) and one local counsel in any material jurisdiction) in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document its Subsidiaries (all the foregoing in this clause (dc), collectively, the “Indemnified Liabilities”) and (d) to pay reasonable and documented fees for appraisals and field examinations required by subsection 7.6(b) and the preparation of Reports related thereto in each calendar year based on the fees charged by third parties retained by the Administrative Agent (notwithstanding any reference to “out-of-pocket” above in this subsection 11.5); provided, provided that the any Borrower shall not have no any obligation hereunder to the Administrative Agent, any Indemnitee other Agent or any Lender with respect to Indemnified Liabilities arising from (xi) 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, bad faith or willful misconduct of the Administrative Agent, any other Agent or any such Indemnitee Lender or any such Issuing Lender (or any of its affiliates or their respective directors, trustees, officers, directors employees, agents, successors and assigns), to the extent such Indemnified Liabilities are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted solely from such gross negligence, bad faith or employees willful misconduct, (ii) claims made or (y) legal proceedings commenced against the Administrative Agent, any other Agent or any such Lender by any security holder thereof arising out of a dispute and based upon rights afforded any such security holder or creditor solely between Indemnitees in its capacity as such and not involving an arising from any act or omission on the part of any Loan Party, (iii) any material breach of any Loan Document by the Borrower party to be indemnified to the extent such Indemnified Liabilities are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted solely from such material breach or (iv) disputes among the Administrative Agent, the Lenders, an Issuing Lender and/or their transferees not arising from any act or omission on the part of its Affiliates (other than any such indemnified liabilities asserted against any Loan Party. To the fullest extent permitted under applicable law, no Indemnitee in its capacity, or in fulfilling its role, as an agent or Lead Arranger or similar role shall be liable for any Facility (including any Incremental Facility)). The Borrower shall not be liable to for any consequential, special, indirect, consequential indirect or punitive damages (other than as required pursuant to Section 10.5(c) or (d)). Without limiting in connection with 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 IndemniteeFacilities. All amounts due under this Section 10.5 subsection shall be payable not later than 10 30 days after written demand therefor. Statements reflecting amounts payable by the Borrower Loan Parties pursuant to this Section 10.5 subsection 11.5 shall be submitted to Chief Financial Officer (Telephone No. (000) 000-0000) (Telecopy No. (000) 000-0000), at the address of the Borrower Borrowers set forth in Section 10.2subsection 11.2, or to such other Person or address as may be hereafter designated by the Parent Borrower in a written notice to the Administrative Agent. Notwithstanding the foregoing, the Borrowers shall have no obligation under this subsection 11.5 to any Indemnitee with respect to any Taxes imposed, levied, collected, withheld or assessed by any Governmental Authority other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. The agreements in this Section 10.5 subsection shall survive the termination of this Agreement and the repayment of the Revolving 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 the Lead Arrangers for all of their respective its reasonable and documented out-of-pocket out‑of‑pocket costs and expenses incurred in connection with the syndication of the Facilities and the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the syndication of the Facilities, the consummation and administration of the transactions contemplated hereby and therebythereby and any amendment or waiver with respect thereto, including including, without limitation, (i) the reasonable fees and disbursements of Weil, Gotshal & Xxxxxx LLP and one firm local counsel in each relevant jurisdiction (which, for the avoidance of counsel doubt, may include each jurisdiction where a Subsidiary Borrower is organized) to be shared by the Administrative Agent and the Lead Arrangers Collateral Trustee, (and, if necessary, one local counsel in any relevant jurisdictionii) and filing and recording fees and expenses, with statements with respect to expenses and (iii) the foregoing to be submitted to the Borrower prior to the Closing Date (in the case charges 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, in each case, together with backup documentation supporting such reimbursement requestIntralinks, (b) to pay or reimburse each Lender and the Administrative Agent and the Collateral Trustee for all its their reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, Agreement and the other Loan Documents and any such other documentsDocuments, including the reasonable fees and disbursements of one primary counsel to the Administrative Agent, which counsel shall act on behalf of all Lenders (and if necessary or advisable one local counsel in each relevant jurisdiction (which, for the avoidance of doubt, may include each jurisdiction where a Subsidiary Borrower is organized) to be shared by the Administrative Agent and the Lenders; providedCollateral Trustee) and, that in the Borrower shall not be liable for the fees and disbursements event of more than one separate firm for the Administrative Agent and the Lenders (unless there shall exist an actual any conflict of interest among interest, if necessary or advisable one additional local counsel in each relevant jurisdiction to the Administrative Agent Collateral Trustee and the Lenders one additional primary counsel (and if necessary or among the Lenders), in which case the Borrower shall be liable for the fees and disbursements of another separate counsel for the affected Person) and advisable one local counsel in any material each relevant jurisdiction) to represent all Lenders (other than the Administrative Agent), (c) to pay, indemnifyindemnify or reimburse each Lender, each Issuing Lender and the Administrative Agent for, and hold each Lender, each Issuing Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and similar taxes, if any, other than those found by a final and nonappealable decision of a court of competent jurisdiction to have been caused by the willful misconduct, bad faith or gross negligence of the Administrative Agent or any Lender that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnifyindemnify or reimburse each Lender, and hold each Lender and Issuing Lender, the Administrative Agent Agent, their respective affiliates, and their respective officers, directors, partners, employees, affiliatesadvisors, agents, advisors, partners, representatives and controlling persons and trustees (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits or actions or other legal proceedings (whether brought by a third party or the Borrower or other Loan Party)suits, costs, expenses or disbursements of any kind or nature whatsoever arising out (other than with respect to taxes not specifically provided for herein, which shall be governed exclusively by Section 2.26 or with respect to the costs, losses or expenses which are of the type covered by Section 2.25 or Section 2.27) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including including, without limitation, any of the foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower or any Subsidiary Company or any of the Properties, any Environmental Claims, its Subsidiaries and the reasonable and documented fees and expenses of legal counsel (provided that the Borrower shall not be liable for the fees and expenses of more than one separate firm for the Indemnitees (unless there shall be an actual conflict of interest among the Indemnitees, in which case the Borrower shall be liable for the fees and expenses of another separate counsel for the affected Indemnitees) and one local counsel in any material jurisdiction) in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (d), collectively, the “Indemnified Liabilities”); , provided, that the Borrower Company shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities (x) to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence, bad faith negligence or willful misconduct of, or material breach of the Loan Documents by, such Indemnitee or Indemnitee, any of its affiliates or its or their respective officers, directors directors, partners, employees, advisors, agents, controlling persons or employees or (y) arising out of a dispute solely between Indemnitees not involving an act or omission by the Borrower or any of its Affiliates (other than any such indemnified liabilities asserted against any Indemnitee in its capacity, or in fulfilling its role, as an agent or Lead Arranger or similar role for any Facility (including any Incremental Facility)). The Borrower shall not be liable to for any special, indirect, consequential or punitive damages (other than as required pursuant to Section 10.5(c) or (d))trustees. Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower Company agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of 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 the same shall have resulted from the gross negligence or willful misconduct of, or material breach of the Loan Documents by, such Indemnitee, any of its affiliates or its or their respective officers, directors, partners, employees, advisors, agents, controlling persons or trustees. All amounts due under this Section 10.5 shall be payable not later than 10 days 30 Business Days after written demand the party to whom such amount is owed has provided a statement or invoice therefor, setting forth in reasonable detail, the amount due and the relevant provision of this Section 10.5 under which such amount is payable by the Company. For purposes of the preceding sentence, it is understood and agreed that the Company may ask for reasonable supporting documentation to support any request to reimburse or pay out of pocket expenses, legal fees and disbursements and that the grace period to pay any such amounts shall not commence until such supporting documentation has been received by the Company. Statements payable by the Borrower Company pursuant to this Section 10.5 shall be submitted to Chief Financial Officer (Telephone No. (000) 000-0000) (Telecopy No. (000) 000-0000), the Company at the address of the Borrower Company set forth in Section 10.2, or to such other Person or address as may be hereafter designated by the Borrower Company in a written notice to the Administrative Agent. The agreements in this Section 10.5 shall survive the termination of this Agreement and the repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative each Agent and the Lead Arrangers for all of their respective reasonable and documented its reasonable, out-of-pocket costs and expenses incurred in connection with the syndication of the Facilities and the 72 development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of one firm of counsel and any financial advisor or third party consultants or appraisers to the Administrative and each Agent and the Lead Arrangers (and, if necessary, one local counsel in any relevant 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 each Agent shall deem appropriate, in each case, together with backup documentation supporting such reimbursement request, (b) to pay or reimburse each Lender and the Administrative each Agent for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, including in connection with any work-out, restructuring, forbearance or other amendment providing relief to the Borrower, the other Loan Documents and any such other documentsdocuments related thereto, including the reasonable fees and disbursements of counsel and any financial advisor or third party consultants or appraisers to each Agent and the reasonable fees and disbursements of counsel to the Administrative Agent and the several Lenders; providedprovided that, that in the case of clauses (a) and (b), the Borrower shall not be liable obligated to so reimburse for the fees and disbursements of more than one separate law firm for the Administrative Agent and the Lenders (unless there shall exist an actual conflict of interest among the Administrative Agent and the Lenders (or among the Lenders)and, in which case the Borrower shall be liable for the fees and disbursements of another separate addition to such law firm, any local counsel engaged in each relevant jurisdiction by such law firm) as counsel for the affected Person) Lenders and one local counsel in any material jurisdictionthe Agents, (c) 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 similar taxesfees, if any, other than those found by a final and nonappealable decision of a court of competent jurisdiction to have been caused by the willful misconduct, bad faith or gross negligence of the Administrative Agent or any Lender that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documentsdocuments related thereto, and (d) to pay, indemnify, and hold each Lender and the Administrative each Agent and their respective officers, directors, employees, affiliates, agents, advisors, partners, representatives trustees and controlling persons (each, an “Indemnitee”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits or actions or other legal proceedings (whether brought by a third party or the Borrower or other Loan Party)suits, costs, expenses or disbursements of any kind or nature whatsoever arising out of any litigation, investigation or proceeding with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documentsdocuments and instruments referred to therein, including any of the foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower or any Subsidiary Group Member or any of the Properties, any Environmental Claims, Properties and the reasonable and documented fees and expenses of legal counsel (provided that the Borrower shall not be liable for the fees and expenses of more than one separate firm for the Indemnitees (unless there shall be an actual conflict of interest among the Indemnitees, in which case the Borrower shall be liable for the fees and expenses of another separate counsel for the affected Indemnitees) and one local counsel in any material jurisdiction) in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (d), collectively, the “Indemnified Liabilities”); , provided, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities (x) to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee or any of its affiliates or their respective officers, directors or employees or (y) arising out of a dispute solely between Indemnitees not involving an act or omission by the Borrower or any of its Affiliates (other than any such indemnified liabilities asserted against any Indemnitee in its capacity, or in fulfilling its role, as an agent or Lead Arranger or similar role for any Facility (including any Incremental Facility)). The Borrower shall not be liable to for any special, indirect, consequential or punitive damages (other than as required pursuant to Section 10.5(c) or (d))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 a reasonably detailed written demand therefor. Statements payable by the Borrower pursuant to this Section 10.5 shall be submitted to Chief Financial Officer (Telephone No. (000) 000-0000) Xxxxx Xxxxxxx (Telecopy No. (000) 000-0000; Telephone No. 000-000-0000; and Email: xxxxxxxx@xxxx.xxx), at the address of the Borrower set forth in Section 10.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent. The agreements in this Section 10.5 shall survive the termination of this Agreement and the repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. (a) The Borrower agrees (ai) to pay or reimburse the Administrative each Agent and the Lead Arrangers for all of their respective its reasonable and documented out-of-pocket costs and expenses incurred in connection with the syndication of the Facilities and the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of one firm of counsel to such parties (provided that such fees and disbursements shall not include fees and disbursements for more than one primary counsel for the Administrative Agent and the Lead Arrangers (andAgent, if necessaryone regulatory counsel in each applicable specialty, one local or foreign counsel for each relevant jurisdiction, one other counsel for all other Indemnitees (as defined below) and, in each case, if reasonably necessary or advisable in the judgment of the affected Person in the case of an actual or perceived conflict of interest, an additional regulatory counsel in any relevant each applicable specialty and one additional local or foreign counsel in each such applicable jurisdiction) and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Borrower prior to the Closing Date (in the case of amounts to be paid on the Closing Date) and from time to time thereafter on a quarterly basis or as such other periodic basis as the Administrative Agent parties shall deem appropriate, in each case, together with backup documentation supporting such reimbursement request, (bii) to pay or reimburse each Lender and the Administrative Agent for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including the fees fees, charges and disbursements of counsel to the Administrative Agent and the Lenders; provided, that the Borrower shall not be liable for the fees and disbursements of more than one separate firm primary counsel for the Administrative Agent and Agent, one regulatory counsel in each applicable specialty, one local or foreign counsel for each relevant jurisdiction, one other counsel for all other Indemnitees and, in each case, if reasonably necessary or advisable in the Lenders (unless there shall exist judgment of the affected Person in the case of an actual or perceived conflict of interest among the Administrative Agent and the Lenders (or among the Lenders)interest, an additional regulatory counsel in which case the Borrower shall be liable for the fees and disbursements of another separate counsel for the affected Person) each applicable specialty and one additional local or foreign counsel in any material each such applicable jurisdiction, (ciii) 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 similar taxesother taxes (other than amounts payable under Section 4.10(d)), if any, other than those found by a final and nonappealable decision of a court of competent jurisdiction to have been caused by the willful misconduct, bad faith or gross negligence of the Administrative Agent or any Lender that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (div) to pay, indemnify, and hold each Lender and the Administrative Lender, Agent and their respective affiliates and each of the respective employees, officers, directors, employees, affiliates, agents, advisors, partners, representatives advisors and controlling persons of the foregoing (each, an “Indemnitee”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits or actions or other legal proceedings (whether brought by a third party or the Borrower or other Loan Party)suits, costs, expenses or disbursements of any kind or nature whatsoever arising out of with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents (regardless of whether any Loan Party is or is not a party to any such actions or suits) and any such other documents, including any of the foregoing relating to the use of proceeds of the Loans or the any violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower or any Restricted Subsidiary or any of the Properties, Properties or any Environmental Claims, Liability related in any way to the Borrower or any of the Restricted Subsidiaries and the reasonable and documented fees and expenses of legal counsel (provided that the Borrower shall not be liable for the fees and expenses of more than one separate firm for the Indemnitees (unless there shall be an actual conflict of interest among the Indemnitees, in which case the Borrower shall be liable for the fees and expenses of another separate primary counsel for the Administrative Agent, one regulatory counsel in each applicable specialty, one local or foreign counsel for each relevant jurisdiction, one other counsel for all other Indemnitees and, in each case, if reasonably necessary or advisable in the judgment of the affected Indemnitees) Person in the case of an actual or perceived conflict of interest, an additional regulatory counsel in each applicable specialty and one additional local or foreign counsel in any material each such applicable jurisdiction) , in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (div), collectively, the “Indemnified Liabilities”); provided, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities (x) to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee or any of its affiliates or their respective officers, directors or employees or (y) arising out of a dispute solely between Indemnitees not involving an act or omission by the Borrower or any of its Affiliates (other than any such indemnified liabilities asserted against any Indemnitee in its capacity, or in fulfilling its role, as an agent or Lead Arranger or similar role for any Facility (including any Incremental Facility)). The Borrower shall not be liable to for any special, indirect, consequential or punitive damages (other than as required pursuant to Section 10.5(c) or (d)). 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 Chief Financial Officer (Telephone No. (000) 000-0000) (Telecopy No. (000) 000-0000), at the address of the Borrower set forth in Section 10.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent. The agreements in this Section 10.5 shall survive the termination of this Agreement and the repayment of the Loans and all other amounts payable hereunder.Indemnified

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent and the Lead Arrangers for all of their respective reasonable and documented out-of-pocket costs and expenses incurred in connection with the syndication of the Facilities and the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of one firm of counsel to the Administrative Agent and the Lead Arrangers (and, if necessary, one local counsel in any relevant 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 Amendment No. 3 Effective Date (in the case of amounts to be paid on the Closing Amendment No. 3 Effective Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Administrative Agent shall deem appropriate, in each case, together with backup documentation supporting such reimbursement request, (b) to pay or reimburse each Lender and the Administrative Agent for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including the fees and disbursements of counsel to the Administrative Agent and the Lenders; provided, that the Borrower shall not be liable for the fees and disbursements of more than one separate firm for the Administrative Agent and the Lenders (unless there shall exist an actual conflict of interest among the Administrative Agent and the Lenders (or among the Lenders), in which case the Borrower shall be liable for the fees and disbursements of another separate local counsel for the affected Person) and one local counsel in any material jurisdictionjurisdiction (unless there shall exist an actual conflict of interest among the Administrative Agent and the Lenders (or among the Lenders), in which case the Borrower shall be liable for the fees and disbursements of another separate local counsel for the affected Person), (c) 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 similar taxes, if any, other than those found by a final and nonappealable decision of a court of competent jurisdiction to have been caused by the willful misconduct, bad faith or gross negligence of the Administrative Agent or any Lender that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and the Administrative Agent and each of their respective affiliates and the respective officers, directors, employees, affiliates, agents, advisors, partners, representatives and controlling persons of each of the foregoing (each, an “Indemnitee”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, judgments, suits or actions or other legal proceedings (whether brought by a third party or the Borrower or other Loan Party), costs, expenses or disbursements of any kind or nature whatsoever arising out of the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including any of the foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower or any Subsidiary or any of the Properties, any Environmental Claims, and the reasonable and documented fees and expenses of legal counsel (provided that the Borrower shall not be liable for the fees and expenses of more than one separate firm for the Indemnitees (unless there shall be an actual conflict of interest among the Indemnitees, in which case the Borrower shall be liable for the fees and expenses of another separate local counsel for the affected Indemnitees) and one local counsel in any material jurisdiction) (unless there shall be an actual conflict of interest among the Indemnitees, in which case the Borrower shall be liable for the fees and expenses of another separate local counsel for the affected Indemnitees) in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (d), collectively, the “Indemnified Liabilities”); provided, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities (x) to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee or any of its affiliates or their respective officers, directors or employees or (y) arising out of a dispute solely between Indemnitees not involving an act or omission by the Borrower or any of its Affiliates (other than any such indemnified liabilities asserted against any Indemnitee in its capacity, or in fulfilling its role, as an agent or Lead Arranger or similar role for any Facility (including any Incremental Facility)). The Borrower ; provided further that, this Section 10.5(d) shall not apply to Taxes other than any Taxes that represent losses or damages arising from any non-Tax claim. None of the Borrower, any Lender or any Agent shall be liable to for any special, indirect, consequential or punitive damages (other than as required pursuant to Section 10.5(c) or (d)). 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 Chief Financial Officer (Telephone No. (000) 000-0000) (Telecopy No. (000) 000-0000), at the address of the Borrower set forth in Section 10.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent. The agreements in this Section 10.5 shall survive the termination of this Agreement and the repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent and the Lead Arrangers for all of their respective reasonable and documented out-of-pocket costs and expenses incurred in connection with the syndication of the Facilities Commitments and the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees fees, disbursements and disbursements other charges of one firm of primary counsel to the Administrative Agent and the Lead Arrangers (and, if necessary, one local counsel in any relevant jurisdiction) each applicable jurisdiction and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Borrower prior to the Closing Date (in the case of amounts to be paid on the Closing Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Administrative Agent shall deem appropriate, in each case, together with backup documentation supporting such reimbursement request, (b) to pay or reimburse each Lender, the Issuing Lender, the Swingline Lender and the Administrative Agent for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including the fees fees, disbursements and disbursements other charges of counsel to the Administrative Agent and the Lenders; providedLenders and including all costs and expenses incurred during any workout, restructuring or negotiations (it being understood that expenses reimbursed by the Borrower under this Section 10.5 shall not be liable for include costs and expenses incurred in connection with (1) appraisals, environmental reviews and insurance reviews, (2) field examinations and the preparation of Reports based on the fees charged by a third party retained by the Administrative Agent or the internally allocated fees for each Person employed by the Administrative Agent with respect to each field examination and (3) forwarding loan proceeds, collecting checks and other items of payment and establishing and maintaining the accounts and lock boxes, and costs and expenses of preserving and protecting the Collateral); provided that fees, disbursements and other charges of more than counsel set forth in this clause (b) shall be limited to fees, disbursements and other charges of (i) one separate firm for counsel to the Administrative Agent and for the Lenders (unless there shall exist an actual conflict taken together as a single group or client), (ii) if necessary, one local counsel required in any relevant local jurisdiction (which may include a single counsel acting in multiple jurisdictions) and applicable special regulatory counsel, (iii) additional counsel retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed) and (iv) if representation of interest among the Administrative Agent and and/or all Lenders in such matter by a single counsel would be inappropriate based on the Lenders (advice of legal counsel due to the existence of an actual or among potential conflict of interest, where the Lenders), in which case Lender affected by such conflict informs the Borrower shall be liable for the fees of such conflict and disbursements thereafter retains its own counsel, of another separate firm of counsel for the such affected Person) and Lender and, if necessary, one firm of local counsel in any material jurisdictionrelevant local jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for such affected Lender and one firm of special regulatory counsel for such affected Lender, (c) to pay, indemnify, and hold each Lender, the Issuing Lender, the Swingline 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 similar taxesother Taxes, if any, other than those found by a final and nonappealable decision of a court of competent jurisdiction to have been caused by the willful misconduct, bad faith or gross negligence of the Administrative Agent or any Lender that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender Lender, the Issuing Lender, the Swingline Lender, each Arranger and the Administrative Agent each Agent, their respective affiliates, and their respective officers, directors, employees, affiliates, agents, advisors, partners, representatives advisors and controlling persons (each, an “Indemnitee”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits or actions or other legal proceedings (whether brought by a third party or the Borrower or other Loan Party)suits, costs, expenses or disbursements of any kind or nature whatsoever arising out of with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including any claim, litigation, investigation or proceeding regardless of whether any Indemnitee is a party thereto and whether or not the same are brought by the Borrower, its equity holders, affiliates or creditors or any other Person, including any of the foregoing relating to the use of proceeds of the Loans or Letters of Credit (including any refusal by the Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower or any Subsidiary Group Member or any of the Properties, any Environmental Claims, Properties and the reasonable fees, disbursements and documented fees and expenses other charges of legal counsel (provided that the Borrower shall not be liable limited to reasonable fees, disbursements and other charges of one primary counsel for the fees and expenses of more than one separate firm for the Indemnitees (unless there shall be an actual conflict of interest among the all Indemnitees, in which case the Borrower shall be liable for the fees and expenses taken as a whole, and, if necessary, one firm of another separate counsel for the affected Indemnitees) and one local counsel in any material jurisdictioneach appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for all Indemnitees, taken as a whole, and one firm of special regulatory counsel for all Indemnitees, taken as a whole (and, in the case of an actual or potential conflict of interest, where an Indemnitee affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnitee and, if necessary, one firm of local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for such affected Indemnitee and one firm of special regulatory counsel for such affected Indemnitee)) in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (d), collectively, the “Indemnified Liabilities”); , provided, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities (x) to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from (x) the bad faith, gross negligence, bad faith negligence or willful misconduct of such Indemnitee (or any of its affiliates or their respective Affiliates, officers, directors directors, employees, agents, advisors or employees controlling persons) or (y) arising out a material breach in bad faith by such Indemnitee of its obligations under the Loan Documents pursuant to a dispute solely between Indemnitees not involving an act or omission claim initiated by the Borrower or any of its Affiliates (Borrower, and provided, further, that this Section 10.5(d) shall not apply with respect to Taxes other than any such indemnified liabilities asserted against Taxes that represent losses or damages arising from any Indemnitee in its capacity, or in fulfilling its role, as an agent or Lead Arranger or similar role for any Facility (including any Incremental Facility)). The Borrower shall not be liable to for any special, indirect, consequential or punitive damages (other than as required pursuant to Section 10.5(c) or (d))non-Tax claim. Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. No Indemnitee shall be liable for any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems, except to the extent any such damages are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from (x) the gross negligence or willful misconduct of such Indemnitee (or any of its Affiliates, officers, directors, employees, agents, advisors or controlling persons) or (y) a material breach in bad faith by such Indemnitee of its obligations under the Loan Documents pursuant to a claim initiated by the Borrower. No Indemnitee shall be liable for any indirect, special, exemplary, punitive or consequential damages in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. All amounts due under this Section 10.5 shall be payable not later than 10 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 10.5 shall be submitted to Chief Financial Officer Xxxx Xxxxxx (Telephone No. (000) 000-0000) (Telecopy Facsimile No. (000) 000-0000), at the address of the Borrower set forth in Section 10.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent. The agreements in this Section 10.5 shall survive the termination of this Agreement and the repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees Borrowers agree, on a joint and several basis, (a) to pay or reimburse the Administrative Agent and the Lead Arrangers each Arranger for all of their respective its reasonable and documented out-of-pocket costs and expenses incurred in connection with the syndication of the Facilities and the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable and documented out-of-pocket fees and disbursements of one firm of primary counsel to the Administrative Agent and the Lead Arrangers (and, if reasonably necessary, one local counsel in any relevant per necessary jurisdiction) , and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Parent 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, but in each case, together with backup documentation supporting such reimbursement requestany event no earlier than ten (10) Business Days after receipt by the Parent Borrower of a reasonably detailed invoice therefor, (b) to pay or reimburse each Lender, each Issuing Lender and the Administrative Agent for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including the reasonable and documented out-of-pocket fees and disbursements of any counsel to any Lender and of counsel to the Administrative Agent (but in such case limited to, the reasonable and the Lenders; provided, that the Borrower shall not be liable for the documented out-of-pocket fees and disbursements of more than one separate firm for primary counsel to the Administrative Agent and Agent, one primary counsel to the Lenders (unless there shall exist an actual conflict of interest among as selected by the Required Lenders other than the Administrative Agent and Agent) and, to the Lenders (or among the Lenders)extent reasonably necessary, in which case the Borrower shall be liable for the fees and disbursements of another separate counsel for the affected Person) and one local counsel in any material each applicable jurisdiction, and, in the case of a conflict of interest, one additional primary counsel and one additional local counsel in each applicable jurisdiction for such Persons affected by such conflict), and (c) to pay, indemnify, and hold each Lender Lender, each Issuing Lender, each Arranger and the Administrative Agent harmless fromAgent, any and all recording and filing fees and any and all liabilities with respect totheir respective affiliates, or resulting from any delay in paying, stamp, excise and similar taxes, if any, other than those found by a final and nonappealable decision of a court of competent jurisdiction to have been caused by the willful misconduct, bad faith or gross negligence of the Administrative Agent or any Lender that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and the Administrative Agent and their respective officers, directors, employees, affiliates, agents, advisors, partners, representatives advisors and controlling persons (each, an “Indemnitee”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits or actions or other legal proceedings (whether brought by a third party or the Borrower or other Loan Party)suits, costs, expenses or disbursements of any kind or nature whatsoever arising out of with respect to the execution, delivery, enforcement, performance and administration of this Agreement, Agreement and the other Loan Documents and any such other documents, including any claim, litigation, investigation or proceeding (a “Proceeding”) regardless of whether any Indemnitee is a party thereto and whether or not the same are brought by any Borrower, its equity holders, affiliates or creditors or any other Person, including any of the foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower or any Subsidiary Group Member or any of the Properties, any Environmental Claims, Properties and the reasonable and documented out-of-pocket fees and expenses of one primary legal counsel (provided that the Borrower shall not be liable for the fees and expenses of more than and, if reasonably necessary, one separate firm for the Indemnitees (unless there shall be an actual conflict of interest among the Indemnitees, in which case the Borrower shall be liable for the fees and expenses of another separate counsel for the affected Indemnitees) and one single local counsel in any material jurisdictioneach relevant jurisdiction for all Indemnitees taken as a whole (and solely in the case of a conflict in interest, one additional primary counsel and one additional counsel in each relevant jurisdiction to each group of affected Indemnitees similarly situated taken as a whole) in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (dc), collectively, the “Indemnified Liabilities”); , provided, that the no Borrower shall have no any obligation hereunder to any Indemnitee with respect to Indemnified Liabilities (x) to the extent such Indemnified Liabilities are (x) found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of, or material breach of any Loan Document by, such Indemnitee or any of its affiliates or their respective officersIndemnitee, directors or employees or (y) related to any dispute solely among the Indemnitees other than any dispute involving an Indemnitee in its capacity or in fulfilling its role as the Administrative Agent or Arranger or any similar role under this Agreement unless such dispute is related to any claims arising out of a dispute solely between Indemnitees not involving an or in connection with any act or omission by the of any Borrower or any of its Affiliates (and provided, further, that this Section 10.5(c) shall not apply with respect to Taxes other than any such indemnified liabilities asserted against Taxes that represent losses or damages arising from any Indemnitee in its capacity, or in fulfilling its role, as an agent or Lead Arranger or similar role for any Facility (including any Incremental Facility)). The Borrower non-Tax claim and shall not be liable to for duplicate any special, indirect, consequential amounts paid under Section 2.13 or punitive damages (other than as required pursuant to Section 10.5(c) or (d))2.15. Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower agrees Borrowers agree not to assert and to cause its their respective Subsidiaries not to assert, and hereby waives waive and agrees agree to cause its their respective Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. No Indemnitee shall be liable for any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems, except to the extent any such damages are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee. None of the parties hereto shall assert, and each hereby waives, any claim for any indirect, special, exemplary, punitive or consequential damages in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby (except that nothing contained in this sentence shall limit the Borrowers’ indemnity obligations under this Section 10.5). All amounts due under this Section 10.5 shall be payable not later than 10 days Business Days after written demand receipt of a reasonably detailed invoice therefor. Statements payable by the Borrower Borrowers pursuant to this Section 10.5 shall be submitted to Chief Financial Officer Director – Legal Department (Telephone No. (000) -000-0000) (Telecopy No. (000) 000310-0000282-8808), at the address of the Parent Borrower set forth in Section 10.2, or to such other Person or address as may be hereafter designated by the Parent Borrower in a written notice to the Administrative Agent. The agreements in this Section 10.5 shall survive the termination of this Agreement and the repayment of the Loans and all other amounts payable hereunder. Notwithstanding the foregoing, the Borrowers shall not be liable under this Agreement for any settlement made by any Indemnitee without the prior written consent of the Parent Borrower (which consent shall not be unreasonably withheld or delayed). If any settlement is consummated with the Parent Borrower’s written consent or if there is a final judgment for the plaintiff in any such Proceeding, the Borrowers agree to indemnify and hold harmless each Indemnitee from and against any and all losses, claims, damages, liabilities and expenses by reason of such settlement or judgment in accordance with the provisions hereof. The Borrowers further agree that they will not, without the prior written consent of the Indemnitee, settle or compromise or consent to the entry of any judgment in any pending or threatened Proceeding in respect of which indemnification may be sought hereunder (whether or not any Indemnitee is an actual or potential party to such Proceeding) unless such settlement, compromise or consent includes (a) an unconditional release of each Indemnitee from all liability and obligations arising therefrom in form and substance satisfactory to such Indemnitee and (b) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnitee.

Payment of Expenses and Taxes. The Each of TWTC and the Borrower agrees (a) except as otherwise agreed in writing among TWTC, the Borrower and Xxxxx Fargo, to pay or reimburse the Administrative Agent, the Collateral Agent and the Sole Lead Arrangers Arranger for all of their respective reasonable and documented out-of-pocket costs and expenses incurred in connection with the syndication of the Facilities this Agreement and the developmentpreparation, preparation negotiation, execution and execution delivery of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and documented fees, disbursements and other charges of one firm of primary counsel to the Administrative Agent and the Lead Arrangers Collateral Agent (and, if necessary, one and any local or specialty counsel in any relevant jurisdictionto the Administrative Agent and the Collateral 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 the Administrative Agent or the Collateral Agent shall deem appropriate, in each case, together with backup documentation supporting such reimbursement request, (b) to pay or reimburse each Lender Lender, the Administrative Agent and the Administrative Collateral Agent for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including the fees fees, disbursements and disbursements other charges of counsel to each Lender and of counsel to the Administrative Agent, the Collateral Agent and the Lenders; provided, that the Borrower shall not be liable for the fees and disbursements of more than one separate firm for the Administrative Agent and the Lenders (unless there shall exist an actual conflict of interest among the Administrative Agent and the Lenders (or among the Lenders), in which case the Borrower shall be liable for the fees and disbursements of another separate counsel for the affected Person) and one local counsel in any material jurisdictionSole Lead Arranger, (c) to pay, indemnify, and hold each Lender and Lender, the Issuing Lender, the Administrative Agent and the Collateral Agent (and any agents and Related Parties of the foregoing Persons) 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 similar other taxes, if any, other than those found by a final and nonappealable decision of a court of competent jurisdiction to have been caused by the willful misconduct, bad faith or gross negligence of the Administrative Agent or any Lender that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender Lender, the Issuing Lender, the Administrative Agent, the Collateral Agent and the Administrative Agent Sole Lead Arranger and their respective officers, directors, employees, affiliates, agents, advisors, partners, representatives and controlling persons Related Parties (each, an “Indemnitee”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits or actions or other legal proceedings (whether brought by a third party or the Borrower or other Loan Party)suits, costs, expenses or disbursements of any kind or nature whatsoever arising out (including the reasonable and documented fees, charges and disbursements of any counsel for any Indemnitee) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including any of the foregoing relating to the use of proceeds of the Loans or Letters of Credit or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower TWTC or any Subsidiary of its Subsidiaries or any of the Properties, any Environmental Claims, Properties and the reasonable and documented fees and expenses of legal counsel (provided that the Borrower shall not be liable for the fees and expenses of more than one separate firm for the Indemnitees (unless there shall be an actual conflict of interest among the Indemnitees, in which case the Borrower shall be liable for the fees and expenses of another separate counsel for the affected Indemnitees) and one local counsel in any material jurisdiction) in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (d), collectively, the “Indemnified Liabilities”); , provided, that neither TWTC nor the Borrower shall have no any obligation hereunder to any Indemnitee with respect to Indemnified Liabilities (x) to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence, bad faith negligence or willful misconduct of such Indemnitee as determined by a court of competent jurisdiction in a final, non-appealable judgment. It is understood and agreed that, to the extent not precluded by a conflict of interest, each Indemnitee shall endeavor to work cooperatively with a view to minimizing the legal and other expenses associated with any defense and any potential settlement or any of its affiliates or their respective officers, directors or employees or (y) arising out of a dispute solely between Indemnitees not involving an act or omission by the Borrower or any of its Affiliates (other than any such indemnified liabilities asserted against any Indemnitee in its capacity, or in fulfilling its role, as an agent or Lead Arranger or similar role for any Facility (including any Incremental Facility)). The Borrower shall not be liable to for any special, indirect, consequential or punitive damages (other than as required pursuant to Section 10.5(c) or (d))judgment. Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower TWTC 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 12.5 shall be payable not later than 10 days after written demand therefor. Statements payable by TWTC or the Borrower pursuant to this Section 10.5 12.5 shall be submitted to Chief Financial Officer (Telephone No. (000) 000-0000) (Telecopy No. (000) 000-0000), at the address of the Borrower set forth in Section 10.212.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent. The agreements in this Section 10.5 12.5 shall survive the termination of this Agreement and the repayment of the Loans and all other amounts payable hereunderhereunder and under the other Loan Documents.

Payment of Expenses and Taxes. The Borrower agrees Borrowers jointly and severally agree (a) to pay or reimburse the Administrative Agent and the Lead Arrangers Syndication Agent for all of their respective reasonable and documented out-of-pocket costs and expenses incurred in connection with the syndication of the Facilities and the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including reasonable appraisal fees and expenses, the reasonable fees and disbursements of one firm of counsel to the Administrative Agent and the Lead Arrangers (and, if necessary, one local counsel in any relevant jurisdiction) and filing and recording fees and expensesexpenses (but excluding costs and expenses of surveys conducted pursuant to Section 6.6(c)), with statements with respect to the foregoing to be submitted to the Borrower ASC 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 appropriateappropriate (provided that the agreement by the Borrowers to reimburse any such costs and expenses incurred by the Administrative Agent in connection with the development, preparation and execution of the Loan Documents and any other documents prepared in each case, together connection therewith shall be subject to the limitations and further agreements contained in the fee letter with backup documentation supporting such reimbursement requestthe Co-Lead Arrangers and Joint Bookrunners (the "Fee Letter")), (b) to pay or reimburse each Lender and the Administrative Agent for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including the fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and of counsel to the Administrative Agent and the Lenders; provided, that the Borrower shall not be liable for the fees and disbursements of more than one separate firm for the Administrative Agent and the Lenders (unless there shall exist an actual conflict of interest among the Administrative Agent and the Lenders (or among the Lenders), in which case the Borrower shall be liable for the fees and disbursements of another separate counsel for the affected Person) and one local counsel in any material jurisdictionAgent, (c) 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 similar other taxes, if any, other than those found by a final and nonappealable decision of a court of competent jurisdiction to have been caused by the willful misconduct, bad faith or gross negligence of the Administrative Agent or any Lender that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and the Administrative Agent and their respective officers, directors, employees, affiliates, agents, advisors, partners, representatives agents and controlling persons (each, an “"Indemnitee”") harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits or actions or other legal proceedings (whether brought by a third party or the Borrower or other Loan Party)suits, costs, expenses or disbursements of any kind or nature whatsoever arising out of with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including any of the foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the any Borrower or any Subsidiary or any of the Propertiesproperties it owns, any Environmental Claims, operates or leases and the reasonable and documented fees and expenses of legal counsel (provided that the Borrower shall not be liable for the fees and expenses of more than one separate firm for the Indemnitees (unless there shall be an actual conflict of interest among the Indemnitees, in which case the Borrower shall be liable for the fees and expenses of another separate counsel for the affected Indemnitees) and one local counsel in any material jurisdiction) in connection with claims, actions or proceedings by any Indemnitee against any Loan Party Borrower under any Loan Document (all the foregoing in this clause (d), collectively, the “"Indemnified Liabilities”"); , provided, that the Borrower Borrowers shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities (x) to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence, bad faith negligence or willful misconduct of such Indemnitee or any of its affiliates or their respective officers, directors or employees or (y) arising out of a dispute solely between Indemnitees not involving an act or omission by the Borrower or any of its Affiliates (other than any such indemnified liabilities asserted against any Indemnitee in its capacity, or in fulfilling its role, as an agent or Lead Arranger or similar role for any Facility (including any Incremental Facility)). The Borrower shall not be liable to for any special, indirect, consequential or punitive damages (other than as required pursuant to Section 10.5(c) or (d))Indemnitee. Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower agrees Borrowers agree not to assert and to cause its their respective Subsidiaries not to assert, and hereby waives waive and agrees agree to cause its their respective Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might may have by statute or otherwise against any Indemnitee, except to the extent resulting from the gross negligence or willful misconduct of such Indemnitee. All amounts due under this Section 10.5 shall be payable not later than 10 days after receipt of written demand therefor. Statements payable by the Borrower Borrowers pursuant to this Section 10.5 shall be submitted to Chief Financial Officer Betsy Wallace (Telephone No. (000435) 000615-0000) (Telecopy No. (000435) 000-0000), at the address of the Borrower ox xxx Xxxxxxxxs set forth in Section 10.2, or to such other Person or address as may be hereafter designated by the Borrower ASC in a written notice to the Administrative Agent. The agreements in this Section 10.5 shall survive the termination of this Agreement and the repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent Agents and the Lead Arrangers Other Representatives for (1) all of their respective reasonable and documented out-of-pocket costs and expenses incurred in connection with (i) the syndication of the Facilities and the development, preparation preparation, execution and execution delivery of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and (ii) the consummation and administration of the transactions (including the syndication of the Initial Term Loan Commitments, the Tranche B Term Loan Commitments, the Tranche C Term Loan Commitments, the Tranche D Term Loan Commitments, the Tranche E Term Loan Commitments, the Tranche F Term Loan Commitments and, the Tranche G Term Loan Commitments or the Tranche H Term Loan Maturity Date) contemplated hereby and therebythereby and (iii) efforts to monitor the Loans and verify, including protect, evaluate, assess, appraise, collect, sell, liquidate or otherwise dispose of any of the Collateral, and (2) the reasonable and documented fees and disbursements of one firm of counsel to the Administrative Agent Xxxxx Xxxx and the Lead Arrangers (andXxxxxxxx LLP, if necessary, one local counsel in any relevant 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 special or local counsel, consultants, advisors, appraisers and auditors whose retention (other than during the Administrative Agent shall deem appropriate, in each case, together with backup documentation supporting such reimbursement requestcontinuance of an Event of Default) is approved by the Borrower, (b) to pay or reimburse each Lender Lender, each Other Representative and the Administrative Agent Agents for all its their reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documentsdocuments prepared in connection herewith or therewith, including the fees and disbursements of counsel to the Administrative Agent Agents and the Lenders; provided, that the Borrower shall not be liable for the fees and disbursements of more than one separate firm for the Administrative Agent and the Lenders (unless there shall exist an actual conflict of interest among the Administrative Agent and the Lenders (or among the Lenders), in which case the Borrower shall be liable for the fees and disbursements of another separate counsel for the affected Person) and one local counsel in any material jurisdiction, (c) to pay, indemnify, or reimburse each Lender, each Other Representative and the Agents for, and hold each Lender Lender, each Other Representative and the Administrative Agent Agents harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, any stamp, documentary, excise and other similar taxes, if any, other than those found by a final and nonappealable decision of a court of competent jurisdiction to have been caused by the willful misconduct, bad faith or gross negligence of the Administrative Agent or any Lender that which may be payable or determined to be payable in connection with the execution and execution, delivery or enforcement of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnifyindemnify or reimburse each Lender, each Other Representative, each Agent (and hold any sub-agent thereof) and each Lender and Related Party of any of the Administrative Agent and their respective officers, directors, employees, affiliates, agents, advisors, partners, representatives and controlling persons foregoing Persons (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits or actions or other legal proceedings (whether brought by a third party or the Borrower or other Loan Party)suits, costs, expenses or disbursements of any kind or nature whatsoever arising out of with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and #94013791v1296130652v5 1008495241v11008495241v6 #96130652v7 any such other documents, including any of the foregoing relating to the use of proceeds of the Loans or Loans, the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower or any Subsidiary of its Restricted Subsidiaries or any of the Properties, any Environmental Claims, and the reasonable and documented fees and expenses property of legal counsel (provided that the Borrower shall not be liable for or any of its Restricted Subsidiaries, of any actual or prospective claim, litigation, investigation or proceeding relating to any of the fees and expenses of more than one separate firm for the Indemnitees (unless there shall be an actual conflict of interest among the Indemniteesforegoing, in which case whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower shall be liable for the fees or any other Loan Party and expenses regardless of another separate counsel for the affected Indemnitees) and one local counsel in any material jurisdiction) in connection with claims, actions or proceedings by whether any Indemnitee against any Loan Party under any Loan Document is a party thereto (all the foregoing in this clause (d), collectively, the “Indemnified Liabilities”); provided, provided that the Borrower shall not have no any obligation hereunder to any Indemnitee Lead Arranger, any Other Representative, any Agent (or any sub-agent thereof) or any Lender (or any Related Party of any such Lead Arranger, Other Representative, Agent (or any sub-agent thereof) or Lender ) with respect to Indemnified Liabilities arising from (xi) 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, bad faith or willful misconduct of any such Lead Arranger, Other Representative, Agent (or any sub-agent thereof) or Lender (or any Related Party of any such Lead Arranger, Other Representative, Agent (or any sub-agent thereof) or Lender), as the case may be, as determined by a court of competent jurisdiction in a final and non-appealable decision, (ii) a material breach of the Loan Documents by any such Lead Arranger, Other Representative, Agent (or any sub-agent thereof) or Lender (or any Related Party of any such Lead Arranger, Other Representative, Agent (or any sub-agent thereof) or Lender), as the case may be, as determined by a court of competent jurisdiction in a final and non-appealable decision or (iii) claims against such Indemnitee or any of its affiliates or their respective officers, directors or employees or (y) arising out of a dispute solely between Indemnitees Related Party brought by any other Indemnitee that do not involving an act or omission by the Borrower or any of its Affiliates (other than any such indemnified liabilities asserted involve claims against any Indemnitee in its capacity, or in fulfilling its role, as an agent or Lead Arranger or similar role Agent in its capacity as such. Neither the Borrower nor any Indemnitee shall be liable for any Facility (including any Incremental Facility)). The Borrower shall not be liable to for any indirect, special, indirect, punitive or consequential damages hereunder; provided that nothing contained in this sentence shall limit the Borrower’s indemnity or punitive damages (other than as required pursuant to reimbursement obligations under this Section 10.5(c) or (d)). Without limiting the foregoing, and 11.5 to the extent permitted by applicable lawsuch indirect, the Borrower agrees not special, punitive or consequential damages are included in any third party claim in connection with which such Indemnitee is entitled to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemniteeindemnification hereunder. All amounts due under this Section 10.5 11.5 shall be payable not later than 10 30 days after written demand therefor. Statements reflecting amounts payable by the Borrower Loan Parties pursuant to this Section 10.5 11.5 shall be submitted to Chief Financial Officer (Telephone No. (000) 000-0000) (Telecopy No. (000) 000-0000), at the address of the Borrower set forth in Section 10.211.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent. Notwithstanding the foregoing, except as provided in Sections 11.5(b) and (c) above, the Borrower shall have no obligation under this Section 11.5 to any Indemnitee with respect to any tax, levy, impost, duty, charge, fee, deduction or withholding imposed, levied, collected, withheld or assessed by any Governmental Authority. The agreements in this Section 10.5 11.5 shall survive the termination of this Agreement and the repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent and the Lead Arrangers for all of their respective its reasonable and documented out-of-pocket costs and expenses incurred in connection with the syndication of the Facilities and the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of one firm of counsel to the Administrative Agent and the Lead Arrangers (and, if necessary, one local counsel in any relevant 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, in each case, together with backup documentation supporting such reimbursement request, (b) to pay or reimburse each Lender and the Administrative Agent for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including the fees and disbursements of counsel to each Lender and of counsel to the Administrative Agent and the LendersAgent; provided, that the Borrower shall not be liable for the fees and disbursements of more than one separate firm for the Administrative Agent and the Lenders (unless there shall exist an actual conflict of interest among the Administrative Agent and the Lenders (or among the Lenders), in which case the Borrower shall be liable for the fees and disbursements of another separate counsel for the affected Person) and one local counsel separate firm for the Agents in connection with any material one action or any separate but substantially similar or related actions in the same jurisdiction, (c) 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 similar taxes, if any, other than those found by a final and nonappealable decision of a court of competent jurisdiction to have been caused by the willful misconduct, bad faith misconduct or gross negligence of the Administrative Agent or any Lender that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and the Administrative Agent and their respective officers, directors, employees, affiliates, agents, advisors, partners, representatives advisors and controlling persons (each, an “Indemnitee”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, judgments, suits or actions or other legal proceedings (whether brought by a third party or the Borrower or other Loan Party), costs, expenses or disbursements of any kind or nature whatsoever arising out of the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including any of the foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower or any Subsidiary or any of the Properties, any Environmental Claims, and the reasonable and documented fees and expenses of legal counsel (provided that the Borrower shall not be liable for the fees and expenses of more than one separate firm for the Indemnitees (unless there shall be an actual conflict of interest among the Indemnitees, in which case the Borrower shall be liable for the fees and expenses of another separate counsel for the affected Indemnitees) and one local counsel in any material jurisdiction) in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (d), collectively, the “Indemnified Liabilities”); provided, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities (x) to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have (x) resulted from the gross negligence, bad faith negligence or willful misconduct of such Indemnitee or any of its affiliates or their respective officers, directors or employees or (y) arising out of result from a dispute solely between Indemnitees not involving an act or omission claim brought by the Borrower or any other Loan Party against an Indemnitee for breach in bad faith of its Affiliates (such Indemnitee’s obligations under this Agreement or any other than any such indemnified liabilities asserted against any Indemnitee in its capacity, or in fulfilling its role, as an agent or Lead Arranger or similar role for any Facility (including any Incremental Facility)). The Borrower shall not be liable to for any special, indirect, consequential or punitive damages (other than as required pursuant to Section 10.5(c) or (d))Loan Document. 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 Chief Financial Officer (Telephone No. (000) 000-0000) (Telecopy No. (000) 000-0000), at the address of the Borrower set forth in Section 10.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent. The agreements in this Section 10.5 shall survive the termination of this Agreement and the repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent and the Lead Arrangers for all of their respective reasonable and documented out-of-pocket costs and expenses incurred in connection with the syndication of the Facilities Commitments and the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and 132 administration of the transactions contemplated hereby and thereby, including the reasonable fees and documented fees, disbursements and other charges of one firm of primary counsel to the Administrative Agent and the Lead Arrangers (and, if necessary, one local counsel in any relevant jurisdiction) each applicable jurisdiction and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Borrower at least three (3) Business Days 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, in each case, together with backup documentation supporting such reimbursement request, (b) to pay or reimburse each Lender, Issuing Lender and the Administrative Agent for all its reasonable and documented costs and out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including the fees reasonable and documented fees, disbursements and other charges of counsel to the Administrative Agent and the Lenders; providedLenders and including all reasonable and documented costs and expenses incurred during any workout, restructuring or negotiations (it being understood that expenses reimbursed by the Borrower under this Section 10.5 shall not be liable for include costs and expenses incurred in connection with (1) appraisals, environmental reviews and insurance reviews, (2) field examinations and the preparation of Reports based on the fees and disbursements of more than one separate firm for charged by a third party retained by the Administrative Agent and or the Lenders (unless there shall exist an actual conflict of interest among internally allocated fees for each Person employed by the Administrative Agent with respect to each field examination and (3) forwarding loan proceeds, collecting checks and other items of payment and establishing and maintaining the Lenders (or among accounts and lock boxes, and costs and expenses of preserving and protecting the Lenders), in which case the Borrower shall be liable for the fees and disbursements of another separate counsel for the affected Person) and one local counsel in any material jurisdictionCollateral, (c) to pay, indemnify, and hold each Lender, Issuing Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and similar taxes, if any, other than those found by a final and nonappealable decision of a court of competent jurisdiction to have been caused by the willful misconduct, bad faith or gross negligence of the Administrative Agent or any Lender that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender Lender, the Arrangers and the Administrative Agent each Agent, their respective affiliates, and their respective officers, directors, employees, affiliates, agents, advisors, partners, representatives advisors and controlling persons persons, and with respect to Issuing Lenders, correspondents and branches (each, an “Indemnitee”) harmless from and against any and all other liabilities, obligationslosses, lossesclaims, damages, penalties, actions, judgments, suits suits, costs or actions or expenses (including the reasonable and documented fees, disbursements and other legal proceedings (whether brought by a third party or the Borrower or other Loan Party), costs, expenses or disbursements charges of counsel) of any kind or nature whatsoever arising out of with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including any claim, litigation, investigation or proceeding regardless of whether any Indemnitee is a party thereto and whether or not the same are brought by the Borrower, its equity holders, affiliates or creditors or any other Person, including any of the foregoing relating to the use of proceeds of the Loans or Letters of Credit (including any refusal by the Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) or the violation of, noncompliance with or liability under, any Environmental Law applicable to the any Group Member or its operations of the Borrower or any Subsidiary or any of the Properties, any Environmental Claims, properties and the reasonable and documented fees fees, disbursements and expenses other charges of legal counsel (provided that the Borrower shall not be liable limited to reasonable and documented fees, disbursements and other charges of one primary counsel for the fees all Indemnities (taken together as a single group or client) and, if necessary, one local counsel required in any relevant jurisdiction (which may include a single counsel acting in multiple jurisdictions) and expenses of more than one separate firm applicable special regulatory counsel for the all Indemnitees (unless there shall be and, in the case of an actual or perceived conflict of interest among the Indemniteesinterest, in which case the Borrower shall be liable for the fees and expenses of another separate firm of counsel for the affected Indemnitees) and one (and, if applicable, another local counsel in any material jurisdictionrelevant jurisdiction and applicable special 133 regulatory counsel) for all similarly affected Indemnitees) (in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (d), collectively, the “Indemnified Liabilities”); , provided, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities (x) to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from (x) the bad faith, gross negligence, bad faith negligence or willful misconduct of such Indemnitee (or any of its affiliates or their respective Affiliates, officers, directors directors, employees, agents, advisors or employees or controlling persons), (y) arising out a material breach by such Indemnitee of a dispute solely between Indemnitees its obligations under the Loan Documents or (z) disputes or proceedings that are brought by an Indemnitee against any other Indemnitee (other than any claims against any Arranger or Agent in its capacity or in fulfilling its roles as an Arranger or Agent hereunder or any similar role with respect to any Facility) to the extent such disputes do not involving an arise from any act or omission by the Borrower of any Loan Party or any of its Affiliates (other than any such indemnified liabilities asserted against any Indemnitee in its capacity, or in fulfilling its role, as an agent or Lead Arranger or similar role for any Facility (including any Incremental Facility)). The Borrower shall not be liable to for any special, indirect, consequential or punitive damages (other than as required pursuant to Section 10.5(c) or (d))Affiliates. 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. No Indemnitee shall be liable for any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems, except to the extent any such damages are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from (x) the gross negligence or willful misconduct of such Indemnitee (or any of its Affiliates, officers, directors, employees, agents, advisors or controlling persons) or (y) a material breach in bad faith by such Indemnitee of its obligations under the Loan Documents. No Indemnitee shall be liable for any indirect, special, exemplary, punitive or consequential damages in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. 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 This Section 10.5 shall be submitted not apply with respect to Chief Financial Officer (Telephone No. (000) 000Taxes other than any Taxes that represent losses or damages arising from any non-0000) (Telecopy No. (000) 000-0000), at the address of the Borrower set forth in Section 10.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative AgentTax claim. The agreements in this Section 10.5 shall survive the termination of this Agreement and the repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Parent Borrower agrees (a) to pay or reimburse each of the Administrative Agent and the Lead Arrangers for all of their respective its reasonable and documented out-of-pocket invoiced costs and expenses incurred in connection with the syndication of the Facilities and the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of one firm of counsel to the Administrative Agent and the Lead Arrangers (and, if necessaryArrangers, one firm of regulatory counsel and one firm of local counsel in any relevant jurisdictioneach appropriate jurisdiction and other counsel retained with the Parent Borrower’s consent (such consent not to be unreasonably withheld or delayed) and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Parent Borrower prior to the Closing Fourth Restatement Effective Date (in the case of amounts to be paid on the Closing Fourth Restatement Effective Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Administrative Agent shall deem appropriate, in each case, together with backup documentation supporting such reimbursement request, (b) to pay or reimburse each Lender, the Issuing Lender, the Swingline Lender and the Administrative Agent for all its reasonable and documented out-of-pocket invoiced costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including the fees and disbursements of one counsel to the Administrative Agent Lenders and the Lenders; providedAdministrative Agent, that the Borrower shall not be liable for the fees and disbursements one firm of more than one separate firm for the Administrative Agent and the Lenders (unless there shall exist an actual conflict of interest among the Administrative Agent and the Lenders (or among the Lenders), in which case the Borrower shall be liable for the fees and disbursements of another separate counsel for the affected Person) and one local counsel in any material jurisdictioneach appropriate jurisdiction and other counsel retained with the Parent Borrower’s consent (not to be unreasonably withheld or delayed) (provided that in the case of an actual (or perceived, if set forth in a writing by the affected party to the Parent Borrower) conflict of interest, where the affected party informs the Parent Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected party), (c) to pay, indemnify, and hold each Lender, the Issuing Lender, the Swingline 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 the Parent Borrower’s delay in paying, stamp, excise and other similar taxesTaxes, if any, other than those found by a final and nonappealable decision of a court of competent jurisdiction to have been caused by the willful misconduct, bad faith or gross negligence of the Administrative Agent or any Lender that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, (d) [reserved] and (de) to pay, indemnify, and hold each Lender, the Issuing Lender, the Swingline Lender and the Administrative Agent Agent, their respective affiliates, and their respective officers, directors, employees, affiliates, agents, advisors, partners, representatives advisors and controlling persons (each, an “Indemnitee”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits or actions or other legal proceedings (whether brought by a third party or the Borrower or other Loan Party)suits, costs, expenses or disbursements of any kind or nature whatsoever arising out of with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including any claim, litigation, investigation or proceeding regardless of whether any Indemnitee is a party thereto and whether or not the same are brought by any Borrower, the equity holders, affiliates or creditors of the Parent Borrower or any other Person, including any of the foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower or any Subsidiary Group Member or any of the Properties, any Environmental Claims, Properties and the reasonable and documented fees and expenses of legal one firm of counsel for all Indemnitees and, if necessary, one firm of regulatory counsel and one firm of local counsel in each appropriate jurisdiction for all Indemnitees (provided that in the Borrower shall not be liable for the fees and expenses case of more than one separate firm for the Indemnitees (unless there shall be an actual (or perceived, if set forth in a writing by the affected Indemnitee to the Parent Borrower) conflict of interest among interest, where the IndemniteesIndemnitee informs the Parent Borrower of such conflict and thereafter retains its own counsel, in which case the Borrower shall be liable for the fees reasonable and invoiced costs and expenses of another separate firm of counsel for the such affected Indemnitees) and one local counsel in any material jurisdiction) Indemnitee), in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (de), collectively, the “Indemnified Liabilities”); , provided, that the Parent Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities (x) to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence, bad faith negligence or willful misconduct of, or material breach of any Loan Document by, such Indemnitee or any of its affiliates or their respective officersIndemnitee, directors or employees or (yprovided, further, that this Section 10.5(e) arising out of a dispute solely between Indemnitees shall not involving an act or omission by the Borrower or any of its Affiliates (apply with respect to Taxes other than any such indemnified liabilities asserted against Taxes that represent losses or damages arising from any non-Tax claim, and provided further that this Section 10.5(e) shall not require the reimbursement of costs, expenses and disbursements of any Indemnitee incurred in its capacityconnection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents (it being understood that any reimbursement in fulfilling its roleconnection with such costs, as an agent or Lead Arranger or similar role for any Facility (including any Incremental Facility)). The Borrower expenses and disbursements shall not be liable to for any special, indirect, consequential or punitive damages (other than as required pursuant to governed by Section 10.5(c) or (d10.5(a)). Without limiting the foregoing, and to the extent permitted by applicable law, the each 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. No Indemnitee shall be liable for any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems, except to the extent any such damages are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee or a material breach of any Loan Document by such Indemnitee. No Indemnitee shall be liable for any indirect, special, exemplary, punitive or consequential damages in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. All amounts due under this Section 10.5 shall be payable not later than 10 days after written demand therefor. Statements payable by the Parent Borrower pursuant to this Section 10.5 shall be submitted to Chief Financial Officer Mxxxxxx Xxxxxxxx (Telephone No. (000) 000-0000) (Telecopy No. (000) 000-0000), at the address of the Parent Borrower set forth in Section 10.2, or to such other Person or address as may be hereafter designated by the Parent Borrower in a written notice to the Administrative Agent. The agreements in this Section 10.5 shall survive the termination of this Agreement and the repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower Company agrees (a) to pay or reimburse the Administrative Agent, the Syndication Agent and the Lead Arrangers Collateral Agent for all of their respective its reasonable and documented or invoiced out-of-pocket costs and expenses incurred in connection with the syndication of the Facilities and the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable and documented or invoiced fees and disbursements of one firm of a single counsel to each of (i) the Administrative Agent and the Lead Arrangers Syndication Agent and (andii) the Collateral Agent, if necessary, one and such other special or local counsel as the Administrative Agent may deem reasonably necessary (and any additional counsel in any relevant jurisdictionthe case of a conflict) and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Borrower Company 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, the Syndication Agent and the Collateral Agent shall deem appropriate, in each case, together with backup documentation supporting such reimbursement request, (b) to pay or reimburse each Lender Lender, the Administrative Agent, the Syndication Agent and the Administrative Collateral Agent for all its reasonable and documented out-of-pocket or invoiced costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including the fees and disbursements of a single counsel to the Administrative Agent and the Lenders; provided, that the Borrower shall not be liable for the fees and disbursements each of more than one separate firm for (i) the Administrative Agent and the Lenders and (unless there shall exist an actual conflict of interest among ii) the Collateral Agent, and such other special or local counsel as the Administrative Agent may deem reasonably necessary (and the Lenders (or among the Lenders), in which case the Borrower shall be liable for the fees and disbursements of another separate counsel for the affected Person) and one local any additional counsel in any material jurisdictionthe case of a conflict), (c) to pay, indemnify, and hold each Lender Lender, the Administrative Agent and the Administrative Collateral Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, paying stamp, excise and similar other taxes, if any, other than those found by a final and nonappealable decision of a court of competent jurisdiction to have been caused by the willful misconduct, bad faith or gross negligence of the Administrative Agent or any Lender that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender Lender, any L/C Issuer, the Administrative Agent and the Administrative Collateral Agent and their respective officers, directors, employees, affiliates, agents, advisors, partners, representatives affiliates and controlling persons agents (each, an “Indemnitee”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits or actions or other legal proceedings (whether brought by a third party or the Borrower or other Loan Party)suits, costs, expenses or disbursements of any kind or nature whatsoever arising out of (whether brought by a Borrower or any other Person) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents or Letters of Credit and any such other documents, including any of the foregoing relating to the use of proceeds of the Loans or Letters of Credit (including any refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower or any Subsidiary Group Member or any of the Properties (provided that such liability was incurred during such time as a Group Member controlled such Properties, any Environmental Claims, ) and the reasonable and documented or invoiced fees and expenses of legal counsel (provided that the Borrower shall not be liable for the fees and expenses of more than one separate firm for the Indemnitees (unless there shall be an actual conflict of interest among the Indemnitees, in which case the Borrower shall be liable for the fees and expenses of another separate counsel for the affected Indemnitees) and one local counsel in any material jurisdiction) in connection with claims, actions or proceedings by any Indemnitee against any Loan Party Borrower under any Loan Document or Letter of Credit or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Company, and regardless of whether any Indemnitee is a party thereto (all the foregoing in this clause (d), collectively, the “Indemnified Liabilities”); , provided, that the Borrower Company shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities (x) to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence, bad faith negligence or willful misconduct of such Indemnitee or any of its affiliates or their respective officers, directors or employees or (y) arising out of a dispute solely between Indemnitees not involving an act or omission by the Borrower or any of its Affiliates (other than any such indemnified liabilities asserted against any Indemnitee in its capacity, or in fulfilling its role, as an agent or Lead Arranger or similar role for any Facility (including any Incremental Facility)). The Borrower shall not be liable to for any special, indirect, consequential or punitive damages (other than as required pursuant to Section 10.5(c) or (d))affiliates. Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower Company agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution from any Indemnitee or any other rights of recovery from any Indemnitee 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 11.5 shall be payable not later than 10 days Business Days after written demand therefortherefor and shall be accompanied by a statement setting forth in reasonable detail the source of such Indemnified Liability and the amount claimed thereunder. Statements payable by the Borrower Company pursuant to this Section 10.5 11.5 shall be submitted to Chief Financial Officer (Telephone No. (000) 000-0000) (Telecopy No. (000) 000-0000)the Company, at the address of the Borrower Company set forth in Section 10.211.2, or to such other Person or address as may be hereafter designated by the Borrower Company in a written notice to the Administrative Agent. The agreements in this Section 10.5 11.5 shall survive the termination of this Agreement and the repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent and the Lead Arrangers each Arranger for all of their respective its reasonable and documented out-of-pocket costs and expenses incurred in connection with the syndication of the Facilities and the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable and documented out-of-pocket fees and disbursements of one firm of primary counsel to the Administrative Agent and the Lead Arrangers (and, if reasonably necessary, one local counsel in any relevant per necessary 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, but in each case, together with backup documentation supporting such reimbursement requestany event no earlier than ten (10) Business Days after receipt by Borrower of a reasonably detailed invoice therefor, (b) to pay or reimburse each Lender, each Issuing Lender and the Administrative Agent for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including the reasonable and documented out-of-pocket fees and disbursements of any counsel to any Lender and of counsel to the Administrative Agent (but in such case limited to, the reasonable and the Lenders; provided, that the Borrower shall not be liable for the documented out-of-pocket fees and disbursements of more than one separate firm for primary counsel to the Administrative Agent and Agent, one primary counsel to the Lenders (unless there shall exist an actual conflict of interest among as selected by the Required Lenders other than the Administrative Agent and Agent) and, to the Lenders (or among the Lenders)extent reasonably necessary, in which case the Borrower shall be liable for the fees and disbursements of another separate counsel for the affected Person) and one local counsel in any material each applicable jurisdiction, and, in the case of a conflict of interest, one additional primary counsel and one additional local counsel in each applicable jurisdiction for such Persons affected by such conflict), and (c) to pay, indemnify, and hold each Lender Lender, each Issuing Lender, each Arranger and the Administrative Agent harmless fromAgent, any and all recording and filing fees and any and all liabilities with respect totheir respective affiliates, or resulting from any delay in paying, stamp, excise and similar taxes, if any, other than those found by a final and nonappealable decision of a court of competent jurisdiction to have been caused by the willful misconduct, bad faith or gross negligence of the Administrative Agent or any Lender that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and the Administrative Agent and their respective officers, directors, employees, affiliates, agents, advisors, partners, representatives advisors and controlling persons (each, an “Indemnitee”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits or actions or other legal proceedings (whether brought by a third party or the Borrower or other Loan Party)suits, costs, expenses or disbursements of any kind or nature whatsoever arising out of with respect to the execution, delivery, enforcement, performance and administration of this Agreement, Agreement and the other Loan Documents and any such other documents, including any claim, litigation, investigation or proceeding (a “Proceeding”) regardless of whether any Indemnitee is a party thereto and whether or not the same are brought by the Borrower, its equity holders, affiliates or creditors or any other Person, including any of the foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower or any Subsidiary Group Member or any of the Properties, any Environmental Claims, Properties and the reasonable and documented out-of-pocket fees and expenses of one primary legal counsel (provided that the Borrower shall not be liable for the fees and expenses of more than and, if reasonably necessary, one separate firm for the Indemnitees (unless there shall be an actual conflict of interest among the Indemnitees, in which case the Borrower shall be liable for the fees and expenses of another separate counsel for the affected Indemnitees) and one single local counsel in any material jurisdictioneach relevant jurisdiction for all Indemnitees taken as a whole (and solely in the case of a conflict in interest, one additional primary counsel and one additional counsel in each relevant jurisdiction to each group of affected Indemnitees similarly situated taken as a whole) in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (dc), collectively, the “Indemnified Liabilities”); , provided, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities (x) to the extent such Indemnified Liabilities are (x) found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of, or material breach of any Loan Document by, such Indemnitee or any of its affiliates or their respective officersIndemnitee, directors or employees or (y) related to any dispute solely among the Indemnitees other than any dispute involving an Indemnitee in its capacity or in fulfilling its role as the Administrative Agent or Arranger or any similar role under this Agreement unless such dispute is related to any claims arising out of a dispute solely between Indemnitees not involving an or in connection with any act or omission by of the Borrower or any of its Affiliates (and provided, further, that this Section 10.5(c) shall not apply with respect to Taxes other than any such indemnified liabilities asserted against Taxes that represent losses or damages arising from any Indemnitee in its capacity, or in fulfilling its role, as an agent or Lead Arranger or similar role for any Facility (including any Incremental Facility)). The Borrower non-Tax claim and shall not be liable to for duplicate any special, indirect, consequential amounts paid under Section 2.13 or punitive damages (other than as required pursuant to Section 10.5(c) or (d))2.15. 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. No Indemnitee shall be liable for any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems, except to the extent any such damages are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee. None of the parties hereto shall assert, and each hereby waives, any claim for any indirect, special, exemplary, punitive or consequential damages in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby (except that nothing contained in this sentence shall limit the Borrower’s indemnity obligations under this Section 10.5). All amounts due under this Section 10.5 shall be payable not later than 10 days Business Days after written demand receipt of a reasonably detailed invoice therefor. Statements payable by the Borrower pursuant to this Section 10.5 shall be submitted to Chief Financial Officer Director – Legal Department (Telephone No. (000) -000-0000) (Telecopy No. (000) 000310-0000282-8808), at the address of the Borrower set forth in Section 10.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent. The agreements in this Section 10.5 shall survive the termination of this Agreement and the repayment of the Loans and all other amounts payable hereunder. Notwithstanding the foregoing, the Borrower shall not be liable under this Agreement for any settlement made by any Indemnitee without its prior written consent (which consent shall not be unreasonably withheld or delayed). If any settlement is consummated with the Borrower’s written consent or if there is a final judgment for the plaintiff in any such Proceeding, the Borrower agrees to indemnify and hold harmless each Indemnitee from and against any and all losses, claims, damages, liabilities and expenses by reason of such settlement or judgment in accordance with the provisions hereof. The Borrower further agrees that it will not, without the prior written consent of the Indemnitee, settle or compromise or consent to the entry of any judgment in any pending or threatened Proceeding in respect of which indemnification may be sought hereunder (whether or not any Indemnitee is an actual or potential party to such Proceeding) unless such settlement, compromise or consent includes (a) an unconditional release of each Indemnitee from all liability and obligations arising therefrom in form and substance satisfactory to such Indemnitee and (b) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnitee.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent and the Lead Arrangers for all of their respective its reasonable and documented out-of-pocket costs and expenses incurred in connection with the syndication of the Facilities and the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of one firm of counsel to the Administrative Agent and the Lead Arrangers (and, if necessary, one local counsel in any relevant jurisdiction) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Borrower prior to the Closing Initial Funding Date (in the case of amounts to be paid on the Closing Initial Funding Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Administrative Agent shall deem appropriate, in each case, together with backup documentation supporting such reimbursement request, (b) to pay or reimburse each Lender and the Administrative Agent for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including the fees and disbursements of counsel to the Lenders and of counsel to the Administrative Agent and the LendersAgent; provided, that the Borrower shall not be liable for the fees and disbursements of more than one separate firm for the Administrative Agent and the Lenders (unless there shall exist an actual conflict of interest among the Administrative Agent and Lenders) in connection with any one action or any separate but substantially similar or related actions in the Lenders (or among the Lenders)same jurisdiction, in which case nor shall the Borrower shall be liable for any settlement or extra-judicial resolution of claims without the fees and disbursements of another separate counsel for the affected Person) and one local counsel in any material jurisdictionBorrower’s written consent, (c) 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 similar taxes, if any, other than those found by a final and nonappealable decision of a court of competent jurisdiction to have been caused by the willful misconduct, bad faith or gross negligence of the Administrative Agent or any Lender that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and the Administrative Agent and their respective officers, directors, employees, affiliates, agents, advisors, partners, representatives agents and controlling persons (each, an “Indemnitee”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits or actions or other legal proceedings (whether brought by a third party or the Borrower or other Loan Party)suits, costs, expenses or disbursements of any kind or nature whatsoever arising out of (other than with respect to taxes, which shall be governed exclusively by Section 2.19) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including any of the foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower or any Subsidiary Group Member or any of the Properties, any Environmental Claims, Properties and the reasonable and documented fees and expenses of legal counsel (provided that the Borrower shall not be liable for the fees and expenses of more than one separate firm for the Indemnitees (unless there shall be an actual conflict of interest among the Indemnitees, in which case the Borrower shall be liable for the fees and expenses of another separate counsel for the affected Indemnitees) and one local counsel in any material jurisdiction) in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (d), collectively, the “Indemnified Liabilities”); , provided, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities (x) to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence, bad faith negligence or willful misconduct of such Indemnitee or any of its affiliates or their respective officersIndemnitee; provided further, directors or employees or (y) arising out of a dispute solely between Indemnitees not involving an act or omission by that that the Borrower or any of its Affiliates (other than any such indemnified liabilities asserted against any Indemnitee in its capacity, or in fulfilling its role, as an agent or Lead Arranger or similar role for any Facility (including any Incremental Facility)). The Borrower shall not be liable to for the fees and disbursements of more than one separate firm for any specialIndemnitees (unless there shall exist an actual conflict of interest among such Indemnitees) in connection with any one action or any separate but substantially similar or related actions in the same jurisdiction, indirect, consequential nor shall the Borrower be liable for any settlement or punitive damages (other than as required pursuant to Section 10.5(c) or (d))extra-judicial resolution of such Indemnitees’ claims without the Borrower’s written consent. Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 10.5 shall be payable not later than 10 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 10.5 shall be submitted to Chief Financial Officer Xxxxx X. Xxxxxxx (Telephone No. (000) -000-0000) (Telecopy No. (000) 000973-0000496-5080), at the address of the Borrower set forth in Section 10.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent. The agreements in this Section 10.5 shall survive the termination of this Agreement and the repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Parent Borrower agrees (a) to pay or reimburse the Administrative Agent Agents and the Lead Arrangers Other Representatives for (1) all of their respective reasonable and documented out-of-pocket costs and expenses incurred in connection with (i) the syndication of the Facilities and the development, preparation preparation, execution and execution delivery of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and (ii) the consummation and administration of the transactions (including the syndication of the Commitments contemplated hereby and thereby) and (iii) efforts to monitor the Revolving Loans and verify, including protect, evaluate, assess, appraise, collect, sell, liquidate or otherwise dispose of any of the Collateral in accordance with the terms of the Loan Documents, and (2) the reasonable and documented fees and disbursements of one firm of counsel to the Administrative Agent Xxxxxx Xxxxxx & Xxxxxxx llp, and the Lead Arrangers (and, if necessary, one local counsel in any relevant 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 special or local counsel, consultants, advisors, appraisers and auditors whose retention (other than during the Administrative Agent shall deem appropriate, in each case, together with backup documentation supporting such reimbursement requestcontinuance of an Event of Default) is approved by the Parent Borrower, (b) to pay or reimburse each Lender Lender, each Issuing Lender, the Lead Arrangers, the Syndication Agents, the Documentation Agents and the Administrative Agent Agents for all its their reasonable and documented out-of-out of pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documentsdocuments prepared in connection herewith or therewith, including the fees and disbursements of counsel to the Administrative Agent and Agents (limited to one firm of counsel for the Lenders; providedAgents and, that if necessary, one firm of local counsel in each appropriate jurisdiction, in each case for the Agents (and, in the case of an actual or perceived conflict of interest where the Indemnitee affected by such conflict informs the Borrower of such conflict and thereafter, after receipt of the Borrower’s consent (which shall not be liable for the fees and disbursements of more than one separate firm for the Administrative Agent and the Lenders (unless there shall exist an actual conflict of interest among the Administrative Agent and the Lenders (or among the Lendersunreasonably withheld), in which case the Borrower shall be liable for the fees and disbursements retains its own counsel, of another separate firm of counsel for the such affected Person) and one local counsel in any material jurisdictionIndemnitee)), (c) to pay, indemnifyindemnify or reimburse each Lender, 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 similar taxes, if any, other than those found by a final and nonappealable decision of a court of competent jurisdiction to have been caused by the willful misconduct, bad faith or gross negligence of the Administrative Agent or any Lender 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 AgreementIssuing Lender, the other Loan Documents and any such other documentsLead Arrangers, and (d) to payeach Syndication Agent, indemnifyeach Documentation Agent, and hold each Lender and the Administrative Agent Agent, their respective affiliates, and their respective officers, directors, trustees, employees, affiliatesshareholders, agentsmembers, attorneys and other advisors, partners, representatives agents and controlling persons (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits or actions or other legal proceedings (whether brought by a third party or the Borrower or other Loan Party)suits, costs, expenses or disbursements of any kind or nature whatsoever arising out (in the case of fees and disbursements of counsel, limited to one firm of counsel for all Indemnitees and, if necessary, one firm of local counsel in each appropriate jurisdiction, in each case for all Indemnitees (and, in the case of an actual or perceived conflict of interest where the Indemnitee affected by such conflict informs the Borrower of such conflict and thereafter, after receipt of the Borrower’s consent (which shall not be unreasonably withheld), retains its own counsel, of another firm of counsel for such affected Indemnitee)) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including any of the foregoing relating to the use of proceeds of the Revolving Loans or Letters of Credit or the violation of, noncompliance with or liability under, any Environmental Law applicable attributable to the operations of the Parent Borrower or any Subsidiary of its Subsidiaries, any property or facility owned, leased or operated by the Parent Borrower or any of the Properties, any Environmental Claims, and the reasonable and documented fees and expenses of legal counsel (provided that the Borrower shall not be liable for the fees and expenses of more than one separate firm for the Indemnitees (unless there shall be an actual conflict of interest among the Indemnitees, in which case the Borrower shall be liable for the fees and expenses of another separate counsel for the affected Indemnitees) and one local counsel in any material jurisdiction) in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document its Subsidiaries (all the foregoing in this clause (dc), collectively, the “Indemnified Liabilities”) and (d) to pay reasonable and documented fees for appraisals and field examinations required by subsection 7.6(b) and the preparation of Reports related thereto in each calendar year based on the fees charged by third parties retained by the Administrative Agent (notwithstanding any reference to “out-of-pocket” above in this subsection 11.5); provided, provided that the any Borrower shall not have no any obligation hereunder to the Administrative Agent, any Indemnitee other Agent or any Lender with respect to Indemnified Liabilities arising from (xi) 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, bad faith or willful misconduct of the Administrative Agent, any other Agent or any such Indemnitee Lender or any such Issuing Lender (or any of its affiliates or their respective directors, trustees, officers, directors employees, agents, successors and assigns), to the extent such Indemnified Liabilities are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted solely from such gross negligence, bad faith or employees willful misconduct, (ii) claims made or (y) legal proceedings commenced against the Administrative Agent, any other Agent or any such Lender by any security holder thereof arising out of a dispute and based upon rights afforded any such security holder or creditor solely between Indemnitees in its capacity as such and not involving an arising from any act or omission on the part of any Loan Party, (iii) any material breach of any Loan Document by the Borrower party to be indemnified to the extent such Indemnified Liabilities are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted solely from such material breach or (iv) disputes among the Administrative Agent, the Lenders, an Issuing Lender and/or their transferees not arising from any act or omission on the part of its Affiliates (other than any such indemnified liabilities asserted against any Loan Party. To the fullest extent permitted under applicable law, no Indemnitee in its capacity, or in fulfilling its role, as an agent or Lead Arranger or similar role shall be liable for any Facility (including any Incremental Facility)). The Borrower shall not be liable to for any consequential, special, indirect, consequential indirect or punitive damages (other than as required pursuant to Section 10.5(c) or (d)). Without limiting in connection with 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 IndemniteeFacilities. All amounts due under this Section 10.5 subsection shall be payable not later than 10 30 days after written demand therefor. Statements reflecting amounts payable by the Borrower Loan Parties pursuant to this Section 10.5 subsection 11.5 shall be submitted to Chief Financial Officer (Telephone No. (000) 000-0000) (Telecopy No. (000) 000-0000), at the address of the Borrower Borrowers set forth in Section 10.2subsection 11.2, or to such other Person or address as may be hereafter designated by the Parent Borrower in a written notice to the Administrative Agent. Notwithstanding the foregoing, the Borrowers shall have no obligation under this subsection 11.5 to any Indemnitee with respect to any Taxes imposed, levied, collected, withheld or assessed by any Governmental Authority other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. The agreements in this Section 10.5 subsection shall survive the termination of this Agreement and the repayment of the Revolving Loans and all other amounts payable hereunder.