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 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 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 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: shall: (ia) whether or not the transactions hereby contemplated are consummated, pay all reasonable, out-of-pocket costs and expenses of the Lender in the administration (both before and after the execution hereof and including reasonable expenses actually incurred relating to advice of counsel as to the rights and duties of the Lender with respect thereto) of, and in connection with the preparation, execution and delivery of, preservation of rights under, enforcement of, and, after a Default or Event of Default, refinancing, renegotiation or restructuring of, this Agreement and the other Credit Documents and the documents and instruments referred to therein, and any amendment, waiver or consent relating thereto (including, without limitation, the reasonable fees actually incurred and disbursements of counsel for the Lender), and in the case of enforcement of this Agreement or any Credit Document after the occurrence and during the continuance of an Event of Default, all such 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 actually incurred and disbursements of outside counsel counsel), for the Lender; (b) subject, in the case of certain Taxes, to the applicable provisions of Section 4.7(a), pay and hold the Lender harmless from and against any and all present and future stamp, documentary, intangible and other similar Taxes with respect to this Agreement, the Notes and any other Credit Documents, any collateral described therein, or any payments due thereunder, including interest and penalties and save the Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission of Borrower to pay such Taxes; and provided, however, nothing contained in this subsection shall obligate the Borrower to pay any taxes based on the overall income of the Lender; and (iic) indemnify the Lender, their respective and its officers, directors, employees, representatives and agents from from, and hold each of them harmless against against, any and all costs, losses, liabilities, claims, damages or expenses incurred by any of them as (whether or not any of them is designated a result of, or party thereto) (an “Indemnitee”) arising out of, or in any way related to, of or by reason of, of any third party 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 actual or the proposed use of the proceeds of any Loan (including other extensions of credit) hereunder the Loans or any Credit Party’s entering into and performing of the Agreement, the Notes, or the consummation of any other transactions contemplated in any Credit DocumentDocuments, including, without limitation, the reasonable fees actually incurred and disbursements of outside counsel (including foreign counsel) incurred in connection with any such third party investigation, litigation or other proceeding (but excluding proceeding; provided, however, Borrower shall not be obligated to indemnify any Indemnitee for any of the foregoing arising out of such losses, liabilities, claims, damages or expenses to the extent incurred by reason of Indemnitee’s gross negligence or willful misconduct or the breach by the Indemnitee of its obligations under this Agreement; (d) without limiting the indemnities set forth in Subsection (c) above, indemnify each Indemnitee for any and all expenses and costs (including without limitation, remedial, removal, response, abatement, cleanup, investigative, closure and monitoring costs), losses, claims (including claims for contribution or indemnity and including the cost of investigating or defending any claim and whether or not such claim is ultimately defeated, and whether such claim arose before, during or after any Credit Party’s ownership, operation, possession or control of its business, property or facilities or before, on or after the part date hereof, and including also any amounts paid incidental to any compromise or settlement by the Indemnitee or Indemnitees to the holders of any such claim), lawsuits, liabilities, obligations, actions, judgments, suits, disbursements, encumbrances, liens, damages (including without limitation damages for contamination or destruction of natural resources), penalties and fines of any kind or nature whatsoever (including without limitation in all cases the reasonable fees actually incurred, other charges and disbursements of counsel in connection therewith) incurred, suffered or sustained by that Indemnitee based upon, arising under or relating to Environmental Laws based on, arising out of or relating to in whole or in part, the existence or exercise of any rights or remedies by any Indemnitee under this Agreement, any other Credit Document or any related documents (but excluding those incurred, suffered or sustained by any Indemnitee as a result of any action taken by or on behalf of the Person Lender with respect to be indemnifiedany Subsidiary of Borrower (or the assets thereof) owned or controlled by the Lender). In The indemnity permitted in this clause (d) shall (i) not apply as to any Indemnity to any costs or expenses in connection with any condition, suspected condition, threatened condition or alleged condition which first arises and occurs after said Indemnitee Lender succeeds to the ownership of, takes possession of or operates the business or any property of the Borrower or any of its Subsidiaries, and (ii) in the case of cleanup, investigative, closure and monitoring costs concerning or relating to Hazardous Materials or any Environmental Laws shall only apply after an Event of Default has occurred and is continuing provided that the immediately preceding sentenceCredit Party is then undertaking and fulfilling all its obligations under this Agreement and Environmental Laws with respect to said cleanup, investigation, closure and monitoring. If and to the extent that the obligations of Borrower under this Section 10.4 are unenforceable for any such investigationreason, litigation or other proceeding shall be brought by or relate Borrower hereby agrees to a third party (other than by and between make the Borrower and the Lender) then the Borrower shall be permitted to defend claims using professionals chosen by the Borrower, subject maximum contribution 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 payment and 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 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 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 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 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 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 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 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 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 (including reasonable legal fees and disbursementsx) of the Lender Senior Managing Agents, whether or not the transactions herein contemplated are consummated, 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, without limitation, the reasonable fees and disbursements of White & Case LLP 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 of no other counsel) and (y) each Senior Managing Agent and each of the Lender Lenders 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 each Senior Managing Agent and for 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, its affiliates and their respective officers, directors, employees, representatives representatives, agents and agents affiliates 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 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 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 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 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 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: (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 Subject to Section 9.15, the Borrower agrees to: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent and the Lender incurred in connection with the negotiation, preparation, execution, delivery, administration (including periodic auditing), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement, the Credit Documents and the other documents to be delivered hereunder or in connection herewith, including, without limitation, the reasonable and documented fees and out-of-pocket expenses of counsel for the Administrative Agent and the Lender with respect thereto and with respect to advising the Administrative Agent and the Lender as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable and documented out- of-pocket costs and expenses, if any (including reasonable legal counsel fees and disbursements) of expenses), incurred by the Administrative Agent or the Lender in connection with the preparation, negotiation, execution and delivery enforcement of this Agreement or any Credit Document by such Person and the other Credit Documents documents to be delivered hereunder or in connection herewith; (ii) pay and any amendment, waiver or consent relating to this Credit Agreement hold the Administrative Agent and the other Credit Documents Lender harmless from and against any and all present and future stamp, sales and excise taxes and fees payable or determined to which it shall consent, including, but not limited to, any such amendments, waivers or consents resulting from or related be payable to any work-out, renegotiation or restructuring relating to the performance by the Borrower under this Credit Agreement and of the Lender Governmental Authority in connection with enforcement the execution, delivery, filing and recording of the Credit Documents and the documents and instruments referred to therein (including, without limitation, in connection with any such enforcementthis Agreement, the reasonable fees other documents to be delivered hereunder or any other Credit Document or the funding or maintenance of Loans hereunder, and disbursements of outside counsel for 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 (iiiii) indemnify the LenderLender and the Administrative Agent, their respective officers, directors, employees, representatives and agents from and hold each of them harmless against any and all losses, liabilities, obligations, penalties, actions, judgments, claims, damages damages, costs 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, (a) any investigation, litigation or other proceeding (whether or not the Lender is a party thereto) related to the entering into and/or performance by the Borrower of any Credit Document or the use by the Borrower 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 and documented 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 of the part Person to be indemnified) 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 noncompliance 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 hereunder) applicable to any such real property, or any Environmental Claim asserted against the Borrower, or any such real property, including, in each case, the disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding in all cases any losses, liabilities, claims, damages or expenses to the extent incurred by reason of the bad faith, 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 Administrative Agent or the Lender set forth in the preceding sentence may be unenforceable because it violates 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 liabilities which is permissible under Applicable Law. Neither the Borrower nor any indemnified Person against whom such claim is made unless such settlement includes an unconditional release shall be liable for any indirect, consequential or punitive damages in connection with its activities related to this Agreement or any other Credit Document. The agreements in this Section 9.1 shall survive repayment of such Personthe Loans and all other amounts payable hereunder.

Payment of Expenses, etc. (a) The Borrower agrees tohereby agrees: (ii)(a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Collateral Trustee, the Arrangers, each Issuing Lender and the Swingline Lender for all reasonable and documented out-of-pocket costs and expenses (including reasonable legal fees and disbursements) incurred on, prior to, or after the Closing Date associated with the syndication of the Lender in connection with Loans and Commitments incurred under this Agreement and the preparation, negotiation, execution and delivery administration of this Agreement and the other Credit Documents Documents, and any amendment, waiver waiver, consent or consent relating to this Credit Agreement other modification with respect hereto and thereto (whether or not the transactions contemplated thereby are consummated), and the other Credit Documents to which it shall consent, consummation and administration of the transactions contemplated hereby and thereby (including, but not limited to, any such amendmentsdue diligence expenses, waivers or consents resulting from or related to any work-outsyndication expenses, renegotiation or restructuring relating travel expenses but in the case of legal fees and expenses, limited to the performance actual reasonable and documented out-of-pocket fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP (and, if necessary, of one local counsel in any relevant jurisdiction) and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent, the Collateral Trustee, any Issuing Lender and each Swingline Lender and Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of any rights or remedies under this Agreement or the other Credit Documents (including all such costs and expenses incurred during any insolvency, bankruptcy or other legal proceeding, which in the case of legal fees and expenses, shall be limited to the actual reasonable and documented out-of-pocket fees, disbursements and other charges of one counsel to the Administrative Agent, the Collateral Trustee and the Lenders, collectively, and, if necessary, of one local counsel in any relevant jurisdiction and, in the event of any actual or potential conflict of interest, one additional counsel of each group of affected parties), in each case promptly following receipt 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)a written demand therefor; and (ii) to indemnify the Administrative Agent, the Collateral Trustee, each Issuing Lender and each Lender, the Arrangers and each of their respective directors, officers, directors, employees, partners, agents and other representatives of each of the foregoing and agents their respective successors (each, 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, joint or several (in the case of legal fees and expenses limited to the actual reasonable and documented out-of-pocket fees, disbursements and other charges of one counsel to all Indemnified Persons taken as a whole (and, if reasonably necessary, of one local counsel in any relevant jurisdiction to all Indemnified Persons taken as whole, and, in the event of an actual or perceived conflict of interest, one additional counsel to all affected Indemnified Persons taken as a whole)) 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, the Collateral Trustee, the Arrangers, each Issuing Lender, an Arranger 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 any Letter of Credit or the proceeds of any Loan (including other extensions Loans or Letters of credit) 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) any of the foregoing relating to any Environmental Claim arising out of the operations of the Borrower or any of its Subsidiaries or any of their respective properties, including, in each case, without limitation, the reasonable fees and disbursements of outside one counsel incurred in connection with any such investigation, litigation or other proceeding proceeding, and, if necessary, of one local counsel in any relevant jurisdiction and, in the event of any actual or potential conflict of interest, one additional counsel of each group of Indemnified Persons (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of (x) the gross negligence negligence, bad faith or willful misconduct on the part of the Indemnified Person to be indemnified)indemnified (or any such Indemnified Person’s affiliates and controlling persons or any of its or their respective directors, officers, employees, partners, agents and other representatives) as determined by a court of competent jurisdiction in a final and non-appealable decision, (y) a material breach of the obligations of such Indemnified Person (or any such Indemnified Person’s affiliates and controlling persons or any of its or their respective directors, officers, employees, partners, agents and other representatives) under the Credit Documents as determined by a court of competent jurisdiction in a final and non-appealable decision and (z) any dispute solely among Indemnified Persons (other than claims against the Administrative Agent, the Collateral Trustee, any Issuing Lender, any Arranger or any of their respective Affiliates in its capacity or in fulfilling its role as Administrative Agent, Collateral Trustee, Issuing Lender, Arranger or any other similar role hereunder and under any of the other Credit Documents) and not arising out of any act or omission of the Borrower or any of its respective Subsidiaries. In clause To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, the Collateral Trustee, any Issuing Lender, any Arranger, any Lender or any of their Affiliates set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. This Section 13.01(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. (iib) To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent, the Collateral Trustee, an Issuing Lender or the Swingline Lender under paragraph (a) or (b) of this Section 13.01, each Lender severally agrees to pay to the Administrative Agent, the Collateral Trustee, such Issuing Lender or the Swingline Lender, as the case may be, in proportion to such Lender’s respective “percentage” as used in determining the Required Lenders (determined as if there were no Defaulting Lenders) determined as of the time that the applicable unreimbursed expense or indemnity payment is sought (or, the applicable unreimbursed expense or indemnity payment is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with their respective portions of the Total Commitments in effect immediately preceding prior to such date) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Collateral Trustee, an Issuing Lender or the Swingline Lender in their capacity as such. (c) To the fullest extent permitted by applicable law, each party hereto shall not assert, and hereby waives, any claim (except as contemplated by the proviso to the second succeeding sentence) against any Indemnified Person or any party hereto, on any theory of liability, for special, indirect, consequential, punitive or incidental damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit, or the use of the proceeds of the foregoing. No Indemnified Person shall be liable for any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems, including, without limitation, SyndTrak, IntraLinks, the internet, email or similar electronic transmission systems, in each case, except to the extent any such investigationdamages are found in a final non-appealable judgment of a court of competent jurisdiction to have resulted from the gross negligence, litigation bad faith or other proceeding willful misconduct of, or material breach of any Credit Document by, such Indemnified Person (or its officers, directors, employees or Affiliates). None of the Indemnified Persons or the Borrower or any of their respective Affiliates or the respective directors, officers, employees and agents of the foregoing shall be brought liable for any indirect, special, punitive or consequential damages in connection with this Agreement, the other Credit Documents or the transactions contemplated hereby or thereby; provided, that nothing contained in this sentence shall limit the Borrower’s indemnification and reimbursement obligations to the extent set forth herein in respect of damages incurred or paid by or relate an Indemnified Person to a third party (other than by and between the Borrower and the Lender) then the party. The Borrower shall not be permitted to defend claims using professionals chosen by the Borrower, subject to the approval liable for any settlement of the Lender, any legal proceeding effected without its consent (which approval consent shall not be unreasonably withheld or delayed), but if settled with the Borrower’s written consent, or if there is a final judgment for the plaintiff against an Indemnified Person in any such legal proceeding, the Borrower agrees to indemnify and hold harmless each Indemnified Person in the manner set forth above. The Borrower agrees that in any such case no claim will be settled shall not, without the prior written consent of the indemnified an Indemnified Person (which consent shall not be unreasonably withheld or delayed), effect any settlement of any pending or threatened legal proceeding against whom such claim is made Indemnified Person in respect of which indemnity could have been sought hereunder by such Indemnified Person unless (a) such settlement includes an unconditional release of such PersonIndemnified Person from all liability or claims that are the subject matter of such legal proceeding and (b) such settlement does not include any statement as to any admission.

Payment of Expenses, etc. The Borrower agrees Borrowers agree to: (i) pay all reasonable out-of-pocket costs and expenses (including reasonable legal fees and disbursements) of the Lender Agent and Banc of America Securities LLC ("BAS") 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 Moorx & Xan Xxxxx, XXLC, special 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 Borrowers 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 LenderAgent and each of the Lenders (including the allocated cost of internal counsel); ) and (iiB) any bankruptcy or insolvency proceeding of a Borrower and (iii) indemnify the 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 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 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 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 (a) Whether or not the transactions contemplated hereby are consummated, the Borrower agrees to: to pay (ior reimburse the Lender for) pay all reasonable out-of-pocket costs and expenses (including reasonable legal fees and disbursements) 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, 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 therein, (ii) any amendment, waiver or consent relating to any of the Credit Documents which is requested by any Credit Party, and (iii) the enforcement of any of the Credit Documents or the other documents and instruments referred to therein, including, without limitation, in connection with any each such enforcement, case the reasonable fees and disbursements of outside Jones, Day, Reavis & Pogue, or other special counsel for to the Lender); . (x) The Bxxxxxxr axxxxx to 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 (iiother than to the extent attributable to the Lender) to pay such taxes. (c) The Borrower agrees to indemnify the Lender, their respective Lender and its officers, directors, employees, representatives representatives, agents and agents Affiliates, and their respective successors and assigns (collectively, the "Indemnitees") from and hold each of them harmless against any and all losses, costs, expenses, liabilities, penalties, fines, claims, damages damages, costs or expenses reasonably 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 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, other than any such investigation, litigation or proceeding arising out of transactions solely involving the assignment by the Lender of all or a portion of its Loans and Commitment, or the granting of participations therein, as provided in this Agreement, or arising solely out of any examination of the Lender by any regulatory or other governmental authority having jurisdiction over it, or (ii) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any property at any time owned, leased or operated by the Borrower or any of its Subsidiaries or any of their respective predecessors in interest, the release, generation, storage, transportation, handling or disposal of Hazardous Materials at any location, whether or not owned or operated by the Borrower or any of its Subsidiaries, if the Borrower or any such Subsidiary could have or is alleged to have any responsibility in respect thereof, the non-compliance of any such property with foreign, federal, state and local laws, regulations and ordinances (including applicable permits thereunder) applicable thereto, or any Environmental Claim asserted against the Borrower or any of its Subsidiaries, in respect of any such property, including, in each case, 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 person to be indemnifiedindemnified or of any other Indemnitee who is such person or an Affiliate of such person). In clause (ii) of the immediately preceding sentence, to To the extent that the undertaking to indemnify, pay or hold harmless any such investigationperson 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 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 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 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 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 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 (a) Whether or not the transactions contemplated hereby are consummated, the Borrower agrees to: to pay (ior reimburse the Lender for) pay all reasonable out-of-pocket costs and expenses (including reasonable legal fees and disbursements) 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, 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 therein, (ii) any amendment, waiver or consent relating to any of the Credit Documents which is requested by any Credit Party, and (iii) the enforcement of any of the Credit Documents or the other documents and instruments referred to therein, including, without limitation, in connection with any each such enforcement, case the reasonable fees and disbursements of outside Jonex, Xxy, Reavxx & Xogux, xx other special counsel for to the Lender); . (b) The Borrower agrees to 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 (iiother than to the extent attributable to the Lender) to pay such taxes. (c) The Borrower agrees to indemnify the Lender, their respective Lender and its officers, directors, employees, representatives representatives, agents and agents Affiliates, and their respective successors and assigns (collectively, the "Indemnitees") from and hold each of them harmless against any and all losses, costs, expenses, liabilities, penalties, fines, claims, damages damages, costs or expenses reasonably 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 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, other than any such investigation, litigation or proceeding arising out of transactions solely involving the assignment by the Lender of all or a portion of its Loans and Commitment, or the granting of participations therein, as provided in this Agreement, or arising solely out of any examination of the Lender by any regulatory or other governmental authority having jurisdiction over it, or (ii) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any property at any time owned, leased or operated by the Borrower or any of its Subsidiaries or any of their respective predecessors in interest, the release, generation, storage, transportation, handling or disposal of Hazardous Materials at any location, whether or not owned or operated by the Borrower or any of its Subsidiaries, if the Borrower or any such Subsidiary could have or is alleged to have any responsibility in respect thereof, the non-compliance of any such property with foreign, federal, state and local laws, regulations and ordinances (including applicable permits thereunder) applicable thereto, or any Environmental Claim asserted against the Borrower or any of its Subsidiaries, in respect of any such property, including, in each case, 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 person to be indemnifiedindemnified or of any other Indemnitee who is such person or an Affiliate of such person). In clause (ii) of the immediately preceding sentence, to To the extent that the undertaking to indemnify, pay or hold harmless any such investigationperson 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 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 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. (a) The Borrower agrees tohereby agrees: (ii)(a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Collateral Trustee, the Arrangers, each Issuing Lender and the Swingline Lender for all reasonable and documented out-of-pocket costs and expenses (including reasonable legal fees and disbursements) incurred on, prior to, or after the Closing Date associated with the syndication of the Lender in connection with Loans and Commitments incurred under this Agreement and the preparation, negotiation, execution and delivery administration of this Agreement and the other Credit Documents Documents, and any amendment, waiver waiver, consent or consent relating to this Credit Agreement other modification with respect hereto and thereto (whether or not the transactions contemplated thereby are consummated), and the other Credit Documents to which it shall consent, consummation and administration of the transactions contemplated hereby and thereby (including, but not limited to, any such amendmentsdue diligence expenses, waivers or consents resulting from or related to any work-outsyndication expenses, renegotiation or restructuring relating travel expenses but in the case of legal fees and expenses, limited to the performance actual reasonable and documented out-of-pocket fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP (and, if necessary, of one local counsel in any relevant jurisdiction) and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent, the Collateral Trustee, any Issuing Lender and each Swingline Lender and Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of any rights or remedies under this Agreement or the other Credit Documents (including all such costs and expenses incurred during any insolvency, bankruptcy or other legal proceeding, which in the case of legal fees and expenses, shall be limited to the actual reasonable and documented out-of-pocket fees, disbursements and other charges of one counsel to the Administrative Agent, the Collateral Trustee and the Lenders, collectively, and, if necessary, of one local counsel in any relevant jurisdiction and, in the event of any actual or potential conflict of interest, one additional counsel of each group of affected parties), in each case promptly following receipt 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)a written demand therefor; and (ii) to indemnify the Administrative Agent, the Collateral Trustee, each Issuing Lender and each Lender, the Arrangers and each of their respective directors, officers, directors, employees, partners, agents and other representatives of each of the foregoing and agents their respective successors (each, 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, joint or several (in the case of legal fees and expenses limited to the actual reasonable and documented out-of-pocket fees, disbursements and other charges of one counsel to all Indemnified Persons taken as a whole (and, if reasonably necessary, of one local counsel in any relevant jurisdiction to all Indemnified Persons taken as whole, and, in the event of an actual or perceived conflict of interest, one additional counsel to all affected Indemnified Persons taken as a whole)) 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, the Collateral Trustee, the Arrangers, each Issuing Lender, an Arranger 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 any Letter of Credit or the proceeds of any Loan (including other extensions Loans or Letters of credit) 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) any of the foregoing relating to any Environmental Claim arising out of the operations of the Borrower or any of its Subsidiaries or any of their respective properties, including, in each case, without limitation, the reasonable fees and disbursements of outside one counsel incurred in connection with any such investigation, litigation or other proceeding proceeding, and, if necessary, of one local counsel in any relevant jurisdiction and, in the event of any actual or potential conflict of interest, one additional counsel of each group of Indemnified Persons (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of (x) the gross negligence negligence, bad faith or willful misconduct on the part of the Indemnified Person to be indemnified)indemnified (or any such Indemnified Person’s affiliates and controlling persons or any of its or their respective directors, officers, employees, partners, agents and other representatives) as determined by a court of competent jurisdiction in a final and non-appealable decision, (y) a material breach of the obligations of such Indemnified Person (or any such Indemnified Person’s affiliates and controlling persons or any of its or their respective directors, officers, employees, partners, agents and other representatives) under the Credit Documents as determined by a court of competent jurisdiction in a final and non-appealable decision and (z) any dispute solely among Indemnified Persons (other than claims against the Administrative Agent, the Collateral Trustee, any Issuing Lender, any Arranger or any of their respective Affiliates in its capacity or in fulfilling its role as Administrative Agent, Collateral Trustee, Issuing Lender, Arranger or any other similar role hereunder and under any of the other Credit Documents) and not arising out of any act or omission of the Borrower or any of its respective Subsidiaries. In clause To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, the Collateral Trustee, any Issuing Lender, any Arranger, any Lender or any of their Affiliates set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. This Section 13.01(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. (iib) To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent, the Collateral Trustee, an Issuing Lender or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, the Collateral Trustee, such Issuing Lender or the Swingline Lender, as the case may be, in proportion to such Lender’s respective “percentage” as used in determining the Required Lenders (determined as if there were no Defaulting Lenders) determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) (or, the applicable unreimbursed expense or indemnity payment is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with their respective portions of the Total Commitments in effect immediately preceding prior to such date) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Collateral Trustee, an Issuing Lender or the Swingline Lender in their capacity as such. (c) To the fullest extent permitted by applicable law, each party hereto shall not assert, and hereby waives, any claim (except as contemplated by the proviso to the second succeeding sentence) against any Indemnified Person or any party hereto, on any theory of liability, for special, indirect, consequential, punitive or incidental damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit, or the use of the proceeds of the foregoing. No Indemnified Person shall be liable for any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems, including, without limitation, SyndTrak, IntraLinks, the internet, email or similar electronic transmission systems, in each case, except to the extent any such investigationdamages are found in a final non-appealable judgment of a court of competent jurisdiction to have resulted from the gross negligence, litigation bad faith or other proceeding willful misconduct of, or material breach of any Credit Document by, such Indemnified Person (or its officers, directors, employees or Affiliates). None of the Indemnified Persons or the Borrower or any of their respective Affiliates or the respective directors, officers, employees and agents of the foregoing shall be brought liable for any indirect, special, punitive or consequential damages in connection with this Agreement, the other Credit Documents or the transactions contemplated hereby or thereby; provided, that nothing contained in this sentence shall limit the Borrower’s indemnification and reimbursement obligations to the extent set forth herein in respect of damages incurred or paid by or relate an Indemnified Person to a third party (other than by and between the Borrower and the Lender) then the party. The Borrower shall not be permitted to defend claims using professionals chosen by the Borrower, subject to the approval liable for any settlement of the Lender, any legal proceeding effected without its consent (which approval consent shall not be unreasonably withheld or delayed), but if settled with the Borrower’s written consent, or if there is a final judgment for the plaintiff against an Indemnified Person in any such legal proceeding, the Borrower agrees to indemnify and hold harmless each Indemnified Person in the manner set forth above. The Borrower agrees that in any such case no claim will be settled shall not, without the prior written consent of the indemnified an Indemnified Person (which consent shall not be unreasonably withheld or delayed), effect any settlement of any pending or threatened legal proceeding against whom such claim is made Indemnified Person in respect of which indemnity could have been sought hereunder by such Indemnified Person unless (a) such settlement includes an unconditional release of such PersonIndemnified Person from all liability or claims that are the subject matter of such legal proceeding and (b) such settlement does not include any statement as to any admission.

Payment of Expenses, etc. The Borrower agrees to: Borrowers shall: (ia) pay all reasonable out-of-pocket costs and expenses (including reasonable legal fees and disbursements) of the Lender outside legal counsel of the Agent in connection with the preparation, negotiation, execution and delivery of of, this Agreement and the other Credit Loan Documents, and any amendment, modification or supplement hereof or thereof, including the documentation required pursuant to Section 3.1(c) and the closings contemplated thereunder, and (ii) pay all reasonable out-of-pocket costs and expenses of the Agent and each Lender in the preservation of rights under, enforcement of, and, after the occurrence of a Potential Default or an Event of Default, any refinancing, the renegotiating or the restructuring of, this Agreement and the other Loan Documents and the documents and instruments referred to herein and therein including in connection with any bankruptcy, insolvency, liquidation, reorganization or similar proceeding 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, 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 thereto (including, without limitation, in connection with any such enforcement, including the reasonable fees and disbursements of outside counsel (including allocated costs of internal counsel) for the LenderAgent and, in the case of enforcement, for each of the Lenders); (b) pay and hold the Agent and 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 the Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes; and and (iic) indemnify the Agent and each Lender, and their respective officers, directors, employees, representatives and agents from from, and hold each of them harmless against against, any and all out-of-pocket costs, losses, liabilities, claims, damages or expenses actually incurred by any of them as (whether or not any of them is designated a result of, or party thereto) 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 actual or proposed use by the entering into and/or performance Borrowers of any Credit Document or the use of proceeds of any Loan (including other extensions of credit) hereunder the Loans or the consummation Borrowers' entering into and performing of any other transactions contemplated in any Credit Documentthe Loan Documents to which they are a party, including, without limitation, including the reasonable fees and disbursements of outside counsel (including allocated costs of internal counsel) incurred in connection with any such investigation, litigation or other proceeding (but excluding proceeding; provided that neither the Agent nor any such losses, liabilities, claims, damages Lender shall have the right to be indemnified hereunder for its own gross negligence or expenses wilful misconduct as evidenced by a final judgment of a court of competent jurisdiction. If and to the extent incurred by reason of gross negligence or willful misconduct on that the part obligations of the Person Borrowers under this Section 8.4 are unenforceable for any reason, the Borrowers 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 that is permissible under applicable law.

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 toshall: (i) whether or not the transactions contemplated herein are consummated, pay all reasonable out-of-pocket costs and expenses of Lender (including including, without limitation, the reasonable legal fees and disbursementsdisbursements of Cxxxxx, Hxxx & Sxxxxxx) 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 any amendment, waiver or consent relating to hereto or thereto, and in connection with the enforcement of 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, in connection with any such enforcement, the reasonable fees and disbursements of outside counsel and consultants for the Lender promptly following receipt of a reasonably detailed invoice therefor; (ii) pay and hold Lender harmless from and against any and all present and future stamp, excise and other similar taxes with respect to the foregoing matters and hold 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 (iiiii) indemnify the Lender, their respective and its officers, directors, employees, representatives representatives, affiliates and agents 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 any 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 proceeds of any Loan (including other extensions of credit) Loans hereunder or the consummation of 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 or at any time operated by the Borrower or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials at any location, whether or not owned 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 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 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: (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 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 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 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.

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) 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: (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 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 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: (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 agrees to: shall: (ia) 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 Administrative Agent and the Lenders in the administration (both before and after the execution hereof and including advice of counsel as to the rights and duties of the Administrative Agent or the Lenders) of, and in connection with the preparation, negotiationexecution, execution and delivery of, preservation of rights under, enforcement of, and, after an Event of Default, refinancing, renegotiation, or restructuring 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 therein; any amendment, waiver, or consent relating thereto (including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of outside counsel for the LenderAdministrative Agent and the Lenders); (b) to the extent permitted by applicable law, pay and hold the Administrative Agent and the Lenders harmless from and against any and all present and future stamp, recording, and other similar taxes and fees with respect to the foregoing matters and save the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes and fees; and and (iic) indemnify the Lender, Administrative Agent and the Lenders and each of their respective officers, directors, employees, representatives Affiliates, representatives, and agents from from, and hold each of them harmless against against, any and all costs, losses, liabilities, claims, damages or and 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 any of them is designated a party thereto) arising out of or by reason of any litigation, or other proceeding related to any actual or proposed use by the Borrower of the proceeds of the Loan or the Borrower entering into and/or performance and performing of this Agreement or the other Loan Documents or resulting from the ownership 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 DocumentMortgaged Property, including, without limitation, the reasonable fees and disbursements of outside counsel incurred in connection with any such investigation, litigation litigation, or other proceeding (but excluding proceeding; provided that the Borrower shall not be obligated to indemnify any such Person to the extent of any costs, losses, liabilities, claims, damages damages, or expenses to caused by the extent incurred by reason of gross negligence or willful misconduct on the part of the Person to be indemnified)such Person. In clause (ii) of the immediately preceding sentence, If and 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 that the obligations of the Borrower under this Section 8.4 are unenforceable for any reason, the Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of such obligations which is permissible under applicable law. The Borrower's obligations under this Section 8.4 shall survive any termination of this Agreement 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 sums due 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 Loan Documents.

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 disbursementsanticipated to be zero, and; must be approved in writing by the Borrower) of the Lender Agent in connection with the negotiation, preparation, negotiation, execution and delivery of this Agreement and the other Final Credit Documents and 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 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 thereto (ii) pay and hold the Agent and 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 the 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 Agent or such Lender) to pay such taxes; (iii) indemnify the Agent 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 (including, without limitation, any and all losses, liabilities, claims, damages or expenses arising under Environmental Laws) incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, 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 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 indemnified). In clause ; and (iiiv) pay all reasonable out-of-pocket costs and expenses of Rothschild in connection with the immediately preceding sentence, assignment to the extent any such investigation, litigation other Person of all or other proceeding shall be brought by or relate any portion of Rothschild's interest under this Agreement pursuant 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 PersonSection 11.04.

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 to: (i) pay all reasonable out-of-pocket costs and expenses of Lender (including including, without limitation, the reasonable legal fees and disbursementsdisbursements of counsel to Lender, including Rosenman & Colin LLP) of the Lender in connection with the negotiation, preparation, negotiation, execution and delivery of the Loan Documents, in connection with the Borrower's chapter 11 case pending in the Bankruptcy Court, and in connection with the negotiation, documentation and enforcement relating to the DFS Assigned Claim; (ii) pay all reasonable out-of-pocket costs and expenses of Lender (including, without limitation, the reasonable attorneys' fees and disbursements in connection with the enforcement of, or the preservation of rights under, 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) and in connection with any such enforcementthe Borrower's chapter 11 case pending in the Bankruptcy Court, and in connection with the reasonable fees negotiation, documentation and disbursements of outside counsel for enforcement relating to the LenderDFS Assigned Claim); (iii) 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; (iv) pay all filing and recording fees relating to, and taxes and other charges incurred in connection with, perfecting, maintaining and protecting the Liens created or contemplated to be created pursuant to the Security Documents, and (iiv) 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 (including, without limitation, any and all losses, liabilities, claims, damages, costs or expenses arising out of or relating to any Environmental Laws or Environmental Condition) 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 (including, without limitation, the Borrower's chapter 11 case pending in the Bankruptcy Court) (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 Loan (including other extensions of credit) Term Note hereunder or the consummation of any other transactions contemplated in any Credit DocumentLoan Document or with respect to the DFS Assigned Claim and the Lender's negotiation, documentation and enforcement thereof, 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 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: shall: (ia) whether or not the transactions hereby contemplated are consummated, pay all reasonable, out-of-pocket costs and expenses of the Administrative Agent as required by the Fee Letter in the administration (both before and after the execution hereof and including reasonable expenses actually incurred relating to advice of counsel as to the rights and duties of the Administrative Agent and the Lenders with respect thereto) of, and in connection with the preparation, execution and delivery of, preservation of rights under, enforcement of, and, after a Default or Event of Default, refinancing, renegotiation or restructuring of, this Agreement and the other Credit Documents and the documents and instruments referred to therein, and any amendment, waiver or consent relating thereto (including, without limitation, the reasonable fees actually incurred and disbursements of counsel for the Administrative Agent as required by the Fee Letter), and in the case of enforcement of this Agreement or any Credit Document after the occurrence and during the continuance of an Event of Default, all such 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 actually incurred and disbursements of outside counsel counsel, for any of the LenderLenders); (b) subject, in the case of certain Taxes, to the applicable provisions of Section 4.7(b), pay and hold each of the Lenders harmless from and against any and all present and future stamp, documentary, and other similar Taxes with respect to this Agreement, the Notes and any other Credit Documents, any collateral described therein, or any payments due thereunder, and save each Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such Taxes; and and (iic) indemnify the Administrative Agent and each Lender, and their respective officers, directors, employees, representatives and agents from from, and hold each of them harmless against against, any and all costs, losses, liabilities, claims, damages or expenses incurred by any of them as (whether or not any of them is designated a result of, or party thereto) (an "Indemnitee") 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 the entering into and/or performance of any Credit Document actual or the proposed use of the proceeds of any Loan (including other extensions of credit) hereunder the Loans or any Credit Party's entering into and performing of the Agreement, the Notes, or the consummation of any other transactions contemplated in any Credit DocumentDocuments, including, without limitation, the reasonable fees actually incurred and disbursements of outside counsel (including foreign counsel) incurred in connection with any such investigation, litigation or other proceeding (but excluding proceeding; provided, however, Borrower shall not be obligated to indemnify any Indemnitee for any of the foregoing arising out of such losses, liabilities, claims, damages or expenses to the extent incurred by reason of Indemnitee's gross negligence or willful misconduct or the material breach by the Indemnitee of its obligations under this Agreement; (d) without limiting the indemnities set forth in subsection (c) above, indemnify each Indemnitee for any and all expenses and costs (including without limitation, remedial, removal, response, abatement, cleanup, investigative, closure and monitoring costs), losses, claims (including claims for contribution or indemnity and including the cost of investigating or defending any claim and whether or not such claim is ultimately defeated, and whether such claim arose before, during or after any Credit Party's ownership, operation, possession or control of its business, property or facilities or before, on or after the part date hereof, and including also any amounts paid incidental to any compromise or settlement by the Indemnitee or Indemnitees to the holders of any such claim), lawsuits, liabilities, obligations, actions, judgments, suits, disbursements, encumbrances, liens, damages (including without limitation damages for contamination or destruction of natural resources), penalties and fines of any kind or nature whatsoever (including without limitation in all cases the reasonable fees actually incurred, other charges and disbursements of counsel in connection therewith) incurred, suffered or sustained by that Indemnitee based upon, arising under or relating to Environmental Laws based on, arising out of or relating to in whole or in part, the existence or exercise of any rights or remedies by any Indemnitee under this Agreement, any other Credit Document or any related documents (but excluding those incurred, suffered or sustained by any Indemnitee as a result of any action taken by or on behalf of the Person Lenders with respect to any Subsidiary of Borrower (or the assets thereof) owned or controlled by the Lenders); provided, however, Borrower shall not be indemnified). In clause (ii) obligated to indemnify any Indemnitee for any of the immediately preceding sentence, foregoing arising out of such Indemnitee's gross negligence or willful misconduct. If any claim for which an Indemnitee is entitled to the extent any indemnification is asserted against such investigation, litigation or other proceeding shall be brought Indemnitee by or relate to a third party (other than by party, such Indemnitee shall promptly give Borrower notice thereof and between the give Borrower and the Lender) then the Borrower shall be permitted an opportunity to defend claims using professionals chosen by the same with counsel of Borrower's choice, subject to the approval of the LenderAdministrative Agent's approval, which approval shall will not be unreasonably withheld withheld, at Borrower's expense. All Indemnitees shall provide reasonable cooperation in connection with such defense. In the event that Borrower desires to compromise or delayed. The Borrower agrees that in settle any such case no claim will be settled without claim, all Indemnitees shall have the prior written consent of the indemnified Person against whom such claim is made unless such settlement includes an unconditional release of such Person.rights

Payment of Expenses, etc. The Borrower agrees to: shall: (ia) whether or not the transactions hereby contemplated are consummated, pay all reasonable reasonable, out-of-pocket costs and expenses (including reasonable legal fees travel costs and disbursementsattorneys' fees) of the Lender Agent in the administration (both before and after the execution hereof and including reasonable expenses actually incurred relating to advice of counsel as to the rights and duties of the Agent and the Lenders with respect thereto) of, and in connection with the preparation, negotiation, execution and delivery of, preservation of rights under, enforcement of, and, after a Default or Event of Default, refinancing, renegotiation or restructuring 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 therein, and any amendment, waiver or consent relating thereto (including, without limitation, the reasonable fees actually incurred and disbursements of counsel for the Agent), and in connection with the case of enforcement of this Agreement or any Credit Document after the occurrence and during the continuance of an Event of Default, all such enforcementreasonable, out-of-pocket costs and expenses (including, without limitation, the reasonable fees actually incurred and disbursements of outside counsel counsel), for any of the LenderLenders. As of the Closing, but excluding all Upfront Fees, the out-of-pocket costs and expenses (including travel costs and attorneys fees) to close the transactions shall not exceed $75,000.; (b) subject, in the case of certain Taxes, to the applicable provisions of Section 4.7(b), pay and hold each of the Lenders harmless from and against any and all present and future stamp, documentary, intangible and other similar Taxes with respect to this Agreement, the Notes and any other Credit Documents, any collateral described therein, or any payments due thereunder, including interest and penalties and save each Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission of Borrower to pay such Taxes, provided, however, nothing contained in this subsection shall obligate the Borrower to pay any taxes based on the overall income of the Lenders; and and (iic) indemnify the Agent and each Lender, and their respective officers, directors, employees, representatives and agents from from, and hold each of them harmless against against, any and all costs, losses, liabilities, claims, damages or expenses incurred by any of them as (whether or not any of them is designated a result of, or party thereto) (an "Indemnitee") 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 the entering into and/or performance of any Credit Document actual or the proposed use of the proceeds of any Loan (including other extensions of credit) hereunder the Loans or any Credit Party's entering into and performing of the Agreement, the Notes, or the consummation of any other transactions contemplated in any Credit DocumentDocuments, including, without limitation, the reasonable fees actually incurred and disbursements of outside counsel (including foreign counsel) incurred in connection with any such investigation, litigation or other proceeding (but excluding proceeding; provided, however, Borrower shall not be obligated to indemnify any Indemnitee for any of the foregoing arising out of such losses, liabilities, claims, damages or expenses to the extent incurred by reason of Indemnitee's gross negligence or willful misconduct or the breach by the Indemnitee of its obligations under this Agreement; (d) without limiting the indemnities set forth in subsection (c) above, indemnify each Indemnitee for any and all expenses and costs (including without limitation, remedial, removal, response, abatement, cleanup, investigative, closure and monitoring costs), losses, claims (including claims for contribution or indemnity and including the cost of investigating or defending any claim and whether or not such claim is ultimately defeated, and whether such claim arose before, during or after any Credit Party's ownership, operation, possession or control of its business, property or facilities or before, on or after the part date hereof, and including also any amounts paid incidental to any compromise or settlement by the Indemnitee or Indemnitees to the holders of any such claim), lawsuits, liabilities, obligations, actions, judgments, suits, disbursements, encumbrances, liens, damages (including without limitation damages for contamination or destruction of natural resources), penalties and fines of any kind or nature whatsoever (including without limitation in all cases the reasonable fees actually incurred, other charges and disbursements of counsel in connection therewith) incurred, suffered or sustained by that Indemnitee based upon, arising under or relating to Environmental Laws based on, arising out of or relating to in whole or in part, the existence or exercise of any rights or remedies by any Indemnitee under this Agreement, any other Credit Document or any related documents (but excluding those incurred, suffered or sustained by any Indemnitee as a result of any action taken by or on behalf of the Person Lenders with respect to be indemnifiedBorrower or any Subsidiary of Borrower (or the assets thereof) owned or controlled by the Lender). In The indemnity permitted in this clause (d) shall (i) not apply as to any Indemnity to any costs or expenses in connection with any condition, suspected condition, threatened condition or alleged condition which first arises and occurs after said Indemnitee Lender succeeds to the ownership of, takes possession of or operates the business or any property of the Borrower or any of its Subsidiaries, and (ii) in the case of cleanup, investigative, closure and monitoring costs concerning or relating to Hazardous Materials or any Environmental Laws shall only apply after an Event of Default has occurred and is continuing provided that the Credit Party is then undertaking and fulfilling all its obligations under this Agreement and Environmental Laws with respect to said cleanup, investigation, closure and monitoring. (e) If any claim for which an Indemnitee is entitled to indemnity is asserted against such Indemnitee by a third party, such Indemnitee shall promptly give Borrower notice thereof and give Borrower an opportunity to defend the same with counsel of Borrower's choice subject to the Agent's approval, which will not be unreasonably withheld, at Borrower's expense. All Indemnitees shall provide reasonable cooperation in connection with such defense. In the event that Borrower desires to compromise or settle any such claim, all Indemnitee shall have the right to consent to such settlement or compromise; provided, however, that if such compromise or settlement is for money damages only (paid by Borrower in full) and will include a full release and discharge of such Indemnitee, and such Indemnitee withholds its consent to such compromise or settlement, such Indemnitee and Borrower agree that (1) Borrower's liability shall be limited to the amount of the immediately preceding sentenceproposed settlement and Borrower shall thereupon be relieved of any further liability with respect to such claim, and (2) from and after such date, such Indemnitee will undertake all legal costs and expenses in connection with any such claim. If and to the extent that the obligations of Borrower under this Section 11.4 are unenforceable for any such investigationreason, litigation or other proceeding shall be brought by or relate Borrower hereby agrees to a third party (other than by and between make the Borrower and the Lender) then the Borrower shall be permitted to defend claims using professionals chosen by the Borrower, subject maximum contribution 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 payment and 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 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 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-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 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 Each Borrower hereby agrees to: : (ia) pay all reasonable out-of-pocket costs and expenses as determined by the Bankruptcy Court (including reasonable legal fees and disbursementsi) of the Lender (including, without limitation, the reasonable fees and disbursements of White & Case 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 and the other Credit Documents to which it shall consentthereto, 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 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 Lenderof White & Case LLP); provided, that the foregoing obligations shall be included in the Obligations and become due and payable by the Borrowers on the Termination Date; (iib) 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 to pay such taxes; and (c) indemnify the Lender, their respective its directors, officers, directorsmanagers, employees, representatives representatives, attorneys 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, any other Credit Document or any other document or instrument entered into in connection therewith, or the use of the proceeds of any Loan (including other extensions of credit) hereunder or the consummation of any other transactions contemplated in any Credit DocumentLoans hereunder, 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 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: shall: (i) whether or not the transactions hereby contemplated are consummated, pay all reasonable, out-of-pocket costs and expenses of the Agent in connection with the preparation, execution and delivery of, preservation of rights under, enforcement of, and, after a Default or Event of Default or, upon the request of the Borrower, refinancing, renegotiation or restructuring of, this Agreement and the other Credit Documents and the documents and instruments referred to therein, and any amendment, waiver or consent relating thereto (including, without limitation, the reasonable fees actually incurred and disbursements of counsel for the Agent), and in the case of enforcement of this Agreement or any Credit Document after an Event of Default, all such 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 actually incurred and reasonable disbursements and charges of outside counsel counsel), for any of the Lender); and Lenders; (ii) subject, in the case of certain Taxes, to the applicable provisions of Section 3.9.(b), pay and hold each of the Lenders harmless from and against any and all present and future stamp, documentary, and other similar Taxes with respect to this Agreement, the Notes and any other Credit Documents, any collateral described therein, or any payments due thereunder, and hold each Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such Taxes; and (iii) indemnify the Agent and each Lender, and their respective officers, directors, employees, representatives and agents from from, and hold each of them harmless against against, any and all costs, losses, liabilities, claims, damages or expenses incurred by any of them as (whether or not any of them is designated a result of, or party thereto) (an "Indemnitee") 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 the entering into and/or performance of any Credit Document actual or the proposed use of the proceeds of any Loan (including other extensions of credit) hereunder the Loans or any Consolidated Company entering into and performing of the Agreement, the Notes, or the consummation of any other transactions contemplated in any Credit DocumentDocuments, including, without limitation, the reasonable fees actually incurred and disbursements of outside counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such lossesproceeding, liabilitiesprovided, claimshowever, 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.obligated to

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 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: shall: (ia) whether or not the transactions hereby contemplated are consummated, pay all reasonable, out-of-pocket costs and expenses of the Lender in the administration (both before and after the execution hereof and including reasonable expenses actually incurred relating to advice of counsel as to the rights and duties of the Lender with respect thereto) of, and in connection with the preparation, execution and delivery of, preservation of rights under, enforcement of, and, after a Default or Event of Default, refinancing, renegotiation or restructuring of, this Agreement and the other Credit Documents and the documents and instruments referred to therein, and any amendment, waiver or consent relating thereto (including, without limitation, the reasonable fees actually incurred and disbursements of counsel for the Lender), and in the case of enforcement of this Agreement or any Credit Document after the occurrence and during the continuance of an Event of Default, all such 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 actually incurred and disbursements of outside counsel counsel), for the Lender; (b) subject, in the case of certain Taxes, to the applicable provisions of Section 4.7(a), pay and hold the Lender harmless from and against any and all present and future stamp, documentary, intangible and other similar Taxes with respect to this Agreement, the Notes and any other Credit Documents, any collateral described therein, or any payments due thereunder, including interest and penalties and save the Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission of Borrower to pay such Taxes; and provided, however, nothing contained in this subsection shall obligate the Borrower to pay any taxes based on the overall income of the Lender; and (iic) indemnify the Lender, their respective and its officers, directors, employees, representatives and agents from from, and hold each of them harmless against against, any and all costs, losses, liabilities, claims, damages or expenses incurred by any of them as (whether or not any of them is designated a result of, or party thereto) (an "Indemnitee") arising out of, or in any way related to, of or by reason of, of any third party 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 actual or the proposed use of the proceeds of any Loan (including other extensions of credit) hereunder the Loans or any Credit Party's entering into and performing of the Agreement, the Notes, or the consummation of any other transactions contemplated in any Credit DocumentDocuments, including, without limitation, the reasonable fees actually incurred and disbursements of outside counsel (including foreign counsel) incurred in connection with any such third party investigation, litigation or other proceeding (but excluding proceeding; provided, however, Borrower shall not be obligated to indemnify any Indemnitee for any of the foregoing arising out of such losses, liabilities, claims, damages or expenses to the extent incurred by reason of Indemnitee's gross negligence or willful misconduct or the breach by the Indemnitee of its obligations under this Agreement; (d) without limiting the indemnities set forth in subsection (c) above, indemnify each Indemnitee for any and all expenses and costs (including without limitation, remedial, removal, response, abatement, cleanup, investigative, closure and monitoring costs), losses, claims (including claims for contribution or indemnity and including the cost of investigating or defending any claim and whether or not such claim is ultimately defeated, and whether such claim arose before, during or after any Credit Party's ownership, operation, possession or control of its business, property or facilities or before, on or after the part date hereof, and including also any amounts paid incidental to any compromise or settlement by the Indemnitee or Indemnitees to the holders of any such claim), lawsuits, liabilities, obligations, actions, judgments, suits, disbursements, encumbrances, liens, damages (including without limitation damages for contamination or destruction of natural resources), penalties and fines of any kind or nature whatsoever (including without limitation in all cases the reasonable fees actually incurred, other charges and disbursements of counsel in connection therewith) incurred, suffered or sustained by that Indemnitee based upon, arising under or relating to Environmental Laws based on, arising out of or relating to in whole or in part, the existence or exercise of any rights or remedies by any Indemnitee under this Agreement, any other Credit Document or any related documents (but excluding those incurred, suffered or sustained by any Indemnitee as a result of any action taken by or on behalf of the Person Lender with respect to be indemnifiedany Subsidiary of Borrower (or the assets thereof) owned or controlled by the Lender). In The indemnity permitted in this clause (d) shall (i) not apply as to any Indemnity to any costs or expenses in connection with any condition, suspected condition, threatened condition or alleged condition which first arises and occurs after said Indemnitee succeeds to the ownership of, takes possession of or operates the business or any property of the Borrower or any of its Subsidiaries, and (ii) in the case of cleanup, investigative, closure and monitoring costs concerning or relating to Hazardous Materials or any Environmental Laws shall only apply after an Event of Default has occurred and is continuing provided that the immediately preceding sentenceCredit Party is then undertaking and fulfilling all its obligations under this Agreement and Environmental Laws with respect to said cleanup, investigation, closure and monitoring. If and to the extent that the obligations of Borrower under this Section 11.4 are unenforceable for any such investigationreason, litigation or other proceeding shall be brought by or relate Borrower hereby agrees to a third party (other than by and between make the Borrower and the Lender) then the Borrower shall be permitted to defend claims using professionals chosen by the Borrower, subject maximum contribution 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 payment and 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 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 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: (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: (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 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 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 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-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 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. (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 tax. The obligations of the Company under this Section 8.06 shall survive the payment of the Loans. (B) Whether or not the transactions contemplated hereby are consummated, the Company shall indemnify and hold harmless the Indemnities from and against any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee in any way relating to or arising out of or in connection with (a) the execution, delivery, enforcement, performance or administration of any Credit Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (b) any commitment or any Loan, (c) any actual or alleged presence or release of hazardous materials on or from any property currently or formerly owned or operated by the Company, any Subsidiary of the Company, or any liability resulting from any actual or alleged violation of Environmental Laws related in any way to the Company, any Subsidiary of the Company or (d) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or other proceeding proceeding) and regardless of whether any Indemnitee is a party thereto (but excluding all the foregoing, collectively, the “Indemnified Liabilities”), in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, liabilitiesdamages, penalties, claims, damages demands, actions, judgments, suits, costs, expenses or expenses disbursements are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the extent incurred by reason of gross negligence or willful misconduct on of such Indemnitee. No Indemnitee shall be liable for any indirect or consequential damages relating to this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the part of the Person to be indemnifiedClosing Date). In clause (iiAll amounts due under this Section 8.06(B) of the immediately preceding sentence, shall be payable within ten Business Days after written notice is provided to the extent Company demanding payment therefor. The agreements in this Section shall survive the termination of any such investigation, litigation or other proceeding shall be brought by or relate to commitment provided under a third party (other than by and between the Borrower Supplement and the Lender) then the Borrower shall be permitted to defend claims using professionals chosen by the Borrowerrepayment, subject to the approval satisfaction or discharge 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 Personall Company Obligations.

Payment of Expenses, etc. The Borrower agrees to: shall: (ia) whether or not the transactions hereby contemplated are consummated, pay all reasonable, out-of-pocket costs and expenses of the Agent in the administration (both before and after the execution hereof and including reasonable expenses actually incurred relating to advice of counsel as to the rights and duties of the Agent and the Lenders with respect thereto) of, and in connection with the preparation, execution and delivery of, preservation of rights under, enforcement of, and, after a Default or Event of Default, refinancing, renegotiation or restructuring of, this Agreement and the other Credit Documents and the documents and instruments referred to therein, and any amendment, waiver or consent relating thereto (including, without limitation, the reasonable fees actually incurred and disbursements of counsel for the Agent), and in the case of enforcement of this Agreement or any Credit Document after an Event of Default, all such 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 actually incurred and disbursements of outside counsel in the amount as provided in the Fee Letter, including without limitation in-house attorneys' fees), for any of the LenderLenders; (b) subject, in the case of certain Taxes, to the applicable provisions of Section 4.7(b), pay and hold each of the Lenders harmless from and against any and all present and future stamp, documentary, and other similar Taxes with respect to this Agreement, the Notes and any other Credit Documents, any collateral described therein, or any payments due thereunder, and save each Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such Taxes; and and (iic) indemnify the Agent and each Lender, and their respective officers, directors, employees, representatives and agents from from, and hold each of them harmless against against, any and all costs, losses, liabilities, claims, damages or expenses incurred by any of them as (whether or not any of them is designated a result of, or party thereto) (an "Indemnitee") 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 the entering into and/or performance of any Credit Document actual or the proposed use of the proceeds of any Loan (including other extensions of credit) hereunder the Loans or any Credit Party's entering into and performing of the Agreement, the Notes, or the consummation of any other transactions contemplated in any Credit DocumentDocuments, including, without limitation, the reasonable fees actually incurred and disbursements of outside counsel (including foreign counsel) incurred in connection with any such investigation, litigation or other proceeding (but excluding proceeding; provided, however, Borrower shall not be obligated to indemnify any Indemnitee for any of the foregoing arising out of such losses, liabilities, claims, damages or expenses to the extent incurred by reason of Indemnitee's gross negligence or willful misconduct misconduct; (d) without limiting the indemnities set forth in subsection (c) above, indemnify each Indemnitee for any and all expenses and costs (including without limitation, remedial, removal, response, abatement, cleanup, investigative, closure and monitoring costs), losses, claims (including claims for contribution or indemnity and including the cost of investigating or defending any claim and whether or not such claim is ultimately defeated, and whether such claim arose before, during or after any Credit Party's ownership, operation, possession or control of its business, property or facilities or before, on or after the part date hereof, and including also any amounts paid incidental to any compromise or settlement by the Indemnitee or Indemnitees to the holders of any such claim), lawsuits, liabilities, obligations, actions, judgments, suits, disbursements, encumbrances, liens, damages (including without limitation damages for contamination or destruction of natural resources), penalties and fines of any kind or nature whatsoever (including without limitation in all cases the reasonable fees actually incurred, other charges and disbursements of counsel in connection therewith) incurred, suffered or sustained by that Indemnitee based upon, arising under or relating to Environmental Laws based on, arising out of or relating to in whole or in part, the existence or exercise of any rights or remedies by any Indemnitee under this Agreement, any other Credit Document or any related documents (but excluding those incurred, suffered or sustained by any Indemnitee as a result of any action taken by or on behalf of the Person Lenders with respect to any Subsidiary of Borrower (or the assets thereof) owned or controlled by the Lenders); provided, however, Borrower shall not be indemnified). In clause (ii) obligated to indemnify any Indemnitee for any of the immediately preceding sentence, foregoing arising out of such Indemnitee's gross negligence or wilful misconduct. If and to the extent that the obligations of Borrower under this Section 11.4 are unenforceable for any such investigationreason, litigation or other proceeding shall be brought by or relate Borrower hereby agrees to a third party (other than by and between make the Borrower and the Lender) then the Borrower shall be permitted to defend claims using professionals chosen by the Borrower, subject maximum contribution 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 payment and 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 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: (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.