Common use of Payment of Expenses, etc Clause in Contracts

Payment of Expenses, etc. The Borrower agrees to: (i) pay all reasonable out-of-pocket costs and expenses (including reasonable legal fees and disbursements) of the Lender in connection with the preparation, negotiation, execution and delivery of this Agreement and the other Credit Documents and any amendment, waiver or consent relating to this Credit Agreement and the other Credit Documents to which it shall consent, including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructuring relating to the performance by the Borrower under this Credit Agreement and of the Lender in connection with enforcement of the Credit Documents and the documents and instruments referred to therein (including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of outside counsel for the Lender); and (ii) indemnify the Lender, their respective officers, directors, employees, representatives and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not the Lender is a party thereto) related to the entering into and/or performance of any Credit Document or the use of proceeds of any Loan (including other extensions of credit) hereunder or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable fees and disbursements of outside counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of gross negligence or willful misconduct on the part of the Person to be indemnified). In clause (ii) of the immediately preceding sentence, to the extent any such investigation, litigation or other proceeding shall be brought by or relate to a third party (other than by and between the Borrower and the Lender) then the Borrower shall be permitted to defend claims using professionals chosen by the Borrower, subject to the approval of the Lender, which approval shall not be unreasonably withheld or delayed. The Borrower agrees that in any such case no claim will be settled without the prior written consent of the indemnified Person against whom such claim is made unless such settlement includes an unconditional release of such Person.

Payment of Expenses, etc. The Borrower agrees to: (ia) to pay or reimburse the Lender for all of the Lender’s reasonable out-of-pocket costs and expenses (incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Operative Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable legal fees and disbursementsdisbursements of counsel to the Lender and filing and recording fees and expenses, (b) of to pay or reimburse the Lender for all costs and expenses incurred by the Lender in connection with the preparationenforcement or preservation of any rights under this Agreement, negotiationthe other Operative Documents and any such other documents, including the fees and disbursements of counsel to the Lender, (c) to pay, indemnify, and hold the Lender and its Related Parties harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes (other than those of the nature of an income tax), if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement and modification of, or any waiver or consent under or in respect of, this Agreement and Agreement, the other Credit Operative Documents and any amendmentsuch other documents and (d) to pay, waiver or consent relating to this Credit Agreement indemnify, and the other Credit Documents to which it shall consent, including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructuring relating to the performance by the Borrower under this Credit Agreement and of hold the Lender in connection with enforcement of the Credit Documents and the documents its Related Parties (each, an “Indemnitee”) harmless and instruments referred to therein defend them from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including, without limitation, in connection with any such enforcementsubject to the second succeeding proviso, the reasonable fees and disbursements of outside counsel for legal counsel) or disbursements of any kind or nature whatsoever with respect to the Lender); execution, delivery, enforcement, performance and (ii) indemnify administration of this Agreement, the Lenderother Operative Documents and any such other documents, their respective officers, directors, employees, representatives and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by including any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not the Lender is a party thereto) related foregoing relating to the entering into and/or performance of any Credit Document or the use of proceeds of the Loans (all the foregoing in this clause (d), collectively, the “Indemnified Liabilities”); provided that the Borrower shall have no obligation hereunder to any Loan Indemnitee with respect to 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; provided, further, that the Borrower shall not be obligated to pay, indemnify or hold harmless any Indemnitee if such Indemnitee (including other extensions of credit1) hereunder or does not provide reasonably prompt notice to the consummation Borrower of any other transactions contemplated claim for which indemnification is sought; provided that the failure to provide notice shall only limit the indemnification provided hereby to the extent of any incremental expense or actual prejudice as a result of such failure or (2) makes any admissions of liability or incurs any significant expenses after receiving actual written notice of the claim, or agrees to any settlement without the written consent of the Borrower, which consent shall not be unreasonably withheld. The Borrower may, in any Credit Documentits sole discretion, and at its expense, control the defense of the claim including, without limitation, designating counsel for the reasonable fees and disbursements of outside Indemnitees (which counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses shall be reasonably satisfactory to the extent incurred by reason Indemnitees) controlling all negotiations, litigation, arbitration, settlements, compromises and appeals of gross negligence or willful misconduct on any claim; provided that (x) the part Borrower may not agree to any settlement involving any Indemnitee that contains any element other than the payment of money and complete indemnification of the Person to be indemnified). In clause (ii) of the immediately preceding sentence, to the extent any such investigation, litigation or other proceeding shall be brought by or relate to a third party (other than by and between the Borrower and the Lender) then the Borrower shall be permitted to defend claims using professionals chosen by the Borrower, subject to the approval of the Lender, which approval shall not be unreasonably withheld or delayed. The Borrower agrees that in any such case no claim will be settled Indemnitee without the prior written consent of the indemnified Person against whom such claim is made unless such settlement includes an unconditional release affected Indemnitee and (y) the Borrower shall engage and pay the reasonable expenses of separate counsel for the Indemnitee to the extent that the interests of the Indemnitee are in conflict with those of the Borrower. The Borrower shall be responsible to pay the reasonable fees of such Personseparate legal counsel if such a conflict exists. The agreements in this Section 8.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses, etc. The Each Borrower agrees to: (ia) pay all reasonable out-of-pocket costs and expenses of (including reasonable legal fees and disbursementsi) of the Lender Administrative Agent in connection with the negotiation, preparation, negotiation, execution and delivery and administration of this Credit Agreement and the other Credit Documents and the documents and instruments referred to therein (including, without limitation, the reasonable fees and expenses of outside legal counsel to the Administrative Agent) and any amendment, waiver or consent relating to this Credit Agreement hereto and the other Credit Documents to which it shall consent, thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructuring restructure relating to the performance by the such Borrower under this Credit Agreement and (ii) of the Lender Administrative Agent and the Lenders in connection with enforcement of the Credit Documents and the documents and instruments referred to therein (including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of outside counsel for the Lender)Administrative Agent and each of the Lenders) against such Borrower; and (iib) indemnify the LenderAdministrative Agent and each Lender and its Affiliates, their respective officers, directors, employees, representatives and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not the Administrative Agent or any Lender or its Affiliates is a party thereto) related to the entering into and/or performance of any Credit Document or the use of proceeds of any Loan Loans (including other extensions of credit) hereunder or the consummation of any other transactions contemplated in any Credit DocumentDocument by such Borrower, including, without limitation, the reasonable fees and disbursements of outside counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of gross negligence or willful misconduct on the part of the Person to be indemnified). In clause (ii) of the immediately preceding sentence, to the extent any such investigation, litigation or other proceeding shall be brought by or relate to a third party (other than by and between the Borrower and the Lender) then the Borrower shall be permitted to defend claims using professionals chosen by the Borrower, subject to the approval of the Lender, which approval shall not be unreasonably withheld or delayed. The Borrower agrees that in any such case no claim will be settled without the prior written consent of the indemnified Person against whom such claim is made unless such settlement includes an unconditional release of such Person.

Payment of Expenses, etc. The Borrower agrees to: (ia) pay all reasonable out-of-pocket costs and expenses of (including reasonable legal fees i) the Administrative Agent and disbursements) of the Lender Lead Arrangers in connection with the negotiation, preparation, negotiation, execution and delivery and administration of this Credit Agreement and the other Credit Documents and the documents and instruments referred to therein (including, without limitation, the reasonable fees and expenses of outside legal counsel to the Administrative Agent) and any amendment, waiver or consent relating to this Credit Agreement hereto and the other Credit Documents to which it shall consent, thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructuring restructure relating to the performance by the Borrower under this Credit Agreement and (ii) of the Lender Administrative Agent, the Lead Arrangers and the Lenders in connection with enforcement of the Credit Documents and the documents and instruments referred to therein (including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of outside counsel for the Lender)Administrative Agent and each of the Lenders) against the Borrower; and (iib) indemnify the LenderAdministrative Agent, the Lead Arrangers and each Lender and its Affiliates, their respective officers, directors, employees, representatives representatives, and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not the Administrative Agent, the Lead Arrangers or any Lender and its Affiliates is a party thereto) related to the entering into and/or performance of any Credit Document or the use of proceeds of any Loan Loans (including other extensions of credit) hereunder or the consummation of any other transactions contemplated in any Credit DocumentDocument by the Borrower, including, without limitation, the reasonable fees and disbursements of outside counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of gross negligence or willful misconduct on the part of the Person to be indemnified). In clause (ii) of the immediately preceding sentence, to the extent any such investigation, litigation or other proceeding shall be brought by or relate to a third party (other than by and between the Borrower and the Lender) then the Borrower shall be permitted to defend claims using professionals chosen by the Borrower, subject to the approval of the Lender, which approval shall not be unreasonably withheld or delayed. The Borrower agrees that in any such case no claim will be settled without the prior written consent of the indemnified Person against whom such claim is made unless such settlement includes an unconditional release of such Person.

Payment of Expenses, etc. The Each Borrower agrees to: (ia) pay all reasonable out-of-pocket costs and expenses of (including reasonable legal fees i) the Administrative Agent and disbursements) of the Lender Lead Arranger in connection with the negotiation, preparation, negotiation, execution and delivery and administration of this Credit Agreement and the other Credit Documents and the documents and instruments referred to therein (including, without limitation, the reasonable fees and expenses of legal counsel to the Administrative Agent) and any amendment, waiver or consent relating to this Credit Agreement hereto and the other Credit Documents to which it shall consent, thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructuring restructure relating to the performance by the such Borrower under this Credit Agreement and (ii) of the Lender Administrative Agent, the Lead Arranger and the Lenders in connection with enforcement of the Credit Documents and the documents and instruments referred to therein (including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of outside counsel for the Lender)Administrative Agent and each of the Lenders) against such Borrower; and (iib) indemnify the Administrative Agent, the Lead Arranger and each Lender, their respective officers, directors, employees, representatives and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not the Administrative Agent, the Lead Arranger or any Lender is a party thereto) related to the entering into and/or performance of any Credit Document or the use of proceeds of any Loan Loans (including other extensions of credit) hereunder or the consummation of any other transactions contemplated in any Credit DocumentDocument by such Borrower, including, without limitation, the reasonable fees and disbursements of outside counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of gross negligence or willful misconduct on the part of the Person to be indemnified). In clause (ii) of the immediately preceding sentence, to the extent any such investigation, litigation or other proceeding shall be brought by or relate to a third party (other than by and between the Borrower and the Lender) then the Borrower shall be permitted to defend claims using professionals chosen by the Borrower, subject to the approval of the Lender, which approval shall not be unreasonably withheld or delayed. The Borrower agrees that in any such case no claim will be settled without the prior written consent of the indemnified Person against whom such claim is made unless such settlement includes an unconditional release of such Person.

Payment of Expenses, etc. The Each Borrower agrees to: (ia) pay all reasonable out-of-pocket costs and expenses of (including reasonable legal fees i) the Administrative Agent and disbursements) of the Lender Joint Lead Arrangers in connection with the negotiation, preparation, negotiation, execution and delivery of this Credit Agreement and the other Credit Documents and the documents and instruments referred to therein (including, without limitation, the reasonable fees and expenses of outside legal counsel to the Administrative Agent) and any amendment, waiver or consent relating to this Credit Agreement hereto and the other Credit Documents to which it shall consent, thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructuring restructure relating to the performance by the such Borrower under this Credit Agreement and (ii) of the Lender Administrative Agent and the Lenders in connection with enforcement of the Credit Documents and the documents and instruments referred to therein (including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of outside counsel for the Lender)Administrative Agent and each of the Lenders) against such Borrower; and (iib) indemnify the LenderAdministrative Agent, the Joint Lead Arrangers, each Issuing Lender and each Lender and its Affiliates, their respective officers, directors, employees, representatives and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or reasonable expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not the Administrative Agent, the Joint Lead Arrangers, any Issuing Lender or any Lender or its Affiliates is a party thereto, or whether or not such investigation, litigation or other proceeding was initiated by any Borrower, its Affiliates or any other party, other than in the case of any investigation, litigation or other proceeding initiated by any Borrower in connection with a material breach of obligations (as determined by a court of competent jurisdiction) by the Administrative Agent, the Joint Lead Arrangers, any Issuing Lender or any Lender hereunder) related to the entering into and/or performance of this Credit Agreement, any Credit Document Document, or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, any Loans or Letter of Credit or the use of proceeds of any Loan therefrom (including other extensions of creditcredit or the refusal of the Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) hereunder or the consummation of any other transactions contemplated in any Credit DocumentDocument by such Borrower, including, without limitation, the reasonable fees and disbursements of outside counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of gross negligence or willful misconduct on the part of the Person to be indemnified, in each case, as determined by a court of competent jurisdiction). In clause (ii) of the immediately preceding sentence, to the extent any such investigation, litigation or other proceeding shall be brought by or relate to a third party (other than by and between the Borrower and the Lender) then the Borrower shall be permitted to defend claims using professionals chosen by the Borrower, subject to the approval of the Lender, which approval shall not be unreasonably withheld or delayed. The Borrower agrees that in any such case no claim will be settled without the prior written consent of the indemnified Person against whom such claim is made unless such settlement includes an unconditional release of such Person.

Payment of Expenses, etc. The Borrower agrees to: (i) pay all reasonable out-of-pocket costs and expenses of Lender (including including, without limitation, the reasonable legal attorneys' fees and disbursements) of the Lender disbursements in connection with the preparationenforcement of, negotiationor the preservation of rights under, execution and delivery of this Agreement and any of the other Credit Loan Documents and any amendment, waiver or consent relating to this Credit Agreement and the other Credit Documents to which it shall consent, including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructuring relating to the performance by the Borrower under this Credit Agreement and of the Lender in connection with enforcement of the Credit Documents and the documents and instruments referred to therein (including, without limitation, in any bankruptcy, insolvency, reorganization or similar proceedings); (ii) pay and hold Lender harmless from and against any and all present and future stamp and other similar taxes with respect to this Agreement and the other Loan Documents and save Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to Lender) to pay such taxes; (iii) pay all filing and recording fees relating to, and taxes and other charges incurred in connection with any such enforcementwith, perfecting, maintaining and protecting the reasonable fees and disbursements of outside counsel for Liens created or contemplated to be created pursuant to the Lender)Security Documents; and (iiiv) indemnify the Lender, their respective its officers, directors, employees, representatives and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages damages, costs or expenses incurred by any of them (except to the extent resulting from their gross negligence or willful misconduct) as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not the Lender is a party thereto) related to the entering into and/or performance of any Credit Loan Document or the use of the proceeds of any each Loan (including other extensions of credit) hereunder or the consummation of any other transactions contemplated in any Credit Loan Document, including, without limitation, the reasonable fees and disbursements of outside counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of gross negligence or willful misconduct on the part of the Person to be indemnified). In clause (ii) of the immediately preceding sentence, to the extent any such investigation, litigation or other proceeding shall be brought by or relate to a third party (other than by and between the Borrower and the Lender) then the Borrower shall be permitted to defend claims using professionals chosen by the Borrower, subject to the approval of the Lender, which approval shall not be unreasonably withheld or delayed. The Borrower agrees that in any such case no claim will be settled without the prior written consent of the indemnified Person against whom such claim is made unless such settlement includes an unconditional release of such Personproceeding.

Payment of Expenses, etc. The Borrower hereby agrees to: (i) (A) pay all reasonable out-of-pocket costs and expenses of Lender (including the reasonable legal fees and disbursementsdisbursements of Lender’s outside (but not in-house) of the Lender counsel) in connection with the preparation, negotiation, execution and delivery of any amendment, waiver or consent under this Agreement and the other Credit Documents, and (B) after the occurrence and during the continuation of an Event of Default, pay all reasonable out-of-pocket costs and expenses of Lender (including the reasonable fees and disbursements of Lender’s outside (but not in-house) counsel) in connection with the enforcement of this Agreement and the other Credit Documents and any amendment, waiver or consent relating to this Credit Agreement and the other Credit Documents to which it shall consent, including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructuring relating to the performance by the Borrower under this Credit Agreement and of the Lender in connection with enforcement of the Credit Documents and the documents and instruments referred to herein and therein (including, without limitation, or in connection with any such enforcement, refinancing or restructuring of the reasonable fees and disbursements credit arrangements provided under this Agreement in the nature of outside counsel for the Lender)a “work-out” or pursuant to any insolvency or bankruptcy proceedings; and (ii) indemnify the Lender, their Lender and its respective officers, directors, employees, representatives representatives, agents, affiliates, trustees and agents investment advisors (each such Person, an “Indemnified Person”) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, liabilitiesdamages, penalties, claims, damages actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) (collectively, “Damages”) incurred by, imposed on or expenses incurred by assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, of (a) any investigation, litigation or other proceeding (whether or not the Lender is a party theretothereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of Borrower) related to the entering into and/or performance of this Agreement or any other Credit Document, (b) any Collateral or Property of any Credit Document Party or (c) the use of any proceeds of any Loan (including other extensions of credit) Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein or in any other Credit DocumentDocument or the exercise of any of their rights or remedies provided herein or in the other Credit Documents; provided, includingthat such indemnity shall not, without limitationas to any Indemnified Person, the reasonable fees and disbursements of outside counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses be available to the extent incurred that such Damages (x) are determined by reason a non-appealable order from a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct on of an Indemnified Person or (y) have resulted from a claim brought by any Credit Party against an Indemnified Person for material breach of such Indemnified Person’s obligations under any Credit Document. To the part of extent that the undertaking to indemnify, pay or hold harmless any Indemnified Person to set forth in the preceding sentence may be indemnified). In clause (ii) of unenforceable because it violates or would violate any law or public policy, Borrower shall make the immediately preceding sentence, maximum contribution to the extent any such investigation, litigation or other proceeding shall be brought by or relate to a third party (other than by payment and between the Borrower and the Lender) then the Borrower shall be permitted to defend claims using professionals chosen by the Borrower, subject to the approval satisfaction of the Lender, which approval shall not be unreasonably withheld or delayed. The Borrower agrees that in any such case no claim will be settled without the prior written consent each of the indemnified liabilities which is permissible under applicable law. To the fullest extent permitted by applicable law, no Indemnified Person against whom such claim is made unless such settlement includes an unconditional release shall have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Credit Documents or arising out of such Personits activities in connection herewith or therewith (whether before or after the Effective Date). This Section 12.01 shall not apply with respect to taxes other any taxes that represent losses, claims, damages, etc. arising from any non-tax claim.

Payment of Expenses, etc. The Borrower agrees to: (i) pay all reasonable out-of-pocket costs and expenses (including reasonable legal fees Legal Fees and disbursements) of the Lender in connection with the preparation, negotiation, execution and delivery of this Credit Agreement and the other Credit Documents and any modification, amendment, supplement, waiver or consent relating to this Credit Agreement and the other Credit Documents to which it shall consentDocuments, including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructuring relating to the performance by the Borrower under this Credit Agreement and of the Lender in connection with enforcement of the Credit Documents and the documents and instruments referred to therein (including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of outside counsel for the Lender); and (ii) indemnify the Lender, their respective officers, directors, employees, representatives and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not the Lender is a party thereto) related to the entering into and/or performance of any Credit Document or the use of proceeds of any Loan (including other extensions of credit) hereunder or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable fees and disbursements of outside counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of gross negligence or willful misconduct on the part of the Person to be indemnified). In clause Without limiting the foregoing or any other provision herein, if this Credit Agreement, any other Credit Document or the transaction contemplated herein, is referred to an attorney for consultation regarding the assertion or enforcement of any rights or defenses in connection with any pending or threatened legal or equitable proceedings or through the Bankruptcy Court or if Lender is required to respond to, appear in or otherwise expend any time or resources in connection with any inquiry, subpoena, audit, examination, investigation, proceeding or action in connection with this Credit Agreement, any other Credit Document, the transaction contemplated herein or otherwise relating to the Borrower and/or its members, shareholders partners, officers and principals, Borrower shall, promptly upon demand by Lender, pay or reimburse (as the case may be) all (i) reasonable fees and expenses of lawyers, fees and expenses of accountants and other consultants engaged by Lender for such purpose(s) and (ii) all out-of-pocket costs, expenses and disbursements incurred by Lender in connection with same (including, without limitation, fees, costs, and expenses incurred in connection with investigating and responding to a subpoena relating to any of the immediately preceding sentenceforegoing) together with interest thereon at the Default Rate through the date of payment. All of the foregoing fees, to the extent any such investigationcosts, litigation or other proceeding wages and expenses shall be brought due and payable by Borrower whether or relate to a third party (not formal legal action has been commenced or taken. The obligations of Borrower under this Section 8.4 shall survive termination of this Credit Agreement, payment in full of all the Loans and all other than by and between Obligations under this Credit Agreement, the Borrower Promissory Notes and the Lender) then the Borrower shall be permitted to defend claims using professionals chosen by the Borrower, subject to the approval of the Lender, which approval shall not be unreasonably withheld or delayed. The Borrower agrees that in any such case no claim will be settled without the prior written consent of the indemnified Person against whom such claim is made unless such settlement includes an unconditional release of such Person.other Credit Documents

Payment of Expenses, etc. The Holdings and the Borrower agrees agree to: (i) pay all reasonable out-of-pocket costs and expenses (including reasonable legal fees and disbursements) of the Lender in connection with the negotiation, preparation, negotiation, execution and delivery of this Agreement and the other Credit Documents and any amendment, waiver or consent relating to this the Credit Agreement Documents and the other Credit Documents documents and instruments referred to which it shall consent, including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructuring relating to the performance by the Borrower under this Credit Agreement therein and of the Lender in connection with the enforcement of the Credit Documents and the documents and instruments referred to therein (including, without limitation, in connection with any such enforcementeach case, the reasonable fees and disbursements of outside counsel for the Lender with prior notice to Holdings and the Borrower of the engagement of any counsel); (ii) pay and hold the Lender harmless from and against any and all present and future stamp and other similar taxes with respect to the foregoing matters and save the Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Lender)) to pay such taxes; and (iiiii) indemnify the Lender, their respective its officers, directors, employees, representatives and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses (including, without limitation, any and all losses, liabilities, claims, damages or expenses arising under Environmental Laws except with regard to any losses, costs, damages or expenses under Environmental Laws arising from or relating to acts or omissions occurring after the Lender takes possession of, uses, operates, manages, controls or sells the Mortgaged Property provided, however, that such exception shall apply only to the extent such losses, costs, damages or expenses arise solely from the gross negligence, bad faith or willful misconduct of the Lender or of the agents of the Lender) incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not the Lender is a party thereto) related to the entering into and/or performance of any Credit Document or the use of the proceeds of any the Term Loan (including other extensions of credit) hereunder or the Refinancing or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable fees and disbursements of outside counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence negligence, bad faith or willful misconduct on the part of the Person to be indemnified). In clause (ii) of the immediately preceding sentence, to the extent any such investigation, litigation or other proceeding shall be brought by or relate to a third party (other than by and between the Borrower and the Lender) then the Borrower shall be permitted to defend claims using professionals chosen by the Borrower, subject to the approval of the Lender, which approval shall not be unreasonably withheld or delayed. The Borrower agrees that in any such case no claim will be settled without the prior written consent of the indemnified Person against whom such claim is made unless such settlement includes an unconditional release of such Person.

Payment of Expenses, etc. The Borrower agrees to: (i) pay all reasonable out-of-pocket costs and expenses (including reasonable legal fees and disbursements) of the Lender Agent and the Lead Arranger in connection with (A) the negotiation, preparation, negotiation, execution and delivery and administration of this Agreement and the other Credit Documents and any amendment, waiver or consent relating to this Credit Agreement and the other Credit Documents and the documents and instruments referred to which it shall consenttherein (including, without limitation, legal fees of one counsel for the Agent) and (B) any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructuring restructure relating to the performance by the Borrower under this Credit Agreement Agreement, (ii) pay all reasonable out-of-pocket costs and expenses of the Lender Agent and the Lenders in connection with (A) enforcement of the Credit Documents and the documents and instruments referred to therein (including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of outside counsel for the Lender); Agent and each of the Lenders) and (iiB) any bankruptcy or insolvency proceeding of the Borrower and (iii) indemnify the Agent, the Lead Arranger and each Lender, their respective its officers, directors, employees, representatives representatives, affiliates and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not the Agent, the Lead Arranger or any Lender is a party thereto) related to the entering into and/or performance of any Credit Document or the use of proceeds of any Loan Loans (including other extensions of credit) hereunder or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable fees and disbursements of outside counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of gross negligence or willful misconduct on the part of the Person to be indemnifiedindemnified or such Person's employer, employee or co-employee). In clause (ii) the case of the immediately preceding sentence, to the extent any such an investigation, litigation or other proceeding to which the indemnity in this Section 11.5 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by or relate to a third party (other than by and between the Borrower and the Lender) then the Borrower shall be permitted to defend claims using professionals chosen by the Borrower, subject its directors, equityholders or creditors or any other Person, whether or not any indemnified Person is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated; provided that the indemnity in this Section 11.5 by the Borrower shall not extend to disputes solely among the Lenders or litigation commenced by the Borrower which (a) seeks enforcement of any of the Borrower’s rights hereunder and (b) is determined in a final judgment adverse to the approval of Agent and the Lender, which approval shall not be unreasonably withheld or delayed. The Borrower agrees that in any such case no claim will be settled without the prior written consent of the indemnified Person against whom such claim is made unless such settlement includes an unconditional release of such PersonLenders.

Payment of Expenses, etc. The Borrower agrees to: (i) pay all reasonable out-of-pocket costs and expenses (including reasonable legal fees and disbursements) of the Lender Administrative Agent and Banc One Capital Markets, Inc. ("BOCM") in connection with (A) the negotiation, preparation, negotiation, execution and delivery and administration of this Agreement and the other Credit Documents and any amendment, waiver or consent relating to this Credit Agreement and the other Credit Documents and the documents and instruments referred to which it shall consenttherein (including, without limitation, the reasonable fees and expenses of Mayer, Brown, Rowe & Maw, special counsel to the Administrative Agent) and (B) any xxxxdment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructuring restructure relating to the performance by the Borrower under this Credit Agreement Agreement, (ii) pay all reasonable out-of-pocket costs and expenses of the Lender Administrative Agent and the Lenders in connection with (A) enforcement of the Credit Documents and the documents and instruments referred to therein (including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of outside counsel for the LenderAdministrative Agent and each of the Lenders (including the allocated cost of internal counsel); ) and (iiB) any bankruptcy or insolvency proceeding of the Borrower and (iii) indemnify the Administrative Agent, BOCM and each Lender, their respective its officers, directors, employees, representatives and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not the Administrative Agent, BOCM or any Lender is a party thereto) related to the entering into and/or performance of any Credit Document or the use of proceeds of any Loan Loans (including other extensions of credit) hereunder or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable fees and disbursements of outside counsel (including the allocated cost of internal counsel) incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of gross negligence or willful misconduct on the part of the Person to be indemnified). In clause (ii) of the immediately preceding sentence, to the extent any such investigation, litigation or other proceeding shall be brought by or relate to a third party (other than by and between the Borrower and the Lender) then the Borrower shall be permitted to defend claims using professionals chosen by the Borrower, subject to the approval of the Lender, which approval shall not be unreasonably withheld or delayed. The Borrower agrees that in any such case no claim will be settled without the prior written consent of the indemnified Person against whom such claim is made unless such settlement includes an unconditional release of such Person.

Payment of Expenses, etc. The Borrower agrees to: (ia) pay all reasonable out-of-pocket costs and expenses of (including reasonable legal fees and disbursementsi) of the Lender Administrative Agent in connection with the negotiation, preparation, negotiation, execution and delivery and administration of this Credit Agreement and the other Credit Documents and the documents and instruments referred to therein (including, without limitation, the reasonable fees and expenses of outside legal counsel to the Administrative Agent) and any amendment, waiver or consent relating to this Credit Agreement hereto and the other Credit Documents to which it shall consent, thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructuring restructure relating to the performance by the Borrower under this Credit Agreement and (ii) of the Lender Administrative Agent and the Lenders in connection with enforcement of the Credit Documents and the documents and instruments referred to therein (including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of outside counsel for the Lender)Administrative Agent and each of the Lenders) against the Borrower; and (iib) indemnify the LenderAdministrative Agent and each Lender and its Affiliates, their respective officers, directors, employees, representatives representatives, and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not the Administrative Agent or any Lender and its Affiliates is a party thereto) related to the entering into and/or performance of any Credit Document or the use of proceeds of any Loan (including other extensions of credit) hereunder or the consummation of any other transactions contemplated in any Credit DocumentDocument by the Borrower, including, without limitation, the reasonable fees and disbursements of outside counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of gross negligence or willful misconduct on the part of the Person to be indemnified). In clause (ii) of the immediately preceding sentence, to the extent any such investigation, litigation or other proceeding shall be brought by or relate to a third party (other than by and between the Borrower and the Lender) then the Borrower shall be permitted to defend claims using professionals chosen by the Borrower, subject to the approval of the Lender, which approval shall not be unreasonably withheld or delayed. The Borrower agrees that in any such case no claim will be settled without the prior written consent of the indemnified Person against whom such claim is made unless such settlement includes an unconditional release of such Person.

Payment of Expenses, etc. The Borrower agrees to: (i) pay all reasonable out-of-pocket costs and expenses (including reasonable legal fees and disbursements) of the Lender Agent and the Active Arrangers in connection with (A) the negotiation, preparation, negotiation, execution and delivery and administration of this Agreement and the other Credit Documents and any amendment, waiver or consent relating to this Credit Agreement and the other Credit Documents and the documents and instruments referred to which it shall consenttherein (including, without limitation, legal fees of one counsel for the Agent) and (B) any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructuring restructure relating to the performance by the Borrower under this Credit Agreement Agreement, (ii) pay all reasonable out-of-pocket costs and expenses of the Lender Agent, each L/C Issuer and the Lenders in connection with (A) enforcement of the Credit Documents and the documents and instruments referred to therein (including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of outside counsel for the Lender); Agent, each L/C Issuer and each of the Lenders) and (iiB) any bankruptcy or insolvency proceeding of the Borrower and (iii) indemnify the Agent, the Active Arrangers, each L/C Issuer and each Lender, their respective its officers, directors, employees, representatives representatives, affiliates and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not the Agent, the Active Arrangers, any L/C Issuer or any Lender is a party thereto) related to the entering into and/or performance of any Credit Document or the use of proceeds of any Loan Loans (including other extensions of credit) hereunder or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable fees and disbursements of outside counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of gross negligence or willful misconduct on the part of the Person to be indemnifiedindemnified or such Person’s employer, employee or co-employee). In clause (ii) of ; provided that the immediately preceding sentence, to the extent any such investigation, litigation or other proceeding shall be brought foregoing indemnity by or relate to a third party (other than by and between the Borrower and the Lender) then the Borrower shall be permitted not extend to defend claims using professionals chosen disputes solely among the Lenders or litigation commenced by the Borrower which (a) seeks enforcement of any of the Borrower, subject ’s rights hereunder and (b) is determined in a final judgment adverse to the approval Agent and the Lenders. The agreements in this Section 11.5 shall survive the payment of the Lender, which approval shall not be unreasonably withheld or delayed. The Borrower agrees that in any such case no claim will be settled without Obligations and all other amounts payable hereunder and under the prior written consent of the indemnified Person against whom such claim is made unless such settlement includes an unconditional release of such Personother Credit Documents.

Payment of Expenses, etc. The Borrower agrees to: (i) pay all reasonable out-of-pocket costs and expenses (including reasonable legal fees and disbursements) of the Lender Agent in connection with (A) the negotiation, preparation, negotiation, execution and delivery delivery, syndication and administration of this Agreement and the other Credit Documents and any amendment, waiver or consent relating to this Credit Agreement and the other Credit Documents and the documents and instruments referred to which it shall consenttherein (including, without limitation, the reasonable fees and expenses of counsel to the Agent) and (B) any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructuring restructure relating to the performance by the Borrower under this Credit Agreement Agreement, (ii) pay all reasonable out-of-pocket costs and expenses of the Agent and each Lender in connection with (A) enforcement of the Credit Documents and the documents and instruments referred to therein (including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of outside counsel for the LenderAgent and each of the Lenders (including the allocated cost of internal counsel); ) and (iiB) any bankruptcy or insolvency proceeding of any Credit Party and (iii) indemnify the Agent and each Lender, their respective Affiliates and the respective officers, directors, employees, representatives and agents of the foregoing from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not the Agent or any Lender is a party thereto) related to the entering into and/or performance of any Credit Document or the use of proceeds of any Loan Loans (including other extensions of credit) hereunder or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable fees and disbursements of outside counsel and settlement costs incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of gross negligence or willful misconduct on the part of the Person to be indemnifiedindemnified as determined by a court of competent jurisdiction by final and non-appealable judgment). In clause (ii) of the immediately preceding sentenceDCP Midstream Operating, to the extent any such investigation, litigation or other proceeding shall be brought by or relate to a third party (other than by LP Amended and between the Borrower and the Lender) then the Borrower shall be permitted to defend claims using professionals chosen by the Borrower, subject to the approval of the Lender, which approval shall not be unreasonably withheld or delayed. The Borrower agrees that in any such case no claim will be settled without the prior written consent of the indemnified Person against whom such claim is made unless such settlement includes an unconditional release of such Person.Restated Credit Agreement

Payment of Expenses, etc. The Borrower Each Credit Party agrees toto pay (or reimburse the Administrative Agent, the Lenders or their Affiliates, as the case may be) all of the following: (i) pay whether or not the transactions contemplated hereby are consummated, for all reasonable and documented out-of-of- pocket costs and costs, expenses (including reasonable legal fees and disbursements) of the Lender Administrative Agent in connection with the negotiation, preparation, negotiationdue diligence, syndication, administration and execution and delivery of this Agreement and the other Credit Documents and any amendment, waiver or consent relating to this Credit Agreement and the other Credit Documents to which it shall consent, including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructuring relating to the performance by the Borrower under this Credit Agreement and of the Lender in connection with enforcement of the Credit Loan Documents and the documents and instruments referred to therein (and the syndication of the Commitments, including, without limitation, all reasonable and documented out-of-pocket expenses and legal fees of one counsel to the Administrative Agent and the Arrangers; (ii) all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent in connection with any such enforcementamendment, waiver or consent relating to any of the Loan Documents; (iii) all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent, the reasonable fees Lenders and disbursements their Affiliates in connection with the enforcement of outside counsel for the Lender); and (ii) indemnify the Lender, their respective officers, directors, employees, representatives and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not the Lender is a party thereto) related to the entering into and/or performance of any Credit Document Loan Documents or the use of proceeds of any Loan (including other extensions of credit) hereunder or the consummation of any other transactions contemplated in any Credit Documentdocuments and instruments referred to therein, including, without limitation, the reasonable fees and disbursements of outside any individual counsel incurred to the Administrative Agent and any Lender (including, without limitation, allocated costs of internal counsel); (iv) all the actual costs and expenses of creating and perfecting Liens in favor of the Administrative Agent, for the benefit of Secured Creditors, in accordance with the Loan Documents, including filing and recording fees, expenses and amounts owed pursuant to Article III, search fees, title insurance premiums and fees, expenses and disbursements of counsel to the Administrative Agent and of counsel providing any opinions that the Administrative Agent or the Required Lenders may request in respect of the Collateral or the Liens created pursuant to the Security Documents, each of the foregoing to the extent owed and payable hereunder or under any other Loan Document; (v) all the reasonable and documented out-of-pocket costs and fees, expenses and disbursements of any third party auditors, accountants, consultants or appraisers; and (vi) all the actual costs and expenses (including the fees, expenses and disbursements of counsel (including allocated costs of internal counsel) and of any appraisers, consultants, advisors and agents employed or retained by the Administrative Agent and its counsel) in connection with the custody or preservation of any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of gross negligence or willful misconduct on the part of the Person to be indemnified). In clause (ii) of the immediately preceding sentence, to the extent any such investigation, litigation or other proceeding shall be brought by or relate to a third party (other than by and between the Borrower and the Lender) then the Borrower shall be permitted to defend claims using professionals chosen by the Borrower, subject to the approval of the Lender, which approval shall not be unreasonably withheld or delayed. The Borrower agrees that in any such case no claim will be settled without the prior written consent of the indemnified Person against whom such claim is made unless such settlement includes an unconditional release of such PersonCollateral.

Payment of Expenses, etc. The Borrower agrees to: (i) pay all reasonable out-of-pocket costs and expenses (including reasonable legal fees and disbursements) of the Lender Agent and the Lead Arranger in connection with (A) the negotiation, preparation, negotiation, execution and delivery and administration of this Agreement and the other Credit Documents and any amendment, waiver or consent relating to this Credit Agreement and the other Credit Documents and the documents and instruments referred to which it shall consenttherein (including, without limitation, legal fees of the Agent) and (B) any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructuring restructure relating to the performance by the Borrower under this Credit Agreement Agreement, (ii) pay all reasonable out-of-pocket costs and expenses of the Lender Agent and the Lenders in connection with (A) enforcement of the Credit Documents and the documents and instruments referred to therein (including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of outside counsel for the Lender); Agent and each of the Lenders) and (iiB) any bankruptcy or insolvency proceeding of the Borrower and (iii) indemnify the Agent, the Lead Arranger and each Lender, their respective its officers, directors, employees, representatives and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not the Agent, the Lead Arranger or any Lender is a party thereto) related to the entering into and/or performance of any Credit Document or the use of proceeds of any Loan Loans (including other extensions of credit) hereunder or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable fees and disbursements of outside counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of gross negligence or willful misconduct on the part of the Person to be indemnified). In clause (ii) of the immediately preceding sentence, to the extent any such investigation, litigation or other proceeding shall be brought by or relate to a third party (other than by and between the Borrower and the Lender) then the Borrower shall be permitted to defend claims using professionals chosen by the Borrower, subject to the approval of the Lender, which approval shall not be unreasonably withheld or delayed. The Borrower agrees that in any such case no claim will be settled without the prior written consent of the indemnified Person against whom such claim is made unless such settlement includes an unconditional release of such Person.

Payment of Expenses, etc. The Borrower agrees to: (ia) pay all reasonable out-of-pocket costs and expenses of (including reasonable legal fees i) the Administrative Agent and disbursements) of the Lender Lead Arranger in connection with the negotiation, preparation, negotiation, execution and delivery of this Credit Agreement and the other Credit Documents and the documents and instruments referred to therein (including, without limitation, the reasonable fees and expenses of outside legal counsel to the Administrative Agent and the Lead Arranger) and any amendment, waiver or consent relating to this Credit Agreement hereto and the other Credit Documents to which it shall consent, thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructuring restructure relating to the performance by the Borrower under this Credit Agreement and (ii) of the Lender Administrative Agent and the Lenders in connection with enforcement of the Credit Documents and the documents and instruments referred to therein (including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of outside counsel for the Lender)Administrative Agent and each of the Lenders) against the Borrower; and (iib) indemnify the LenderAdministrative Agent, the Lead Arranger and each Lender and its Affiliates, their respective officers, directors, employees, representatives and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or reasonable expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not the Administrative Agent, the Lead Arranger or any Lender or its Affiliates is a party thereto, or whether or not such investigation, litigation or other proceeding was initiated by the Borrower, its Affiliates or any other party, other than in the case of any investigation, litigation or other proceeding initiated by the Borrower in connection with a material breach of obligations (as determined by a court of competent jurisdiction) by the Administrative Agent, the Lead Arranger or any Lender hereunder) related to the entering into and/or performance of this Credit Agreement, any Credit Document Document, or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, any Term Loans or the use of proceeds of any Loan therefrom (including other extensions of credit) hereunder or the consummation of any other transactions contemplated in any Credit DocumentDocument by the Borrower, including, without limitation, the reasonable fees and disbursements of outside counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of gross negligence or willful misconduct on the part of the Person to be indemnified, in each case, as determined by a court of competent jurisdiction). In clause (ii) of the immediately preceding sentence, to the extent any such investigation, litigation or other proceeding shall be brought by or relate to a third party (other than by and between the Borrower and the Lender) then the Borrower shall be permitted to defend claims using professionals chosen by the Borrower, subject to the approval of the Lender, which approval shall not be unreasonably withheld or delayed. The Borrower agrees that in any such case no claim will be settled without the prior written consent of the indemnified Person against whom such claim is made unless such settlement includes an unconditional release of such Person.

Payment of Expenses, etc. The Each Borrower agrees to: (ia) pay all reasonable out-of-pocket costs and expenses of (including reasonable legal fees and disbursementsi) of the Lender Administrative Agent in connection with the negotiation, preparation, negotiation, execution and delivery of this Credit Agreement and the other Credit Documents and the documents and instruments referred to therein (including, without limitation, the reasonable fees and expenses of outside legal counsel to the Administrative Agent) and any amendment, waiver or consent relating to this Credit Agreement hereto and the other Credit Documents to which it shall consent, thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructuring restructure relating to the performance by the such Borrower under this Credit Agreement and (ii) of the Lender Administrative Agent and the Lenders in connection with enforcement of the Credit Documents and the documents and instruments referred to therein (including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of outside counsel for the Lender)Administrative Agent and each of the Lenders) against such Borrower; and (iib) indemnify the LenderAdministrative Agent, each Issuing Lender and each Lender and its Affiliates, their respective officers, directors, employees, representatives and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or reasonable expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not the Administrative Agent, any Issuing Lender or any Lender or its Affiliates is a party thereto, or whether or not such investigation, litigation or other proceeding was initiated by any Borrower, its Affiliates or any other party, other than in the case of any investigation, litigation or other proceeding initiated by any Borrower in connection with a material breach of obligations (as determined by a court of competent jurisdiction) by the Administrative Agent, any Issuing Lender or any Lender hereunder) related to the entering into and/or performance of this Credit Agreement, any Credit Document Document, or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, any Loans or Letter of Credit or the use of proceeds of any Loan therefrom (including other extensions of creditcredit or the refusal of the Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) hereunder or the consummation of any other transactions contemplated in any Credit DocumentDocument by such Borrower, including, without limitation, the reasonable fees and disbursements of outside counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of gross negligence or willful misconduct on the part of the Person to be indemnified, in each case, as determined by a court of competent jurisdiction). In clause (ii) of the immediately preceding sentence, to the extent any such investigation, litigation or other proceeding shall be brought by or relate to a third party (other than by and between the Borrower and the Lender) then the Borrower shall be permitted to defend claims using professionals chosen by the Borrower, subject to the approval of the Lender, which approval shall not be unreasonably withheld or delayed. The Borrower agrees that in any such case no claim will be settled without the prior written consent of the indemnified Person against whom such claim is made unless such settlement includes an unconditional release of such Person.

Payment of Expenses, etc. The Borrower agrees to: (i) pay all reasonable out-of-pocket costs and expenses (including reasonable legal fees and disbursements) of the Lender Agent in connection with (A) the negotiation, preparation, negotiation, execution and delivery delivery, syndication and administration of this Agreement and the other Credit Documents and any amendment, waiver or consent relating to this Credit Agreement and the other Credit Documents and the documents and instruments referred to which it shall consenttherein (including, without limitation, the reasonable fees and expenses of counsel to the Agent) and (B) any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructuring restructure relating to the performance by the Borrower under this Credit Agreement Agreement, (ii) pay all reasonable out-of-pocket costs and expenses of the Agent and each Lender in connection with (A) enforcement of the Credit Documents and the documents and instruments referred to therein (including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of outside counsel for the LenderAgent and each of the Lenders (including the allocated cost of internal counsel); ) and (iiB) any bankruptcy or insolvency proceeding of the Borrower and (iii) indemnify the Agent and each Lender, their respective Affiliates and the respective officers, directors, employees, representatives and agents of the foregoing from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not the Agent or any Lender is a party thereto) related to the entering into and/or performance of any Credit Document or the use of proceeds of any Loan Loans (including other extensions of credit) hereunder or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable fees and disbursements of outside counsel and settlement costs incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of gross negligence or willful misconduct on the part of the Person to be indemnified). In clause (ii) of the immediately preceding sentence, to the extent any such investigation, litigation or other proceeding shall be brought by or relate to a third party (other than by and between the Borrower and the Lender) then the Borrower shall be permitted to defend claims using professionals chosen by the Borrower, subject to the approval of the Lender, which approval shall not be unreasonably withheld or delayed. The Borrower agrees that in any such case no claim will be settled without the prior written consent of the indemnified Person against whom such claim is made unless such settlement includes an unconditional release of such Person.

Payment of Expenses, etc. The Borrower agrees toshall: (i) pay whether or not the transactions herein contemplated are consummated, pay, in addition to the fees and expenses referred to in SECTION 5 (F) and (L), from time to time upon request, all reasonable out-of-pocket costs and expenses (including reasonable legal fees and disbursements) of the Lender (including but not limited to legal fees) in connection with (y) the preparationpreparation of any amendment, negotiationwaiver or consent relating to this Agreement, execution and delivery (z) the enforcement of this Agreement and the other Credit Documents and any amendment, waiver or consent relating to this Credit Agreement and the other Credit Documents to which it shall consent, including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructuring relating to the performance by the Borrower under this Credit Agreement and of the Lender in connection with enforcement of the Credit Documents and the documents and instruments referred to therein herein; (including, without limitation, in connection ii) pay and hold the Lender harmless from and against any and all present and future stamp and other similar taxes with respect to the foregoing matters and save and hold the Lender harmless from and against any such enforcement, and all liabilities with respect to or resulting from any delay or omission (other than to the reasonable fees and disbursements of outside counsel for extent attributable to the Lender)) to pay such taxes; and (iiiii) indemnify the Lender, their Lender and its respective officers, directors, employees, representatives and agents (each, an "indemnified person") from and hold each of them harmless against any and all liabilities, obligations, losses, liabilitiesdamages, penalties, claims, damages or actions, judgments, suits, costs, expenses and disbursements (collectively, "Losses") incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not the Lender indemnified person is a party thereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of proceeds of any Loan (including other extensions of credit) hereunder or the consummation of any other transactions transaction contemplated herein or in any other Credit Document, including, without limitation, the reasonable fees and disbursements of outside counsel incurred in connection with any such investigation, litigation or other proceeding and any loss, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by the Lender which the Lender may sustain as a result of any default by the Borrower to pay any sum under the Loan when required pursuant to the terms of this Agreement (but excluding any such lossesLosses, liabilities, claims, damages or expenses to the extent incurred determined by the final non-appealable judgment of a court of competent jurisdiction to have resulted directly and primarily by reason of the gross negligence or willful misconduct on the part of the Person to be indemnified). In clause (ii) of the immediately preceding sentence, to the extent any such investigation, litigation or other proceeding shall be brought by or relate to a third party (other than by and between the Borrower and the Lender) then the Borrower shall be permitted to defend claims using professionals chosen by the Borrower, subject to the approval of the Lender, which approval shall not be unreasonably withheld or delayed. The Borrower agrees that in any such case no claim will be settled without the prior written consent of the indemnified Person against whom such claim is made unless such settlement includes an unconditional release of such Personperson).

Payment of Expenses, etc. The Borrower agrees to: (i) pay all reasonable out-of-pocket out‑of‑pocket costs and expenses of (including reasonable legal fees and disbursementsA) of the Lender each Agent-Related Person in connection with the negotiation, preparation, negotiationexecution, execution delivery and delivery administration of this Agreement and the other Credit Documents and the documents and instruments referred to therein (including, without limitation, the reasonable fees and expenses of a single special counsel to the Administrative Agent) and any amendment, waiver waiver, consent or consent assignment relating to this Credit Agreement hereto and the other Credit Documents to which it shall consent, thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-outwork‑out, renegotiation or restructuring restructure relating to the performance by the Borrower under this Credit Agreement Agreement, (B) the Administrative Agent and of the Lender Lenders in connection with enforcement of the Credit Documents and the documents and instruments referred to therein and any reasonable expenses incurred in connection with any work-out, renegotiation or restructure relating to the performance by the Borrower under this Agreement (including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of outside counsel for the LenderAdministrative Agent and each of the Lenders); and (ii) indemnify the Lendereach Agent-Related Person, each Lender and their respective officersAffiliates, directors, officers, employees, counsel, agents, representatives and agents attorneys-in-fact from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not the any Lender is a party thereto) related to the entering into and/or performance of any Credit Document or the use of proceeds of any the Loan (including other extensions of credit) hereunder or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable fees and disbursements of outside counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding proceeding; provided that the Borrower shall not be responsible for any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of gross negligence or willful misconduct on the part of the Person to be indemnified). In clause (ii) , in each case as found by a final, non-appealable judgment of a court of competent jurisdiction; and provided further that in no event shall the immediately preceding sentence, Borrower have any liability with respect to the extent settlement or compromise of any such investigation, litigation claim or other proceeding shall be brought by or relate to a third party (other than by and between the Borrower and the Lender) then the Borrower shall be permitted to defend claims using professionals chosen by the Borrower, subject to the approval of the Lender, which approval shall not be unreasonably withheld or delayed. The Borrower agrees that in any such case no claim will be settled effected without the its prior written consent nor shall the Borrower be liable for the fees and disbursements of more than one firm of attorneys in connection with the same matter in the same jurisdiction for all Persons indemnified. The agreements in this Section 11.5 shall survive the repayment of the indemnified Person against whom such claim is made unless such settlement includes an unconditional release Borrower Obligations and the termination of such Personthe Commitments.

Payment of Expenses, etc. The Borrower agrees to: (i) pay all reasonable out-of-pocket costs and expenses (including reasonable legal fees and disbursements) of the Lender in connection with the preparation, negotiation, execution and delivery of this Credit Agreement and the other Credit Documents and any amendment, waiver or consent relating to this Credit Agreement and the other Credit Documents to which it shall consent, including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructuring relating to the performance by the Borrower under this Credit Agreement and of the Lender in connection with enforcement of the Credit Documents and the documents and instruments referred to therein (including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of outside counsel for the Lender); and (ii) indemnify the Lender, their respective officers, directors, employees, representatives and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not the Lender is a party thereto) related to the entering into and/or performance of any Credit Document or the use of proceeds of any Loan (including other extensions of credit) hereunder or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable fees and disbursements of outside counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of gross negligence or willful misconduct on the part of the Person to be indemnified). In clause (ii) of the immediately preceding sentence, to the extent any such investigation, litigation or other proceeding shall be brought by or relate to a third party (other than by and between the Borrower and the Lender) then the Borrower shall be permitted to defend claims using professionals chosen by the Borrower, subject to the approval of the Lender, which approval shall not be unreasonably withheld or delayed. The Borrower agrees that in any such case no claim will be settled without the prior written consent of the indemnified Person against whom such claim is made unless such settlement includes an unconditional release of such Person. To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any indemnified Person, 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, the entering into and/or performance of any Credit Document or the use of proceeds of any Loan (including other extensions of credit) hereunder or the consummation of any other transactions contemplated in any Credit Document.

Payment of Expenses, etc. The Borrower agrees to: (i) pay all reasonable out-of-pocket costs and expenses (including reasonable legal fees and disbursementsA) of the Lender Agent and the Lead Arranger in connection with the negotiation, preparation, negotiation, execution and delivery and administration of this Credit Agreement and the other Credit Documents and the documents and instruments referred to therein (including the reasonable fees and expenses of counsel to the Agent), and any amendment, waiver or consent relating to this Credit Agreement hereto and the other Credit Documents to which it shall consent, including, but not limited to, thereto including any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructuring restructure relating to the performance by the Borrower under this Credit Agreement and (B) of the Lender Agent, the Lead Arranger and the Lenders in connection with enforcement of the Credit Documents and the documents and instruments referred to therein (including, without limitation, including in connection with any such enforcement, the reasonable fees and disbursements of outside counsel for the Agent, the Lead Arranger and each of the Lenders); (ii) pay and hold each of the Lenders harmless from and against any and all present and future stamp and other similar taxes with respect to the foregoing matters and save each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Lender)) to pay such taxes; and (iiiii) indemnify the LenderAgent, the Lead Arranger, each Lender and their respective officers, directors, employees, representatives and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, of (A) any investigation, litigation or other proceeding (whether or not the any Lender is a party thereto) related to the entering into and/or performance of any Credit Document or the use of proceeds of any Loan Loans (including other extensions of credit) hereunder or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, including the reasonable fees and disbursements of outside counsel incurred in connection with any such investigation, litigation or other proceeding or (B) the presence or Release of any Materials of Environmental Concern at, under or from any Property owned, operated or leased by the Borrower or any of its Subsidiaries, or the failure by the Borrower or any of its Subsidiaries to comply with any Environmental Law (but excluding excluding, in the case of either of clause (A) or (B) above, any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of gross negligence or willful misconduct on the part of the Person to be indemnified). In clause (ii) of the immediately preceding sentence, to the extent any such investigation, litigation or other proceeding shall be brought by or relate to a third party (other than by and between the Borrower and the Lender) then the Borrower shall be permitted to defend claims using professionals chosen by the Borrower, subject to the approval of the Lender, which approval shall not be unreasonably withheld or delayed. The Borrower agrees that in any such case no claim will be settled without the prior written consent of the indemnified Person against whom such claim is made unless such settlement includes an unconditional release of such Person.

Payment of Expenses, etc. The Borrower agrees toshall: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses (including reasonable legal fees and disbursements) of the Lender in connection with the preparation, negotiation, execution and delivery of this Agreement and the other Credit Documents and any amendment, waiver or consent relating to this Credit Agreement and the other Credit Documents to which it shall consent, including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructuring relating to the performance by the Borrower under this Credit Agreement and of the Lender in connection with enforcement of the Credit Documents and the documents and instruments referred to therein (including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of outside White & Case LLP and of the Lender's consultants) in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a "work-out" or pursuant to any insolvency or bankruptcy proceedings (including, in each case without limitation, the reasonable fees and disbursements of counsel and consultants for the Lender); (ii) pay and hold the Lender harmless from and against any and all present and future stamp, excise and other similar documentary taxes with respect to the foregoing matters and save the Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Lender) to pay such taxes; and (iiiii) indemnify the Lender, their respective and each of its officers, directors, employees, representatives representatives, agents, affiliates, trustees and agents investment advisors from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, liabilitiesdamages, penalties, claims, damages actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys' and consultants' fees and disbursements) incurred by, imposed on or expenses incurred by assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not the Lender is a party theretothereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Party) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of the proceeds of any the Loan (including other extensions of credit) hereunder or the consummation of the Transaction or any other transactions contemplated herein or in any other Credit DocumentDocument or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned, leased or at any time operated by the Borrower or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials by the Borrower or any of its Subsidiaries at any location, whether or not owned, leased or operated by the Borrower or any of its Subsidiaries, the non-compliance of any Real Property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against the Borrower, any of its Subsidiaries or any Real Property owned, leased or at any time operated by the Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of outside counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct on the part of the Person to be indemnifiedindemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision)). In clause (ii) of the immediately preceding sentence, to To the extent that the undertaking to indemnify, pay or hold harmless the Lender set forth in the preceding sentence may be unenforceable because it is violative of any such investigationlaw or public policy, litigation or other proceeding shall be brought by or relate to a third party (other than by and between the Borrower and the Lender) then the Borrower shall be permitted to defend claims using professionals chosen by make the Borrower, subject maximum contribution to the approval payment and satisfaction of the Lender, which approval shall not be unreasonably withheld or delayed. The Borrower agrees that in any such case no claim will be settled without the prior written consent each of the indemnified Person against whom such claim liabilities which is made unless such settlement includes an unconditional release of such Personpermissible under applicable law.

Payment of Expenses, etc. The Borrower agrees to: (i) pay all reasonable out-of-pocket costs and expenses (including reasonable legal fees and disbursementsA) of the Lender Agents in connection with the negotiation, preparation, negotiation, execution and delivery and administration of this Credit Agreement and the other Credit Documents and the documents and instruments referred to therein (including, without limitation, the reasonable fees and expenses of Moorx & Xan Xxxxx, XXLC, special counsel to the Administrative Agent and the Collateral Agent) and any amendment, waiver or consent relating to this Credit Agreement hereto and the other Credit Documents to which it shall consent, thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructuring restructure relating to the performance by the Borrower Credit Parties under this Credit Agreement and (B) of the Lender Agents and the Lenders in connection with enforcement of the Credit Documents and the documents and instruments referred to therein (including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of outside counsel for the Agents and each of the Lenders); (ii) permit the Administrative Agent to perform inventory and accounts receivable field audits at the Borrower's expense, provided that unless an Event of Default shall be in existence the Borrower's obligation to reimburse the Administrative Agent for such field audits shall be limited to one such field audit each fiscal year; (iii) pay and hold each of the Lenders harmless from and against any and all present and future stamp and other similar taxes with respect to the foregoing matters and save each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Lender)) to pay such taxes; and (iiiv) indemnify the each Lender, their respective its officers, directors, employees, representatives and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, of (A) any investigation, litigation or other proceeding (whether or not the any Lender is a party thereto) related to the entering into and/or performance of any Credit Document or the use of proceeds of any Loan (including or other extensions Extensions of credit) hereunder Credit or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable fees and disbursements of outside counsel incurred in connection with any such investigation, litigation or other proceeding or (B) the presence or Release of any Materials of Environmental Concern at, under or from any Property owned, operated or leased by the Borrower or any of its Subsidiaries, or the failure by the Borrower or any of its Subsidiaries to comply with any Environmental Law (but excluding excluding, in the case of either of clause (A) or (B) above, any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of gross negligence or willful misconduct on the part of the Person to be indemnified). In clause (ii) of the immediately preceding sentence, to the extent any such investigation, litigation or other proceeding shall be brought by or relate to a third party (other than by and between the Borrower and the Lender) then the Borrower shall be permitted to defend claims using professionals chosen by the Borrower, subject to the approval of the Lender, which approval shall not be unreasonably withheld or delayed. The Borrower agrees that in any such case no claim will be settled without the prior written consent of the indemnified Person against whom such claim is made unless such settlement includes an unconditional release of such Person.

Payment of Expenses, etc. The Borrower hereby agrees to: to (i) ------------------------ whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses (including reasonable legal fees and disbursementsx) of the Lender (including, without limitation, the reasonable fees and disbursements of counsel to the Lender) in connection with the preparation, negotiation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto in an amount equivalent to this Credit Agreement U.S.$50,000, which amount shall be paid from the Loan proceeds on the Effective Date, and the other Credit Documents to which it shall consent, including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructuring relating to the performance by the Borrower under this Credit Agreement and (y) of the Lender in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein (including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of outside counsel for the Lender); (ii) pay and hold the Lender harmless from and against any and all present and future stamp and other similar taxes with respect to the foregoing matters and save the Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Lender) to pay such taxes; and (iiiii) indemnify the Lender, their respective its officers, directors, employees, representatives and agents from and hold each of them harmless against any and all liabilities, obligations, losses, liabilitiesdamages, penalties, claims, damages or actions, judgments, suits, costs, expenses and disbursements incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not the Lender is a party thereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of the proceeds of any Loan (including other extensions of credit) hereunder or the consummation of any other transactions contemplated herein or in any other Credit Document, including, without limitation, the reasonable fees and disbursements of outside counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such liabilities, obligations, losses, liabilitiesetc., claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct on the part of the Person to be indemnified). In clause (ii) of the immediately preceding sentence, to the extent any such investigation, litigation or other proceeding shall be brought by or relate to a third party (other than by and between the Borrower and the Lender) then the Borrower shall be permitted to defend claims using professionals chosen by the Borrower, subject to the approval of the Lender, which approval shall not be unreasonably withheld or delayed. The Borrower agrees that in any such case no claim will be settled without the prior written consent of the indemnified Person against whom such claim is made unless such settlement includes an unconditional release of such Person.

Payment of Expenses, etc. The Borrower agrees to: (i) pay all reasonable out-of-pocket costs and expenses (including reasonable legal fees and disbursements) of the Lender Agent in connection with (A) the negotiation, preparation, negotiation, execution and delivery and administration of this Agreement and the other Credit Documents and the documents and instruments referred to therein (including, without limitation, legal fees of the Agent) and (B) any amendment, waiver or consent relating to this Credit Agreement hereto and the other Credit Documents to which it shall consent, thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructuring restructure relating to the performance by the Borrower under this Credit Agreement Agreement; (ii) pay all reasonable out-of-pocket costs and expenses of the Lender Agent and the Lenders in connection with (A) enforcement of the Credit Documents and the documents and instruments referred to therein (including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of outside counsel for the Lender)Agent and each of the Lenders) and (B) any bankruptcy or insolvency proceeding of the Borrower; and (iiiii) indemnify the Agent and each Lender, their respective its affiliates, officers, directors, employees, representatives advisors and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not the Agent or any Lender is a party thereto) related to the entering into and/or performance of any Credit Document or the use of proceeds of any Loan (including other extensions Extension of credit) Credit hereunder or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable fees and disbursements of outside counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of gross negligence or willful misconduct on the part of the Person to be indemnified). In clause (ii) of the immediately preceding sentence, to the extent any such investigation, litigation or other proceeding Such expenses shall be brought reimbursed by or relate to a third party (other than by and between the Borrower and the Lender) then the Borrower shall be permitted to defend claims using professionals chosen by the Borrower, subject to the approval upon presentation of the Lender, which approval shall not be unreasonably withheld or delayed. The Borrower agrees that in any such case no claim will be settled without the prior written consent a statement of the indemnified Person against whom such claim is made unless such settlement includes an unconditional release of such Personaccount.

Payment of Expenses, etc. The Borrower agrees to: (i) pay all reasonable out-of-pocket costs and expenses (including reasonable legal fees and disbursements) of the Lender Administrative Agent and Arrangers in connection with the preparationsyndication of the facilities, negotiation, preparation, execution and delivery of this Agreement the Credit Documents and the other Credit Documents documents and instruments referred to therein and any amendment, waiver or consent relating thereto (including, without limitation, the reasonable and documented fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel to this Credit Agreement the Administrative Agent and the other Credit Documents Arrangers); (ii) pay all reasonable out-of-pocket costs and expenses of the Administrative Agent, the Arrangers and each of the Lenders in connection with the enforcement (including pursuant to which it shall consent, including, but not limited to, the administration of any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructuring bankruptcy proceeding relating to the performance by the Borrower Borrower) or preservation of any rights under this Credit Agreement and of the Lender in connection with enforcement of the Credit Documents and the documents and instruments referred to therein (including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of outside counsel for the LenderAdministrative Agent and for each of the Lenders); and (iiiii) indemnify the Administrative Agent, each Lender, any of their respective Affiliates and its respective officers, directors, employees, advisors, trustees, representatives and agents (collectively, the “Indemnitees”) from and hold each of them harmless against any and all losses, costs, liabilities, claims, damages or expenses, including without limitation, those incurred under Environmental Law, incurred by any of them relating in any way to any Term Loan, Credit Document, or any transaction contemplated under any Credit Document including, without limitation, any and all losses, costs, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not the any Lender is a party theretothereto and whether or not such investigation, litigation or other proceeding is brought by the Borrower, any Loan Party or any other Person) related to the entering into and/or performance of any Credit Document or the use of the proceeds of any Loan (including other extensions of credit) hereunder or Term Loans, the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable fees fees, charges and disbursements of outside counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, costs, liabilities, claims, damages or expenses to the extent incurred by reason of (x) the gross negligence or willful misconduct on the part or (y) a material breach of this Agreement, in either case, as found by a final and non-appealable decision of a court of competent jurisdiction, of or by the Person to be indemnified). In clause (ii) of the immediately preceding sentenceindemnified or an affiliate, to the extent any such investigation, litigation agent or other proceeding shall be brought by or relate to a third party (other than by and between the Borrower and the Lender) then the Borrower shall be permitted to defend claims using professionals chosen by the Borrower, subject to the approval of the Lender, which approval shall not be unreasonably withheld or delayed. The Borrower agrees that in any such case no claim will be settled without the prior written consent of the indemnified Person against whom such claim is made unless such settlement includes an unconditional release representative of such Person). No Indemnitee shall be liable for any indirect, special, exemplary, punitive or consequential damages in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby. Section 12.1(iii) shall not apply with respect to Taxes other than any Taxes that represent losses or damages arising from any non-Tax claim. No Indemnitee shall be liable for any damages arising from the use of unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and non-appealable judgment of a court of competent jurisdiction.

Payment of Expenses, etc. The Borrower agrees to: (i) pay all reasonable out-of-pocket costs and expenses (including reasonable legal fees and disbursements) of the Lender in connection with the preparation, negotiation, execution and delivery of this Agreement and the other Credit Documents and any amendment, waiver or consent relating to this Credit Agreement and the other Credit Documents to which it shall consent, including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructuring relating to the performance by the Borrower under this Credit Agreement and of the Lender in connection with enforcement of the Credit Documents and the documents and instruments referred to therein (including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of outside counsel for the Lender); and (ii) indemnify the Lender, their respective officers, directors, employees, representatives and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not the Lender is a party thereto) related to the entering into and/or performance of any Credit Document or the use of proceeds of any Loan (including other extensions of credit) hereunder or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable fees and disbursements of outside counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of gross negligence or willful misconduct on the part of the Person to be indemnified). In clause (ii) of the immediately preceding sentence, to the extent any such investigation, litigation or other proceeding shall be brought by or relate to a third party (other than by and between the Borrower and the Lender) then the Borrower shall be permitted to defend claims using professionals chosen by the Borrower, subject to the approval of the Lender, which approval shall not be unreasonably withheld or delayed. The Borrower agrees that in any such case no claim will be settled without the prior written consent of the indemnified Person against whom such claim is made unless such settlement includes an unconditional release of such Person. Without limiting the foregoing or any other provision herein, if this Credit Agreement, any other Credit Document or the transaction contemplated herein, is referred to an attorney for consultation regarding the assertion or enforcement of any rights or defenses in connection with any pending or threatened legal or equitable proceedings or through the Bankruptcy Court or if Lender is required to respond to, appear in or otherwise expend any time or resources in connection with any inquiry, subpoena, audit, examination, investigation, proceeding or action in connection with this Credit Agreement, any other Credit Document, the transaction contemplated herein or otherwise relating to the Borrower and/or its members, shareholders partners, officers and principals (including, without limitation, fees, costs, and expenses incurred in connection with investigating and responding to subpeonae relating to any of the foregoing), Borrower shall, promptly upon demand by Lender, pay or reimburse (as the case may be) all (i) reasonable fees and expenses of lawyers, fees and expenses of accountants and other consultants engaged by Lender for such purpose(s) and (ii) all out-of-pocket costs, expenses and disbursements incurred by Lender in connection with same together with interest thereon at the Default Rate through the date of payment. All of the foregoing fees, costs, wages and expenses shall be due and payable by Borrower whether or not formal legal action has been commenced or taken.

Payment of Expenses, etc. The Borrower agrees to: (i) pay all reasonable out-of-pocket costs and expenses (including reasonable legal fees and disbursementsA) of the Lender Bank in connection with the negotiation, preparation, negotiation, execution and delivery and administration of this Credit Agreement and the other Credit Documents and the documents and instruments referred to therein (including, without limitation, the reasonable fees and expenses of Moore & Van Allen, PLLC, special xxxxsel xx xxx Xank) and any amendment, waiver or consent relating to this Credit Agreement hereto and the other Credit Documents to which it shall consent, thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructuring restructure relating to the performance by the Borrower Credit Parties under this Credit Agreement and (B) of the Lender Bank in connection with enforcement of the Credit Documents and the documents and instruments referred to therein (including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of outside counsel for the LenderBank); (ii) pay and hold the Bank harmless from and against any and all present and future stamp and other similar taxes with respect to the foregoing matters and save the Bank harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Bank) to pay such taxes; and (iiiii) indemnify the LenderBank, their respective its officers, directors, employees, representatives and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, of (A) any investigation, litigation or other proceeding (whether or not the Lender Bank is a party thereto) related to the entering into and/or performance of any Credit Document or the use of proceeds of any Loan Loans (including other extensions of credit) hereunder or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable fees and disbursements of outside counsel incurred in connection with any such investigation, litigation or other proceeding or (B) the presence or Release of any Materials of Environmental Concern at, under or from any Property owned, operated or leased by the Borrower or any of its Subsidiaries, or the failure by the Borrower or any of its Subsidiaries to comply with any Environmental Law (but excluding excluding, in the case of either of clause (A) or (B) above, any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of gross negligence or willful misconduct on the part of the Person to be indemnified). In clause (ii) of the immediately preceding sentence, to the extent any such investigation, litigation or other proceeding shall be brought by or relate to a third party (other than by and between the Borrower and the Lender) then the Borrower shall be permitted to defend claims using professionals chosen by the Borrower, subject to the approval of the Lender, which approval shall not be unreasonably withheld or delayed. The Borrower agrees that in any such case no claim will be settled without the prior written consent of the indemnified Person against whom such claim is made unless such settlement includes an unconditional release of such Person.

Payment of Expenses, etc. The Borrower agrees to: (i) pay all reasonable out-of-pocket costs and expenses (including reasonable legal fees and disbursements) of the Lender Agent and the Lead Arranger in connection with (A) the negotiation, preparation, negotiation, execution and delivery and administration of this Agreement and the other Credit Documents and any amendment, waiver or consent relating to this Credit Agreement and the other Credit Documents and the documents and instruments referred to which it shall consenttherein (including, without limitation, legal fees of one counsel for the Agent) and (B) any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructuring restructure relating to the performance by the Borrower under this Credit Agreement Agreement, (ii) pay all reasonable out-of-pocket costs and expenses of the Lender Agent and <PAGE> the Lenders in connection with (A) enforcement of the Credit Documents and the documents and instruments referred to therein (including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of outside counsel for the Lender); Agent and each of the Lenders) and (iiB) any bankruptcy or insolvency proceeding of the Borrower and (iii) indemnify the Agent, the Lead Arranger and each Lender, their respective its officers, directors, employees, representatives representatives, affiliates and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not the Agent, the Lead Arranger or any Lender is a party thereto) related to the entering into and/or performance of any Credit Document or the use of proceeds of any Loan Loans (including other extensions of credit) hereunder or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable fees and disbursements of outside counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of gross negligence or willful misconduct on the part of the Person to be indemnifiedindemnified or such Person's employer, employee or co-employee). In clause (ii) of ; provided that the immediately preceding sentence, to the extent any such investigation, litigation or other proceeding shall be brought foregoing indemnity by or relate to a third party (other than by and between the Borrower and the Lender) then the Borrower shall be permitted not extend to defend claims using professionals chosen disputes solely among the Lenders or litigation commenced by the Borrower which (a) seeks enforcement of any of the Borrower, subject 's rights hereunder and (b) is determined in a final judgment adverse to the approval of Agent and the Lender, which approval shall not be unreasonably withheld or delayed. The Borrower agrees that in any such case no claim will be settled without the prior written consent of the indemnified Person against whom such claim is made unless such settlement includes an unconditional release of such PersonLenders.

Payment of Expenses, etc. The Borrower agrees Each of Holdings and the Borrowers, jointly and severally, agree to: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the (including A) Administrative Agent (for purposes of this Section 14.01, the term "Administrative Agent" shall include BTCo in its capacity as Collateral Agent pursuant to the Security Documents) (including, without limitation, the reasonable legal fees and disbursementsdisbursements of White & Case LLP and local counsel) of the Lender in connection with the preparation, negotiation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and (B) Administrative Agent (including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent) in connection with any amendment, waiver or consent relating hereto or thereto, and the determination of compliance or non-compliance by Holdings and its Subsidiaries with the provisions hereof or thereof, including, without limitation, with respect to Permitted Acquisitions, (C) Administrative Agent in connection with its syndication efforts with respect to this Credit Agreement (including, without limitation, the reasonable fees and disbursements of White & Case LLP) and (D) Administrative Agent, each Issuing Bank and each of the Banks in connection with the enforcement of this Agreement and the other Credit Documents to which it shall consent, including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructuring relating to the performance by the Borrower under this Credit Agreement and of the Lender in connection with enforcement of the Credit Documents and the documents and instruments referred to herein and therein (including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of outside counsel for the LenderAdministrative Agent and for each of the Banks); (ii) pay and hold each of the Banks harmless from and against any and all present and future stamp, excise and other similar taxes with respect to the execution, delivery or enforcement of this Agreement or any other Credit Document or any document or instrument referred to therein or herein and save each of the Banks harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Bank) to pay such taxes; and (iiiii) defend, protect, indemnify and hold harmless the LenderAdministrative Agent, each Issuing Bank, each Bank and each of their respective Affiliates, and each of their respective officers, directors, employees, representatives representatives, attorneys and agents Administrative Agents (collectively called the "Indemnitees") from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, liabilitiesdamages (including foreseeable and unforeseeable consequential damages and punitive damages), penalties, claims, damages actions, judgments, suits, reasonable out-of-pocket costs, expenses and disbursements (including reasonable attorneys' and consultants fees and disbursements) of any kind or expenses nature whatsoever that may at any time be incurred by any of them as a result ofby, imposed on or assessed against the Indemnitees directly or indirectly based on, or arising out ofor resulting from, or in any way related to, or by reason of, of (a) any investigation, litigation or other proceeding (whether or not the Lender Administrative Agent, the Collateral Agent or any Bank is a party theretothereto and whether or not any such investigation, litigation or other proceeding is between or among the Administrative Agent, the Collateral Agent, any Bank, any Borrower or any third person or otherwise) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or the proceeds of any Loan (including other extensions of credit) Loans hereunder or the consummation of any other transactions contemplated in any Credit Document, herein (including, without limitation, the reasonable fees Transaction) or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents; (b) any non-compliance of any Environmental Law relating to any Real Property at any time owned or operated by Holdings or any of its Subsidiaries; (c) the actual or alleged generation, presence or Release of Hazardous Materials on or from, or the transportation of Hazardous Materials to or from, any Real Property owned or at any time operated by Holdings or any of its Subsidiaries; (d) any Environmental Claim relating to Holdings or any of its Subsidiaries or any Real Property owned or at any time operated by Holdings or any of its Subsidiaries; (e) the exercise of the rights of the Administrative Agent and disbursements of outside counsel incurred any Bank under any of the provisions of this Agreement or any other Credit Document or any Letter of Credit or any Loans hereunder; or (f) the consummation of any transaction contemplated herein (including, without limitation, the Transaction) or in connection with any other Credit Document (clauses (a) through (f), collectively, the "Indemnified Matters") regardless of when such investigation, litigation or other proceeding (Indemnified Matter arises; but excluding any such losses, liabilities, claims, damages or expenses Indemnified Matter to the extent incurred by reason of based on the gross negligence or willful misconduct on the part of the Person to be indemnified). In clause (ii) of the immediately preceding sentence, to the extent any such investigation, litigation or other proceeding shall be brought by or relate to a third party (other than by and between the Borrower and the Lender) then the Borrower shall be permitted to defend claims using professionals chosen by the Borrower, subject to the approval of the Lender, which approval shall not be unreasonably withheld or delayed. The Borrower agrees that in any such case no claim will be settled without the prior written consent of the indemnified Person against whom such claim is made unless such settlement includes an unconditional release of such PersonIndemnitee.

Payment of Expenses, etc. The Borrower agrees to: (i) pay all reasonable out-of-pocket costs and expenses (including reasonable legal fees and disbursements) of the Lender Agent and the Arrangers in connection with (A) the negotiation, preparation, negotiation, execution and delivery and administration of this Agreement and the other Credit Documents and any amendment, waiver or consent relating to this Credit Agreement and the other Credit Documents and the documents and instruments referred to which it shall consenttherein (including, without limitation, legal fees of one counsel for the Agent) and (B) any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructuring restructure relating to the performance by the Borrower under this Credit Agreement Agreement, (ii) pay all reasonable out-of-pocket costs and expenses of the Lender Agent, each L/C Issuer and the Lenders in connection with (A) enforcement of the Credit Documents and the documents and instruments referred to therein (including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of outside counsel for the Lender); Agent, each L/C Issuer and each of the Lenders) and (iiB) any bankruptcy or insolvency proceeding of the Borrower and (iii) indemnify the Agent, the Arrangers, each L/C Issuer and each Lender, their respective its officers, directors, employees, representatives representatives, affiliates and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not the Agent, the Arrangers, any L/C Issuer or any Lender is a party thereto) related to the entering into and/or performance of any Credit Document or the use of proceeds of any Loan Loans (including other extensions of credit) hereunder or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable fees and disbursements of outside counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of gross negligence or willful misconduct on the part of the Person to be indemnifiedindemnified or such Person’s employer, employee or co-employee). In clause (ii) of ; provided that the immediately preceding sentence, to the extent any such investigation, litigation or other proceeding shall be brought foregoing indemnity by or relate to a third party (other than by and between the Borrower and the Lender) then the Borrower shall be permitted not extend to defend claims using professionals chosen disputes solely among the Lenders or litigation commenced by the Borrower which (a) seeks enforcement of any of the Borrower, subject ’s rights hereunder and (b) is determined in a final judgment adverse to the approval Agent and the Lenders. The agreements in this Section 11.5 shall survive the payment of the Lender, which approval shall not be unreasonably withheld or delayed. The Borrower agrees that in any such case no claim will be settled without Obligations and all other amounts payable hereunder and under the prior written consent of the indemnified Person against whom such claim is made unless such settlement includes an unconditional release of such Personother Credit Documents.

Payment of Expenses, etc. The Borrower agrees to: (i) pay all reasonable out-of-pocket costs and expenses (including reasonable legal fees and disbursements) of the Lender Administrative Agent and Arrangers in connection with the preparationsyndication of the facilities, negotiation, preparation, execution and delivery of this Agreement the Credit Documents and the other Credit Documents documents and instruments referred to therein and any amendment, waiver or consent relating thereto (including, without limitation, the reasonable and documented fees and disbursements of Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, counsel to this Credit Agreement the Administrative Agent and the other Credit Documents Arrangers); (ii) pay all reasonable out-of-pocket costs and expenses of the Administrative Agent, the Arrangers and each of the Lenders in connection with the enforcement (including pursuant to which it shall consent, including, but not limited to, the administration of any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructuring bankruptcy proceeding relating to the performance by the Borrower Borrower) or preservation of any rights under this Credit Agreement and of the Lender in connection with enforcement of the Credit Documents and the documents and instruments referred to therein (including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of outside counsel for the LenderAdministrative Agent and for each of the Lenders); and (iiiii) indemnify the Administrative Agent, each Lender, any of their respective Affiliates and its respective officers, directors, employees, advisors, trustees, representatives and agents (collectively, the “Indemnitees”) from and hold each of them harmless against any and all losses, costs, liabilities, claims, damages or expenses, including without limitation, those incurred under Environmental Law, incurred by any of them relating in any way to any Term Loan, Credit Document, or any transaction contemplated under any Credit Document including, without limitation, any and all losses, costs, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not the any Lender is a party theretothereto and whether or not such investigation, litigation or other proceeding is brought by the Borrower, any Loan Party or any other Person) related to the entering into and/or performance of any Credit Document or the use of the proceeds of any Loan (including other extensions of credit) hereunder or Term Loans, the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable fees fees, charges and disbursements of outside counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, costs, liabilities, claims, damages or expenses to the extent incurred by reason of (x) the gross negligence or willful misconduct on the part or (y) a material breach of this Agreement, in either case, as found by a final and non-appealable decision of a court of competent jurisdiction, of or by the Person to be indemnified). In clause (ii) of the immediately preceding sentenceindemnified or an affiliate, to the extent any such investigation, litigation agent or other proceeding shall be brought by or relate to a third party (other than by and between the Borrower and the Lender) then the Borrower shall be permitted to defend claims using professionals chosen by the Borrower, subject to the approval of the Lender, which approval shall not be unreasonably withheld or delayed. The Borrower agrees that in any such case no claim will be settled without the prior written consent of the indemnified Person against whom such claim is made unless such settlement includes an unconditional release representative of such Person). No Indemnitee shall be liable for any indirect, special, exemplary, punitive or consequential damages in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby. Section 12.1(iii) shall not apply with respect to Taxes other than any Taxes that represent losses or damages arising from any non-Tax claim. No Indemnitee shall be liable for any damages arising from the use of unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and non-appealable judgment of a court of competent jurisdiction.

Payment of Expenses, etc. The Borrower agrees to: (i) pay all reasonable out-of-pocket costs and expenses (including reasonable legal fees and disbursements) of the Lender Agent and the Active Arrangers in connection with (A) the negotiation, preparation, negotiation, execution and delivery and administration of this Agreement and the other Credit Documents and the documents and instruments referred to therein (including, without limitation, legal fees of one counsel for the Agent) and (B) any amendment, waiver or consent relating to this Credit Agreement hereto and the other Credit Documents to which it shall consent, thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructuring restructure relating to the performance by the Borrower under this Credit Agreement Agreement, (ii) pay all reasonable out-of-pocket costs and expenses of the Lender Agent, each L/C Issuer and the Lenders in connection with (A) enforcement of the Credit Documents and the documents and instruments referred to therein (including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of outside counsel for the Lender); Agent, each L/C Issuer and each of the Lenders) and (iiB) any bankruptcy or insolvency proceeding of the Borrower and (iii) indemnify the LenderAgent, the Active Arrangers, each L/C Issuer and each Lender and their respective officers, directors, employees, representatives and agents Related Parties from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding 81 (whether or not the Agent, the Active Arrangers, any L/C Issuer or any Lender is a party thereto) related to the entering into and/or performance of any Credit Document or the use of proceeds of any Loan Loans (including other extensions of credit) hereunder or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable fees and disbursements of outside counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of gross negligence or willful misconduct on the part of the Person to be indemnifiedindemnified or such Person’s employer, employee or co-employee). In clause ; provided that the foregoing indemnity by the Borrower shall not extend to disputes solely among the Lenders or litigation commenced by the Borrower which (iia) seeks enforcement of any of the immediately preceding sentenceBorrower’s rights hereunder and (b) is determined in a final judgment adverse to the Agent and the Lenders. No Person referred to in this Section 11.5 shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby, except to the extent any such investigation, litigation or other proceeding damages (which shall be brought by or relate to a third party (other than by and between the Borrower and the Lender) then the Borrower shall be permitted to defend claims using professionals chosen by the Borrower, subject to the approval of the Lender, which approval shall not be unreasonably withheld or delayed. The Borrower agrees that in any such case no claim will event be settled without limited to direct or actual damages, as opposed to indirect, special, incidental, consequential or punitive damages) result from the prior written consent of the indemnified Person against whom such claim is made unless such settlement includes an unconditional release gross negligence or willful misconduct of such Person. The agreements in this Section 11.5 shall survive the payment of the Borrower Obligations and all other amounts payable hereunder and under the other Credit Documents.

Payment of Expenses, etc. (A) The Borrower Company agrees to: (i) to pay or reimburse CoBank for all reasonable out-of-pocket costs and expenses (including reasonable legal fees and disbursements) of the Lender incurred in connection with the preparation, negotiation, negotiation and execution and delivery of this Agreement and the other Credit Documents and any amendment, waiver waiver, consent or consent relating to this Credit Agreement and the other Credit Documents to which it shall consent, including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructuring relating to the performance by the Borrower under this Credit Agreement and modification of the Lender in connection with enforcement of the Credit Documents provisions hereof and the documents and instruments referred to therein (including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of outside counsel for the Lender); and (ii) indemnify the Lender, their respective officers, directors, employees, representatives and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding thereof (whether or not the Lender is a party thereto) related to the entering into and/or performance of any Credit Document transactions contemplated hereby or the use of proceeds of any Loan (including other extensions of credit) hereunder or thereby are consummated), and the consummation and administration of any other the transactions contemplated in any Credit Documenthereby and thereby, including all Attorney Costs (including, without limitation, the reasonable fees and disbursements expenses of outside Xxxxxxx & Xxxxxx L.L.C., special counsel to CoBank), and (ii) to pay or reimburse CoBank for all costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Credit Documents (including all such costs and expenses incurred during any “workout” or restructuring in respect of the Company Obligations and during any legal proceeding, including any bankruptcy or insolvency proceeding of the Company), including all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses incurred by CoBank and the cost of independent public accountants and other outside experts retained by CoBank. All amounts due under this Section 8.06(A) shall be payable within ten Business Days after written notice is provided to the Company demanding payment therefor. In addition, the Company will pay all taxes (including interest and penalties) that may be payable in respect of the execution and delivery of this Agreement or any other Credit Documents or of any amendment of, or waiver or consent under or with respect to, this Agreement or any other Credit Document, and will hold CoBank harmless against any loss or liability resulting from nonpayment or delay in payment of any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of gross negligence or willful misconduct on the part tax. The obligations of the Person to be indemnified). In clause (ii) Company under this Section 8.06 shall survive the payment of the immediately preceding sentence, to the extent any such investigation, litigation or other proceeding shall be brought by or relate to a third party (other than by and between the Borrower and the Lender) then the Borrower shall be permitted to defend claims using professionals chosen by the Borrower, subject to the approval of the Lender, which approval shall not be unreasonably withheld or delayed. The Borrower agrees that in any such case no claim will be settled without the prior written consent of the indemnified Person against whom such claim is made unless such settlement includes an unconditional release of such PersonLoans.

Payment of Expenses, etc. The Borrower agrees to: (i) pay all reasonable out-of-pocket costs and expenses (including reasonable legal fees and disbursements) of the Lender Administrative Agent and the Arrangers in connection with (A) the negotiation, preparation, negotiation, execution and delivery and administration of this Agreement and the other Credit Documents and any amendment, waiver or consent relating to this Credit Agreement and the other Credit Documents and the documents and instruments referred to which it shall consenttherein (including, without limitation, the reasonable fees and expenses of Mayer, Brown, Xxxx & Maw LLP, special counsel to the Administrative Agent) and (B) any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructuring restructure relating to the performance by the Borrower under this Credit Agreement Agreement, (ii) pay all reasonable out-of-pocket costs and expenses of the Lender Administrative Agent and the Lenders in connection with (A) enforcement of the Credit Documents and the documents and instruments referred to therein (including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of outside counsel for the LenderAdministrative Agent and each of the Lenders (including the allocated cost of internal counsel); ) and (iiB) any bankruptcy or insolvency proceeding of the Borrower and (iii) indemnify the Administrative Agent, each Arranger and each Lender, their respective its officers, directors, employees, representatives and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not the Administrative Agent, any Arranger or any Lender is a party thereto) related to the entering into and/or performance of any Credit Document or the use of proceeds of any Loan Loans (including other extensions of credit) hereunder or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable fees and disbursements of outside counsel (including the allocated cost of internal counsel) incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of gross negligence or willful misconduct on the part of the Person to be indemnified). In clause (ii) of the immediately preceding sentence, to the extent any such investigation, litigation or other proceeding shall be brought by or relate to a third party (other than by and between the Borrower and the Lender) then the Borrower shall be permitted to defend claims using professionals chosen by the Borrower, subject to the approval of the Lender, which approval shall not be unreasonably withheld or delayed. The Borrower agrees that in any such case no claim will be settled without the prior written consent of the indemnified Person against whom such claim is made unless such settlement includes an unconditional release of such Person.

Payment of Expenses, etc. The Borrower agrees to: (ia) pay all reasonable out-of-pocket costs and expenses of (including reasonable legal fees i) the Administrative Agent and disbursements) of the Lender Lead Arrangers in connection with the negotiation, preparation, negotiation, execution and delivery and administration of this Credit Agreement and the other Credit Documents and the documents and instruments referred to therein (including, without limitation, the reasonable fees and expenses of outside legal counsel to the Administrative Agent) and any amendment, waiver or consent relating to this Credit Agreement hereto and the other Credit Documents to which it shall consent, thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructuring restructure relating to the performance by the Borrower under this Credit Agreement and (ii) of the Lender Administrative Agent, the Lead Arrangers and the Lenders in connection with enforcement of the Credit Documents and the documents and instruments referred to therein (including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of outside counsel for the Lender)Administrative Agent and each of the Lenders) against the Borrower; and (iib) indemnify the LenderAdministrative Agent, the Lead Arrangers and each Lender and its Affiliates, their respective officers, directors, employees, representatives and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not the Administrative Agent, the Lead Arrangers or any Lender and its Affiliates is a party thereto) related to the entering into and/or performance of any Credit Document or the use of proceeds of any Loan Loans (including other extensions of credit) hereunder or the consummation of any other transactions contemplated in any Credit DocumentDocument by the Borrower, including, without limitation, the reasonable fees and disbursements of outside counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of gross negligence or willful misconduct on the part of the Person to be indemnified). In clause (ii) of the immediately preceding sentence, to the extent any such investigation, litigation or other proceeding shall be brought by or relate to a third party (other than by and between the Borrower and the Lender) then the Borrower shall be permitted to defend claims using professionals chosen by the Borrower, subject to the approval of the Lender, which approval shall not be unreasonably withheld or delayed. The Borrower agrees that in any such case no claim will be settled without the prior written consent of the indemnified Person against whom such claim is made unless such settlement includes an unconditional release of such Person.

Payment of Expenses, etc. The Borrower agrees to: (ia) pay all reasonable out-of-pocket costs and expenses of (including reasonable legal fees i) the Administrative Agent and disbursements) of the Lender Joint Lead Arrangers in connection with the negotiation, preparation, negotiation, execution and delivery of this Credit Agreement and the other Credit Documents and the documents and instruments referred to therein (including, without limitation, the reasonable fees and expenses of outside legal counsel to the Administrative Agent and the Joint Lead Arrangers) and any amendment, waiver or consent relating to this Credit Agreement hereto and the other Credit Documents to which it shall consent, thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructuring restructure relating to the performance by the Borrower under this Credit Agreement and (ii) of the Lender Administrative Agent and the Lenders in connection with enforcement of the Credit Documents and the documents and instruments referred to therein (including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of outside counsel for the Lender)Administrative Agent and each of the Lenders) against the Borrower; and (iib) indemnify the LenderAdministrative Agent, the Joint Lead Arrangers, each Issuing Lender and each Lender and its Affiliates, their respective officers, directors, employees, representatives and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or reasonable expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not the Administrative Agent, the Joint Lead Arrangers, any Issuing Lender or any Lender or its Affiliates is a party thereto, or whether or not such investigation, litigation or other proceeding was initiated by the Borrower, its Affiliates or any other party, other than in the case of any investigation, litigation or other proceeding initiated by the Borrower in connection with a material breach of obligations (as determined by a court of competent jurisdiction) by the Administrative Agent, the Joint Lead Arrangers, any Issuing Lender or any Lender hereunder) related to the entering into and/or performance of this Credit Agreement, any Credit Document Document, or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, any Loans or Letter of Credit or the use of proceeds of any Loan therefrom (including other extensions of creditcredit or the refusal of the Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) hereunder or the consummation of any other transactions contemplated in any Credit DocumentDocument by the Borrower, including, without limitation, the reasonable fees and disbursements of outside counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of gross negligence or willful misconduct on the part of the Person to be indemnified, in each case, as determined by a court of competent jurisdiction). In clause (ii) of the immediately preceding sentence, to the extent any such investigation, litigation or other proceeding shall be brought by or relate to a third party (other than by and between the Borrower and the Lender) then the Borrower shall be permitted to defend claims using professionals chosen by the Borrower, subject to the approval of the Lender, which approval shall not be unreasonably withheld or delayed. The Borrower agrees that in any such case no claim will be settled without the prior written consent of the indemnified Person against whom such claim is made unless such settlement includes an unconditional release of such Person.

Payment of Expenses, etc. The Borrower agrees to: (ia) whether or not the transactions herein contemplated are consummated, to pay or reimburse Lender for all its reasonable out-of-pocket costs and expenses (including reasonable legal fees and disbursements) of the Lender incurred in connection with the preparationdevelopment, negotiationpreparation and execution of, execution and delivery of any amendment, supplement or modification to, or waiver under, this Loan Agreement and the other Credit Loan Documents and any amendmentother documents prepared in connection herewith or therewith, waiver or consent relating to this Credit Agreement and, except as set forth in Section 7.06(b), the consummation and the other Credit Documents to which it shall consent, including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructuring relating to the performance by the Borrower under this Credit Agreement and administration of the Lender in connection with enforcement of the Credit Documents and the documents and instruments referred to therein (including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of outside counsel for the Lender); and (ii) indemnify the Lender, their respective officers, directors, employees, representatives and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not the Lender is a party thereto) related to the entering into and/or performance of any Credit Document or the use of proceeds of any Loan (including other extensions of credit) hereunder or the consummation of any other transactions contemplated in any Credit Documenthereby and thereby, including, without limitation, the reasonable fees and disbursements of outside counsel to Lender and the reasonable fees and expenses of all other consultants to Lender, (b) to pay or reimburse Lender for all its reasonable costs and expenses incurred in connection with the occurrence and continuance of any Default or Event of Default, the enforcement or preservation of any of its rights and remedies under this Loan Agreement, the other Loan Documents and any such investigationother document and the collection of the Obligations or any portion thereof, litigation in each case, including, without limitation, the reasonable fees and disbursements of counsel to Lender, and (c) to pay, indemnify, and hold Lender harmless from, any and all recording and filing fees and liabilities with respect to, or resulting from any delay in paying, stamp, excise and other proceeding (but excluding similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Loan Agreement, the other Loan Documents and any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of gross negligence or willful misconduct on the part of the Person to be indemnified). In clause (ii) of the immediately preceding sentence, to the extent any such investigation, litigation or other proceeding shall be brought by or relate to a third party (other than by and between the Borrower and the Lender) then the Borrower shall be permitted to defend claims using professionals chosen by the Borrower, subject to the approval of the Lender, which approval shall not be unreasonably withheld or delayed. The Borrower agrees that in any such case no claim will be settled without the prior written consent of the indemnified Person against whom such claim is made unless such settlement includes an unconditional release of such Persondocuments.

Payment of Expenses, etc. The Borrower agrees to: (i) pay all reasonable out-of-pocket costs and expenses (including reasonable legal fees and disbursements) of the Lender in connection with the preparation, negotiation, execution and delivery of this Agreement and the other Credit Documents and any amendment, waiver or consent relating to this Credit Agreement and the other Credit Documents to which it shall consent, including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructuring relating to the performance by the Borrower under this Credit Agreement and of the Lender in connection with enforcement of the Credit Documents and the documents and instruments referred to therein (including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of outside counsel for the Lender); and (ii) indemnify the Lender, their respective officers, directors, employees, representatives and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not the Lender is a party thereto) related to the entering into and/or performance of any Credit Document or the use of proceeds of any Loan (including other extensions of credit) hereunder or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable fees and disbursements of outside counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of gross negligence or willful misconduct on the part of the Person to be indemnified). In clause (ii) of the immediately preceding sentence, to the extent any such investigation, litigation or other proceeding shall be brought by or relate to a third party (other than by and between the Borrower and the Lender) then the Borrower shall be permitted to defend claims using professionals chosen by the Borrower, subject to the approval of the Lender, which approval shall not be unreasonably withheld or delayed. The Borrower agrees that in any such case no claim will be settled without the prior written consent of the indemnified Person against whom such claim is made unless such settlement includes an unconditional release of such Person. To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any indemnified Person, 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, the entering into and/or performance of any Credit Document or the use of proceeds of any Loan (including other extensions of credit) hereunder or the consummation of any other transactions contemplated in any Credit Document.

Payment of Expenses, etc. The Borrower agrees toshall: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses (including reasonable legal fees and disbursementsx) of the Lender (including, without limitation, the reasonable fees and disbursements of Xxxxx, Xxxxxx & Xxxxxx, LLP) in connection with the preparation, negotiation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating to this Credit Agreement hereto or thereto, whether or not executed, and the other administration of the Credit Documents to which it shall consentDocuments, including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructuring relating to the performance by the Borrower under this Credit Agreement and (y) of the Lender in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and the protection of their respective rights under the Credit Documents (including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of outside counsel for the Lender); (ii) pay and hold the Lender harmless from and against any and all present and future stamp and other similar taxes with respect to the foregoing matters and save the Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Lender) to pay such taxes; and (iiiii) indemnify the Lender, their respective its officers, directors, employees, representatives and agents from and hold each of them harmless against any and all liabilities, obligations, losses, liabilitiesdamages, penalties, claims, damages or actions, judgments, suits, costs, expenses and disbursements incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not the Lender is a party thereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of the proceeds of any Loan (including other extensions of credit) hereunder or the consummation of any other transactions contemplated herein or in any other Credit Document, including, without limitation, the reasonable fees and disbursements of outside counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such liabilities, obligations, losses, liabilitiesetc., claims, damages or expenses to the extent incurred solely by reason of the gross negligence or willful misconduct on the part of the Person to be indemnified). In clause (ii) of the immediately preceding sentence, to the extent any such investigation, litigation or other proceeding shall be brought by or relate to a third party (other than by and between the Borrower and the Lender) then the Borrower shall be permitted to defend claims using professionals chosen by the Borrower, subject to the approval of the Lender, which approval shall not be unreasonably withheld or delayed. The Borrower agrees that in any such case no claim will be settled without the prior written consent of the indemnified Person against whom such claim is made unless such settlement includes an unconditional release of such Person.

Payment of Expenses, etc. The Borrower agrees to: (i) while an Event of Default exists, pay all reasonable out-of-pocket costs and expenses (including reasonable legal fees and disbursements) of the Lender Bank in connection with the preparation, negotiation, execution and delivery of this Agreement and the other Credit Documents and any amendment, waiver or consent relating to this Credit Agreement and the other Credit Documents to which it shall consent, including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructuring relating to the performance by the Borrower under this Credit Agreement and of the Lender in connection with enforcement of the Credit Documents and the documents and instruments referred to therein and the protection of the rights of the Bank thereunder (including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of outside counsel for the LenderBank); (ii) pay and hold the Bank harmless from and against any and all present and future stamp and other similar taxes with respect to the foregoing matters and save the Bank harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Bank) to pay such taxes; and (iiiii) indemnify the LenderBank, their respective its officers, directors, employees, representatives and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not the Lender Bank is a party thereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of the proceeds of any Loan (including other extensions of credit) Loans hereunder or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable fees and disbursements of outside counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct on the part of the Person to be indemnifiedBank as determined by a court of competent jurisdiction). In clause (ii) , including, without limitation, the reasonable fees and disbursements of the immediately preceding sentence, to the extent counsel incurred in connection with any such investigation, litigation or other proceeding shall be brought by (whether any such counsel's fees are incurred in connection with any investigation, litigation or relate to a third party (other than by and proceeding between the Borrower and the LenderBank or between the Bank or any third Person or otherwise.) then In case any proceeding shall be instituted in respect of which indemnity may be sought by the Bank pursuant to this Section, the Bank shall promptly notify the Borrower thereof provided that failure so to notify the Borrower shall not relieve the Borrower from its obligations under this Section. The Borrower (i) shall not be permitted to defend claims using professionals chosen by the Borrower, subject to the approval of the Lender, liable for any settlement effected without its consent (which approval shall not be unreasonably withheld or delayed. The Borrower agrees that withheld) and (ii) shall have the right to participate in the defense of any such case no claim will proceedings for which indemnification may be settled without the prior written consent of the indemnified Person against whom such claim is made unless such settlement includes an unconditional release of such Personsought hereunder.

Payment of Expenses, etc. The Borrower agrees to: (ia) pay all actual and reasonable out-of-pocket costs and expenses (including reasonable legal fees and disbursementsi) of the Lender in connection with the negotiation, preparation, negotiation, execution and delivery of this Agreement the Credit Documents and the other Credit Documents documents and instruments referred to therein and any amendment, waiver or consent relating to this Credit Agreement thereto and the other Credit Documents to which it shall consent, including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructuring relating to the performance by the Borrower under this Credit Agreement and (ii) of the Lender in connection with any Event of Default or with the enforcement of the Credit Documents and the documents and instruments referred to therein (including, without limitation, in connection with any such enforcement, including the reasonable fees and disbursements of outside counsel for the Lender); , (b) pay and hold the Lender harmless from and against any and all actual present and future stamp and other similar taxes with respect to the foregoing matters and hold the Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Lender) to pay such taxes and (iic) indemnify the Lender, their Lender and its respective officers, directors, employees, representatives and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, (i) any breach of a representation, warranty or covenant contained herein or in any Credit Document, (ii) any investigation, litigation or other proceeding (whether or not the Lender is a party thereto) related to the entering into and/or or performance of any Credit Document or Document, the use of the proceeds of any Loan (including other extensions of credit) Loans hereunder or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, including the reasonable fees and disbursements of outside counsel incurred in connection with any such investigation, litigation or other proceeding (proceeding, but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred directly by reason of the gross negligence negligence, fraud, bad faith or willful misconduct on the part of the any Person to be indemnified). In clause indemnified or (iiiii) the actual or alleged presence of Hazardous Materials in the immediately preceding sentenceair, surface water, groundwater, surface or subsurface of any real property owned or at any time operated by the Borrower, the generation, storage, transportation or disposal of Hazardous Materials at any location whether or not owned or operated by the Borrower, the noncompliance of any real property owned or at any time operated by the Borrower with Federal, state and local Laws (including applicable permits hereunder) applicable to any such real property, or any Environmental Claim asserted against the extent Borrower, or any such real property, including, in each case, the reasonable disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding shall but excluding in all cases any losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence, fraud, bad faith or willful misconduct of the Person to be brought by indemnified. To the extent that the undertaking to indemnify, pay or relate to a third party (other than by and between hold harmless the Borrower and Lender set forth in the Lender) then preceding sentence may be unenforceable because it is violative of any Law or public policy, the Borrower shall be permitted to defend claims using professionals chosen by make the Borrower, subject maximum contribution to the approval payment and satisfaction of the Lender, which approval shall not be unreasonably withheld or delayed. The Borrower agrees that in any such case no claim will be settled without the prior written consent each of the indemnified Person against whom such claim liabilities which is made unless such settlement includes an unconditional release of such Personpermissible under Applicable Law.

Payment of Expenses, etc. The Borrower agrees toBorrowers shall: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of (including reasonable legal x) the Lender (including, without limitation, the fees and disbursements) disbursements of White & Case LLP counsel to the Lender Lender), incurred in connection with the preparation, review, negotiation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments prepared in connection herewith or therewith or in anticipation hereof or thereof and any amendment, waiver or consent relating to this Credit Agreement hereto or thereto, and the other Credit Documents to which it shall consent, including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructuring relating to the performance by the Borrower under this Credit Agreement and of (y) the Lender in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein (including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of outside counsel for the Lender); and (ii) indemnify pay and hold the Lender harmless from and against any and all present and future stamp and other similar taxes with respect to the foregoing matters and save and hold the Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Lender, their ) to pay such taxes; and (iii) indemnify each of the Lender and its respective officers, directors, employees, representatives and agents (each an "indemnified person") from and hold each of them harmless against any and all liabilities, obligations, losses, liabilitiesdamages, penalties, claims, damages or actions, judgments, suits, costs, expenses and disbursements (collectively, "Losses") incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not the Lender indemnified person is a party thereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of the proceeds of any Loan (including other extensions of credit) the Consolidated Loans hereunder or the consummation of any other transactions contemplated herein or in any other Credit Document, including, without limitation, the reasonable fees and disbursements of outside counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such lossesLosses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct on the part of the Person to be indemnified). In clause (ii) of the immediately preceding sentence, to the extent any such investigation, litigation or other proceeding shall be brought by or relate to a third party (other than by and between the Borrower and the Lender) then the Borrower shall be permitted to defend claims using professionals chosen by the Borrower, subject to the approval of the Lender, which approval shall not be unreasonably withheld or delayed. The Borrower agrees that in any such case no claim will be settled without the prior written consent of the indemnified Person against whom such claim is made unless such settlement includes an unconditional release of such Personperson).

Payment of Expenses, etc. The Borrower Company agrees to: (ia) to pay or reimburse the Agent for all its reasonable out-of-pocket costs and expenses (including reasonable legal fees and disbursements) of the Lender incurred in connection with the preparation, negotiation, execution and delivery of this Agreement and the other Credit Documents of, and any amendment, waiver supplement or consent relating to modification to, this Credit Agreement and Agreement, the other Credit Loan Documents to which it shall consent, including, but not limited to, and any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructuring relating to the performance by the Borrower under this Credit Agreement and of the Lender other documents prepared in connection with enforcement of the Credit Documents herewith, and the documents and instruments referred to therein (including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of outside counsel for the Lender); and (ii) indemnify the Lender, their respective officers, directors, employees, representatives and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not the Lender is a party thereto) related to the entering into and/or performance of any Credit Document or the use of proceeds of any Loan (including other extensions of credit) hereunder or the consummation of any other the transactions contemplated in any Credit Documenthereby and thereby, including, without limitation, the reasonable fees and disbursements of outside counsel to the Agent in connection therewith, all reasonable and customary syndication expenses, including without limitation travel expenses incurred by the Agent in connection with due diligence and syndication member and prospective member meetings and typesetting duplication and binding expenses with respect to materials for syndicate members, (b) to pay or reimburse each Bank and the Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights against the Company or any of its Subsidiaries under this Agreement, the other Loan Documents and any such investigationother documents, litigation (c) to pay, indemnify, and to hold each Bank and the Agent and each of their Affiliates and their officers, directors, employees, agents and advisors (each an "Indemnified Party") harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other proceeding (but excluding taxes, if any, if legal, which may be payable or reasonably 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, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Indemnified Party harmless from and against any and all other liabilities, obligations, losses, liabilitiesdamages, claimspenalties, damages actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to, or arising out of, the Commitments, Company Loans and L/Cs, the actual or proposed use of proceeds thereof, the execution, delivery, enforcement and performance of this Agreement, the other Loan Documents or the consummation of the transactions contemplated thereby (including without limitation; the Tender Offer, the Merger and the Napco Transaction) or related to any Environmental Liability or Environmental Proceeding (other than costs, expenses to the extent and disbursements incurred by reason of Banks other than the Agent in negotiating and closing the transactions contemplated hereby) (all the foregoing, collectively, the "indemnified liabilities"); provided that the Company shall have no obligation hereunder to any Indemnified Party with respect to indemnified liabilities arising from (i) the gross negligence or willful misconduct on the part of the Person to be indemnified). In clause such Indemnified Party, (ii) legal proceedings commenced against such Indemnified Party by any security holder or creditor of such Indemnified Party arising out of and based upon rights afforded any such security holder or creditor solely in its capacity as such, (iii) any breach of obligations of any Bank (including, without limitation, the Agent in its capacity as such) to any other Bank or (iv) a successful claim by the Company or any of its Subsidiaries against such Indemnified Party as determined in a final, non-appealable judgment by a court of competent jurisdiction. The Company acknowledges that the Agent and the Banks shall, prior to foreclosure of, or exercise by them of proxy rights with respect to, any of the immediately preceding sentenceshares of Subsidiaries securing the Company Loans, to the extent any such investigation, litigation have no liability or other proceeding shall be brought by or relate to a third party (other than by and between the Borrower and the Lender) then the Borrower shall be permitted to defend claims using professionals chosen by the Borrower, subject to the approval of the Lender, which approval shall not be unreasonably withheld or delayed. The Borrower agrees that in any such case no claim will be settled without the prior written consent of the indemnified Person against whom such claim is made unless such settlement includes an unconditional release of such Person.responsibility for either:

Payment of Expenses, etc. The Borrower agrees to: (i) pay all reasonable out-of-pocket costs and expenses (including reasonable legal fees and disbursements) of the Lender Administrative Agent and Banc One Capital Markets, Inc. ("BOCM") in connection with (A) the negotiation, preparation, negotiation, execution and delivery and administration of this Agreement and the other Credit Documents and any amendment, waiver or consent relating to this Credit Agreement and the other Credit Documents and the documents and instruments referred to which it shall consenttherein (including, without limitation, the reasonable fees and expenses of Mayer, Brown, Xxxx & Maw, special counsel to the Administrative Agent) and (B) any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructuring restructure relating to the performance by the Borrower under this Credit Agreement Agreement, (ii) pay all reasonable out-of-pocket costs and expenses of the Lender Administrative Agent and the Lenders in connection with (A) enforcement of the Credit Documents and the documents and instruments referred to therein (including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of outside counsel for the LenderAdministrative Agent and each of the Lenders (including the allocated cost of internal counsel); ) and (iiB) any bankruptcy or insolvency proceeding of the Borrower and (iii) indemnify the Administrative Agent, BOCM and each Lender, their respective its officers, directors, employees, representatives and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not the Administrative Agent, BOCM or any Lender is a party thereto) related to the entering into and/or performance of any Credit Document or the use of proceeds of any Loan Loans (including other extensions of credit) hereunder or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable fees and disbursements of outside counsel (including the allocated cost of internal counsel) incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of gross negligence or willful misconduct on the part of the Person to be indemnified). In clause (ii) of the immediately preceding sentence, to the extent any such investigation, litigation or other proceeding shall be brought by or relate to a third party (other than by and between the Borrower and the Lender) then the Borrower shall be permitted to defend claims using professionals chosen by the Borrower, subject to the approval of the Lender, which approval shall not be unreasonably withheld or delayed. The Borrower agrees that in any such case no claim will be settled without the prior written consent of the indemnified Person against whom such claim is made unless such settlement includes an unconditional release of such Person.

Payment of Expenses, etc. (a) The Borrower agrees toshall: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of (including x) the Administrative Agent (including, without limitation, the reasonable legal fees and disbursementsdisbursements of one counsel for the Administrative Agent, one counsel in each relevant local jurisdiction and one regulatory counsel) of the Lender incurred in connection with the preparation, negotiationexecution, execution delivery and delivery administration of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, of the Administrative Agent and the Lead Arrangers and their respective Affiliates in connection with its or their syndication efforts with respect to this Credit Agreement and (y) the Administrative Agent and the Lenders in connection with the enforcement of this Agreement and the other Credit Documents to which it shall consent, including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructuring relating to the performance by the Borrower under this Credit Agreement and of the Lender in connection with enforcement of the Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings; provided, however, that in the absence of conflicts, reimbursement of legal fees and disbursements shall be limited to the reasonable fees and disbursements of one counsel (and one local counsel in each relevant jurisdiction and one regulatory counsel, if applicable) for the Administrative Agent and the Lenders, such counsel to be selected by the Administrative Agent; (ii) pay and hold the Administrative Agent and each of the Lenders harmless from and against any and all Other Taxes with respect to the foregoing matters and save the Administrative Agent and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Administrative Agent or such Lender as a result of the gross negligence or willful misconduct of such Person (as determined by a court of competent jurisdiction in a final and non-appealable decision)) to pay such Other Taxes; and (iii) indemnify the Administrative Agent and each Lender, and each of their respective directors, officers, employees, advisors, agents, affiliates (including, without limitation, in connection with any such enforcementcontrolling persons), the reasonable fees successors, partners, representatives, trustees and disbursements of outside counsel for the Lender); and assignees (iieach, an “Indemnified Person”) indemnify the Lender, their respective officers, directors, employees, representatives and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, liabilitiesdamages (including, without limitation, consequential damages), penalties, claims, damages actions, judgments, suits, costs, expenses, consultants’ fees and disbursements (including reasonable documented fees, disbursements, disbursements and other charges of one primary counsel and one local counsel for each relevant jurisdiction to such Indemnified Persons (unless there is an actual or expenses perceived conflict of interest or the availability of different claims or defenses in which case each such Person may retain its own counsel)) incurred by by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not the Administrative Agent or any Lender is a party theretothereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Party) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of proceeds of any Loan (including other extensions of credit) Loans hereunder or the consummation of the Financing Transaction or any other transactions contemplated herein or in any other Credit DocumentDocument or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, includingor (b) the actual or alleged presence of Hazardous Materials in the air, without limitationsurface water or groundwater or on the surface or subsurface of any Real Property at any time owned, leased or operated by the Borrower or any of its Subsidiaries, the reasonable fees and disbursements generation, storage, transportation, handling or disposal of outside counsel incurred in connection Hazardous Materials by the Borrower or any of its Subsidiaries at any location, whether or not owned, leased or operated by the Borrower or any of its Subsidiaries, the non-compliance by the Borrower or any of its Subsidiaries with any such investigationEnvironmental Law (including Environmental Permits), litigation or other proceeding (but excluding any such lossesEnvironmental Claim asserted against the Borrower, liabilitiesany of its Subsidiaries or any Real Property at any time owned, claimsleased or operated by the Borrower or any of its Subsidiaries, damages or expenses provided that no Credit Party shall have any obligation hereunder to any Indemnified Person with respect to indemnified liabilities to the extent incurred it has been determined by reason a final non-appealable judgment of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct on of such Indemnified Person; provided further that the part of the Person liabilities arising solely pursuant to be indemnified). In clause (iiiii)(b) of this Section 13.01(a), shall not include any liabilities that would not have arisen but for the immediately preceding sentence, to execution of this Agreement or any other Credit Document. To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent or any such investigationLender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, litigation or other proceeding shall be brought by or relate to a third party (other than by and between the Borrower and the Lender) then the Borrower shall be permitted to defend claims using professionals chosen by make the Borrower, subject maximum contribution to the approval payment and satisfaction of the Lender, which approval shall not be unreasonably withheld or delayed. The Borrower agrees that in any such case no claim will be settled without the prior written consent each of the indemnified Person against whom such claim liabilities that is made unless such settlement includes an unconditional release of such Personpermissible under applicable law.

Payment of Expenses, etc. The Borrower agrees to: (i) pay all reasonable out-of-pocket costs and expenses (including reasonable legal fees and disbursements) of the Lender Agent and the Lead Arranger in connection with (A) the negotiation, preparation, negotiation, execution and delivery and administration of this Agreement and the other Credit Documents and any amendment, waiver or consent relating to this Credit Agreement and the other Credit Documents and the documents and instruments referred to which it shall consenttherein (including, without limitation, legal fees of one counsel for the Agent) and (B) any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructuring restructure relating to the performance by the Borrower under this Credit Agreement Agreement, (ii) pay all reasonable out-of-pocket costs and expenses of the Lender Agent and the Lenders in connection with (A) enforcement of the Credit Documents and the documents and instruments referred to therein (including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of outside counsel for the Lender); Agent and each of the Lenders) and (iiB) any bankruptcy or insolvency proceeding of the Borrower and (iii) indemnify the Agent, the Lead Arranger and each Lender, their respective its officers, directors, employees, representatives representatives, affiliates and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not the Agent, the Lead Arranger or any Lender is a party thereto) related to the entering into and/or performance of any Credit Document or the use of proceeds of any Loan Loans (including other extensions of credit) hereunder or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable fees and disbursements of outside counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of gross negligence or willful misconduct on the part of the Person to be indemnifiedindemnified or such Person’s employer, employee or co-employee). In clause (ii) of ; provided that the immediately preceding sentence, to the extent any such investigation, litigation or other proceeding shall be brought foregoing indemnity by or relate to a third party (other than by and between the Borrower and the Lender) then the Borrower shall be permitted not extend to defend claims using professionals chosen disputes solely among the Lenders or litigation commenced by the Borrower which (a) seeks enforcement of any of the Borrower, subject ’s rights hereunder and (b) is determined in a final judgment adverse to the approval of Agent and the Lender, which approval shall not be unreasonably withheld or delayed. The Borrower agrees that in any such case no claim will be settled without the prior written consent of the indemnified Person against whom such claim is made unless such settlement includes an unconditional release of such PersonLenders.

Payment of Expenses, etc. The Borrower agrees to: (i) pay all reasonable out-of-pocket out‑of‑pocket costs and expenses of (including reasonable legal fees and disbursementsA) of the Lender each Agent-Related Person in connection with the negotiation, preparation, negotiationexecution, execution delivery and delivery administration of this Term Loan Agreement and the other Credit Documents and the documents and instruments referred to therein (including, without limitation, the reasonable fees and expenses of a single special counsel to the Administrative Agent) and any amendment, waiver waiver, consent or consent assignment relating to this Credit Agreement hereto and the other Credit Documents to which it shall consent, thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-outwork‑out, renegotiation or restructuring restructure relating to the performance by the Borrower under this Credit Term Loan Agreement and of (B) the Lender Administrative Agent and the Lenders in connection with enforcement of the Credit Documents and the documents and instruments referred to therein and any reasonable expenses incurred in connection with any work‑out, renegotiation or restructure relating to the performance by the Borrower under this Term Loan Agreement (including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of outside counsel for the Lender); Administrative Agent and each of the Lenders) and (ii) indemnify the Lendereach Agent-Related Person, each Lender and their respective officersAffiliates, directors, officers, employees, counsel, agents, representatives and agents attorneys-in-fact from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not the any Lender is a party thereto) related to the entering into and/or performance of any Credit Document or the use of proceeds of any Loan Loans (including other extensions of credit) hereunder or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable fees and disbursements of outside counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding proceeding; provided that the Borrower shall not be responsible for any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of gross negligence or willful misconduct on the part of the Person to be indemnified). In clause (ii) , in each case as found by a final, non-appealable judgment of a court of competent jurisdiction; and provided further that in no event shall the immediately preceding sentence, Borrower have any liability with respect to the extent settlement or compromise of any such investigation, litigation claim or other proceeding shall be brought by or relate effected without its prior written consent (not to a third party (other than by and between the Borrower and the Lender) then the Borrower shall be permitted to defend claims using professionals chosen by the Borrower, subject to the approval of the Lender, which approval shall not be unreasonably withheld or delayed) nor shall the Borrower be liable for the fees and disbursements of more than one firm of attorneys in connection with the same matter in the same jurisdiction for all Persons indemnified (provided that, in the event of a conflict of interest among such Persons indemnified by the Borrower, the Borrower will pay for additional counsel for each group of similarly situated Persons). The Borrower agrees that agreements in any such case no claim will be settled without this Section 11.5 shall survive the prior written consent repayment of the indemnified Person against whom such claim is made unless such settlement includes an unconditional release Borrower Obligations and the termination of such Personthe Commitments.

Payment of Expenses, etc. The Borrower agrees to: (i) pay all reasonable out-of-pocket costs and expenses (including reasonable legal fees and disbursements) of the Lender Agent in connection with (A) the negotiation, preparation, negotiation, execution and delivery and administration of this Agreement and the other Credit Documents and the documents and instruments referred to therein (including, without limitation, legal fees of the Agent) and (B) any amendment, waiver or consent relating to this Credit Agreement hereto and the other Credit Documents to which it shall consent, thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructuring restructure relating to the performance by the Borrower under this Credit Agreement Agreement; (ii) pay all reasonable out-of-pocket costs and expenses of the Lender Agent, the Fronting Bank and the Lenders in connection with (A) enforcement of the Credit Documents and the documents and instruments referred to therein (including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of outside counsel for the Lender)Agent, the Fronting Bank and each of the Lenders) and (B) any bankruptcy or insolvency proceeding of the Borrower; and (iiiii) indemnify the Agent, the Fronting Bank and each Lender, their respective its affiliates, officers, directors, employees, representatives advisors and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not the Agent or any Lender is a party thereto) related to the entering into and/or performance of any Credit Document or the use of proceeds of any Loan (including other extensions Extension of credit) Credit hereunder or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable fees and disbursements of outside counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of gross negligence or willful misconduct on the part of the Person to be indemnified). In clause (ii) of the immediately preceding sentence, to the extent any such investigation, litigation or other proceeding Such expenses shall be brought reimbursed by or relate to a third party (other than by and between the Borrower and the Lender) then the Borrower upon presentation of a statement of account, which statement shall be permitted to defend claims using professionals chosen by the Borrower, subject to the approval of the Lender, which approval shall not be unreasonably withheld or delayed. The Borrower agrees that in any such case no claim will be settled without the prior written consent of the indemnified Person against whom such claim is made unless such settlement includes an unconditional release of such Personconclusive absent manifest error.

Payment of Expenses, etc. The Borrower agrees to: (i) pay all reasonable out-of-pocket costs and expenses (including reasonable legal fees and disbursements) of the Lender Agent in connection with (A) the negotiation, preparation, negotiation, execution and delivery and administration of this Agreement and the other Credit Documents and the documents and instruments referred to therein (including, without limitation, legal fees of the Agent) and (B) any amendment, waiver or consent relating to this Credit Agreement hereto and the other Credit Documents to which it shall consent, thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructuring restructure relating to the performance by the Borrower under this Credit Agreement Agreement; (ii) pay all reasonable out-of-pocket costs and expenses of the Lender Agent and the Lenders in connection with (A) enforcement of the Credit Documents and the documents and instruments referred to therein (including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of outside counsel for the Lender)Agent and each of the Lenders) and (B) any bankruptcy or insolvency proceeding of the Borrower; and (iiiii) indemnify the Agent and each Lender, their respective its affiliates, officers, directors, employees, representatives advisors and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not the Agent or any Lender is a party thereto) related to the entering into and/or performance of any Credit Document or the use of proceeds of any Loan (including other extensions of credit) Advance hereunder or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable fees and disbursements of outside counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of gross negligence or willful misconduct on the part of the Person to be indemnified). In clause (ii) of the immediately preceding sentence, to the extent any such investigation, litigation or other proceeding Such expenses shall be brought reimbursed by or relate to a third party (other than by and between the Borrower and the Lender) then the Borrower shall be permitted to defend claims using professionals chosen by the Borrower, subject to the approval upon presentation of the Lender, which approval shall not be unreasonably withheld or delayed. The Borrower agrees that in any such case no claim will be settled without the prior written consent a statement of the indemnified Person against whom such claim is made unless such settlement includes an unconditional release of such Personaccount.

Payment of Expenses, etc. The Borrower agrees to: (i) pay all reasonable out-of-pocket costs and expenses (including reasonable legal fees and disbursements) of the Lender Administrative Agent and the Arrangers in connection with (A) the negotiation, preparation, negotiation, execution and delivery and administration of this Agreement and the other Credit Documents and any amendment, waiver or consent relating to this Credit Agreement and the other Credit Documents and the documents and instruments referred to which it shall consenttherein (including, without limitation, the reasonable fees and expenses of Mayer, Brown, Rowe & Maw LLP, special counsel to the Administrative Agent) and (B) xxx amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructuring restructure relating to the performance by the Borrower under this Credit Agreement Agreement, (ii) pay all reasonable out-of-pocket costs and expenses of the Lender Administrative Agent and the Lenders in connection with (A) enforcement of the Credit Documents and the documents and instruments referred to therein (including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of outside counsel for the LenderAdministrative Agent and each of the Lenders (including the allocated cost of internal counsel); ) and (iiB) any bankruptcy or insolvency proceeding of the Borrower and (iii) indemnify the Administrative Agent, each Arranger and each Lender, their respective its officers, directors, employees, representatives and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not the Administrative Agent, any Arranger or any Lender is a party thereto) related to the entering into and/or performance of any Credit Document or the use of proceeds of any Loan Loans (including other extensions of credit) hereunder or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable fees and disbursements of outside counsel (including the allocated cost of internal counsel) incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of gross negligence or willful misconduct on the part of the Person to be indemnified). In clause (ii) of the immediately preceding sentence, to the extent any such investigation, litigation or other proceeding shall be brought by or relate to a third party (other than by and between the Borrower and the Lender) then the Borrower shall be permitted to defend claims using professionals chosen by the Borrower, subject to the approval of the Lender, which approval shall not be unreasonably withheld or delayed. The Borrower agrees that in any such case no claim will be settled without the prior written consent of the indemnified Person against whom such claim is made unless such settlement includes an unconditional release of such Person.

Payment of Expenses, etc. The Borrower agrees to: (i) pay all reasonable out-of-pocket costs and expenses (including reasonable legal fees and disbursements) of the Lender Agent and the Active Arrangers in connection with (A) the negotiation, preparation, negotiation, execution and delivery and administration of this Agreement and the other Credit Documents and the documents and instruments referred to therein (including, without limitation, legal fees of one counsel for the Agent) and (B) any amendment, waiver or consent relating to this Credit Agreement hereto and the other Credit Documents to which it shall consent, thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructuring restructure relating to the performance by the Borrower under this Credit Agreement Agreement, (ii) pay all reasonable out-of-pocket costs and expenses of the Lender Agent, each L/C Issuer and the Lenders in connection with (A) enforcement of the Credit Documents and the documents and instruments referred to therein (including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of outside counsel for the Lender); Agent, each L/C Issuer and each of the Lenders) and (iiB) any bankruptcy or insolvency proceeding of the Borrower and (iii) indemnify the LenderAgent, the Active Arrangers, each L/C Issuer and each Lender and their respective officers, directors, employees, representatives and agents Related Parties from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not the Agent, the Active Arrangers, any L/C Issuer or any Lender is a party thereto) related to the entering into and/or performance of any Credit Document or the use of proceeds of any Loan Loans (including other extensions of credit) hereunder or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable fees and disbursements of outside counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of gross negligence or willful misconduct on the part of the Person to be indemnifiedindemnified or such Person’s employer, employee or co-employee). In clause ; provided that the foregoing indemnity by the Borrower shall not extend to disputes solely among the Lenders or litigation commenced by the Borrower which (iia) seeks enforcement of any of the immediately preceding sentenceBorrower’s rights hereunder and (b) is determined in a final judgment adverse to the Agent and the Lenders. No Person referred to in this Section 11.5 shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby, except to the extent any such investigation, litigation or other proceeding damages (which shall be brought by or relate to a third party (other than by and between the Borrower and the Lender) then the Borrower shall be permitted to defend claims using professionals chosen by the Borrower, subject to the approval of the Lender, which approval shall not be unreasonably withheld or delayed. The Borrower agrees that in any such case no claim will event be settled without limited to direct or actual damages, as opposed to indirect, special, incidental, consequential or punitive damages) result from the prior written consent of the indemnified Person against whom such claim is made unless such settlement includes an unconditional release gross negligence or willful misconduct of such Person. The agreements in this Section 11.5 shall survive the payment of the Borrower Obligations and all other amounts payable hereunder and under the other Credit Documents.

Payment of Expenses, etc. The Borrower agrees to: (ia) pay all reasonable out-of-pocket costs and expenses of (including reasonable legal fees and disbursementsi) of the Lender Administrative Agent in connection with the negotiation, preparation, negotiation, execution and delivery of this Credit Agreement and the other Credit Documents and the documents and instruments referred to therein (including the reasonable fees and expenses of outside legal counsel to the Administrative Agent) and any amendment, waiver or consent relating to this Credit Agreement hereto and the other Credit Documents to which it shall consent, thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructuring restructure relating to the performance by the Borrower under this Credit Agreement and of (ii) the Lender Administrative Agent and the Lenders in connection with enforcement of the Credit Documents and the documents and instruments referred to therein (including, without limitation, including in connection with any such enforcement, the reasonable fees and disbursements of outside counsel for the Lender)Administrative Agent and each of the Lenders) against any Credit Party; and (iib) indemnify the LenderAdministrative Agent and each Lender and its Affiliates, their respective officers, directors, employees, representatives and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or reasonable expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not the Administrative Agent or any Lender or its Affiliates is a party thereto, or whether or not such investigation, litigation or other proceeding was initiated by the Credit Parties, their Affiliates or any other party, other than in the case of any investigation, litigation or other proceeding initiated by the Credit Parties in connection with a material breach of obligations (as determined by a court of competent jurisdiction) by the Administrative Agent or any Lender hereunder) related to the entering into and/or performance of any Credit Document or the use of proceeds of any Loan Loans (including other extensions of credit) hereunder or the consummation of any other transactions contemplated in any Credit DocumentDocument by the Credit Parties, including, without limitation, including the reasonable fees and disbursements of outside counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of gross negligence or willful misconduct on the part of the Person to be indemnified, in each case, as determined by a court of competent jurisdiction). In clause (ii) of the immediately preceding sentence, to the extent any such investigation, litigation or other proceeding shall be brought by or relate to a third party (other than by and between the Borrower and the Lender) then the Borrower shall be permitted to defend claims using professionals chosen by the Borrower, subject to the approval of the Lender, which approval shall not be unreasonably withheld or delayed. The Borrower agrees that in any such case no claim will be settled without the prior written consent of the indemnified Person against whom such claim is made unless such settlement includes an unconditional release of such Person.

Payment of Expenses, etc. The Borrower agrees to: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses (including reasonable legal fees and disbursements) of the Lender in connection with the negotiation, preparation, negotiation, execution and delivery of this Agreement the Credit Documents and the other Credit Documents documents and instruments referred to therein and any amendment, waiver or consent relating to this Credit Agreement and the other Credit Documents to which it shall consent, thereto (including, but not limited towithout limitation, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructuring relating to the performance by the Borrower under this Credit Agreement reasonable fees and disbursements of White & Case LLP) and of the Lender in connection with the enforcement of the Credit Documents and the documents and instruments referred to therein (including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of outside counsel for the Lender); (ii) pay and hold the Lender harmless from and against any and all present and future stamp and other similar taxes with respect to the foregoing matters and save the Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Lender) to pay such taxes; and (iiiii) indemnify the Lender, their respective its officers, directors, employees, representatives and agents (each an "Indemnified Person") from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses (collectively "Indemnified Liabilities") incurred by any of them (whether asserted by the Borrower or otherwise) as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not the Lender is a party thereto) related to the entering into and/or performance of any Credit Document or the use of the proceeds of any Loan (including other extensions of credit) Loans hereunder or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable fees and disbursements of outside counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding (i) any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified, (ii) the reimbursement of amounts paid by an Indemnified Person on any final, non-appealable judgment in the part Borrower's favor against such Indemnified Person by a court of competent jurisdiction, or (iii) the reimbursement of amounts paid by an Indemnified Person seeking indemnification in any settlement of any claim constituting Indemnified Liabilities with a party other than the Borrower which was effected by an Indemnified Person without the prior consent of the Borrower, unless either (x) the Borrower has had reasonable opportunity to defend such Indemnified Person against such claim and has not promptly and diligently prosecuted such defense by counsel reasonably satisfactory to such Indemnified Person or (y) the Borrower has failed to provide evidence reasonably satisfactory to the Lender of the Borrower's financial ability to satisfy its indemnity obligations hereunder in respect of such claim) or (b) the actual or alleged presence of Hazardous Materials in the air, surface water, groundwater, surface or subsurface of any Real Property owned or at any time operated by the Borrower, the generation, storage, transportation or disposal of Hazardous Materials at any location whether or not owned or operated by the Borrower, the non-compliance of any Real Property owned or at any time operated by the Borrower with federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to any such Real Property, or any Environmental Claim asserted against the Borrower or any such Real Property, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified). In clause (ii) of the immediately preceding sentence, to To the extent that the undertaking to indemnify, pay or hold harmless the Lender set forth in the preceding sentence may be unenforceable because it is violative of any such investigationlaw or public policy, litigation or other proceeding shall be brought by or relate to a third party (other than by and between the Borrower and the Lender) then the Borrower shall be permitted to defend claims using professionals chosen by make the Borrower, subject maximum contribution to the approval payment and satisfaction of the Lender, which approval shall not be unreasonably withheld or delayed. The Borrower agrees that in any such case no claim will be settled without the prior written consent each of the indemnified Person against whom such claim liabilities which is made unless such settlement includes an unconditional release of such Personpermissible under applicable law.

Payment of Expenses, etc. The Borrower agrees to: (i) pay all reasonable out-of-pocket costs and expenses (including reasonable legal fees and disbursements) of the Lender Agent and the Lead Arranger in connection with (A) the negotiation, preparation, negotiation, execution and delivery and administration of this Agreement and the other Credit Documents and any amendment, waiver or consent relating to this Credit Agreement and the other Credit Documents and the documents and instruments referred to which it shall consenttherein (including, without limitation, legal fees of one counsel for the Agent) and (B) any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructuring restructure relating to the performance by the Borrower under this Credit Agreement Agreement, (ii) pay all reasonable out-of-pocket costs and expenses of the Lender Agent and the Lenders in connection with (A) enforcement of the Credit Documents and the documents and instruments referred to therein (including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of outside counsel for the Lender); Agent and each of the Lenders) and (iiB) any bankruptcy or insolvency proceeding of the Borrower and (iii) indemnify the Agent, the Lead Arranger and each Lender, their respective its officers, directors, employees, representatives representatives, affiliates and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not the Agent, the Lead Arranger or any Lender is a party thereto) related to the entering into and/or performance of any Credit Document or the use of proceeds of any Loan Loans (including other extensions of credit) hereunder or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable fees and disbursements of outside counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of gross negligence or willful misconduct on the part of the Person to be indemnifiedindemnified or such Person's employer, employee or co-employee). In clause (ii) of ; provided that the immediately preceding sentence, to the extent any such investigation, litigation or other proceeding shall be brought foregoing indemnity by or relate to a third party (other than by and between the Borrower and the Lender) then the Borrower shall be permitted not extend to defend claims using professionals chosen disputes solely among the Lenders or litigation commenced by the Borrower which (a) seeks enforcement of any of the Borrower, subject 's rights hereunder and (b) is determined in a final judgment adverse to the approval of Agent and the Lender, which approval shall not be unreasonably withheld or delayed. The Borrower agrees that in any such case no claim will be settled without the prior written consent of the indemnified Person against whom such claim is made unless such settlement includes an unconditional release of such PersonLenders.

Payment of Expenses, etc. The Borrower agrees to: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-out- of-pocket costs and expenses (including reasonable legal fees and disbursements) of the Lender in connection with the negotiation, preparation, negotiation, execution and delivery of this Agreement the Credit Documents and the other Credit Documents documents and instruments referred to therein and any amendment, waiver or consent relating to this Credit Agreement and the other Credit Documents to which it shall consent, thereto (including, but not limited towithout limitation, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructuring relating to the performance by the Borrower under this Credit Agreement reasonable fees and disbursements of White & Case LLP) and of the Lender in connection with the enforcement of the Credit Documents and the documents and instruments referred to therein (including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of outside counsel for the Lender); (ii) pay and hold the Lender harmless from and against any and all present and future stamp and other similar taxes with respect to the foregoing matters and save the Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Lender) to pay such taxes; and (iiiii) indemnify the Lender, their respective its officers, directors, employees, representatives and agents (each an "Indemnified Person") from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses (collectively "Indemnified Liabilities") incurred by any of them (whether asserted by the Borrower or otherwise) as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not the Lender is a party thereto) related to the entering into and/or performance of any Credit Document or the use of the proceeds of any Loan (including other extensions of credit) Loans hereunder or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable fees and disbursements of outside counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding (i) any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified, (ii) the reimbursement of amounts paid by an Indemnified Person on any final, non-appealable judgment in the part Borrower's favor against such Indemnified Person by a court of competent jurisdiction, or (iii) the reimbursement of amounts paid by an Indemnified Person seeking indemnification in any settlement of any claim constituting Indemnified Liabilities with a party other than the Borrower which was effected by an Indemnified Person without the prior consent of the Borrower, unless either (x) the Borrower has had reasonable opportunity to defend such Indemnified Person against such claim and has not promptly and diligently prosecuted such defense by counsel reasonably satisfactory to such Indemnified Person or (y) the Borrower has failed to provide evidence reasonably satisfactory to the Lender of the Borrower's financial ability to satisfy its indemnity obligations hereunder in respect of such claim) or (b) the actual or alleged presence of Hazardous Materials in the air, surface water, groundwater, surface or subsurface of any Real Property owned or at any time operated by the Borrower, the generation, storage, transportation or disposal of Hazardous Materials at any location whether or not owned or operated by the Borrower, the non-compliance of any Real Property owned or at any time operated by the Borrower with federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to any such Real Property, or any Environmental Claim asserted against the Borrower or any such Real Property, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified). In clause (ii) of the immediately preceding sentence, to To the extent that the undertaking to indemnify, pay or hold harmless the Lender set forth in the preceding sentence may be unenforceable because it is violative of any such investigationlaw or public policy, litigation or other proceeding shall be brought by or relate to a third party (other than by and between the Borrower and the Lender) then the Borrower shall be permitted to defend claims using professionals chosen by make the Borrower, subject maximum contribution to the approval payment and satisfaction of the Lender, which approval shall not be unreasonably withheld or delayed. The Borrower agrees that in any such case no claim will be settled without the prior written consent each of the indemnified Person against whom such claim liabilities which is made unless such settlement includes an unconditional release of such Personpermissible under applicable law.

Payment of Expenses, etc. The Borrower agrees to: (i) pay all reasonable out-of-pocket costs and expenses (including reasonable legal fees and disbursements) of the Lender in connection with the preparation, negotiation, execution and delivery of this Agreement and the other Credit Documents and any amendment, waiver or consent relating to this Credit Agreement and the other Credit Documents to which it shall consent, including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructuring relating to the performance by the Borrower under this Credit Agreement and of the Lender in connection with enforcement of the Credit Documents and the documents and instruments referred to therein (including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of outside counsel for the Lender); and (ii) indemnify the Lender, their respective its officers, directors, employees, representatives and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not the Lender is a party thereto) related to the entering into and/or performance of any Credit Document or the use of proceeds of any Loan (including other extensions of credit) hereunder or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable fees and disbursements of outside counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of gross negligence or willful misconduct on the part of the Person to be indemnified). In clause (ii) of the immediately preceding sentence, to the extent any such investigation, litigation or other proceeding shall be brought by or relate to a third party (other than by and between the Borrower and the Lender) then the Borrower shall be permitted to defend claims using professionals chosen by the Borrower, subject to the approval of the Lender, which approval shall not be unreasonably withheld or delayed. The Borrower agrees that in any such case no claim will be settled without the prior written consent of the indemnified Person against whom such claim is made unless such settlement includes an unconditional release of such Person.

Payment of Expenses, etc. The Borrower agrees toCompany shall: (i) whether or not the transactions hereby contemplated are consummated, pay all reasonable out-of-pocket costs and expenses (including reasonable legal fees and disbursements) of the Lender in connection with the preparation, negotiationexecution, execution delivery and delivery enforcement of this Agreement Agreement, the Notes, the documents and the other Credit Documents instruments referred to herein and any amendment, waiver or consent relating to this Credit Agreement and the other Credit Documents to which it shall consent, including, but not limited to, any such amendments, waivers hereto or consents resulting from or related to any work-out, renegotiation or restructuring relating to the performance by the Borrower under this Credit Agreement and of the Lender in connection with enforcement of the Credit Documents and the documents and instruments referred to therein thereto (including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of outside special counsel for each of the LenderBanks); and (ii) pay and hold each of the Banks harmless from and against any and all present and future stamp and other similar taxes with respect to the foregoing matters and to save each Bank from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Bank) to pay such taxes and (iii) to indemnify the Lender, their respective officers, directors, employees, representatives Agent and agents each Bank from and hold each of them harmless against any and all losses, liabilities, claims, damages damages, or expenses incurred by any of them as a result of, or arising out of, or in any way related to, of or by reason of, of any investigation, litigation or other proceeding (whether or not the Lender is a party thereto) related to any Acquisition effected or proposed to be effected by the Company with the proceeds of the Loans or the Company's entering into and/or and performance of any Credit Document or the use of proceeds of any Loan (including other extensions of credit) hereunder or the consummation of any other transactions contemplated in any Credit Documentthis Agreement, including, without limitation, the reasonable fees and disbursements of outside counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct on the part of the Person to be indemnifiedindemnified or in connection with any proceeding brought against the Person to be indemnified by a security holder of such Person based on the rights afforded such security holder solely in its capacity as such). In clause addition, the Company shall not be liable under Section 9.01(iii) with respect to claims directly arising out of any settlement made without its consent (ii) of the immediately preceding sentence, to the extent any such investigation, litigation or other proceeding shall be brought by or relate to a third party (other than by and between the Borrower and the Lender) then the Borrower shall be permitted to defend claims using professionals chosen by the Borrower, subject to the approval of the Lender, which approval consent shall not be unreasonably withheld or delayed. The Borrower agrees that withheld) in any such case no claim will be settled without the prior written consent action other than one arising out of the indemnified Person against whom such claim is made unless such settlement includes an unconditional release of such Persona tender offer.

Payment of Expenses, etc. The Borrower Corporation agrees to: (i) to pay on ------------------------- demand, whether or not the transactions hereby contemplated shall be consummated, all reasonable out-of-pocket costs and expenses (including reasonable legal in each case, without limitation, fees and disbursementsexpenses of counsel for the Bank with respect thereto and with respect to advising the Bank as to its rights and responsibilities hereunder) paid or incurred by the Bank or any Person to whom the Bank has sold a participation in the Letter of Credit in connection with (a) the preparation, review, execution, delivery and administration of this Agreement, the Letter of Credit and any Related Document or otherwise arising in connection with this Agreement, the Letter of Credit or any Related Document, (b) any amendments, consents or waivers to this Agreement, the Letter of Credit or any Related Document, (c) the protection of the Lender rights of the Bank under this Agreement, the Letter of Credit and the Related Documents, (d) the enforcement of this Agreement or any Related Document, whether by judicial proceedings or otherwise, (e) the enforcement of payment of all Obligations by any action or participation in, or in connection with, a case or a proceeding under the Bankruptcy Law, (f) all stamp, documentary and other taxes and fees (including interest and penalties, if any) which may be payable in connection with the preparationexecution, negotiationdelivery, execution filing and delivery recording of this Agreement or any Related Document, and (g) the other Credit Documents administration of this Agreement, including fees and any amendmentexpenses of a consulting architect and/or engineer of the Bank's choice to review plans and specifications and for inspection services during the course of construction, waiver or consent relating to this Credit Agreement and the other Credit Documents to which it shall consent, including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructuring relating to the performance if required by the Borrower under this Credit Agreement Bank in its sole discretion. The Corporation agrees to indemnify, defend and hold the Bank, and each Person to whom the Bank has sold a participation in the Letter of the Lender in connection with enforcement of the Credit Documents Credit, harmless from and the documents and instruments referred to therein against all liability (including, without limitation, interest, penalties and attorneys' fees and expenses) to which it may become subject insofar as such liability arises out of or is based upon a suit or proceeding or governmental action brought or taken in connection with any such enforcementthe Project, the reasonable fees and disbursements issuance of outside counsel for the Lender); and (ii) indemnify the Lender, their respective officers, directors, employees, representatives and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not the Lender is a party thereto) related to the entering into and/or performance of any Credit Document Bonds or the use (or the proposed or potential use) of the proceeds of any Loan (including other extensions drawing under the Letter of credit) hereunder or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable fees and disbursements of outside counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of gross negligence or willful misconduct on the part Credit. The obligations of the Person to be indemnified). In clause (ii) Corporation hereunder shall survive the cancellation or expiration of the immediately preceding sentence, to the extent any such investigation, litigation or other proceeding shall be brought by or relate to a third party (other than by Letter of Credit and between the Borrower and the Lender) then the Borrower shall be permitted to defend claims using professionals chosen by the Borrower, subject to the approval payment of the Lender, which approval shall not be unreasonably withheld or delayed. The Borrower agrees that in any such case no claim will be settled without the prior written consent of the indemnified Person against whom such claim is made unless such settlement includes an unconditional release of such PersonBonds.

Payment of Expenses, etc. The Borrower agrees to: (ia) to pay or reimburse the Lender for all of the Lender’s reasonable out-of-pocket costs and expenses (incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Operative Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable legal fees and disbursementsdisbursements of counsel to the Lender and filing and recording fees and expenses, (b) of to pay or reimburse the Lender for all costs and expenses incurred by the Lender in connection with the preparationenforcement or preservation of any rights under this Agreement, negotiationthe other Operative Documents and any such other documents, including the fees and disbursements of counsel to the Lender, (c) to pay, indemnify, and hold the Lender and its Related Parties harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes (other than those of the nature of an income tax), if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement and modification of, or any waiver or consent under or in respect of, this Agreement and Agreement, the other Credit Operative Documents and any amendmentsuch other documents and (d) to pay, waiver or consent relating to this Credit Agreement indemnify, and the other Credit Documents to which it shall consent, including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructuring relating to the performance by the Borrower under this Credit Agreement and of hold the Lender in connection with enforcement of the Credit Documents and the documents its Related Parties (each, an “Indemnitee”) harmless and instruments referred to therein defend them from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including, without limitation, in connection with any such enforcementsubject to the second succeeding proviso, the reasonable fees and disbursements of outside counsel for legal counsel) or disbursements of any kind or nature whatsoever with respect to the Lender); execution, delivery, enforcement, performance and (ii) indemnify administration of this Agreement, the Lenderother Operative Documents and any such other documents, their respective officers, directors, employees, representatives and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by including any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not the Lender is a party thereto) related foregoing relating to the entering into and/or performance of any Credit Document or the use of proceeds of the Loans (all the foregoing in this clause (d), collectively, the “I ndemnified Liabilities”); provided that the Borrower shall have no obligation hereunder to any Loan Indemnitee with respect to 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; p rovided, further, that the Borrower shall not be obligated to pay, indemnify or hold harmless any Indemnitee if such Indemnitee (including other extensions of credit1) hereunder or does not provide reasonably prompt notice to the consummation Borrower of any other transactions contemplated claim for which indemnification is sought; provided that the failure to provide notice shall only limit the indemnification provided hereby to the extent of any incremental expense or actual prejudice as a result of such failure or (2) makes any admissions of liability or incurs any significant expenses after receiving actual written notice of the claim, or agrees to any settlement without the written consent of the Borrower, which consent shall not be unreasonably withheld. The Borrower may, in any Credit Documentits sole discretion, and at its expense, control the defense of the claim including, without limitation, designating counsel for the reasonable fees and disbursements of outside Indemnitees (which counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses shall be reasonably satisfactory to the extent incurred by reason Indemnitees) controlling all negotiations, litigation, arbitration, settlements, compromises and appeals of gross negligence or willful misconduct on any claim; provided that (x) the part Borrower may not agree to any settlement involving any Indemnitee that contains any element other than the payment of money and complete indemnification of the Person to be indemnified). In clause (ii) of the immediately preceding sentence, to the extent any such investigation, litigation or other proceeding shall be brought by or relate to a third party (other than by and between the Borrower and the Lender) then the Borrower shall be permitted to defend claims using professionals chosen by the Borrower, subject to the approval of the Lender, which approval shall not be unreasonably withheld or delayed. The Borrower agrees that in any such case no claim will be settled Indemnitee without the prior written consent of the indemnified Person against whom such claim is made unless such settlement includes an unconditional release affected Indemnitee and (y) the Borrower shall engage and pay the reasonable expenses of separate counsel for the Indemnitee to the extent that the interests of the Indemnitee are in conflict with those of the Borrower. The Borrower shall be responsible to pay the reasonable fees of such Personseparate legal counsel if such a conflict exists. The agreements in this Section 8.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses, etc. The Borrower hereby agrees to: (i) pay all reasonable out-of-pocket costs and expenses (including reasonable legal fees and disbursements) of the Lender in connection with the preparation, negotiation, execution and delivery enforcement of this Agreement and the other Credit Documents and any amendment, waiver or consent relating to this Credit Agreement and the other Credit Documents to which it shall consent, including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructuring relating to the performance by the Borrower under this Credit Agreement and of the Lender in connection with enforcement of the Credit Documents and the documents and instruments referred to herein and therein (including, in each case without limitation, in connection with any such enforcement, the reasonable fees and disbursements of outside counsel for the Lender); (ii) pay and hold the Lender harmless from and against any and all present and future stamp, property, sales and use, value-added, court, excise and other similar documentary taxes, charges or similar levies with respect to the execution, delivery, performance or enforcement of this Agreement or any payment hereunder (collectively, "Other Taxes"), and save the Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Lender) to pay such Other Taxes; (iii) indemnify the Lender for (a) the full amount of Other Taxes paid by the Lender and (iib) any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; and (iv) indemnify the Lender, their respective and each of its officers, directors, employees, representatives representatives, agents, Affiliates and agents trustees from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, liabilitiesdamages, penalties, claims, damages actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys' and consultants' fees and disbursements) incurred by, imposed on or expenses incurred by assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any actual or prospective claim, investigation, litigation or other proceeding (whether or not the Lender is a party theretothereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Party) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of proceeds of any Loan (including other extensions of credit) Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein or in any other Credit DocumentDocument or the exercise of any of their rights or remedies provided herein or in the other Credit Documents or (b) any Environmental Claim asserted against the Lender, the Borrower or any of its Subsidiaries, or any Real Property at any time owned, leased or operated by the Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of outside counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding Environmental Claim (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct on the part of the Person to be indemnifiedindemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision)). In clause (ii) of the immediately preceding sentence, to To the extent that the undertaking to indemnify, pay or hold harmless the Lender set forth in the preceding sentence may be unenforceable because it is violative of any such investigationlaw or public policy, litigation or other proceeding shall be brought by or relate to a third party (other than by and between the Borrower and the Lender) then the Borrower shall be permitted to defend claims using professionals chosen by make the Borrower, subject maximum contribution to the approval payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. All amounts due under this Section 11.01 shall be payable within 10 days after demand therefor. Notwithstanding the foregoing, the Borrower shall not be obligated to indemnify, pay or hold harmless the Lender in respect of any costs, expenses, fees or liability described in this Section 11.01 that arise from or is attributable to the gross negligence of the Lender, which approval shall not be unreasonably withheld or delayed. The Borrower agrees that in any such case no claim will be settled without the prior written consent of the indemnified Person against whom such claim is made unless such settlement includes an unconditional release of such Person.

Payment of Expenses, etc. The Borrower agrees to: (i) pay all reasonable out-of-of- pocket costs and expenses (including reasonable legal fees and disbursements) of the Lender Administrative Agent and Banc of America Securities LLC ("BAS") in connection with (A) the negotiation, preparation, negotiation, execution and delivery and administration of this Agreement and the other Credit Documents and any amendment, waiver or consent relating to this Credit Agreement and the other Credit Documents and the documents and instruments referred to which it shall consenttherein (including, without limitation, the reasonable fees and expenses of Xxxxx & Xxx Xxxxx, PLLC, special counsel to the Administrative Agent) and (B) any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructuring restructure relating to the performance by the Borrower under this Credit Agreement Agreement, (ii) pay all reasonable out- of-pocket costs and expenses of the Lender Administrative Agent and the Lenders in connection with (A) enforcement of the Credit Documents and the documents and instruments referred to therein (including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of outside counsel for the LenderAdministrative Agent and each of the Lenders (including the allocated cost of internal counsel); ) and (iiB) any bankruptcy or insolvency proceeding of the Borrower and (iii) indemnify the Administrative Agent, BAS and each Lender, their respective its officers, directors, employees, representatives and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not the Administrative Agent, BAS or any Lender is a party thereto) related to the entering into and/or performance of any Credit Document or the use of proceeds of any Loan Loans (including other extensions of credit) hereunder or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable fees and disbursements of outside counsel (including the allocated cost of internal counsel) incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of gross negligence or willful misconduct on the part of the Person to be indemnified). In clause (ii) of the immediately preceding sentence, to the extent any such investigation, litigation or other proceeding shall be brought by or relate to a third party (other than by and between the Borrower and the Lender) then the Borrower shall be permitted to defend claims using professionals chosen by the Borrower, subject to the approval of the Lender, which approval shall not be unreasonably withheld or delayed. The Borrower agrees that in any such case no claim will be settled without the prior written consent of the indemnified Person against whom such claim is made unless such settlement includes an unconditional release of such Person.

Payment of Expenses, etc. The Borrower Maker agrees to: (ia) pay all reasonable out-of-pocket costs and expenses of the Noteholder (including including, without limitation, the reasonable legal fees and disbursementsexpenses of outside legal counsel to the Noteholder) of the Lender in connection with (i) the negotiation, preparation, negotiation, execution and delivery of this Agreement and the other Credit Documents and any amendment, waiver or consent relating to this Credit Agreement and the other Credit Documents to which it shall consent, hereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructuring restructure relating to the performance by the Borrower Maker under this Credit Agreement and of the Lender in connection with enforcement of the Credit Documents and the documents and instruments referred to therein (including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of outside counsel for the Lender); Note and (ii) the enforcement of this Note against the Maker; and (b) indemnify the Lender, their respective Noteholder and its officers, directors, employees, representatives and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or reasonable expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not the Lender Noteholder is a party thereto, or whether or not such investigation, litigation or other proceeding was initiated by the Maker or any other party) related to the entering into and/or performance of any Credit Document this Note or the use of proceeds of any Loan (including loans or other extensions of credit) hereunder credit pursuant hereto or the consummation of any other transactions contemplated in any Credit Documentthis Note by the Maker, including, without limitation, the reasonable fees and disbursements of outside counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of gross negligence or willful misconduct on the part of the Person person or entity to be indemnified, in each case, as determined by a court of competent jurisdiction). In clause (ii) of the immediately preceding sentence, to the extent any such investigation, litigation or other proceeding shall be brought by or relate to a third party (other than by and between the Borrower and the Lender) then the Borrower shall be permitted to defend claims using professionals chosen by the Borrower, subject to the approval of the Lender, which approval shall not be unreasonably withheld or delayed. The Borrower agrees that in any such case no claim will be settled without the prior written consent of the indemnified Person against whom such claim is made unless such settlement includes an unconditional release of such Person.

Payment of Expenses, etc. The Borrower agrees to: (i) pay all reasonable out-of-pocket costs and expenses (including reasonable legal fees and disbursements) of the Lender Agent in connection with (A) the negotiation, preparation, negotiation, execution and delivery and administration of this Agreement and the other Credit Documents and the documents and instruments referred to therein (including, without limitation, legal fees of the Agent) and (B) any amendment, waiver or consent relating to this Credit Agreement hereto and the other Credit Documents to which it shall consent, thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructuring restructure relating to the performance by the Borrower under this Credit Agreement Agreement; (ii) pay all reasonable out-of-pocket costs and expenses of the Lender Agent, the Fronting Bank and the Lenders in connection with (A) enforcement of the Credit Documents and the documents and instruments referred to therein (including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of outside counsel for the Lender)Agent, the Fronting Bank and each of the Lenders) and (B) any bankruptcy or insolvency proceeding of the Borrower; and (iiiii) indemnify the Agent, the Fronting Bank and each Lender, their respective its affiliates, officers, directors, employees, representatives advisors and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not the Agent or any Lender is a party thereto) related to the entering into and/or performance of any Credit Document or the use of proceeds of any Loan (including other extensions Extension of credit) Credit hereunder or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable fees and disbursements of outside counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of gross negligence or willful misconduct on the part of the Person to be indemnified). In clause (ii) of the immediately preceding sentence, to the extent any such investigation, litigation or other proceeding Such expenses shall be brought reimbursed by or relate to a third party (other than by and between the Borrower and the Lender) then the Borrower shall be permitted to defend claims using professionals chosen by the Borrower, subject to the approval upon presentation of the Lender, which approval shall not be unreasonably withheld or delayed. The Borrower agrees that in any such case no claim will be settled without the prior written consent a statement of the indemnified Person against whom such claim is made unless such settlement includes an unconditional release of such Personaccount.

Payment of Expenses, etc. The Borrower agrees to: (i) pay all reasonable out-of-pocket costs and expenses (including reasonable legal fees and disbursementsA) of the Lender Bank in connection with the negotiation, preparation, negotiation, execution and delivery and administration of this Loan Agreement and the other Credit Documents and the documents, agreements, certificates and instruments referred to therein (including, without limitation, the reasonable fees and expenses of Holland & Knight LLP, special counsel to the Bank (the “Closing Fees”), which Closing Fees shall not exceed $30,000 exclusive of the Commitment Fee, (B) of the Bank in connection with any amendment, waiver or consent relating hereto or to this Credit Agreement and the other Credit Documents to which it shall consentor the other documents, agreements, certificates and instruments contemplated hereby, including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructuring restructure relating to the performance by the Borrower Credit Parties under this Credit Agreement Loan Agreement, and (C) of the Lender Bank in connection with enforcement of the Credit Documents and the documents and instruments referred to therein or contemplated herein (including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of outside counsel for the LenderBank); (ii) pay and hold the Bank harmless from and against any and all present and future stamp and other similar taxes with respect to the foregoing matters and save the Bank harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Bank) to pay such taxes; and (iiiii) indemnify the LenderBank, their respective its officers, directors, employees, representatives and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, of (A) any investigation, litigation or other proceeding (whether or not the Lender Bank is a party thereto) related to the entering into and/or performance of any Credit Document or the use of proceeds of any the Term Loan (including other extensions of credit) hereunder or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable fees and disbursements of outside counsel incurred in connection with any such investigation, litigation or other proceeding or (B) the presence or Release of any Materials of Environmental Concern at, under or from any Environmental Property owned, operated or leased by the Borrower or any of its Subsidiaries, or the failure by the Borrower or any of its Subsidiaries to comply with any Environmental Law (but excluding excluding, in the case of either of clause (A) or (B) above, any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of gross negligence or willful misconduct on the part of the Person to be indemnified). In clause (ii) of the immediately preceding sentence, to the extent any such investigation, litigation or other proceeding shall be brought by or relate to a third party (other than by and between the Borrower and the Lender) then the Borrower shall be permitted to defend claims using professionals chosen by the Borrower, subject to the approval of the Lender, which approval shall not be unreasonably withheld or delayed. The Borrower agrees that in any such case no claim will be settled without the prior written consent of the indemnified Person against whom such claim is made unless such settlement includes an unconditional release of such Person.

Payment of Expenses, etc. The Borrower agrees to: (ia) pay all actual and reasonable and documented out-of-pocket costs and expenses (including reasonable legal fees and disbursementsvi) of the Lender Administrative Agent and its Affiliates in connection with the preparation, negotiation, execution and delivery of this Agreement and the other Credit Documents and any amendment, waiver or consent relating to this Credit Agreement and the other Credit Documents to which it shall consent, including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructuring relating to the performance by the Borrower under this Credit Agreement and (vii) of the Administrative Agent and any Lender in connection with any Event of Default or with the enforcement of the Credit Documents and the documents and instruments referred to therein (including, without limitation, in connection with any such enforcement, including the reasonable fees and disbursements of outside (x) one (1) counsel for the Lender); Administrative Agent (which counsel shall be selected by the Administrative Agent) and (iiy) one (1) counsel for the Lenders) and (b) indemnify the Lender, Administrative Agent and each Lender and their respective officers, directors, employees, representatives and agents (each such Person an “Indemnitee”) from and hold each of them Indemnitee harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them Indemnitee as a result of, or arising out of, or in any way related to, or by reason of, (i) any breach of a representation, warranty or covenant contained herein or in any Credit Document, (ii) any investigation, litigation or other proceeding (whether or not the any Lender is a party thereto) related to the entering into and/or or performance of any Credit Document or Document, the use of the proceeds of any Loan (including other extensions of credit) Loans hereunder or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, including the reasonable fees and disbursements of outside counsel incurred in connection with any such investigation, litigation or other proceeding (proceeding, but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred directly by reason of the gross negligence negligence, fraud, bad faith or willful misconduct on of any Indemnitee or (iii) the part actual or alleged presence of Hazardous Materials in the Person air, surface water, groundwater, surface or subsurface of any real property owned or at any time operated by the Borrower, the generation, storage, transportation or disposal of Hazardous Materials at any location whether or not owned or operated by the Borrower, the noncompliance of any real property owned or at any time operated by the Borrower with Federal, state and local Laws (including applicable permits hereunder) applicable to be indemnified). In clause (ii) any such real property, or any Environmental Claim asserted against the Borrower, or any such real property, including, in each case, the reasonable disbursements of the immediately preceding sentence, to the extent counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding shall but excluding in all cases any losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence, fraud, bad faith or willful misconduct of the Indemnitee; provided, however, that there will be brought by no duplication of the amounts indemnified pursuant to Article III. To the extent that the undertaking to indemnify, pay or relate to a third party (other than by and between hold harmless the Borrower and Indemnitee set forth in the Lender) then preceding sentence may be unenforceable because it is violative of any Law or public policy, the Borrower shall be permitted to defend claims using professionals chosen by make the Borrower, subject maximum contribution to the approval payment and satisfaction of the Lender, which approval shall not be unreasonably withheld or delayed. The Borrower agrees that in any such case no claim will be settled without the prior written consent each of the indemnified Person against whom such claim liabilities which is made unless such settlement includes an unconditional release of such Personpermissible under Applicable Law. This Section 9.01 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Payment of Expenses, etc. The Borrower agrees to: (i) pay all reasonable out-of-pocket costs and expenses (including reasonable legal fees and disbursements) of the Lender Administrative Agent and Banc of America Securities LLC ("BAS") in connection with (A) the negotiation, preparation, negotiation, execution and delivery and administration of this Agreement and the other Credit Documents and any amendment, waiver or consent relating to this Credit Agreement and the other Credit Documents and the documents and instruments referred to which it shall consenttherein (including, without limitation, the reasonable fees and expenses of Xxxxx & Xxx Xxxxx, PLLC, special counsel to the Administrative Agent) and (B) any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructuring restructure relating to the performance by the Borrower under this Credit Agreement Agreement, (ii) pay all reasonable out-of-pocket costs and expenses of the Lender Administrative Agent and the Lenders in connection with (A) enforcement of the Credit Documents and the documents and instruments referred to therein (including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of outside counsel for the LenderAdministrative Agent and each of the Lenders (including the allocated cost of internal counsel); ) and (iiB) any bankruptcy or insolvency proceeding of the Borrower and (iii) indemnify the Administrative Agent, BAS and each Lender, their respective its officers, directors, employees, representatives and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not the Administrative Agent, BAS or any Lender is a party thereto) related to the entering into and/or performance of any Credit Document or the use of proceeds of any Loan Loans (including other extensions of credit) hereunder or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the 57 reasonable fees and disbursements of outside counsel (including the allocated cost of internal counsel) incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of gross negligence or willful misconduct on the part of the Person to be indemnified). In clause (ii) of the immediately preceding sentence, to the extent any such investigation, litigation or other proceeding shall be brought by or relate to a third party (other than by and between the Borrower and the Lender) then the Borrower shall be permitted to defend claims using professionals chosen by the Borrower, subject to the approval of the Lender, which approval shall not be unreasonably withheld or delayed. The Borrower agrees that in any such case no claim will be settled without the prior written consent of the indemnified Person against whom such claim is made unless such settlement includes an unconditional release of such Person.

Payment of Expenses, etc. The Borrower agrees to: (ia) pay all reasonable out-of-pocket costs and expenses (including reasonable legal fees and disbursements) of the Lender in connection with the preparation, negotiation, execution and delivery of this Agreement and the other Credit Documents and any amendment, waiver or consent relating to this Credit Agreement and the other Credit Documents to which it shall consent, including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructuring relating to the performance by the Borrower under this Credit Agreement and of the Lender in connection with enforcement of the Credit Documents and the documents and instruments referred to therein and, after an Event of Default shall have occurred and be continuing, the protection of the rights of the Lender thereunder (including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of outside counsel for the Lender); (b) pay and hold the Lender harmless from and against any and all present and future stamp and other similar taxes with respect to the foregoing matters and save the Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to Lender) to pay such taxes; and (iic) indemnify the Lender, their respective its officers, directors, employees, representatives and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, (i) any investigation, litigation or other proceeding (whether or not the Lender is a party thereto) related to the entering into and/or performance of this Agreement or any Credit other Transaction Document or the use of the proceeds of any Loan (including other extensions of credit) Loans hereunder or the Transaction or the consummation of any other transactions contemplated in any Credit DocumentDocument (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified), (ii) any settlement entered into in connection with the foregoing to the extent such settlement has been consented to by Parent, the Borrower or any of their respective Subsidiaries, or (iii) the actual or alleged presence, generation or release of Hazardous Materials on or from, or the transportation of Hazardous Materials to or from, any Real Property owned or operated at any time by Parent, the Borrower or any of their respective Subsidiaries, the non-compliance of any such Real Property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to any such Real Property, or any Environmental Claim with respect to Parent, the Borrower or any of their respective Subsidiaries or any such Real Property, in each case including, without limitation, the reasonable fees and disbursements of outside counsel and other consultants incurred in connection with any such investigation, litigation litigation, Environmental Claim or any of such Credit Party's acts, omissions, business, operations or Real Property, or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct on the part of the Person to be indemnifiedindemnified person). In clause (ii) of the immediately preceding sentence, to To the extent that the undertaking to indemnify and hold harmless set forth in this Section 9.1 may be unenforceable because it is violative of any such investigationlaw or public policy as determined by a final judgment of a court of competent jurisdiction, litigation or other proceeding shall be brought by or relate to a third party (other than by and between the Borrower and the Lender) then the Borrower shall be permitted to defend claims using professionals chosen by make the Borrower, subject maximum contribution to the approval payment and satisfaction of each of the Lender, liabilities giving rise to claims under the indemnification provisions of this Section 9.1 which approval shall not be unreasonably withheld or delayed. The Borrower agrees that in any such case no claim will be settled without the prior written consent of the indemnified Person against whom such claim is made unless such settlement includes an unconditional release of such Personpermissible under applicable law.

Payment of Expenses, etc. The Borrower agrees to: (i) pay all reasonable out-of-pocket costs and expenses (including reasonable legal fees and disbursements) of the Lender Administrative Agent and Banc of America Securities LLC ("BAS") --- in connection with (A) the negotiation, preparation, negotiation, execution and delivery and administration of this Agreement and the other Credit Documents and any amendment, waiver or consent relating to this Credit Agreement and the other Credit Documents and the documents and instruments referred to which it shall consenttherein (including, without limitation, the reasonable fees and expenses of Xxxxx & Xxx Xxxxx, PLLC, special counsel to the Administrative Agent) and (B) any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructuring restructure relating to the performance by the Borrower under this Credit Agreement Agreement, (ii) pay all reasonable out-of-pocket costs and expenses of the Lender Administrative Agent and the Lenders in connection with (A) enforcement of the Credit Documents and the documents and instruments referred to therein (including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of outside counsel for the LenderAdministrative Agent and each of the Lenders (including the allocated cost of internal counsel); ) and (iiB) any bankruptcy or insolvency proceeding of the Borrower and (iii) indemnify the Administrative Agent, BAS and each Lender, their respective its officers, directors, employees, representatives and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not the Administrative Agent, BAS or any Lender is a party thereto) related to the entering into and/or performance of any Credit Document or the use of proceeds of any Loan Loans (including other extensions of credit) hereunder or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable fees and disbursements of outside counsel (including the allocated cost of internal counsel) incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of gross negligence or willful misconduct on the part of the Person to be indemnified). In clause (ii) of the immediately preceding sentence, to the extent any such investigation, litigation or other proceeding shall be brought by or relate to a third party (other than by and between the Borrower and the Lender) then the Borrower shall be permitted to defend claims using professionals chosen by the Borrower, subject to the approval of the Lender, which approval shall not be unreasonably withheld or delayed. The Borrower agrees that in any such case no claim will be settled without the prior written consent of the indemnified Person against whom such claim is made unless such settlement includes an unconditional release of such Person.

Payment of Expenses, etc. The Borrower agrees toCompany shall: (i) pay on demand, or reimburse the Collateral Agent for, all reasonable the Collateral Agent's internal and external legal, appraisal, valuation and investigation expenses and for all other out-of-pocket costs and expenses (including reasonable legal fees of every type and disbursements) of the Lender in connection with the preparation, negotiation, execution and delivery of this Agreement and the other Credit Documents and any amendment, waiver or consent relating to this Credit Agreement and the other Credit Documents to which it shall consent, including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructuring relating to the performance by the Borrower under this Credit Agreement and of the Lender in connection with enforcement of the Credit Documents and the documents and instruments referred to therein nature (including, without limitation, the fees, expenses and disbursements of attorneys retained by the Collateral Agent and other consultants and agents) incurred by the Collateral Agent in connection with (A) the negotiation, preparation and execution of this Agreement; (B) the administration of this Agreement including consultation with attorneys in connection therewith, (C) the protection, collection or enforcement of any such enforcementof the Liens granted in the Intercreditor Collateral, (D) foreclosing against the reasonable fees Intercreditor Collateral or exercising or enforcing any other right or remedy available by reason of an Event of Default, (E) the Collateral Agent's commencement, defense or intervention in any litigation or its filing of a petition, complaint, answer, motion or other pleadings in any legal proceeding relating to the Company and disbursements related to or arising out of outside counsel for the Lendertransactions contemplated hereby, (F) the taking of any other action in or with respect to any suit or proceeding (bankruptcy or otherwise), (G) the protection, preservation, collection, lease, sale, taking possession of, or liquidation of any of the Intercreditor Collateral, or (H) the attempt to enforce or the enforcement of any Lien in any of the Intercreditor Collateral or any other rights under this Agreement or the Intercreditor Collateral; and (ii) pay such fees as may be agreed to from time to time between the Collateral Agent and the Company and (iii) indemnify the LenderCollateral Agent, their respective its officers, directors, employees, representatives representatives, attorneys and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, of or by reason of, of any investigation, litigation or other proceeding (whether or not the Lender is a party thereto) related to this Agreement, the entering into and/or performance of any Credit Document or the use of proceeds of any Loan (including other extensions of credit) hereunder or the consummation of Intercreditor Collateral, and any other transactions contemplated agreement entered into by it in any Credit Document, connection therewith including, without limitation, the reasonable fees and disbursements of outside counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such lossesproceeding, liabilitiesunless, claimspursuant to a Final Judgment, damages or expenses the Collateral Agent is found to the extent incurred by reason of have acted with gross negligence or willful misconduct on in the part underlying action. To the extent that the obligations of the Person Company under this Section 10.3 are unenforceable for any reason, the Company hereby agrees to be indemnified). In clause (ii) of make the immediately preceding sentence, maximum contribution to the extent any such investigation, litigation or other proceeding shall be brought by or relate to a third party (other than by payment and between the Borrower and the Lender) then the Borrower shall be permitted to defend claims using professionals chosen by the Borrower, subject to the approval of the Lender, which approval shall not be unreasonably withheld or delayed. The Borrower agrees that in any such case no claim will be settled without the prior written consent of the indemnified Person against whom such claim is made unless such settlement includes an unconditional release satisfaction of such Personobligations which is permissible under applicable law.

Payment of Expenses, etc. The Borrower agrees to: (i) pay all reasonable out-of-pocket costs and expenses (including reasonable legal fees and disbursementsA) of the Lender Bank in connection with the negotiation, preparation, negotiation, execution and delivery and administration of this Credit Agreement and the other Credit Documents and the documents and instruments referred to therein (including, without limitation, the reasonable fees and expenses of Moorx & Xan Xxxxx, XXLC, special counsel to the Bank) and any amendment, waiver or consent relating to this Credit Agreement hereto and the other Credit Documents to which it shall consent, thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructuring restructure relating to the performance by the Borrower Credit Parties under this Credit Agreement and (B) of the Lender Bank in connection with enforcement of the Credit Documents and the documents and instruments referred to therein (including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of outside counsel for the LenderBank); (ii) pay and hold the Bank harmless from and against any and all present and future stamp and other similar taxes with respect to the foregoing matters and save the Bank harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Bank) to pay such taxes; and (iiiii) indemnify the LenderBank, their respective its officers, directors, employees, representatives and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, of (A) any investigation, litigation or other proceeding (whether or not the Lender Bank is a party thereto) related to the entering into and/or performance of any Credit Document or the use of proceeds of any Loan Loans (including other extensions of credit) hereunder or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable fees and disbursements of outside counsel incurred in connection with any such investigation, litigation or other proceeding or (B) the presence or Release of any Materials of Environmental Concern at, under or from any Property owned, operated or leased by the Borrower or any of its Subsidiaries, or the failure by the Borrower or any of its Subsidiaries to comply with any Environmental Law (but excluding excluding, in the case of either of clause (A) or (B) above, any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of gross negligence or willful misconduct on the part of the Person to be indemnified). In clause (ii) of the immediately preceding sentence, to the extent any such investigation, litigation or other proceeding shall be brought by or relate to a third party (other than by and between the Borrower and the Lender) then the Borrower shall be permitted to defend claims using professionals chosen by the Borrower, subject to the approval of the Lender, which approval shall not be unreasonably withheld or delayed. The Borrower agrees that in any such case no claim will be settled without the prior written consent of the indemnified Person against whom such claim is made unless such settlement includes an unconditional release of such Person.

Payment of Expenses, etc. The Borrower agrees to: (i) pay all reasonable out-of-pocket costs and expenses of (including reasonable legal fees and disbursementsA) of the each Lender in connection with the negotiation, preparation, negotiationexecution, execution delivery and delivery administration of this Agreement and the other Credit Documents and any amendment, waiver or consent relating to this Credit Agreement and the other Credit Documents and the documents and instruments referred to which it shall consenttherein and any amendment, waiver, consent or assignment relating hereto and thereto whether or not entered into including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructuring restructure relating to the performance by the Borrower under this Credit Agreement and of (B) the Lender Lenders in connection with enforcement of the Credit Documents and the documents and instruments referred to therein (including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of outside counsel for of each of the LenderLenders); and (ii) indemnify the Lender, Lenders and their respective officersAffiliates, directors, officers, employees, counsel, agents, representatives and agents attorneys-in-fact from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not the any Lender is a party thereto) related to the entering into and/or performance of any Credit Document or the use of proceeds of any Loan Loans (including other extensions of credit) hereunder or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable fees and disbursements of outside counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding proceeding; provided that the Borrower shall not be responsible for any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of gross negligence or willful misconduct on the part of the Person to be indemnified). In clause (ii) of ; and provided further that in no event shall the immediately preceding sentence, Borrower have any liability with respect to the extent settlement or compromise of any such investigation, litigation claim or other proceeding shall be brought by or relate to a third party (other than by and between the Borrower and the Lender) then the Borrower shall be permitted to defend claims using professionals chosen by the Borrower, subject to the approval of the Lender, which approval shall not be unreasonably withheld or delayed. The Borrower agrees that in any such case no claim will be settled effected without the its prior written consent nor shall the Borrower be liable for the fees and disbursements of more than one firm of attorneys in connection with the indemnified Person against whom such claim is made unless such settlement includes an unconditional release of such Personsame matter in the same jurisdiction for all Persons indemnified.

Payment of Expenses, etc. The Each Borrower agrees to: (i) pay all reasonable out-of-pocket costs and expenses (including reasonable legal fees and disbursements) of the Lender Agent in connection with the negotiation, preparation, negotiation, execution and delivery and administration of this Credit Agreement and the other Credit Documents and the documents and instruments referred to therein (including, without limitation, the reasonable fees and expenses of Moorx & Xan Xxxxx, xxecial counsel to the Agent) and any amendment, waiver or consent relating to this Credit Agreement hereto and the other Credit Documents to which it shall consent, thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructuring restructure relating to the performance by the Borrower Credit Parties under this Credit Agreement and of the Lender Agent and the Lenders in connection with enforcement of the Credit Documents and the documents and instruments referred to therein (including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of outside counsel for the Agent and each of the Lenders); (ii) pay and hold each of the Lenders harmless from and against any and all present and future stamp and other similar taxes with respect to the foregoing matters and save each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Lender)) to pay such taxes; and (iiiii) indemnify the each Lender, their respective its officers, directors, employees, representatives and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not the any Lender is a party thereto) related to the entering into and/or performance of any Credit Document or the use of proceeds of any Loan Foreign Currency Loans (including other extensions of credit) hereunder or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable fees and disbursements of outside counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of gross negligence or willful misconduct on the part of the Person to be indemnified). In clause (ii) of the immediately preceding sentence, to the extent any such investigation, litigation or other proceeding shall be brought by or relate to a third party (other than by and between the Borrower and the Lender) then the Borrower shall be permitted to defend claims using professionals chosen by the Borrower, subject to the approval of the Lender, which approval shall not be unreasonably withheld or delayed. The Borrower agrees that in any such case no claim will be settled without the prior written consent of the indemnified Person against whom such claim is made unless such settlement includes an unconditional release of such Person.

Payment of Expenses, etc. The Borrower agrees to: (i) pay all reasonable out-of-pocket costs and expenses (including reasonable legal fees and disbursements) of the Lender Administrative Agent and the Arranger in connection with (A) the negotiation, preparation, negotiation, execution and delivery and administration of this Agreement and the other Credit Documents and any amendment, waiver or consent relating to this Credit Agreement and the other Credit Documents and the documents and instruments referred to which it shall consenttherein (including, without limitation, the reasonable fees and expenses of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, special counsel to the Arranger) and (B) any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructuring restructure relating to the performance by the Borrower under this Credit Agreement Agreement, (ii) pay all reasonable out-of-pocket costs and expenses of the Lender Administrative Agent, the Arranger and the Lenders in connection with (A) enforcement of the Credit Documents and the documents and instruments referred to therein (including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of outside counsel for the LenderAdministrative Agent and each of the Lenders (including the allocated cost of internal counsel); ) and (iiB) any bankruptcy or insolvency proceeding of the Borrower and (iii) indemnify the Administrative Agent, each Arranger and each Lender, their respective its officers, directors, employees, representatives and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not the Administrative Agent, any Arranger or any Lender is a party thereto) related to the entering into and/or performance of any Credit Document or the use of proceeds of any Loan Loans (including other extensions of credit) hereunder or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable fees and disbursements of outside counsel (including the allocated cost of internal counsel) incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of gross negligence or willful misconduct on the part of the Person to be indemnified). In clause (ii) of the immediately preceding sentence, to the extent any such investigation, litigation or other proceeding shall be brought by or relate to a third party (other than by and between the Borrower and the Lender) then the Borrower shall be permitted to defend claims using professionals chosen by the Borrower, subject to the approval of the Lender, which approval shall not be unreasonably withheld or delayed. The Borrower agrees that in any such case no claim will be settled without the prior written consent of the indemnified Person against whom such claim is made unless such settlement includes an unconditional release of such Person.