Common use of Payment of Expenses and Taxes Clause in Contracts

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent, (b) to pay or reimburse each Lender and the Administrative Agent for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to each Lender and of counsel to the Administrative Agent; provided that the Borrower shall only reimburse the reasonable fees, disbursements and other charges of one counsel to the Administrative Agent and the Lenders in connection with any amendment, restructuring or work-out of the Loan Documents, (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 other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and the Administrative Agent harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including, without limitation, any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries or any of their properties (all the foregoing in this clause (d), collectively, the "indemnified liabilities"), provided that the Borrower shall have no obligation hereunder to the Administrative Agent or any Lender with respect to indemnified liabilities arising from the gross negligence or willful misconduct of the Administrative Agent or any such Lender. The agreements in this subsection shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent Lender for all its reasonable the Lender’s out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, including the reasonable actual fees and disbursements of counsel to the Administrative AgentLender and filing and recording fees and expenses, (b) to pay or reimburse each the Lender and the Administrative Agent for all its reasonable costs and expenses incurred in connection with (x) the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documentsdocuments and (y) the negotiation of any restructuring or “work-out”, whether or not consummated, of any Obligations, including, without limitationin each case, the reasonable fees and disbursements of counsel to each Lender (including the allocated fees and expenses of counsel in-house counsel) to the Administrative Agent; provided that the Borrower shall only reimburse the reasonable fees, disbursements and other charges of one counsel to the Administrative Agent and the Lenders in connection with any amendment, restructuring or work-out of the Loan DocumentsLender, (c) to pay, indemnify, and hold each the Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxesTaxes, if any, which that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) pay or reimburse the Lender for all amounts payable to pay, indemnifythe Lender pursuant to the indemnity and expense provisions set forth in the Acquisition Agreement. All amounts due under this Section 12.5 shall be payable not later than 10 days after written demand therefor. Statements of amounts payable by the Borrower pursuant to this Section 12.5 shall be submitted to the Borrower at its address, and hold each Lender and the Administrative Agent harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the executionattention of the contact person, deliveryset forth below the Borrower’s name in Schedule I, enforcement, performance and administration of this Agreement, the other Loan Documents and any or to such other documents, including, without limitation, any of contact person or address as may be hereafter designated by the foregoing relating Borrower in a written notice to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries or any of their properties (all the foregoing in this clause (d), collectively, the "indemnified liabilities"), provided that the Borrower shall have no obligation hereunder to the Administrative Agent or any Lender with respect to indemnified liabilities arising from the gross negligence or willful misconduct of the Administrative Agent or any such Lender. The agreements in this subsection Section 12.5 shall survive repayment the payment in full of all Obligations and the termination of the Loans and all other amounts payable hereunderTerm Loan Commitment.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses reasonably incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees fees, disbursements and disbursements other reasonable charges of counsel to the Administrative Agent, (b) to pay or reimburse each Lender and the Administrative Agent for all its reasonable costs and expenses reasonably incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to each Lender and of counsel to the Administrative Agent; provided that the Borrower shall only reimburse the reasonable fees, disbursements and other reasonable charges of one counsel to the Administrative Agent and to the several Lenders (other than those incurred in connection with any amendmentthe compliance by the relevant Lender with the provisions of subsection 2.18(a)), restructuring or work-out of the Loan Documents, and (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 by the Borrower in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and Lender, the Administrative Agent Agent, their affiliates, and their respective directors, officers, employees, advisors and agents (each, an "indemnified person") harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, reasonable expenses or disbursements of any kind or nature whatsoever (it being understood that this shall not include the fees and disbursements of counsel to any of the Lenders (other than JPMCB) in connection with (i) their review of this Agreement prior to the Closing Date or (ii) prior to the occurrence of a Default or an Event of Default, any amendment or waiver to this Agreement or any assignment to another Lender pursuant to the terms hereof) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including, without limitation, any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries or any of their properties Agreement (all the foregoing in this clause (d), collectively, the "indemnified liabilities"), ; provided that the Borrower shall have no obligation hereunder to the Administrative Agent or any Lender indemnified person with respect to indemnified liabilities arising from the gross negligence or willful misconduct of the Administrative Agent such indemnified person or any such Lenderof its affiliates, directors, officers, employees, advisers or agents. The agreements in this subsection 9.5 shall survive 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 for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewithherewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, including the reasonable fees and disbursements of counsel to the Administrative AgentAgent and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to Gannett prior to the Effective Date (in the case of amounts to be paid on the Effective Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Administrative Agent shall deem appropriate, (bii) to pay or reimburse each Lender and the Administrative Agent for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents Agreement and any such other documents, including, without limitation, including the reasonable fees and disbursements of counsel to each Lender and of counsel to the Administrative Agent; provided that the Borrower shall only reimburse the reasonable fees, disbursements and other charges of one counsel to the Administrative Agent and the Lenders in connection with any amendment, restructuring or work-out of the Loan Documents, (ciii) to pay, indemnify, and hold each Lender and the Administrative Agent harmless fromand their respective officers, any directors, employees, affiliates, agents and all recording and filing fees and any and all liabilities with respect tocontrolling persons (each, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (dan “Indemnitee”) to pay, indemnify, and hold each Lender and the Administrative Agent harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents Agreement and any such other documents, including, without limitation, including any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations use of proceeds of the BorrowerLoans and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any of its Subsidiaries or any of their properties Indemnitee against Gannett under this Agreement (all the foregoing in this clause (d), collectively, the "indemnified liabilities"“Indemnified Liabilities”), provided provided, that the Borrower Gannett shall have no obligation hereunder to the Administrative Agent or any Lender Indemnitee with respect to indemnified liabilities arising Indemnified Liabilities to the extent such Indemnified Liabilities have resulted from the gross negligence or willful misconduct of the Administrative Agent or any such LenderIndemnitee. The agreements in All amounts due under this subsection Section 9.5(a) shall survive repayment of the Loans and all other amounts be payable hereundernot later than 10 days after written demand therefor.

Payment of Expenses and Taxes. The Borrower agrees agrees, promptly upon presentation of a statement or invoice therefor, and whether any Loan is made (ai) to pay or reimburse the Administrative Agent, the Syndication Agent and the Co-Arrangers for all its reasonable their out-of-pocket costs and expenses reasonably incurred in connection with the development, preparation and execution of, of the Loan Documents and any amendment, supplement or modification tothereto (whether or not executed), this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, therewith and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative AgentSpecial Counsel, (bii) to pay or reimburse each Lender the Administrative Agent, the Syndication Agent, the Co-Arrangers, and the Administrative Agent Lenders for all its reasonable of their respective 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 documentsexpenses, including, without limitation, the reasonable fees and disbursements of counsel to each Lender and (including allocated costs of counsel to the Administrative Agent; provided that the Borrower shall only reimburse the reasonable feesinternal counsel), disbursements and other charges of one counsel to the Administrative Agent and the Lenders incurred in connection with (A) any amendment, Default or Event of Default and any enforcement or collection proceedings resulting therefrom or in connection with the negotiation of any restructuring or "work-out out" (whether consummated or not) of the obligations of the Credit Parties under any of the Loan DocumentsDocuments and (B) the enforcement of this Section, (ciii) to pay, indemnify, and hold the Administrative Agent, the Syndication Agent, the Co-Arrangers, and each Lender harmless from and the Administrative Agent harmless fromagainst, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, which that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (div) to pay, indemnifyindemnify and hold the Administrative Agent, the Syndication Agent, the Co-Arrangers, and hold each Lender Lender, and the Administrative Agent each of their respective officers, directors and employees, harmless from and against any and all other liabilities, obligations, claims, losses, damages, penalties, actions, judgments, suits, costs, expenses or and disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, (including, without limitation, any reasonable counsel fees and disbursements) with respect to the enforcement and performance of the foregoing relating to Loan Documents, the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations use of the Borrower, proceeds of the Loans and the enforcement and performance of the provisions of any subordination agreement in favor of its Subsidiaries or any of their properties the Administrative Agent and the Lenders (all the foregoing in this clause (d)foregoing, collectively, the "indemnified liabilities")) and, provided if and to the extent that the foregoing ------------------------ indemnity may be unenforceable for any reason, the Borrower agrees to make the maximum payment permitted or not prohibited under applicable law; provided, however, that the Borrower shall have no obligation hereunder to pay indemnified liabilities to the Administrative Agent Agent, the Syndication Agent, the Co- Arrangers, or any Lender with respect to indemnified liabilities the extent arising from the such indemnified party's gross negligence or willful misconduct of the Administrative Agent or any such Lenderclaims between one indemnified party and another indemnified party. The agreements in this subsection Section shall survive repayment the termination of the Loans Aggregate Term Loan Commitments and the payment of all other amounts payable hereunderunder the Loan Documents.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent, (b) to pay or reimburse each Lender and the Administrative Agent for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and of counsel to the Administrative Agent; provided that the Borrower shall only reimburse the reasonable fees, disbursements and other charges of one counsel to the Administrative Agent and the Lenders in connection with any amendment, restructuring or work-out of the Loan Documents, (c) to pay, indemnify, and hold harmless each Lender and the Administrative Agent harmless from, from and against any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnify, indemnify and hold harmless each Lender and the Administrative Agent harmless and their respective officers, directors, trustees, professional advisors, employees, affiliates, agents and controlling persons (each, an "indemnitee") from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including, without limitation, any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations use of the Borrower, any of its Subsidiaries or any of their properties (all the foregoing in this clause (d), collectively, the "indemnified liabilities"), provided that the Borrower shall have no obligation hereunder to the Administrative Agent or any Lender with respect to indemnified liabilities arising from the gross negligence or willful misconduct of the Administrative Agent or any such Lender. The agreements in this subsection shall survive repayment proceeds of the Loans and all other amounts payable hereunder.or the violation of,

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent for all of its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and of any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent, (b) to pay or reimburse each Lender and the Administrative Agent for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to each Lender and of counsel to the Administrative Agent; provided that the Borrower shall only reimburse the reasonable fees, disbursements and other charges of one counsel to the Administrative Agent and the Lenders in connection with any amendment, restructuring or work-out of the Loan Documents, (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 other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and the Administrative Agent harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents or the use of the proceeds of the Loans and any such other documents, including, without limitation, any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries or any of their properties the Properties (all the foregoing in this clause (d), collectively, the "indemnified liabilities"), provided PROVIDED that the Borrower shall have no obligation hereunder to the Administrative Agent or any Lender with respect to indemnified liabilities to the extent arising from the gross negligence or willful misconduct of the Administrative Agent or any such Lender. The agreements in this subsection 10.6 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent and the Lenders for all its of their respective reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and of any Loan Document created after the date hereof or any amendment, supplement or modification to, this Agreement and the or any other Loan Documents and or any other documents prepared after the date hereof in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, including the reasonable fees and disbursements of counsel to the Administrative AgentAgent and the Lenders and filing and recording fees and expenses in each case incurred after the date hereof and , in each case with statements with respect to the foregoing to be submitted to the Borrower from time to time after the date hereof on a quarterly basis or such other periodic basis as the Administrative Agent or any Lender shall deem appropriate, (b) to pay or reimburse each Lender and the Administrative Agent for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including, without limitation, including the reasonable fees and disbursements of counsel (excluding allocated reasonable fees and expenses of in-house counsel) to each Lender and of counsel to the Administrative Agent; provided that the Borrower shall only reimburse the reasonable fees, disbursements and other charges of one counsel to the Administrative Agent and the Lenders in connection with any amendment, restructuring or work-out of the Loan Documents, (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 other similar taxes, if any, which that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other 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 and controlling persons (each, an “Indemnitee”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including, without limitation, 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, any of its Subsidiaries Group Member or any of their properties the Properties and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (d), collectively, the "indemnified liabilities"“Indemnified Liabilities”), provided regardless of whether any Indemnitee is a party thereto, provided, that the Borrower shall have no obligation hereunder to the Administrative Agent or any Lender Indemnitee with respect to indemnified liabilities arising Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee. Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 9.5 shall be payable not later than 10 days after written demand therefor; provided, that in the event that, following its receipt of such a demand, the Borrower believes in good faith that it is not liable for any amounts that are the subject of such demand and files a suit in a court of competent jurisdiction with respect thereto, such amounts shall be paid by the Borrower within 10 days of the entry of a final and nonappealable decision of a court of competent jurisdiction that the Borrower is liable for such amounts pursuant to the terms hereof. Statements payable by the Borrower pursuant to this Section 9.5 shall be submitted to the attention of the [ ] of the Borrower (Telephone No. [ ]) (Telecopy No. [ ]) with a copy to the attention of the [ ]of the Borrower (Telephone No. [ ]) (Telecopy No. [ ]), both at the address of the Borrower set forth in Section 9.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent or any such LenderAgent. The agreements in this subsection Section 9.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent and its Affiliates for all its reasonable out-of-pocket costs and expenses incurred in connection with the developmentpreparation, preparation execution, delivery and execution administration of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby including, without limitation, the fees specified in subsection 6.7 and therebymonthly collateral monitoring fees, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent, (b) to pay or reimburse each Lender and the Administrative Agent and the Lenders for all its reasonable their 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, without limitation, the reasonable fees and disbursements of counsel to each Lender and of counsel to the Administrative Agent; provided that the Borrower shall only reimburse the reasonable fees, disbursements and other charges of one counsel to the Administrative Agent and the Lenders in connection with any amendment, restructuring or work-out of the Loan DocumentsLenders, (c) to pay, indemnify, and hold each Lender and the Administrative Agent and its Affiliates and the Lenders (and their respective officers, directors, employees, advisors and agents) harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other like taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and the Administrative Agent and its Affiliates and the Lenders (and their respective officers, directors, employees, advisors and agents) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, Agreement or the other Loan Documents and any such or of the financing contemplated thereby or the use or the proposed use of the proceeds thereof (other documentsthan matters the subject matter of which is covered by clauses (a), (b) or (c) above), including, without limitation, any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries or any of their properties the Properties (all the foregoing in this clause (d), collectively, the "indemnified liabilities"), provided PROVIDED that the Borrower shall have no obligation hereunder to the Administrative Agent or any Lender with respect to indemnified liabilities arising from the gross negligence or willful misconduct of the Administrative Agent or any such LenderLender or arising from events or actions occurring after any Lender has taken possession of the property at issue by foreclosure or otherwise. The agreements in this subsection shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent, (b) to pay or reimburse each Lender and the Administrative Agent for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to each Lender and of counsel to the Administrative Agent; provided that the Borrower shall only reimburse the reasonable fees, disbursements and other charges of one counsel to the Administrative Agent and the Lenders in connection with any amendment, restructuring or work-out of the Loan Documents, (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 other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and the Administrative Agent harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration actual or proposed use of this Agreement, the other Loan Documents and any such other documentsLoans, including, without limitation, any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries or any of their properties the Properties (all the foregoing in this clause (d), collectively, the "indemnified liabilities"), provided that the Borrower shall have no obligation hereunder to the Administrative Agent or any Lender with respect to indemnified liabilities arising from (i) the gross negligence or willful misconduct of the Administrative Agent or any such LenderLender or (ii) legal proceedings commenced against the Administrative Agent or any such Lender by any security holder or creditor thereof arising out of and based upon rights afforded any such security holder or creditor solely in its capacity as such. The agreements in this subsection shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative each Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, including the reasonable fees and disbursements of counsel to such Agent and filing and recording fees and expenses, with statements with respect to the Administrative Agentforegoing to be submitted to the Borrower prior to the Closing Date (in the case of amounts to be paid on the Closing Date) and from time to time thereafter on a quarterly basis or such other periodic basis as such Agent shall deem appropriate, (b) to pay or reimburse each Lender and the Administrative Agent for all its reasonable 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, without limitation, including the reasonable fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and of counsel to the Administrative such Agent; provided that the Borrower shall only reimburse the reasonable fees, disbursements and other charges of one counsel to the Administrative Agent and the Lenders in connection with any amendment, restructuring or work-out of the Loan Documents, (c) to pay, indemnify, and hold each Lender and the Administrative Agent harmless fromand their respective officers, any directors, employees, affiliates, trustees, advisors, agents and all recording and filing fees and any and all liabilities with respect tocontrolling persons (each, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (dan “Indemnitee”) to pay, indemnify, and hold each Lender and the Administrative Agent harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including, without limitation, 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, any of its Subsidiaries Group Member or any of their properties the Properties and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (dc), collectively, the "indemnified liabilities"“Indemnified Liabilities”); provided, provided that the Borrower shall have no obligation hereunder to the Administrative Agent or any Lender Indemnitee with respect to indemnified liabilities arising Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence negligence, bad faith or willful misconduct of such Indemnitee. Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 11.5 shall be payable not later than 10 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 11.5 shall be submitted to the Borrower, at the address of the Borrower set forth in Section 11.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent or any such LenderAgent. The agreements in this subsection Section 11.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, including the reasonable fees and disbursements of counsel to the Administrative AgentAgent and filing and recording fees and expenses; provided, however, the Borrower shall only be liable for the fees and expenses of one counsel for the Arranger Parties, the Administrative Agent and the Lenders, collectively, from time to time, in connection with the preparation, execution, delivery and administration of this Agreement and the other Loan Documents, with statements with respect to the foregoing to be submitted to the Borrower prior to the Restatement Effective Date (in the case of amounts to be paid on the 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, (b) to pay or reimburse each Lender and the Administrative Agent for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including, without limitation, including the reasonable 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; provided that the Borrower shall only reimburse the reasonable fees, disbursements and other charges of one counsel to the Administrative Agent and the Lenders in connection with any amendment, restructuring or work-out of the Loan Documents, (c) to pay, indemnify, and hold each Lender Lender, Arranger Party and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent AMERICAS 91292599 under or in respect of, this Agreement, the other Loan Documents and any such other documentsdocuments other than any Excluded Taxes, and (d) to pay, indemnify, and hold each Lender Lender, Arranger Party and the Administrative Agent and their respective officers, directors, employees, affiliates, agents and controlling persons (each, an “Indemnitee”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including, without limitation, including any of the foregoing relating to the use of proceeds of the Revolving Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, Borrower or any of its Subsidiaries or any of their properties and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against the Borrower under any Loan Document (all the foregoing in this clause (d), collectively, the "indemnified liabilities"“Indemnified Liabilities”), provided provided, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final, non-appealable judgment of a court of competent jurisdiction to arise from (i) the willful misconduct, bad faith or gross negligence of such Indemnitee, (ii) a material breach by such Indemnitee of its obligations hereunder or under the other Loan Documents or (iii) claims of one or more Indemnitees against another Indemnitee (other than claims against the Administrative Agent or the Arranger Parties in their capacities as such) and not involving any act or omission of the Borrower or its Subsidiaries or any of their Affiliates (or such person’s officers, directors, employees, advisors, agents or representatives). 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 that arise as a result of such Indemnitee’s status as a Lender or the Administrative Agent, or an officer, director, employee, affiliate, agent or controlling person thereof, with respect to indemnified liabilities arising 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 that such claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses are found by a final non-appealable judgment of a court of competent jurisdiction to arise 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 written demand therefor, and such demand shall set forth in reasonable detail the basis for and calculation of any such amounts claimed as owing by the Borrower. Statements payable by the Borrower pursuant to this Section 10.5 shall be submitted to 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 or any such LenderAgent. The agreements in this subsection Section 10.5 shall survive repayment of the Revolving Loans and all other amounts payable hereunderhereunder and the termination of this Agreement.

Payment of Expenses and Taxes. The Borrower Company agrees (a) to pay or reimburse the Documentation Agent, the Syndication Agent and the Administrative Agent for all its of their reasonable and documented fees, expenses, charges and out-of-pocket costs and expenses incurred in connection with the developmentpreparation, preparation execution, delivery and execution administration of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents obtaining of professional advice in connection with their ongoing obligations under, any Credit Document and any other documents prepared in connection herewith or therewithherewith, and the consummation and administration of the transactions contemplated hereby and therebythereby and the investigation, defense or participation in any legal proceeding relating to any of the foregoing (whether or not such indemnified person is a party thereto and regardless of whether such proceedings are brought by you or any other person), including, in each such case and without limitation, the reasonable and documented fees, expenses, charges and disbursements of the single primary counsel to the Documentation Agent, the Syndication Agent and the Administrative Agent and any additional special counsel and local counsel to the Documentation Agent, the Syndication Agent and the Administrative Agent, but not including any fees and disbursements expenses of counsel to the Administrative AgentLenders, (b) to pay or reimburse each Lender Lender, each Issuing Lender, the Swing Line Lender, the Documentation Agent, the Syndication Agent and the Administrative Agent for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Credit Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to each Lender and of the Administrative Agent, counsel to the Administrative Syndication Agent; provided that the Borrower shall only reimburse the reasonable fees, disbursements and other charges of one counsel to the Administrative Documentation Agent and the Lenders in connection with any amendment, restructuring or work-out of several counsel to the Loan DocumentsLenders, (c) to pay, indemnify, and to hold each Lender Lender, each Issuing Lender, the Swing Line Lender, the Documentation Agent, the Syndication Agent and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, if legal, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Credit Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender Lender, each Issuing Lender, the Swing Line Lender, the Documentation Agent, the Syndication Agent, the Arranger and the Administrative Agent Agent, and the officers, directors, employees, affiliates, advisors and agents thereof (collectively, the "indemnified persons"), harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, consummation, enforcement, performance and administration of this Agreement, the other Loan Credit Documents and any such other documents, including, without limitation, any the use by the Borrowers of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations proceeds of the Borrower, any Loans and other extensions of its Subsidiaries or any of their properties credit hereunder (all of the foregoing in this clause (d)foregoing, collectively, the "indemnified liabilities"), provided that the no Borrower shall have no any obligation to any indemnified person hereunder to the Administrative Agent or any Lender with respect to (i) indemnified liabilities arising which are found by a final decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such indemnified person, (ii) legal proceedings commenced against any such indemnified person by any security holder or creditor (other than the Company, its Subsidiaries and its Affiliates) thereof arising out of and based upon rights afforded any such security holder or creditor solely in its capacity as such, (iii) legal proceedings commenced against any Lender, any Issuing Lender or the Swing Line Lender (in their respective capacities as such) by any other Lender or by the Documentation Agent, the Syndication Agent or the Administrative Agent (provided that for purposes of this clause (iii) only, each of such other Lender, Issuing Lender, the Swing Line Lender, the Documentation Agent, the Syndication Agent, the Arranger and the Administrative Agent shall be entitled to indemnity hereunder to the extent that such legal proceedings have been commenced by it to enforce the provisions of the Credit Documents) or any such Lender(iv) amounts of the types referred to in clauses (a) through (c) above except as provided therein. The agreements in this subsection 14.6 shall survive repayment of the Loans Loans, the Notes, the Drafts, the Reimbursement Obligations and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower Company acknowledges and agrees (a) to pay or reimburse San Paolo, the Administrative other Panini Lenders, the Panini Agent, the Lenders and the Agent (collectively, the "Reimbursed Persons") for all its of their reasonable out-of-pocket costs and expenses incurred in connection with the developmentpreparation, preparation execution and execution delivery of, and any amendment, supplement or modification to, this Agreement and any Credit Document, the other Loan Documents Panini Credit Agreements and any other documents prepared in connection herewith or therewithherewith, and the consummation and administration of the transactions contemplated hereby and thereby, thereby (including, without limitation, the reasonable fees and disbursements of primary counsel to the Administrative Agentand local counsel), (b) to pay or reimburse each Lender and the Administrative Agent Reimbursed Person for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreementthe Credit Documents, the other Loan Documents Panini Credit Agreements and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to each Lender and of counsel to the Administrative Agent; provided that the Borrower shall only reimburse (including, without limitation, the reasonable fees, disbursements invoiced allocated costs and other charges expenses of one in-house legal counsel to the Administrative Agent and the Lenders or staff determined in connection with any amendment, restructuring or work-out of the Loan Documentsgood faith), (c) to pay, indemnify, and to hold each Lender and the Administrative Agent Reimbursed Person harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, if legal, 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 Agreementthe Credit Documents, the other Loan Documents Panini Credit Agreements and any such other documents, and (d) to pay, indemnify, and hold each Lender Reimbursed Person and the Administrative Agent its officers, directors, employees and agents harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, consummation, enforcement, performance and administration of this Agreementthe Credit Documents, the other Loan Documents Panini Credit Agreements and any such other documents, including, without limitation, any the use by the Company of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations proceeds of the Borrower, any of its Subsidiaries or any of their properties Term Loans (all of the foregoing in this clause (d)foregoing, collectively, the "indemnified liabilities"), ; provided that the Borrower Company shall have no obligation hereunder to the Administrative Agent or any Lender with respect to indemnified liabilities arising from (i) the gross negligence or willful misconduct of such Reimbursed Person, (ii) legal proceedings commenced against such Reimbursed Person by any security holder or creditor (other than the Administrative Agent or Company, its Subsidiaries and its Affiliates) thereof arising out of and based upon rights afforded any such Lendersecurity holder or creditor solely in its capacity as such or (iii) amounts of the types referred to in clauses (a) through (c) above except as provided therein. The agreements in this subsection shall survive repayment Lenders may directly charge to a loan account of the Loans Company any amount payable under this Section 13.5 and all other amounts payable treat any such charge as an advance and Term Loan hereunder.. The provisions of this Section 13.5 are for the benefits of each Reimbursed Person and any Reimbursed Person may enforce the provisions of this

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent, (b) to pay or reimburse each Lender and the Administrative Agent for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and of counsel to the Administrative Agent; provided that the Borrower shall only reimburse the reasonable fees, disbursements and other charges of one counsel to the Administrative Agent and the Lenders in connection with any amendment, restructuring or work-out of the Loan Documents, (c) to pay, indemnify, and hold harmless each Lender and the Administrative Agent harmless from, from and against any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnify, indemnify and hold harmless each Lender and the Administrative Agent harmless and their respective officers, directors, trustees, professional advisors, employees, affiliates, agents and controlling persons (each, an "indemnitee") from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including, without limitation, any of the foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, Borrower any of its Subsidiaries or any of their properties the Properties (all the foregoing in this clause (d), collectively, the "indemnified liabilities"), provided that the Borrower shall have no obligation hereunder to the Administrative Agent or any Lender with respect to indemnified liabilities arising from the gross negligence or willful misconduct of the Administrative Agent or any such Lender. The agreements in this subsection shall survive repayment of the Loans and all other amounts payable hereunder.82 77

Payment of Expenses and Taxes. The Whether or not the transactions contemplated hereby shall be consummated, the Borrower agrees (a) to pay or reimburse each of the Administrative Agent Agents for all its of such Agent’s reasonable out-of-pocket fees, costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, includingincluding the reasonable fees and disbursements of one set of transaction and local counsel to the Administrative Agent on behalf of the Lenders, without limitationthe reasonable fees and disbursements of the Independent Consultants and filing and recording fees and expenses, the reasonable fees and disbursements of counsel to the Administrative Collateral Agent, with statements with respect to the foregoing to be submitted to the Borrower prior to the Signing Date (in the case of amounts to be paid on the Signing Date) and from time to time thereafter on a quarterly basis or such other periodic basis as each such Agent shall deem appropriate, (b) to pay or reimburse each Lender and the Administrative each Agent for all its reasonable costs costs, fees 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, without limitation, including the reasonable 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; provided that the Borrower shall only reimburse the reasonable fees, disbursements and other charges of one counsel to the Administrative each Agent and the Lenders costs and expenses in connection with any amendment, restructuring or work-out the establishment and the use of an electronic data room to manage documentation associated with the Loan DocumentsLoans, (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 other taxesTaxes, if any, which that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender Lender, including for the avoidance of doubt any Issuing Bank, and the Administrative each Agent and their respective officers, directors, employees, affiliates, agents, advisors and controlling persons (each, an “Indemnitee”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, fees, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including, without limitation, including any of the foregoing relating to the use of proceeds of the Loans and Letters of Credit, Acceptable Credit Support, any of the transactions contemplated by the Operative Documents or the non-compliance by any party with the provisions thereof or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries Loan Party or any of their properties the Mortgaged Property and the reasonable fees and expenses of legal counsel in connection with claims (including Environmental Claims), actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (d), collectively, the "indemnified liabilities"“Indemnified Liabilities”), provided provided, that the Borrower shall have no obligation hereunder to the Administrative Agent or any Lender Indemnitee with respect to indemnified liabilities arising Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and non-appealable decision of a court of competent jurisdiction to have resulted from (I) to the extent the Indemnitee or the Lender through whom the Indemnitee is making its claim is a Defaulting Lender, a material breach of such Defaulting Lender’s obligations under this 120 CREDIT AGREEMENT (SunPower HoldCo) Agreement (II) the gross negligence or willful misconduct of such Indemnitee. Without limiting the Administrative Agent foregoing, and to the extent permitted by applicable law, the Borrower agrees not to assert, and hereby waives, all rights for contribution or any such Lenderother rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 9.5 shall be payable not later than ten (10) days after written demand therefor. The agreements in this subsection Section 9.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The In addition to their obligations under Section 5.1 hereof, the Borrower agrees and each other Loan Party agree (a) to pay or reimburse the Administrative Agent and each Lender for all its their reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, including the reasonable fees and disbursements of professionals to the Agent or counsel to any such Lender, (b) to pay or reimburse the Agent, The Prudential Insurance Company of America and Xxxx Xxxxxxx Mutual Life Insurance Company for all their reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, but including only the reasonable fees and disbursements of professionals to the Agent or counsel to the Administrative AgentThe Prudential Insurance Company of America and counsel to Xxxx Xxxxxxx Mutual Life Insurance Company, (bc) to pay or reimburse the Agent and each Lender and the Administrative Agent for all its their reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to each Lender (including the allocated fees and expenses of counsel in-house counsel) to the Administrative Agent; provided that the Borrower shall only reimburse the reasonable fees, disbursements and other charges of one counsel to the Administrative Agent and the Lenders in connection with any amendment, restructuring or work-out of the Loan Documentseach Lender, (cd) to pay, indemnify, and hold the Agent and each Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (de) to pay, indemnify, and hold the Agent and each Lender Lender, their respective officers, directors, employees, affiliates, agents and the Administrative Agent controlling persons (each, an "indemnitee") harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documentsor the use of proceeds of the Loans, including, without limitation, any of the foregoing relating to the violation of, noncompliance with or liability under, under any Environmental Law applicable to the operations or properties of the Borrower, any of its Subsidiaries or any of their properties Subsidiaries, (all the foregoing in this clause (de), collectively, the "indemnified liabilities"), provided PROVIDED, that the Borrower shall have no obligation hereunder to the Administrative Agent or any Lender indemnitee with respect to indemnified liabilities arising to the extent such indemnified liabilities resulted from the gross negligence or willful misconduct of the Administrative Agent or any such Lenderindemnitee. The agreements in this subsection shall survive repayment of the Loans and all other amounts payable hereunderunder the Loan Documents.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, including the reasonable fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel to the Administrative Agent, and one additional local counsel per 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, (b) to pay or reimburse each Lender, the Issuing Lender and the Administrative Agent for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including, without limitation, including the reasonable fees and disbursements of counsel to each Lender and of counsel to the Administrative Agent; provided that the Borrower shall only reimburse the reasonable fees, disbursements and other charges of one counsel to the Administrative Agent Lenders and the Lenders in connection with any amendmentAdministrative Agent, restructuring or work-out of the Loan Documents, and (c) to pay, indemnify, and hold each Lender, the Issuing Lender and the Administrative Agent harmless fromAgent, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documentstheir respective affiliates, and their respective officers, directors, employees, agents, advisors and controlling persons (deach, an “Indemnitee”) to pay, indemnify, and hold each Lender and the Administrative Agent harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, includingincluding any claim, without limitationlitigation, 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, any of its Subsidiaries Group Member or any of their properties the Properties and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (d), collectively, the "indemnified liabilities"“Indemnified Liabilities”), provided provided, that the Borrower shall have no obligation hereunder to the Administrative Agent or any Lender Indemnitee with respect to indemnified liabilities arising Indemnified Liabilities to the extent such Indemnified Liabilities (i) are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee or (ii) arose out of, or in connection with, any proceeding that does not involve an act or omission by the Borrower or any Affiliate of the Borrower and that is brought by an Indemnitee against any other Indemnitee (except to the extent relating to such Indemnitee acting in an agency or other representative capacity hereunder). 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. 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 the Deputy Controller of the Borrower (telephone no. 000-000-0000; telecopy no. 703-265-3500), at 00000 XXX Xxx, X0XX00, Xxxxxx, XX 00000, with a copy to the Deputy General Counsel, Transactions of the Borrower (telephone no. 000-000-0000; telecopy no. 703-265-3500), at 00000 XXX Xxx, X0XX00, Xxxxxx, XX 00000, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent or any such LenderAgent. The agreements in this subsection 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 Bank for all its reasonable out-of-of- pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement Agreement, the Note and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable inspection fees, title insurance premiums, legal fees, brokerage fees, appraisal fees and disbursements of counsel to the Administrative Agenttravel expenses, (b) to pay or reimburse each Lender and the Administrative Agent Bank for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the Note and the other Loan Documents and any such other documentsDocuments, including, without limitation, the reasonable fees and disbursements of counsel to each Lender the Bank and of counsel to the Administrative Agent; provided that the Borrower shall only reimburse the reasonable fees, disbursements and other charges of one counsel to the Administrative Agent and the Lenders in connection with any amendment, restructuring or work-out of the Loan Documents, (c) to pay, indemnify, and hold each Lender and the Administrative Agent Bank harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents Note and any such other documents, and (d) to pay, indemnify, and hold each Lender and the Administrative Agent Bank harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the Note and any other Loan Documents and any such other documents, including, without limitation, any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries or any of their properties (all the foregoing in this clause (d)foregoing, collectively, the "indemnified liabilities"), provided that the Borrower shall have no obligation hereunder to the Administrative Agent or any Lender with respect to indemnified liabilities arising from the gross negligence or willful misconduct of the Administrative Agent or any such Lender. The agreements in this subsection shall survive repayment of the Loans Notes and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, including the reasonable fees and disbursements of counsel to the Administrative AgentAgent and filing and recording fees and expenses; provided, however, the Borrower shall only be liable for the fees and expenses of one counsel for the Arranger Parties, the Administrative Agent and the Lenders, collectively, from time to time, in connection with the preparation, execution, delivery and administration of this Agreement and the other Loan Documents, with statements with respect to the foregoing to be submitted to the Borrower prior to the Restatement Effective Date (in the case of amounts to be paid on the 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, (b) to pay or reimburse each Lender and the Administrative Agent for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including, without limitation, including the reasonable 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; provided that the Borrower shall only reimburse the reasonable fees, disbursements and other charges of one counsel to the Administrative Agent and the Lenders in connection with any amendment, restructuring or work-out of the Loan Documents, (c) to pay, indemnify, and hold each Lender Lender, Arranger Party and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documentsdocuments other than any Excluded Taxes, and (d) to pay, indemnify, and hold each Lender Lender, Arranger Party and the Administrative Agent and their respective officers, directors, employees, affiliates, agents and controlling persons (each, an “Indemnitee”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including, without limitation, including any of the foregoing relating to the use of proceeds of the Revolving Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, Borrower or any of its Subsidiaries or any of their properties and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against the Borrower under any Loan Document (all the foregoing in this clause (d), collectively, the "indemnified liabilities"“Indemnified Liabilities”), provided provided, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to AMERICAS 91255883 53 the extent such Indemnified Liabilities are found by a final, non-appealable judgment of a court of competent jurisdiction to arise from (i) the willful misconduct, bad faith or gross negligence of such Indemnitee, (ii) a material breach by such Indemnitee of its obligations hereunder or under the other Loan Documents or (iii) claims of one or more Indemnitees against another Indemnitee (other than claims against the Administrative Agent or the Arranger Parties in their capacities as such) and not involving any act or omission of the Borrower or its Subsidiaries or any of their Affiliates (or such person’s officers, directors, employees, advisors, agents or representatives). 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 that arise as a result of such Indemnitee’s status as a Lender or the Administrative Agent, or an officer, director, employee, affiliate, agent or controlling person thereof, with respect to indemnified liabilities arising 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 that such claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses are found by a final non-appealable judgment of a court of competent jurisdiction to arise 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 written demand therefor, and such demand shall set forth in reasonable detail the basis for and calculation of any such amounts claimed as owing by the Borrower. Statements payable by the Borrower pursuant to this Section 10.5 shall be submitted to 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 or any such LenderAgent. The agreements in this subsection Section 10.5 shall survive repayment of the Revolving Loans and all other amounts payable hereunderhereunder and the termination of this Agreement.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, including the reasonable fees and disbursements of counsel to the Administrative AgentAgent and filing and recording fees and expenses; provided, however, the Borrower shall only be liable for the fees and expenses of one counsel for the Arranger Parties, the Administrative Agent and the Lenders, collectively, from time to time, in connection with the preparation, execution, delivery and administration of this Agreement and the other Loan Documents, with statements with respect to the foregoing to be submitted to the Borrower prior to the Restatement Effective Date (in the case of amounts to be paid on the 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, (b) to pay or reimburse each Lender and the Administrative Agent for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including, without limitation, including the reasonable 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; provided that the Borrower shall only reimburse the reasonable fees, disbursements and other charges of one counsel to the Administrative Agent and the Lenders in connection with any amendment, restructuring or work-out of the Loan Documents, (c) to pay, indemnify, and hold each Lender Lender, Arranger Party and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documentsdocuments other than any Excluded Taxes, and (d) to pay, indemnify, and hold each Lender Lender, Arranger Party and the Administrative Agent and their respective officers, directors, employees, affiliates, agents and controlling persons (each, an “Indemnitee”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including, without limitation, including any of the foregoing relating to the use of proceeds of the Revolving Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, Borrower or any of its Subsidiaries or any of their properties and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against the Borrower under any Loan Document (all the foregoing in this clause (d), collectively, the "indemnified liabilities"“Indemnified Liabilities”), provided provided, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final, non-appealable judgment of a court of competent jurisdiction to arise from (i) the willful misconduct, bad faith or gross negligence of such Indemnitee, (ii) a material breach by such Indemnitee of its obligations hereunder or under the other Loan Documents or (iii) claims of one or more Indemnitees against another Indemnitee (other than claims against the Administrative Agent or the Arranger Parties in their capacities as such) and not involving any act or omission of the NEWYORK 9337884 Borrower or its Subsidiaries or any of their Affiliates (or such person’s officers, directors, employees, advisors, agents or representatives). 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 that arise as a result of such Indemnitee’s status as a Lender or the Administrative Agent, or an officer, director, employee, affiliate, agent or controlling person thereof, with respect to indemnified liabilities arising 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 that such claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses are found by a final non-appealable judgment of a court of competent jurisdiction to arise 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 written demand therefor, and such demand shall set forth in reasonable detail the basis for and calculation of any such amounts claimed as owing by the Borrower. Statements payable by the Borrower pursuant to this Section 10.5 shall be submitted to 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 or any such LenderAgent. The agreements in this subsection Section 10.5 shall survive repayment of the Revolving Loans and all other amounts payable hereunderhereunder and the termination of this Agreement.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent Lender for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, together with the reasonable fees and disbursements of counsel to the Administrative AgentLender, (b) to pay out-of-pocket expenses, including attorneys’ fees, incurred by a Lender in connection with the negotiation, preparation and execution of the Credit Documents, and reasonable expenses, including reasonable attorneys’ fees, in connection with any future amendments or modifications hereto, (c) to pay or reimburse each Lender and the Administrative Agent for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents Credit Agreement and any such other documentsCredit Documents, including, without limitation, the reasonable fees and disbursements of counsel to each Lender and (including reasonable allocated costs of counsel to the Administrative Agent; provided that the Borrower shall only reimburse the reasonable fees, disbursements and other charges of one counsel to the Administrative Agent and the Lenders in connection with any amendment, restructuring or workin-out of the Loan Documentshouse legal counsel), (cd) on demand, to pay, indemnify, and hold each Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Credit Documents and any such other documents, and (de) to pay, indemnify, and hold each Lender and the Administrative Agent its affiliates, officers, directors, shareholders, employees and agents harmless from and against against, any and all other claims, demands, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including reasonable attorneys’ fees) which Lender may incur or be subject to, directly or indirectly, with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Credit Documents and any such other documentsdocuments and the use, includingor proposed use, without limitation, any of proceeds of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries or any of their properties Loans (all the foregoing in this clause (d)foregoing, collectively, the "indemnified liabilities"“Indemnified Liabilities”); provided, provided however, that the Borrower Credit Parties shall not have no any obligation hereunder to the Administrative Agent or any Lender with respect to indemnified liabilities Indemnified Liabilities arising from (i) the gross negligence or willful misconduct of Lender, or (ii) the Administrative Agent or any such Lenderviolation by Lender of an express provision of the Credit Documents, if so determined by a final judgment of a court of competent jurisdiction. The agreements in this subsection Section 9.5 shall survive repayment of the Loans Loans, Note and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent and the Syndication Agent for all its their respective reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, including the reasonable fees and disbursements of one counsel to the Administrative AgentAgent and the Syndication Agent and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Borrower prior to the Closing Date (in the case of amounts to be paid on the Closing Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Administrative Agent shall deem appropriate, (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 documents, including, without limitation, including the reasonable and documented fees and disbursements of counsel to each Lender and of counsel to the Administrative Agent; provided that the Borrower shall only reimburse the reasonable fees, disbursements and other charges of one counsel to the Administrative Agent and the Lenders Lenders, one local and regulatory counsel in connection with any amendmentthe jurisdiction in which the Collateral is located, restructuring or work-out and one additional counsel in the event of a conflict between the Loan DocumentsAdministrative Agent and the Lenders, (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 other taxesrecording Taxes, if any, which that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender, the Issuing Lender and the Administrative Agent Agent, their respective affiliates, and their respective officers, directors, employees, agents, advisors and controlling persons (each, an “Indemnitee”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, includingincluding any claim, without limitationlitigation, 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 Revolving Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries Group Member or any of their properties the Properties and the reasonable fees and expenses of one legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (d), collectively, the "indemnified liabilities"“Indemnified Liabilities”), provided that the Borrower shall have no obligation hereunder to the Administrative Agent or any Lender Indemnitee with respect to indemnified liabilities Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee or the material breach of the Loan Documents by such Indemnitee, and provided, further, that this Section 10.5(d) shall not apply with respect to Taxes other than any Taxes that represent losses or damages arising from any non-Tax claim. Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to 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. 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 Xxxxxxx Xxxxxx (Telephone No. (000) 000-0000) (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 or any such LenderAgent. The agreements in this subsection Section 10.5 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 agrees agrees, on demand, to (a) to pay or reimburse the Administrative Agent Lender for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and of any amendment, supplement or modification to, this Agreement Loan Agreement, the Note and the other Loan Documents Operative Agreements and any other documents agreements prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, any and all reasonable collateral audit fees, and the reasonable fees and disbursements of counsel to the Administrative AgentLender, (b) to pay or reimburse each the Lender and the Administrative Agent for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Loan Agreement, the Note and the other Loan Documents and any such other documentsOperative Agreements, including, without limitation, the reasonable fees and disbursements of counsel to each the Lender and of counsel to the Administrative Agent; provided that the Borrower shall only reimburse the reasonable fees, disbursements and other charges of one counsel to the Administrative Agent and the Lenders in connection with any amendment, restructuring or work-out of the Loan Documents, (c) to pay, indemnify, and hold each the Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, any registration tax, stamp, excise duty and other taxessimilar taxes or duties, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Loan Agreement, the Note and the other Loan Documents and any such other documentsOperative Agreements, and (d) to pay, indemnify, and hold each the Lender and the Administrative Agent harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the extent arising from the execution, delivery, enforcement, performance delivery and administration of of, and the enforcement against the Borrower of, this Loan Agreement, the Note and the other Loan Documents and any such other documents, including, without limitation, any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries or any of their properties Operative Agreements (all the foregoing in this clause (d)foregoing, collectively, the "indemnified liabilities"), ; provided that the Borrower shall not have no any obligation hereunder to the Administrative Agent or any Lender with respect to indemnified liabilities arising from the gross negligence or willful misconduct of the Administrative Agent or any such Lender. The agreements in this subsection shall survive repayment Without limitation of the Loans generality of this Section 9.4(d), the Borrower shall pay on demand to the Lender any and all other amounts payable hereunder.necessary to indemnify the Lender from and against any and all indemnified liabilities relating to or resulting from any of the following:

Payment of Expenses and Taxes. The Borrower agrees Borrowers jointly and severally agree (a) to pay or reimburse the Administrative Agent for all its reasonable out-of-pocket costs Lender on the Funding Date a fee in the amount of $100,000; (b) to pay the Lender on the Funding Date and on each anniversary of the Funding Date the amount of $50,000 in respect of expenses incurred in connection with the development, preparation and the 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 general administration of the transactions contemplated hereby Credit Documents and therebyin addition, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent, (b) to pay or reimburse each the Lender and the Administrative Agent for all its reasonable costs and expenses incurred in connection with any amendment, supplement or modification to the Credit Documents, including the reasonable fees and disbursements of counsel to the Lender, (c) to pay or reimburse the Lender for all its costs and expenses incurred in connection with, and to pay, indemnify, and hold the 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 Agreementany Credit Document, the other Loan Documents and any such other documents, including, without limitation, the including reasonable fees and disbursements of counsel to each the Lender and of counsel to the Administrative Agent; provided that the Borrower shall only reimburse the reasonable fees, disbursements and other charges of one counsel to the Administrative Agent and the Lenders incurred in connection with any amendment, restructuring or work-out of the Loan Documentsforegoing, (cd) to pay, indemnify, and to hold each the Lender and the Administrative Agent harmless from, from any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes (other than withholding taxes), if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents any Credit Document and any such other documents, and (de) to pay, indemnify, and hold each the Lender and the Administrative Agent its respective Affiliates, officers and directors harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including reasonable fees and disbursements of counsel) which may be incurred by or asserted against the Lender or such Affiliates, officers or directors arising out of or in connection with respect any investigation, litigation or proceeding related to the execution, delivery, enforcement, performance and administration of this Agreement, the other Credit Documents, the proceeds of the Loan Documents 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 Lender or such other documentsAffiliates, includingofficers or directors is a party thereto, without limitation, including any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law environmental law or regulation applicable to the operations of the Borrower, a Borrower or any Subsidiary of its Subsidiaries a Borrower or any of their the facilities and properties owned, leased or operated by a Borrower or any Subsidiary of a Borrower (all the foregoing in this clause (d)foregoing, collectively, the "indemnified liabilitiesIndemnified Liabilities"), ; provided that the Borrower Borrowers shall have no obligation hereunder to the Administrative Agent or any Lender with respect to indemnified liabilities of the Lender or any of its respective Affiliates, officers and directors arising from (i) the gross negligence or willful misconduct of the Administrative Agent Lender or its directors or officers or (ii) legal proceedings commenced against the Lender by any security holder or creditor thereof arising out of and based upon rights afforded any such Lendersecurity holder or creditor solely in its capacity as such. The agreements in this subsection Section 9.04 shall survive repayment of the Loans Note and all other amounts documents payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees Borrowers agree (a) to pay or reimburse the Arranger and the Administrative Agent for all its their reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and 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 the syndication of the Revolving Credit Commitments), including, without limitation, including the reasonable fees fees, disbursements and disbursements other charges of one counsel to the Administrative Agent, (b) to pay or reimburse each Lender and the Administrative Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under under, or "workout" or restructuring of, this Agreement, the other Loan Documents Agreement and any such other documents, including, without limitation, including the reasonable fees fees, disbursements and disbursements other charges of counsel to each Lender and of counsel to the Administrative Agent; provided that the Borrower shall only reimburse the reasonable fees, disbursements and other charges of one counsel to the Administrative Agent and the Lenders in connection with any amendment, restructuring or work-out of the Loan Documents, (c) to pay, indemnify, defend and hold harmless each Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, which that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents Agreement and any such other documents, and (d) to pay, indemnify, defend and hold harmless each Lender Lender, the Arranger and the Administrative Agent harmless and their respective directors, officers, employees, trustee, agents and Affiliates (collectively, the "INDEMNITEES") from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including reasonable and documented fees, disbursements and other charges of counsel incurred in connection with respect any investigative, administrative or judicial proceeding commenced or threatened by any Person, whether or not any such Indemnitee shall be designated as a party or potential party thereto, and any fees or expenses incurred by any Indemnitee in enforcing this indemnity), whether direct, indirect or consequential, whether based on strict liability or negligence, and whether based on any federal, provincial or foreign laws, statutes, rules, regulations or guidelines (including Environmental Laws), common law, equity, contract or otherwise that may be imposed on, incurred by or asserted against any Indemnitee, in any manner arising out of or relating to (i) this Agreement and any other agreements or documents contemplated hereby or thereby, the other transactions contemplated hereby (including the execution, delivery, enforcement, performance and administration of this AgreementAgreement and the breach by either Borrower of, the other Loan Documents and any such other documents, including, without limitationor default by either Borrower under, any of the foregoing relating to provisions of this Agreement, (ii) the violation of, noncompliance non-compliance with or liability under, any Environmental Law applicable to the operations of the Borrower, either Borrower or any of its Subsidiaries or applicable to any of their properties the Real Estate, or (iii) any Environmental Claim or any Hazardous Materials relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, possession or control, or practice of, either Borrower or any of its Subsidiaries from time to time (all the foregoing in this clause (d), collectively, the "indemnified liabilitiesINDEMNIFIED LIABILITIES"), ; provided that the neither Borrower shall have no an obligation hereunder to the Administrative Agent or any Lender Indemnitee with respect to indemnified liabilities arising from the gross negligence or willful wilful misconduct of such Indemnitee as determined by a final judgment of a court of competent jurisdiction and provided further that neither Borrower shall have an obligation hereunder to any Indemnitee with respect to claims to the extent relating to disputes among the Lenders, any of the Arranger and/or the Administrative Agent or any such LenderAgent. The agreements in this subsection Section 12.5 shall survive repayment of the Revolving Credit Loans and all other amounts payable hereunder. Each of the Lenders, the Arranger and the Administrative Agent agree that any and all of their respective rights under this Agreement and any other agreements contemplated hereby and thereby, including recourse for any obligation or claim for any indemnification thereunder, is limited to recourse to each Borrower and its assets as contemplated hereby, and none of the direct or indirect limited partners, partners, shareholders, members of either Borrower or any of their respective employees, directors or officers shall have any obligations or liability, or be subject to any recourse, in respect of any such obligations or claims hereunder or thereunder.

Payment of Expenses and Taxes. The Borrower Company agrees (a) to pay or reimburse each Lender and the Administrative Agent for all its reasonable their out-of-pocket costs and expenses incurred in connection with the developmentpreparation, preparation execution and execution delivery of, and any amendment, restatement, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewithRelated Documents, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative AgentAgent and such Lenders, (b) to pay or reimburse each Lender and the Administrative Agent for all its reasonable their out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, Agreement or the other Loan Documents and any such other documentsRelated Documents, including, without limitation, the reasonable fees and disbursements of counsel to each Lender and of counsel to the Administrative Agent; provided that the Borrower shall only reimburse the reasonable fees, disbursements and other charges of one counsel to the Administrative Agent and the Lenders in connection with any amendment, restructuring or work-out of the Loan Documentsto each Lender, (c) to pay, indemnify, and indemnify and hold harmless each Lender Lender, the Agent and the Administrative Collateral Agent harmless fromfrom and against, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, documentary, stamp, excise and other taxes (other than income taxes), if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, Agreement or the other Loan Documents and any such other documentsRelated Documents, and (d) to pay, indemnify, and indemnify and hold harmless each Lender Lender, the Agent and the Administrative Collateral Agent harmless from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including, without limitation, reasonable fees and disbursements of counsel) or disbursements of any kind or nature whatsoever incurred with respect to the execution, delivery, enforcement, performance and administration of this Agreement, Agreement and the other Loan Related Documents and any such other documents, including, without limitation, any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries or any of their properties (all the foregoing in this clause (d)foregoing, collectively, the "indemnified liabilities"), provided that the Borrower Company shall have no obligation hereunder to the Administrative Agent, the Collateral Agent or any Lender with respect to indemnified liabilities arising from the gross negligence or willful misconduct of the Administrative Agent, the Collateral Agent or any such Lender. The agreements in this subsection Subsection 10.5 shall survive the repayment of the Loans and all other amounts payable hereunderObligations.

Payment of Expenses and Taxes. The Borrower agrees Borrowers jointly and severally agree (a) to pay or reimburse the Administrative each Agent for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation preparation, negotiation, execution, delivery and execution administration of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable and documented fees and disbursements of counsel to the Administrative AgentAgent (which shall be limited to one counsel per country), (bc) to pay or reimburse each Lender and the Administrative each Agent for all its reasonable documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including, without limitation, the reasonable documented fees and disbursements of counsel (excluding the allocated fees and expenses of in-house counsel) to each Lender and of counsel to the Administrative Agent; provided that Agent (including the Borrower shall only fees and expenses of Cadwalader, Xxxxxxxxxx & Xxxx LLP), (d) to pay or reimburse the reasonable feesAdministrative Agent for its documented costs and expenses incurred in connection with inspections performed pursuant to Section 7.9 and audits performed pursuant to Section 6.1(l), and any other due diligence performed in connection with the Credit Agreement and the other Loan Documents, including the documented fees and disbursements and other charges of one counsel to the Administrative Agent (including the fees and the Lenders in connection with any amendmentexpenses of Cadwalader, restructuring or work-out of the Loan DocumentsXxxxxxxxxx & Xxxx LLP), (ce) to pay, indemnify, and hold each Lender and the Administrative each Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent (including the determination of whether or not any such waiver or consent is required) under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (df) to pay, indemnify, and hold each Lender Lender, the Issuing Lenders and the Administrative Agent Agents, and each of their respective officers, employees, directors, trustees, agents, advisors, affiliates and controlling persons (each, an “Indemnitee”), harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents Documents, and any such other documents, including, without limitation, any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the BorrowerBorrowers, any of its Subsidiaries their Subsidiaries, or any of their properties the Properties (all the foregoing in this clause (d), collectively, the "indemnified liabilities"“Indemnified Liabilities”); provided that, provided that the Borrower Borrowers shall have no obligation hereunder to the Administrative Agent or any Lender Indemnitee with respect to indemnified liabilities arising Indemnified Liabilities (i) to the extent such Indemnified Liabilities are found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Administrative Agent such Indemnitee, or (ii) legal proceedings commenced against an Indemnitee by any security holder or creditor thereof arising out of and based upon rights afforded any such Lendersecurity holder or creditor solely in its capacity as such. The agreements in this subsection Section 11.6 shall survive repayment of the Loans Loans, Reimbursement Obligations and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees Credit Parties (jointly and severally) agree (a) to pay or reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation preparation, negotiation, printing and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, together with the reasonable fees and disbursements of counsel to the Administrative Agent, (b) to pay or reimburse each Lender Lender, the Swingline Lender, each Issuing Lender, and the Administrative Agent for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the Notes, the other Loan Documents Credit Documents, and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel (which may be separate counsel) to each Lender and of counsel to the Administrative Agent; provided that the Borrower shall only reimburse the reasonable fees, disbursements and other charges of one counsel to the Administrative Agent and the Lenders in connection with any amendment, restructuring or work-out of the Loan Documentsforegoing Persons (including reasonable allocated costs of in-house legal counsel), (c) on demand, to pay, indemnify, and hold each Lender Lender, the Swingline Lender, each Issuing Lender, and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Credit Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender Lender, the Swingline Lender, each Issuing Lender, and the Administrative Agent and their Affiliates harmless from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Credit Documents and any such other documentsdocuments and the use, includingor proposed use, without limitation, any of proceeds of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations Loans (all of the Borrower, any of its Subsidiaries or any of their properties (all the foregoing in this clause (d)foregoing, collectively, the "indemnified liabilities"); provided, provided however, that the Borrower shall not have no any obligation hereunder to the Administrative Agent or any Lender Lender, the Swingline Lender, or any Issuing Lender, with respect to indemnified liabilities arising from the gross negligence or willful misconduct of the Administrative Agent or any such LenderPerson, as determined by a court of competent jurisdiction. The agreements in this subsection Section 9.5 shall survive repayment or assignment of the Loans Loans, Notes and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent and Wachovia Capital Markets, LLC for all its their reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation preparation, negotiation, printing and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, thereby (including, without limitation, reasonable field examination expenses and charges), together with the reasonable fees and disbursements of counsel to the Administrative AgentAgent and Wachovia Capital Markets, LLC, (b) to pay or reimburse the Administrative Agent and Wachovia Capital Markets, LLC for all their reasonable out-of-pocket expenses incurred in connection with the arrangement and syndication of the facilities established by this Agreement, (c) to pay or reimburse each Lender and the Administrative Agent for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under under, or defense against any actions arising out of, this Agreement, the other Loan Documents Notes and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to each Lender and of counsel to the Administrative Agent; provided that the Borrower shall only reimburse the reasonable fees, disbursements and other charges of one counsel to the Administrative Agent and to the Lenders in connection with any amendment, restructuring or work(including reasonable allocated costs of in-out of the Loan Documentshouse legal counsel), (cd) on demand, to pay, indemnify, and hold each Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Credit Documents and any such other documents, and (de) to pay, indemnify, and hold each Lender and Lender, the Administrative Agent Agent, Wachovia Capital Markets, LLC and their Affiliates harmless from and against against, any and all other liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, (including, without limitation, any reasonable fees and disbursements of counsel to the Administrative Agent, the Lenders and Wachovia Capital Markets, LLC (including reasonable allocated costs of in-house legal counsel) and settlement costs), with respect to the enforcement of the foregoing relating to Credit Documents and the violation ofuse, noncompliance with or liability underproposed use, any Environmental Law applicable to the operations of proceeds of the Borrower, any of its Subsidiaries or any of their properties Loans (all of the foregoing in this clause (d)foregoing, collectively, the "indemnified liabilities"); provided, provided however, that the Borrower shall not have no any obligation hereunder to the Administrative Agent or any Lender with respect to indemnified liabilities arising from the gross negligence or willful misconduct of the Administrative Agent or any such Lender, as determined by a court of competent jurisdiction. The agreements in this subsection Section 9.5 shall survive repayment of the Loans Loans, Notes and all other amounts payable hereunder.

Payment of Expenses and Taxes. The U.S. Borrower agrees (a) to pay or reimburse the Administrative Agent, the Arrangers and the Canadian Administrative Agent for all its their reasonable out-of-pocket costs and expenses incurred in connection with the development, negotiation, preparation and execution of, and any amendment, supplement or modification to, this Agreement and of 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, without limitation, the reasonable fees and disbursements of one counsel to the Administrative Agent, the Arrangers and the Canadian Administrative Agent in each relevant jurisdiction (all of the foregoing being subject in the case of the Arrangers to the terms of the Assignment Letter Agreement dated as of July 3, 2003, among CSFB, Credit Suisse First Boston LLC, Deutsche Bank AG Cayman Islands Branch, Deutsche Bank Securities Inc. and the U.S. Borrower), (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 and the Canadian 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 Arrangers, the Canadian Administrative Agent, the Issuing Lender and each Lender for all its reasonable their costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreementwith, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to each Lender and of counsel to the Administrative Agent; provided that the Borrower shall only reimburse the reasonable fees, disbursements and other charges of one counsel to the Administrative Agent and the Lenders in connection with any amendment, restructuring or work-out of the Loan Documents, (c) to pay, indemnify, and hold the Administrative Agent, the Arrangers, the Canadian Administrative Agent, the Issuing Lender and each Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and the Administrative Agent harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever arising out of or in connection with, the enforcement or preservation of any rights under any Credit Document and any such other documents, including, without limitation, reasonable fees and disbursements of one counsel in each relevant jurisdiction to the Administrative Agent incurred in connection with the foregoing and in connection with advising the Administrative Agent with respect to its rights and responsibilities under this Agreement and the executiondocumentation relating thereto, deliveryand, enforcementat any time after and during the continuance of an Event of Default, performance one counsel in each relevant jurisdiction to the Lenders, (d) to pay, indemnify, and administration to hold each Administrative Agent, the Arrangers and each Lender harmless from any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay (other than to the extent attributable to such Administrative Agent, Arranger or Lender) in paying, stamp, excise and other similar taxes (other than withholding taxes), if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, any Credit Document and any such other documents, and (e) to pay, indemnify, and hold the Administrative Agent, the Arrangers, the Canadian Administrative Agent, the Issuing Lender and each Lender and their respective Affiliates, officers, directors and trustees harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including, without limitation, reasonable fees and disbursements of counsel) which may be incurred by or asserted against the Administrative Agent, the Arrangers, the Canadian Administrative Agent, the Issuing Lender or the Lenders or such Affiliates, officers, directors or trustees (x) arising out of or in connection with any investigation, litigation or proceeding related to this Agreement, the other 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 Arrangers, the Canadian Administrative Agent, the Issuing Lender or any of the Lenders or such other documentsAffiliates, officers, directors or trustees is a party thereto, including, without limitation, any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to Holdings, the operations of the U.S. Borrower, any of its Subsidiaries or any of their the facilities and properties owned, leased or operated by Holdings, the U.S. Borrower or any of its Subsidiaries, or (y) without limiting the generality of the foregoing, by reason of or in connection with the execution and delivery or transfer of, or payment or failure to make payments under, Letters of Credit (it being agreed that nothing in this subsection 12.5(d)(y) is intended to limit the U.S. Borrower's obligations pursuant to subsection 3.8) (all the foregoing in this clause (d)foregoing, collectively, the "indemnified liabilities"), ; provided that the U.S. Borrower shall have no obligation hereunder to the Administrative Agent or any Lender with respect to indemnified liabilities of the Administrative Agent, the Arrangers, the Canadian Administrative Agent, the Issuing Lender or any Lender or any of their respective Affiliates, officers, directors and trustees arising from (i) the gross negligence or willful misconduct of, or material breach of its obligations under this Agreement and the other Credit Documents by, the person seeking indemnification (to the extent so determined in the final judgment of a court of competent jurisdiction) or (ii) legal proceedings commenced against the Administrative Agent, the Arrangers, the Canadian Administrative Agent, the Issuing Lender or Lender by any security holder or creditor thereof arising out of and based upon rights afforded any such security holder or creditor solely in its capacity as such or (iii) legal proceedings commenced against the 124 Administrative Agent, the Arrangers, the Canadian Administrative Agent, the Issuing Lender or any such Lender by any Transferee (as defined in subsection 12.6). Without limiting the foregoing, and to the extent permitted by applicable law, each of Holdings and the U.S. Borrower agrees not to assert, and hereby waives (and shall cause their respective Subsidiaries not to assert and to waive) all rights for contribution or any other rights of recovery with respect to all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, under or related to Environmental Laws, that any of them might have by statute or otherwise against the Administrative Agent, the Arrangers, the Canadian Administrative Agent, the Issuing Lender or any Lender, except to the extent any of the foregoing (i) arise as a result of the gross negligence of wilful misconduct of the Administrative Agent Agent, the Arrangers, the Canadian Administrative Agent, the Issuing Lender or any Lender (to the extent so determined in the final judgment of a court of competent jurisdiction) or (ii) relate to any violation of Environmental Laws that first occurred on or with respect to any real property after such Lenderreal property has been transferred to the Applicable Administrative Agent by foreclosure, sale, deed in lieu of foreclosure or other similar transfer. The agreements in this subsection 12.5 shall survive 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 Documentation Agent and the Arranger for all its their reasonable out-of-pocket costs and expenses incurred in connection with the development, negotiation, preparation and execution of, and any amendment, supplement or modification to, this Agreement and of 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, without limitation, the reasonable fees and disbursements of one counsel to the Administrative Agent, the Documentation Agent and the Arranger (b) to pay or reimburse 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 Documentation Agent, the Arranger, the Issuing Lender and each Lender for all its reasonable their costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreementwith, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to each Lender and of counsel to the Administrative Agent; provided that the Borrower shall only reimburse the reasonable fees, disbursements and other charges of one counsel to the Administrative Agent and the Lenders in connection with any amendment, restructuring or work-out of the Loan Documents, (c) to pay, indemnify, and hold the Administrative Agent, the Documentation Agent, the Arranger, the Issuing Bank and each Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and the Administrative Agent harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever arising out of or in connection with, the enforcement or preservation of any rights under any Credit Document and any such other documents, including, without limitation, reasonable fees and disbursements of counsel to the Administrative Agent, the Arranger and each Lender incurred in connection with the foregoing and in connection with advising the Administrative Agent with respect to its rights and responsibilities under this Agreement and the executiondocumentation relating thereto, delivery(d) to pay, enforcementindemnify, performance and administration to hold the Administrative Agent, the Documentation Agent, the Arranger and each Lender harmless from any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes (other than withholding taxes), if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, any Credit Document and any such other documents, and (e) to pay, indemnify, and hold the Administrative Agent, the Documentation Agent, the Arranger, the Issuing Bank and each Lender and their respective Affiliates, officers, directors and trustees harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including, without limitation, reasonable fees and disbursements of counsel) which may be incurred by or asserted against the Administrative Agent, the Documentation Agent, the Arranger, the Issuing Bank or the Lenders or such Affiliates, officers, directors or trustees (x) arising out of or in connection with any investigation, litigation or proceeding related to this Agreement, the other Loan Documents Credit Documents, the proceeds of the Loans or the Subordinated Debt and the transactions contemplated by or in respect of such use of proceeds, or any of the other transactions contemplated hereby, whether or not the Administrative Agent, the Documentation Agent, the Arranger, the Issuing Bank or any of the Lenders or such other documentsAffiliates, officers, directors or trustees is a party thereto, including, without limitation, any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the BorrowerCompany, any of its Subsidiaries or any of their the facilities and properties owned, leased or operated by the Company or any of its Subsidiaries, or (y) without limiting the generality of the foregoing, by reason of or in connection with the execution and delivery or transfer of, or payment or failure to make payments under, Letters of Credit (it being agreed that nothing in this subsection 11.5(d)(y) is intended to limit the Company's obligations pursuant to subsection 3.8) (all the foregoing in this clause (d)foregoing, collectively, the "indemnified liabilities"), provided that the Borrower Company shall have no obligation hereunder to the Administrative Agent or any Lender with respect to indemnified liabilities of the Administrative Agent, the Documentation Agent, the Arranger, the Issuing Bank or any Lender or any of their respective Affiliates, officers, directors and trustees arising from (i) the gross negligence or willful misconduct of the person seeking indemnification or (ii) legal proceedings commenced against the Administrative Agent Agent, the Documentation Agent, the Arranger, the Issuing Bank or Lender by any security holder or creditor thereof arising out of and based upon rights afforded any such security holder or creditor solely in its capacity as such or (iii) legal proceedings commenced against the Administrative Agent, the Documentation Agent, the Arranger, the Issuing Bank or any such Lender by any Transferee (as defined in subsection 11.6). Without limiting the foregoing, and to the extent permitted by applicable law, the Company agrees not to assert, and hereby waives (and shall cause the Subsidiaries not to assert and to waive) all rights for contribution or any other rights of recovery with respect to all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, under or related to Environmental Laws, that any of them might have by statute or otherwise against the Administrative Agent, the Documentation Agent, the Arranger, the Issuing Lender or any Lender. The agreements in this subsection 11.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower Company agrees (a) to pay or reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses and internally allocated charges and reasonable fees incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, 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 therebythereby and the syndication of the credit facilities contained herein, including, without limitation, the reasonable fees fees, charges and disbursements of counsel (including any local or special counsel) to the Administrative Agent and of any professionals or consultants acting on behalf of the Administrative Agent in connection with any audit or other review of the business, assets or financial condition of the Loan Parties (including any examination of Accounts, Inventory or other Collateral), (b) to pay or reimburse the Administrative Agent for all its reasonable costs and expenses incurred in connection with any amendment, supplement or other modification to this Agreement, any other Loan Documents or any other documents prepared in connection herewith or therewith, including, without limitation, reasonable fees, charges and disbursements of counsel to the Administrative Agent, (bc) to pay or reimburse each Lender and the Administrative Agent for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents Documents, the Letters of Credit, and any such other documentsdocuments prepared in connection herewith or therewith, including, without limitation, the reasonable fees fees, charges and disbursements of counsel to each Lender and of counsel to the Administrative Agent; provided that the Borrower shall only reimburse the reasonable fees, disbursements and other charges of one counsel to the Administrative Agent and to each Lender (including the Lenders in connection with reasonable allocated costs of in-house counsel for any amendment, restructuring or work-out of the Loan DocumentsLender), (cd) to pay, indemnifyindemnify each Lender and the Administrative Agent against, and hold each Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documentsdocuments prepared in connection herewith or therewith, and (de) to pay, indemnify, and indemnify and hold harmless each Lender and the Administrative Agent harmless and their respective officers, directors, employees, affiliates, agents and controlling persons (each, an "indemnitee") from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or expenses, charges and disbursements of any kind or nature whatsoever (including, without limitation, reasonable fees, charges and disbursements of counsel to such indemnitee) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, includingor the use of the proceeds of the Loans or the loans made pursuant to the Existing Credit Agreement, without limitationor any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any indemnitee is a party thereto or whether any such claim, litigation, investigation or proceeding is brought by the Company or by any other Person, and to reimburse each indemnitee upon demand for any legal or other reasonable expenses incurred in connection with investigating or defending any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries or any of their properties (all the foregoing in this clause (d)foregoing, collectively, the "indemnified liabilities"), ; provided that the Borrower Company shall have no obligation hereunder to the Administrative Agent or any Lender indemnitee with respect to indemnified liabilities arising to the extent such indemnified liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted primarily from the gross negligence or willful misconduct of the Administrative Agent or any such Lenderindemnitee. The agreements in this subsection Section shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent and each Lead Arranger for all its their reasonable out-of-pocket costs and expenses incurred in connection with the development, negotiation, preparation and execution and completion of, and any amendment, supplement or modification to, this Agreement and Agreement, the other Loan Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees fees, disbursements and disbursements other charges of counsel to the Administrative AgentAgent and each Lead Arranger and any value added tax or other similar tax thereon, (b) to pay or reimburse each Lender and the Administrative Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Credit Documents and any such other documents, including, without limitation, the reasonable fees fees, disbursements and disbursements other charges of counsel to each Lender and of counsel to the Administrative Agent; provided that the Borrower shall only reimburse the reasonable fees, disbursements and other charges of one counsel to the Administrative Agent and the Lenders in connection with any amendment, restructuring value added tax or work-out of the Loan Documentsother similar tax thereon, (c) to pay, indemnify, and hold harmless each Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise excise, value added and other similar taxes, if any, which that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, restatement, supplement or modification of, or any waiver or consent or suspension of rights under or in respect of, this Agreement, the other Loan Credit Documents and any such other documents, and (d) to pay, indemnify, and hold harmless each Lender and the Administrative Agent harmless and their respective directors, officers, employees, trustees and agents 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 whatsoever, including, without limitation, reasonable and documented fees, disbursements and other charges of counsel (and any value added tax or similar tax thereon), with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Credit Documents and the transaction contemplated thereunder and any such other documents, documents including, without limitation, any of the foregoing relating to the use of the Loans and other proceeds received by the Borrower hereunder and thereunder, or to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries or any of their properties respective property (all the foregoing in this clause (d), collectively, the "indemnified liabilities"), ; provided that the Borrower shall have no obligation hereunder to the Administrative Agent or any Lender nor any of their respective directors, officers, employees, trustees and agents with respect to indemnified liabilities arising from (i) the gross negligence or willful wilful misconduct of the party to be indemnified or (ii) disputes among the Administrative Agent or any such LenderAgent, the Lenders and/or their transferees. The agreements in this subsection Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder. The Borrower agrees that, without the prior written consent of Credit Suisse First Boston, UBS Loan Finance LLC, UBS Securities LLC or Xxxxxxx Xxxxx Credit Partners L.P., as the case may be, it will not settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding in respect of which indemnification could be sought under the indemnification provisions of this Agreement (whether or not any of the Lead Arrangers or any other Person entitled to indemnification under this Section 13.5 is an actual or potential party to such claim, action or proceeding), unless such settlement, compromise or consent includes an unconditional release of each Person entitled to indemnification under this Section 13.5 from all liability arising out of such claim, action or proceeding.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent for all its reasonable out-of-pocket costs fees, charges and expenses disbursements of counsel incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents or the amendment, modification or waiver thereof and any other documents prepared all reasonable and documented out-of-pocket expenses of the Administrative Agent incurred in connection herewith with any amendment, modification or therewith, waiver with respect to this Agreement and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agentother Loan Documents, (b) to pay or reimburse each Lender and the Administrative Agent for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this AgreementAgreement (including, without limitation, this subsection), the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel (including, without limitation, the non-duplicative documented allocated cost of in-house counsel) to each Lender and of counsel to the Administrative Agent; provided that the Borrower shall only reimburse the reasonable fees, disbursements and other charges of one counsel to the Administrative Agent and the Lenders in connection with any amendment, restructuring or work-out of the Loan Documents, (c) to pay, indemnify, and hold harmless each Lender and Lender, the Administrative Agent harmless Agent, their respective affiliates and their respective officers, directors, employees, agents and advisors (each, an "Indemnitee") from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold harmless each Lender and the Administrative Agent harmless Indemnitee from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including, without limitation, reasonable legal fees) with respect to the execution, delivery, enforcement, performance and administration of this AgreementAgreement (including, without limitation, this subsection), the other Loan Documents and any such other documents, including, without limitation, any investigative, administrative or judicial proceeding relating to the foregoing or any of the foregoing relating to any actual or proposed use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrowereither Obligor, any of its their Subsidiaries or any of their properties the Properties or arising out of the Commitments (all the foregoing in this clause (d), collectively, the "indemnified liabilities"), provided that the Borrower shall have no obligation hereunder to the Administrative Agent or any Lender Indemnitee with respect to indemnified liabilities arising from the gross negligence or willful misconduct of the Administrative Agent or any such LenderIndemnitee. The agreements Borrower waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this subsection shall survive repayment of the Loans and all other amounts payable hereunder.Section any special, exemplary, punitive or consequential CREDIT AGREEMENT

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent, (b) to pay or reimburse each Lender and the Administrative Agent for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and of counsel to the Administrative Agent; provided , provided, that in connection with any workout or restructuring, the Borrower shall only reimburse pay the reasonable fees, fees and disbursements and other charges of one counsel to for the Administrative Agent and the Lenders in connection with any amendment, restructuring or work-out of the Loan Documentspursuant to this clause (b), (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 other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and the Administrative Agent harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including, without limitation, any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries or any of their properties the Properties (all the foregoing in this clause (d), collectively, the "indemnified liabilities"), provided that the Borrower shall have no obligation hereunder to the Administrative Agent or any Lender with respect to indemnified liabilities arising from the gross negligence or willful misconduct of the Administrative Agent or any such Lender. The agreements in this subsection shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses reasonably incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees fees, disbursements and disbursements other reasonable charges of counsel to the Administrative Agent, (b) to pay or reimburse each Lender and the Administrative Agent for all its reasonable costs and expenses reasonably incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to each Lender and of counsel to the Administrative Agent; provided that the Borrower shall only reimburse the reasonable fees, disbursements and other reasonable charges of one counsel to the Administrative Agent and to the several Lenders (other than those incurred in connection with any amendmentthe compliance by the relevant Lender with the provisions of subsection 2.18(a)), restructuring or work-out of the Loan Documents, and (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 by the Borrower in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and the Administrative Agent harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, reasonable expenses or disbursements of any kind or nature whatsoever (it being understood that this shall not include the fees and disbursements of counsel to any of the Lenders (other than Chase) in connection with (i) their review of this Agreement prior to the Closing Date or (ii) prior to the occurrence of a Default or an Event of Default, any amendment or waiver to this Agreement or any assignment to another Lender pursuant to the terms hereof) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including, without limitation, any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries or any of their properties Agreement (all the foregoing in this clause (d), collectively, the "“indemnified liabilities"”), ; provided that the Borrower shall have no obligation hereunder to the Administrative Agent or any Lender with respect to indemnified liabilities arising from the gross negligence or willful misconduct of the Administrative Agent or any such Lender. The agreements in this subsection 9.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and any Notes and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent, (b) to pay or reimburse each Lender and the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, any Notes, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to each Lender the 121 116 Administrative Agent and, at any time after and during the continuance of counsel to the Administrative Agent; provided that the Borrower shall only reimburse the reasonable feesan Event of Default, disbursements and other charges of one counsel to the Administrative Agent each Lender, and the Lenders in connection with any amendment, restructuring or work-out of the Loan Documents, (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 other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any Notes, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and the Administrative Agent their respective officers, directors, employees, agents and controlling persons harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, any Notes, the other Loan Documents, the Transaction Documents, the Acquisition Documents, the Camden Acquisition Documents or the use of the proceeds of the Loans in connection with the Transactions, the Acquisition and/or the Camden Acquisition and any such other documents, including, without limitation, any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries or any of their properties documents (all the foregoing in this clause (d), collectively, the "indemnified liabilities"), provided that the Borrower shall have no obligation hereunder to the Administrative Agent or any Lender or their respective officers, directors, employees, agents and controlling persons with respect to indemnified liabilities arising from the gross negligence or willful misconduct of the Administrative Agent or any such Lender, as the case may be, or, in the case of indemnified liabilities arising under this Agreement, any Notes and the other Loan Documents, from material breach by the Administrative Agent or such Lender, as the case may be, or its respective officers, directors, employees, agents and controlling persons of this Agreement, any Notes or the other Loan Documents, as the case may be. The agreements in this subsection shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees Credit Parties jointly and severally agree (a) to pay or reimburse the Administrative Agent and the Lead Arrangers for all its their reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation preparation, negotiation, printing and execution of, and any amendment, supplement or modification to, this Agreement and Credit Agreement, the other Loan Documents Credit Documents, the Fee Letter and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, together with the reasonable fees and disbursements of one outside counsel to the Administrative AgentAgent and the Lead Arrangers, (b) to pay or reimburse each Lender and the Administrative Agent for all its of their respective reasonable out-of-pockets costs and expenses incurred in connection with the enforcement or preservation of any rights under this Credit Agreement, the other Loan Credit Documents and any such other documentsthe Fee Letter, including, without limitation, the reasonable fees and disbursements of counsel to each Lender and of counsel to the Administrative Agent; provided that the Borrower shall only reimburse the reasonable fees, disbursements and other charges of one outside counsel to the Administrative Agent and the Lenders in connection with any amendment, restructuring or work-out to each of the Loan DocumentsLenders, provided that, absent dissension among the Lenders, or the Administrative Agent and the Lenders, the Borrower shall only be required to reimburse the Administrative Agent, the Lead Arrangers and each Lender, in the aggregate, for one outside law firm, (c) on demand, to pay, indemnify, and hold each Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay by the Borrower in paying, stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreementthe Credit Documents, the other Loan Documents Fee Letter and any such other documents, (d) to pay or reimburse each Lender and the Administrative Agent for any reasonable out-of-pocket costs, fees or expenses incurred in connection with any investigation (including, without limitation, background checks) performed to determine whether the Borrower or any of its Subsidiaries or any officer, director, shareholder or Affiliate of the Borrower or any of its Subsidiaries has violated any Anti-Terrorism Laws or other similar law and (de) to pay, indemnify, and hold each Lender and the Administrative Agent and their Affiliates harmless from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs (including, without limitation, settlement costs), expenses or disbursements of any kind or nature whatsoever from third party claims (other than claims by taxing authorities) with respect to the execution, delivery, enforcement, performance and administration of this Agreementthe Credit Documents, the other Loan Documents Fee Letter and any such other documentsdocuments and the use, includingor proposed use, without limitation, any of proceeds of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations Loans (all of the Borrower, any of its Subsidiaries or any of their properties (all the foregoing in this clause (d)foregoing, collectively, the "indemnified liabilities"“Indemnified Liabilities”); provided, provided however, that the Borrower shall not have no any obligation hereunder to the Administrative Agent or any Lender with respect to indemnified liabilities Indemnified Liabilities arising from the gross negligence or willful misconduct of the Administrative Agent or any such Lender, as determined by a court of competent jurisdiction pursuant to a final non-appealable judgment. The agreements in this subsection Section 10.5 shall survive repayment of the Loans Loans, Notes and all other amounts payable hereunderCredit Party Obligations.

Payment of Expenses and Taxes. The Except with respect to taxes (which shall be governed exclusively by Section 2.15), the Borrower agrees (a) to pay or reimburse the Administrative Agent for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, including the reasonable and documented fees and disbursements of counsel to the Administrative AgentAgent and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Borrower prior to the Closing Date (in the case of amounts to be paid on the Closing Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Administrative Agent shall deem appropriate, (b) to pay or reimburse each Lender, Issuing Lender and the Administrative Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including, without limitation, including the reasonable and documented fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and of counsel to the Administrative Agent; provided that the Borrower shall only reimburse the reasonable fees, disbursements and other charges of one counsel to the Administrative Agent and the Lenders in connection with any amendment, restructuring or work-out of the Loan Documents, (c) to pay, indemnify, and hold each Lender, Issuing Lender and the Administrative Agent harmless fromand their respective officers, any directors, employees, affiliates, agents and all recording and filing fees and any and all liabilities with respect tocontrolling persons (each, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (dan “Indemnitee”) to pay, indemnify, and hold each Lender and the Administrative Agent harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to or arising out of 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 or whether any such matter is initiated by a third party, includingthe Borrower, without limitationany 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, any of its Subsidiaries Group Member or any of their properties the Properties and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (dc), collectively, the "indemnified liabilities"“Indemnified Liabilities”), ; provided that the Borrower shall have no obligation hereunder to the Administrative Agent or any Lender Indemnitee with respect to indemnified liabilities arising Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and non-appealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such 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 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 ten (10) Business Days after written demand therefor. Statements payable by the Borrower pursuant to this Section 10.5 shall be submitted to Xxxxxxx X. Xxxxxx (Telecopy No. 617-224-9910), 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 or any such LenderAgent. The agreements in this subsection Section 10.5 shall survive 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 Lead Arrangers and the Syndication Agent for all its their reasonable out-of-pocket costs and expenses incurred in connection with the development, negotiation, preparation and execution of, and any amendment, supplement or modification to, this Agreement and of 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, without limitation, the reasonable fees and disbursements of one counsel (in addition to any local or special counsel reasonably requested) to the Administrative Agent, the Lead Arrangers and the Syndication Agent, (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 Lead Arrangers, the Syndication Agent, the Issuing Lender and each Lender for all its reasonable their costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreementwith, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to each Lender and of counsel to the Administrative Agent; provided that the Borrower shall only reimburse the reasonable fees, disbursements and other charges of one counsel to the Administrative Agent and the Lenders in connection with any amendment, restructuring or work-out of the Loan Documents, (c) to pay, indemnify, and hold the Administrative Agent, the Lead Arrangers, the Syndication Agent, the Issuing Lender and each Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and the Administrative Agent harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever arising out of or in connection with, the enforcement or preservation of any rights under any Credit Document and any such other documents or any foreclosure, collection or bankruptcy proceedings in respect thereof, including, without limitation, reasonable fees and disbursements of counsel to the Administrative Agent, the Lead Arrangers, the Syndication Agent, and each Lender incurred in connection with the foregoing and in connection with advising the Administrative Agent with respect to its rights and responsibilities under this Agreement and the executiondocumentation relating thereto, delivery(d) to pay, enforcementindemnify, performance and administration to hold the Administrative Agent, the Syndication Agent, the Lead Arrangers and each Lender harmless from any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes (other than withholding taxes), if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, any Credit Document and any such other documents, and (e) to pay, indemnify, and hold the Administrative Agent, the Syndication Agent, the Lead Arrangers, the Issuing Lender and each Lender and their respective Affiliates, officers, employees, directors and trustees harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including, without limitation, reasonable fees and disbursements of counsel) which may be incurred by or asserted against the Administrative Agent, the Syndication Agent, the Lead Arrangers, the Issuing Lender or the Lenders or such Affiliates, officers, directors or trustees (x) arising out of or in connection with any investigation, litigation or proceeding related to this Agreement, the other 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 Arrangers, the Issuing Lender or any of the Lenders or such other documentsAffiliates, officers, directors or trustees is a party thereto, including, without limitation, any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the BorrowerCompany, any of its Subsidiaries or any of their the facilities and properties owned, leased or operated by the Company or any of its Subsidiaries, or (y) without limiting the generality of the foregoing, by reason of or in connection with the execution and delivery or transfer of, or payment or failure to make payments under, Letters of Credit (it being agreed that nothing in this subsection 11.5(e)(y) is intended to limit the Company’s obligations pursuant to subsection 3.8) (all the foregoing in this clause (d)foregoing, collectively, the "“indemnified liabilities"”), provided that the Borrower Company shall have no obligation hereunder to the Administrative Agent or any Lender with respect to indemnified liabilities of the Administrative Agent, the Syndication Agent, the Lead Arrangers, the Issuing Lender or any Lender or any of their respective Affiliates, officers, directors and trustees arising from (i) the gross negligence or willful misconduct of the person seeking indemnification or (ii) legal proceedings commenced against the Administrative Agent Agent, the Syndication Agent, the Lead Arrangers, the Issuing Lender or any Lender by any security holder or creditor thereof arising out of and based upon rights afforded any such security holder or creditor solely in its capacity as such or (iii) legal proceedings commenced against the Administrative Agent, the Syndication Agent, the Arrangers or any Lender by any Transferee (as defined in subsection 11.6(f)) thereof. Without limiting the foregoing, and to the extent permitted by applicable law, the Company agrees not to assert, and hereby waives (and shall cause the Subsidiaries not to assert and to waive) all rights for contribution or any other rights of recovery with respect to all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, under or related to Environmental Laws, that any of them might have by statute or otherwise against the Administrative Agent, the Syndication Agent, the Lead Arrangers, the Issuing Lender or any Lender. The agreements in this subsection 11.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent for all its reasonable out-of-pocket costs fees, charges and expenses disbursements of counsel incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents or the amendment, modification or waiver thereof and any other documents prepared all reasonable and documented out-of-pocket expenses of the Administrative Agent incurred in connection herewith with any amendment, modification or therewith, waiver with respect to this Agreement and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agentother Loan Documents, (b) to pay or reimburse each Lender and the Administrative Agent for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this AgreementAgreement (including, without limitation, this subsection), the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel (including, without limitation, the non-duplicative documented allocated cost of in-house counsel) to each Lender and of counsel to the Administrative Agent; provided that the Borrower shall only reimburse the reasonable fees, disbursements and other charges of one counsel to the Administrative Agent and the Lenders in connection with any amendment, restructuring or work-out of the Loan Documents, (c) to pay, indemnify, and hold harmless each Lender and Lender, the Administrative Agent harmless Agent, their respective affiliates and their respective officers, directors, employees, agents and advisors (each, an "Indemnitee") from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold harmless each Lender and the Administrative Agent harmless Indemnitee from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including, without limitation, reasonable legal fees) with respect to the execution, delivery, enforcement, performance and administration of this AgreementAgreement (including, without limitation, this subsection), the other Loan Documents and any such other documents, including, without limitation, any investigative, administrative or judicial proceeding relating to the foregoing or any of the foregoing relating to any actual or proposed use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the BorrowerInternational or Inc., any of its their Subsidiaries or any of their properties the Properties or arising out of the Commitments (all the foregoing in this clause (d), collectively, the "indemnified liabilities"), provided that the Borrower shall have no obligation hereunder to the Administrative Agent or any Lender Indemnitee with respect to indemnified liabilities arising from the gross negligence or willful misconduct of such Indemnitee. The Borrower waives, to the Administrative Agent maximum extent not prohibited by law, any right it may have to claim or recover in any such Lenderlegal action or proceeding referred to in this Section any special, exemplary, punitive or consequential damages. The agreements in this subsection shall survive repayment of the Loans and all other amounts payable hereunder.. CREDIT AGREEMENT

Payment of Expenses and Taxes. The Borrower TMP agrees (a) to pay or reimburse the Administrative Agent on demand for all its reasonable out-of-pocket costs and expenses incurred in connection with the administration, development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, including the reasonable fees and disbursements of counsel to the Administrative AgentAgent and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to TMP prior to the Closing Date (in the case of amounts to be paid on the Closing Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Administrative Agent shall deem appropriate, (b) to pay or reimburse each Lender and the Administrative Agent for all its reasonable costs and reasonable 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, without limitation, including the reasonable fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and of counsel to such Agent, provided that, the Administrative Agent; provided that the Borrower fees and disbursements of counsel to any such Lender shall only reimburse the reasonable fees, disbursements and other charges of one counsel be paid or reimbursed to the Administrative Agent and the Lenders extent incurred in connection with any amendment, restructuring a Default or work-out an Event of the Loan DocumentsDefault, (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 other similar taxes, if any, which that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, (d) to pay or reimburse the Issuing Lender and each Lender for all its reasonable out-of-pocket costs and expenses incurred in connection with the conversion of any Letter of Credit denominated in a Foreign Currency or any Foreign Currency pursuant to the terms of this Agreement, and (de) to pay, indemnify, and hold each Lender and the Administrative Agent and their respective officers, directors, employees, affiliates, agents, trustees, advisors and controlling persons (each, an “Indemnitee”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including, without limitation, 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, any of its Subsidiaries Borrower or any of their properties the Properties and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (de), collectively, the "indemnified liabilities"“Indemnified Liabilities”), provided provided, that the Borrower TMP shall have no obligation hereunder to the Administrative Agent or any Lender Indemnitee with respect to indemnified liabilities arising Indemnified Liabilities of such Indemnitee to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee. Without limiting the foregoing, and to the extent permitted by applicable law, 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 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 11.5 shall be payable not later than twenty days after written demand therefor. Statements payable by TMP pursuant to this Section 11.5 shall be submitted to Xxxxx Xxxxxxx (Telephone No. 000-000-0000) (Telecopy No. 917-256-8506), at the address of TMP set forth in Section 11.2, or to such other Person or address as may be hereafter designated by TMP in a written notice to the Administrative Agent or any such LenderAgent. The agreements in this subsection Section 11.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent and the Security Trustee for all its reasonable out-of-pocket costs and expenses incurred in connection with the developmentpreparation, preparation negotiation, printing and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Credit Documents and any other documents prepared in connection herewith or therewiththerewith (including, without limitation, appraisals and other professional services, if any), and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, together with the reasonable fees and disbursements of counsel to the Administrative AgentAgent and the Security Trustee, (b) to pay or reimburse each Lender and Lender, the Administrative Agent and the Security Trustee for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents Notes and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to each Lender and of counsel to the Administrative Agent; provided that the Borrower shall only reimburse the reasonable fees, disbursements and other charges of one counsel to the Administrative Agent Security Trustee and to the Lenders in connection with any amendment(including reasonable allocated costs of in-house legal counsel), restructuring or work-out of the Loan Documents, and (c) on demand, to pay, indemnify, and hold each Lender and Lender, the Administrative Agent and the Security Trustee harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Credit Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and Lender, the Administrative Agent and the Security Trustee and their affiliates harmless from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Credit Documents and any such other documentsdocuments and the use, includingor proposed use, without limitation, any of proceeds of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations Loans (all of the Borrower, any of its Subsidiaries or any of their properties (all the foregoing in this clause (d)foregoing, collectively, the "indemnified liabilities"); provided, provided however, that the Borrower shall not have no any obligation hereunder to the Administrative Agent Agent, the Security Trustee or any Lender with respect to indemnified liabilities arising from the gross negligence or willful misconduct of the Administrative Agent or any such Lender, as determined by a court of competent jurisdiction. The agreements in this subsection Section 9.5 shall survive repayment of the Loans Loans, Notes and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower Company agrees (a) to pay or reimburse the Administrative Agent Agents, the Advisor and the Arrangers for all its their reasonable out-of-pocket costs and expenses incurred in connection with the development, negotiation, preparation and execution of, and any amendment, supplement or modification to, this Agreement and of 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, without limitation, the reasonable fees and disbursements of one counsel to the Administrative AgentAgents, the Advisor and the Arrangers (b) to pay or reimburse each Lender all of the reasonable expenses, including without limitation, reasonable fees and expenses of counsel, incurred by the Administrative Agent in connection with the administration of the Facilities or in connection with any amendments, waivers, work-outs or restructurings in respect thereof, (c) to pay or reimburse the Agents, the Advisor, the Arrangers and each Lender for all its reasonable their costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreementwith, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to each Lender and of counsel to the Administrative Agent; provided that the Borrower shall only reimburse the reasonable fees, disbursements and other charges of one counsel to the Administrative Agent and the Lenders in connection with any amendment, restructuring or work-out of the Loan Documents, (c) to pay, indemnify, and hold the Agents, the Advisor, the Arrangers and each Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and the Administrative Agent harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever arising out of or in connection with, the enforcement or preservation of any rights under any Credit Document and any such other documents, including, without limitation, reasonable fees and disbursements of counsel to the Agents, the Advisor, the Arrangers and each Lender incurred in connection with the foregoing and in connection with advising the Administrative Agent with respect to its rights and responsibilities under this Agreement and the executiondocumentation relating thereto, delivery(d) to pay, enforcementindemnify, performance and administration to hold the Administrative Agent and each Lender harmless from any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes (other than withholding taxes), if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, any Credit Document and any such other documents, and (e) to pay, indemnify, and hold the Agents, the Arrangers, the Advisor, the Issuing Bank and each Lender and their respective Affiliates, officers, directors and trustees harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including, without limitation, reasonable fees and disbursements of counsel) which may be incurred by or asserted against the Agents, the Arrangers, the Advisor, the Issuing Bank or the Lenders or such Affiliates, officers, directors or trustees (x) arising out of or in connection with any investigation, litigation or proceeding related to this Agreement, the other Loan Documents Credit Documents, the proceeds of the Loans or the Subordinated Debt and the transactions contemplated by or in respect of such use of proceeds, or any of the other transactions contemplated hereby, whether or not the Agents, the Arrangers, the Advisor, the Issuing Bank or any of the Lenders or such other documentsAffiliates, officers, directors or trustees is a party thereto, including, without limitation, any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the BorrowerCompany, any of its Subsidiaries or any of their the facilities and properties owned, leased or operated by the Company or any of its Subsidiaries, or (y) without limiting the generality of the foregoing, by reason of or in connection with the execution and delivery or transfer of, or payment or failure to make payments under, Letters of Credit (it being agreed that nothing in this subsection 11.5(d)(y) is intended to limit the Company's obligations pursuant to subsection 3.8) (all the foregoing in this clause (d)foregoing, collectively, the "indemnified liabilities"), provided that the Borrower Company shall have no obligation hereunder to the Administrative Agent or any Lender with respect to indemnified liabilities of the Agents, the Arrangers, the Advisor, the Issuing Bank or any Lender or any of their respective Affiliates, officers, directors and trustees arising from (i) the gross negligence or willful misconduct of the Administrative Agent person seeking indemnification or (ii) legal proceedings commenced against the Agents, the Arrangers, the Advisor, the Issuing Bank or Lender by any security holder or creditor thereof arising out of and based upon rights afforded any such security holder or creditor solely in its capacity as such or (iii) legal proceedings commenced against the Agents, the Arrangers, the Advisor, the Issuing Bank or any such Lender by any Transferee (as defined in subsection 11.6). Without limiting the foregoing, and to the extent permitted by applicable law, the Company agrees not to assert, and hereby waives (and shall cause the Subsidiaries not to assert and to waive) all rights for contribution or any other rights of recovery with respect to all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, under or related to Environmental Laws, that any of them might have by statute or otherwise against the Agents, the Arrangers, the Advisor, the Issuing Lender or any Lender. The agreements in this subsection 11.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, including the reasonable fees and disbursements of counsel to the Administrative AgentAgent and filing and recording fees and expenses; provided, however, the Borrower shall only be liable for the fees and expenses of one counsel for the Arranger Parties, the Administrative Agent and the Lenders, collectively, from time to time, in connection with the preparation, execution, delivery and administration of this Agreement and the other Loan Documents, with statements with respect to the foregoing to be submitted to the Borrower prior to the Restatement Effective Date (in the case of amounts to be paid on the 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, (b) to pay or reimburse each Lender and the Administrative Agent for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including, without limitation, including the reasonable 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; provided that the Borrower shall only reimburse the reasonable fees, disbursements and other charges of one counsel to the Administrative Agent and the Lenders in connection with any amendment, restructuring or work-out of the Loan Documents, (c) to pay, indemnify, and hold each Lender Lender, Arranger Party and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documentsdocuments other than any Excluded Taxes, and (d) to pay, indemnify, and hold each Lender Lender, Arranger Party and the Administrative Agent and their respective officers, directors, employees, affiliates, agents and controlling persons (each, an “Indemnitee”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including, without limitation, including any of the foregoing relating to the use of proceeds of the Revolving Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, Borrower or any of its Subsidiaries or any of their properties and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against the Borrower under any Loan Document (all the foregoing in this clause (d), collectively, the "indemnified liabilities"“Indemnified Liabilities”), provided provided, that the Borrower shall have no obligation hereunder to any Indemnitee with NEWYORK 9337890 respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final, non-appealable judgment of a court of competent jurisdiction to arise from (i) the willful misconduct, bad faith or gross negligence of such Indemnitee, (ii) a material breach by such Indemnitee of its obligations hereunder or under the other Loan Documents or (iii) claims of one or more Indemnitees against another Indemnitee (other than claims against the Administrative Agent or the Arranger Parties in their capacities as such) and not involving any act or omission of the Borrower or its Subsidiaries or any of their Affiliates (or such person’s officers, directors, employees, advisors, agents or representatives). 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 that arise as a result of such Indemnitee’s status as a Lender or the Administrative Agent, or an officer, director, employee, affiliate, agent or controlling person thereof, with respect to indemnified liabilities arising 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 that such claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses are found by a final non-appealable judgment of a court of competent jurisdiction to arise 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 written demand therefor, and such demand shall set forth in reasonable detail the basis for and calculation of any such amounts claimed as owing by the Borrower. Statements payable by the Borrower pursuant to this Section 10.5 shall be submitted to 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 or any such LenderAgent. The agreements in this subsection Section 10.5 shall survive repayment of the Revolving Loans and all other amounts payable hereunderhereunder and the termination of this Agreement.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses reasonably incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent, (b) to pay or reimburse each Lender and the Administrative Agent for all its reasonable costs and expenses reasonably incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to each Lender and of counsel to the Administrative Agent; provided that the Borrower shall only reimburse the reasonable fees, disbursements and other charges of one counsel to the Administrative Agent and to the several Lenders (other than those incurred in connection with any amendmentthe compliance by the relevant Lender with the provisions of subsection 2.18(a)), restructuring or work-out of the Loan Documents, and (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 by the Borrower in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and the Administrative Agent harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, reasonable expenses or disbursements of any kind or nature whatsoever (it being understood that this shall not include the fees and disbursements of counsel to any of the Lenders (other than Chase) in connection with (i) their review of this Agreement prior to the Closing Date or (ii) prior to the occurrence of a Default or an Event of Default, any amendment or waiver to this Agreement or any assignment to another Lender pursuant to the terms hereof) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including, without limitation, any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries or any of their properties (all the foregoing in this clause (d), collectively, the "indemnified liabilities"), provided that the Borrower shall have no obligation hereunder to the Administrative Agent or any Lender with respect to indemnified liabilities arising from the gross negligence or willful misconduct of the Administrative Agent or any such Lender. The agreements in this subsection shall survive 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 for all its reasonable out-of-pocket costs and expenses and internally allocated charges and reasonable fees incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, 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 therebythereby and the syndication of the credit facilities contained herein, including, without limitation, the reasonable fees fees, charges and disbursements of counsel (including any local or special counsel) to the Administrative Agent and of any professionals or consultants acting on behalf of the Administrative Agent in connection with any audit or other review of the business, assets or financial condition of the Loan Parties (including any examination of Collateral), (b) to pay or reimburse the Administrative Agent for all its reasonable costs and expenses incurred in connection with any amendment, supplement or other modification to this Agreement, any other Loan Documents or any other documents prepared in connection herewith or therewith, including, without limitation, reasonable fees, charges and disbursements of counsel to the Administrative Agent, (bc) to pay or reimburse each Lender and the Administrative Agent for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents Documents, the Letters of Credit, and any such other documentsdocuments prepared in connection herewith or therewith, including, without limitation, the reasonable fees fees, charges and disbursements of counsel to each Lender and of counsel to the Administrative Agent; provided that the Borrower shall only reimburse the reasonable fees, disbursements and other charges of one counsel to the Administrative Agent and to each Lender (including the Lenders in connection with reasonable allocated costs of in-house counsel for any amendment, restructuring or work-out of the Loan DocumentsLender), (cd) to pay, indemnifyindemnify each Lender and the Administrative Agent against, and hold each Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documentsdocuments prepared in connection herewith or therewith, and (de) to pay, indemnify, and indemnify and hold harmless each Lender and the Administrative Agent harmless and their respective officers, directors, employees, affiliates, agents and controlling persons (each, an "indemnitee") from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or expenses, charges and disbursements of any kind or nature whatsoever (including, without limitation, reasonable fees, charges and disbursements of counsel to such indemnitee) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, includingor the use of the proceeds of the Loans or the loans made pursuant to the Existing Credit Agreement, without limitationor any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any indemnitee is a party thereto or whether any such claim, litigation, investigation or proceeding is brought by the Company or by any other Person, and to reimburse each indemnitee upon demand for any legal or other reasonable expenses incurred in connection with investigating or defending any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries or any of their properties (all the foregoing in this clause (d)foregoing, collectively, the "indemnified liabilities"), ; provided that the Borrower Company shall have no obligation hereunder to the Administrative Agent or any Lender indemnitee with respect to indemnified liabilities arising to the extent such indemnified liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted primarily from the gross negligence or willful misconduct of the Administrative Agent or any such Lenderindemnitee. The agreements in this subsection Section shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower Company agrees (a) to pay or reimburse each Lender and the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the developmentpreparation, preparation execution and execution delivery of, and any amendment, restatement, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewithRelated Documents, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative AgentAgent and such Lenders, (b) to pay or reimburse each Lender and the Administrative Agent for all its reasonable their out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, Agreement or the other Loan Documents and any such other documentsRelated Documents, including, without limitation, the reasonable fees and disbursements of counsel to each Lender and of counsel to the Administrative Agent; provided that the Borrower shall only reimburse the reasonable fees, disbursements and other charges of one counsel to the Administrative Agent and the Lenders in connection with any amendment, restructuring or work-out of the Loan Documentsto each Lender, (c) to pay, indemnify, and indemnify and hold harmless each Lender Lender, the Agent and the Administrative Collateral Agent harmless fromfrom and against, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, documentary, stamp, excise and other taxes (other than income taxes), if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, Agreement or the other Loan Documents and any such other documentsRelated Documents, and (d) to pay, indemnify, and indemnify and hold harmless each Lender Lender, the Agent and the Administrative Collateral Agent harmless from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including, without limitation, reasonable fees and disbursements of counsel) or disbursements of any kind or nature whatsoever incurred with respect to the execution, delivery, enforcement, performance and administration of this Agreement, Agreement and the other Loan Related Documents and any such other documents, including, without limitation, any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries or any of their properties (all the foregoing in this clause (d)foregoing, collectively, the "indemnified liabilities"), provided that the Borrower Company shall have no obligation hereunder to the Administrative Agent, the Collateral Agent or any Lender with respect to indemnified liabilities arising from the gross negligence or willful misconduct of the Administrative Agent, the Collateral Agent or any such Lender. The agreements in this subsection Subsection 10.5 shall survive the repayment of the Loans and all other amounts payable hereunderObligations.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent and First Union Securities, Inc. for all its their reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation preparation, negotiation, printing and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, thereby (including, without limitation, reasonable field examination expenses and charges), together with the reasonable fees and disbursements of counsel to the Administrative AgentAgent and First Union Securities, Inc., (b) to pay or reimburse the Administrative Agent and First Union Securities, Inc. for all their reasonable out-of-pocket expenses incurred in connection with the arrangement and syndication of the facilities established by this Agreement, (c) to pay or reimburse each Lender and the Administrative Agent for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under under, or defense against any actions arising out of, this Agreement, the other Loan Documents Notes and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to each Lender and of counsel to the Administrative Agent; provided that the Borrower shall only reimburse the reasonable fees, disbursements and other charges of one counsel to the Administrative Agent and to the Lenders in connection with any amendment, restructuring or work(including reasonable allocated costs of in-out of the Loan Documentshouse legal counsel), (cd) on demand, to pay, indemnify, and hold each Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Credit Documents and any such other documents, and (de) to pay, indemnify, and hold each Lender and Lender, the Administrative Agent Agent, First Union Securities, Inc. and their Affiliates harmless from and against against, any and all other liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including, without limitation, any reasonable fees and disbursements of counsel to the Administrative Agent, the Lenders and First Union Securities, Inc. (including reasonable allocated costs of in-house legal counsel) and settlement costs, with respect to the enforcement of the foregoing relating to Credit Documents and the violation ofuse, noncompliance with or liability underproposed use, any Environmental Law applicable to the operations of proceeds of the Borrower, any of its Subsidiaries or any of their properties Loans (all of the foregoing in this clause (d)foregoing, collectively, the "indemnified liabilities"); provided, provided however, that the Borrower shall not have no any obligation hereunder to the Administrative Agent or any Lender with respect to indemnified liabilities arising from the gross negligence or willful misconduct of the Administrative Agent or any such Lender, as determined by a court of competent jurisdiction. The agreements in this subsection Section 9.5 shall survive repayment of the Loans Loans, Notes and all other amounts payable hereunder.. Section 9.6

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse each Agent (which for purposes of this Section 10.5 shall include the Administrative Agent Issuing Lender) for all of its reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, the syndication of the Facilities, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, including the reasonable and documented fees and disbursements of one firm of counsel (in addition to any local counsel) to the Administrative AgentAgent and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Borrower prior to the Restatement Effective Date (in the case of amounts to be paid on the 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, (b) to pay or reimburse each Lender and the Administrative Agent for all of its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including, without limitation, including the reasonable fees and disbursements of counsel to each Lender and of counsel to the Administrative such Agent; provided that the Borrower shall only reimburse the reasonable fees, disbursements and other charges of one counsel to the Administrative Agent and the Lenders in connection with any amendment, restructuring or work-out of the Loan Documents, (c) to pay, indemnify, and hold each Lender and the Administrative Agent harmless from, from any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and the Administrative Agent and their respective officers, directors, employees, affiliates, agents and controlling persons (each, an "Indemnitee") harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including, without limitation, 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, any of its Subsidiaries Group Member or any of their properties the Properties and the reasonable and documented fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (d), collectively, the "indemnified liabilitiesIndemnified Liabilities"), provided provided, that the Borrower shall have no obligation hereunder to the Administrative Agent or any Lender Indemnitee with respect to indemnified liabilities arising Indemnified Liabilities to the extent such Indemnified Liabilities have resulted from the gross negligence or willful misconduct of such Indemnitee, and provided further, that the Borrower shall not be liable for settlement of any proceeding which is effected without the Borrower's consent (such consent not to be unreasonably withheld). Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any 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 William A. Torzolini (Telephone No. 610-239-1100) (Telecopy No. 610-200-0000), xx xx xxxx other Person or xxxxxxx xx may be hereafter designated by the Borrower in a written notice to the Administrative Agent or any such LenderAgent. The agreements in this subsection Section 10.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees Borrowers jointly and severally agree (a) to pay or reimburse the Administrative Agent for all its reasonable out-of-pocket costs Lender on the Funding Date a fee in the amount of $ 100,000; (b) to pay the Lender on the Funding Date and on each anniversary of the Funding Date the amount of $50,000 in respect of expenses incurred in connection with the development, preparation and the 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 general administration of the transactions contemplated hereby Credit Documents and therebyin addition, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent, (b) to pay or reimburse each the Lender and the Administrative Agent for all its reasonable costs and expenses incurred in connection with any amendment, supplement or modification to the Credit Documents, including the reasonable fees and disbursements of counsel to the Lender, (c) to pay or reimburse the Lender for all its costs and expenses incurred in connection with, and to pay, indemnify, and hold the 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 Agreementany Credit Document, the other Loan Documents and any such other documents, including, without limitation, the including reasonable fees and disbursements of counsel to each the Lender and of counsel to the Administrative Agent; provided that the Borrower shall only reimburse the reasonable fees, disbursements and other charges of one counsel to the Administrative Agent and the Lenders incurred in connection with any amendment, restructuring or work-out of the Loan Documentsforegoing, (cd) to pay, indemnify, and to hold each the Lender and the Administrative Agent harmless from, from any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes (other than withholding taxes), if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents any Credit Document and any such other documents, and (de) to pay, indemnify, and hold each the Lender and the Administrative Agent its respective Affiliates, officers and directors harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever including reasonable fees and disbursements of counsel) which may be incurred by or asserted against the Lender or such Affiliates, officers or directors arising out of or in connection with respect any investigation, litigation or proceeding related to the execution, delivery, enforcement, performance and administration of this Agreement, the other Credit Documents, the proceeds of the Loan Documents 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 Lender or such other documentsAffiliates, includingofficers or directors is a party thereto, without limitation, including any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law environmental law or regulation applicable to the operations of the Borrower, any Cogen Entity or any Subsidiary of its Subsidiaries any Cogen Entity or any of their the facilities and properties owned, leased or operated by any Cogen Entity or any Subsidiary of any Cogen Entity (all the foregoing in this clause (d)foregoing, collectively, the "indemnified liabilitiesIndemnified Liabilities"), provided ; PROVIDED that the Borrower Borrowers shall have no obligation hereunder to the Administrative Agent or any Lender with respect to indemnified liabilities of the Lender or any of its respective Affiliates, officers and directors arising from (i) the gross negligence or willful misconduct of the Administrative Agent or any such Lender. The agreements in this subsection shall survive repayment of the Loans and all other amounts payable hereunder.Lender or

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative each Agent for all its reasonable out-of-out of pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, including the reasonable fees and disbursements of counsel to each Agent and filing and recording fees and expenses, with statements with respect to the Administrative Agentforegoing to be submitted to the Borrower prior to the Restatement Effective Date (in the case of amounts to be paid on the Restatement Effective Date) and from time to time thereafter on a quarterly basis or such other periodic basis as any Agent shall deem appropriate, (b) to pay or reimburse each Lender and the Administrative each Agent for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including, without limitation, including the reasonable and documented fees and disbursements of counsel to each Lender and of counsel to the Administrative each Agent; provided that the Borrower shall only , (c) to pay or reimburse the reasonable fees, disbursements and other charges of one counsel to the Administrative each Agent and the Lenders Lender for all of its costs and expenses incurred in connection with any amendmentthe exercise of rights under Section 6.11 including reasonable costs and expenses of counsel to each Agent, restructuring stamp, documentary or work-out of mortgage recording taxes and other related costs and expenses arising from or related to the Loan DocumentsMortgage Amendments, the Endorsements, and all premiums, search charges and other title company costs and expenses, (cd) to pay, indemnify, and hold each Lender and the Administrative each Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (de) to pay, indemnify, and hold each Lender and the Administrative each Agent and their respective officers, directors, trustees, employees, affiliates, agents, advisors and controlling persons (each, an "Indemnitee") 143 harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including, without limitation, 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, any of its Subsidiaries Group Member or any of their properties the Properties and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (de), collectively, the "indemnified liabilitiesIndemnified Liabilities"), ; provided that the Borrower shall have no obligation hereunder to the Administrative Agent or any Lender Indemnitee with respect to indemnified liabilities arising Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted primarily from the gross negligence or willful misconduct of such Indemnitee. Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower and each other Loan Party 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 15.5 shall be payable not later than thirty (30) days after written demand therefor. Statements payable by the Borrower pursuant to this Section 15.5 shall be submitted to the Chief Financial Officer of the Borrower (Facsimile No. (918) 547-2986), at the address of the Borrower set forth in Section 15.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent or any such LenderAgent. The agreements in this subsection Section 15.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees Borrowers jointly and severally agree (a) to pay or reimburse the Administrative Agent and their affiliates for all its their reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent, and for all reasonable out-of-pocket expenses incurred in connection with this Agreement (including due diligence expenses, borrowing base collateral review and monitoring fees and expenses, syndication expenses, consultant's fees and expenses and travel expenses) (b) to pay or reimburse each Lender and the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to each Lender and of counsel to the Administrative Agent; provided that Agent and, at any time after and during the Borrower shall only reimburse the reasonable feescontinuance of an Event of Default, disbursements and other charges of one counsel to the Administrative Agent each Lender, and the Lenders in connection with any amendment, restructuring or work-out of the Loan Documents, (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 other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and the Administrative Agent their respective officers, directors, employees, agents and controlling persons harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents or the use of the proceeds of the Loans and any such other documents, including, without limitation, any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries or any of their properties documents (all the foregoing in this clause (d), collectively, the "indemnified liabilities"), provided that the Borrower Borrowers shall have no obligation hereunder to the Administrative Agent or any Lender or their respective officers, directors, employees, agents and controlling persons with respect to indemnified liabilities arising from the gross negligence or willful misconduct of the Administrative Agent or any such Lender, as the case may be, or, in the case of indemnified liabilities arising under this Agreement and the other Loan Documents, from material breach by the Administrative Agent or such Lender, as the case may be, or its respective officers, directors, employees, agents and controlling persons of this Agreement or the other Loan Documents, as the case may be. The agreements in this subsection shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses reasonably incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees fees, disbursements and disbursements other reasonable charges of counsel to the Administrative Agent, (b) to pay or reimburse each Lender and the Administrative Agent for all its reasonable costs and expenses reasonably incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to each Lender and of counsel to the Administrative Agent; provided that the Borrower shall only reimburse the reasonable fees, disbursements and other reasonable charges of one counsel to the Administrative Agent and to the several Lenders (other than those incurred in connection with any amendmentthe compliance by the relevant Lender with the provisions of subsection 2.18(a)), restructuring or work-out of the Loan Documents, and (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 by the Borrower in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and the Administrative Agent harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, reasonable expenses or disbursements of any kind or nature whatsoever (it being understood that this shall not include the fees and disbursements of counsel to any of the Lenders (other than Chase) in connection with (i) their review of this Agreement prior to the Closing Date or (ii) prior to the occurrence of a Default or an Event of Default, any amendment or waiver to this Agreement or any assignment to another Lender pursuant to the terms hereof) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including, without limitation, any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries or any of their properties Agreement (all the foregoing in this clause (d), collectively, the "indemnified liabilities"), ; provided that the Borrower shall have no obligation hereunder to the Administrative Agent or any Lender with respect to indemnified liabilities arising from the gross negligence or willful misconduct of the Administrative Agent or any such Lender. The agreements in this subsection 9.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Each Borrower and each other Loan Party agrees (aA) to pay or to reimburse the Administrative Agent Lender for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan any Restructuring Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, including the reasonable fees and disbursements of counsel to Lender and filing and recording fees and expenses, with statements with respect to the Administrative Agentforegoing to be submitted to the Borrowers from time to time on a periodic basis as Lender shall deem appropriate, (bB) to pay or to reimburse each Lender and the Administrative Agent for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan any Restructuring Documents and any such other documents, including, without limitation, including the reasonable 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; provided that the Borrower shall only reimburse the reasonable fees, disbursements and other charges of one counsel to the Administrative Agent and the Lenders in connection with any amendment, restructuring or work-out of the Loan DocumentsLender, (cC) 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 excise, Non-Excluded Taxes and other taxes, if any, which that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan each Restructuring Documents and any such other documents, and (dD) to pay, indemnify, and hold each Lender and the Administrative Agent their respective officers, directors, employees, affiliates, agents and controlling persons (each, an "Indemnitee") harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan each Restructuring Documents and any such other documents, including, without limitation, any of the foregoing relating to or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the each Borrower, each other Loan Party or their respective Subsidiaries and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any of its Indemnitee against such Borrower, each other Loan Party or their Subsidiaries or under any of their properties Restructuring Document (all the foregoing in this clause (dD), collectively, the "indemnified liabilitiesIndemnified Liabilities"), provided provided, that the neither Borrower nor any other Loan Party shall have no any obligation hereunder to the Administrative Agent or any Lender Indemnitee with respect to indemnified liabilities arising Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee. Without limiting the Administrative Agent foregoing, and to the extent permitted by applicable law, each of Borrower and each other Loan Party agree not to assert and to cause their respective Subsidiaries not to assert, and hereby waive and agree to cause their respective Subsidiaries to waive, all rights for contribution or any such Lender. The agreements in this subsection shall survive repayment other rights of the Loans recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and all other amounts payable hereunderexpenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee.

Payment of Expenses and Taxes. The Borrower Company agrees (a) to pay or reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses reasonably incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of external counsel to the Administrative Agent, (b) to pay or reimburse each Lender and the Administrative Agent for all its reasonable costs and expenses reasonably incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to each Lender and of external counsel to the Administrative Agent; provided that the Borrower shall only reimburse the reasonable fees, disbursements Agent and other charges of one counsel to the Administrative Agent and the several Lenders (other than those incurred in connection with any amendment, restructuring or work-out the compliance by the relevant Lender with the provisions of the Loan Documentssubsection 2.13(a)), (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 by the Company in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, Agreement and (d) to pay, indemnify, and hold each Lender and the Administrative Agent harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, reasonable expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including, without limitation, any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries or any of their properties Agreement (all the foregoing in this clause (d), collectively, the "indemnified liabilities"), ; provided that the Borrower Company shall have no obligation hereunder to the Administrative Agent or any Lender with respect to indemnified liabilities arising from the gross negligence or willful misconduct of the Administrative Agent or any such Lender. The agreements in this subsection Section 9.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent and the Syndication Agent for all its of their respective reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, including the reasonable fees and disbursements of counsel to the Administrative AgentAgent and the Syndication Agent and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Borrower prior to the Closing Date (in the case of amounts to be paid on the Closing Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Administrative Agent shall deem appropriate, (b) to pay or reimburse each Lender and the Administrative Agent and the Syndication Agent for all its reasonable 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, without limitation, including the reasonable fees and disbursements of counsel (including the allocated reasonable fees and expenses of in-house counsel) to each Lender and of counsel to the Administrative Agent; provided that the Borrower shall only reimburse the reasonable fees, disbursements and other charges of one counsel to the Administrative Agent and the Lenders in connection with any amendment, restructuring or work-out of the Loan DocumentsSyndication 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 other similar taxes, if any, which that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and the Administrative Agent and the Syndication Agent and their respective officers, directors, employees, affiliates, agents and controlling persons (each, an “Indemnitee”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including, without limitation, 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, any of its Subsidiaries Group Member or any of their properties the Properties and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (d), collectively, the "indemnified liabilities"“Indemnified Liabilities”), provided regardless of whether any Indemnitee is a party thereto, provided, that the Borrower shall have no obligation hereunder to the Administrative Agent or any Lender Indemnitee with respect to indemnified liabilities arising Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee. Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 10.5 shall be payable not later than 10 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 9.5 shall be submitted to the attention of the General Counsel of the Borrower (Telephone No. 000-000-0000) (Telecopy No. 212-444-6494) with a copy to the attention of the Chief Financial Officer of the Borrower (Telephone No. 000-000-0000) (Telecopy No. 212-444-6351), both at the address of the Borrower set forth in Section 9.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent or any such LenderAgent. The agreements in this subsection Section 9.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent and its Affiliates for all its their reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, syndication, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of (i) counsel to the Administrative AgentAgent and (ii) the Administrative Agent customarily charged by it in connection with syndicated credits, (b) to pay or reimburse each Lender and the Administrative Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to each Lender and of counsel to the Administrative Agent; provided that the Borrower shall only reimburse the reasonable fees, disbursements and other charges of one counsel to the Administrative Agent and to the Lenders in connection with any amendment, restructuring or work-out of the Loan Documentsseveral Lenders, (c) to pay, indemnify, and hold each Lender and the Administrative Agent (and their respective Affiliates and their respective directors, officers, employees and agents) harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and the Administrative Agent (and their respective directors, officers, employees, agents and affiliates) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documentsor the use or the proposed use of proceeds contemplated by this Agreement, including, without limitation, any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries Loan Party or any of their properties the Properties (all the foregoing in this clause (d), collectively, the "indemnified liabilities"), ; provided that the Borrower shall have no obligation hereunder under this clause (d) to the any Administrative Agent or any Lender (or any of their respective directors, officers, employers, agents or Affiliates), with respect to indemnified liabilities arising to the extent such liabilities are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Person; provided further that the Administrative Agent Borrower shall not be liable under this clause (d) for the legal expenses of more than one primary firm or any such Lender. The agreements more than one local counsel in this subsection shall survive repayment each state or other jurisdiction in which an indemnifiable action is brought unless the use of the Loans and all other amounts payable hereunder.one primary firm or one

Payment of Expenses and Taxes. The Borrower agrees agrees, whether or not the transactions contemplated hereby are consummated, (a) to pay or reimburse the Administrative Agent for all its reasonable costs and out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the Notes and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and therebythereby (including the transactions to occur on the Closing Date), including, without limitation, the reasonable fees and disbursements of outside counsel to the Administrative Agent (including local counsel to the Agent) and as to any amendment, supplement or modification to this Agreement or any other Loan Document and the administration of the transactions contemplated thereby, and with respect to the foregoing, the allocated reasonable costs of internal counsel to the Agent, (b) after the occurrence and during the continuance of a Default, to pay or reimburse the Agent and each Lender and the Administrative Agent Lender, for all its reasonable costs and out-of-pocket expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documentsdocuments or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a "work-out" or of any insolvency or bankruptcy proceeding, including, without limitation, the reasonable legal fees and disbursements of outside counsel to the Agent and each Lender and the allocated reasonable cost of internal counsel to the Administrative Agent; provided that the Borrower shall only reimburse the reasonable fees, disbursements and other charges of one counsel to the Administrative Agent and the Lenders in connection with any amendment, restructuring or work-out of the Loan Documentseach Lender, (c) to pay, indemnify, and indemnify and hold harmless each Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxestaxes (but not including Excluded Taxes), if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the Notes, the other Loan Documents and any such other documents, documents and (d) to pay, indemnify, and indemnify and hold harmless each Lender and the Administrative Agent harmless from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costscosts (including, without limitation, the allocated reasonable cost of internal counsel and the reasonable legal fees and disbursements of outside counsel to the Lenders and the Agent), expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance delivery and administration enforcement of this Agreement, the Notes, the other Loan Documents or the use of the Letters of Credit or the proceeds of the Loans and any such other documents, including, without limitation, any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries or any of their properties documents (all the foregoing in this clause (d)foregoing, collectively, the "indemnified liabilities"), provided provided, that the Borrower shall have no obligation hereunder to the Administrative Agent or any Lender with respect to indemnified liabilities arising from the gross negligence or willful misconduct of the Administrative Agent or any such LenderLender or their agents or attorneys-in-fact. The agreements in this subsection Section shall survive repayment the termination of this Agreement, the expiration of the Loans Letters of Credit and the payment of the Notes and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower Company agrees (a) to pay or ----------------------------- reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents Notes and any other documents prepared in connection herewith or therewithherewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent, (b) to pay or reimburse each Lender Bank and the Administrative Agent for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents Notes and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to each Lender and of counsel to the Administrative Agent; provided that the Borrower shall only reimburse the reasonable fees, disbursements and other charges of one counsel to the Administrative Agent and to the Lenders in connection with any amendment, restructuring or work-out of the Loan Documentsseveral Banks, (c) to pay, indemnify, and indemnify and hold harmless each Lender Bank and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents Notes and any such other documents, and (d) to pay, indemnify, and indemnify and hold harmless each Lender Bank and the Administrative Agent harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents Notes, and any such other documents, including, without limitation, any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries or any of their properties documents (all the foregoing in this clause (d)foregoing, collectively, the "indemnified liabilities"), provided provided, that the Borrower Company -------- shall have no obligation hereunder to the Administrative Agent or any Lender Bank with respect to indemnified liabilities arising from (i) the gross negligence or willful misconduct of the Administrative Agent or such Bank, (ii) legal proceedings commenced or claims against the Administrative Agent or such Bank by any security holder or creditor thereof arising out of and based upon rights afforded any such Lendersecurity holder or creditor solely in its capacity as such, or (iii) legal proceedings commenced or claims against the Administrative Agent or such Bank by any other Bank or by any Transferee (as defined in subsection 9.6). The agreements in this subsection shall survive repayment of the Loans Notes and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent Lender for all its their reasonable out-of-and documented out of pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, including the reasonable fees fees, disbursements and disbursements other charges of one counsel to the Administrative AgentLender, (b) to pay or reimburse each the Lender and the Administrative Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under under, or “workout” or restructuring of, this Agreement, the other Loan Documents Agreement and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to each Lender and of counsel to the Administrative Agent; provided that the Borrower shall only reimburse including the reasonable fees, disbursements and other charges of one counsel to the Administrative Agent and the Lenders in connection with any amendment, restructuring or work-out of the Loan DocumentsLender, (c) to pay, indemnify, defend and hold each harmless the Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, which that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents Agreement and any such other documents, and (d) to pay, indemnify, defend and hold each Lender harmless the Lender, and their respective directors, officers, employees, trustee, agents and Affiliates (collectively, the Administrative Agent harmless “Indemnitees”) from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including reasonable and documented fees, disbursements and other charges of counsel incurred in connection with respect any investigative, administrative or judicial proceeding commenced or threatened by any Person, whether or not any such Indemnitee shall be designated as a party or potential party thereto, and any fees or expenses incurred by any Indemnitee in enforcing this indemnity), whether direct, indirect or consequential, whether based on strict liability or negligence, and whether based on any federal, provincial or foreign laws, statutes, rules, regulations or guidelines, common law, equity, contract or otherwise that may be imposed on, incurred by or asserted against any Indemnitee, in any manner arising out of or relating to this Agreement and any other agreements or documents contemplated hereby or thereby, the other transactions contemplated hereby, including the execution, delivery, enforcement, performance and administration of this AgreementAgreement and the breach by the Borrower of, or default by the other Loan Documents and any such other documents, including, without limitationBorrower under, any of the foregoing relating to the violation ofprovisions of this Agreement, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries or any of their properties (all the foregoing in this clause (d), collectively, the "“indemnified liabilities"”), ; provided that the Borrower shall have no obligation hereunder to the Administrative Agent or any Lender Indemnitee with respect to indemnified liabilities arising from the gross negligence or willful misconduct of the Administrative Agent such Indemnitee as determined by a final judgment of a court of competent jurisdiction of which no appeal (or any such Lenderfurther appeal) is available. The agreements in this subsection Section 9.5 shall survive repayment of the Loans Loan and all other amounts payable hereunder. The Lender, agrees that any and all of its rights under this Agreement and any other agreements contemplated hereby and thereby, including recourse for any obligation or claim for any indemnification thereunder, is limited to recourse to the Borrower and its assets as contemplated hereby, and none of the direct or indirect limited partners, partners, shareholders, members of the Borrower or any of their respective employees, directors or officers shall have any obligations or liability, or be subject to any recourse, in respect of any such obligations or claims hereunder or thereunder.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses reasonably incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent, (b) to pay or reimburse each Lender and the Administrative Agent for all its reasonable costs and expenses reasonably incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to each Lender and of counsel to the Administrative Agent; provided that the Borrower shall only reimburse the reasonable fees, disbursements and other charges of one counsel to the Administrative Agent and to the several Lenders (other than those incurred in connection with any amendmentthe compliance by the relevant Lender with the provisions of subsection 2.18(a)), restructuring or work-out of the Loan Documents, and (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 by the Borrower in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and the Administrative Agent harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, reasonable expenses or disbursements of any kind or nature whatsoever (it being understood that this shall not include the fees and disbursements of counsel to any of the Lenders (other than Chase) in connection with (i) their review of this Agreement prior to the Closing Date or (ii) prior to the occurrence of a Default or an Event of Default, any amendment or waiver to this Agreement or any assignment to another Lender pursuant to the terms hereof) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including, without limitation, any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries or any of their properties Agreement (all the foregoing in this clause (d), collectively, the "indemnified liabilities"), ; provided that the Borrower shall have no obligation hereunder to the Administrative Agent or any Lender with respect to indemnified liabilities arising from the gross negligence or willful misconduct of the Administrative Agent or any such Lender. The agreements in this subsection 9.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, including the reasonable fees and disbursements of counsel to the Administrative AgentAgent and filing and recording fees and expenses; provided, however, the Borrower shall only be liable for the fees and expenses of one counsel for the Arranger Parties, the Administrative Agent and the Lenders, collectively, from time to time, in connection with the preparation, execution, delivery and administration of this Agreement and the other Loan Documents, with statements with respect to the foregoing to be submitted to the Borrower prior to the Restatement Effective Date (in the case of amounts to be paid on the 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, (b) to pay or reimburse each Lender and the Administrative Agent for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including, without limitation, including the reasonable 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; provided that the Borrower shall only reimburse the reasonable fees, disbursements and other charges of one counsel to the Administrative Agent and the Lenders in connection with any amendment, restructuring or work-out of the Loan Documents, (c) to pay, indemnify, and hold each Lender Lender, Arranger Party and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documentsdocuments other than any Excluded Taxes, and (d) to pay, indemnify, and hold each Lender Lender, Arranger Party and the Administrative Agent and their respective officers, directors, employees, affiliates, agents and controlling persons (each, an “Indemnitee”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including, without limitation, including any of the foregoing relating to the use of proceeds of the Revolving Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, Borrower or any of its Subsidiaries or any of their properties and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against the Borrower under any Loan Document (all the foregoing in this clause (d), collectively, the "indemnified liabilities"“Indemnified Liabilities”), provided provided, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final, non-appealable judgment of a court of competent jurisdiction to arise from (i) the willful misconduct, bad faith or gross negligence of such Indemnitee, (ii) a material breach by such Indemnitee of its obligations hereunder or under the other Loan Documents or (iii) claims of one or more Indemnitees against another Indemnitee (other than claims against the Administrative Agent or the Arranger Parties in their capacities as such) and not involving any act or omission of the Borrower or its Subsidiaries or any of their Affiliates (or such person’s officers, directors, employees, advisors, agents or representatives). 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 that arise as a result of such Indemnitee’s status as a Lender or the Administrative Agent, or an officer, director, employee, affiliate, agent or controlling person thereof, with respect to indemnified liabilities arising 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 that such claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses are found by a final non-appealable judgment of a court of NEWYORK 9257105 52 competent jurisdiction to arise 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 written demand therefor, and such demand shall set forth in reasonable detail the basis for and calculation of any such amounts claimed as owing by the Borrower. Statements payable by the Borrower pursuant to this Section 10.5 shall be submitted to 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 or any such LenderAgent. The agreements in this subsection Section 10.5 shall survive repayment of the Revolving Loans and all other amounts payable hereunderhereunder and the termination of this Agreement.

Payment of Expenses and Taxes. The Borrower agrees agrees, whether or not the transactions contemplated hereby are consummated, (a) to pay or reimburse the Administrative Agent Lender for all its reasonable costs and out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the Notes and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and therebythereby (including the transactions to occur on the Closing Date), including, without limitation, the reasonable fees and disbursements of outside counsel to the Administrative AgentLender and as to any amendment, supplement or modification to this Agreement or any other Loan Document and the administration of the transactions contemplated thereby, (b) after the occurrence and during the continuance of a Default, to pay or reimburse each Lender and the Administrative Agent Lender, for all its reasonable costs and out-of-pocket expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the 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, without limitation, the reasonable legal fees and disbursements of counsel to each Lender and of outside counsel to the Administrative Agent; provided that the Borrower shall only reimburse the reasonable fees, disbursements and other charges of one counsel to the Administrative Agent and the Lenders in connection with any amendment, restructuring or work-out of the Loan DocumentsLender, (c) to pay, indemnify, and indemnify and hold each harmless Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxestaxes (but not including Excluded Taxes), if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the Notes, the other Loan Documents and any such other documents, documents and (d) to pay, indemnify, and indemnify and hold each harmless the Lender and the Administrative Agent harmless from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costscosts (including, without limitation, the reasonable legal fees and disbursements of outside counsel to the Lender), expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the Notes, the other Loan Documents or the use of the proceeds of the Loans and any such other documents, including, without limitation, any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries or any of their properties documents (all the foregoing in this clause (d)foregoing, collectively, the "indemnified liabilities"), provided PROVIDED, that the Borrower shall have no obligation hereunder to the Administrative Agent or any Lender with respect to indemnified liabilities arising from the gross negligence or willful misconduct of the Administrative Agent Lender or any such Lenderits agents or attorneys-in-fact. The agreements in this subsection Section shall survive repayment of the Loans Notes and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent and the Lenders for all its of their respective reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and of any Loan Document created after the date hereof or any amendment, supplement or modification to, this Agreement and the or any other Loan Documents and or any other documents prepared after the date hereof in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, including the reasonable fees and disbursements of counsel to the Administrative AgentAgent and the Lenders and filing and recording fees and expenses in each case incurred after the date hereof and , in each case with statements with respect to the foregoing to be submitted to the Borrower from time to time after the date hereof on a quarterly basis or such other periodic basis as the Administrative Agent or any Lender shall deem appropriate, (b) to pay or reimburse each Lender and the Administrative Agent for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including, without limitation, including the reasonable fees and disbursements of counsel (excluding allocated reasonable fees and expenses of in-house counsel) to each Lender and of counsel to the Administrative Agent; provided that the Borrower shall only reimburse the reasonable fees, disbursements and other charges of one counsel to the Administrative Agent and the Lenders in connection with any amendment, restructuring or work-out of the Loan Documents, (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 other similar taxes, if any, which that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other 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 and controlling persons (each, an “Indemnitee”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including, without limitation, 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, any of its Subsidiaries Group Member or any of their properties the Properties and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (d), collectively, the "indemnified liabilities"“Indemnified Liabilities”), provided regardless of whether any Indemnitee is a party thereto, provided, that the Borrower shall have no obligation hereunder to the Administrative Agent or any Lender Indemnitee with respect to indemnified liabilities arising Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee. Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 9.5 shall be payable not later than 10 days after written demand therefor; provided, that in the event that, following its receipt of such a demand, the Borrower believes in good faith that it is not liable for any amounts that are the subject of such demand and files a suit in a court of competent jurisdiction with respect thereto, such amounts shall be paid by the Borrower within 10 days of the entry of a final and nonappealable decision of a court of competent jurisdiction that the Borrower is liable for such amounts pursuant to the terms hereof. Statements payable by the Borrower pursuant to this Section 9.5 shall be submitted to the attention of the Xxxxx X. Xxxxxx, Chief Financial Officer of the Borrower (Telephone No. 000-000-0000) (Telecopy No. 214-859-9309) with a copy to the attention of the Xxxxx X. Xxxx, General Counsel of the Borrower (Telephone No. 000-000-0000) (Telecopy No. 214-859-6020), both at the address of the Borrower set forth in Section 9.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent or any such LenderAgent. The agreements in this subsection Section 9.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent for all of its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation preparation, execution and execution administration of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent (including, without limitation, any allocated costs of in-house counsel) and the reasonable costs and expenses of the Agent (including the allocated costs of the Agent's collateral examination department) in connection with its periodic field examinations and monitoring of the Inventory and any other evaluation and appraisal relating to the computation of the Borrowing Base, (b) to pay or reimburse the Agent and each Lender and the Administrative Agent for all its of their respective reasonable out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other any Loan Documents Document and any such other documentsdocuments prepared in connection therewith, including, without limitation, the reasonable fees and disbursements of counsel to the Agent and each Lender and (including, without limitation, any allocated costs of counsel to the Administrative Agent; provided that the Borrower shall only reimburse the reasonable fees, disbursements and other charges of one counsel to the Administrative Agent and the Lenders in-house counsel) incurred in connection with any amendment, restructuring such enforcement or work-out of the Loan Documentspreservation, (c) to pay or reimburse each Lender and the Agent for all their reasonable costs and expenses incurred in connection with, and to pay, indemnify, and hold the Agent and each Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and the Administrative Agent harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever arising out of or in connection with, the enforcement or preservation of any rights under any Loan Document and any such other documents, including, without limitation, reasonable fees and disbursements of counsel to the Agent and each Lender (including, without limitation, any allocated costs of in-house counsel) incurred in connection with the foregoing and in connection with advising the Agent and such Lender with respect to their rights and responsibilities under this Agreement and the executiondocumentation relating hereto, delivery(d) to pay, enforcementindemnify, performance and administration to hold the Agent and each Lender harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes (other than withholding taxes), if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, any Loan Document and any such other documents and (e) to pay, indemnify, and hold the Agent and each Lender and their respective officers and directors harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including, without limitation, reasonable fees and disbursements of counsel) which may be incurred by or asserted against the Agent or the Lenders (i) arising out of or in connection with any investigation, litigation or proceeding related to this Agreement, the other Loan Documents Documents, the proceeds of the Loans and the transactions contemplated by or in respect of such use of proceeds, or any such of the other documentstransactions contemplated hereby, whether or not the Agent or any of the Lenders is a party thereto, including, without limitation, any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries Loan Parties or any of their the facilities and properties owned, leased or operated by any Loan Party, or (y) without limiting the generality of the foregoing, by reason of or in connection with the execution and delivery or transfer of, or payment or failure to make payments under, Letters of Credit (it being agreed that nothing in this subsection is intended to limit the Borrower's obligations under subsection 3.5) (all the foregoing in this clause (d)foregoing, collectively, the "indemnified liabilities"), provided that the Borrower shall have no obligation hereunder to the Administrative Agent or any Lender with respect to indemnified liabilities of the Agent or any Lender or any of their respective officers and directors arising from the gross negligence or willful misconduct of the Administrative Agent or any such LenderLender or their respective directors or officers. The agreements in this subsection shall survive termination of this Agreement and repayment of the Loans Notes and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent Lender for all its reasonable out-of-pocket costs and expenses reasonably incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, and the enforcement or preservation of any rights under, this Agreement and Agreement, the Notes, the other Loan Documents Documents, the Orders and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, internal collateral auditing and monitoring expenses, the reasonable fees and disbursements of counsel to the Administrative AgentLender (including Skadden, Arps, Slate, Meagher & Flom LLP) xxx xthex xxofessionals engaged by the Lender, (b) to pay or reimburse each the Lender and the Administrative Agent for all its reasonable costs and expenses reasonably incurred in connection with the enforcement or preservation of any rights under this Agreement, the Notes, the other Loan Documents Documents, the Orders and any such other documentsdocuments following the occurrence and during the continuance of a Default or an Event of Default, including, without limitation, the reasonable fees and disbursements of counsel to each the Lender and of counsel to (including Skadden, Arps, Slate, Meagher & Flom LLP) xxx xthex xxofessionals engaged by the Administrative Agent; provided that the Borrower shall only reimburse the reasonable fees, disbursements and other charges of one counsel to the Administrative Agent and the Lenders in connection with any amendment, restructuring or work-out of the Loan DocumentsLender, (c) to pay, indemnify, and indemnify and hold each harmless the Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the Notes, the other Loan Documents Documents, the Orders and any such other documents, and (d) to pay all the actual and reasonable expenses of the Lender related to this Agreement, the other Loan Documents, the Orders or the Loans in connection with the Case (including, without limitation, the on-going monitoring by the Lender of the Case, including attendance by the Lender and Skadden, Arps, Slate, Meagher & Flom LLP xx Xxxder'x xounsel at hearings or other proceedings and the on-going review of documents filed with the Bankruptcy Court) and (e) to pay, indemnify, and indemnify and hold each harmless the Lender (and the Administrative Agent harmless its directors, officers, employees and agents) from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance performance, preservation of rights and administration of this Agreement, the Notes, the other Loan Documents and any such other documentsDocuments, including, without limitation, any the Orders or the use of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations proceeds of the Borrower, any of its Subsidiaries or any of their properties Loans (all the foregoing in this clause (de), collectively, the "indemnified liabilities"), provided provided, that the Borrower shall have no obligation hereunder to the Administrative Agent or any Lender with respect to indemnified liabilities arising determined by the final judgment of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Administrative Agent or Lender. Without limiting the Borrower's obligations to pay such reasonable fees and expenses, the Lender shall notify the Borrower promptly after the engagement of any such Lendercounsel or other professionals referred to in clauses (a) and (d) above. The agreements in this subsection shall survive repayment of the Loans and all other amounts Obligations payable hereunder.

Payment of Expenses and Taxes. The Each Borrower agrees (a) to pay or reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, including the reasonable fees and disbursements of outside counsel to the Administrative AgentAgent and filing and recording fees and expenses, (b) to pay all reasonable out-of-pocket expenses incurred by each Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (c) to pay or reimburse each Lender, each Issuing Lender and the Administrative Agent for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, includingor Letters of Credit issued hereunder, without limitationincluding all such out-of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, including the reasonable fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and each Issuing Lender and of counsel to the Administrative Agent; provided that the Borrower shall only reimburse the reasonable fees, disbursements and other charges of one counsel to the Administrative Agent and the Lenders in connection with any amendment, restructuring or work-out of the Loan Documents, (cd) to pay, indemnify, and hold each Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, which that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (de) to pay, indemnify, and hold each Lender, each Issuing Lender and the Administrative Agent and their respective affiliates and their respective officers, directors, trustees, employees, agents and controlling persons (each, an “Indemnitee”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, includingincluding any claim, without limitationlitigation, investigation or 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 Letters of Credit (including any refusal by any 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, Company or any of its Subsidiaries or any of their properties the Properties and (x) the reasonable fees and expenses of one firm of legal counsel for all Indemnitees, taken as a whole, (y) if reasonably necessary, a single local counsel for all Indemnitees, taken as a whole, in each relevant jurisdiction and (z) solely in the case of an actual or potential conflict of interest, one additional counsel in each jurisdiction for each group of similarly situated affected Indemnitees, 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 (de), collectively, the "indemnified liabilities"“Indemnified Liabilities”), provided provided, that the no Borrower shall have no any obligation hereunder to the Administrative Agent or any Lender Indemnitee with respect to indemnified liabilities Indemnified Liabilities to the extent such Indemnified Liabilities (i) are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the bad faith, gross negligence or willful misconduct of such Indemnitee or such Indemnitee’s controlled Affiliates or any of its or their respective officers, directors, employees, agents or advisors (which, in the case of such agents or advisors are acting at the express direction of such Indemnitee), (ii) result from a claim brought by any Borrower or any other Loan Party against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if such Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (iii) relate to any proceeding that does not involve an act or omission of any Borrower or any of their Affiliates and that is brought by an Indemnitee against any other Indemnitee, other than claims against an Indemnitee in its capacity, or in fulfilling its role, as an agent or arranger or any other similar role under the Facilities. Without limiting the foregoing, and to the extent permitted by applicable law, each Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to so waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. 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. To the Administrative Agent fullest extent permitted by applicable law, each party hereto agrees that it shall not assert, and hereby waives, any claim against any other party hereto and any Indemnitee, 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, the transactions contemplated hereby or thereby, any Loan or Letter of Credit, or the use of the proceeds thereof; provided that the foregoing shall not limit the obligations of the Borrowers under this Section 10.5 in respect of any such Lenderdamages claimed against the Indemnitees by Persons other than Indemnitees. All amounts due under this Section 10.5 shall be payable promptly after written demand therefor. The agreements in this subsection Section 10.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees agrees, promptly upon presentation of a statement or invoice therefor, and whether any Loan is made (ai) to pay or reimburse the Administrative Agent, the Documentation Agent and the Arrangers for all its reasonable their out-of-pocket costs and expenses reasonably incurred in connection with the development, preparation and execution of, the Loan Documents and any amendment, supplement or modification tothereto (whether or not executed), this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, therewith and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative AgentSpecial Counsel, (bii) to pay or reimburse each Lender the Administrative Agent, the Documentation Agent, the Arrangers, the Letter of Credit Issuer, and the Administrative Agent Lenders for all its reasonable of their respective 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 documentsexpenses, including, without limitation, the reasonable fees and disbursements of counsel to each Lender and (including allocated costs of counsel to the Administrative Agent; provided that the Borrower shall only reimburse the reasonable feesinternal counsel), disbursements and other charges of one counsel to the Administrative Agent and the Lenders incurred in connection with (A) any amendment, Default or Event of Default and any enforcement or collection proceedings resulting therefrom or in connection with the negotiation of any restructuring or "work-out out" (whether consummated or not) of the obligations of the Credit Parties under any of the Loan DocumentsDocuments and (B) the enforcement of this Section, (ciii) to pay, indemnify, and hold the Administrative Agent, the Documentation Agent, the Arrangers, the Letter of Credit Issuer and each Lender harmless from and the Administrative Agent harmless fromagainst, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, which that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (div) to pay, indemnifyindemnify and hold the Administrative Agent, the Documentation Agent, the Arrangers, the Letter of Credit Issuer and each Lender, and hold each Lender of their respective officers, directors and the Administrative Agent employees, harmless from and against any and all other liabilities, obligations, claims, losses, damages, penalties, actions, judgments, suits, costs, expenses or and disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, (including, without limitation, any reasonable counsel fees and disbursements) with respect to the enforcement and performance of the foregoing relating to Loan Documents, the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations use of the Borrower, proceeds of the Loans and the enforcement and performance of the provisions of any subordination agreement in favor of its Subsidiaries or any of their properties the Administrative Agent and the Lenders (all the foregoing in this clause (d)foregoing, collectively, the "indemnified liabilities")) and, provided if and to the extent that the foregoing indemnity may be unenforceable for any reason, the Borrower agrees to make the maximum payment permitted or not prohibited under applicable law; provided, however, that the Borrower shall have no obligation hereunder to pay indemnified liabilities to the Administrative Agent Agent, the Documentation Agent, the Arrangers, the Letter of Credit Issuer or any Lender with respect to indemnified liabilities arising from the its gross negligence or willful misconduct of the Administrative Agent or any such Lenderclaims between one indemnified party and another indemnified party. The agreements in this subsection Section shall survive repayment the termination of the Loans Aggregate Revolving Credit Commitments and the Swing Line Commitment and the payment of all other amounts payable hereunder.under the Loan Documents. C. Lending Offices (a) Each Lender shall have the right at any time and from time to time to transfer its Loans to a different office, provided that such Lender shall promptly notify the Administrative Agent and the Borrower of any such change of office. Such office shall thereupon become such Lender's Domestic Lending Office or Eurodollar Lending Office, as the case may be, provided, however, that no such Lender shall be entitled to receive any greater amount under Sections 2.12, 2.14 and 2.15 as a result of a transfer of any such Loans to a different office of such Lender than it would be entitled to immediately prior thereto unless such claim would have arisen even if such transfer had not occurred. (b) Each Lender agrees that, upon the occurrence of any event giving rise to any increased cost or indemnity under Sections 2.12, 2.14 and 2.15 with respect to such Lender, it will, if requested by the Borrower, 54

Payment of Expenses and Taxes. The Borrower Company agrees (a) to pay or ----------------------------- reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents Notes and any other documents prepared in connection herewith or therewithherewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent, (b) to pay or reimburse each Lender Bank and the Administrative Agent for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents Notes and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to each Lender and of counsel to the Administrative Agent; provided that the Borrower shall only reimburse the reasonable fees, disbursements and other charges of one counsel to the Administrative Agent and to the Lenders in connection with any amendment, restructuring or work-out of the Loan Documentsseveral Banks, (c) to pay, indemnify, and indemnify and hold harmless each Lender Bank and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents Notes and any such other documents, and (d) to pay, indemnify, and indemnify and hold harmless each Lender Bank and the Administrative Agent harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents Notes, and any such other documents, including, without limitation, any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries or any of their properties documents (all the foregoing in this clause (d)foregoing, collectively, the "indemnified liabilities"), provided provided, that the Borrower Company shall -------- have no obligation hereunder to the Administrative Agent or any Lender Bank with respect to indemnified liabilities arising from (i) the gross negligence or willful misconduct of the Administrative Agent or such Bank, (ii) legal proceedings commenced or claims against the Administrative Agent or such Bank by any security holder or creditor thereof arising out of and based upon rights afforded any such Lendersecurity holder or creditor solely in its capacity as such, or (iii) legal proceedings commenced or claims against the Administrative Agent or such Bank by any other Bank or by any Transferee (as defined in subsection 9.6). The agreements in this subsection shall survive repayment of the Loans Notes and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent and its Affiliates for all its their reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, syndication, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of (i) counsel to the Administrative AgentAgent and (ii) the Administrative Agent customarily charged by it in connection with syndicated credits, (b) to pay or reimburse each Lender and the Administrative Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to each Lender and of counsel to the Administrative Agent; provided that the Borrower shall only reimburse the reasonable fees, disbursements and other charges of one counsel to the Administrative Agent and to the Lenders in connection with any amendment, restructuring or work-out of the Loan Documentsseveral Lenders, (c) to pay, indemnify, and hold each Lender and the Administrative Agent (and their respective Affiliates and their respective directors, officers, employees and agents) harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and the Administrative Agent (and their respective directors, officers, employees, agents and affiliates) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documentsor the use or the proposed use of proceeds contemplated by this Agreement, including, without limitation, any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries Loan Party or any of their properties the Properties (all the foregoing in this clause (d), collectively, the "indemnified liabilities"), ; provided that the Borrower shall have no obligation hereunder under this clause (d) to the any Administrative Agent or any Lender (or any of their respective directors, officers, employers, agents or Affiliates), with respect to indemnified liabilities arising to the extent such liabilities are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Person; provided further that the Administrative Agent Borrower shall not be liable under this clause (d) for the legal expenses of more than one primary firm or more than one local counsel in each state or other jurisdiction in which an indemnifiable action is brought unless the use of one primary firm or one local counsel by the indemnified parties would present such firm or counsel with a conflict of interest. Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower agrees not to assert, and hereby waives, and to cause each of its Restricted Subsidiaries not to assert and to so waive, all rights for contribution or any such Lenderother 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. The agreements in this subsection shall survive repayment of the Loans and all other amounts payable hereunderhereunder and the termination of this Agreement.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse each Lender and the Administrative Agent for all of its reasonable and documented out-of-pocket costs and expenses incurred in connection with the discussions with the Borrower regarding defaults under the Original Credit Agreement prior to the Closing Date and the development, preparation and execution of this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and, with respect to the Administrative Agent, administration of the transactions contemplated hereby and thereby including, without limitation, the reasonable fees, disbursements and other charges of counsel to each Lender and of counsel to the Administrative Agent and, with respect to the Administrative Agent, all fees and other charges with respect to any audit of the Borrower's and its Subsidiaries assets (including, without limitation, the fees and other charges of any appraiser) to the extent, in the case of such fees and expenses incurred prior to the Closing Date, that reasonably detailed invoices are presented to the Borrower with respect thereto, (b) to pay or reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, to this Agreement and the other Loan Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees fees, disbursements and disbursements other charges of counsel to the Administrative Agent, (bc) to pay or reimburse each Lender and the Administrative Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Credit Documents and any such other documents, including, without limitation, the reasonable fees fees, disbursements and disbursements other charges of counsel to each Lender and of counsel to the Administrative Agent; provided that the Borrower shall only reimburse the reasonable fees, disbursements and other charges of one counsel to the Administrative Agent and the Lenders in connection with any amendment, restructuring or work-out of the Loan Documents, (cd) to pay, indemnify, and hold harmless each Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, which that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Credit Documents and any such other documents, and (de) to pay, indemnify, and hold harmless each Lender and the Administrative Agent harmless and their respective directors, officers, employees, trustees and agents 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 whatsoever, including, without limitation, reasonable and documented fees, disbursements and other charges of counsel, with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Credit Documents and any such other documents, including, without limitation, any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries or any of their properties the Properties (all the foregoing in this clause (d), collectively, the "indemnified liabilities"), provided that the Borrower shall have no obligation hereunder to the Administrative Agent or any Lender nor any of their respective directors, officers, employees and agents with respect to indemnified liabilities arising from (i) the gross negligence or willful misconduct of the party to be indemnified or (ii) disputes among the Administrative Agent, the Lenders and/or their transferees. Without limiting the foregoing, the Borrower hereby releases any and all claims and causes of action that the Borrower may have against the Administrative Agent or any such LenderLender arising out of or relating to the Original Credit Agreement or any act or failure to act thereunder prior to the Closing Date. The agreements in this subsection Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent Agent, the Joint Lead Arrangers for all its reasonable and documented out-of-pocket costs and expenses reasonably incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, and the enforcement or preservation of any rights under, this Agreement and Agreement, the Notes, the other Loan Documents Documents, the Orders and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, includingthe reasonable and customary costs, without limitationfees and expenses of the Administrative Agent, the Joint Lead Arrangers in connection with its monthly and other periodic field examinations and appraisals and monitoring of assets (including reasonable and customary internal collateral monitoring fees) and the reasonable fees and disbursements of counsel to the Administrative Agent and professionals engaged by the Administrative Agent, (b) to pay or reimburse the Administrative Agent, the Joint Lead Arrangers and each Lender and the Administrative Agent for all its reasonable costs and expenses reasonably incurred in connection with the enforcement or preservation of any rights under this Agreement, the Notes, the other Loan Documents Documents, the Orders and any such other documentsdocuments following the occurrence and during the continuance of a Default or an Event of Default, including, including without limitation, the reasonable fees and disbursements of counsel to each Lender and of counsel to the Administrative Agent; provided that , the Borrower shall only reimburse the reasonable fees, disbursements and other charges of one counsel to the Administrative Agent Joint Lead Arrangers and the Lenders in connection with any amendmentand professionals engaged by the Administrative Agent, restructuring or work-out of the Loan DocumentsJoint Lead Arrangers and the Lenders, (c) to pay, indemnify, and indemnify and hold harmless each Lender Lender, the Joint Lead Arrangers and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxestaxes (other than Excluded Taxes), if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the Notes, the other Loan Documents Documents, the Orders and any such other documents, and (d) to pay all the actual and reasonable out-of-pocket expenses of the Administrative Agent related to this Agreement, the other Loan Documents, and the Loans and (e) to pay, indemnifyindemnify or reimburse each Lender, the Administrative Agent, the Joint Lead Arrangers their respective affiliates, and their respective officers, directors, trustees, employees, advisors, agents and controlling persons (each, an “Indemnitee”) for, and hold each Lender and the Administrative Agent Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including, 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, Borrower any of its Subsidiaries or any of their properties the Properties and the reasonable and documented fees and disbursements and other charges of legal counsel in connection with claims, actions or proceedings by any Indemnitee against the Borrower hereunder (all the foregoing in this clause (de), collectively, the "indemnified liabilities"“Indemnified Liabilities”), provided provided, that the Borrower shall have no obligation hereunder to the Administrative Agent or any Lender Indemnitee with respect to indemnified liabilities arising Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee. No Indemnitee shall be liable for any damages (other than damages arising from the gross negligence and willful misconduct of such Indemnitee) arising from the use by unauthorized persons of Information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons or for any special, indirect, consequential or punitive damages in connection with this Agreement, the Loan Documents or any of the Loans made hereunder. Without limiting the foregoing, and to the extent permitted by applicable law, each Loan Party agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries so to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, 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 shall be payable not later than 30 days after written demand therefor. Statements payable by the Borrower pursuant to this Section shall be submitted to Mx. Xxxxxxx X. Dawson (Telephone No. 600-000-0000) (Fax No. 600-000-0000)], at the address of the Borrower set forth in Section 11.2, or to such other Person or address as may be hereafter designated by the Borrower in a notice to the Administrative Agent or any such LenderAgent. The agreements in this subsection Section shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent and the Issuing Bank for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the Notes and the other Loan Documents Documents, and any other documents prepared in connection herewith or therewith, the preparation and execution of any Syndicated Letters of Credit, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of counsel (including those of outside counsel and, without duplication, allocated costs of in-house counsel to the extent such counsel performs services that would otherwise be performed by outside counsel) to the Administrative AgentAgent or the Issuing Bank, (b) to pay or reimburse each Lender Bank, the Issuing Bank and the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under or arising out of this Agreement, the Notes, the other Loan Documents and any such other documents, or incurred with respect to any challenge to any Letter of Credit, including, without limitation, the reasonable fees and disbursements of counsel (including those of outside counsel and, without duplication, allocated costs of in-house counsel to each Lender and of the extent such counsel performs services that would otherwise be performed by outside counsel) to the Administrative Agent; provided that , the Borrower shall only reimburse the reasonable feesIssuing Bank, disbursements and other charges of one counsel to the Administrative Agent several Banks, and the Lenders in connection with any amendment, restructuring or work-out of the Loan Documents, (c) to pay, indemnify, and hold each Lender Bank, the Issuing Bank and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if anyany (other than taxes excluded from the definition of "Taxes" in subsection 5.9), 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 Letters of Credit, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender Bank, the Issuing Bank and the Administrative Agent harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred in connection with, or arising out of, defending, prosecuting or complying with respect any proceeding, action or investigation arising out of, or relating to the execution, delivery, enforcement, performance and administration of this Agreement, the Notes, the Letters of Credit, the other Loan Documents and any such other documents, including, without limitation, any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries or any of their properties documents (all the foregoing in this clause (d)foregoing, collectively, the "indemnified liabilities"), provided provided, that the Borrower shall have no obligation hereunder to the Administrative Agent Agent, the Issuing Bank or any Lender Bank with respect to indemnified liabilities arising from the gross negligence or willful misconduct of the Administrative Agent Agent, the Issuing Bank or any such LenderBank. The agreements in this subsection shall survive repayment of the Loans Obligations and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, including the reasonable fees and disbursements of outside counsel to the Administrative AgentAgent and filing and recording fees and expenses, (b) to pay all reasonable out-of-pocket expenses incurred by each Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (c) to pay or reimburse each Lender, each Issuing Lender and the Administrative Agent for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, includingor Letters of Credit issued hereunder, without limitationincluding all such out-of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, including the reasonable fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and each Issuing Lender and of counsel to the Administrative Agent; provided that the Borrower shall only reimburse the reasonable fees, disbursements and other charges of one counsel to the Administrative Agent and the Lenders in connection with any amendment, restructuring or work-out of the Loan Documents, (cd) to pay, indemnify, and hold each Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, which that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (de) to pay, indemnify, and hold each Lender, each Issuing Lender and the Administrative Agent and their respective affiliates and their respective officers, directors, trustees, employees, agents and controlling persons (each, an “Indemnitee”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, includingincluding any claim, without limitationlitigation, 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 any 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, Borrower or any of its Subsidiaries or any of their properties the Properties and (x) the reasonable fees and expenses of one firm of legal counsel for all Indemnitees, taken as a whole, (y) if reasonably necessary, a single local counsel for all Indemnitees, taken as a whole, in each relevant jurisdiction and (z) solely in the case of an actual or potential conflict of interest, one additional counsel in each jurisdiction for each group of similarly situated affected Indemnitees, 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 (de), collectively, the "indemnified liabilities"“Indemnified Liabilities”), provided provided, that the Borrower shall have no obligation hereunder to the Administrative Agent or any Lender Indemnitee with respect to indemnified liabilities Indemnified Liabilities to the extent such Indemnified Liabilities (i) are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the bad faith, gross negligence or willful misconduct of such Indemnitee or such Indemnitee’s controlled Affiliates or any of its or their respective officers, directors, employees, agents or advisors (which, in the case of such agents or advisors are acting at the express direction of such Indemnitee), (ii) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (iii) relate to any proceeding that does not involve an act or omission of the Borrower or any of its Affiliates and that is brought by an Indemnitee against any other Indemnitee, other than claims against an Indemnitee in its capacity, or in fulfilling its role, as an agent or arranger or any other similar role under the Facilities. Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to so waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. 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 the Administrative Agent or any such LenderIndemnitee. All amounts due under this Section 10.5 shall be payable promptly after written demand therefor. The agreements in this subsection Section 10.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The U.S. Borrower agrees (a) to pay or reimburse the each Administrative Agent for all its reasonable out-of-pocket costs and reasonable expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement Agreement, the Notes and the other Loan Documents (other than documents relating to any Alternate Currency Facility) and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of counsel to the each Administrative Agent, (b) to pay or reimburse each Lender and the each Administrative Agent for all its reasonable their costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents Notes and any such other documents, including, without limitation, fees and disbursements of counsel to each Administrative Agent and the reasonable fees and disbursements of counsel to each Lender the several Lenders, and of counsel to the Administrative Agent; provided that the Borrower shall only reimburse the reasonable fees, disbursements and other charges of one counsel to the Administrative Agent and the Lenders in connection with any amendment, restructuring or work-out of the Loan Documents, (c) to pay, indemnify, and hold each Lender and the each Administrative Agent and their respective directors, officers, employees and agents harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents Notes and any such other documents, and (d) to pay, indemnify, and hold each Lender and the each Administrative Agent harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the Notes and the other Loan Documents and any such other documentsDocuments, including, without limitation, any the use or proposed use by the Borrowers of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations proceeds of the Borrower, any of its Subsidiaries or any of their properties Loans (all the foregoing in this clause (d)foregoing, collectively, the "indemnified liabilities"), ; provided that the U.S. Borrower shall have no obligation hereunder to the (i) any Administrative Agent or any Lender with respect to indemnified 122 liabilities arising from the gross negligence or willful misconduct of the such Administrative Agent or (ii) any Lender with respect to indemnified liabilities arising from gross negligence or wilful misconduct of such Lender, in each case as finally determined by a court of competent jurisdiction; provided, however, that nothing in this subsection shall be construed as requiring the Canadian Borrower to so indemnify in amounts that would be in violation of, and its obligations to so indemnify are subject to, the restrictions on financial assistance set out in the Business Corporations Act (Ontario); and, provided, further, that the preceding proviso shall not be construed in any way as limiting or derogating from the obligations of the other Borrowers set out in this subsection. The agreements in this subsection shall survive repayment of the Loans Loans, the Acceptance Reimbursement Obligations and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, including the reasonable fees and disbursements of counsel to the Administrative AgentAgent and filing and recording fees and expenses; provided, however, the Borrower shall only be liable for the fees and expenses of one counsel for the Arranger Parties, the Administrative Agent and the Lenders, collectively, from time to time, in connection with the preparation, execution, delivery and administration of this Agreement and the other Loan Documents, with statements with respect to the foregoing to be submitted to the Borrower prior to the Restatement Effective Date (in the case of amounts to be paid on the 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, (b) to pay or reimburse each Lender and the Administrative Agent for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including, without limitation, including the reasonable fees and AMERICAS 91292616 disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and of counsel to the Administrative Agent; provided that the Borrower shall only reimburse the reasonable fees, disbursements and other charges of one counsel to the Administrative Agent and the Lenders in connection with any amendment, restructuring or work-out of the Loan Documents, (c) to pay, indemnify, and hold each Lender Lender, Arranger Party and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documentsdocuments other than any Excluded Taxes, and (d) to pay, indemnify, and hold each Lender Lender, Arranger Party and the Administrative Agent and their respective officers, directors, employees, affiliates, agents and controlling persons (each, an “Indemnitee”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including, without limitation, including any of the foregoing relating to the use of proceeds of the Revolving Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, Borrower or any of its Subsidiaries or any of their properties and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against the Borrower under any Loan Document (all the foregoing in this clause (d), collectively, the "indemnified liabilities"“Indemnified Liabilities”), provided provided, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final, non-appealable judgment of a court of competent jurisdiction to arise from (i) the willful misconduct, bad faith or gross negligence of such Indemnitee, (ii) a material breach by such Indemnitee of its obligations hereunder or under the other Loan Documents or (iii) claims of one or more Indemnitees against another Indemnitee (other than claims against the Administrative Agent or the Arranger Parties in their capacities as such) and not involving any act or omission of the Borrower or its Subsidiaries or any of their Affiliates (or such person’s officers, directors, employees, advisors, agents or representatives). 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 that arise as a result of such Indemnitee’s status as a Lender or the Administrative Agent, or an officer, director, employee, affiliate, agent or controlling person thereof, with respect to indemnified liabilities arising 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 that such claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses are found by a final non-appealable judgment of a court of competent jurisdiction to arise 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 written demand therefor, and such demand shall set forth in reasonable detail the Administrative Agent or basis for and calculation of any such Lenderamounts claimed as owing by the Borrower. Statements payable by the Borrower pursuant to this Section 10.5 shall be submitted to 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 AMERICAS 91292616 Administrative Agent. The agreements in this subsection Section 10.5 shall survive repayment of the Revolving Loans and all other amounts payable hereunderhereunder and the termination of this Agreement.

Payment of Expenses and Taxes. The Each Borrower agrees (a) to pay or reimburse the Administrative applicable Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and any Notes and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative applicable Agent, (b) to pay or reimburse each Lender and the Administrative applicable Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, any Notes, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to each Lender the applicable Agent and, at any time after and during the continuance of counsel to the Administrative Agent; provided that the Borrower shall only reimburse the reasonable feesan Event of Default, disbursements and other charges of one counsel to all the Administrative Agent Lenders, and the Lenders in connection with any amendment, restructuring or work-out of the Loan Documents, (c) to pay, indemnify, and hold each Lender and the Administrative applicable Agent (and their respective directors, officers, employees and agents) harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the 126 119 transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any Notes, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and the Administrative applicable Agent (and their respective directors, officers, employees and agents) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, any Notes, the other Loan Documents Documents, the WHB Acquisition Documents, the WHB Acquisition or the use of the proceeds of the Tranche B Term Loans in connection with the WHB Acquisition and any such other documents, including, without limitation, any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries or any of their properties documents (all the foregoing in this clause (d), collectively, the "indemnified liabilities"), provided that the applicable Borrower shall have no obligation hereunder to the Administrative Agent applicable Agent, or any Lender (or their respective directors, officers, employees and agents) with respect to indemnified liabilities arising from the gross negligence or willful wilful misconduct of the Administrative Agent indemnified party or, in the case of indemnified liabilities arising under this Agreement, any Notes and the other documents, from material breach by the indemnified party of this Agreement, any Notes or any such Lenderthe other Loan Documents, as the case may be. The agreements in this subsection shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent, (b) to pay or reimburse each Lender and the Administrative Agent for all its reasonable out of pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Credit Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to each Lender the Administrative Agent and after the occurrence and during the continuance of an Event of Default a single counsel to the Lenders collectively and of additional counsel to the Administrative Agent; provided that the Borrower shall only reimburse the reasonable fees, disbursements and other charges of one counsel to the Administrative Agent and the Lenders in connection with any amendment, restructuring or work-out of the Loan Documents, (c) to pay, indemnify, and hold each Lender and the Administrative Agent, the Documentation Agent and the Syndication Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Credit Documents and any such other documents, documents and (d) to pay, indemnify, and hold each Lender and the Administrative Agent, the Documentation Agent and the Syndication Agent harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents Documents, the documentation relating to the Acquisition and the other transactions contemplated hereby, or the use of the proceeds of the Loans and other extensions of credit hereunder and any such other documents, including, without limitation, any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries or any of their properties the Properties (all the foregoing in this clause (d), collectively, the "indemnified liabilities"), provided that the Borrower shall have no obligation hereunder to the Administrative Agent, the Documentation Agent or the Syndication Agent or any Lender with respect to indemnified liabilities arising from the gross negligence or willful misconduct of any such party or, in the case of any indemnified liabilities arising out of this Agreement or the other Credit Documents, from the material breach of any indemnified party of this Agreement or the other Credit Documents, as the case may be, provided, further, that the Borrower shall have no obligation hereunder with respect to any Materials of Environmental Concern that are first generated, used, manufactured, emitted, treated, released or disposed of on any real property owned, operated or leased by the Borrower or violations of Environmental Laws, which in either case, first occurs on or with respect to such real property after the property has been transferred to the Administrative Agent, the Syndication Agent or any such LenderLender that succeeds or assigns by foreclosure, sale, deed in lieu of foreclosure or similar transfer, except to the extent actually caused by the Borrower or its Subsidiaries or either of their agents. The agreements in this subsection shall survive repayment of the Loans Loans, and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower Company agrees (a) to pay or ----------------------------- reimburse the Administrative Agent for all its reasonable out-of-pocket costs and reasonable expenses incurred in connection with the developmentpreparation, 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 therewithRelated Documents, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitationlimita tion, the reasonable fees and disbursements of outside counsel to the Administrative Agent, (b) to pay or reimburse each Lender and Lender, the Administrative Agent and the Collateral Agent for all its their reasonable out-of-pocket costs and reasonable expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, Agreement or the other Loan Documents and any such other documentsRelated Documents, including, without limitation, the reasonable fees and disbursements of counsel to each Lender and of counsel to the Administrative Agent; provided that , the Borrower shall only reimburse the reasonable fees, disbursements and other charges of one counsel to the Administrative Collateral Agent and the Lenders in connection with any amendment, restructuring or work-out of the Loan Documentsto each Lender, (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, documen tary, stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, Agreement or the other Loan Documents and any such other documentsRelated Documents, and (d) to pay, indemnify, and hold each Lender and Lender, the Administrative Agent and the Collateral Agent (each, in such capacity, the "Indemnified Person") harmless from and against any and all other liabilities, obligations, actual losses, damages, penalties, actions, judgments, suits, costs, reasonable expenses (including, without limitation, reasonable fees and disbursements of counsel) or disbursements of any kind or nature whatsoever reasonably incurred with respect to any third party claim made as a consequence of the execution, delivery, enforcement, performance and administration of this AgreementTransaction, the other Loan Recapitalization, the Reorganization or this Agreement and the Related Documents and any such other documents, including, without limitation, any or the use of proceeds of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries or any of their properties Loan (all the foregoing in this clause (d)foregoing, collectively, the "indemnified liabilities"), provided that the Borrower Company shall have no ----------------------- -------- obligation hereunder to the Administrative Agent or any Lender an Indemnified Person with respect to indemnified liabilities arising from the gross negligence or willful misconduct of the Administrative Agent or any such Lender. The agreements in this subsection shall survive repayment of the Loans and all other amounts payable hereunder.from

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, including the reasonable fees and disbursements of counsel to the Administrative AgentAgent and filing and recording fees and expenses; provided, however, the Borrower shall only be liable for the fees and expenses of one counsel for the Arranger Parties, the Administrative Agent and the Lenders, collectively, from time to time, in connection with the preparation, execution, delivery and administration of this Agreement and the other Loan Documents, with statements with respect to the foregoing to be submitted to the Borrower prior to the Restatement Effective Date (in the case of amounts to be paid on the 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, (b) to pay or reimburse each Lender and the Administrative Agent for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including, without limitation, including the reasonable 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; provided that the Borrower shall only reimburse the reasonable fees, disbursements and other charges of one counsel to the Administrative Agent and the Lenders in connection with any amendment, restructuring or work-out of the Loan Documents, (c) to pay, indemnify, and hold each Lender Lender, Arranger Party and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documentsdocuments other than any Excluded Taxes, and (d) to pay, indemnify, and hold each Lender Lender, Arranger Party and the Administrative Agent and their respective officers, directors, employees, affiliates, agents and controlling persons (each, an “Indemnitee”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including, without limitation, including any of the foregoing relating to the use of proceeds of the Revolving Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, Borrower or any of its Subsidiaries or any of their properties and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against the Borrower under any Loan Document (all the foregoing in this clause (d), collectively, the "indemnified liabilities"“Indemnified Liabilities”), provided provided, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final, non-appealable judgment of a court of competent jurisdiction to arise from (i) the willful misconduct, bad faith or gross negligence of such Indemnitee, (ii) a material breach by such Indemnitee of its obligations hereunder or under the other Loan Documents or (iii) claims of one or more Indemnitees against another Indemnitee (other than claims against the Administrative Agent or the Arranger Parties in their capacities as such) and not involving any act or omission of the NEWYORK 9337361 Borrower or its Subsidiaries or any of their Affiliates (or such person’s officers, directors, employees, advisors, agents or representatives). 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 that arise as a result of such Indemnitee’s status as a Lender or the Administrative Agent, or an officer, director, employee, affiliate, agent or controlling person thereof, with respect to indemnified liabilities arising 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 that such claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses are found by a final non-appealable judgment of a court of competent jurisdiction to arise 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 written demand therefor, and such demand shall set forth in reasonable detail the basis for and calculation of any such amounts claimed as owing by the Borrower. Statements payable by the Borrower pursuant to this Section 10.5 shall be submitted to 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 or any such LenderAgent. The agreements in this subsection Section 10.5 shall survive repayment of the Revolving Loans and all other amounts payable hereunderhereunder and the termination of this Agreement.

Payment of Expenses and Taxes. The Borrower Purchaser agrees (a) to pay or reimburse the Administrative Agent Seller for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative AgentSeller, (b) to pay or reimburse each Lender and the Administrative Agent Seller for all its reasonable 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, without limitation, the reasonable fees and disbursements of counsel to each Lender (including the allocated fees and expenses of counsel in-house counsel) to the Administrative Agent; provided that the Borrower shall only reimburse the reasonable fees, disbursements and other charges of one counsel to the Administrative Agent and the Lenders in connection with any amendment, restructuring or work-out of the Loan DocumentsSeller, (c) to pay, indemnify, and hold each Lender and the Administrative Agent Seller harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents Agreement and any such other documents, and (d) to pay, indemnify, and hold each Lender and the Administrative Agent Seller harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents Agreement and any such other documents, including, without limitation, any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries or any of their properties documents (all the foregoing in this clause (d), collectively, the "indemnified liabilities"), provided that the Borrower Purchaser shall have no obligation hereunder to the Administrative Agent or any Lender Seller with respect to indemnified liabilities arising from the gross negligence or willful misconduct of the Administrative Agent or any such LenderSeller. The agreements in this subsection shall survive repayment performance of the Loans and all other amounts payable hereundertransactions contemplated hereby.

Payment of Expenses and Taxes. The Borrower Company and each Subsidiary ----------------------------- Guarantor jointly and severally agrees (a) to pay or reimburse the Administrative Agent Bank for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the Note and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative AgentBank, (b) to pay or reimburse each Lender and the Administrative Agent Bank for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the Note, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to each Lender the Bank, and of counsel to the Administrative Agent; provided that the Borrower shall only reimburse the reasonable fees, disbursements and other charges of one counsel to the Administrative Agent and the Lenders in connection with any amendment, restructuring or work-out of the Loan Documents, (c) to pay, indemnify, and hold each Lender and the Administrative Agent Bank harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the Note, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and the Administrative Agent Bank harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the Note, the other Loan Documents and any such other documents, including, without limitation, any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries or any of their properties (all the foregoing in this clause (d), collectively, the "indemnified liabilities"), provided that the Borrower shall have no obligation hereunder to the Administrative Agent or any Lender with respect to indemnified liabilities arising from the gross negligence or willful misconduct of the Administrative Agent or any such Lender. The agreements in this subsection shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent, (b) to pay or reimburse each Lender and the Administrative Agent for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to each Lender (including the allocated fees and expenses of counsel to the Administrative Agent; provided that the Borrower shall only reimburse the reasonable fees, disbursements and other charges of one counsel in-house counsel) to the Administrative Agent and, at any time after and during the Lenders in connection with any amendmentcontinuance of an Event of Default, restructuring or work-out of one counsel of all the Loan DocumentsLenders, (c) to pay, indemnify, and hold harmless each Lender and the Administrative Agent harmless from, from and against any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnify, indemnify and hold harmless each Lender and the Administrative Agent harmless and their respective officers, directors, trustees, professional advisors, employees, affiliates, agents and controlling persons (each, an "indemnitee") from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including, without limitation, any of the foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, Borrower any of its Subsidiaries or any of their properties the Properties (all the foregoing in this clause (d), collectively, the "indemnified liabilities"), provided provided, that the Borrower shall have no obligation hereunder to the Administrative Agent or any Lender indemnitee with respect to indemnified liabilities arising to the extent such indemnified liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Administrative Agent or any such Lender. The agreements in this subsection shall survive repayment of the Loans and all other amounts payable hereunder.or

Payment of Expenses and Taxes. The Whether or not the transactions contemplated hereby shall be consummated, Borrower agrees to pay promptly (a) to pay or reimburse all the Administrative Agent for all its actual and reasonable out-of-pocket costs and expenses incurred in connection with of preparation of the development, preparation and execution of, Loan Documents and any amendmentconsents, supplement amendments, waivers or modification to, this Agreement other modifications thereto; (b) all the costs of furnishing all opinions by counsel for Borrower and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, Parties; (c) the reasonable fees fees, expenses and disbursements of counsel to Agents (in each case excluding costs of internal counsel) in connection with the negotiation, preparation, execution and administration of the Loan Documents and any consents, amendments, waivers or other modifications thereto and any other documents or matters requested by the Borrower; (d) all the actual costs and reasonable expenses of creating and perfecting Liens in favor of the Administrative Agent, (b) to pay for the benefit of Lenders pursuant hereto, including filing and recording fees, expenses and taxes, stamp or reimburse each Lender documentary taxes, search fees, title insurance premiums and the Administrative Agent for all its reasonable costs and fees, 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, without limitation, the reasonable fees and disbursements of counsel to each Lender Agent and of counsel providing any opinions that any Agent or Required Lenders may request in respect of the Collateral or the Liens created pursuant to the Administrative AgentSecurity Documents; provided that (e) all the Borrower shall only reimburse the actual costs and reasonable fees, expenses and disbursements and other charges of one counsel to the Administrative Agent and the Lenders in connection with any amendmentauditors, restructuring accountants, consultants or work-out of the Loan Documents, appraisers; (cf) to pay, indemnify, and hold each Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents; (g) all the actual costs and reasonable expenses (including the reasonable fees, expenses and (d) to paydisbursements of any appraisers, indemnifyconsultants, advisors and hold each Lender and agents employed or retained by the Administrative Agent harmless from and against its counsel) in connection with the custody or preservation of any and of the Collateral; (h) all other liabilitiesactual and reasonable costs and expenses incurred by each Agent in connection with the syndication of the Loans and Commitments and the negotiation, obligationspreparation and execution of the Loan Documents and any consents, lossesamendments, damageswaivers or other modifications thereto and the transactions contemplated thereby; and (i) after the occurrence of a Default or an Event of Default, penaltiesall costs and expenses, actionsincluding reasonable attorneys' fees (excluding allocated costs of internal counsel) and costs of settlement, judgments, suits, costs, expenses incurred by any Agent and Lenders in enforcing any Obligations of or disbursements of in collecting any kind payments due from any Loan Party hereunder or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, under the other Loan Documents and any by reason of such Default or Event of Default (including in connection with the sale of, collection from, or other documents, including, without limitation, realization upon any of the foregoing relating Collateral or the enforcement of any guaranty pursuant to the violation of, noncompliance Guarantee and Security Agreement) or in connection with any refinancing or liability under, any Environmental Law applicable to the operations restructuring of the Borrower, credit arrangements provided hereunder in the nature of a "work-out" or pursuant to any of its Subsidiaries insolvency or any of their properties (all the foregoing in this clause (d), collectively, the "indemnified liabilities"), provided that the Borrower shall have no obligation hereunder to the Administrative Agent bankruptcy cases or any Lender with respect to indemnified liabilities arising from the gross negligence or willful misconduct of the Administrative Agent or any such Lender. The agreements in this subsection shall survive repayment of the Loans and all other amounts payable hereunderproceedings.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses reasonably incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees fees, disbursements and disbursements other reasonable charges of counsel to the Administrative Agent, (b) to pay or reimburse each Lender and the Administrative Agent for all its reasonable costs and expenses reasonably incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to each Lender and of counsel to the Administrative Agent; provided that the Borrower shall only reimburse the reasonable fees, disbursements and other reasonable charges of one counsel to the Administrative Agent and to the several Lenders (other than those incurred in connection with any amendmentthe compliance by the relevant Lender with the provisions of subsection 2.20(a)), restructuring or work-out of the Loan Documents, and (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 by the Borrower in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and Lender, the Administrative Agent Agent, their affiliates, and their respective directors, officers, employees, advisors and agents (each, an "indemnified person") harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, reasonable expenses or disbursements of any kind or nature whatsoever (it being understood that this shall not include the fees and disbursements of counsel to any of the Lenders (other than JPMCB) in connection with (i) their review of this Agreement prior to the Closing Date or (ii) prior to the occurrence of a Default or an Event of Default, any amendment or waiver to this Agreement or any assignment to another Lender pursuant to the terms hereof) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including, without limitation, any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries or any of their properties Agreement (all the foregoing in this clause (d), collectively, the "indemnified liabilities"), ; provided that the Borrower shall have no obligation hereunder to the Administrative Agent or any Lender indemnified person with respect to indemnified liabilities arising from the gross negligence or willful misconduct of the Administrative Agent such indemnified person or any such Lenderof its affiliates, directors, officers, employees, advisers or agents. The agreements in this subsection 10.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees Credit Parties jointly and severally agree (a) to pay or reimburse the Administrative Agent and the Lead Arrangers for all its their reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation preparation, negotiation, printing and execution of, and any amendment, supplement or modification to, this Agreement and Credit Agreement, the other Loan Documents Credit Documents, the Fee Letter and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, together with the reasonable fees and disbursements of one outside counsel to the Administrative AgentAgent and the Lead Arrangers, (b) to pay or reimburse each Lender and the Administrative Agent for all its of their respective reasonable out-of-pockets costs and expenses incurred in connection with the enforcement or preservation of any rights under this Credit Agreement, the other Loan Credit Documents and any such other documentsthe Fee Letter, including, without limitation, the reasonable fees and disbursements of counsel to each Lender and of counsel to the Administrative Agent; provided that the Borrower shall only reimburse the reasonable fees, disbursements and other charges of one outside counsel to the Administrative Agent and the Lenders in connection with any amendment, restructuring or work-out to each of the Loan DocumentsLenders, provided that, absent dissension among the Lenders, or the Administrative Agent and the Lenders, the Borrower shall only be required to reimburse the Administrative Agent, the Lead Arrangers and each Lender, in the aggregate, for one outside law firm, (c) on demand, to pay, indemnify, and hold each Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay by the Borrower in paying, stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreementthe Credit Documents, the other Loan Documents Fee Letter and any such other documents, (d) to pay or reimburse each Lender and the Administrative Agent for any reasonable out-of-pocket costs, fees or expenses incurred in connection with any investigation (including, without limitation, background checks) performed to determine whether the Borrower or any of its Subsidiaries or any officer, director, shareholder or Affiliate of the Borrower or any of its Subsidiaries has violated any Anti-Terrorism Laws or other similar law and (de) to pay, indemnify, and hold each Lender and Lender, the Administrative Agent Agent, the Lead Arrangers, their respective Affiliates and their respective other Related Parties (an “Indemnified Person”) harmless from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs (including, without limitation, settlement costs), expenses or disbursements of any kind or nature whatsoever from third party claims (other than claims by taxing authorities) with respect to the execution, delivery, enforcement, performance and administration of this Agreementthe Credit Documents, the other Loan Documents Fee Letter and any such other documentsdocuments and the use, includingor proposed use, without limitation, any of proceeds of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations Loans (all of the Borrower, any of its Subsidiaries or any of their properties (all the foregoing in this clause (d)foregoing, collectively, the "indemnified liabilities"“Indemnified Liabilities”); provided, provided however, that the Borrower shall not have no any obligation hereunder to the Administrative Agent or any Lender an Indemnified Person with respect to indemnified liabilities Indemnified Liabilities arising from the gross negligence or willful misconduct of the Administrative Agent or any such LenderIndemnified Person, as determined by a court of competent jurisdiction pursuant to a final non-appealable judgment. The agreements in this subsection Section 10.5 shall survive repayment of the Loans Loans, Notes and all other amounts payable hereunderCredit Party Obligations. The obligations of the Foreign Borrower with respect to the indemnification and cost and expense reimbursement obligations set forth above and in the other Credit Documents shall, to the extent reasonably ascertainable, be limited to losses, claims, damages, liabilities, costs and expenses arising out of or relating to the obligations of the Foreign Borrower under this Agreement and the other Credit Documents (including the enforcement thereof) and the Foreign Borrower’s use or proposed use of the proceeds of any Loan made to it.

Payment of Expenses and Taxes. The Borrower Company agrees (a) to pay or reimburse the Documentation Agent, the Syndication Agent and the Administrative Agent for all its of their reasonable and documented fees, expenses, charges and out-of-pocket costs and expenses incurred in connection with the developmentpreparation, preparation execution, delivery and execution administration of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents obtaining of professional advice in connection with their ongoing obligations under, any Credit Document and any other documents prepared in connection herewith or therewithherewith, and the consummation and administration of the transactions contemplated hereby and therebythereby and the investigation, defense or participation in any legal proceeding relating to any of the foregoing (whether or not such indemnified person is a party thereto and regardless of whether such proceedings are brought by you or any other person), including, in each such case and without limitation, the reasonable and documented fees, expenses, charges and disbursements of the single primary counsel to the Documentation Agent, the Syndication Agent and the Administrative Agent and any additional special counsel and local counsel to the Documentation Agent, the Syndication Agent and the Administrative Agent, but not including any fees and disbursements expenses of counsel to the Administrative AgentLenders, (b) to pay or reimburse each Lender Lender, each Issuing Lender, the Swing Line Lender, the Documentation Agent, the Syndication Agent and the Administrative Agent for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Credit Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to each Lender and of the Administrative Agent, counsel to the Administrative Syndication Agent; provided that the Borrower shall only reimburse the reasonable fees, disbursements and other charges of one counsel to the Administrative Documentation Agent and the Lenders in connection with any amendment, restructuring or work-out of several counsel to the Loan DocumentsLenders, (c) to pay, indemnify, and to hold each Lender Lender, each Issuing Lender, the Swing Line Lender, the Documentation Agent, the Syndication Agent and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, if legal, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Credit Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender Lender, each Issuing Lender, the Swing Line Lender, the Documentation Agent, the Syndication Agent, the Arranger and the Administrative Agent Agent, and the officers, directors, employees, affiliates, advisors and agents thereof (collectively, the "indemnified persons"), harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, consummation, enforcement, performance and administration of this Agreement, the other Loan Credit Documents and any such other documents, including, without limitation, any the use by the Borrowers of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations proceeds of the Borrower, any Loans and other extensions of its Subsidiaries or any of their properties credit hereunder (all of the foregoing in this clause (d)foregoing, collectively, the "indemnified liabilities"), provided that the no Borrower shall have no any obligation to any indemnified person hereunder to the Administrative Agent or any Lender with respect to (i) indemnified liabilities arising which are found by a final decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such indemnified person, (ii) legal proceedings commenced against any such indemnified person by any security holder or creditor (other than the Company, its Subsidiaries and its Affiliates) thereof arising out of and based upon rights afforded any such security holder or creditor solely in its capacity as such, (iii) legal proceedings commenced against any Lender, any Issuing Lender or the Swing Line Lender (in their respective capacities as such) by any other Lender or by the Documentation Agent, the Syndication Agent or the Administrative Agent (provided that for purposes of this clause (iii) only, each of such other Lender, Issuing Lender, the Swing Line Lender, the Documentation Agent, the Syndication Agent, the Arranger and the Administrative Agent shall be entitled to indemnity hereunder to the extent that such legal proceedings have been commenced by it to enforce the provisions of the Credit Documents) or any such Lender(iv) amounts of the types referred to in clauses (a) through (c) above except as provided therein. The agreements in this subsection 17.6 shall survive repayment of the Loans Loans, the Notes, the Drafts, the Reimbursement Obligations and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees agrees, promptly upon presentation of a statement or invoice therefor, and whether any Loan is made, (a) to pay or reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, syndication, preparation and execution of, and any amendment, waiver, consent, supplement or modification requested by any Loan Party to, this Agreement and the other Loan Documents and Documents, any other documents prepared in connection herewith or therewith, therewith and the consummation and administration of the transactions contemplated hereby thereby whether such Loan Documents or any such amendment, waiver, consent, supplement or modification to the Loan Documents or any documents prepared in connection therewith are executed and therebywhether the transactions contemplated thereby are consummated, including, without limitation, including the reasonable fees and disbursements of counsel to the Administrative AgentSpecial Counsel, (b) to pay or reimburse each Lender and the Administrative Agent and the Lenders for all its of their respective reasonable out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including, without limitation, the (including reasonable fees and disbursements of counsel to each Lender and of counsel to the Administrative Agent; provided that the Borrower shall only reimburse the reasonable fees, disbursements and other charges of one counsel to the Administrative Agent and the Lenders in connection with any amendment, restructuring or work-out of the Loan Documentscounsel), (c) to pay, indemnify, and hold each Lender and the Administrative Agent harmless from, from any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, stamp or excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnify, indemnify and hold each Lender and or the Administrative Agent and each of their respective officers, directors and employees harmless from and against any and all other liabilities, obligations, claims, losses, damages, penalties, actions, judgments, suits, costs, expenses or and disbursements of any kind or nature whatsoever (including reasonable fees and disbursements of counsel) 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, without limitation, any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries or any of their properties (all the foregoing in this clause (d)foregoing, collectively, the "indemnified liabilitiesIndemnified Liabilities")) and, provided if and to the ----------------------- extent that the foregoing indemnity may be unenforceable for any reason, the Borrower agrees to make the maximum payment permitted under applicable law; provided, however, that the Borrower shall have no obligation hereunder to pay Indemnified Liabilities to the Administrative Agent or any Lender with respect to indemnified liabilities arising from the gross negligence or willful misconduct of the Administrative Agent or any such Lender. The agreements in this subsection Section 10.5 shall survive repayment the termination of the Loans Aggregate Commitments, the payment of the Notes and all other amounts payable under the Loan Documents, and the performance and observance by the Borrower of all of its other obligations under the Loan Documents hereunder.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative each Agent (which for purposes of this Section 10.5 shall include any Issuing Lender) for all of its reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, the syndication of the Facilities and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, including the reasonable and documented fees and disbursements of one firm of counsel (in addition to any local counsel) to the Administrative AgentAgent and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Borrower prior to the Closing Date (in the case of amounts to be paid on the Closing Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Administrative Agent shall deem appropriate, (b) to pay or reimburse each Lender and the Administrative Agent for all of its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including, without limitation, including the reasonable fees and disbursements of counsel (including the allocated fees and expenses of in house counsel) to each Lender and of counsel to the Administrative such Agent; provided that the Borrower shall only reimburse the reasonable fees, disbursements and other charges of one counsel to the Administrative Agent and the Lenders in connection with any amendment, restructuring or work-out of the Loan Documents, (c) to pay, indemnify, and hold each Lender and the Administrative Agent harmless from, from any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and the Administrative Agent and their respective officers, directors, trustees, advisors, employees, affiliates, agents and controlling persons (each, an "Indemnitee") harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including, without limitation, including any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations use of proceeds of the BorrowerLoans or Environmental Liability or the unauthorized use by Persons of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such Persons and the reasonable and documented fees and expenses of legal counsel in connection with claims, actions or proceedings by any of its Subsidiaries or Indemnitee against any of their properties Loan Party under any Loan Document (all the foregoing in this clause (d), collectively, the "indemnified liabilitiesIndemnified Liabilities"), provided provided, that the Borrower shall have no obligation hereunder to the Administrative Agent or any Lender Indemnitee with respect to indemnified liabilities arising Indemnified Liabilities to the extent such Indemnified Liabilities have resulted from the gross negligence or willful misconduct of such Indemnitee, and provided further, that the Borrower shall not be liable for settlement of any proceeding which is effected without the Borrower's consent (such consent not to be unreasonably withheld). Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any 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. 210-558-5254), or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent or any such LenderAgent. The agreements in this subsection Section 10.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees agrees, whether or not the transactions contemplated hereby are consummated, (a) to pay or reimburse the Administrative Agent Lender for all its reasonable costs and out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the Note 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 the transactions to occur on the Closing Date), including, without limitation, the reasonable fees and disbursements of outside counsel to the Administrative AgentLender and as to any amendment, supplement or modification to this Agreement or any other Loan Document and the administration of the transactions contemplated thereby, (b) after the occurrence and during the continuance of a Default, to pay or reimburse each Lender and the Administrative Agent Lender, for all its reasonable costs and out-of-pocket expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the 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, without limitation, the reasonable legal fees and disbursements of counsel to each Lender and of outside counsel to the Administrative Agent; provided that the Borrower shall only reimburse the reasonable fees, disbursements and other charges of one counsel to the Administrative Agent and the Lenders in connection with any amendment, restructuring or work-out of the Loan DocumentsLender, (c) to pay, indemnify, and indemnify and hold each harmless Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxestaxes (but not including Excluded Taxes), if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the Note, the other Loan Documents and any such other documents, documents and (d) to pay, indemnify, and indemnify and hold each harmless the Lender and the Administrative Agent harmless from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costscosts (including, without limitation, the reasonable legal fees and disbursements of outside counsel to the Lender), expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the Note, the other Loan Documents or the use of the proceeds of the Loans and any such other documents, including, without limitation, any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries or any of their properties documents (all the foregoing in this clause (d)foregoing, collectively, the "indemnified liabilities"), provided PROVIDED, that the Borrower shall have no obligation hereunder to the Administrative Agent or any Lender with respect to indemnified liabilities arising from the gross negligence or willful misconduct of the Administrative Agent Lender or any such Lenderits agents or attorneys-in-fact. The agreements in this subsection Section shall survive repayment of the Loans Note and all other amounts payable hereunder.

Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent Lender for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees fees, disbursements and disbursements other charges of counsel to the Administrative AgentLender, (b) to pay or reimburse each the Lender and the Administrative Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Credit Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to each Lender and of counsel to the Administrative Agent; provided that the Borrower shall only reimburse the reasonable fees, disbursements and other charges of one counsel to the Administrative Agent and the Lenders in connection with any amendment, restructuring or work-out of the Loan DocumentsLender, (c) to pay, indemnify, and hold each harmless the Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, which that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Credit Documents and any such other documents, and (d) to pay, indemnify, and hold each harmless the Lender and the Administrative Agent harmless its directors, officers, employees, trustees and agents 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 whatsoever, including, without limitation, reasonable and documented fees, disbursements and other charges of counsel, with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Credit Documents and any such other documents, including, without limitation, any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries or any of their properties the Properties (all the foregoing in this clause (d), collectively, the "indemnified liabilities"), provided that the Borrower shall have no obligation ----------- ----------- -------- hereunder to the Administrative Agent or Lender nor any Lender of its directors, officers, employees and agents with respect to indemnified liabilities arising from (i) the gross negligence or willful misconduct of the Administrative Agent party to be indemnified or any such Lender(ii) disputes between the Lender and its transferee(s). The agreements in this subsection Section 10.5 shall survive repayment of the Loans and all other amounts payable hereunder.