Common use of Payment of Expenses, etc Clause in Contracts

Payment of Expenses, etc. (a) The Credit Parties hereby jointly and severally agree to: (i) if the Closing Date occurs, pay all reasonable invoiced out-of-pocket costs and expenses of the Agents (including, without limitation, the reasonable fees and disbursements of one primary counsel to all Agents and Lenders and, if reasonably necessary, one local counsel in any relevant jurisdiction and, in the case of an actual or perceived conflict of interest where the Indemnified Person (as defined below) affected by such conflict informs the Lead Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnified Person but excluding, other than as indicated under Section 13.01(a)(ii), Taxes other than Taxes that represent liabilities, obligations, losses, damages, penalties, actions, costs, expenses and disbursements arising from a non-Tax claim) in connection with the preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein, the administration hereof and thereof and any amendment, waiver or consent relating hereto or thereto (whether or not effective), of the Agents in connection with their syndication efforts with respect to this Agreement and of the Agents and each Lender in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (which shall be limited to one primary counsel to all Agents and Lenders to be retained by the Agent and, if reasonably necessary, one local counsel in any relevant jurisdiction and, in the case of an actual or perceived conflict of interest where the Indemnified Person affected by such conflict informs the Lead Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnified Person); (ii) pay and hold each Agent and each Lender harmless from and against any and all Other Taxes with respect to the foregoing matters and save each Agent and each 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 Agent, such Lender or the Lead Arranger) to pay such Other Taxes; and (iii) indemnify each Agent and each Lender and their respective Affiliates, and the officers, directors, employees, agents, trustees, representatives and investment advisors of each of the foregoing (each, an “Indemnified Person”) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) (but excluding Taxes other than Taxes that represent liabilities, obligations, losses, damages, penalties, actions, costs, expenses and disbursements arising from a non-Tax claim) incurred 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 any Agent or any Lender is a party thereto 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 proceeds of any Term Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein or in any other Credit Document 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 Environment relating in any way to any Real Property owned, leased or operated, at any time, by the Lead Borrower or any of its Subsidiaries; the generation, storage, transportation, handling, Release or threat of Release of Hazardous Materials by the Lead Borrower or any of its Subsidiaries at any location, whether or not owned, leased or operated by the Lead Borrower or any of its Subsidiaries; the non-compliance by the Lead Borrower or any of its Subsidiaries with any Environmental Law (including applicable permits thereunder) applicable to any Real Property; or any Environmental Claim asserted against the Lead Borrower, any of its Subsidiaries or relating in any way to any Real Property at any time owned, leased or operated by the Lead Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Indemnified Person (but excluding in each case any losses, liabilities, claims, damages or expenses (i) to the extent incurred by reason of the gross negligence, bad faith or willful misconduct of the applicable Indemnified Person, any Affiliate of such Indemnified Person or any of their respective directors, officers, employees, representatives, agents, Affiliates, trustees or investment advisors, (ii) to the extent incurred by reason of any material breach of the obligations of such Indemnified Person under this Agreement or the other Credit Documents (in the case of each of preceding clauses (i) and (ii), as determined by a court of competent jurisdiction in a final and non-appealable decision) or (iii) that do not involve or arise from an act or omission by any Borrower or the Guarantors or any of their respective affiliates and is brought by an Indemnified Person (other than claims against any Agent in its capacity as such or in its fulfilling such role). To the extent that the undertaking to indemnify, pay or hold harmless any Agent or any Lender or other Indemnified Person set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Credit Parties shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. (b) No Agent or any Indemnified Person shall be responsible or liable to any Credit Party or any other Person for (x) any determination made by it pursuant to this Agreement or any other Credit Document in the absence of gross negligence, bad faith or willful misconduct on the part of such Indemnified Person (in each case, as determined by a court of competent jurisdiction in a final and non-appealable judgment), (y) any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems or (z) any indirect, special, exemplary, incidental, punitive or consequential damages (including, without limitation, any loss of profits, business or anticipated savings) which may be alleged as a result of this Agreement or any other Credit Document or the financing contemplated hereby.

Payment of Expenses, etc. (a) The Credit Parties hereby jointly and severally agree agree, from and after the Closing Date, to: (i) if the Closing Date occurs, pay all reasonable invoiced out-of-pocket costs and expenses of the Agents (includinglimited, without limitationin the case of legal expenses, to the reasonable fees and disbursements of one primary counsel to all Agents and Lenders and, if reasonably necessary, one local counsel in any relevant jurisdiction and, in the case of an actual or perceived conflict of interest where the Indemnified Person (as defined below) affected by such conflict informs the Lead Borrower of such conflict and thereafter retains its own counsel, of another which may include a single firm of counsel for such affected Indemnified Person but excluding, other than as indicated under Section 13.01(a)(iiacting in multiple jurisdictions), Taxes other than Taxes that represent liabilities, obligations, losses, damages, penalties, actions, costs, expenses and disbursements arising from a non-Tax claim) in connection with (x) the preparation, execution execution, enforcement and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein, (y) the administration hereof and thereof and any amendment, waiver or consent relating hereto or thereto (whether or not effective), of the Agents in connection with ) and (z) their syndication efforts with respect to this Agreement Agreement; (ii) pay all reasonable invoiced out-of-pocket fees, costs and expenses of the Agents and each Lender in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy cases or proceedings (which shall be limited limited, in the case of legal expenses, to one primary counsel to all Agents and Lenders to be retained by the Administrative Agent and, if reasonably necessary, one local counsel in any relevant jurisdiction (which may include a single firm of counsel acting in multiple jurisdictions) and, in the case of an actual or perceived conflict of interest where the any Indemnified Person affected by such conflict informs the Lead Borrower of such conflict and thereafter retains its own counselconflict, of another a single additional firm of counsel in each relevant jurisdiction for such all similarly situated affected Indemnified PersonPersons); (ii) pay and hold each Agent and each Lender harmless from and against any and all Other Taxes with respect to the foregoing matters and save each Agent and each 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 Agent, such Lender or the Lead Arranger) to pay such Other Taxes; and (iii) indemnify each Agent and each Lender and their respective Affiliates, and the partners, shareholders, officers, directors, employees, agents, trustees, representatives and investment advisors of each of the foregoing foregoing, in each case, together with their respective successors and assigns (each, an “Indemnified Person”) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) (but excluding Taxes any Taxes, other than Taxes that represent liabilities, obligations, losses, damages, penalties, actions, costs, expenses and expenses, disbursements etc. arising from a non-Tax claim) incurred 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 any Agent or any Lender is a party thereto 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 of) this Agreement or any other Credit Document or the proceeds of any Term Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein or in any other Credit Document 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 Environment relating in any way to any Real Property owned, leased or operated, at any time, by the Lead Borrower or any of its Subsidiaries; the generation, storage, transportation, handling, Release or threat of Release of Hazardous Materials by the Lead Borrower or any of its Subsidiaries at any location, whether or not owned, leased or operated by the Lead Borrower or any of its Subsidiaries; the non-compliance by the Lead Borrower or any of its Subsidiaries with any Environmental Law (including applicable permits thereunder) applicable to any Real Property; or any Environmental Claim asserted against the Lead or liability under Environmental Laws relating in any way to Borrower, any of its Subsidiaries or relating in any way to any Real Property at any time owned, leased or operated by the Lead Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Indemnified Person (but excluding in each case (and each Indemnified Person, by accepting the benefits hereof, agrees to promptly refund or return any indemnity received hereunder to the extent it is later determined by a final, non-appealable judgment of a court of competent jurisdiction that such Indemnified Person is not entitled thereto) any losses, liabilities, claims, damages or expenses (i) to the extent incurred by reason of the gross negligence, bad faith or willful misconduct of the applicable Indemnified Person, any Affiliate of such Indemnified Person or any of their respective directors, officers, employees, representatives, agents, Affiliates, trustees or investment advisors, (ii) to the extent incurred by reason of any material breach of the obligations of such Indemnified Person under this Agreement or the other Credit Documents (in the case of each of the preceding clauses (i) and (ii), as determined by a court of competent jurisdiction in a final and non-appealable decision) or (iii) that do not involve or arise from an act or omission by any Borrower or the Guarantors Credit Party or any of their respective affiliates and is brought by an Indemnified Person against another Indemnified Person (other than claims against any Agent solely in its capacity as such or in its fulfilling such role)). To the extent that the undertaking to indemnify, pay or hold harmless any Agent or any Lender or other Indemnified Person set forth in the preceding sentence may be unenforceable because it is violative of violates any law or public policy, the Credit Parties shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. (b) No Agent or any Indemnified Person shall be responsible or liable to any Credit Party or any other Person for (x) any determination made by it pursuant to this Agreement or any other Credit Document in the absence of gross negligence, bad faith or willful misconduct on the part of such Indemnified Person (in each case, as determined by a court of competent jurisdiction in a final and non-appealable judgment). (c) To the extent permitted by applicable law, (yi) the Credit Parties shall not assert, each Credit Party hereby waives any claim against each Agent, each Lender and their respective Affiliates, and the partners, shareholders, officers, directors, employees, agents, trustees, representatives and investment advisors of each of the foregoing, in each case, together with their respective successors and assigns (each, a “Lender-Related Person”) for any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems and (ii) no party hereto (and no Indemnified Person or any Subsidiary or Affiliate of Holdings or Borrower) shall be responsible to any other party hereto (zor any Indemnified Person or any Subsidiary or Affiliate of Holdings or Borrower) for any indirect, special, exemplary, incidental, punitive or consequential damages (including, without limitation, any loss of profits, business or anticipated savings) which may be alleged as a result of this Agreement or any other Credit Document or the financing contemplated hereby; provided that nothing in this Section 13.01(c) shall limit the Credit Parties’ indemnity obligations to the extent such indirect, special, punitive or consequential damages are included in any claim by a third party unaffiliated with any Indemnified Person with respect to which the applicable Indemnified Person is entitled to indemnification under Section 13.01(a).

Payment of Expenses, etc. (a) The Credit Parties hereby jointly and severally agree to: (i) Borrower shall pay, if the Closing Date occursoccurs and the Transactions have been consummated, pay (i) all reasonable and documented and invoiced out-of-pocket costs and expenses of incurred by the Agents (including, without limitationAdministrative Agent, the reasonable Joint Lead Arrangers and their respective Affiliates (without duplication) (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of one primary counsel Xxxxxx Xxxxxx & Xxxxxxx LLP and to all Agents and Lenders and, if the extent reasonably determined by the Administrative Agent to be necessary, one firm of local counsel in any each relevant material jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, in the case of an actual or perceived conflict of interest where the Indemnified Person (as defined below) Indemnitee affected by such conflict informs notifies the Lead Borrower of the existence of such conflict and thereafter retains its own counsel, of another firm of one additional conflicts counsel for the affected Indemnitees similarly situated and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such affected Indemnified Person advisor or consultant, but excluding, other than as indicated under Section 13.01(a)(iisolely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), Taxes other than Taxes that represent liabilitiesin each case, obligations, losses, damages, penalties, actions, costs, expenses and disbursements arising from a non-Tax claim) in connection with the preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein, the administration hereof and thereof and any amendment, waiver or consent relating hereto or thereto (whether or not effective), of the Agents in connection with their syndication efforts with respect to this Agreement and of the Agents and each Lender in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements facilities provided under this Agreement for herein, and the preparation, execution, delivery and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof and (ii) all reasonable and documented and invoiced out-of-pocket costs and expenses incurred by the Administrative Agent, any Joint Lead Arranger or any Lender, including the fees, charges and disbursements of counsel for the Administrative Agent, the Joint Lead Arrangers and the Lenders (without duplication) (limited, in the nature case of a “work-out” or pursuant (x) legal fees and expenses, to any insolvency or bankruptcy proceedings (which shall be limited the reasonable, documented and invoiced fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP and to one primary counsel to all Agents and Lenders the extent reasonably determined by the Administrative Agent to be retained by the Agent and, if reasonably necessary, one local counsel in any each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest where the Indemnified Person Indemnitee affected by such conflict informs notifies the Lead Borrower of the existence of such conflict and thereafter retains its own counsel, of another firm of one additional conflicts counsel for such the affected Indemnified Person); Indemnitees similarly situated and (iiy) pay the fees and hold each Agent and each Lender harmless from and against expenses of any and all Other Taxes with respect other advisor or consultant, to the foregoing matters reasonable, documented and save each Agent invoiced fees, charges and each Lender harmless from and against any and all liabilities with respect to disbursements of such advisor or resulting from any delay or omission (other than consultant, but solely to the extent attributable that such consultant or advisor has been retained with the Borrower’s consent (such consent not to such Agent, such Lender be unreasonably withheld or the Lead Arranger) to pay such Other Taxes; and (iii) indemnify each Agent and each Lender and their respective Affiliates, and the officers, directors, employees, agents, trustees, representatives and investment advisors of each of the foregoing (each, an “Indemnified Person”) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actionsdelayed), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) (but excluding Taxes other than Taxes that represent liabilities, obligations, losses, damages, penalties, actions, costs, expenses and disbursements arising from a non-Tax claim) incurred by, imposed on in connection with the enforcement 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 any Agent or any Lender is a party thereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf protection of any Credit Party) related to the entering into and/or performance of this Agreement or any other Credit Document or the proceeds of any Term Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (bA) the actual or alleged presence of Hazardous Materials in the Environment relating in any way to any Real Property owned, leased or operated, at any time, by the Lead Borrower or any of its Subsidiaries; the generation, storage, transportation, handling, Release or threat of Release of Hazardous Materials by the Lead Borrower or any of its Subsidiaries at any location, whether or not owned, leased or operated by the Lead Borrower or any of its Subsidiaries; the non-compliance by the Lead Borrower or any of its Subsidiaries with any Environmental Law (including applicable permits thereunder) applicable to any Real Property; or any Environmental Claim asserted against the Lead Borrower, any of its Subsidiaries or relating in any way to any Real Property at any time owned, leased or operated by the Lead Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with the Loan Documents (including all such costs and expenses incurred during any such investigation, litigation or other legal proceeding, including any proceeding under any Debtor Relief Laws), including its rights under this Section 11.01 or (B) in connection with the Loans made hereunder, including all casessuch out-of-pocket costs and expenses incurred during any workout, whether restructuring or not caused by or arising, negotiations in whole or in part, out of the comparative, contributory or sole negligence of the Indemnified Person (but excluding in each case any losses, liabilities, claims, damages or expenses (i) to the extent incurred by reason of the gross negligence, bad faith or willful misconduct of the applicable Indemnified Person, any Affiliate respect of such Indemnified Person or any of their respective directors, officers, employees, representatives, agents, Affiliates, trustees or investment advisors, (ii) to the extent incurred by reason of any material breach of the obligations of such Indemnified Person under this Agreement or the other Credit Documents (in the case of each of preceding clauses (i) and (ii), as determined by a court of competent jurisdiction in a final and non-appealable decision) or (iii) that do not involve or arise from an act or omission by any Borrower or the Guarantors or any of their respective affiliates and is brought by an Indemnified Person (other than claims against any Agent in its capacity as such or in its fulfilling such role). To the extent that the undertaking to indemnify, pay or hold harmless any Agent or any Lender or other Indemnified Person set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Credit Parties shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable lawLoan. (b) No Agent or any Indemnified Person shall be responsible or liable to any Credit Party or any other Person for (x) any determination made by it pursuant to this Agreement or any other Credit Document in the absence of gross negligence, bad faith or willful misconduct on the part of such Indemnified Person (in each case, as determined by a court of competent jurisdiction in a final and non-appealable judgment), (y) any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems or (z) any indirect, special, exemplary, incidental, punitive or consequential damages (including, without limitation, any loss of profits, business or anticipated savings) which may be alleged as a result of this Agreement or any other Credit Document or the financing contemplated hereby.

Payment of Expenses, etc. (a) The Credit Parties hereby jointly and severally agree agree, from and after the Closing Date, to: (i) if the Closing Date occurs, pay all reasonable invoiced out-of-pocket costs and expenses of the Agents (includinglimited, without limitationin the case of legal expenses, to the reasonable fees and disbursements of one primary counsel to all Agents and Lenders and, if reasonably necessary, one local counsel in any relevant jurisdiction and, in the case of an actual or perceived conflict of interest where the Indemnified Person (as defined below) affected by such conflict informs the Lead Borrower of such conflict and thereafter retains its own counsel, of another which may include a single firm of counsel for such affected Indemnified Person but excluding, other than as indicated under Section 13.01(a)(iiacting in multiple jurisdictions), Taxes other than Taxes that represent liabilities, obligations, losses, damages, penalties, actions, costs, expenses and disbursements arising from a non-Tax claim) in connection with (x) the preparation, execution execution, enforcement and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein, (y) the administration hereof and thereof and any amendment, waiver or consent relating hereto or thereto (whether or not effective), of the Agents in connection with ) and (z) their syndication efforts with respect to this Agreement Agreement; (ii) pay all reasonable invoiced out-of-pocket costs and expenses of the Agents and each Lender in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (which shall be limited limited, in the case of legal expenses, to one primary counsel to all Agents and Lenders to be retained by the Administrative Agent and, if reasonably necessary, one local counsel in any relevant jurisdiction (which may include a single firm of counsel acting in multiple jurisdictions) and, in the case of an actual or perceived conflict of interest where the any Indemnified Person affected by such conflict informs the Lead Borrower of such conflict and thereafter retains its own counselconflict, of another a single additional firm of counsel in each relevant jurisdiction for such all similarly situated affected Indemnified PersonPersons); (iiiii) pay and hold each Agent and each Lender harmless from and against any and all Other Taxes with respect to the foregoing matters and save each Agent and each 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 Agent, such Lender or the Lead Arranger) to pay such Other Taxes; and (iiiiv) indemnify each Agent and each Lender and their respective Affiliates, and the partners, shareholders, officers, directors, employees, agents, trustees, representatives and investment advisors of each of the foregoing foregoing, in each case, together with their respective successors and assigns (each, an “Indemnified Person”) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) (but excluding Taxes other than Taxes that represent liabilities, obligations, losses, damages, penalties, actions, costs, expenses and disbursements arising from a non-Tax claim) incurred 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 any Agent or any Lender is a party thereto 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 proceeds of any Term Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein or in any other Credit Document 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 Environment relating in any way to any Real Property owned, leased or operated, at any time, by the Lead Borrower or any of its Subsidiaries; the generation, storage, transportation, handling, Release or threat of Release of Hazardous Materials by the Lead Borrower or any of its Subsidiaries at any location, whether or not owned, leased or operated by the Lead Borrower or any of its Subsidiaries; the non-compliance by the Lead Borrower or any of its Subsidiaries with any Environmental Law (including applicable permits thereunder) applicable to any Real Property; or any Environmental Claim asserted against the or liability under Environmental Laws relating in any way to Lead Borrower, any of its Subsidiaries or relating in any way to any Real Property at any time owned, leased or operated by the Lead Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Indemnified Person (but excluding in each case (and each Indemnified Person, by accepting the benefits hereof, agrees to promptly refund or return any indemnity received hereunder to the extent it is later determined by a final, non-appealable judgment of a court of competent jurisdiction that such Indemnified Person is not entitled thereto) any losses, liabilities, claims, damages or expenses (i) to the extent incurred by reason of the gross negligence, bad faith or willful misconduct of the applicable Indemnified Person, any Affiliate of such Indemnified Person or any of their respective directors, officers, employees, representatives, agents, Affiliates, trustees or investment advisors, (ii) to the extent incurred by reason of any material breach of the obligations of such Indemnified Person under this Agreement or the other Credit Documents (in the case of each of the preceding clauses (i) and (ii), as determined by a court of competent jurisdiction in a final and non-appealable decision) or (iii) that do not involve or arise from an act or omission by any Borrower or the Guarantors Credit Party or any of their respective affiliates and is brought by an Indemnified Person against another Indemnified Person (other than claims against any Agent solely in its capacity as such or in its fulfilling such role)). To the extent that the undertaking to indemnify, pay or hold harmless any Agent or any Lender or other Indemnified Person set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Credit Parties shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. (b) No Agent or any Indemnified Person shall be responsible or liable to any Credit Party or any other Person for (x) any determination made by it pursuant to this Agreement or any other Credit Document in the absence of gross negligence, bad faith or willful misconduct on the part of such Indemnified Person (in each case, as determined by a court of competent jurisdiction in a final and non-appealable judgment), ) or (y) any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems systems. (c) No party hereto (and no Indemnified Person or any Subsidiary or Affiliate of Holdings or the Borrowers) shall be responsible to any other party hereto (zor any Indemnified Person or any Subsidiary or Affiliate of Holdings or the Borrowers) for any indirect, special, exemplary, incidental, punitive or consequential damages (including, without limitation, any loss of profits, business or anticipated savings) which may be alleged as a result of this Agreement or any other Credit Document or the financing contemplated hereby; provided that nothing in this Section 13.01(c) shall limit the Credit Parties’ indemnity obligations to the extent that such indirect, special, punitive or consequential damages are included in any claim by a third party unaffiliated with any Indemnified Person with respect to which the applicable Indemnified Person is entitled to indemnification under Section 13.01(a).

Payment of Expenses, etc. (a) The Credit Parties hereby jointly and severally agree agree, from and after the Closing Date, to: (i) if the Closing Date occurs, pay all reasonable invoiced out-of-pocket costs and expenses of the Agents (includinglimited, without limitationin the case of legal expenses, to the reasonable fees and disbursements of one primary counsel to all Agents and Lenders and, if reasonably necessary, one local counsel in any relevant jurisdiction and, in the case of an actual or perceived conflict of interest where the Indemnified Person (as defined below) affected by such conflict informs the Lead Borrower of such conflict and thereafter retains its own counsel, of another which may include a single firm of counsel for such affected Indemnified Person but excluding, other than as indicated under Section 13.01(a)(iiacting in multiple jurisdictions), Taxes other than Taxes that represent liabilities, obligations, losses, damages, penalties, actions, costs, expenses and disbursements arising from a non-Tax claim) in connection with (x) the preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein, (y) the administration hereof and thereof and any amendment, waiver or consent relating hereto or thereto (whether or not effective), of the Agents in connection with ) and (z) their syndication efforts with respect to this Agreement Agreement; (ii) pay all reasonable invoiced out-of-pocket costs and expenses of the Agents and each Lender in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (which shall be limited limited, in the case of legal expenses, to one primary counsel to all Agents and Lenders to be retained by the Administrative Agent and, if reasonably necessary, one local counsel in any relevant jurisdiction (which may include a single firm of counsel acting in multiple jurisdictions) and, in the case of an actual or perceived conflict of interest where the any Indemnified Person affected by such conflict informs the Lead Borrower of such conflict and thereafter retains its own counselconflict, of another a single additional firm of counsel for such all similarly situated affected Indemnified PersonPersons); (ii) pay and hold each Agent and each Lender harmless from and against any and all Other Taxes with respect to the foregoing matters and save each Agent and each 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 Agent, such Lender or the Lead Arranger) to pay such Other Taxes; and (iii) indemnify each Agent and each Lender and their respective Affiliates, and the officers, directors, employees, agents, trustees, representatives and investment advisors of each of the foregoing (each, an “Indemnified Person”) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements), but (in each case) (but excluding Taxes other than Taxes that represent liabilities, obligations, losses, damages, penalties, actions, costs, expenses and disbursements arising from a non-Tax claim) , incurred 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 any Agent or any Lender is a party thereto 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 proceeds of any Term Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein or in any other Credit Document 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 Environment relating in any way to any Real Property owned, leased or operated, at any time, by the Lead Borrower or any of its Subsidiaries; the generation, storage, transportation, handling, Release or threat of Release of Hazardous Materials by the Lead Borrower or any of its Subsidiaries at any location, whether or not owned, leased or operated by the Lead Borrower or any of its Subsidiaries; the non-compliance by the Lead Borrower or any of its Subsidiaries with any Environmental Law (including applicable permits thereunder) applicable to any Real Property; or any Environmental Claim asserted against the Lead Borrower, any of its Subsidiaries or relating in any way to any Real Property at any time owned, leased or operated by the Lead Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Indemnified Person (but excluding in each case (and each Indemnified Person, by accepting the benefits hereof, agrees to promptly refund or return any indemnity received hereunder to the extent it is later determined by a final, non-appealable judgment of a court of competent jurisdiction that such Indemnified Person is not entitled thereto) any losses, liabilities, claims, damages or expenses (i) to the extent incurred by reason of the gross negligence, bad faith or willful misconduct of the applicable Indemnified Person, any Affiliate of such Indemnified Person or any of their respective directors, officers, employees, representatives, agents, Affiliates, trustees or investment advisors, (ii) to the extent incurred by reason of any material breach of the obligations of such Indemnified Person under this Agreement or the other Credit Documents (in the case of each of preceding clauses (i) and (ii), as determined by a court of competent jurisdiction in a final and non-appealable decision) or (iii) that do not involve or arise from an act or omission by any the Borrower or the Guarantors or any of their respective affiliates and is brought by an Indemnified Person (other than claims against any Agent solely in its capacity as such or in its fulfilling such role)). To the extent that the undertaking to indemnify, pay or hold harmless any Agent or any Lender or other Indemnified Person set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Credit Parties shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. (b) No Agent or any Indemnified Person shall be responsible or liable to any Credit Party or any other Person for (x) any determination made by it pursuant to this Agreement or any other Credit Document in the absence of gross negligence, bad faith or willful misconduct on the part of such Indemnified Person (in each case, as determined by a court of competent jurisdiction in a final and non-appealable judgment), ) or (y) any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems systems. (c) No party hereto (and no Indemnified Person or any Subsidiary or Affiliate of Holdings or the Borrower) shall be responsible to any other party hereto (zor any Indemnified Person or any Subsidiary or Affiliate of Holdings or the Borrower) for any indirect, special, exemplary, incidental, punitive or consequential damages (including, without limitation, any loss of profits, business or anticipated savings) which may be alleged as a result of this Agreement or any other Credit Document or the financing contemplated hereby; provided that nothing in this Section 13.01(c) shall limit the Credit Parties’ indemnity obligations to the extent that such indirect, special, punitive or consequential damages are included in any claim by a third party unaffiliated with any Indemnified Person with respect to which the applicable Indemnified Person is entitled to indemnification under Section 13.01(a).

Payment of Expenses, etc. (a) The Credit Parties Borrower hereby jointly and severally agree agrees to: (i) if the Closing Date occurs, pay all reasonable and documented or invoiced out-of-pocket out‑of‑pocket costs and expenses (a) of the Agents (including, without limitationAdministrative Agent, the reasonable Revolving Agent and the Lead Arrangers (limited in the case of legal fees and expenses to the reasonable and documented or invoiced fees, disbursements and other charges of one primary outside counsel to all Agents and Lenders and, if reasonably necessary, one local counsel to the Administrative Agent, the Revolving Agent, the Lead Arrangers and Lenders (which term includes each Issuing Bank for purposes of this Article XII), taken as a whole, in any relevant jurisdiction and, in the case of an actual or perceived conflict of interest where the Indemnified Person (as defined below) affected by such conflict informs the Lead Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnified Person but excluding, other than as indicated under Section 13.01(a)(ii), Taxes other than Taxes that represent liabilities, obligations, losses, damages, penalties, actions, costs, expenses and disbursements arising from a non-Tax claimmaterial jurisdiction) in connection with the preparation, execution execution, delivery and delivery administration of this Agreement and the other Credit Loan Documents and the documents and instruments referred to herein and therein, the administration hereof and thereof therein and any amendment, modification, waiver or consent relating hereto or thereto thereto, (whether or not effective), b) of the Agents Administrative Agent, the Revolving Agent, the Lead Arrangers and their respective Affiliates in connection with its or their syndication efforts with respect to this Agreement and of the Agents Term Facility and (c) of the Administrative Agent and the Revolving Agent and, after the occurrence and during the continuance of an Event of Default, each Lender of the Lenders in connection with the any (x) waiver of an Event of Default that has occurred and is continuing, (y) enforcement of this Agreement and the other Credit Loan Documents and the documents and instruments referred to herein and therein or in connection with any (z) refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-outwork‑out” or pursuant to any insolvency or bankruptcy proceedings (which shall be limited in the case of legal fees, in the case of each of clause (x), (y) and (z) above, to the reasonable and documented or invoiced out‑of‑pocket costs and expenses of one primary counsel to all Agents and Lenders to be retained one local counsel in any relevant material jurisdiction (in each case, as selected by the Agent Administrative Agent) for the Administrative Agent, the Revolving Agent, the Lead Arrangers and the Lenders and their respective Affiliates (taken as a whole) (and, if reasonably necessary, one local counsel in any relevant jurisdiction and, in the case event of an any actual or perceived conflict of interest where the Indemnified Person affected by such conflict informs the Lead Borrower of such conflict and thereafter retains its own counsel, of another firm of one additional counsel for such affected Indemnified PersonLenders (taken as a whole); (ii) [reserved]; (iii) pay and hold each Agent the Administrative Agent, the Revolving Agent, the Lead Arrangers and each Lender of the Lenders harmless from and against any and all Other Taxes with respect to the foregoing matters and save each hold the Administrative Agent, the Revolving Agent and each Lender 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 the Administrative Agent, the Revolving Agent or such Lender or the Lead ArrangerLender) to pay such Other Taxestaxes; and (iiiiv) indemnify each Agent and the Administrative Agent, the Revolving Agent, the Lead Arrangers, each Lender and each of their respective Affiliates, and the their respective officers, directors, employees, agentsadvisors, trustees, representatives and investment advisors of each of the foregoing agents (each, an “Indemnified Person”) from and hold each of them harmless from and against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, and documented expenses and disbursements (including reasonable attorneys’ and consultants’ limited in the case of legal fees and disbursementsexpenses to the reasonable and documented or invoiced fees, disbursements and other charges of one counsel for the Indemnified Persons (taken as a whole) (but excluding Taxes other than Taxes that represent liabilitiesand, obligationsin the case of an actual or perceived conflict of interest, lossesone additional counsel to the affected Indemnified Persons, damagestaken as a whole) and, penaltiesif reasonably necessary, actions, costs, expenses and disbursements arising from one local counsel in each relevant material jurisdiction (which may include a non-Tax claimsingle special counsel acting in multiple jurisdictions) incurred 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 claim, investigation, litigation or other proceeding (whether or not the Administrative Agent, the Revolving Agent, any Agent Lead Arranger or any Lender is a party thereto and whether or not such claim, investigation, litigation or other proceeding is brought by or on behalf of any Credit Loan Party, the Permitted Holders and their respective Affiliates and creditors and any other third person) related to the entering into and/or performance of this Agreement or Agreement, any other Credit Loan Document or the use of proceeds of any Term Loans hereunder or the consummation of the Transaction Transactions or any other transactions contemplated herein or in any other Credit Loan Document or the exercise of any of their rights or remedies provided herein or in the other Credit Loan Documents, or (b) the actual or alleged presence of Hazardous Materials of Environmental Concern in the Environment relating in any way to air, surface water or groundwater or on the surface or subsurface of any Real Property (i) currently owned, leased or operatedoperated by Holdings, at any time, by the Lead Borrower or any of its their Subsidiaries or (ii) formerly owned, leased, or operated by Holdings, the Borrower or any of their Subsidiaries if such presence of Materials of Environmental Concern was actually or allegedly caused by Holdings, the Borrower, or any of their Subsidiaries; , (c) the generation, storage, transportation, handlinghandling or disposal of Materials of Environmental Concern by Holdings, Release or threat of Release of Hazardous Materials by the Lead Borrower or any of its their Subsidiaries at any location, whether or not owned, leased or operated by Holdings, the Lead Borrower or any of its their Subsidiaries; , (d) the non-compliance non‑compliance by Holdings, the Lead Borrower or any of its their Subsidiaries with any Environmental Law (including applicable permits issued thereunder), or (e) applicable to any Real Property; related claim asserted against Holdings, the Borrower or any Environmental Claim asserted against the Lead Borrower, any of its their Subsidiaries or relating in any way to any Real Property at any time currently owned, leased or operated by Holdings, the Lead Borrower or any of its their Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the ; provided that no Indemnified Person (but excluding in each case will be indemnified for any lossesloss, liabilitiesclaim, claimsdamage, damages liability, cost or expenses (i) expense to the extent incurred by reason of it has resulted from (w) the gross negligence, bad faith or willful misconduct of the applicable Indemnified Person, any Affiliate of such Indemnified Person or any of their respective directorsits Affiliates, officers, directors, employees, representatives, agents, Affiliates, trustees or investment advisors, or agents (ii) to the extent incurred by reason of any material breach of the obligations of such Indemnified Person under this Agreement or the other Credit Documents (in the case of each of preceding clauses (i) and (ii), as determined by a court of competent jurisdiction in a final and non-appealable non‑appealable decision), (x) any settlement entered into by such Indemnified Person without the Borrower’s written consent (such consent not to be unreasonably withheld or delayed) (but if settled with the Borrower’s written consent or if there is a final judgment against such Indemnified Person in any such claim, investigation, litigation or other proceeding, such Indemnified Person will be indemnified in accordance with this Section 12.01), (y) a material breach of its obligations under this Agreement or any other Loan Document by such Indemnified Person or one of its Affiliates and their respective officers, directors, employees, advisors and agents (as determined in a final non‑appealable judgment of a court of competent jurisdiction) or (iiiz) any dispute between and among Indemnified Persons (other than a dispute involving claims against the Administrative Agent, the Revolving Agent or the Lead Arrangers or any other agent or co‑agent (if any) (and solely in the case of a co-agent, solely in connection with its syndication of the Term Facility and Revolving Facility) that do a court of competent jurisdiction has determined in a final and non‑appealable decision did not involve actions or arise from an act omissions of any Affiliate of Holdings or omission by any Borrower or of its Subsidiaries. None of the Guarantors Borrower, the Guarantors, the Administrative Agent, the Revolving Agent, the Lead Arrangers, any Lender, any Issuing Bank or any of their respective affiliates and is brought by an Affiliates or any other Indemnified Person shall be liable for any indirect, special, punitive, exemplary or consequential (other than claims against including lost profits) damages in connection with this Agreement, the Transactions, the Term Facility, the Revolving Facility or the use of proceeds therefrom; provided that nothing contained in this sentence shall limit the indemnity and reimbursement obligations set forth in this Section 12.01 of any Agent in its capacity as such or in its fulfilling such role)Loan Party. To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, the Revolving Agent, any Agent Issuing Bank or any Lender or other Indemnified Person set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Credit Parties Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. (b) No . For clarity, the term “Administrative Agent” as used in this Section 12.01 shall include the Administrative Agent acting in its capacity as Collateral Agent under the Loan Documents and any Auction Manager appointed pursuant to this Agreement. To the full extent permitted by applicable law, each of the Borrower, the Guarantors, the Administrative Agent, the Revolving Agent, the Lead Arrangers, any Lender, or any of their respective Affiliates or any other Indemnified Person shall not assert, and hereby waives, any claim against any Indemnified Person or any other Person party hereto or their respective Affiliates, on any theory of liability, for special, indirect, consequential (including lost profits), exemplary, 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 the use of the proceeds thereof. No Indemnified Person shall be responsible liable for any damages arising from the use by unintended recipients of any information or liable to any Credit Party or any other Person for (x) any determination made materials distributed by it pursuant to through telecommunications, electronic or other information transmission systems in connection with this Agreement or any the other Credit Document in Loan Documents or the absence of gross negligencetransactions contemplated hereby or thereby, bad faith or willful misconduct on except to the part extent the liability of such Indemnified Person results from such Indemnified Person’s gross negligence or willful misconduct (in each case, as determined by a court of competent jurisdiction in a final and non-appealable judgmentnon‑appealable decision). No Loan Party, (y) Permitted Holder nor any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems or (z) any indirect, special, exemplary, incidental, punitive or consequential damages (includingtheir respective Affiliates will, without limitationthe prior consent of the relevant Indemnified Person, settle, compromise, consent to the entry of any loss judgment in or otherwise seek to terminate any proceeding in respect of profits, business or anticipated savings) which indemnification may be alleged sought pursuant to this Section 12.01 (irrespective of whether such Indemnified Person is party thereto) unless such settlement, compromise, consent or termination (a) includes an unconditional release of each relevant Indemnified Person from all liability arising out of or directly and indirectly relating thereto and (b) does not include a statement as a result of this Agreement to the admission, fault or any other Credit Document culpability or the financing contemplated herebyfailure to act by such Indemnified Person.

Payment of Expenses, etc. (a) The Credit Parties hereby jointly and severally agree agree, from and after the Amendment and Restatement Effective Date, to: (i) if the Closing Date occurs, pay all reasonable invoiced and documented out-of-pocket costs and expenses of the Agents (includinglimited, without limitationin the case of legal expenses, to the reasonable fees and disbursements of one primary counsel to all Agents Agents, Lenders and Lenders Issuing Banks, taken as a whole, and, if reasonably necessary, one local counsel in any relevant jurisdiction and, in the case of an actual or perceived conflict of interest where the Indemnified Person (as defined below) affected by such conflict informs the Lead Borrower of such conflict and thereafter retains its own counsel, of another which may include a single firm of counsel for such affected Indemnified Person but excluding, other than as indicated under Section 13.01(a)(iiacting in multiple jurisdictions), Taxes other than Taxes that represent liabilities, obligations, losses, damages, penalties, actions, costs, expenses and disbursements arising from a non-Tax claim) in connection with (x) the preparation, execution execution, enforcement and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein, (y) the administration hereof and thereof and any amendment, waiver or consent relating hereto or thereto (whether or not effective), of the Agents in connection with ) and (z) their syndication efforts with respect to this Agreement Agreement; (ii) pay all reasonable invoiced out‑of‑pocket costs and expenses of the Agents Agents, each Issuing Bank and each Lender in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency Insolvency or bankruptcy proceedings Liquidation Proceedings (which shall be limited limited, in the case of legal expenses, to the reasonable fees and disbursements of one primary counsel to all Agents and Lenders (to be retained by the Agent Administrative Agent) to all Agents, Lenders and Issuing Banks, taken as a whole, and, if reasonably necessary, one local counsel in any relevant jurisdiction (which may include a single firm of counsel acting in multiple jurisdictions) and, in the case of an actual or perceived conflict of interest where the any Indemnified Person affected by such conflict informs the Lead Borrower of such conflict and thereafter retains its own counselconflict, of another a single additional firm of counsel in each relevant jurisdiction for such all similarly situated affected Indemnified PersonPersons); (ii) pay and hold each Agent and each Lender harmless from and against any and all Other Taxes with respect to the foregoing matters and save each Agent and each 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 Agent, such Lender or the Lead Arranger) to pay such Other Taxes; and (iii) indemnify each Agent Agent, each Issuing Bank and each Lender and their respective Affiliates, and the partners, shareholders, officers, directors, employees, agents, trustees, representatives and investment advisors of each of the foregoing foregoing, in each case, together with their respective successors and assigns (each, an “Indemnified Person”) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) (but excluding Taxes other than Taxes that represent liabilities, obligations, losses, damages, penalties, actions, costs, expenses and disbursements arising from a non-Tax claim) incurred 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 any Agent Agent, any Issuing Bank or any Lender is a party thereto 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 proceeds of any Term Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein or in any other Credit Document 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 Environment relating in any way to any Real Property owned, leased or operated, at any time, by the Lead Borrower Holdings or any of its Subsidiaries; the generation, storage, transportation, handling, Release or threat of Release of Hazardous Materials by the Lead Borrower Holdings or any of its Subsidiaries at any location, whether or not owned, leased or operated by the Lead Borrower Holdings or any of its Subsidiaries; the non-compliance by the Lead Borrower Holdings or any of its Subsidiaries with any Environmental Law (including applicable permits thereunder) applicable to any Real Property; or any Environmental Claim asserted against the Lead Borroweror liability under Environmental Laws relating in any way to Holdings, any of its Subsidiaries or relating in any way to any Real Property at any time owned, leased or operated by the Lead Borrower Holdings or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Indemnified Person (but excluding in each case (and each Indemnified Person, by accepting the benefits hereof, agrees to promptly refund or return any indemnity received hereunder to the extent it is later determined by a final, non‑appealable judgment of a court of competent jurisdiction that such Indemnified Person is not entitled thereto) any losses, liabilities, claims, damages or expenses (i) to the extent incurred by reason of the gross negligence, bad faith or willful misconduct of the applicable Indemnified Person, any Affiliate of such Indemnified Person or any of their respective directors, officers, employees, representatives, agents, Affiliates, trustees or investment advisors, (ii) to the extent incurred by reason of any material breach of the obligations of such Indemnified Person under this Agreement or the other Credit Documents (in the case of each of the preceding clauses (i) and (ii), as determined by a court of competent jurisdiction in a final and non-appealable decision) or (iii) that do not involve or arise from an act or omission by any Borrower or the Guarantors Credit Party or any of their respective affiliates and is brought by an Indemnified Person against another Indemnified Person (other than claims against any Agent solely in its capacity as such or in its fulfilling such role)). To the extent that the undertaking to indemnify, pay or hold harmless any Agent Agent, any Issuing Bank or any Lender or other Indemnified Person set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Credit Parties shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. (b) No Agent or any Indemnified Person shall be responsible or liable to any Credit Party or any other Person for (x) any determination made by it pursuant to this Agreement or any other Credit Document in the absence of gross negligence, bad faith or willful misconduct on the part of such Indemnified Person (in each case, as determined by a court of competent jurisdiction in a final and non-appealable judgment), ) or (y) any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems systems. (c) No party hereto (and no Indemnified Person or any Subsidiary or Affiliate of Holdings) shall be responsible to any other party hereto (zor any Indemnified Person or any Subsidiary or Affiliate of Holdings) for any indirect, special, exemplary, incidental, punitive or consequential damages (including, without limitation, any loss of profits, business or anticipated savings) which may be alleged as a result of this Agreement or any other Credit Document or the financing contemplated hereby; provided that nothing in this Section 13.01(c) shall limit the Credit Parties’ indemnity obligations to the extent that such indirect, special, punitive or consequential damages are included in any claim by a third party unaffiliated with any Indemnified Person with respect to which the applicable Indemnified Person is entitled to indemnification under Section 13.01(a).

Payment of Expenses, etc. Each Credit Party agrees to pay (aor reimburse the Administrative Agent, the Lead Arrangers, the Lenders or their Affiliates, as the case may be) The Credit Parties hereby jointly and severally agree toall of the following: (i) if whether or not the Closing Date occurstransactions contemplated hereby are consummated, pay for all reasonable and invoiced out-of-pocket costs and expenses of the Agents (including, without limitation, the reasonable fees Administrative Agent and disbursements of one primary counsel to all Agents and Lenders and, if reasonably necessary, one local counsel in any relevant jurisdiction and, in the case of an actual or perceived conflict of interest where the Indemnified Person (as defined below) affected by such conflict informs the Lead Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnified Person but excluding, other than as indicated under Section 13.01(a)(ii), Taxes other than Taxes that represent liabilities, obligations, losses, damages, penalties, actions, costs, expenses and disbursements arising from a non-Tax claim) Arrangers in connection with the negotiation, preparation, syndication, administration and execution and delivery of this Agreement and the other Credit Loan Documents and the documents and instruments referred to herein therein and thereinthe syndication of the Commitments, including without limitation all out-of-pocket expenses and legal fees of counsel to the Administrative Agent and the Lead Arrangers (limited, in the case of legal fees and expenses, to the reasonable and documented fees, disbursements and other charges of one counsel for the Administrative Agent, the administration hereof Lead Arrangers and thereof the Lenders, taken as a whole, and, if necessary, one special counsel and one firm of local counsel in each relevant material jurisdiction for the Administrative Agent, the Lead Arrangers and the Lenders, taken as a whole (and the in case of an actual or reasonably perceived conflict of interest, one additional conflicts counsel for the affected Persons, taken as a whole)); (ii) all reasonable and invoiced out-of-pocket costs and expenses of the Administrative Agent and the Lead Arrangers in connection with any amendment, waiver or consent relating hereto or thereto (whether or not effective), to any of the Agents Loan Documents, including all out-of-pocket expenses and legal fees of counsel (limited, in connection with their syndication efforts with respect the case of legal fees and expenses, to this Agreement the reasonable and documented fees, disbursements and other charges of one counsel for the Administrative Agent, the Lead Arrangers and the Lenders, taken as a whole, and, if necessary, one special counsel and one firm of local counsel in each relevant material jurisdiction for the Administrative Agent, the Lead Arrangers and the Lenders, taken as a whole (and the in case of an actual or reasonably perceived conflict of interest, one additional conflicts counsel for the affected Persons, taken as a whole)); (iii) all reasonable, invoiced out-of-pocket costs and expenses of the Agents Administrative Agent, the Lenders and each Lender their Affiliates in connection with the enforcement of this Agreement and any of the Loan Documents or the other Credit Documents and the documents and instruments referred to herein therein, including the reasonable and therein or in connection with invoiced fees and disbursements of 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 (which shall be limited to one primary individual counsel to all Agents the Administrative Agent and Lenders to be retained by the Agent and, if reasonably necessary, one local counsel in any relevant jurisdiction and, in the case of an actual or perceived conflict of interest where the Indemnified Person affected by such conflict informs the Lead Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnified Person)Lender; (iiiv) pay and hold each Agent and each Lender harmless from and against any and all Other Taxes present and future stamp and other similar taxes with respect to the foregoing matters and save each the Administrative Agent and each Lender 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 any such Agent, such Lender or the Lead Arrangerindemnified Person) to pay such Other Taxestaxes; (v) all the actual, reasonable and (iii) indemnify each Agent documented costs and each Lender expenses of creating and their respective Affiliates, and the officers, directors, employees, agents, trustees, representatives and investment advisors of each perfecting Liens in favor of the foregoing (eachAdministrative Agent, an “Indemnified Person”) from for the benefit of Secured Creditors, including filing and hold each of them harmless against any recording fees, expenses and all liabilitiesamounts owed pursuant to Article III, obligations (including removal or remedial actions)search fees, losses, damages, penalties, claims, actions, judgments, suits, coststitle insurance premiums and reasonable and documented fees, expenses and disbursements of counsel to the Administrative Agent and of counsel providing any opinions that the Administrative Agent or the Required Lenders may request in respect of the Collateral or the Liens created pursuant to the Security Documents (including reasonable attorneys’ and consultants’ limited, in the case of legal fees and disbursementsexpenses, to the reasonable and documented fees, disbursements and other charges of one counsel for the Administrative Agent and the Lenders, taken as a whole, and, if necessary, one special counsel and one firm of local counsel in each relevant material jurisdiction for the Administrative Agent and the Lenders, taken as a whole (and the in case of an actual or reasonably perceived conflict of interest, one additional conflicts counsel for the affected Persons, taken as a whole)); (vi) (but excluding Taxes other than Taxes that represent liabilitiesall the actual, obligations, losses, damages, penalties, actions, costsreasonable and documented out-of-pocket costs and fees, expenses and disbursements arising from a non-Tax claim) incurred 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 any Agent or any Lender is a party thereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Partyexternal auditors, accountants, consultants or appraisers; and (vii) related to all the entering into and/or performance actual, reasonable and documented out-of-pocket costs and expenses (including the reasonable and documented fees, expenses and disbursements of this Agreement or any other Credit Document or the proceeds external counsel and of any Term Loans hereunder external appraisers, consultants, advisors and agents employed or retained by the consummation of Administrative Agent and its counsel) in connection with the Transaction custody or any other transactions contemplated herein or in any other Credit Document or the exercise preservation 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 Environment relating in any way to any Real Property owned, leased or operated, at any time, by the Lead Borrower or any of its Subsidiaries; the generation, storage, transportation, handling, Release or threat of Release of Hazardous Materials by the Lead Borrower or any of its Subsidiaries at any location, whether or not owned, leased or operated by the Lead Borrower or any of its Subsidiaries; the non-compliance by the Lead Borrower or any of its Subsidiaries with any Environmental Law (including applicable permits thereunder) applicable to any Real Property; or any Environmental Claim asserted against the Lead Borrower, any of its Subsidiaries or relating in any way to any Real Property at any time owned, leased or operated by the Lead Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Indemnified Person (but excluding in each case any losses, liabilities, claims, damages or expenses (i) to the extent incurred by reason of the gross negligence, bad faith or willful misconduct of the applicable Indemnified Person, any Affiliate of such Indemnified Person or any of their respective directors, officers, employees, representatives, agents, Affiliates, trustees or investment advisors, (ii) to the extent incurred by reason of any material breach of the obligations of such Indemnified Person under this Agreement or the other Credit Documents (in the case of each of preceding clauses (i) and (ii), as determined by a court of competent jurisdiction in a final and non-appealable decision) or (iii) that do not involve or arise from an act or omission by any Borrower or the Guarantors or any of their respective affiliates and is brought by an Indemnified Person (other than claims against any Agent in its capacity as such or in its fulfilling such role). To the extent that the undertaking to indemnify, pay or hold harmless any Agent or any Lender or other Indemnified Person set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Credit Parties shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable lawCollateral. (b) No Agent or any Indemnified Person shall be responsible or liable to any Credit Party or any other Person for (x) any determination made by it pursuant to this Agreement or any other Credit Document in the absence of gross negligence, bad faith or willful misconduct on the part of such Indemnified Person (in each case, as determined by a court of competent jurisdiction in a final and non-appealable judgment), (y) any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems or (z) any indirect, special, exemplary, incidental, punitive or consequential damages (including, without limitation, any loss of profits, business or anticipated savings) which may be alleged as a result of this Agreement or any other Credit Document or the financing contemplated hereby.

Payment of Expenses, etc. (a) The Credit Parties hereby jointly and severally agree agree, from and after the Closing Date, to: (i) if the Closing Date occurs, pay all reasonable invoiced out-of-pocket costs and expenses of the Agents (includinglimited, without limitationin the case of legal expenses, to the reasonable fees and disbursements of one primary counsel to all Agents and Lenders and, if reasonably necessary, one local counsel in any relevant jurisdiction and, in the case of an actual or perceived conflict of interest where the Indemnified Person (as defined below) affected by such conflict informs the Lead Borrower of such conflict and thereafter retains its own counsel, of another which may include a single firm of counsel for such affected Indemnified Person but excluding, other than as indicated under Section 13.01(a)(iiacting in multiple jurisdictions), Taxes other than Taxes that represent liabilities, obligations, losses, damages, penalties, actions, costs, expenses and disbursements arising from a non-Tax claim) in connection with (x) the preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein, (y) the administration hereof and thereof and any amendment, waiver or consent relating hereto or thereto (whether or not effective), of the Agents in connection with ) and (z) their syndication efforts with respect to this Agreement Agreement; (ii) pay all reasonable invoiced out-of-pocket costs and expenses of the Agents and each Lender in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (which shall be limited limited, in the case of legal expenses, to one primary counsel to all Agents and Lenders to be retained by the Administrative Agent and, if reasonably necessary, one local counsel in any relevant jurisdiction (which may include a single firm of counsel acting in multiple jurisdictions) and, in the case of an actual or perceived conflict of interest where the any Indemnified Person affected by such conflict informs the Lead Borrower of such conflict and thereafter retains its own counselconflict, of another a single additional firm of counsel for such all similarly situated affected Indemnified PersonPersons); (iiiii) pay and hold each Agent and each Lender harmless from and against any and all Other Taxes with respect to the foregoing matters and save each Agent and each 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 Agent, such Lender or the Lead Arranger) to pay such Other Taxes; and (iiiiv) indemnify each Agent and each Lender and their respective Affiliates, and the officers, directors, employees, agents, trustees, representatives and investment advisors of each of the foregoing (each, an “Indemnified Person”) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) (but excluding Taxes other than Taxes that represent liabilities, obligations, losses, damages, penalties, actions, costs, expenses and disbursements arising from a non-Tax claim) incurred 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 any Agent or any Lender is a party thereto 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 proceeds of any Term Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein or in any other Credit Document 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 Environment relating in any way to any Real Property owned, leased or operated, at any time, by the Lead Borrower or any of its Subsidiaries; the generation, storage, transportation, handling, Release or threat of Release of Hazardous Materials by the Lead Borrower or any of its Subsidiaries at any location, whether or not owned, leased or operated by the Lead Borrower or any of its Subsidiaries; the non-compliance by the Lead Borrower or any of its Subsidiaries with any Environmental Law (including applicable permits thereunder) applicable to any Real Property; or any Environmental Claim asserted against the Lead Borrower, any of its Subsidiaries or relating in any way to any Real Property at any time owned, leased or operated by the Lead Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Indemnified Person (but excluding in each case (and each Indemnified Person, by accepting the benefits hereof, agrees to promptly refund or return any indemnity received hereunder to the extent it is later determined by a final, non-appealable judgment of a court of competent jurisdiction that such Indemnified Person is not entitled thereto) any losses, liabilities, claims, damages or expenses (i) to the extent incurred by reason of the gross negligence, bad faith or willful misconduct of the applicable Indemnified Person, any Affiliate of such Indemnified Person or any of their respective directors, officers, employees, representatives, agents, Affiliates, trustees or investment advisors, (ii) to the extent incurred by reason of any material breach of the obligations of such Indemnified Person under this Agreement or the other Credit Documents (in the case of each of preceding clauses (i) and (ii), as determined by a court of competent jurisdiction in a final and non-appealable decision) or (iii) that do not involve or arise from an act or omission by any the Borrower or the Guarantors or any of their respective affiliates and is brought by an Indemnified Person (other than claims against any Agent solely in its capacity as such or in its fulfilling such role)). To the extent that the undertaking to indemnify, pay or hold harmless any Agent or any Lender or other Indemnified Person set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Credit Parties shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. (b) No Agent or any Indemnified Person shall be responsible or liable to any Credit Party or any other Person for (x) any determination made by it pursuant to this Agreement or any other Credit Document in the absence of gross negligence, bad faith or willful misconduct on the part of such Indemnified Person (in each case, as determined by a court of competent jurisdiction in a final and non-appealable judgment), ) or (y) any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems systems. (c) No party hereto (and no Indemnified Person or any Subsidiary or Affiliate of Holdings or the Borrower) shall be responsible to any other party hereto (zor any Indemnified Person or any Subsidiary or Affiliate of Holdings or the Borrower) for any indirect, special, exemplary, incidental, punitive or consequential damages (including, without limitation, any loss of profits, business or anticipated savings) which may be alleged as a result of this Agreement or any other Credit Document or the financing contemplated hereby; provided that nothing in this Section 13.01(c) shall limit the Credit Parties’ indemnity obligations to the extent that such indirect, special, punitive or consequential damages are included in any claim by a third party unaffiliated with any Indemnified Person with respect to which the applicable Indemnified Person is entitled to indemnification under Section 13.01(a).

Payment of Expenses, etc. (a) The Credit Parties hereby jointly and severally agree agree, from and after the Closing Date, to: (i) if the Closing Date occurs, pay all reasonable invoiced and documented out-of-pocket costs and expenses of the Agents (includinglimited, without limitationin the case of legal expenses, to the reasonable fees and disbursements of one primary counsel to all Agents Agents, Lenders and Lenders Issuing Banks, taken as a whole, and, if reasonably necessary, one local counsel in any relevant jurisdiction and, in the case of an actual or perceived conflict of interest where the Indemnified Person (as defined below) affected by such conflict informs the Lead Borrower of such conflict and thereafter retains its own counsel, of another which may include a single firm of counsel for such affected Indemnified Person but excluding, other than as indicated under Section 13.01(a)(iiacting in multiple jurisdictions), Taxes other than Taxes that represent liabilities, obligations, losses, damages, penalties, actions, costs, expenses and disbursements arising from a non-Tax claim) in connection with (x) the preparation, execution execution, enforcement and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein, (y) the administration hereof and thereof and any amendment, waiver or consent relating hereto or thereto (whether or not effective), of the Agents in connection with ) and (z) their syndication efforts with respect to this Agreement Agreement; (ii) pay all reasonable invoiced out-of-pocket costs and expenses of the Agents Agents, each Issuing Bank and each Lender in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency Insolvency or bankruptcy proceedings Liquidation Proceedings (which shall be limited limited, in the case of legal expenses, to the reasonable fees and disbursements of one primary counsel to all Agents and Lenders (to be retained by the Agent Administrative Agent) to all Agents, Lenders and Issuing Banks, taken as a whole, and, if reasonably necessary, one local counsel in any relevant jurisdiction (which may include a single firm of counsel acting in multiple jurisdictions) and, in the case of an actual or perceived conflict of interest where the any Indemnified Person affected by such conflict informs the Lead Borrower of such conflict and thereafter retains its own counselconflict, of another a single additional firm of counsel in each relevant jurisdiction for such all similarly situated affected Indemnified PersonPersons); (ii) pay and hold each Agent and each Lender harmless from and against any and all Other Taxes with respect to the foregoing matters and save each Agent and each 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 Agent, such Lender or the Lead Arranger) to pay such Other Taxes; and (iii) indemnify each Agent Agent, each Issuing Bank and each Lender and their respective Affiliates, and the partners, shareholders, officers, directors, employees, agents, trustees, representatives and investment advisors of each of the foregoing foregoing, in each case, together with their respective successors and assigns (each, an “Indemnified Person”) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) (but excluding Taxes other than Taxes that represent liabilities, obligations, losses, damages, penalties, actions, costs, expenses and disbursements arising from a non-Tax claim) incurred 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 any Agent Agent, any Issuing Bank or any Lender is a party thereto 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 proceeds of any Term Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein or in any other Credit Document 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 Environment relating in any way to any Real Property owned, leased or operated, at any time, by the Lead Borrower Holdings or any of its Subsidiaries; the generation, storage, transportation, handling, Release or threat of Release of Hazardous Materials by the Lead Borrower Holdings or any of its Subsidiaries at any location, whether or not owned, leased or operated by the Lead Borrower Holdings or any of its Subsidiaries; the non-compliance by the Lead Borrower Holdings or any of its Subsidiaries with any Environmental Law (including applicable permits thereunder) applicable to any Real Property; or any Environmental Claim asserted against the Lead Borroweror liability under Environmental Laws relating in any way to Holdings, any of its Subsidiaries or relating in any way to any Real Property at any time owned, leased or operated by the Lead Borrower Holdings or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Indemnified Person (but excluding in each case (and each Indemnified Person, by accepting the benefits hereof, agrees to promptly refund or return any indemnity received hereunder to the extent it is later determined by a final, non-appealable judgment of a court of competent jurisdiction that such Indemnified Person is not entitled thereto) any losses, liabilities, claims, damages or expenses (i) to the extent incurred by reason of the gross negligence, bad faith or willful misconduct of the applicable Indemnified Person, any Affiliate of such Indemnified Person or any of their respective directors, officers, employees, representatives, agents, Affiliates, trustees or investment advisors, (ii) to the extent incurred by reason of any material breach of the obligations of such Indemnified Person under this Agreement or the other Credit Documents (in the case of each of the preceding clauses (i) and (ii), as determined by a court of competent jurisdiction in a final and non-appealable decision) or (iii) that do not involve or arise from an act or omission by any Borrower or the Guarantors Credit Party or any of their respective affiliates and is brought by an Indemnified Person against another Indemnified Person (other than claims against any Agent solely in its capacity as such or in its fulfilling such role)). To the extent that the undertaking to indemnify, pay or hold harmless any Agent Agent, any Issuing Bank or any Lender or other Indemnified Person set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Credit Parties shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. (b) No Agent or any Indemnified Person shall be responsible or liable to any Credit Party or any other Person for (x) any determination made by it pursuant to this Agreement or any other Credit Document in the absence of gross negligence, bad faith or willful misconduct on the part of such Indemnified Person (in each case, as determined by a court of competent jurisdiction in a final and non-appealable judgment), ) or (y) any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems systems. (c) No party hereto (and no Indemnified Person or any Subsidiary or Affiliate of Holdings) shall be responsible to any other party hereto (zor any Indemnified Person or any Subsidiary or Affiliate of Holdings) for any indirect, special, exemplary, incidental, punitive or consequential damages (including, without limitation, any loss of profits, business or anticipated savings) which may be alleged as a result of this Agreement or any other Credit Document or the financing contemplated hereby; provided that nothing in this Section 13.01(c) shall limit the Credit Parties’ indemnity obligations to the extent that such indirect, special, punitive or consequential damages are included in any claim by a third party unaffiliated with any Indemnified Person with respect to which the applicable Indemnified Person is entitled to indemnification under Section 13.01(a).

Payment of Expenses, etc. (a) The Credit Parties Borrower hereby jointly and severally agree agrees to: (i) if whether or not the Closing Date occurstransactions herein contemplated are consummated, pay all reasonable invoiced and documented out-of-pocket costs and expenses of the Agents Administrative Agent and the Lead Arrangers (including, without limitation, the reasonable fees and disbursements of one primary counsel to all Agents and Lenders White & Case LLP and, if reasonably necessary, one local counsel in any relevant applicable jurisdiction and, in the case of an actual or perceived conflict of interest where the Indemnified Person (as defined below) affected by such conflict informs the Lead Borrower of such conflict and thereafter retains its own one regulatory counsel, of another firm of counsel for such affected Indemnified Person but excluding, other than as indicated under Section 13.01(a)(ii), Taxes other than Taxes that represent liabilities, obligations, losses, damages, penalties, actions, costs, expenses and disbursements arising from a non-Tax claim) in connection with the preparation, execution execution, delivery and delivery administration of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein, the administration hereof and thereof therein and any amendment, waiver or consent relating hereto or thereto (whether or not effective)thereto, of the Agents Administrative Agent, the Lead Arrangers and their respective Affiliates in connection with its or their syndication efforts with respect to this Agreement and of the Agents Administrative Agent, of each Issuing Lender and the Swingline Lender in connection with the Back-Stop Arrangements entered into by such Persons and, after the occurrence of an Event of Default, for the period during which such Event of Default is continuing, the Administrative Agent, each Lender of the Issuing Lenders and Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement therein; provided, however, that in the nature absence of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (which conflicts, reimbursement of legal fees and disbursements shall be limited to the reasonable fees and disbursements of one primary counsel to all Agents (and Lenders to be retained by the Agent and, if reasonably necessary, one local counsel in any each relevant jurisdiction and, in the case of an actual or perceived conflict of interest where the Indemnified Person affected by such conflict informs the Lead Borrower of such conflict and thereafter retains its own one regulatory counsel, of another firm of if applicable) for the Administrative Agent, the Issuing Lenders and the Lenders, such counsel for such affected Indemnified Person)to be selected by the Administrative Agent; (ii) pay and hold the Administrative Agent, each Agent of the Issuing Lenders and each Lender of the Lenders harmless from and against any and all Other Taxes present and future stamp, excise and other similar documentary taxes with respect to the foregoing matters and save the Administrative Agent, each Agent of the Issuing Lenders and each Lender 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 the Administrative Agent, such Issuing Lender or the Lead Arrangersuch Lender) to pay such Other Taxestaxes; and (iii) indemnify the Administrative Agent, each Agent Issuing Lender, each Lead Arranger and each Lender Lender, and each of their respective Affiliates, and the officers, directors, employees, agentsand affiliates, trustees, representatives and investment advisors of each of the foregoing (each, an “Indemnified Person”) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) (but excluding Taxes other than Taxes that represent liabilities, obligations, losses, damages, penalties, actions, costs, expenses and disbursements arising from a non-Tax claim) incurred 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, any Agent Issuing Lender, any Lead Arranger or any Lender is a party thereto 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 Term Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein or in any other Credit Document 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 Environment relating in any way to air, surface water or groundwater or on the surface or subsurface of any Real Property at any time owned, leased or operated, at any time, operated by the Lead Borrower Holdings or any of its Subsidiaries; , the generation, storage, transportation, handling, Release handling or threat of Release disposal of Hazardous Materials by the Lead Borrower Holdings or any of its Subsidiaries at any location, whether or not owned, leased or operated by the Lead Borrower Holdings or any of its Subsidiaries; , the non-compliance by the Lead Borrower Holdings or any of its Subsidiaries with any Environmental Law (including applicable permits thereunder) applicable to any Real Property; , or any Environmental Claim asserted against the Lead BorrowerLiability of Holdings, any of its Subsidiaries or relating in any way to any Real Property at any time owned, leased or operated by the Lead Borrower Holdings or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Indemnified Person proceeding (but excluding in each case any losses, liabilities, claims, damages or expenses (i) to the extent incurred by reason of the gross negligence, bad faith or willful misconduct of the applicable Indemnified Person, any Affiliate of such Indemnified Person or any of their respective directors, officers, employees, representatives, agents, Affiliates, trustees or investment advisors, to be indemnified (ii) to the extent incurred by reason of any material breach of the obligations of such Indemnified Person under this Agreement or the other Credit Documents (in the case of each of preceding clauses (i) and (ii), as determined by a court of competent jurisdiction in a final and non-appealable decision) or (iii) that do not involve or arise from an act or omission by any Borrower or the Guarantors or any of their respective affiliates and is brought by an Indemnified Person (other than claims against any Agent in its capacity as such or in its fulfilling such role)). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, any Agent Issuing Lender, any Lead Arranger or any Lender or other Indemnified Person set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Credit Parties Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. (b) No Agent To the full extent permitted by applicable law, each of Holdings and the Borrower shall not assert, and hereby waives, any claim against any Indemnified Person, on any theory of liability, for special, indirect, consequential or incidental damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof. No Indemnified Person shall be responsible liable for any damages arising from the use by unintended recipients of any information or liable to any Credit Party or any other Person for (x) any determination made materials distributed by it pursuant to through telecommunications, electronic or other information transmission systems in connection with this Agreement or any the other Credit Document in Documents or the absence transactions contemplated hereby or thereby, except to the extent the liability of such Indemnified Person results from such Indemnified Person’s gross negligence, bad faith or willful misconduct on the part of such Indemnified Person (in each case, as determined by a court of competent jurisdiction in a final and non-appealable judgmentdecision), (y) any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems or (z) any indirect, special, exemplary, incidental, punitive or consequential damages (including, without limitation, any loss of profits, business or anticipated savings) which may be alleged as a result of this Agreement or any other Credit Document or the financing contemplated hereby.

Payment of Expenses, etc. (a) The Credit Parties hereby jointly and severally agree to: (i) if the Closing Date occurs, pay all reasonable invoiced and documented out-of-pocket costs and expenses (A) of the Agents and the Joint Lead Arrangers and Issuing Banks (includingwithout duplication) limited, without limitationin the case of legal fees, to the reasonable fees and disbursements of one primary counsel to all Agents in each of the U.S., Canada, the U.K. and Lenders the Netherlands, and, if reasonably necessary, one local counsel in any relevant jurisdiction and, and an additional counsel in the case of an actual or perceived conflict of interest where the Indemnified Person (as defined below) affected by such conflict informs the Lead Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnified Person but excluding, other than as indicated under Section 13.01(a)(ii), Taxes other than Taxes that represent liabilities, obligations, losses, damages, penalties, actions, costs, expenses and disbursements arising from a non-Tax claimconflicts) in connection with the preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein, the administration hereof and thereof and any amendment, waiver or consent relating hereto or thereto (whether or not effective), (B) of the Agents and the Joint Lead Arrangers (without duplication) in connection with their syndication efforts with respect to this Agreement and Agreement, (C) of the Agents and each Lender in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings and (which shall be limited to one primary counsel to all D) of the Agents in connection with Collateral monitoring, Collateral reviews and Lenders to be retained by the Agent andAppraisals and Field Examinations (limited, if reasonably necessary, one local counsel as set forth in any relevant jurisdiction and, in the case of an actual or perceived conflict of interest where the Indemnified Person affected by such conflict informs the Lead Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnified PersonSection 8.15); and (ii) pay and hold indemnify each Agent and each Lender harmless from and against any and all Other Taxes with respect to the foregoing matters and save each Agent and each 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 Agent, such Lender or the each Joint Lead Arranger) to pay such Other Taxes; and (iii) indemnify , each Agent and Lender, each Lender Issuing Bank and their respective AffiliatesAffiliates and branches, and the officers, directors, employees, controlling persons, agents, trustees, advisors and other representatives and investment advisors of each of the foregoing (each, an “Indemnified Person”) from and hold each of them harmless against any and all liabilities, obligations liabilities (including removal or remedial actionsEnvironmental Liabilities), losses, damages, penaltiesclaims and expenses to which any such Indemnified Person may become subject, claimsin each case arising out of or in connection with (w) any claim, actionslitigation, judgmentsinvestigation or proceeding relating to the Credit Documents, suits(x) any use or proposed use of proceeds hereunder and any of the other transactions contemplated hereby and (y) to reimburse each such Indemnified Person upon demand for any reasonable and documented fees, costsdisbursements and other charges of counsel (limited to one firm of counsel for all Indemnified Persons (and, expenses in the case of an actual or perceived conflict of interest where the Indemnified Person affected by such conflict has retained its own counsel, another firm of counsel for such affected Indemnified Person) and, to the extent required, one firm of local counsel in each relevant jurisdiction for all Indemnified Persons) incurred in connection with investigating or defending any of the foregoing (collectively, the “Indemnified Liabilities”); provided that the foregoing indemnity will not, as to any Indemnified Person, apply to liabilities, losses, damages, claims and disbursements expense to the extent that (including reasonable attorneys’ x) such liability, loss, damage, claim or expense resulted from the gross negligence, willful misconduct or bad faith of such Indemnified Person, any Affiliate or branch of such Indemnified Person or any of their respective officers, directors, employees, controlling persons, agents, advisors and consultants’ fees other representatives, as determined by a court of competent jurisdiction in a final and disbursementsnon-appealable decision, (y) in the case of any claim, litigation, investigation or proceeding initiated by the Company or one of its Subsidiaries against any Agent, any Joint Lead Arranger, any Lender or any Issuing Bank, such liability, loss, damage, claim or expense resulted from a breach by such Agent, such Joint Lead Arranger, such Lender or Issuing Bank, as applicable, or its Affiliates or any of its or their respective officers, directors, employees, controlling persons, agents, advisors and other representatives of the obligations of such Agent, such Joint Lead Arranger, such Lender or such Issuing Bank, as applicable, hereunder as determined by a court of competent jurisdiction in a final and non-appealable decision or (but excluding z) such liability, loss, damage, claim or expense resulted from any claim, investigation, litigation or proceeding solely between and among Indemnified Persons and not arising from any act or omission by the Company or any of its Affiliates; provided that the Agents, the Joint Lead Arrangers and the Issuing Banks to the extent fulfilling their respective roles as an Agent, Joint Lead Arranger or Issuing Bank hereunder and in their capacities as such, shall remain indemnified in such claim, investigation, litigation or proceeding to the extent the exception set forth in clause (x) of the immediately preceding proviso does not apply to such Person at such time. For the avoidance of doubt, this Section 12.01(a)(ii) shall not apply to any Taxes other than Taxes that represent liabilities, obligations, losses, damages, penalties, actions, costs, expenses and disbursements arising from a non-Tax claim) incurred 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 any Agent or any Lender is a party thereto 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 proceeds of any Term Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein or in any other Credit Document 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 Environment relating in any way to any Real Property owned, leased or operated, at any time, by the Lead Borrower or any of its Subsidiaries; the generation, storage, transportation, handling, Release or threat of Release of Hazardous Materials by the Lead Borrower or any of its Subsidiaries at any location, whether or not owned, leased or operated by the Lead Borrower or any of its Subsidiaries; the non-compliance by the Lead Borrower or any of its Subsidiaries with any Environmental Law (including applicable permits thereunder) applicable to any Real Property; or any Environmental Claim asserted against the Lead Borrower, any of its Subsidiaries or relating in any way to any Real Property at any time owned, leased or operated by the Lead Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Indemnified Person (but excluding in each case any losses, liabilities, claims, damages or expenses (i) to the extent incurred by reason of the gross negligence, bad faith or willful misconduct of the applicable Indemnified Person, any Affiliate of such Indemnified Person or any of their respective directors, officers, employees, representatives, agents, Affiliates, trustees or investment advisors, (ii) to the extent incurred by reason of any material breach of the obligations of such Indemnified Person under this Agreement or the other Credit Documents (in the case of each of preceding clauses (i) and (ii), as determined by a court of competent jurisdiction in a final and non-appealable decision) or (iii) that do not involve or arise from an act or omission by any Borrower or the Guarantors or any of their respective affiliates and is brought by an Indemnified Person (other than claims against any Agent in its capacity as such or in its fulfilling such role). To the extent that the undertaking to indemnify, pay or hold harmless any Agent or any Lender or other Indemnified Person set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Credit Parties shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. (bi) No Agent or any Indemnified Person shall be responsible or liable to any Credit Party or any other Person for (x) any determination made damages arising from the use by it pursuant to this Agreement others of information or any other Credit Document materials obtained through electronic, telecommunications or other information transmission systems, in each case, in the absence of gross negligence, willful misconduct or bad faith or willful misconduct on the part of such Agent or Indemnified Person (in each case, as determined by a court of competent jurisdiction in a final and non-appealable judgment)) and (ii) no Agent, (y) Indemnified Person or Credit Party or any damages arising from the use by others of information Subsidiary or other materials obtained through electronic, telecommunications or other information transmission systems or (z) Affiliate thereof shall be liable for any indirect, special, exemplary, incidental, punitive or consequential damages (including, without limitation, any loss of profits, business or anticipated savings) which may be alleged as a result of this Agreement or any other Credit Document or the financing contemplated hereby; provided that nothing in this clause (b)(ii) shall limit the Credit Parties’ indemnification obligations pursuant to clause (a) above to the extent such indirect, special, punitive or consequential damages are included in any third party claim in connection with which such Indemnified Person is entitled to indemnification under clause (a) above.

Payment of Expenses, etc. (a) The Credit Parties hereby jointly and severally agree to: (i) if the Closing Date occurs, pay all reasonable invoiced out-of-pocket costs and expenses of the Agents Agents, Lenders and Issuing Banks (including, without limitation, the reasonable fees and disbursements of one primary counsel to all Agents Agents, Lenders and Lenders Issuing Banks and, if reasonably necessary, one local counsel in any relevant jurisdiction and, in the case of an actual or perceived conflict of interest where the Indemnified Person (as defined below) affected by such conflict informs the Lead Borrower you of such conflict and thereafter thereafter, retains its own counsel, of another firm of counsel for such affected Indemnified Person but excluding, other than as indicated under Section 13.01(a)(ii), Taxes other than Taxes that represent liabilities, obligations, losses, damages, penalties, actions, costs, expenses and disbursements arising from a non-Tax claim) in connection with the preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein, the administration hereof and thereof and any amendment, waiver or consent relating hereto or thereto (whether or not effective), of the Agents in connection with their syndication efforts with respect to this Agreement and of the Agents Agents, each Issuing Bank and each Lender in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (which shall be limited to one primary counsel to all Agents Agents, Issuing Banks and Lenders to be retained by the Agent and, if reasonably necessary, one local counsel in any relevant jurisdiction and, in the case of an actual or perceived conflict of interest where the Indemnified Person affected by such conflict informs the Lead Borrower you of such conflict and thereafter thereafter, retains its own counsel, of another firm of counsel for such affected Indemnified Person); (ii) pay and hold each Agent Agent, each Lender and each Lender Issuing Bank harmless from and against any and all Other Taxes with respect to the foregoing matters and save each Agent Agent, each Issuing Bank and each 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 Agent, such Lender or the Lead Arrangersuch Issuing Bank) to pay such Other Taxes; and (iii) indemnify each Agent and Agent, each Lender Lender, each Issuing Bank and their respective Affiliates, and the officers, directors, employees, agents, trustees, representatives and investment advisors of each of the foregoing (each, an “Indemnified Person”) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) (but excluding Taxes other than Taxes that represent liabilities, obligations, losses, damages, penalties, actions, costs, expenses and disbursements arising from a non-Tax claim) incurred 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 any Agent Agent, any Issuing Bank or any Lender is a party thereto 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 proceeds of any Term Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein or in any other Credit Document 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 Environment relating in any way to any Real Property owned, leased or operated, at any time, by the Lead Borrower or any of its Subsidiaries; the generation, storage, transportation, handling, Release or threat of Release of Hazardous Materials by the Lead Borrower or any of its Subsidiaries at any location, whether or not owned, leased or operated by the Lead Borrower or any of its Subsidiaries; the non-compliance by the Lead Borrower or any of its Subsidiaries with any Environmental Law (including applicable permits thereunder) applicable to any Real Property; or any Environmental Claim asserted against the Lead Borrower, any of its Subsidiaries or relating in any way to any Real Property at any time owned, leased or operated by the Lead Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Indemnified Person (but excluding in each case any losses, liabilities, claims, damages or expenses (i) to the extent incurred by reason of the gross negligence, bad faith or willful misconduct of the applicable Indemnified Person, any Affiliate of such Indemnified Person or any of their respective directors, officers, employees, representatives, agents, Affiliates, trustees or investment advisors, (ii) to the extent incurred by reason of any material breach of the obligations of such Indemnified Person under this Agreement or the other Credit Documents (in the case of each of preceding clauses (i) and (ii), as determined by a court of competent jurisdiction in a final and non-appealable decision) or (iii) that do not involve or arise from an act or omission by any the Lead Borrower or the Guarantors or any of their respective affiliates and is brought by an Indemnified Person (other than claims against any Agent in its capacity as such or in its fulfilling such role)). To the extent that the undertaking to indemnify, pay or hold harmless any Agent Agent, any Issuing Bank or any Lender or other Indemnified Person set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Credit Parties shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. (b) No Agent or any Indemnified Person shall be responsible or liable to any Credit Party or any other Person for (x) any determination made by it pursuant to this Agreement or any other Credit Document in the absence of gross negligence, bad faith or willful misconduct on the part of such Indemnified Person (in each case, as determined by a court of competent jurisdiction in a final and non-appealable judgment), (y) any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems or (z) any indirect, special, exemplary, incidental, punitive or consequential damages (including, without limitation, any loss of profits, business or anticipated savings) which may be alleged as a result of this Agreement or any other Credit Document or the financing contemplated hereby; provided that nothing in this Section 13.01(b) shall relieve any Credit Party of any obligation it may have to indemnify an Indemnified Person against special, indirect, consequential or punitive damages asserted against such Indemnified Person by a third party.

Payment of Expenses, etc. (a) The Credit Parties hereby jointly and severally agree agree, from and after the Closing Date, to: (i) if the Closing Date occurs, pay all reasonable invoiced out-of-pocket costs and expenses of the Agents (includinglimited, without limitationin the case of legal expenses, to the reasonable fees and disbursements of one primary counsel to all Agents and Lenders and, if reasonably necessary, one local counsel in any relevant jurisdiction and, in the case of an actual or perceived conflict of interest where the Indemnified Person (as defined below) affected by such conflict informs the Lead Borrower of such conflict and thereafter retains its own counsel, of another which may include a single firm of counsel for such affected Indemnified Person but excluding, other than as indicated under Section 13.01(a)(iiacting in multiple jurisdictions), Taxes other than Taxes that represent liabilities, obligations, losses, damages, penalties, actions, costs, expenses and disbursements arising from a non-Tax claim) in connection with (x) the preparation, execution execution, enforcement and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein, (y) the administration hereof and thereof and any amendment, waiver or consent relating hereto or thereto (whether or not effective), of the Agents in connection with ) and (z) their syndication efforts with respect to this Agreement Agreement; (ii) pay all reasonable invoiced out-of-pocket costs and expenses of the Agents and each Lender in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (which shall be limited limited, in the case of legal expenses, to one primary counsel to all Agents and Lenders to be retained by the Administrative Agent and, if reasonably necessary, one local counsel in any relevant jurisdiction (which may include a single firm of counsel acting in multiple jurisdictions) and, in the case of an actual or perceived conflict of interest where the any Indemnified Person affected by such conflict informs the Lead Borrower of such conflict and thereafter retains its own counselconflict, of another a single additional firm of counsel in each relevant jurisdiction for such all similarly situated affected Indemnified PersonPersons); (iiiii) pay and hold each Agent and each Lender harmless from and against any and all Other Taxes with respect to the foregoing matters and save each Agent and each 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 Agent, such Lender or the Lead Arranger) to pay such Other Taxes; and (iiiiv) indemnify each Agent and each Lender and their respective Affiliates, Affiliates and the partners, shareholders, officers, directors, employees, agents, trustees, representatives and investment advisors of each of the foregoing foregoing, in each case, together with their respective successors and assigns of all persons constituting “Indemnified Persons” (each, an “Indemnified Person”) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) (but excluding Taxes other than Taxes that represent liabilities, obligations, losses, damages, penalties, actions, costs, expenses and disbursements arising from a non-Tax claim) incurred 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 any Agent or any Lender is a party thereto 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 proceeds of any Term Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein or in any other Credit Document 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 Environment relating in any way to any Real Property owned, leased or operated, at any time, by the Lead Borrower or any of its Subsidiaries; the generation, storage, transportation, handling, Release or threat of Release of Hazardous Materials by the Lead Borrower or any of its Subsidiaries at any location, whether or not owned, leased or operated by the Lead Borrower or any of its Subsidiaries; the non-compliance by the Lead Borrower or any of its Subsidiaries with any Environmental Law (including applicable permits thereunder) applicable to any Real Property; or any Environmental Claim asserted against the or liability under Environmental Laws relating in any way to Lead Borrower, any of its Subsidiaries or relating in any way to any Real Property at any time owned, leased or operated by the Lead Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Indemnified Person (but excluding in each case (and each Indemnified Person, by accepting the benefits hereof, agrees to promptly refund or return any indemnity received hereunder to the extent it is later determined by a final, non-appealable judgment of a court of competent jurisdiction that such Indemnified Person is not entitled thereto) any losses, liabilities, claims, damages or expenses (i) to the extent incurred by reason of the gross negligence, bad faith or willful misconduct of the applicable Indemnified Person, any Affiliate of such Indemnified Person or any of their respective directors, officers, employees, representatives, agents, Affiliates, trustees or investment advisors, (ii) to the extent incurred by reason of any material breach of the obligations of such Indemnified Person under this Agreement or the other Credit Documents (in the case of each of the preceding clauses (i) and (ii), as determined by a court of competent jurisdiction in a final and non-appealable decision) or (iii) that do not involve or arise from an act or omission by any Borrower or the Guarantors Credit Party or any of their respective affiliates and is brought by an Indemnified Person against another Indemnified Person (other than claims against any Agent solely in its capacity as such or in its fulfilling such role)). To the extent that the undertaking to indemnify, pay or hold harmless any Agent or any Lender or other Indemnified Person set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Credit Parties shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. (b) No Agent or any Indemnified Person shall be responsible or liable to any Credit Party or any other Person for (x) any determination made by it pursuant to this Agreement or any other Credit Document in the absence of gross negligence, bad faith or willful misconduct on the part of such Indemnified Person (in each case, as determined by a court of competent jurisdiction in a final and non-appealable judgment), ) or (y) any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems systems. (c) No party hereto (and no Indemnified Person or any Subsidiary or Affiliate of Holdings or the Borrowers) shall be responsible to any other party hereto (zor any Indemnified Person or any Subsidiary or Affiliate of Holdings or the Borrowers) for any indirect, special, exemplary, incidental, punitive or consequential damages (including, without limitation, any loss of profits, business or anticipated savings) which may be alleged as a result of this Agreement or any other Credit Document or the financing contemplated hereby; provided that nothing in this Section 13.01(c) shall limit the Credit Parties’ indemnity obligations to the extent that such indirect, special, punitive or consequential damages are included in any claim by a third party unaffiliated with any Indemnified Person with respect to which the applicable Indemnified Person is entitled to indemnification under Section 13.01(a).

Payment of Expenses, etc. (a) The Credit Parties Borrowers hereby jointly and severally agree to: (i) if whether or not the Closing Date occurstransactions herein contemplated are consummated, pay all reasonable invoiced out-of-pocket costs and expenses (including Expenses) of the Agents (including, without limitation, the reasonable fees and disbursements of one primary counsel to all Agents the Administrative Agent and Lenders and, if reasonably necessary, one local counsel in any each relevant jurisdiction andjurisdiction, in each case acting jointly for the case of an actual or perceived conflict of interest where Agents and the Indemnified Person (as defined belowfees and expenses in connection with the appraisals and collateral examinations required pursuant to Sections 6.01(i) affected by such conflict informs the Lead Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnified Person but excluding, other than as indicated under Section 13.01(a)(ii9.06(b), Taxes other than Taxes that represent liabilities, obligations, losses, damages, penalties, actions, costs, expenses and disbursements arising from a non-Tax claim) in connection with the preparation, execution execution, delivery and delivery administration of this Agreement and the other Credit Loan Documents and the documents and instruments referred to herein and therein, the administration hereof and thereof therein and any actual or proposed amendment, waiver or consent relating hereto or thereto (whether or not effective)thereto, of the Agents and their respective Affiliates in connection with their syndication efforts with respect to this Agreement and of the Agents Agents, the Issuing Lenders in connection with the Letter of Credit Back-Stop Arrangements entered into by such Persons and, after the occurrence and during the continuance of an Event of Default, each of the Issuing Lenders, the Fronting Lender and one counsel for all of the Lenders in connection with the enforcement of this Agreement and the other Credit Loan Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (which shall be including, in each case without limitation, the reasonable fees and disbursements of counsel (limited to one primary counsel to all Agents and Lenders to be retained by the Agent and, if reasonably necessary, one local counsel in any each relevant jurisdiction and, if necessary one bankruptcy counsel and one regulatory counsel, in each case to the Administrative Agent (or one additional per affected party in the case of a conflict preventing only one local counsel acting), in each case acting jointly for the Lenders) and one consultant for the Administrative Agent and, after the occurrence and during the continuance of an actual or perceived conflict Event of interest where the Indemnified Person affected by such conflict informs the Lead Borrower of such conflict Default, counsel (limited to one local counsel in each relevant jurisdiction and, if necessary one bankruptcy counsel and thereafter retains its own one regulatory counsel, in each case to the Administrative Agent (or one additional per affected party in the case of another firm a conflict preventing only one local counsel acting) in each case acting jointly for the Issuing Lenders, the Fronting Lender and the Lenders) for each of counsel for such affected Indemnified Personthe Issuing Lenders, the Fronting Lender and the Lenders); (ii) pay and hold the Administrative Agent, the Security Agent, the Swingline Lender, the Fronting Lender, each Agent of the Issuing Lenders, each Co-Collateral Agent, and each Lender of the Lenders harmless from and against any and all Other Taxes present and future stamp, excise and other similar documentary taxes with respect to the foregoing matters and save the Administrative Agent, the Security Agent, the Swingline Lender, the Fronting Lender, each of the Issuing Lenders, each Co-Collateral Agent and each Lender 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 the Administrative Agent, the Security Agent, the Swingline Lender, the Fronting Lender, such Lender Issuing Lender, such Co-Collateral Agent or the Lead Arrangersuch Lender) to pay such Other Taxestaxes; and (iii) indemnify the Administrative Agent (including without limitation in its capacity as agent for the Borrowers pursuant to Section 13.15), the Security Agent, the Swingline Lender, the Fronting Lender, each Agent Co-Collateral Agent, each Issuing Lender and each Lender Lender, and each of their respective Affiliates, and the officers, directors, employees, representatives, agents, trusteesAffiliates, representatives trustees and investment advisors of each of the foregoing (each, an “Indemnified Person”) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions)obligations, losses, damages, penalties, claims, actions (including removal or remedial actions), judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) (but excluding Taxes other than Taxes that represent liabilitiescollectively, obligations, losses, damages, penalties, actions, costs, expenses and disbursements arising from a non-Tax claim“Indemnified Costs”) incurred 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, (aA) any investigation, litigation or other proceeding (whether or not the Administrative Agent, the Security Agent, the Swingline Lender, the Fronting Lender, any Agent Co-Collateral Agent, any Issuing Lender or any Lender is a party thereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Loan Party) related to the entering into and/or performance of this Agreement or any other Loan Document or the use of any Letter of Credit Document or the proceeds of any Term Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein or in any other Credit Loan Document or the exercise of any of their rights or remedies provided herein or in the other Credit Loan Documents, or (bB) the actual or alleged presence of Hazardous Materials in the Environment relating in air, surface water or groundwater or on the surface or subsurface of any way to real property at any Real Property time owned, leased or operated, at any time, operated by the Lead Borrower Holdings or any of its Subsidiaries; , the generation, storage, transportation, handling, Release handling or threat of Release disposal of Hazardous Materials by the Lead Borrower Holdings or any of its Subsidiaries at any location, whether or not owned, leased or operated by the Lead Borrower Holdings or any of its Subsidiaries; , the non-compliance by the Lead Borrower Holdings or any of its Subsidiaries with any Environmental Law (including applicable permits thereunder) applicable to any Real Property; real property, or any Environmental Claim environmental claim asserted against the Lead BorrowerHoldings, any of its Subsidiaries or relating in any way to any Real Property real property at any time owned, leased or operated by the Lead Borrower Holdings or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants consultant incurred in connection with any such investigation, litigation or other proceeding, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Indemnified Person proceeding (but excluding in each case any losses, liabilities, claims, damages or expenses (i) Indemnified Costs to the extent incurred by reason of the gross negligence, bad faith negligence or willful misconduct of the applicable Indemnified Person, any Affiliate of such Indemnified Person (or any of their respective directors, officers, employees, representatives, agents, Affiliates, trustees or investment advisors, (iiits related parties) to the extent incurred by reason of any material breach of the obligations of such Indemnified Person under this Agreement or the other Credit Documents be indemnified (in the case of each of preceding clauses (i) and (ii), as determined by a court of competent jurisdiction in a final and non-appealable decision) or (iii) that do not involve or arise from an act or omission by any Borrower or the Guarantors or any of their respective affiliates and is brought by an Indemnified Person (other than claims against any Agent in its capacity as such or in its fulfilling such role)). To the extent that the undertaking to indemnify, pay or hold harmless any Agent Agent, the Swingline Lender, the Fronting Lender, any Issuing Lender or any Lender or other Indemnified Person set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Credit Parties Borrowers jointly and severally shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. In addition, the Borrowers jointly and severally agree to reimburse the Administrative Agent, the Security Agent and the Co-Collateral Agents for all reasonable third party administrative, audit and monitoring expenses incurred in connection with the Borrowing Base and determinations thereunder. (b) No Agent To the full extent permitted by applicable law, each of Holdings and the other Borrowers shall not assert, and hereby waives, any claim against any Indemnified Person, on any theory of liability, for special, indirect, consequential 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 the use of the proceeds thereof. No Indemnified Person shall be responsible liable for any damages arising from the use by unintended recipients of any information or liable to any Credit Party or any other Person for (x) any determination made materials distributed by it pursuant to through telecommunications, electronic or other information transmission systems in connection with this Agreement or any the other Credit Document in Loan Documents or the absence of gross negligencetransactions contemplated hereby or thereby, bad faith or willful misconduct on except to the part extent the liability of such Indemnified Person results from such Indemnified Person’s (in each case, or its related parties’) gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable judgmentdecision). (c) The provisions of this Section 13.01 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, (y) the consummation of the transactions contemplated hereby, the repayment of any damages arising from of the use by others Loans, termination of information any Commitments, the invalidity or other materials obtained through electronic, telecommunications unenforceability of any term or other information transmission systems or (z) any indirect, special, exemplary, incidental, punitive or consequential damages (including, without limitation, any loss of profits, business or anticipated savings) which may be alleged as a result provision of this Agreement or any other Credit Document Loan Document, or any investigation made by or on behalf of the financing contemplated herebyAdministrative Agent or any Lender. All amounts due under this Section 13.01 shall be payable promptly after written demand therefor.

Payment of Expenses, etc. (a) The Credit Parties hereby jointly and severally agree agree, from and after the Closing Date, to: (i) if the Closing Date occurs, pay all reasonable invoiced out-of-pocket costs and expenses of the Agents (includinglimited, without limitationin the case of legal expenses, to the reasonable fees and disbursements of one primary counsel to all Agents and Lenders and, if reasonably necessary, one local counsel in any relevant jurisdiction and, in the case of an actual or perceived conflict of interest where the Indemnified Person (as defined below) affected by such conflict informs the Lead Borrower of such conflict and thereafter retains its own counsel, of another which may include a single firm of counsel for such affected Indemnified Person but excluding, other than as indicated under Section 13.01(a)(iiacting in multiple jurisdictions), Taxes other than Taxes that represent liabilities, obligations, losses, damages, penalties, actions, costs, expenses and disbursements arising from a non-Tax claim) in connection with (x) the preparation, execution execution, enforcement and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein, (y) the administration hereof and thereof and any amendment, waiver or consent relating hereto or thereto (whether or not effective), of the Agents in connection with ) and (z) their syndication efforts with respect to this Agreement Agreement; (ii) pay all reasonable invoiced out-of-pocket costs and expenses of the Agents and each Lender in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (which shall be limited limited, in the case of legal expenses, to one primary counsel to all Agents and Lenders to be retained by the Administrative Agent and, if reasonably necessary, one local counsel in any relevant jurisdiction (which may include a single firm of counsel acting in multiple jurisdictions) and, in the case of an actual or perceived conflict of interest where the any Indemnified Person affected by such conflict informs the Lead Borrower of such conflict and thereafter retains its own counselconflict, of another a single additional firm of counsel in each relevant jurisdiction for such all similarly situated affected Indemnified PersonPersons); (iiiii) pay and hold each Agent and each Lender harmless from and against any and all Other Taxes with respect to the foregoing matters and save each Agent and each 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 Agent, such Lender or the Lead Arranger) to pay such Other Taxes; and (iiiiv) indemnify each Agent and each Lender and their respective Affiliates, and the partners, shareholders, officers, directors, employees, agents, trustees, representatives and investment advisors of each of the foregoing foregoing, in each case, together with their respective successors and assigns (each, an “Indemnified Person”) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) (but excluding Taxes other than Taxes that represent liabilities, obligations, losses, damages, penalties, actions, costs, expenses and disbursements arising from a non-Tax claim) incurred 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 any Agent or any Lender is a party thereto 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 proceeds of any Term Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein or in any other Credit Document 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 Environment relating in any way to any Real Property owned, leased or operated, at any time, by the Lead Borrower or any of its Subsidiaries; the generation, storage, transportation, handling, Release or threat of Release of Hazardous Materials by the Lead Borrower or any of its Subsidiaries at any location, whether or not owned, leased or operated by the Lead Borrower or any of its Subsidiaries; the non-compliance by the Lead Borrower or any of its Subsidiaries with any Environmental Law (including applicable permits thereunder) applicable to any Real Property; or any Environmental Claim asserted against the or liability under Environmental Laws relating in any way to Lead Borrower, any of its Subsidiaries or relating in any way to any Real Property at any time owned, leased or operated by the Lead Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Indemnified Person (but excluding in each case (and each Indemnified Person, by accepting the benefits hereof, agrees to promptly refund or return any indemnity received hereunder to the extent it is later determined by a final, non-appealable judgment of a court of competent jurisdiction that such Indemnified Person is not entitled thereto) any losses, liabilities, claims, damages or expenses (i) to the extent incurred by reason of the gross negligence, bad faith or willful misconduct of the applicable Indemnified Person, any Affiliate of such Indemnified Person or any of their respective directors, officers, employees, representatives, agents, Affiliates, trustees or investment advisors, (ii) to the extent incurred by reason of any material breach of the obligations of such Indemnified Person under this Agreement or the other Credit Documents (in the case of each of the preceding clauses (i) and (ii), as determined by a court of competent jurisdiction in a final and non-appealable decision) or (iii) that do not involve or arise from an act or omission by any Borrower or the Guarantors Credit Party or any of their respective affiliates and is brought by an Indemnified Person against another Indemnified Person (other than claims against any Agent solely in its capacity as such or in its fulfilling such role)). To the extent that the undertaking to indemnify, pay or hold harmless any Agent or any Lender or other Indemnified Person set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Credit Parties shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. (b) No Agent or any Indemnified Person shall be responsible or liable to any Credit Party or any other Person for (x) any determination made by it pursuant to this Agreement or any other Credit Document in the absence of gross negligence, bad faith or willful misconduct on the part of such Indemnified Person (in each case, as determined by a court of competent jurisdiction in a final and non-appealable judgment), (y) any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems or (z) any indirect, special, exemplary, incidental, punitive or consequential damages (including, without limitation, any loss of profits, business or anticipated savings) which may be alleged as a result of this Agreement or any other Credit Document or the financing contemplated hereby.

Payment of Expenses, etc. (a) The Credit Parties Borrower hereby jointly and severally agree agrees to: (i) if whether or not the Closing Date occurstransactions herein contemplated are consummated, pay all reasonable invoiced and documented in reasonable detail out-of-pocket costs and expenses of the Agents Administrative Agent (including, without limitation, the reasonable fees and disbursements of Shearman & Sterling LLP and one primary local counsel to all Agents and Lenders in each relevant material jurisdiction and, if reasonably necessary, necessary one local special counsel in any relevant jurisdiction and, in the case of an actual or perceived conflict of interest where the Indemnified Person (as defined below) affected by such conflict informs the Lead Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnified Person but excluding, other than as indicated under Section 13.01(a)(ii), Taxes other than Taxes that represent liabilities, obligations, losses, damages, penalties, actions, costs, expenses and disbursements arising from a non-Tax claimFCC matters) in connection with the preparation, execution execution, delivery and delivery administration of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein, the administration hereof and thereof therein and any amendment, waiver or consent relating hereto or thereto (whether or not effective)thereto, and, after the occurrence of an Event of Default, each of the Agents in connection with their syndication efforts with respect to this Agreement and of the Agents and each Lender Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (which shall be including, in each case without limitation, the reasonable and documented in reasonable detail fees and disbursements of counsel and consultants for the Administrative Agent and, after the occurrence of an Event of Default, the Lenders, but limited to one primary counsel to all Agents the Administrative Agent and the Lenders to be retained by the Agent taken as a whole and, if reasonably necessary, of one local counsel to the Administrative Agent and the Lenders taken as a whole in any relevant material jurisdiction (which may be a single local counsel acting in multiple jurisdictions) and, solely in the case of an actual or perceived conflict of interest between the Administrative Agent and the Lenders or among Lenders where the Indemnified Person Lenders affected by such conflict informs inform the Lead Borrower of such conflict and thereafter retains its own counselconflict, one additional counsel in each relevant material jurisdiction to each group of another firm of counsel for such affected Indemnified PersonLenders similarly situated taken as a whole); and (ii) pay and hold indemnify the Administrative Agent, each Agent Lender, and each Lender harmless from and against any and all Other Taxes with respect to the foregoing matters and save each Agent and each 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 Agent, such Lender or the Lead Arranger) to pay such Other Taxes; and (iii) indemnify each Agent and each Lender and of their respective Affiliates, and the officers, directors, employees, representatives, agents, trusteesaffiliates, representatives trustees and investment advisors of each of the foregoing advisors, (each, an “Indemnified Person”) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable and documented in reasonable detail attorneys’ and consultants’ fees and disbursements, but limited to one counsel to the Indemnified Persons taken as a whole and, if reasonably necessary, of one local counsel to the Indemnified Persons taken as a whole in any relevant material jurisdiction (which may be a single local counsel acting in multiple jurisdictions) (but excluding Taxes other than Taxes that represent liabilitiesand, obligationssolely in the case of an actual conflict of interest between Indemnified Persons where the Indemnified Persons affected by such conflict inform the Borrower of such conflict, losses, damages, penalties, actions, costs, expenses and disbursements arising from one additional counsel in each relevant material jurisdiction to each group of affected Indemnified Persons similarly situated taken as a non-Tax claimwhole) incurred 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 any Agent the Administrative Agent, or any Lender is a party thereto 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 Term Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein or in any other Credit Document 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 Environment relating in any way to air, surface water or groundwater or on the surface or subsurface of any Real Property at any time owned, leased or operated, at any time, operated by the Lead Borrower Holdings or any of its Restricted Subsidiaries; , the generation, storage, transportation, handling, Release handling or threat of Release disposal of Hazardous Materials by the Lead Borrower Holdings or any of its Restricted Subsidiaries at any location, whether or not owned, leased or operated by the Lead Borrower Holdings or any of its Restricted Subsidiaries; , the non-compliance by the Lead Borrower Holdings or any of its Restricted Subsidiaries with any Environmental Law (including applicable permits thereunder) applicable to any Real Property; ), or any Environmental Claim asserted against the Lead BorrowerHoldings, any of its Restricted Subsidiaries or relating in any way to any Real Property at any time owned, leased or operated by the Lead Borrower Holdings or any of its Restricted Subsidiaries, including, in each case, without limitation, the reasonable and documented in reasonable detail fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Indemnified Person proceeding (but excluding in each case any losses, liabilities, claims, damages or expenses (i) to the extent incurred by reason of (a) the gross negligencewillful misconduct, bad faith or willful misconduct gross negligence of the applicable Indemnified Person, any Affiliate of such Indemnified Person or any of their respective directors, officers, employees, representatives, agents, Affiliates, trustees or investment advisorsits Related Indemnified Persons, (iib) to the extent incurred by reason of any a material breach of the obligations of such Indemnified Person or any of its Related Indemnified Persons under this Agreement or the any other Credit Documents Document, or (c) any dispute among such Indemnified Person and other Indemnified Persons other than any claims against an Indemnified Person in its capacity or in fulfilling its role as the Administrative Agent or an Lead Arranger under any Facility and other than any claims arising out of any act or omission on the part of the Borrower or its Affiliates (in the case of each of preceding clauses (ia) and (iib), as determined by a court of competent jurisdiction in a final and non-appealable decision) or (iii) that do not involve or arise from an act or omission by any Borrower or the Guarantors or any of their respective affiliates and is brought by an Indemnified Person (other than claims against any Agent in its capacity as such or in its fulfilling such role). To the extent that the undertaking to indemnify, pay or hold harmless any Agent the Administrative Agent, or any Lender or other Indemnified Person set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Credit Parties 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 12.01(a) shall not apply with respect to Taxes other than any Taxes that represent liabilities, obligations, damages, losses, etc. arising from a non-Tax claim. (b) No Agent To the full extent permitted by applicable law, each of Holdings, the Borrower and each Indemnified Person shall not assert, and hereby waives, any claim against any Indemnified Person or Holdings and its Restricted Subsidiaries, as the case may be, on any theory of liability, for special, indirect, consequential 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 the use of the proceeds thereof; provided that the foregoing shall not be deemed to limit the Borrower’s indemnification obligations as provided above. No Indemnified Person shall be responsible liable for any damages arising from the use by unintended recipients of any information or liable to any Credit Party or any other Person for (x) any determination made materials distributed by it pursuant to through telecommunications, electronic or other information transmission systems in connection with this Agreement or any the other Credit Document in Documents or the absence transactions contemplated hereby or thereby, except to the extent the liability of such Indemnified Person results from such Indemnified Person’s gross negligence, bad faith or willful misconduct on the part of such Indemnified Person (in each case, as determined by a court of competent jurisdiction in a final and non-appealable judgmentdecision), (y) any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems or (z) any indirect, special, exemplary, incidental, punitive or consequential damages (including, without limitation, any loss of profits, business or anticipated savings) which may be alleged as a result of this Agreement or any other Credit Document or the financing contemplated hereby.

Payment of Expenses, etc. (a) The Credit Parties Borrower hereby jointly and severally agree toagrees: (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 invoiced out-of-pocket costs and expenses incurred on, prior to, or after the Closing Date associated with the syndication of the Agents Loans and Commitments incurred under this Agreement and the preparation, negotiation, execution and administration of this Agreement and the other Credit Documents, and any amendment, waiver, consent or other modification with respect hereto and thereto (whether or not the transactions contemplated thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby (including, without limitationbut not limited to, due diligence expenses, syndication expenses, travel expenses but in the case of legal fees and expenses, limited to the actual reasonable fees and documented out-of-pocket fees, charges and disbursements of one primary counsel to all Agents and Lenders Xxxx Xxxxxxxx LLP (and, if reasonably 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 case event of an any actual or perceived potential conflict of interest where interest, one additional counsel of each group of affected parties), in each case within fifteen (15) days of receipt by the Indemnified Person (as defined below) affected by such conflict informs the Lead Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnified Person but excluding, other than as indicated under Section 13.01(a)(ii), Taxes other than Taxes that represent liabilities, obligations, losses, damages, penalties, actions, costs, expenses and disbursements arising from a non-Tax claim) in connection with the preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein, the administration hereof and thereof and any amendment, waiver or consent relating hereto or thereto (whether or not effective), of the Agents in connection with their syndication efforts with respect to this Agreement and of the Agents and each Lender in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (which shall be limited to one primary counsel to all Agents and Lenders to be retained by the Agent and, if reasonably necessary, one local counsel in any relevant jurisdiction and, in the case of an actual or perceived conflict of interest where the Indemnified Person affected by such conflict informs the Lead Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnified Person)written demand therefor; (ii) pay and hold indemnify the Administrative Agent, the Collateral Trustee, each Agent Issuing Lender and each Lender harmless from and against any and all Other Taxes with respect to Lender, the foregoing matters and save each Agent Arrangers and each 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 Agent, such Lender or the Lead Arranger) to pay such Other Taxes; and (iii) indemnify each Agent and each Lender and of their respective Affiliatesdirectors, and the officers, directors, employees, agentspartners, trustees, agents and other representatives and investment advisors of each of the foregoing and 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, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements disbursements, joint or several (including reasonable attorneys’ and consultants’ in the case of legal fees and disbursements) 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 (but excluding Taxes other than Taxes that represent liabilitiesand, obligationsif reasonably necessary, lossesof one local counsel in any relevant jurisdiction to all Indemnified Persons taken as whole, damagesand, penaltiesin the event of an actual or perceived conflict of interest, actions, costs, expenses and disbursements arising from one additional counsel to all affected Indemnified Persons taken as a non-Tax claimwhole)) incurred 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 any Agent the Administrative Agent, the Collateral Trustee, the Arrangers, each Issuing Lender, an Arranger or any Lender is a party thereto 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 Term Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein or in any other Credit Document 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 Environment relating in any way to any Real Property owned, leased or operated, at any time, by the Lead Borrower or any of its Subsidiaries; the generationforegoing relating to the violation of, storagenoncompliance with or liability under, transportation, handling, Release or threat any Environmental Law applicable to the operations of Release of Hazardous Materials by the Lead Borrower or any of its Subsidiaries at any location, whether or not owned, leased or operated by the Lead Borrower or any of its Subsidiaries; the non-compliance by the Lead Borrower or any of its Subsidiaries with any Environmental Law (including applicable permits thereunder) applicable to any Real Property; or any Environmental Claim asserted against the Lead Borrower, any of its Subsidiaries or relating in any way to any Real Property at any time owned, leased or operated by the Lead Borrower or any of its Subsidiariestheir respective properties, including, in each case, without limitation, the reasonable fees and disbursements of one counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding, and, if necessary, of one local counsel in all cases, whether or not caused by or arisingany relevant jurisdiction and, in whole the event of any actual or in partpotential conflict of interest, out one additional counsel of the comparative, contributory or sole negligence each group of the Indemnified Person Persons (but excluding in each case any losses, liabilities, claims, damages or expenses (i) to the extent incurred by reason of (x) the gross negligence, bad faith or willful misconduct of the applicable Indemnified Person to be indemnified (or any such Indemnified Person, any Affiliate of such Indemnified Person ’s affiliates and controlling persons or any of its or their respective directors, officers, employees, partners, agents and other representatives, agents, Affiliates, trustees or investment advisors, (ii) to the extent incurred by reason of any material breach of the obligations of such Indemnified Person under this Agreement or the other Credit Documents (in the case of each of preceding clauses (i) and (ii), 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 (iiiz) that do not involve or arise from an act or omission by any Borrower or dispute solely among Indemnified Persons (other than claims against the Guarantors Administrative Agent, the Collateral Trustee, any Issuing Lender, any Arranger or any of their respective affiliates and is brought by an Indemnified Person (other than claims against any Agent Affiliates in its capacity as such or in fulfilling its fulfilling such role)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. To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, the Collateral Trustee, any Agent or Issuing Lender, any Arranger, any Lender or other Indemnified Person any of their Affiliates set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Credit Parties Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. (b) No Agent To the full 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 responsible or liable to any Credit Party or any other Person for (x) any determination made by it pursuant to this Agreement or any other Credit Document in the absence of gross negligence, bad faith or willful misconduct on the part of such Indemnified Person (in each case, as determined by a court of competent jurisdiction in a final and non-appealable judgment), (y) any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems systems, including, without limitation, SyndTrak, IntraLinks, the internet, email or similar electronic transmission systems, in each case, except to the extent any such damages are found in a final non-appealable judgment of a court of competent jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of, or material breach of any Credit Document by, such Indemnified Person (z) 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 liable for any indirect, special, exemplary, incidental, 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 an Indemnified Person to a third party. The Borrower shall not be liable for any settlement of any legal proceeding effected without its consent (includingwhich 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 shall not, without limitationthe prior written consent of an Indemnified Person (which consent shall not be unreasonably withheld or delayed), effect any loss settlement of profits, business any pending or anticipated savingsthreatened legal proceeding against such Indemnified Person in respect of which indemnity could have been sought hereunder by such Indemnified Person unless (a) which may be alleged such settlement includes an unconditional release of such Indemnified 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 a result of this Agreement or to any other Credit Document or the financing contemplated herebyadmission.

Payment of Expenses, etc. (a) The Credit Parties Borrowers hereby jointly and severally agree to: (ia) if whether or not the Closing Date occurstransactions herein contemplated are consummated, pay all reasonable invoiced out-of-pocket costs and expenses (including Expenses) of the Agents (including, without limitation, the reasonable fees and disbursements of one primary White & Case LLP and the Administrative Agent’s other counsel and consultants and the fees and expenses in connection with the appraisals and collateral examinations required pursuant to, and subject to all Agents and Lenders andthe limits set forth in, if reasonably necessary, one local counsel in any relevant jurisdiction and, in the case of an actual or perceived conflict of interest where the Indemnified Person (as defined below) affected by such conflict informs the Lead Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnified Person but excluding, other than as indicated under Section 13.01(a)(ii9.01(l), Taxes other than Taxes that represent liabilities, obligations, losses, damages, penalties, actions, costs, expenses and disbursements arising from a non-Tax claim) in connection with the preparation, execution execution, delivery and delivery administration of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein, the administration hereof and thereof therein and any actual or proposed amendment, waiver or consent relating hereto or thereto (whether or not effective)thereto, of the Agents and their respective Affiliates in connection with their syndication efforts with respect to this Agreement and of the Agents and, after the occurrence of an Event of Default, each of the Issuing Lenders and each Lender the Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (which shall be including, in each case without limitation, the reasonable fees and disbursements of counsel (limited to one primary counsel to all Agents and Lenders to be retained by the Agent and, if reasonably necessary, one local counsel in any each relevant jurisdiction and, (or two in the case of a conflict preventing only one local counsel acting)) and consultants for the Agents and, after the occurrence of an actual Event of Default, counsel (limited to one local counsel in each relevant jurisdiction (or perceived two in the case of a conflict preventing only one local counsel acting)) for each of interest where the Indemnified Person affected by such conflict informs the Lead Borrower of such conflict Issuing Lenders and thereafter retains its own counsel, of another firm of counsel for such affected Indemnified PersonLenders); (iib) pay and hold the Administrative Agent, the Facility Agent, each of the Issuing Lenders, the Security Agent, each Co-Collateral Agent and each Lender of the Lenders harmless from and against any and all Other Taxes present and future stamp, excise and other similar documentary taxes with respect to the foregoing matters (including as a result of any assignment pursuant to Section 13.04(b), whether by Assumption Agreement or otherwise, if the Australian Borrower do anything which causes them to become resident outside New South Wales where that change causes duty to be payable on an assignment of debt) and save the Administrative Agent, the Facility Agent, each of the Issuing Lenders, the Security Agent, each Co-Collateral Agent and each Lender 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 the Administrative Agent, the Facility Agent, such Lender Issuing Lender, such Security Agent or the Lead Arrangersuch Lender) to pay such Other Taxestaxes; and (iiic) indemnify the Administrative Agent, the Facility Agent, the Security Agent, each Agent Co-Collateral Agent, each Issuing Lender and each Lender and their respective AffiliatesLender, and the officers, directors, employees, agents, trustees, representatives and investment advisors of each of the foregoing (each, an “Indemnified Person”) and each of their respective officers, directors, employees, representatives, agents and Affiliates from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions)obligations, losses, damages, penalties, claims, actions (including removal or remedial actions), judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) (but excluding Taxes other than Taxes that represent liabilities, obligations, losses, damages, penalties, actions, costs, expenses and disbursements arising from a non-Tax claim) incurred 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, (ai) any investigation, litigation or other proceeding (whether or not the Administrative Agent, the Facility Agent, the Security Agent, any Agent Co-Collateral Agent, any Issuing Lender or any Lender is a party thereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit PartyObligor) 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 Term Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (bii) the actual or alleged presence of Hazardous Materials in the Environment relating in any way to air, surface water or groundwater or on the surface or subsurface of any Real Property at any time owned, leased or operated, at operated by any time, by the Lead Borrower Obligor or any of its Subsidiaries; , the generation, storage, transportation, handling, Release handling or threat of Release disposal of Hazardous Materials by the Lead Borrower or any of its Subsidiaries Obligor at any location, whether or not owned, leased or operated by the Lead Borrower or any of its Subsidiaries; Obligor, the non-compliance by the Lead Borrower or any of its Subsidiaries Obligor with any Environmental Law (including applicable permits thereunder) applicable to any Real Property; , or any Environmental Claim asserted against the Lead Borrower, any of its Subsidiaries Obligor or relating in any way to any Real Property at any time owned, leased or operated by the Lead Borrower or any of its SubsidiariesObligor, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Indemnified Person proceeding (but excluding in each case any losses, liabilities, claims, damages damages, actions, suits, disbursements, judgments, costs or expenses (i) to the extent incurred by reason of the gross negligence, bad faith negligence or willful misconduct of the applicable Indemnified Person, any Affiliate of such Indemnified Person or any of their respective directors, officers, employees, representatives, agents, Affiliates, trustees or investment advisors, to be indemnified (ii) to the extent incurred by reason of any material breach of the obligations of such Indemnified Person under this Agreement or the other Credit Documents (in the case of each of preceding clauses (i) and (ii), as determined by a court of competent jurisdiction in a final and non-appealable decision) or (iii) that do not involve or arise from an act or omission by any Borrower or the Guarantors or any of their respective affiliates and is brought by an Indemnified Person (other than claims against any Agent in its capacity as such or in its fulfilling such rolejudgment)). To the extent that the undertaking to indemnify, pay or hold harmless any Agent Agent, any Issuing Lender or any Lender or other Indemnified Person set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Credit Parties Borrowers shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. Subject to Section 9.01(l), in addition, the Obligors agree to reimburse the Administrative Agent for all reasonable third party administrative, audit and monitoring expenses incurred in connection with the Borrowing Base and determinations thereunder. (b) No Agent To the full extent permitted by applicable law, each Obligor shall not assert, and hereby waives, any claim against any Indemnified Person, on any theory of liability, for special, indirect, consequential 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 the use of the proceeds thereof. No Indemnified Person shall be responsible liable for any damages arising from the use by unintended recipients of any information or liable to any Credit Party or any other Person for (x) any determination made materials distributed by it pursuant to through telecommunications, electronic or other information transmission systems in connection with this Agreement or any the other Credit Document in Documents or the absence of gross negligencetransactions contemplated hereby or thereby, bad faith or willful misconduct on except to the part extent the liability of such Indemnified Person results from such Indemnified Person’s gross negligence or willful misconduct (in each case, as determined by a court of competent jurisdiction in a final and non-appealable judgmentdecision), (y) any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems or (z) any indirect, special, exemplary, incidental, punitive or consequential damages (including, without limitation, any loss of profits, business or anticipated savings) which may be alleged as a result of this Agreement or any other Credit Document or the financing contemplated hereby.

Payment of Expenses, etc. The Borrower shall pay, within fifteen days of a written demand therefor, (a) The Credit Parties hereby jointly and severally agree to: (i) if the Closing Date occurs, pay all reasonable invoiced and documented out-of-pocket costs and expenses of the Agents (including, without limitation, the reasonable fees and disbursements of one primary counsel to all Agents and Lenders and, if reasonably necessary, one local counsel in incurred by any relevant jurisdiction and, in the case of an actual or perceived conflict of interest where the Indemnified Person (as defined below) affected by (including the reasonable and documented fees, charges and disbursements of counsel (and, if necessary, local and/or special counsel), except that any reimbursement obligation to the Lender shall be limited to (i) one counsel to such Indemnified Persons taken as a whole, (ii) in the case of any conflict informs the Lead Borrower of interest, additional counsel to each group of similarly situated Indemnified Persons, limited to one such conflict and thereafter retains its own additional counsel, and (iii) if necessary, one local counsel in each relevant jurisdiction and one special counsel in each relevant specialty (and, in the case of another firm any conflict of interest, one additional local counsel for such affected and one additional special counsel, as applicable, to each group of similarly situated Indemnified Person but excluding, other than as indicated under Section 13.01(a)(iiPersons), Taxes other than Taxes that represent liabilities, obligations, losses, damages, penalties, actions, costs, expenses and disbursements arising from a non-Tax claim) in connection with the preparation, execution negotiation, execution, delivery and delivery administration of this Agreement and the other Credit Documents and the documents and instruments referred to herein and thereinDocuments, the administration making of the Loan or any amendments, modifications or waivers of the provisions hereof and or thereof and (b) all reasonable and documented out-of-pocket expenses incurred by any amendmentIndemnified Person (including the reasonable and documented fees, waiver or consent relating hereto or thereto charges and disbursements of counsel (whether or not effectiveand, if necessary, local and/or special counsel), except that any reimbursement obligation to the Lender shall be limited to (i) one counsel to such Indemnified Persons taken as a whole, (ii) in the case of any conflict of interest, additional counsel to each group of similarly situated Indemnified Persons, limited to one such additional counsel, and (iii) if necessary, one local counsel in each relevant jurisdiction and one special counsel in each relevant specialty (and, in the Agents in connection with their syndication efforts with respect case of any conflict of interest, one additional local counsel and one additional special counsel, as applicable, to this Agreement and each group of the Agents and each Lender similarly situated Indemnified Persons) in connection with the enforcement or protection of its rights in connection with this Agreement and the other Credit Documents Documents, including its rights under this Section 11.1, or the taking of any action that the Borrower is required, but has failed, to take under any Credit Document. All costs and expenses of complying with the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring provisions hereof are for the sole account of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (which shall be limited to one primary counsel to all Agents and Lenders Borrower unless explicitly stated herein to be retained by for the Agent and, if reasonably necessary, one local counsel in any relevant jurisdiction and, in the case of an actual or perceived conflict of interest where the Indemnified Person affected by such conflict informs the Lead Borrower of such conflict and thereafter retains its own counsel, account of another firm of counsel for such affected Indemnified Person); (ii) pay and hold each Agent and each Lender harmless from and against any and all Other Taxes with respect to the foregoing matters and save each Agent and each 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 Agent, such Lender or the Lead Arranger) to pay such Other Taxes; and (iii) indemnify each Agent and each Lender and their respective Affiliates, and the officers, directors, employees, agents, trustees, representatives and investment advisors of each of the foregoing (each, an “Indemnified Person”) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) (but excluding Taxes other than Taxes that represent liabilities, obligations, losses, damages, penalties, actions, costs, expenses and disbursements arising from a non-Tax claim) incurred 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 any Agent or any Lender is a party thereto 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 proceeds of any Term Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein or in any other Credit Document 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 Environment relating in any way to any Real Property owned, leased or operated, at any time, by the Lead Borrower or any of its Subsidiaries; the generation, storage, transportation, handling, Release or threat of Release of Hazardous Materials by the Lead Borrower or any of its Subsidiaries at any location, whether or not owned, leased or operated by the Lead Borrower or any of its Subsidiaries; the non-compliance by the Lead Borrower or any of its Subsidiaries with any Environmental Law (including applicable permits thereunder) applicable to any Real Property; or any Environmental Claim asserted against the Lead Borrower, any of its Subsidiaries or relating in any way to any Real Property at any time owned, leased or operated by the Lead Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Indemnified Person (but excluding in each case any losses, liabilities, claims, damages or expenses (i) to the extent incurred by reason of the gross negligence, bad faith or willful misconduct of the applicable Indemnified Person, any Affiliate of such Indemnified Person or any of their respective directors, officers, employees, representatives, agents, Affiliates, trustees or investment advisors, (ii) to the extent incurred by reason of any material breach of the obligations of such Indemnified Person under this Agreement or the other Credit Documents (in the case of each of preceding clauses (i) and (ii), as determined by a court of competent jurisdiction in a final and non-appealable decision) or (iii) that do not involve or arise from an act or omission by any Borrower or the Guarantors or any of their respective affiliates and is brought by an Indemnified Person (other than claims against any Agent in its capacity as such or in its fulfilling such role). To the extent that the undertaking to indemnify, pay or hold harmless any Agent or any Lender or other Indemnified Person set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Credit Parties shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. (b) No Agent or any Indemnified Person shall be responsible or liable to any Credit Party or any other Person for (x) any determination made by it pursuant to this Agreement or any other Credit Document in the absence of gross negligence, bad faith or willful misconduct on the part of such Indemnified Person (in each case, as determined by a court of competent jurisdiction in a final and non-appealable judgment), (y) any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems or (z) any indirect, special, exemplary, incidental, punitive or consequential damages (including, without limitation, any loss of profits, business or anticipated savings) which may be alleged as a result of this Agreement or any other Credit Document or the financing contemplated hereby.

Payment of Expenses, etc. (a) The Credit Parties Borrower hereby jointly and severally agree agrees to: (i) if subject to the Closing Date occurslimitations set forth in the Commitment Letter (to the extent they are applicable), pay all reasonable invoiced out-of-pocket costs and expenses of the Agents Administrative Agent, the Collateral Agent and the Lead Arranger (including, without limitation, limited in respect of legal costs and expenses to the reasonable fees and disbursements of one primary a single counsel selected by the Administrative Agent and of a single local and special counsel to all Agents the Administrative Agent, the Collateral Agent and Lenders and, if reasonably necessary, one local counsel Lead Arranger in any each relevant jurisdiction jurisdiction) (and, in the case of an actual or perceived conflict of interest where interest, a single additional counsel in each relevant jurisdiction to the Indemnified Person (affected parties, taken as defined below) affected by such conflict informs the Lead Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnified Person but excluding, other than as indicated under Section 13.01(a)(ii), Taxes other than Taxes that represent liabilities, obligations, losses, damages, penalties, actions, costs, expenses and disbursements arising from a non-Tax claimwhole) in connection with the syndication of the Facilities or preparation, execution execution, delivery and delivery administration of this Agreement and the other Credit Loan Documents and the documents and instruments referred to herein and therein, the administration hereof and thereof therein and any amendment, waiver waiver, modification, maintenance or protection of any security interest or consent relating hereto or thereto (whether and enforcement or not effective)protection of rights in connection with this Agreement and the other Loan Documents, including its rights under this Section 13.1, of the Agents Administrative Agent, the Lead Arranger and their respective Affiliates in connection with its or their syndication efforts with respect to this Agreement and, after the occurrence and during the continuance of an Event of Default, of the Agents Administrative Agent, the Collateral Agent and each Lender of the other Lenders in connection with the enforcement of this Agreement Agreement, any Loans issued hereunder, and the other Credit Loan Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (which shall be limited to in respect of legal costs and expenses to, in each case, the reasonable out-of-pocket costs and expenses of one primary special counsel to all Agents and Lenders to be retained by the Agent and, if reasonably necessary, one local counsel in any each relevant jurisdiction for the Administrative Agent and, after the occurrence and during the continuance of an Event of Default, for the group of Lenders (and, solely in the case of an any actual or perceived potential conflict of interest where as determined by the Indemnified Person affected by such conflict informs the Lead Borrower of such conflict and thereafter retains its own counselLender, of another firm of one additional counsel for such the affected Indemnified Personparties, taken as a whole)); and (ii) pay and hold each Agent the Administrative Agent, the Collateral Agent, the Lead Arranger and each Lender of the Lenders harmless from and against any and all Other Taxes present and future stamp, excise and other similar documentary taxes with respect to the foregoing matters and save the Administrative Agent, the Collateral Agent, the Lead Arranger, each Agent and each Lender 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 the Administrative Agent, the Collateral Agent or such Lender or the Lead ArrangerLender) to pay such Other Taxes; and (iii) taxes. The Borrower hereby agrees to indemnify each Agent and the Lead Arranger, the Administrative Agent, the Collateral Agent, each Lender and each of their respective Affiliates, and the officers, directors, employees, agents, trustees, representatives and investment advisors of each of the foregoing Related Persons (each, an “Indemnified Person”) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claimsclaims (including any claims brought against any Indemnified Person by a third party, a Loan Party, any Affiliate or equity holder of a Loan Party or any director or officer or creditor thereof), actions, judgments, suits, investigations, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursementsany prospective claim, suit, action or investigation) (but excluding Taxes other than Taxes that represent liabilitieslimited in respect of legal costs and expenses to reasonable and documented out-of-pocket fees for a single firm of counsel for all Indemnified Persons, obligationstaken as a whole, lossesand if necessary, damagesone single local and special counsel in each appropriate jurisdiction and, penaltiesin the case of an actual or perceived conflict of interest, actionsone additional counsel in each relevant jurisdiction for the affected parties, costs, expenses and disbursements arising from taken as a non-Tax claimwhole) incurred 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 any Agent or any Lender is a party thereto 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 or performance of this Agreement or any other Credit Loan Document or the proceeds of any Term Loans hereunder or the consummation of the Transaction Transactions or any other transactions contemplated herein or in any other Credit Loan Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, Loan Documents or (b) the actual or alleged presence of Hazardous Materials in the Environment relating in any way to any Real Property owned, leased or operated, of Environmental Concern at any time, by the Lead Borrower or any of its SubsidiariesProperty; the generation, storage, transportation, handlinghandling or disposal of Materials of Environmental Concern by Holdings, Release or threat of Release of Hazardous Materials by the Lead Borrower or any of its Subsidiaries at any location, whether or not owned, leased or operated by the Lead Borrower or any of its Subsidiaries; the non-compliance by the Lead Borrower with or any of its Subsidiaries with liability under any Environmental Law (including applicable permits thereunder) applicable relating to Holdings, its Subsidiaries or any Real Property; or any Environmental Claim related claim asserted against Holdings, the Lead Borrower, Borrower any of its Subsidiaries or relating in any way to any Real Property at any time owned, leased or operated by the Lead Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Property; provided that no Indemnified Person (but excluding in each case any losses, liabilities, claims, damages or expenses will be indemnified under this Section 13.1 for (i) any cost, expense or liability to the extent incurred by reason of the gross negligence, bad faith or willful misconduct of the applicable Indemnified Person, any Affiliate of such Indemnified Person or any of their respective directors, officers, employees, representatives, agents, Affiliates, trustees or investment advisors, (ii) to the extent incurred by reason of any material breach of the obligations of such Indemnified Person under this Agreement or the other Credit Documents (in the case of each of preceding clauses (i) and (ii), as determined by a court of competent jurisdiction in a final and non-appealable decision) decision to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnified Person or any of its controlled Affiliates or controlling Persons and their respective officers, directors, employees, managers or members and in the case of an agent, representative or advisor, such Person acting at the instruction of such Indemnified Person, a material breach under this Agreement or any other Loan Document by any such Persons or disputes between and among Indemnified Persons (iii) that do not involve other than disputes against the Lead Arranger, the Administrative Agent or arise from an the Collateral Agent in such capacity or involving any act or omission by any Borrower or the Guarantors Holdings or any of their respective affiliates and its Affiliates), (ii) any settlement entered into by such Person without the Borrower’s written consent (such consent not to be unreasonably withheld, conditioned or delayed), but if settled with the Borrower’s consent, or if there is brought by a judgment against an Indemnified Person in any such claim, investigation, litigation or proceeding, the Borrower agrees to indemnify and hold harmless each Indemnified Person in the manner set forth above, (iii) without limiting any other provision of this Agreement (including Section 5.5), any Taxes, other than claims against any Agent Taxes that represent losses or damages arising from any non-Tax claim and (iv) any increased costs, compensation or net payments incurred by or owed to any Indemnified Person that are provided for in its capacity as such or in its fulfilling such role)Section 2.11. To the extent that the undertaking to indemnify, pay or hold harmless any the Administrative Agent or any Lender or other Indemnified Person set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Credit Parties Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. (b) No . For clarity, the term “Administrative Agent” as used in this Section 13.1 shall include the Administrative Agent or any acting in its capacity as Collateral Agent under the Loan Documents. To the full extent permitted by applicable law, each Loan Party, Subsidiary and Indemnified Person shall be responsible or liable to not assert, and hereby waives, any Credit Party or claim against any other Person party, on any theory of liability, for special, indirect, consequential, punitive or incidental damages (xas opposed to direct or actual damages) any determination made by it pursuant to 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 the use of the proceeds thereof; provided that nothing contained in this sentence shall limit the Loan Parties’ indemnification obligations to the extent such special, indirect, consequential and punitive damages are included in any third party claim in connection with which such Indemnified Person is entitled to indemnification hereunder. Each Loan Party, Subsidiary and Indemnified Person shall not be liable for any damages arising from the use by unintended recipients of any information or other Credit Document materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the absence other Loan Documents or the transactions contemplated hereby or thereby, except to the extent the liability of such party results from such party’s gross negligence, bad faith or willful misconduct on the part of such Indemnified Person (in each case, as determined by a court of competent jurisdiction in a final and non-appealable judgmentdecision). This Section 13.1 shall not apply in respect of the matters addressed in Sections 2.11, (y) any damages arising from and 5.5, which shall be the use by others sole remedy in respect of information or other materials obtained through electronic, telecommunications or other information transmission systems or (z) any indirect, special, exemplary, incidental, punitive or consequential damages (including, without limitation, any loss of profits, business or anticipated savings) which may be alleged as a result of this Agreement or any other Credit Document or the financing contemplated herebymatters addressed in such sections.

Payment of Expenses, etc. (a) The Credit Parties hereby jointly and severally agree agree, from and after the Closing Date, to: (i) if the Closing Date occurs, pay all reasonable invoiced out-of-pocket costs and expenses of the Agents (includinglimited, without limitationin the case of legal expenses, to the reasonable fees and disbursements of one primary counsel to all Agents and Lenders and, if reasonably necessary, one local counsel in any relevant jurisdiction and, in the case of an actual or perceived conflict of interest where the Indemnified Person (as defined below) affected by such conflict informs the Lead Borrower of such conflict and thereafter retains its own counsel, of another which may include a single firm of counsel for such affected Indemnified Person but excluding, other than as indicated under Section 13.01(a)(iiacting in multiple jurisdictions), Taxes other than Taxes that represent liabilities, obligations, losses, damages, penalties, actions, costs, expenses and disbursements arising from a non-Tax claim) in connection with (x) the preparation, execution execution, enforcement and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein, (y) the administration hereof and thereof and any amendment, waiver or consent relating hereto or thereto (whether or not effective), of the Agents in connection with ) and (z) their syndication efforts with respect to this Agreement Agreement; (ii) pay all reasonable invoiced out-of-pocket costs and expenses of the Agents and each Lender in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (which shall be limited limited, in the case of legal expenses, to one primary counsel to all Agents and Lenders to be retained by the Administrative Agent and, if reasonably necessary, one local counsel in any relevant jurisdiction (which may include a single firm of counsel acting in multiple jurisdictions) and, in the case of an actual or perceived conflict of interest where the any Indemnified Person affected by such conflict informs the Lead Borrower of such conflict and thereafter retains its own counselconflict, of another a single additional firm of counsel in each relevant jurisdiction for such all similarly situated affected Indemnified PersonPersons); (iiiii) pay and hold each Agent and each Lender harmless from and against any and all Other Taxes with respect to the foregoing matters and save each Agent and each 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 Agent, such Lender or the Lead Arranger) to pay such Other Taxes; and (iiiiv) indemnify each Agent Agent, each Lead Arranger and each Lender and their respective Affiliates, Affiliates and the partners, shareholders, officers, directors, employees, agents, trustees, representatives and investment advisors of each of the foregoing foregoing, in each case, together with their respective successors and assigns of any persons constituting “Indemnified Persons” (each, an “Indemnified Person”) from and hold each of them harmless upon its written demand against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) (but excluding Taxes other than Taxes that represent liabilities, obligations, losses, damages, penalties, actions, costs, expenses and disbursements arising from a non-Tax claim) incurred 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 any Agent or any Lender is a party thereto 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 proceeds of any Term Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein or in any other Credit Document 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 Environment relating in any way to any Real Property owned, leased or operated, at any time, by the Lead Borrower or any of its Subsidiaries; the generation, storage, transportation, handling, Release or threat of Release of Hazardous Materials by the Lead Borrower or any of its Subsidiaries at any location, whether or not owned, leased or operated by the Lead Borrower or any of its Subsidiaries; the non-compliance by the Lead Borrower or any of its Subsidiaries with any Environmental Law (including applicable permits thereunder) applicable to any Real Property; or any Environmental Claim asserted against the or liability under Environmental Laws relating in any way to Lead Borrower, any of its Subsidiaries or relating in any way to any Real Property at any time owned, leased or operated by the Lead Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Indemnified Person (but excluding in each case (and each Indemnified Person, by accepting the benefits hereof, agrees to promptly refund or return any indemnity received hereunder to the extent it is later determined by a final, non-appealable judgment of a court of competent jurisdiction that such Indemnified Person is not entitled thereto) any losses, liabilities, claims, damages or expenses (i) to the extent incurred by reason of the gross negligence, bad faith or willful misconduct of the applicable Indemnified Person, any Affiliate of such Indemnified Person or any of their respective directors, officers, employees, representatives, agents, Affiliates, trustees or investment advisors, (ii) to the extent incurred by reason of any material breach of the obligations of such Indemnified Person under this Agreement or the other Credit Documents (in the case of each of the preceding clauses (i) and (ii), as determined by a court of competent jurisdiction in a final and non-appealable decision) or (iii) that do not involve or arise from an act or omission by any Borrower or the Guarantors Credit Party or any of their respective affiliates Affiliates and is brought by an Indemnified Person against another Indemnified Person (other than claims against any Agent or Lead Arranger solely in its capacity as such or in its fulfilling such role)). To the extent that the undertaking to indemnify, pay or hold harmless any Agent or any Lender or other Indemnified Person set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Credit Parties shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. (b) No Agent or any Indemnified Person shall be responsible or liable to any Credit Party or any other Person for (x) any determination made by it pursuant to this Agreement or any other Credit Document in the absence of gross negligence, bad faith or willful misconduct on the part of such Indemnified Person (in each case, as determined by a court of competent jurisdiction in a final and non-appealable judgment), ) or (y) any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems systems. (c) No party hereto (and no Indemnified Person or any Subsidiary or Affiliate of Holdings or Lead Borrower) shall be responsible to any other party hereto (zor any Indemnified Person or any Subsidiary or Affiliate of Holdings or the Borrowers) for any indirect, special, exemplary, incidental, punitive or consequential damages (including, without limitation, any loss of profits, business or anticipated savings) which may be alleged as a result of this Agreement or any other Credit Document or the financing contemplated hereby; provided that nothing in this Section 13.01(c) shall limit the Credit Parties’ indemnity obligations to the extent that such indirect, special, punitive or consequential damages are included in any claim by a third party unaffiliated with any Indemnified Person with respect to which the applicable Indemnified Person is entitled to indemnification under Section 13.01(a).

Payment of Expenses, etc. (a) The Credit Parties Borrower hereby jointly and severally agree agrees to: (i) if the Closing Date occurspay within 30 days of a written demand therefor, pay together with backup documentation supporting such reimbursement request, all reasonable and documented or invoiced out-of-out of pocket costs and expenses (a) of the Agents Administrative Agent (including, without limitation, limited in the case of legal fees to the reasonable fees and documented or invoiced fees, disbursements and other charges of one primary outside counsel to all Agents and Lenders and, if reasonably necessary, one firm of local counsel in any relevant each appropriate jurisdiction andof to the Administrative Agent, Lead Arranger and Xxxxxxx, taken as a whole, and in the case of an actual any other advisor or perceived conflict of interest where consultant, solely to the Indemnified Person (as defined below) affected by such conflict informs extent that the Lead Borrower has consented to the retention of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnified Person but excluding, other than as indicated under Section 13.01(a)(ii), Taxes other than Taxes that represent liabilities, obligations, losses, damages, penalties, actions, costs, expenses and disbursements arising from a non-Tax claimperson) in connection with the preparation, execution execution, delivery and delivery administration of this Agreement and the other Credit Loan Documents and the documents and instruments referred to herein and therein, the administration hereof and thereof therein and any amendment, modification, waiver or consent relating hereto or thereto thereto, and (whether or not effective), b) of the Agents Administrative Agent and, after the occurrence and during the continuance of an Event of Default, each of the Lenders in connection with their syndication efforts with respect to this Agreement any (x) waiver of an Event of Default that has occurred and of the Agents and each Lender in connection with the is continuing, (y) enforcement of this Agreement and the other Credit Loan Documents and the documents and instruments referred to herein and therein or in connection with any (z) refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-work out” or pursuant to any insolvency or bankruptcy proceedings (which shall be limited to one primary counsel to all Agents and Lenders to be retained by in the Agent and, if reasonably necessary, one local counsel in any relevant jurisdiction andcase of legal fees, in the case of an each of clauses (x), (y) and (z) above, to the reasonable and documented or invoiced out of pocket costs and expenses of one primary counsel for the Administrative Agent, Lead Arranger, the Lenders and their respective Affiliates (taken as a whole), and one firm of local counsel in each appropriate jurisdiction (and in the event of any actual or perceived conflict of interest where the Indemnified Person affected by such conflict informs the Lead Borrower of such conflict and thereafter retains its own counsel, of another firm of one additional primary counsel for such affected Indemnified Personparties taken as a whole)); and (ii) pay and hold each Agent and each Lender harmless from and against any and all Other Taxes with respect to indemnify the foregoing matters and save each Agent and each 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 Administrative Agent, such Lender or the Lead Arranger) to pay such Other Taxes; and (iii) indemnify each Agent and , each Lender and their respective Affiliates, and the each of their respective officers, directors, employees, partners, advisors, representatives, agents, trusteesaffiliates, representatives controlling persons, trustees and investment advisors of and each of the foregoing their respective successors and assigns (each, an “Indemnified Person”) from and hold each of them harmless from and against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including limited in the case of legal fees to the reasonable attorneys’ and consultants’ documented or invoiced fees and disbursements) expenses of one counsel for all Indemnified Persons and, if reasonably necessary, one firm of local counsel in each appropriate jurisdiction (but excluding Taxes other than Taxes which may include a single special counsel acting in multiple jurisdictions)); provided that represent liabilitiesin the case of an actual or perceived conflict of interest notified to the Borrower by any Indemnified Person, obligations, losses, damages, penalties, actions, costs, such indemnity for fees and expenses shall extend to one additional primary counsel and disbursements arising from one local counsel for such Indemnified Persons taken as a non-Tax claim) whole incurred 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 claim, investigation, litigation or other proceeding (whether or not any Agent the Administrative Agent, Lead Arranger or any Lender is a party thereto and whether or not such claim, investigation, litigation or other proceeding is brought by or on behalf of any Credit Loan Party, the Permitted Holders and their respective Affiliates and creditors and any other third person) related to the entering into and/or performance of this Agreement or Agreement, any other Credit Loan Document or the proceeds of any Term Loans hereunder or the consummation of the Transaction Transactions or any other transactions contemplated herein or in any other Credit Loan Document or the exercise of any of their rights or remedies provided herein or in the other Credit Loan Documents, or (b) the actual or alleged presence of Hazardous Materials of Environmental Concern in the Environment relating in any way to air, surface water or groundwater or on the surface or subsurface of any Real Property owned, leased or operated, at any time, operated by the Lead Borrower Holdings or any of its Subsidiaries; , (c) the Release, generation, storage, transportation, handling, Release handling or threat disposal of Release Materials of Hazardous Materials Environmental Concern by the Lead Borrower Holdings or any of its Subsidiaries at any location, whether or not owned, leased or operated by the Lead Borrower Holdings or any of its Subsidiaries; , (d) the non-compliance by the Lead Borrower Holdings or any of its Subsidiaries with any Environmental Law (including applicable permits issued thereunder), or (e) applicable to any Real Property; or any Environmental Claim asserted against the Lead Borrower, Holdings or any of its Subsidiaries or relating in any way with respect to any Real Property at any time currently or formerly owned, leased or operated by the Lead Borrower Holdings or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the therewith; provided that no Indemnified Person (but excluding in each case will be indemnified for any lossesloss, liabilitiesclaim, claimsdamage, damages liability, cost or expenses (i) expense to the extent incurred by reason of it has resulted from (w) the gross negligence, bad faith or willful misconduct of the applicable Indemnified Person, any Affiliate of such Indemnified Person or any of their respective its officers, directors, officersmanagers, employees, representatives, agents, Affiliates, trustees employees or investment advisors, controlled Affiliates (ii) to the extent incurred by reason of any material breach of the obligations of such Indemnified Person under this Agreement or the other Credit Documents (in the case of each of preceding clauses (i) and (ii), as determined by a court of competent jurisdiction in a final and non-non appealable decision), (x) any settlement entered into by such Indemnified Person without Xxxxxxxx’s written consent (such consent not to be unreasonably withheld or delayed) (but if settled with the Borrower’s written consent or if there is a final judgment against such Indemnified Person in any such claim, investigation, litigation or other proceeding, such Indemnified Person will be indemnified in accordance with this Section 12.01), (y) a material breach of its obligations under this Agreement or any other Loan Document by any such persons or one of its controlled Affiliates (as determined in a final non appealable judgment of a court of competent jurisdiction) or (iiiz) any dispute between and among Indemnified Persons (other than a dispute involving claims against the Administrative Agent or the Lead Arranger or any other agent or co agent (if any) (and solely in the case of a co-agent, solely in connection with its syndication of the Facility) that do a court of competent jurisdiction has determined in a final and non appealable decision did not involve actions or arise from an act omissions of any Affiliate of Holdings or omission by its Subsidiaries. None of the Borrower, the Guarantors, the Administrative Agent, the Lead Arranger, any Borrower or the Guarantors Lender, or any of their respective affiliates and is brought by an Affiliates or any other Indemnified Person shall be liable for any indirect, special, punitive, exemplary or consequential (other than claims against including lost profits) damages in connection with this Agreement, the Transaction, the Facility, the Closing Date Commitment Letter or the use of proceeds therefrom; provided that nothing contained in this sentence shall limit the indemnity and reimbursement obligations set forth in this Section 12.01 of any Agent in its capacity as such or in its fulfilling such role)Loan Party. To the extent that the undertaking to indemnify, pay or hold harmless any the Administrative Agent or any Lender or other Indemnified Person set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Credit Parties Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. (b) No . For clarity, the term “Administrative Agent” as used in this Section 12.01 shall include the Administrative Agent acting in its capacity as Collateral Agent under the Loan Documents. To the full extent permitted by applicable law, each of the Borrower, the Guarantors, the Administrative Agent, the Lead Arranger, any Lender, or any of their respective Affiliates or any other Indemnified Person shall not assert, and hereby waives, any claim against any Indemnified Person or any other Person party hereto or their respective Affiliates, on any theory of liability for special, indirect, consequential (including lost profits), exemplary, 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 the use of the proceeds thereof; provided that nothing contained in this sentence shall limit the indemnity and reimbursement obligations set forth in this Section 12.01 of any Loan Party. No Indemnified Person shall be responsible liable for any damages arising from the use by unintended recipients of any information or liable to any Credit Party or any other Person for (x) any determination made materials distributed by it pursuant to through telecommunications, electronic or other information transmission systems in connection with this Agreement or any the other Credit Document in Loan Documents or the absence of gross negligencetransactions contemplated hereby or thereby, bad faith or willful misconduct on except to the part extent the liability of such Indemnified Person results from such Indemnified Person’s gross negligence or willful misconduct (in each case, as determined by a court of competent jurisdiction in a final and non-appealable judgmentdecision). No Loan Party, Permitted Holder nor any of their respective Affiliates will, without the prior consent of the relevant Indemnified Person, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any proceeding in respect of which indemnification may be south pursuant to this Section 12.01 (yirrespective of whether such Indemnified Person is party thereto) any unless such settlement, compromise, consent or termination (a) includes an unconditional release of each relevant Indemnified Person from all liability arising out of or directly and indirectly relating thereto and (b) does not include a statement as to the admission, fault or culpability or failure to act by such Indemnified Person. For the avoidance of doubt, this Section 12.01 shall not apply to Taxes, except Taxes that represent losses, claims or damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems or (z) any indirect, special, exemplary, incidental, punitive or consequential damages (including, without limitation, any loss of profits, business or anticipated savings) which may be alleged as a result of this Agreement or any other Credit Document or the financing contemplated herebynon-tax claim.

Payment of Expenses, etc. (a) The Credit Parties the Borrowers hereby jointly and severally agree to: (ia) if the Closing Date occurs, pay all reasonable invoiced and documented out-of-pocket costs and expenses of the Agents Administrative Agent and the Collateral Agent (including, without limitation, including the reasonable fees and disbursements of one primary their counsel to all Agents and Lenders and, if reasonably necessary, one maritime counsel and a single local counsel in any relevant jurisdiction each appropriate jurisdiction, and, in the case of an actual or perceived a conflict of interest where the Indemnified Person (as defined below) affected by such conflict informs the Lead Borrower of such conflict and thereafter retains its own counselinterest, of another firm of one additional counsel for in each jurisdiction to such affected Indemnified Person but excluding, other than as indicated under Section 13.01(a)(ii), Taxes other than Taxes that represent liabilities, obligations, losses, damages, penalties, actions, costs, expenses and disbursements arising from a non-Tax claimparties similarly situated) in connection with the preparation, execution and delivery administration of this Agreement and the other Credit Loan Documents and the documents and instruments referred to herein and thereintherein and in connection with the preparation, the negotiation, execution, delivery and administration hereof and thereof and of any amendment, waiver or consent relating hereto or thereto (whether or not effective)thereto, of the Agents in connection with their syndication efforts with respect to this Agreement and each of the Agents and each Lender Lenders in connection with the enforcement of this Agreement and the other Credit Loan Documents and the documents and instruments referred to herein and therein or protection of their rights hereunder or thereunder or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “"work-out” " or pursuant to any insolvency or bankruptcy proceedings (which shall be limited to one primary counsel to all Agents and Lenders to be retained by the Agent and, if reasonably necessary, one local counsel in any relevant jurisdiction and, in the case of an actual or perceived conflict of interest where the Indemnified Person affected by such conflict informs the Lead Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnified Person); (ii) pay and hold each Agent and each Lender harmless from and against any and all Other Taxes with respect to the foregoing matters and save each Agent and each 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 Agent, such Lender or the Lead Arranger) to pay such Other Taxesproceedings; and (iiib) indemnify each Agent and each Lender Lender, and each of their respective Affiliates, Affiliates and the officers, directors, employees, agents, trustees, representatives and investment advisors of each of the foregoing Related Parties (each, an “"Indemnified Person”Party") from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) (but excluding Taxes other than Taxes that represent liabilitiesincluding, obligationswithout limitation, lossesthe fees, damages, penalties, actions, costs, expenses charges and disbursements arising from of one firm of counsel for all such Indemnified Parties, taken as a non-Tax claimwhole, and, if necessary, of a single firm of maritime counsel and a single firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for all such Indemnified Parties, taken as a whole (and, in the case of an actual or perceived conflict of interest where the Indemnified Party affected by such conflict informs the Borrowers of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnified Party and, if necessary, of a single firm of maritime counsel and a single firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for such affected Indemnified Party)) incurred 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, (ai) any claim, investigation, litigation or other proceeding (whether or not any Agent or any Lender Indemnified Party is a party thereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit PartyLoan Party or any third party) related to the entering into and/or performance of this Agreement or any other Credit Loan Document or the proceeds of any Term Loans hereunder or the consummation of the Transaction Transactions or any other transactions contemplated herein or in any other Credit Loan Document or the exercise of any of their rights or remedies provided herein or in the other Credit Loan Documents, or (bii) the actual or alleged presence or Release of Hazardous Materials in the Environment relating in air, surface water or groundwater or on the surface or subsurface of any way to any Vessel or Real Property at any time owned, leased or operated, at operated by any time, by of the Lead Borrower Borrowers or any of its their Restricted Subsidiaries; , the generation, storage, transportation, handling, Release disposal or threat of Release of Hazardous Materials by any of the Lead Borrower Borrowers or any of its their Restricted Subsidiaries at any location, whether or not owned, leased or operated by any of the Lead Borrower Borrowers or any of its their Restricted Subsidiaries; , the non-compliance by the Lead Borrower or any of its Subsidiaries noncompliance with any Environmental Law (including applicable permits thereunder) applicable to any Real Property; Vessel or any Environmental Claim asserted against the Lead Borrower, any of its Subsidiaries or relating in any way to any Real Property at any time owned, leased leased, operated or operated occupied by any of the Lead Borrower Borrowers or any of its their Restricted Subsidiaries, or any Environmental Claim related to any of the Borrowers or any of their Restricted Subsidiaries, or any Vessel or Real Property at any time owned, leased, operated or occupied by any of the Borrowers or any of their Restricted Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation litigation, claim or other proceeding, or any other liability or obligation under Environmental Law relating in all cases, whether or not caused by or arising, in whole or in part, out any way to any of the comparativeBorrowers or any of their Restricted Subsidiaries; provided that no such Indemnified Party shall be indemnified for costs, contributory or sole negligence of the Indemnified Person (but excluding in each case any expenses, losses, liabilities, claims, damages damages, penalties or expenses liabilities (ia) to the extent incurred determined by reason a final, non-appealable judgment of a court of competent jurisdiction to have resulted from the fraud, gross negligence, bad faith negligence or willful misconduct of the applicable Indemnified Person, any Affiliate of such Indemnified Person or any of their respective directors, officers, employees, representatives, agents, Affiliates, trustees or investment advisorsParty, (iib) to the extent incurred resulting from a claim brought by reason the Parent or any of any its Subsidiaries against such Indemnified Party for material breach of the obligations in bad faith of such Indemnified Person under this Agreement Party's obligations hereunder, if the Parent or the other Credit Documents (such Subsidiary has obtained a final and non-appealable judgment in the case of each of preceding clauses (i) and (ii)its or its Subsidiary's favor on such claim, as determined by a court of competent jurisdiction in a final and non-appealable decision) or (iiic) to the extent resulting from a proceeding that do does not involve or arise from an act or omission by the Parent, any Borrower or the Guarantors of its Subsidiaries or any of their respective affiliates Affiliates and that is brought by an Indemnified Person Party against any other Indemnified Party (other than claims against any Agent agent in its capacity as such as, or in fulfilling its fulfilling such role as agent, or any similar role, under this Agreement). To the extent that the undertaking to indemnify, pay or hold harmless any Agent or any Lender or other Indemnified Person Party set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Credit Parties Borrowers shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. (b) No Agent . Without limiting the Borrowers' reimbursement, indemnification and contribution obligations set forth in this Section 10.01, in no event shall such Indemnified Party have any liability for any indirect, consequential, special or any punitive damages in connection with or as a result of such Indemnified Person shall be responsible or liable to any Credit Party or any other Person for (x) any determination made by it pursuant Party's activities related to this Agreement or the other Loan Documents. In no event shall the Borrowers have any other Credit Document in liability to the absence of gross negligence, bad faith or willful misconduct on the part of such Indemnified Person (in each case, as determined by a court of competent jurisdiction in a final and non-appealable judgment), (y) any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems or (z) Parties for any indirect, specialconsequential, exemplary, incidental, special or punitive damages in connection with or consequential damages (including, without limitation, any loss of profits, business or anticipated savings) which may be alleged as a result of the Borrowers' activities relating to this Agreement or the other Loan Documents, other than reimbursement, indemnity and contribution obligations set forth in this Section 10.01 relating to indirect, consequential, special or punitive damages for which an Indemnified Party is liable. This Section 10.01 shall not apply with respect to Taxes other than Taxes that represent losses, claims, damages, etc., arising from any other Credit Document or the financing contemplated herebynon-Tax claim.

Payment of Expenses, etc. The Loan Parties shall pay, within fifteen (15) days of a written demand therefor, (a) The Credit Parties hereby jointly and severally agree to: (i) if the Closing Date occurs, pay all reasonable invoiced and documented out-of-pocket costs and expenses of the Agents (including, without limitation, the reasonable fees and disbursements of one primary counsel to all Agents and Lenders and, if reasonably necessary, one local counsel in incurred by any relevant jurisdiction and, in the case of an actual or perceived conflict of interest where the Indemnified Person (as defined below) affected by associated with the syndication of the facility and the preparation, execution, delivery and administration of the Credit Documents and any amendment and waiver with respect thereto (including the reasonable and documented fees, charges and disbursements of counsel (and, if necessary, local and/or special counsel), except that any reimbursement obligation to (a) the Lenders shall be limited to (i) one counsel to such Indemnified Persons taken as a whole, (ii) in the case of any conflict informs of interest, additional counsel to each group of similarly situated Indemnified Persons, limited to one such additional counsel and (iii) if necessary, one local counsel in each relevant jurisdiction and one special counsel in each relevant specialty (and, in the Lead Borrower case of such any conflict of interest, one additional local counsel and thereafter retains its own one additional special counsel, as applicable, to each group of another firm of similarly situated Indemnified Persons) and (b) an Administrative Agent shall be limited to one counsel for such affected Indemnified Person but excludingand, other than as indicated under Section 13.01(a)(iiif necessary, one local counsel in each relevant jurisdiction and one special counsel in each relevant specialty), Taxes other than Taxes that represent liabilities, obligations, losses, damages, penalties, actions, costs, expenses and disbursements arising from a non-Tax claim) in connection with the preparation, execution negotiation, execution, delivery and delivery administration of this Agreement and the other Credit Documents and the documents and instruments referred to herein and thereinDocuments, the administration issuance of offers of Autonomous Promise of Debt from time to time, the making of the Loans or any amendments, modifications or waivers of the provisions hereof and or thereof and (b) all documented out-of-pocket expenses incurred by any amendment, waiver or consent relating hereto or thereto (whether or not effective), of the Agents in connection with their syndication efforts with respect to this Agreement and of the Agents and each Lender Indemnified Person in connection with the enforcement of the Credit Documents (including the documented fees, charges and disbursements of counsel (and, if necessary, local and/or special counsel), except that any reimbursement obligation to (a) the Lenders shall be limited to (i) one counsel to such Indemnified Persons taken as a whole, (ii) in the case of any conflict of interest, additional counsel to each group of similarly situated Indemnified Persons, limited to one such additional counsel and (iii) if necessary, one local counsel in each relevant jurisdiction and one special counsel in each relevant specialty (and, in the case of any conflict of interest, one additional local counsel and one additional special counsel, as applicable, to each group of similarly situated Indemnified Persons) and (b) an Administrative Agent shall be limited to one counsel and, if necessary, one local counsel in each relevant jurisdiction and one special counsel in each relevant specialty) in connection with the enforcement or protection of its rights in connection with this Agreement and the other Credit Documents Documents, including its rights under this Section 12.1, or the taking of any action that any Loan Party is required, but has failed, to take under any Credit Document. All costs and expenses of complying with the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring provisions hereof are for the sole account of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (which shall be limited to one primary counsel to all Agents and Lenders Loan Parties unless explicitly stated herein to be retained by for the Agent and, if reasonably necessary, one local counsel in any relevant jurisdiction and, in the case of an actual or perceived conflict of interest where the Indemnified Person affected by such conflict informs the Lead Borrower of such conflict and thereafter retains its own counsel, account of another firm of counsel for such affected Indemnified Person); (ii) pay and hold each Agent and each Lender harmless from and against any and all Other Taxes with respect to the foregoing matters and save each Agent and each 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 Agent, such Lender or the Lead Arranger) to pay such Other Taxes; and (iii) indemnify each Agent and each Lender and their respective Affiliates, and the officers, directors, employees, agents, trustees, representatives and investment advisors of each of the foregoing (each, an “Indemnified Person”) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) (but excluding Taxes other than Taxes that represent liabilities, obligations, losses, damages, penalties, actions, costs, expenses and disbursements arising from a non-Tax claim) incurred 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 any Agent or any Lender is a party thereto 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 proceeds of any Term Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein or in any other Credit Document 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 Environment relating in any way to any Real Property owned, leased or operated, at any time, by the Lead Borrower or any of its Subsidiaries; the generation, storage, transportation, handling, Release or threat of Release of Hazardous Materials by the Lead Borrower or any of its Subsidiaries at any location, whether or not owned, leased or operated by the Lead Borrower or any of its Subsidiaries; the non-compliance by the Lead Borrower or any of its Subsidiaries with any Environmental Law (including applicable permits thereunder) applicable to any Real Property; or any Environmental Claim asserted against the Lead Borrower, any of its Subsidiaries or relating in any way to any Real Property at any time owned, leased or operated by the Lead Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Indemnified Person (but excluding in each case any losses, liabilities, claims, damages or expenses (i) to the extent incurred by reason of the gross negligence, bad faith or willful misconduct of the applicable Indemnified Person, any Affiliate of such Indemnified Person or any of their respective directors, officers, employees, representatives, agents, Affiliates, trustees or investment advisors, (ii) to the extent incurred by reason of any material breach of the obligations of such Indemnified Person under this Agreement or the other Credit Documents (in the case of each of preceding clauses (i) and (ii), as determined by a court of competent jurisdiction in a final and non-appealable decision) or (iii) that do not involve or arise from an act or omission by any Borrower or the Guarantors or any of their respective affiliates and is brought by an Indemnified Person (other than claims against any Agent in its capacity as such or in its fulfilling such role). To the extent that the undertaking to indemnify, pay or hold harmless any Agent or any Lender or other Indemnified Person set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Credit Parties shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. (b) No Agent or any Indemnified Person shall be responsible or liable to any Credit Party or any other Person for (x) any determination made by it pursuant to this Agreement or any other Credit Document in the absence of gross negligence, bad faith or willful misconduct on the part of such Indemnified Person (in each case, as determined by a court of competent jurisdiction in a final and non-appealable judgment), (y) any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems or (z) any indirect, special, exemplary, incidental, punitive or consequential damages (including, without limitation, any loss of profits, business or anticipated savings) which may be alleged as a result of this Agreement or any other Credit Document or the financing contemplated hereby.

Payment of Expenses, etc. (a) The Credit Parties hereby jointly and severally agree agree, from and after the Amendment and Restatement Effective Date, to: (i) if the Closing Date occurs, pay all reasonable invoiced and documented out-of-pocket costs and expenses of the Agents (includinglimited, without limitationin the case of legal expenses, to the reasonable fees and disbursements of one primary counsel to all Agents Agents, Lenders and Lenders Issuing Banks, taken as a whole, and, if reasonably necessary, one local counsel in any relevant jurisdiction and, in the case of an actual or perceived conflict of interest where the Indemnified Person (as defined below) affected by such conflict informs the Lead Borrower of such conflict and thereafter retains its own counsel, of another which may include a single firm of counsel for such affected Indemnified Person but excluding, other than as indicated under Section 13.01(a)(iiacting in multiple jurisdictions), Taxes other than Taxes that represent liabilities, obligations, losses, damages, penalties, actions, costs, expenses and disbursements arising from a non-Tax claim) in connection with (x) the preparation, execution execution, enforcement and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein, (y) the administration hereof and thereof and any amendment, waiver or consent relating hereto or thereto (whether or not effective), of the Agents in connection with ) and (z) their syndication efforts with respect to this Agreement Agreement; (ii) pay all reasonable invoiced out-of-pocket costs and expenses of the Agents Agents, each Issuing Bank and each Lender in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency Insolvency or bankruptcy proceedings Liquidation Proceedings (which shall be limited limited, in the case of legal expenses, to the reasonable fees and disbursements of one primary counsel to all Agents and Lenders (to be retained by the Agent Administrative Agent) to all Agents, Xxxxxxx and Issuing Banks, taken as a whole, and, if reasonably necessary, one local counsel in any relevant jurisdiction (which may include a single firm of counsel acting in multiple jurisdictions) and, in the case of an actual or perceived conflict of interest where the any Indemnified Person affected by such conflict informs the Lead Borrower of such conflict and thereafter retains its own counselconflict, of another a single additional firm of counsel in each relevant jurisdiction for such all similarly situated affected Indemnified PersonPersons); (ii) pay and hold each Agent and each Lender harmless from and against any and all Other Taxes with respect to the foregoing matters and save each Agent and each 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 Agent, such Lender or the Lead Arranger) to pay such Other Taxes; and (iii) indemnify each Agent Agent, each Issuing Bank and each Lender and their respective Affiliates, and the partners, shareholders, officers, directors, employees, agents, trustees, representatives and investment advisors of each of the foregoing foregoing, in each case, together with their respective successors and assigns (each, an “Indemnified Person”) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) (but excluding Taxes other than Taxes that represent liabilities, obligations, losses, damages, penalties, actions, costs, expenses and disbursements arising from a non-Tax claim) incurred 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 any Agent Agent, any Issuing Bank or any Lender is a party thereto 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 proceeds of any Term Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein or in any other Credit Document 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 Environment relating in any way to any Real Property owned, leased or operated, at any time, by the Lead Borrower Holdings or any of its Subsidiaries; the generation, storage, transportation, handling, Release or threat of Release of Hazardous Materials by the Lead Borrower Holdings or any of its Subsidiaries at any location, whether or not owned, leased or operated by the Lead Borrower Holdings or any of its Subsidiaries; the non-compliance by the Lead Borrower Holdings or any of its Subsidiaries with any Environmental Law (including applicable permits thereunder) applicable to any Real Property; or any Environmental Claim asserted against the Lead Borroweror liability under Environmental Laws relating in any way to Holdings, any of its Subsidiaries or relating in any way to any Real Property at any time owned, leased or operated by the Lead Borrower Holdings or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Indemnified Person (but excluding in each case (and each Indemnified Person, by accepting the benefits hereof, agrees to promptly refund or return any indemnity received hereunder to the extent it is later determined by a final, non-appealable judgment of a court of competent jurisdiction that such Indemnified Person is not entitled thereto) any losses, liabilities, claims, damages or expenses (i) to the extent incurred by reason of the gross negligence, bad faith or willful misconduct of the applicable Indemnified Person, any Affiliate of such Indemnified Person or any of their respective directors, officers, employees, representatives, agents, Affiliates, trustees or investment advisors, (ii) to the extent incurred by reason of any material breach of the obligations of such Indemnified Person under this Agreement or the other Credit Documents (in the case of each of the preceding clauses (i) and (ii), as determined by a court of competent jurisdiction in a final and non-appealable decision) or (iii) that do not involve or arise from an act or omission by any Borrower or the Guarantors Credit Party or any of their respective affiliates and is brought by an Indemnified Person against another Indemnified Person (other than claims against any Agent solely in its capacity as such or in its fulfilling such role)). To the extent that the undertaking to indemnify, pay or hold harmless any Agent Agent, any Issuing Bank or any Lender or other Indemnified Person set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Credit Parties shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. (b) No Agent or any Indemnified Person shall be responsible or liable to any Credit Party or any other Person for (x) any determination made by it pursuant to this Agreement or any other Credit Document in the absence of gross negligence, bad faith or willful misconduct on the part of such Indemnified Person (in each case, as determined by a court of competent jurisdiction in a final and non-appealable judgment), ) or (y) any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems systems. (c) No party hereto (and no Indemnified Person or any Subsidiary or Affiliate of Holdings) shall be responsible to any other party hereto (zor any Indemnified Person or any Subsidiary or Affiliate of Holdings) for any indirect, special, exemplary, incidental, punitive or consequential damages (including, without limitation, any loss of profits, business or anticipated savings) which may be alleged as a result of this Agreement or any other Credit Document or the financing contemplated hereby; provided that nothing in this Section 13.01(c) shall limit the Credit Parties’ indemnity obligations to the extent that such indirect, special, punitive or consequential damages are included in any claim by a third party unaffiliated with any Indemnified Person with respect to which the applicable Indemnified Person is entitled to indemnification under Section 13.01(a).

Payment of Expenses, etc. (a) The Credit Parties hereby jointly and severally agree toBorrower shall: (i) if the Closing Date occurs, pay all reasonable invoiced and documented out-of-pocket costs and expenses of (w) the Agents Administrative Agent and the Lead ArrangerArrangers (including, without limitation, the reasonable fees and disbursements of one primary White & Case LLP and Moses & Singer LLP) in connection with the preparation, execution and, delivery and performance 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 (provided that payments in respect of legal fees and expenses shall be limited to reasonable and documented fees, disbursements and other charges of a single external counsel to all Agents the Administrative Agent, the Lead ArrangerArrangers , Issuing Lenders and Lenders andeach other Agent and their respective Affiliates, an additional external counsel to the Administrative Agent (provided that the aggregate cost of both such external counsel is not unreasonably or materially greater than the cost of a single such external counsel would be) and if reasonably necessary, one local or special counsel in any relevant jurisdiction to such Persons (and, in the case of an actual or perceived conflict of interest where the Indemnified Person (as defined below) person affected by such conflict informs the Lead Borrower you of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnified Person but excludingindemnified person, other than as indicated under Section 13.01(a)(iiand, if necessary, of a single firm of local or special counsel acting in multiple jurisdictions)), Taxes other than Taxes that represent liabilities, obligations, losses, damages, penalties, actions, costs, expenses (x) each of the Administrative Agent and disbursements arising from a non-Tax claim) the Lead ArrangerArrangers in connection with the preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein, the administration hereof and thereof and any amendment, waiver or consent relating hereto or thereto (whether or not effective), of the Agents in connection with their its syndication efforts with respect to this Agreement Agreement, (y) the Administrative Agent, each Issuing Lender and the Swingline Lender in connection with the Back-Stop Arrangements entered into by such Persons and (z) each of the Agents Administrative Agent and the Lead Arranger and, during the continuation of an Event of Default, each Lender of the Administrative Agent, the Lead Arrangers, the Issuing Lenders and Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or (provided that payments in connection with any refinancing or restructuring respect of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (which legal fees and expenses shall be limited to actual reasonable documented out-of-pocket fees, disbursements and other charges of one primary counsel to all Agents and consultants for the Administrative Agent, the Lead ArrangerArranger s, the Issuing Lenders and the Lenders, an additional external counsel to be retained by the Administrative Agent and, and if reasonably necessary, one local counsel in any relevant jurisdiction andto such Persons, and in the case of an actual or perceived a conflict of interest where the Indemnified Person affected by such conflict informs the Lead Borrower of such conflict and thereafter retains its own counselinterest, of another firm of one additional counsel for such affected Indemnified Person); (ii) pay and hold each Agent and each Lender harmless from and against any and all Other Taxes with respect to the foregoing matters and save each Agent and each 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 Agent, such Lender or the Lead ArrangerPersons) to pay such Other Taxesin each case promptly following receipt of a reasonably detailed invoice therefor; and (iiiii) indemnify each Agent and each Lender (including in its capacity as an Issuing Lender), and each of their respective Affiliates, and the officers, directors, employees, agentsrepresentatives, trusteesaffiliates, representatives advisors and investment advisors of each of the foregoing agents (each, an “Indemnified Person”) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, costs and expenses and disbursements (including reasonable attorneys’ and consultants’ limited in the case of legal fees and disbursements) expenses, to the reasonable and documented fees, disbursements and other charges of one counsel to each indemnitee, and if necessary, one local or special counsel in any relevant jurisdiction to such Person (but excluding Taxes other than Taxes that represent liabilitiesand, obligationsin the case of an actual or perceived conflict of interest where the person affected by such conflict informs you of such conflict and thereafter retains its own counsel, lossesof another firm of counsel for such affected indemnified person, damagesand, penaltiesif necessary, actions, costs, expenses and disbursements arising from of a non-Tax claimsingle firm of local or special counsel acting in multiple jurisdictions)) incurred 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 any Agent or any Lender is a party thereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Partythereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit (including any refusal by any Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) or the proceeds of any Term Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein or in any other Credit Document 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 Environment relating in any way to air, surface water or groundwater or on the surface or subsurface of any Real Property owned, leased owned or operated, at any time, time operated by the Lead Borrower or any of its Subsidiaries; , the generation, storage, transportation, handling, Release handling or threat of Release disposal of Hazardous Materials by the Lead Borrower or any of its Subsidiaries at any location, whether or not owned, leased owned or operated by the Lead Borrower or any of its Subsidiaries; , the non-compliance by the Lead Borrower or of any of its Subsidiaries Real Property with any Environmental Law 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 Lead Borrower, any of its Subsidiaries Subsidiaries, or relating in any way to any Real Property owned or at any time owned, leased or operated by the Lead Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable and documented fees and disbursements of counsel (limited in the case of legal fees and expenses, to the reasonable and documented fees, disbursements and other charges of a single external counsel, and if necessary, one local or special counsel in any relevant jurisdiction (and, in the case of an actual or perceived conflict of interest where the person affected by such conflict informs you of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected indemnified person, and, if necessary, of a single firm of local or special counsel acting in multiple jurisdictions)) and other consultants incurred in connection with any such investigation, litigation or other proceeding, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Indemnified Person proceeding (but excluding in each case any losses, liabilities, claims, damages or expenses (i) to the extent incurred by reason of the gross negligence, bad faith negligence or willful misconduct of the applicable Indemnified Personof, any Affiliate of such Indemnified Person or any of their respective directors, officers, employees, representatives, agents, Affiliates, trustees or investment advisors, (ii) to the extent incurred by reason of any material breach of the its material obligations of such Indemnified Person under this Agreement or the any other Credit Documents Document by, the Indemnified Person to be indemnified (in the case of each of preceding clauses (i) and (ii), as determined by a court of competent jurisdiction in a final and non-appealable decision) or (iii) that do not involve or arise from an act or omission by any Borrower or the Guarantors or any of their respective affiliates and is brought by an Indemnified Person (other than claims against any Agent in its capacity as such or in its fulfilling such role)). To the extent that the undertaking to indemnify, pay or hold harmless any Agent or any Lender or other Indemnified Person set forth in the preceding sentence may be is unenforceable because it is violative of any law or public policy, the Credit Parties Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. . (b) No Agent (b) To the full extent permitted by applicable law, none of the parties hereto shall assert, and each party hereto hereby waives, any claim against any other party hereto, on any theory of liability, for consequential, special, indirect or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof. No Indemnified Person shall be responsible liable for any damages arising from the use by unintended recipients of any information or liable to any Credit Party or any other Person for (x) any determination made materials distributed by it pursuant to through telecommunications, electronic or other information transmission systems in connection with this Agreement or any the other Credit Document in Documents or the absence of gross negligencetransactions contemplated hereby or thereby, bad faith or willful misconduct on except to the part extent the liability of such Indemnified Person results from such Indemnified Person’s gross negligence or willful misconduct (in each case, as determined by a court of competent jurisdiction in a final and non-appealable judgmentdecision), (y) any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems or (z) any indirect, special, exemplary, incidental, punitive or consequential damages (including, without limitation, any loss of profits, business or anticipated savings) which may be alleged as a result of this Agreement or any other Credit Document or the financing contemplated hereby.

Payment of Expenses, etc. (a) The Credit Parties hereby jointly and severally agree toBorrower shall: (i) if whether or not the Closing Date occurstransactions herein contemplated are consummated, pay all reasonable invoiced out-of-pocket costs and expenses of (A) the Agents Administrative Agent and its affiliates (including, without limitation, the reasonable fees and disbursements of one primary counsel to all Agents and Lenders and, if reasonably necessary, one local counsel in any relevant jurisdiction and, in the case of an actual or perceived conflict of interest where the Indemnified Person (as defined below) affected by such conflict informs the Lead Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnified Person but excluding, other than as indicated under Section 13.01(a)(ii), Taxes other than Taxes that represent liabilities, obligations, losses, damages, penalties, actions, costs, expenses and disbursements arising from a non-Tax claimWhite & Case LLP) in connection with the preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein, any addition of a Real Estate Asset to, or removal of a Borrowing Base Property from, the administration hereof and thereof Borrowing Base, and any amendment, waiver or consent relating hereto to this Agreement, the other Credit Documents or thereto the documents and instruments referred to herein and therein, (whether or not effective), of B) the Agents Administrative Agent and its affiliates in connection with their syndication efforts (including, without limitation, printing, distribution and meetings) with respect to this Agreement and (C) the Administrative Agent and its affiliates and, after the occurrence of an Event of Default, each of the Agents and each Lender Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-outworkout” or pursuant to any insolvency or bankruptcy proceedings (which including, in each case in respect of preceding clauses (A), (B) and (C) without limitation, (x) the reasonable fees and disbursements of counsel and consultants for the Administrative Agent and its affiliates (it being understood that, for purposes of this clause (i), the Administrative Agent and its affiliates shall be limited entitled to be reimbursed for one primary counsel to all Agents and Lenders to be retained by the Agent and, if reasonably necessaryto the extent that the Administrative Agent in its good faith reasonable discretion determines that additional counsel is necessary or advisable, for one or additional local or foreign counsel in any relevant each jurisdiction and, in which the case Administrative Agent has made such a determination) and (y) after the occurrence of an actual or perceived conflict Event of interest where Default, also the Indemnified Person affected by such conflict informs the Lead Borrower reasonable fees and disbursements of such conflict and thereafter retains its own counsel, of another firm of only one counsel for such affected Indemnified Personthe other Lenders as a group); (ii) pay and hold each the Administrative Agent and each Lender of the Lenders harmless from and against any and all Other Taxes present and future stamp, excise and other similar documentary taxes with respect to the foregoing matters and save each the Administrative Agent and each Lender of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Administrative Agent or such Agent, such Lender or the Lead ArrangerLender) to pay such Other Taxestaxes; and (iii) indemnify each the Administrative Agent and each Lender Lender, and each of their respective Affiliates, and the affiliates officers, directors, employees, agents, trustees, representatives and investment advisors of each of the foregoing (each, an “Indemnified Person”) agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) (but excluding Taxes other than Taxes that represent liabilities, obligations, losses, damages, penalties, actions, costs, expenses and disbursements arising from a non-Tax claim) incurred 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 any the Administrative Agent or any Lender is a party thereto 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 proceeds of any Term Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein or in any other Credit Document 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 Environment relating in any way to air, surface, water or groundwater or on the surface or subsurface of any Real Property at any time owned, leased or operated, at any timedirectly or indirectly, by any of the Lead Borrower Credit Parties or any of its Subsidiaries; their respective Subsidiaries or any other Person which is a Borrowing Base Property Owner, the generation, storage, transportation, handling, Release handling or threat of Release disposal of Hazardous Materials by any of the Lead Borrower Credit Parties or any of its their respective Subsidiaries at any location, whether or not owned, leased or operated by any of the Lead Borrower Credit Parties or any of its their respective Subsidiaries; , the non-compliance of any Real Property, directly or indirectly, at any time owned, leased or operated by any of the Lead Borrower Credit Parties or any of its their respective Subsidiaries or any other Person which is a Borrowing Base Property Owner, with any Environmental Law foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to any such Real Property; , or any Environmental Claim asserted against any of the Lead BorrowerCredit Parties, any of its their respective Subsidiaries or relating in any way to other Person which is a Borrowing Base Property Owner, or any Real Property at any time owned, leased or operated by any of the Lead Borrower Credit Parties or any of its Subsidiariestheir respective Subsidiaries or any other Person which is a Borrowing Base Property Owner, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other oth er consultants incurred in connection with any such investigation, litigation or other proceeding, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Indemnified Person proceeding (but excluding in each case any losses, liabilities, claims, damages or expenses (i) to the extent incurred by reason of the gross negligence, bad faith negligence or willful misconduct of the applicable Indemnified Person, any Affiliate of such Indemnified Person or any of their respective directors, officers, employees, representatives, agents, Affiliates, trustees or investment advisors, to be indemnified (ii) to the extent incurred by reason of any material breach of the obligations of such Indemnified Person under this Agreement or the other Credit Documents (in the case of each of preceding clauses (i) and (ii), as determined by a court of competent jurisdiction in a final and non-appealable decision) )). In addition, the foregoing indemnification in favor of any director, officer, employee, representative or (iii) that do not involve or arise from an act or omission by any Borrower or agent of the Guarantors Administrative Agent or any of Lender shall be solely in their respective affiliates and is brought by an Indemnified Person (other than claims against any Agent in its capacity capacities as such director, officer, employee, representative or in its fulfilling such role)agent. To the extent that the undertaking to indemnify, pay or hold harmless any Agent or the Administrative Agent, any Lender or any other Indemnified Person indemnified person set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Credit Parties Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. (b) No Agent or any Indemnified Person shall be responsible or liable to any Credit Party or any other Person for (x) any determination made by it pursuant to this Agreement or any other Credit Document in the absence of gross negligence, bad faith or willful misconduct on the part of such Indemnified Person (in each case, as determined by a court of competent jurisdiction in a final and non-appealable judgment), (y) any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems or (z) any indirect, special, exemplary, incidental, punitive or consequential damages (including, without limitation, any loss of profits, business or anticipated savings) which may be alleged as a result of this Agreement or any other Credit Document or the financing contemplated hereby.

Payment of Expenses, etc. The Borrower shall pay, within fifteen days of a written demand therefor (together with backup documentation supporting such reimbursement request), (a) The Credit Parties hereby jointly and severally agree to: (i) if the Closing Date occurs, pay all reasonable invoiced and documented out-of-pocket costs and expenses of the Agents (including, without limitation, the reasonable fees and disbursements of one primary counsel to all Agents and Lenders and, if reasonably necessary, one local counsel in incurred by any relevant jurisdiction and, in the case of an actual or perceived conflict of interest where the Indemnified Person (as defined below) affected by (including the reasonable and documented fees, charges and disbursements of counsel (and, if necessary, local and/or special counsel), except that any reimbursement obligation to (a) the Lenders shall be limited to (i) one counsel to such Indemnified Persons taken as a whole, (ii) in the case of any conflict informs the Lead Borrower of interest, additional counsel to each group of similarly situated Indemnified Persons, limited to one such conflict and thereafter retains its own additional counsel, and (iii) if necessary, one local counsel in each relevant jurisdiction and one special counsel in each relevant specialty (and, in the case of another firm any conflict of interest, one additional local counsel for such affected and one additional special counsel, as applicable, to each group of similarly situated Indemnified Person but excludingPersons) and (b) an Agent shall be limited to one counsel and, other than as indicated under Section 13.01(a)(iiif necessary, one local counsel in each relevant jurisdiction and one special counsel in each relevant specialty), Taxes other than Taxes that represent liabilities, obligations, losses, damages, penalties, actions, costs, expenses and disbursements arising from a non-Tax claim) in connection with the preparation, execution negotiation, execution, delivery and delivery administration of this Agreement and the other Credit Documents and the documents and instruments referred to herein and thereinDocuments, the administration issuance of Checks from time to time, the making of the Loans or any amendments, modifications or waivers of the provisions hereof and or thereof and (b) all reasonable and documented out-of-pocket expenses incurred by any amendmentIndemnified Person (including the reasonable and documented fees, waiver or consent relating hereto or thereto charges and disbursements of counsel (whether or not effectiveand, if necessary, local and/or special counsel), except that any reimbursement obligation to (a) the Lenders shall be limited to (i) one counsel to such Indemnified Persons taken as a whole, (ii) in the case of any conflict of interest, additional counsel to each group of similarly situated Indemnified Persons, limited to one such additional counsel, and (iii) if necessary, one local counsel in each relevant jurisdiction and one special counsel in each relevant specialty (and, in the Agents case of any conflict of interest, one additional local counsel and one additional special counsel, as applicable, to each group of similarly situated Indemnified Persons) and (b) an Agent shall be limited to one counsel and, if necessary, one local counsel in connection with their syndication efforts with respect to this Agreement each relevant jurisdiction and of the Agents and one special counsel in each Lender relevant specialty) in connection with the enforcement or protection of its rights in connection with this Agreement and the other Credit Documents Documents, including its rights under this Section 12.1, or the taking of any action that any Loan Party is required, but has failed, to take under any Credit Document. All costs and expenses of complying with the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring provisions hereof are for the sole account of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (which shall be limited to one primary counsel to all Agents and Lenders Borrower unless explicitly stated herein to be retained by for the Agent and, if reasonably necessary, one local counsel in any relevant jurisdiction and, in the case of an actual or perceived conflict of interest where the Indemnified Person affected by such conflict informs the Lead Borrower of such conflict and thereafter retains its own counsel, account of another firm of counsel for such affected Indemnified Person); (ii) pay and hold each Agent and each Lender harmless from and against any and all Other Taxes with respect to the foregoing matters and save each Agent and each 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 Agent, such Lender or the Lead Arranger) to pay such Other Taxes; and (iii) indemnify each Agent and each Lender and their respective Affiliates, and the officers, directors, employees, agents, trustees, representatives and investment advisors of each of the foregoing (each, an “Indemnified Person”) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) (but excluding Taxes other than Taxes that represent liabilities, obligations, losses, damages, penalties, actions, costs, expenses and disbursements arising from a non-Tax claim) incurred 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 any Agent or any Lender is a party thereto 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 proceeds of any Term Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein or in any other Credit Document 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 Environment relating in any way to any Real Property owned, leased or operated, at any time, by the Lead Borrower or any of its Subsidiaries; the generation, storage, transportation, handling, Release or threat of Release of Hazardous Materials by the Lead Borrower or any of its Subsidiaries at any location, whether or not owned, leased or operated by the Lead Borrower or any of its Subsidiaries; the non-compliance by the Lead Borrower or any of its Subsidiaries with any Environmental Law (including applicable permits thereunder) applicable to any Real Property; or any Environmental Claim asserted against the Lead Borrower, any of its Subsidiaries or relating in any way to any Real Property at any time owned, leased or operated by the Lead Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Indemnified Person (but excluding in each case any losses, liabilities, claims, damages or expenses (i) to the extent incurred by reason of the gross negligence, bad faith or willful misconduct of the applicable Indemnified Person, any Affiliate of such Indemnified Person or any of their respective directors, officers, employees, representatives, agents, Affiliates, trustees or investment advisors, (ii) to the extent incurred by reason of any material breach of the obligations of such Indemnified Person under this Agreement or the other Credit Documents (in the case of each of preceding clauses (i) and (ii), as determined by a court of competent jurisdiction in a final and non-appealable decision) or (iii) that do not involve or arise from an act or omission by any Borrower or the Guarantors or any of their respective affiliates and is brought by an Indemnified Person (other than claims against any Agent in its capacity as such or in its fulfilling such role). To the extent that the undertaking to indemnify, pay or hold harmless any Agent or any Lender or other Indemnified Person set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Credit Parties shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. (b) No Agent or any Indemnified Person shall be responsible or liable to any Credit Party or any other Person for (x) any determination made by it pursuant to this Agreement or any other Credit Document in the absence of gross negligence, bad faith or willful misconduct on the part of such Indemnified Person (in each case, as determined by a court of competent jurisdiction in a final and non-appealable judgment), (y) any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems or (z) any indirect, special, exemplary, incidental, punitive or consequential damages (including, without limitation, any loss of profits, business or anticipated savings) which may be alleged as a result of this Agreement or any other Credit Document or the financing contemplated hereby.

Payment of Expenses, etc. (a) The Credit Parties hereby jointly and severally agree to: (i) if the Closing Date occurs, pay all reasonable invoiced and documented out-of-pocket costs and expenses within 30 days after demand therefor (A) of the Agents Agents, the Joint Lead Arrangers and Issuing Banks (including, without limitation, the reasonable fees and disbursements of one primary counsel to all Agents in each of the U.S. and Lenders Canada, and, if reasonably necessary, one local counsel in any relevant jurisdiction and, and an additional counsel in the case of an actual or perceived conflict of interest where the Indemnified Person (as defined below) affected by such conflict informs the Lead Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnified Person but excluding, other than as indicated under Section 13.01(a)(ii), Taxes other than Taxes that represent liabilities, obligations, losses, damages, penalties, actions, costs, expenses and disbursements arising from a non-Tax claimconflicts) in connection with the preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein, the administration hereof and thereof and any amendment, waiver or consent relating hereto or thereto (whether or not effective), (B) of the Agents and the Joint Lead Arrangers in connection with their syndication efforts with respect to this Agreement and Agreement, (C) of the Agents Agents, the Joint Lead Arrangers and each Lender in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings and (which D) of the Agents, Joint Lead Arrangers and Lenders in connection with Collateral monitoring, Collateral reviews and appraisals (including, without limitation, field examination fees, appraiser fees and out-of-pocket expenses; provided that so long as no Event of Default or Cash Dominion Event shall have occurred and be limited continuing, (x) the fees and expenses relating to one primary counsel any individual field examination shall not exceed $40,000 and (y) the fees and expenses relating to all any individual Inventory appraisal shall not exceed $50,000), and while an Event of Default has occurred and is continuing, the fees and expenses of other advisors and professionals engaged by the Agents and Lenders to be retained by the Agent and, if reasonably necessary, one local counsel in any relevant jurisdiction and, in the case of an actual or perceived conflict of interest where the Indemnified Person affected by such conflict informs the Joint Lead Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnified Person)Arrangers; (ii) pay and hold each Agent and each Lender harmless from and against any and all Other Taxes with respect to the foregoing matters and save each Agent and each 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 Agent, such Lender or the Lead Arranger) to pay such Other Taxes[reserved]; and (iii) indemnify each Agent and Agent, each Lender Joint Lead Arranger, each Lender, each Issuing Bank and their respective AffiliatesAffiliates and branches, and the officers, directors, employees, agents, trustees, representatives and investment advisors of each of the foregoing (each, an “Indemnified Person”) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including (including, without limitation, the reasonable attorneys’ fees and disbursements of one primary counsel in each of the U.S. and Canada, and, if reasonably necessary, one local counsel in any relevant jurisdiction and an additional counsel in the case of conflicts, and consultants’ fees and disbursements) (but excluding Taxes other than Taxes that represent liabilities, obligations, losses, damages, penalties, actions, costs, expenses and disbursements arising from a non-Tax claim) incurred 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 any Agent Agent, any Joint Lead Arranger or any Lender is a party thereto 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 proceeds of any Term Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein or in any other Credit Document 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 Environment relating in any way to any Real Property owned, leased or operated, at any time, by the Lead Borrower Company or any of its SubsidiariesRestricted Subsidiary; the generation, storage, transportation, handling, Release or threat of Release of Hazardous Materials by the Lead Borrower Company or any of its Subsidiaries at any location, whether or not owned, leased or operated by the Lead Borrower Company or any of its Subsidiaries; the non-compliance by the Lead Borrower Company or any of its Subsidiaries with any Environmental Law (including applicable permits thereunder) applicable to any Real Property); or any Environmental Claim asserted against or other liability under Environmental Law relating in any way to the Lead BorrowerCompany, any of its Subsidiaries or relating in any way to any Real Property at any time owned, leased or operated by the Lead Borrower Company or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Indemnified Person proceeding (but excluding in each case any losses, liabilities, claims, damages or expenses (i) to the extent incurred by reason of the gross negligence, bad faith negligence or willful misconduct of the applicable Indemnified Person, any Affiliate or branch of such Indemnified Person or any of their respective directors, officers, employees, representatives, agents, Affiliates, trustees or investment advisors, (ii) to the extent incurred by reason of any material breach of the obligations of such Indemnified Person under this Agreement or the other Credit Documents (in the case of each of the preceding clauses (i) and (ii), as determined by a court of competent jurisdiction in a final and non-appealable decision) or (iii) that do not involve or arise from an act or omission by any Borrower or the Guarantors Credit Party or any of their respective affiliates and is brought by an Indemnified Person against another Indemnified Person (other than claims against any Agent solely in its capacity as such or in its fulfilling such role)) (collectively, the “Indemnified Liabilities”). To the extent that the undertaking to indemnify, pay or hold harmless any Agent Agent, any Joint Lead Arranger or any Lender or other Indemnified Person set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Credit Parties shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. (b) No Agent or any Indemnified Person shall be responsible or liable to any Credit Party or any other Person for (xI)(x) any determination made by it pursuant to this Agreement or any other Credit Document or (y) any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems, in each case, in the absence of gross negligence, bad faith negligence or willful misconduct on the part of such Agent or Indemnified Person (in each case, as determined by a court of competent jurisdiction in a final and non-appealable judgment), (y) any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems or (zII) any indirect, special, exemplary, incidental, punitive or consequential damages (including, without limitation, any loss of profits, business or anticipated savings) which may be alleged as a result of this Agreement or any other Credit Document or the financing contemplated hereby.

Payment of Expenses, etc. (a) The Credit Parties hereby jointly and severally agree toBorrower shall: (i) if whether or not the Closing Date occurstransactions herein contemplated are consummated, pay all reasonable invoiced out-of-pocket costs and expenses of (A) the Agents Administrative Agent and its affiliates (including, without limitation, the reasonable fees and disbursements of one primary counsel to all Agents and Lenders and, if reasonably necessary, one local counsel in any relevant jurisdiction and, in the case of an actual or perceived conflict of interest where the Indemnified Person (as defined below) affected by such conflict informs the Lead Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnified Person but excluding, other than as indicated under Section 13.01(a)(ii), Taxes other than Taxes that represent liabilities, obligations, losses, damages, penalties, actions, costs, expenses and disbursements arising from a non-Tax claimWhite & Case LLP) in connection with the preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein, any addition of a Real Estate Asset to, or removal of a Mortgaged Property from, the administration hereof and thereof Borrowing Base, and any amendment, waiver or consent relating hereto to this Agreement, the other Credit Documents or thereto the documents and instruments referred to herein and therein, (whether or not effective), of B) the Agents Administrative Agent and its affiliates in connection with their syndication efforts (including, without limitation, printing, distribution and meetings) with respect to this Agreement and (C) the Administrative Agent and its affiliates and, after the occurrence of an Event of Default, each of the Agents and each Lender Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” "workout" or pursuant to any insolvency or bankruptcy proceedings (which including, in each case in respect of preceding clauses (A), (B) and (C) without limitation, (x) the reasonable fees and disbursements of counsel and consultants for the Administrative Agent and its affiliates (it being understood that, for purposes of this clause (i), the Administrative Agent and its affiliates shall be limited entitled to be reimbursed for one primary counsel to all Agents and Lenders to be retained by the Agent and, if reasonably necessary, one local counsel in any relevant jurisdiction each Situs State and, to the extent that the Administrative Agent in its good faith reasonable discretion determines that additional counsel is necessary or advisable, for one single additional foreign counsel in each jurisdiction in which the case Administrative Agent has made such a determination) and (y) after the occurrence of an actual or perceived conflict Event of interest where Default, also the Indemnified Person affected by such conflict informs the Lead Borrower reasonable fees and disbursements of such conflict and thereafter retains its own counsel, of another firm of only one counsel for such affected Indemnified Personthe other Lenders as a group); (ii) pay and hold each the Administrative Agent and each Lender of the Lenders harmless from and against any and all Other Taxes present and future stamp, excise and other similar documentary taxes with respect to the foregoing matters and save each the Administrative Agent and each Lender of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Administrative Agent or such Agent, such Lender or the Lead ArrangerLender) to pay such Other Taxestaxes; and (iii) indemnify each the Administrative Agent and each Lender Lender, and each of their respective Affiliates, and the affiliates officers, directors, employees, agents, trustees, representatives and investment advisors of each of the foregoing (each, an “Indemnified Person”) agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ ' and consultants’ ' fees and disbursements) (but excluding Taxes other than Taxes that represent liabilities, obligations, losses, damages, penalties, actions, costs, expenses and disbursements arising from a non-Tax claim) incurred 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 any the Administrative Agent or any Lender is a party thereto 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 proceeds of any Term Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein or in any other Credit Document 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 Environment relating in any way to air, surface, water or groundwater or on the surface or subsurface of any Real Property at any time owned, leased or operated, at operated by any time, by of the Lead Borrower Credit Parties or any of its their respective Subsidiaries; , the generation, storage, transportation, handling, Release handling or threat of Release disposal of Hazardous Materials by any of the Lead Borrower Credit Parties or any of its their respective Subsidiaries at any location, whether or not owned, leased or operated by any of the Lead Borrower Credit Parties or any of its their respective Subsidiaries; , the non-compliance by the Lead Borrower or any of its Subsidiaries with any Environmental Law (including applicable permits thereunder) applicable to any Real Property; or any Environmental Claim asserted against the Lead Borrower, any of its Subsidiaries or relating in any way to any Real Property at any time owned, leased or operated by any of the Lead Borrower Credit Parties or any of its their respective Subsidiaries with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to such Real Property, or any Environmental Claim asserted against any of the Credit Parties, any of their respective Subsidiaries or any Real Property at any time owned, leased or operated by any of the Credit Parties or any of their respective Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Indemnified Person proceeding (but excluding in each case any losses, liabilities, claims, damages or expenses (i) to the extent incurred by reason of the gross negligence, bad faith negligence or willful misconduct of the applicable Indemnified Person, any Affiliate of such Indemnified Person or any of their respective directors, officers, employees, representatives, agents, Affiliates, trustees or investment advisors, to be indemnified (ii) to the extent incurred by reason of any material breach of the obligations of such Indemnified Person under this Agreement or the other Credit Documents (in the case of each of preceding clauses (i) and (ii), as determined by a court of competent jurisdiction in a final and non-appealable decision) )). In addition, the foregoing indemnification in favor of any director, officer, employee, representative or (iii) that do not involve or arise from an act or omission by any Borrower or agent of the Guarantors Administrative Agent or any of Lender shall be solely in their respective affiliates and is brought by an Indemnified Person (other than claims against any Agent in its capacity capacities as such director, officer, employee, representative or in its fulfilling such role)agent. To the extent that the undertaking to indemnify, pay or hold harmless any Agent or the Administrative Agent, any Lender or any other Indemnified Person indemnified person set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Credit Parties Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. (b) No Agent or any Indemnified Person shall be responsible or liable to any Credit Party or any other Person for (x) any determination made by it pursuant to this Agreement or any other Credit Document in the absence of gross negligence, bad faith or willful misconduct on the part of such Indemnified Person (in each case, as determined by a court of competent jurisdiction in a final and non-appealable judgment), (y) any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems or (z) any indirect, special, exemplary, incidental, punitive or consequential damages (including, without limitation, any loss of profits, business or anticipated savings) which may be alleged as a result of this Agreement or any other Credit Document or the financing contemplated hereby.

Payment of Expenses, etc. Each Credit Party agrees to pay (aor reimburse the Administrative Agent, the Lenders or their Affiliates, as the case may be) The Credit Parties hereby jointly and severally agree towithin 30 days of demand all of the following: (i) if whether or not the Closing Date occurstransactions contemplated hereby are consummated, pay for all reasonable invoiced and documented out-of-pocket costs and expenses of the Agents (including, without limitation, the reasonable fees and disbursements of one primary counsel to all Agents and Lenders and, if reasonably necessary, one local counsel in any relevant jurisdiction and, in the case of an actual or perceived conflict of interest where the Indemnified Person (as defined below) affected by such conflict informs the Lead Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnified Person but excluding, other than as indicated under Section 13.01(a)(ii), Taxes other than Taxes that represent liabilities, obligations, losses, damages, penalties, actions, costs, expenses and disbursements arising from a non-Tax claim) Administrative Agent in connection with the negotiation, preparation, syndication, administration and execution and delivery of this Agreement and the other Credit Loan Documents and the documents and instruments referred to herein therein and therein, the administration hereof syndication of the Commitments; (ii) all reasonable out-of-pocket costs and thereof and expenses of the Administrative Agent in connection with any amendment, waiver or consent relating hereto or thereto (whether or not effective), to any of the Agents in connection with their syndication efforts with respect to this Agreement Loan Documents; (iii) all reasonable out-of-pocket costs and expenses of the Agents Administrative Agent, the Lenders and each Lender their Affiliates in connection with the enforcement of this Agreement and any of the Loan Documents or the other Credit Documents and the documents and instruments referred to herein therein; provided, that for purposes of this clause (iii) the fees and therein or in connection with any refinancing or restructuring disbursements of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (which counsel shall be limited to one primary the fees and disbursements of counsel to all Agents the Administrative Agent and one other counsel for the Lenders to be retained by the Agent and, if reasonably necessary, one local counsel in any relevant jurisdiction and, in the case of unless there is an actual or perceived conflict of interest where the Indemnified Person affected by such conflict informs the Lead Borrower of such conflict and thereafter retains its own counselconflict, of another firm of then one counsel for such each affected Indemnified Person)Lender; (iiiv) pay and hold each Agent and each Lender harmless from and against any and all Other Taxes present and future stamp and other similar taxes with respect to the foregoing matters and save each the Administrative Agent and each Lender 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 any such Agent, such Lender or the Lead Arrangerindemnified Person) to pay such Other Taxestaxes; (v) all the actual costs and (iii) indemnify each expenses of creating and perfecting Liens in favor of the Administrative Agent, for the benefit of Secured Creditors, including filing and recording fees, expenses and amounts owed pursuant to Article III, search fees, title insurance premiums and fees, reasonable expenses and disbursements of counsel to the Administrative Agent and each Lender and their respective Affiliates, and of counsel providing any opinions that the officers, directors, employees, agents, trustees, representatives and investment advisors of each Administrative Agent or the Required Lenders may request in respect of the foregoing Collateral or the Liens created pursuant to the Security Documents; (each, an “Indemnified Person”vi) from all the actual costs and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costsfees, expenses and disbursements of any auditors, accountants, consultants or appraisers whether internal or external; and (vii) all the actual costs and expenses (including the reasonable attorneys’ and consultants’ fees and disbursements) (but excluding Taxes other than Taxes that represent liabilities, obligations, losses, damages, penalties, actions, costsfees, expenses and disbursements arising from a non-Tax claim) incurred 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 any Agent or any Lender is a party thereto 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 proceeds of any Term Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein or in any other Credit Document 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 Environment relating in any way to any Real Property owned, leased or operated, at any time, by the Lead Borrower or any of its Subsidiaries; the generation, storage, transportation, handling, Release or threat of Release of Hazardous Materials by the Lead Borrower or any of its Subsidiaries at any location, whether or not owned, leased or operated by the Lead Borrower or any of its Subsidiaries; the non-compliance by the Lead Borrower or any of its Subsidiaries with any Environmental Law (including applicable permits thereunder) applicable to any Real Property; or any Environmental Claim asserted against the Lead Borrower, any of its Subsidiaries or relating in any way to any Real Property at any time owned, leased or operated by the Lead Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred of any appraisers, consultants, advisors and agents employed or retained by the Administrative Agent and its counsel) in connection with the custody or preservation of any such investigation, litigation or other proceeding, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence Collateral after and during the continuance of the Indemnified Person (but excluding in each case any losses, liabilities, claims, damages or expenses (i) to the extent incurred by reason an Event of the gross negligence, bad faith or willful misconduct of the applicable Indemnified Person, any Affiliate of such Indemnified Person or any of their respective directors, officers, employees, representatives, agents, Affiliates, trustees or investment advisors, (ii) to the extent incurred by reason of any material breach of the obligations of such Indemnified Person under this Agreement or the other Credit Documents (in the case of each of preceding clauses (i) and (ii), as determined by a court of competent jurisdiction in a final and non-appealable decision) or (iii) that do not involve or arise from an act or omission by any Borrower or the Guarantors or any of their respective affiliates and is brought by an Indemnified Person (other than claims against any Agent in its capacity as such or in its fulfilling such role). To the extent that the undertaking to indemnify, pay or hold harmless any Agent or any Lender or other Indemnified Person set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Credit Parties shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable lawDefault. (b) No Agent or any Indemnified Person shall be responsible or liable to any Credit Party or any other Person for (x) any determination made by it pursuant to this Agreement or any other Credit Document in the absence of gross negligence, bad faith or willful misconduct on the part of such Indemnified Person (in each case, as determined by a court of competent jurisdiction in a final and non-appealable judgment), (y) any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems or (z) any indirect, special, exemplary, incidental, punitive or consequential damages (including, without limitation, any loss of profits, business or anticipated savings) which may be alleged as a result of this Agreement or any other Credit Document or the financing contemplated hereby.

Payment of Expenses, etc. (a) The Credit Parties hereby jointly and severally agree agree, from and after the Closing Date, to: (i) if the Closing Date occurs, pay all reasonable invoiced out-of-pocket costs and expenses of the Agents (includinglimited, without limitationin the case of legal expenses, to the reasonable fees and disbursements of one primary counsel to all Agents and Lenders and, if reasonably necessary, one local counsel in any relevant jurisdiction and, in the case of an actual or perceived conflict of interest where the Indemnified Person (as defined below) affected by such conflict informs the Lead Borrower of such conflict and thereafter retains its own counsel, of another which may include a single firm of counsel for such affected Indemnified Person but excluding, other than as indicated under Section 13.01(a)(iiacting in multiple jurisdictions), Taxes other than Taxes that represent liabilities, obligations, losses, damages, penalties, actions, costs, expenses and disbursements arising from a non-Tax claim) in connection with (x) the preparation, execution execution, enforcement and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein, (y) the administration hereof and thereof and any amendment, waiver or consent relating hereto or thereto (whether or not effective), of the Agents in connection with ) and (z) their syndication efforts with respect to this Agreement Agreement; (ii) pay all reasonable invoiced out-of-pocket costs and expenses of the Agents and each Lender in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (which shall be limited limited, in the case of legal expenses, to one primary counsel to all Agents and Lenders to be retained by the Administrative Agent and, if reasonably necessary, one local counsel in any relevant jurisdiction (which may include a single firm of counsel acting in multiple jurisdictions) and, in the case of an actual or perceived conflict of interest where the any Indemnified Person affected by such conflict informs the Exhibit A-121 Lead Borrower of such conflict and thereafter retains its own counselconflict, of another a single additional firm of counsel in each relevant jurisdiction for such all similarly situated affected Indemnified PersonPersons); (iiiii) pay and hold each Agent and each Lender harmless from and against any and all Other Taxes with respect to the foregoing matters and save each Agent and each 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 Agent, such Lender or the Lead Arranger) to pay such Other Taxes; and (iiiiv) indemnify each Agent and each Lender and their respective Affiliates, and the partners, shareholders, officers, directors, employees, agents, trustees, representatives and investment advisors of each of the foregoing foregoing, in each case, together with their respective successors and assigns (each, an “Indemnified Person”) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) (but excluding Taxes other than Taxes that represent liabilities, obligations, losses, damages, penalties, actions, costs, expenses and disbursements arising from a non-Tax claim) incurred 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 any Agent or any Lender is a party thereto 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 proceeds of any Term Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein or in any other Credit Document 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 Environment relating in any way to any Real Property owned, leased or operated, at any time, by the Lead Borrower or any of its Subsidiaries; the generation, storage, transportation, handling, Release or threat of Release of Hazardous Materials by the Lead Borrower or any of its Subsidiaries at any location, whether or not owned, leased or operated by the Lead Borrower or any of its Subsidiaries; the non-compliance by the Lead Borrower or any of its Subsidiaries with any Environmental Law (including applicable permits thereunder) applicable to any Real Property; or any Environmental Claim asserted against the or liability under Environmental Laws relating in any way to Lead Borrower, any of its Subsidiaries or relating in any way to any Real Property at any time owned, leased or operated by the Lead Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Indemnified Person (but excluding in each case (and each Indemnified Person, by accepting the benefits hereof, agrees to promptly refund or return any indemnity received hereunder to the extent it is later determined by a final, non-appealable judgment of a court of competent jurisdiction that such Indemnified Person is not entitled thereto) any losses, liabilities, claims, damages or expenses (i) to the extent incurred by reason of the gross negligence, bad faith or willful misconduct of the applicable Indemnified Person, any Affiliate of such Indemnified Person or any of their respective directors, officers, employees, representatives, agents, Affiliates, trustees or investment advisors, (ii) to the extent incurred by reason of any material breach of the obligations of such Indemnified Person under this Agreement or the other Credit Documents (in the case of each of the preceding clauses (i) and (ii), as determined by a court of competent jurisdiction in a final and non-appealable decision) or (iii) that do not involve or arise from an act or omission by any Borrower or the Guarantors Credit Party or any of their respective affiliates and is brought by an Indemnified Person against another Indemnified Person (other than claims against any Agent solely in its capacity as such or in its fulfilling such role)). To the extent that the undertaking to indemnify, pay or hold harmless any Agent or any Lender or other Indemnified Person set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Credit Parties shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. (b) No Agent or any Indemnified Person shall be responsible or liable to any Credit Party or any other Person for (x) any determination made by it pursuant to this Agreement or any other Credit Document in the absence of gross negligence, bad faith or willful misconduct on the part of such Indemnified Person (in each case, as determined by a court of competent jurisdiction in a final and non-appealable judgment), ) or (y) any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems systems. (c) No party hereto (and no Indemnified Person or any Subsidiary or Affiliate of Holdings or the Borrowers) shall be responsible to any other party hereto (zor any Indemnified Person or any Subsidiary or Affiliate of Holdings or the Borrowers) for any indirect, special, exemplary, incidental, punitive or consequential damages (including, without limitation, any loss of profits, business or anticipated savings) which may be alleged as a result Exhibit A-122 of this Agreement or any other Credit Document or the financing contemplated hereby; provided that nothing in this Section 13.01(c) shall limit the Credit Parties’ indemnity obligations to the extent that such indirect, special, punitive or consequential damages are included in any claim by a third party unaffiliated with any Indemnified Person with respect to which the applicable Indemnified Person is entitled to indemnification under Section 13.01(a).

Payment of Expenses, etc. (a) The Credit Parties hereby jointly and severally agree to: (i) if the Closing Date occurs, pay all reasonable invoiced and documented out-of-pocket costs and expenses within 30 days after demand therefor (A) of the Agents Agents, the Joint Lead Arrangers and Issuing Banks (including, without limitation, the reasonable fees and disbursements of one primary counsel to all Agents in each of the U.S. and Lenders Canada, and, if reasonably necessary, one local counsel in any relevant jurisdiction and, and an additional counsel in the case of an actual or perceived conflict of interest where the Indemnified Person (as defined below) affected by such conflict informs the Lead Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnified Person but excluding, other than as indicated under Section 13.01(a)(ii), Taxes other than Taxes that represent liabilities, obligations, losses, damages, penalties, actions, costs, expenses and disbursements arising from a non-Tax claimconflicts) in connection with the preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein, the administration hereof and thereof and any amendment, waiver or consent relating hereto or thereto (whether or not effective), (B) of the Agents and the Joint Lead Arrangers in connection with their syndication efforts with respect to this Agreement and Agreement, (C) of the Agents Agents, the Joint Lead Arrangers and each Lender in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings and (which D) of the Agents, Joint Lead Arrangers and Lenders in connection with Collateral monitoring, Collateral reviews and appraisals (including, without limitation, field examination fees, appraiser fees and out-of-pocket expenses; provided that so long as no Event of Default or Cash Dominion Event shall have occurred and be limited continuing, (x) the fees and expenses relating to one primary counsel any individual field examination shall not exceed $40,000 and (y) the fees and expenses relating to all any individual Inventory appraisal shall not exceed $50,000), and while an Event of Default has occurred and is continuing, the fees and expenses of other advisors and professionals engaged by the Agents and Lenders to be retained by the Agent and, if reasonably necessary, one local counsel in any relevant jurisdiction and, in the case of an actual or perceived conflict of interest where the Indemnified Person affected by such conflict informs the Joint Lead Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnified Person)Arrangers; (ii) pay and hold each Agent and each Lender harmless from and against any and all Other Taxes with respect to the foregoing matters and save each Agent and each 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 Agent, such Lender or the Lead Arranger) to pay such Other Taxes[reserved]; and (iii) indemnify each Agent and Agent, each Lender Joint Lead Arranger, each Lender, each Issuing Bank and their respective AffiliatesAffiliates and branches, and the officers, directors, employees, agents, trustees, representatives and investment advisors of each of the foregoing (each, an “Indemnified Person”) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including including, without limitation, the reasonable attorneys’ fees and disbursements of one primary counsel in each of the U.S. and Canada, and, if reasonably necessary, one local counsel in any relevant jurisdiction and an additional counsel in the case of conflicts, and consultants’ fees and disbursements) (but excluding Taxes other than Taxes that represent liabilities, obligations, losses, damages, penalties, actions, costs, expenses and disbursements arising from a non-Tax claim) incurred 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 any Agent Agent, any Joint Lead Arranger or any Lender is a party thereto 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 proceeds of any Term Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, Documents or (b) the actual or alleged presence of Hazardous Materials in the Environment relating in any way to any Real Property owned, leased or operated, at any time, by the Lead Borrower Company or any of its SubsidiariesRestricted Subsidiary; the generation, storage, transportation, handling, Release or threat of Release of Hazardous Materials by the Lead Borrower Company or any of its Subsidiaries at any location, whether or not owned, leased or operated by the Lead Borrower Company or any of its Subsidiaries; the non-compliance by the Lead Borrower Company or any of its Subsidiaries with any Environmental Law (including applicable permits thereunder) applicable to any Real Property); or any Environmental Claim asserted against or other liability under Environmental Law relating in any way to the Lead BorrowerCompany, any of its Subsidiaries or relating in any way to any Real Property at any time owned, leased or operated by the Lead Borrower Company or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Indemnified Person proceeding (but excluding in each case any losses, liabilities, claims, damages or expenses (i) to the extent incurred by reason of the gross negligence, bad faith negligence or willful misconduct of the applicable Indemnified Person, any Affiliate or branch of such Indemnified Person or any of their respective directors, officers, employees, representatives, agents, Affiliates, trustees or investment advisors, (ii) to the extent incurred by reason of any material breach of the obligations of such Indemnified Person under this Agreement or the other Credit Documents (in the case of each of the preceding clauses (i) and (ii), as determined by a court of competent jurisdiction in a final and non-appealable decision) or (iii) that do not involve or arise from an act or omission by any Borrower or the Guarantors Credit Party or any of their respective affiliates and is brought by an Indemnified Person against another Indemnified Person (other than claims against any Agent solely in its capacity as such or in its fulfilling such role)) (collectively, the “Indemnified Liabilities”). To the extent that the undertaking to indemnify, pay or hold harmless any Agent Agent, any Joint Lead Arranger or any Lender or other Indemnified Person set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Credit Parties shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. (b) No Agent or any Indemnified Person shall be responsible or liable to any Credit Party or any other Person for (xI)(x) any determination made by it pursuant to this Agreement or any other Credit Document or (y) any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems, in each case, in the absence of gross negligence, bad faith negligence or willful misconduct on the part of such Agent or Indemnified Person (in each case, as determined by a court of competent jurisdiction in a final and non-appealable judgment), (y) any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems or (zII) any indirect, special, exemplary, incidental, punitive or consequential damages (including, without limitation, any loss of profits, business or anticipated savings) which may be alleged as a result of this Agreement or any other Credit Document or the financing contemplated hereby.

Payment of Expenses, etc. (a) The Credit Parties hereby jointly and severally agree to: (i) if the Closing Date occurs, pay all reasonable invoiced and documented out-of-pocket costs and expenses (A) of the Agents and the Joint Lead Arrangers and Issuing Banks (includingwithout duplication) limited, without limitationin the case of legal fees, to the reasonable fees and disbursements of one primary counsel to all Agents in each of the U.S., Canada, the U.K. and Lenders the Netherlands, and, if reasonably necessary, one local counsel in any relevant jurisdiction and, and an additional counsel in the case of an actual or perceived conflict of interest where the Indemnified Person (as defined below) affected by such conflict informs the Lead Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnified Person but excluding, other than as indicated under Section 13.01(a)(ii), Taxes other than Taxes that represent liabilities, obligations, losses, damages, penalties, actions, costs, expenses and disbursements arising from a non-Tax claimconflicts) in connection with the preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein, the administration hereof and thereof and any amendment, waiver or consent relating hereto or thereto (whether or not effective), (B) of the Agents and the Joint Lead Arrangers (without duplication) in connection with their syndication efforts with respect to this Agreement and Agreement, (C) of the Agents and each Lender in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings and (which shall be limited to one primary counsel to all D) of the Agents in connection with Collateral monitoring, Collateral reviews and Lenders to be retained by the Agent andAppraisals and Field Examinations (limited, if reasonably necessary, one local counsel as set forth in any relevant jurisdiction and, in the case of an actual or perceived conflict of interest where the Indemnified Person affected by such conflict informs the Lead Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnified PersonSection 8.15); and (ii) pay and hold indemnify each Agent and each Lender harmless from and against any and all Other Taxes with respect to the foregoing matters and save each Agent and each 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 Agent, such Lender or the each Joint Lead Arranger) to pay such Other Taxes; and (iii) indemnify , each Agent and Lender, each Lender Issuing Bank and their respective AffiliatesAffiliates and branches, and the officers, directors, employees, controlling persons, agents, trustees, advisors and other representatives and investment advisors of each of the foregoing (each, an “Indemnified Person”) from and hold each of them harmless against any and all liabilities, obligations liabilities (including removal or remedial actionsEnvironmental Liabilities), losses, damages, penaltiesclaims and expenses to which any such Indemnified Person may become subject, claimsin each case arising out of or in connection with (w) any claim, actionslitigation, judgmentsinvestigation or proceeding relating to the Credit Documents, suits(x) any use or proposed use of proceeds hereunder and any of the other transactions contemplated hereby and (y) to reimburse each such Indemnified Person upon demand for any reasonable and documented fees, costsdisbursements and other charges of counsel (limited to one firm of counsel for all Indemnified Persons (and, expenses in the case of an actual or perceived conflict of interest where the Indemnified Person affected by such conflict has retained its own counsel, another firm of counsel for such affected Indemnified Person) and, to the extent required, one firm of local counsel in each relevant jurisdiction for all Indemnified Persons) incurred in connection with investigating or defending any of the foregoing (collectively, the “Indemnified Liabilities”); provided that the foregoing indemnity will not, as to any Indemnified Person, apply to liabilities, losses, damages, claims and disbursements expense to the extent that (including reasonable attorneys’ x) such liability, loss, damage, claim or expense resulted from the gross negligence, willful misconduct or bad faith of such Indemnified Person, any Affiliate or branch of such Indemnified Person or any of their respective officers, directors, employees, controlling persons, agents, advisors and consultants’ fees other representatives, as determined by a court of competent jurisdiction in a final and disbursementsnon-appealable decision, (y) in the case of any claim, litigation, investigation or proceeding initiated by the Company or one of its Subsidiaries against any Agent, any Joint Lead Arranger, any Lender or any Issuing Bank, such liability, loss, damage, claim or expense resulted from a breach by such Agent, such Joint Lead Arranger, such Lender or Issuing Bank, as applicable, or its Affiliates or any of its or their respective officers, directors, employees, controlling persons, agents, advisors and other representatives of the obligations of such Agent, such Joint Lead Arranger, such Lender or such Issuing Bank, as applicable, hereunder as determined by a court of competent jurisdiction in a final and non-appealable decision or (but excluding z) such liability, loss, damage, claim or expense resulted from any claim, investigation, litigation or proceeding solely between and among Indemnified Persons and not arising from any act or omission by the Company or any of its Affiliates; provided that the Agents, the Joint Lead Arrangers and the Issuing Banks to the extent fulfilling their respective roles as an Agent, Joint Lead Arranger or Issuing Bank hereunder and in their capacities as such, shall remain indemnified in such claim, investigation, litigation or proceeding to the extent the exception set forth in clause (x) of the immediately preceding proviso does not apply to such Person at such time. For the avoidance of doubt, this Section 12.01(a)(ii) shall not apply to any Taxes other than Taxes that represent liabilities, obligations, losses, damages, penalties, actions, costs, expenses and disbursements arising from a non-Tax claim) incurred 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 any Agent or any Lender is a party thereto 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 proceeds of any Term Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein or in any other Credit Document 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 Environment relating in any way to any Real Property owned, leased or operated, at any time, by the Lead Borrower or any of its Subsidiaries; the generation, storage, transportation, handling, Release or threat of Release of Hazardous Materials by the Lead Borrower or any of its Subsidiaries at any location, whether or not owned, leased or operated by the Lead Borrower or any of its Subsidiaries; the non-compliance by the Lead Borrower or any of its Subsidiaries with any Environmental Law (including applicable permits thereunder) applicable to any Real Property; or any Environmental Claim asserted against the Lead Borrower, any of its Subsidiaries or relating in any way to any Real Property at any time owned, leased or operated by the Lead Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Indemnified Person (but excluding in each case any losses, liabilities, claims, damages or expenses (i) to the extent incurred by reason of the gross negligence, bad faith or willful misconduct of the applicable Indemnified Person, any Affiliate of such Indemnified Person or any of their respective directors, officers, employees, representatives, agents, Affiliates, trustees or investment advisors, (ii) to the extent incurred by reason of any material breach of the obligations of such Indemnified Person under this Agreement or the other Credit Documents (in the case of each of preceding clauses (i) and (ii), as determined by a court of competent jurisdiction in a final and non-appealable decision) or (iii) that do not involve or arise from an act or omission by any Borrower or the Guarantors or any of their respective affiliates and is brought by an Indemnified Person (other than claims against any Agent in its capacity as such or in its fulfilling such role). To the extent that the undertaking to indemnify, pay or hold harmless any Agent or any Lender or other Indemnified Person set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Credit Parties shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. (b) (i) No Agent or any Indemnified Person shall be responsible or liable to any Credit Party or any other Person for (x) any determination made damages arising from the use by it pursuant to this Agreement others of information or any other Credit Document materials obtained through electronic, telecommunications or other information transmission systems, in each case, in the absence of gross negligence, willful misconduct or bad faith or willful misconduct on the part of such Agent or Indemnified Person (in each case, as determined by a court of competent jurisdiction in a final and non-appealable judgment)) and (ii) no Agent, (y) Indemnified Person or Credit Party or any damages arising from the use by others of information Subsidiary or other materials obtained through electronic, telecommunications or other information transmission systems or (z) Affiliate thereof shall be liable for any indirect, special, exemplary, incidental, punitive or consequential damages (including, without limitation, any loss of profits, business or anticipated savings) which may be alleged as a result of this Agreement or any other Credit Document or the financing contemplated hereby; provided that nothing in this clause (b)(ii) shall limit the Credit Parties’ indemnification obligations pursuant to clause (a) above to the extent such indirect, special, punitive or consequential damages are included in any third party claim in connection with which such Indemnified Person is entitled to indemnification under clause (a) above.

Payment of Expenses, etc. (a) The Credit Parties hereby jointly and severally agree toBorrower shall: (i) if the Closing Date occurs, pay all reasonable invoiced and documented out-of-pocket costs and expenses of (w) the Agents Administrative Agent and the Lead Arrangers (including, without limitation, the reasonable fees and disbursements of one primary White & Case LLP and Xxxxx & Singer LLP) in connection with the preparation, execution, delivery and performance 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 (provided that payments in respect of legal fees and expenses shall be limited to reasonable and documented fees, disbursements and other charges of a single external counsel to all Agents the Administrative Agent, the Lead Arrangers, Issuing Lenders and Lenders andeach other Agent and their respective Affiliates, an additional external counsel to the Administrative Agent (provided that the aggregate cost of both such external counsel is not unreasonably or materially greater than the cost of a single such external counsel would be) and if reasonably necessary, one local or special counsel in any relevant jurisdiction to such Persons (and, in the case of an actual or perceived conflict of interest where the Indemnified Person (as defined below) person affected by such conflict informs the Lead Borrower you of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnified Person but excludingindemnified person, other than as indicated under Section 13.01(a)(iiand, if necessary, of a single firm of local or special counsel acting in multiple jurisdictions)), Taxes other than Taxes that represent liabilities, obligations, losses, damages, penalties, actions, costs, expenses (x) each of the Administrative Agent and disbursements arising from a non-Tax claim) the Lead Arrangers in connection with the preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein, the administration hereof and thereof and any amendment, waiver or consent relating hereto or thereto (whether or not effective), of the Agents in connection with their its syndication efforts with respect to this Agreement Agreement, (y) each Issuing Lender and the Swingline Lender in connection with the Back-Stop Arrangements entered into by such Persons and (z) during the continuation of an Event of Default, each of the Agents Administrative Agent, the Lead Arrangers, the Issuing Lenders and each Lender Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or (provided that payments in connection with any refinancing or restructuring respect of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (which legal fees and expenses shall be limited to actual reasonable documented out-of-pocket fees, disbursements and other charges of one primary counsel to all Agents and consultants for the Administrative Agent, the Lead Arrangers, the Issuing Lenders and the Lenders, an additional external counsel to be retained by the Administrative Agent and, and if reasonably necessary, one local counsel in any relevant jurisdiction andto such Persons, and in the case of an actual or perceived a conflict of interest where the Indemnified Person affected by such conflict informs the Lead Borrower of such conflict and thereafter retains its own counselinterest, of another firm of one additional counsel for such affected Indemnified Person); (ii) pay and hold each Agent and each Lender harmless from and against any and all Other Taxes with respect to the foregoing matters and save each Agent and each 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 Agent, such Lender or the Lead ArrangerPersons) to pay such Other Taxesin each case promptly following receipt of a reasonably detailed invoice therefor; and (iiiii) indemnify each Agent and each Lender (including in its capacity as an Issuing Lender), and each of their respective Affiliates, and the officers, directors, employees, agentsrepresentatives, trusteesaffiliates, representatives advisors and investment advisors of each of the foregoing agents (each, an “Indemnified Person”) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, costs and expenses and disbursements (including reasonable attorneys’ and consultants’ limited in the case of legal fees and disbursements) expenses, to the reasonable and documented fees, disbursements and other charges of one counsel to each indemnitee, and if necessary, one local or special counsel in any relevant jurisdiction to such Person (but excluding Taxes other than Taxes that represent liabilitiesand, obligationsin the case of an actual or perceived conflict of interest where the person affected by such conflict informs you of such conflict and thereafter retains its own counsel, lossesof another firm of counsel for such affected indemnified person, damagesand, penaltiesif necessary, actions, costs, expenses and disbursements arising from of a non-Tax claimsingle firm of local or special counsel acting in multiple jurisdictions)) incurred 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 any Agent or any Lender is a party thereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Partythereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit (including any refusal by any Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) or the proceeds of any Term Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein or in any other Credit Document 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 Environment relating in any way to air, surface water or groundwater or on the surface or subsurface of any Real Property owned, leased owned or operated, at any time, time operated by the Lead Borrower or any of its Subsidiaries; , the generation, storage, transportation, handling, Release handling or threat of Release disposal of Hazardous Materials by the Lead Borrower or any of its Subsidiaries at any location, whether or not owned, leased owned or operated by the Lead Borrower or any of its Subsidiaries; , the non-compliance by the Lead Borrower or of any of its Subsidiaries Real Property with any Environmental Law 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 Lead Borrower, any of its Subsidiaries Subsidiaries, or relating in any way to any Real Property owned or at any time owned, leased or operated by the Lead Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable and documented fees and disbursements of counsel (limited in the case of legal fees and expenses, to the reasonable and documented fees, disbursements and other charges of a single external counsel, and if necessary, one local or special counsel in any relevant jurisdiction (and, in the case of an actual or perceived conflict of interest where the person affected by such conflict informs you of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected indemnified person, and, if necessary, of a single firm of local or special counsel acting in multiple jurisdictions)) and other consultants incurred in connection with any such investigation, litigation or other proceeding, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Indemnified Person proceeding (but excluding in each case any losses, liabilities, claims, damages or expenses (i) to the extent incurred by reason of the gross negligence, bad faith negligence or willful misconduct of the applicable Indemnified Personof, any Affiliate of such Indemnified Person or any of their respective directors, officers, employees, representatives, agents, Affiliates, trustees or investment advisors, (ii) to the extent incurred by reason of any material breach of the its material obligations of such Indemnified Person under this Agreement or the any other Credit Documents Document by, the Indemnified Person to be indemnified (in the case of each of preceding clauses (i) and (ii), as determined by a court of competent jurisdiction in a final and non-appealable decision) or (iii) that do not involve or arise from an act or omission by any Borrower or the Guarantors or any of their respective affiliates and is brought by an Indemnified Person (other than claims against any Agent in its capacity as such or in its fulfilling such role)). To the extent that the undertaking to indemnify, pay or hold harmless any Agent or any Lender or other Indemnified Person set forth in the preceding sentence may be is unenforceable because it is violative of any law or public policy, the Credit Parties Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. (b) No Agent To the full extent permitted by applicable law, none of the parties hereto shall assert, and each party hereto hereby waives, any claim against any other party hereto, on any theory of liability, for consequential, special, indirect or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof. No Indemnified Person shall be responsible liable for any damages arising from the use by unintended recipients of any information or liable to any Credit Party or any other Person for (x) any determination made materials distributed by it pursuant to through telecommunications, electronic or other information transmission systems in connection with this Agreement or any the other Credit Document in Documents or the absence of gross negligencetransactions contemplated hereby or thereby, bad faith or willful misconduct on except to the part extent the liability of such Indemnified Person results from such Indemnified Person’s gross negligence or willful misconduct (in each case, as determined by a court of competent jurisdiction in a final and non-appealable judgmentnon‑appealable decision), (y) any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems or (z) any indirect, special, exemplary, incidental, punitive or consequential damages (including, without limitation, any loss of profits, business or anticipated savings) which may be alleged as a result of this Agreement or any other Credit Document or the financing contemplated hereby.

Payment of Expenses, etc. (a) The Credit Parties hereby jointly and severally agree to: (i) if the Closing Date occurs, pay all reasonable invoiced and documented out-of-pocket costs and expenses (A) of the Agents and the Joint Lead Arrangers and Issuing Banks (includingwithout duplication) limited, without limitationin the case of legal fees, to the reasonable fees and disbursements of one primary counsel to all Agents in each of the U.S., Canada, the U.K. and Lenders the Netherlands, and, if reasonably necessary, one local counsel in any relevant jurisdiction and, and an additional counsel in the case of an actual or perceived conflict of interest where the Indemnified Person (as defined below) affected by such conflict informs the Lead Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnified Person but excluding, other than as indicated under Section 13.01(a)(ii), Taxes other than Taxes that represent liabilities, obligations, losses, damages, penalties, actions, costs, expenses and disbursements arising from a non-Tax claimconflicts) in connection with the preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein, the administration hereof and thereof and any amendment, waiver or consent relating hereto or thereto (whether or not effective), (B) of the Agents and the Joint Lead Arrangers (without duplication) in connection with their syndication efforts with respect to this Agreement and Agreement, (C) of the Agents and each Lender in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “"work-out” " or pursuant to any insolvency or bankruptcy proceedings and (D) of the Agents in connection with Collateral monitoring, Collateral reviews and Appraisals and Field Examinations (limited, as set forth in Section 8.158.12); and (ii) indemnify each Agent, each Joint Lead Arranger, each Lender, each Issuing Bank and their respective Affiliates and branches, and the officers, directors, employees, controlling persons, agents, advisors and other representatives of each of the foregoing (each, an "Indemnified Person") from and hold each of them harmless against any and all liabilities (including Environmental Liabilities), losses, damages, claims and expenses to which shall be any such Indemnified Person may become subject, in each case arising out of or in connection with (w) any claim, litigation, investigation or proceeding relating to the Credit Documents, (x) any use or proposed use of proceeds hereunder and any of the other transactions contemplated hereby and (y) to reimburse each such Indemnified Person upon demand for any reasonable and documented fees, disbursements and other charges of counsel (limited to one primary firm of counsel to for all Agents and Lenders to be retained by the Agent and, if reasonably necessary, one local counsel in any relevant jurisdiction Indemnified Persons (and, in the case of an actual or perceived conflict of interest where the Indemnified Person affected by such conflict informs the Lead Borrower of such conflict and thereafter retains has retained its own counsel, of another firm of counsel for such affected Indemnified Person); (ii) pay and hold each Agent and each Lender harmless from and against any and all Other Taxes with respect to the foregoing matters and save each Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than and, to the extent attributable required, one firm of local counsel in each relevant jurisdiction for all Indemnified Persons) incurred in connection with investigating or defending any of the foregoing (collectively, the "Indemnified Liabilities"); provided that the foregoing indemnity will not, as to any Indemnified Person, apply to liabilities, losses, damages, claims and expense to the extent that (x) such Agentliability, loss, damage, claim or expense resulted from the gross negligence, willful misconduct or bad faith of such Lender Indemnified Person, any Affiliate or the Lead Arranger) to pay branch of such Other Taxes; and (iii) indemnify each Agent and each Lender and Indemnified Person or any of their respective Affiliates, and the officers, directors, employees, controlling persons, agents, trusteesadvisors and other representatives, as determined by a court of competent jurisdiction in a final and non-appealable decision, (y) in the case of any claim, litigation, investigation or proceeding initiated by the Company or one of its Subsidiaries against any Agent, any Joint Lead Arranger, any Lender or any Issuing Bank, such liability, loss, damage, claim or expense resulted from a breach by such Agent, such Joint Lead Arranger, such Lender or Issuing Bank, as applicable, or its Affiliates or any of its or their respective officers, directors, employees, controlling persons, agents, advisors and other representatives and investment advisors of each of the foregoing obligations of such Agent, such Joint Lead Arranger, such Lender or such Issuing Bank, as applicable, hereunder as determined by a court of competent jurisdiction in a final and non-appealable decision or (eachz) such liability, loss, damage, claim or expense resulted from any claim, investigation, litigation or proceeding solely between and among Indemnified Persons and not arising from any act or omission by the Company or any of its Affiliates; provided that the Agents, the Joint Lead Arrangers and the Issuing Banks to the extent fulfilling their respective roles as an “Indemnified Person”Agent, Joint Lead Arranger or Issuing Bank hereunder and in their capacities as such, shall remain indemnified in such claim, investigation, litigation or proceeding to the extent the exception set forth in clause (x) from and hold each of them harmless against the immediately preceding proviso does not apply to such Person at such time. For the avoidance of doubt, this Section 12.01(a)(ii) shall not apply to any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) (but excluding Taxes other than Taxes that represent liabilities, obligations, losses, damages, penalties, actions, costs, expenses and disbursements arising from a non-Tax claim) incurred 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 any Agent or any Lender is a party thereto 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 proceeds of any Term Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein or in any other Credit Document 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 Environment relating in any way to any Real Property owned, leased or operated, at any time, by the Lead Borrower or any of its Subsidiaries; the generation, storage, transportation, handling, Release or threat of Release of Hazardous Materials by the Lead Borrower or any of its Subsidiaries at any location, whether or not owned, leased or operated by the Lead Borrower or any of its Subsidiaries; the non-compliance by the Lead Borrower or any of its Subsidiaries with any Environmental Law (including applicable permits thereunder) applicable to any Real Property; or any Environmental Claim asserted against the Lead Borrower, any of its Subsidiaries or relating in any way to any Real Property at any time owned, leased or operated by the Lead Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Indemnified Person (but excluding in each case any losses, liabilities, claims, damages or expenses (i) to the extent incurred by reason of the gross negligence, bad faith or willful misconduct of the applicable Indemnified Person, any Affiliate of such Indemnified Person or any of their respective directors, officers, employees, representatives, agents, Affiliates, trustees or investment advisors, (ii) to the extent incurred by reason of any material breach of the obligations of such Indemnified Person under this Agreement or the other Credit Documents (in the case of each of preceding clauses (i) and (ii), as determined by a court of competent jurisdiction in a final and non-appealable decision) or (iii) that do not involve or arise from an act or omission by any Borrower or the Guarantors or any of their respective affiliates and is brought by an Indemnified Person (other than claims against any Agent in its capacity as such or in its fulfilling such role). To the extent that the undertaking to indemnify, pay or hold harmless any Agent or any Lender or other Indemnified Person set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Credit Parties shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. (bi) No Agent or any Indemnified Person shall be responsible or liable to any Credit Party or any other Person for (x) any determination made damages arising from the use by it pursuant to this Agreement others of information or any other Credit Document materials obtained through electronic, telecommunications or other information transmission systems, in each case, in the absence of gross negligence, willful misconduct or bad faith or willful misconduct on the part of such Agent or Indemnified Person (in each case, as determined by a court of competent jurisdiction in a final and non-appealable judgment)) and (ii) no Agent, (y) Indemnified Person or Credit Party or any damages arising from the use by others of information Subsidiary or other materials obtained through electronic, telecommunications or other information transmission systems or (z) Affiliate thereof shall be liable for any indirect, special, exemplary, incidental, punitive or consequential damages (including, without limitation, any loss of profits, business or anticipated savings) which may be alleged as a result of this Agreement or any other Credit Document or the financing contemplated hereby; provided that nothing in this clause (b)(ii) shall limit the Credit Parties' indemnification obligations pursuant to clause (a) above to the extent such indirect, special, punitive or consequential damages are included in any third party claim in connection with which such Indemnified Person is entitled to indemnification under clause (a) above.

Payment of Expenses, etc. The Borrower shall: (a) The Credit Parties hereby jointly and severally agree to: (i) if whether or not the Closing Date occurstransactions hereby contemplated are consummated, pay on demand all reasonable invoiced out-of-pocket costs and expenses of the Agents Agent in connection with the preparation, execution, delivery, administration, modification and amendment of the Loan Documents at any time (including, without limitation, (A) all reasonable due diligence, syndication, transportation, computer, duplication, IntraLinks, appraisal, audit, insurance and consultant fees and expenses, and (B) the reasonable fees and expenses of counsel (including the allocated costs of in-house counsel) for the Agent with respect thereto, with respect to advising the Agent as to its rights and responsibilities, or the perfection, protection or preservation of rights or interests, under the Loan Documents, with respect to negotiations with any Loan Party or with other creditors of any Loan Party arising out of any Default or any events or circumstances that may give rise to a Default and with respect to presenting claims in or otherwise participating in or monitoring any bankruptcy, insolvency or other similar proceeding involving creditors’ rights generally and any proceeding ancillary thereto), and (ii) pay on demand all costs and expenses of the Agent, the L/C Issuer and each Lender in connection with the enforcement of the Loan Documents against any Loan Party during the existence of any Default or Event of Default, whether in any action, suit or litigation, any bankruptcy, insolvency or other similar proceeding affecting creditors’ rights generally or otherwise (including, without limitation, the reasonable fees and disbursements expenses of counsel (including the allocated costs of in-house counsel) for the Agent, the L/C Issuer and each Lender with respect thereto), provided, however, that with respect to clause (ii) above, the Borrower shall be obligated to pay the costs and expenses of only one primary counsel to all Agents for the Lenders and Lenders and, if reasonably necessary, one local counsel in any relevant each jurisdiction andin which Collateral is located or in which an action, suit, litigation or proceeding is brought or located; (b) subject, in the case of an actual or perceived conflict certain Taxes, to the applicable provisions of interest where the Indemnified Person (as defined below) affected by such conflict informs the Lead Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnified Person but excluding, other than as indicated under Section 13.01(a)(ii3.10(b), Taxes other than Taxes that represent liabilities, obligations, losses, damages, penalties, actions, costs, expenses and disbursements arising from a non-Tax claim) in connection with the preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein, the administration hereof and thereof and any amendment, waiver or consent relating hereto or thereto (whether or not effective), of the Agents in connection with their syndication efforts with respect to this Agreement and of the Agents and each Lender in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (which shall be limited to one primary counsel to all Agents and Lenders to be retained by the Agent and, if reasonably necessary, one local counsel in any relevant jurisdiction and, in the case of an actual or perceived conflict of interest where the Indemnified Person affected by such conflict informs the Lead Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnified Person); (ii) pay and hold each Agent of the Agent, the L/C Issuer and each Lender the Lenders harmless from and against any and all Other present and future stamp, documentary, and other similar Taxes with respect to this Agreement, the foregoing matters Notes and any other Loan Documents, any Collateral, or any payments due thereunder, and save each Agent of the Agent, the L/C Issuer and each Lender 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 Agent, such Lender or the Lead Arranger) to pay such Other Taxes; and ; (iiic) indemnify each Agent the Agent, the L/C Issuer and each Lender Lender, and their respective Affiliates, and the officers, directors, employees, agents, trustees, representatives and investment advisors of each of the foregoing (eachagents from, an “Indemnified Person”) from and hold each of them harmless against against, any and all liabilities, obligations (including removal or remedial actions)costs, losses, damages, penaltiesliabilities, claims, actions, judgments, suits, costs, damages or expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) (but excluding Taxes other than Taxes that represent liabilities, obligations, losses, damages, penalties, actions, costs, expenses and disbursements arising from a non-Tax claim) incurred by, imposed on or assessed against 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, (a) of any investigation, litigation or other proceeding (whether related to any actual or not any Agent or any Lender is a party thereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf proposed use of any Letter of Credit Party) related to the entering into and/or performance of this Agreement or any other Credit Document or the proceeds of any Term of the Revolving Loans hereunder or any Person’s entering into and performing of the Agreement, the Notes, or the consummation of the Transaction or any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Loan Documents, or (b) the actual or alleged presence of Hazardous Materials in the Environment relating in any way to any Real Property owned, leased or operated, at any time, by the Lead Borrower or any of its Subsidiaries; the generation, storage, transportation, handling, Release or threat of Release of Hazardous Materials by the Lead Borrower or any of its Subsidiaries at any location, whether or not owned, leased or operated by the Lead Borrower or any of its Subsidiaries; the non-compliance by the Lead Borrower or any of its Subsidiaries with any Environmental Law (including applicable permits thereunder) applicable to any Real Property; or any Environmental Claim asserted against the Lead Borrower, any of its Subsidiaries or relating in any way to any Real Property at any time owned, leased or operated by the Lead Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees actually incurred and disbursements of counsel (including foreign counsel and other consultants allocated costs of in-house counsel) incurred in connection with any such investigation, litigation or other proceeding; provided, however, the Borrower shall not be obligated to indemnify any Indemnitee for any of the foregoing found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnitee’s gross negligence or willful misconduct; and (d) without limiting the indemnities set forth in Section 10.4(c), 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 Borrower’s ownership, operation, possession or control of its business, property or facilities or before, on or after the 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 casescases the reasonable fees actually incurred, whether other charges and disbursements of counsel, including allocated costs of in-house counsel, in connection therewith) incurred, suffered or not caused sustained by that Indemnitee based upon, arising under or arisingrelating to Environmental Laws based on, arising out of or relating to in whole or in part, out the existence or exercise of the comparativeany rights or remedies by any Indemnitee under this Agreement, contributory any other Loan Document or sole negligence of the Indemnified Person any related documents (but excluding in each case those incurred, suffered or sustained by any losses, liabilities, claims, damages Indemnitee as a result of any action taken by or expenses (i) to the extent incurred by reason on behalf of the gross negligence, bad faith or willful misconduct Lenders with respect to any Subsidiary of the applicable Indemnified Person, any Affiliate of such Indemnified Person or any of their respective directors, officers, employees, representatives, agents, Affiliates, trustees or investment advisors, Borrower (ii) to the extent incurred by reason of any material breach of the obligations of such Indemnified Person under this Agreement or the other Credit Documents (in assets thereof) owned or controlled by the case of each of preceding clauses (i) Lenders. If and (ii), as determined by a court of competent jurisdiction in a final and non-appealable decision) or (iii) that do not involve or arise from an act or omission by any Borrower or the Guarantors or any of their respective affiliates and is brought by an Indemnified Person (other than claims against any Agent in its capacity as such or in its fulfilling such role). To to the extent that the undertaking to indemnify, pay or hold harmless obligations of the Borrower under this Section 10.4 are unenforceable for any Agent or any Lender or other Indemnified Person set forth in the preceding sentence may be unenforceable because it is violative of any law or public policyreason, the Credit Parties shall Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities such obligations which is permissible under applicable law. (b) No Agent or . The Borrower shall not be liable under this Agreement for any Indemnified Person settlement made by any Indemnitees without the Borrower’s prior consent, which consent shall not be unreasonably withheld; provided, however, that the Borrower’s consent shall be responsible or liable deemed given if the Borrower fails to any Credit Party or any other Person respond to a request by the applicable Indemnitee to the Borrower for (x) any determination made by it pursuant to this Agreement or any other Credit Document in the absence such consent within 5 days of gross negligence, bad faith or willful misconduct on the part delivery of such Indemnified Person (in each case, as determined by a court of competent jurisdiction in a final and non-appealable judgment), (y) any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems or (z) any indirect, special, exemplary, incidental, punitive or consequential damages (including, without limitation, any loss of profits, business or anticipated savings) which may be alleged as a result of this Agreement or any other Credit Document or the financing contemplated herebyrequest.

Payment of Expenses, etc. (a) The Credit Parties hereby jointly and severally agree Borrower agrees to: (i) if whether or not the Closing Date occurstransactions herein contemplated are consummated, pay all reasonable invoiced out-of-pocket costs and expenses of the Agents Administrative Agent (including, without limitation, the reasonable fees and disbursements of one primary counsel to all Agents White & Case LLP and Lenders and, if reasonably necessary, one local counsel in any relevant jurisdiction and, in the case of an actual or perceived conflict of interest where the Indemnified Person (as defined below) affected by such conflict informs the Lead Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnified Person but excluding, other than as indicated under Section 13.01(a)(ii), Taxes other than Taxes that represent liabilities, obligations, losses, damages, penalties, actions, costs, expenses and disbursements arising from a non-Tax claim) in connection with the negotiation, preparation, execution and delivery of this Agreement the Credit Documents and the other documents and instruments referred to therein and any amendment, waiver or consent relating thereto and in connection with the Administrative Agent's syndication efforts with respect to this Agreement; (ii) pay all reasonable out-of-pocket costs and expenses of the Administrative Agent, each Letter of Credit Issuer and each of the Lenders in connection with the enforcement of the Credit Documents and the documents and instruments referred to herein and therein, the administration hereof and thereof and any amendment, waiver or consent relating hereto or thereto (whether or not effective), of the Agents in connection with their syndication efforts with respect to this Agreement and of the Agents and each Lender in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “"work-out” " or pursuant to any insolvency or bankruptcy proceedings and, after an Event of Default shall have occurred and be continuing, the protection of the rights of the Administrative Agent, each Letter of Credit Issuer and each of the Lenders thereunder (which shall be limited including, without limitation, in each case the reasonable fees and disbursements of counsel (including in-house counsel) for the Administrative Agent, for each Letter of Credit Issuer and for each of the Lenders, PROVIDED that the Lenders agree, with respect to one primary counsel matters described in this clause (ii), to all Agents and Lenders to be retained employ a common outside counsel, selected by the Administrative Agent andand reasonably acceptable to the Required Lenders, if reasonably necessary, one local counsel in any relevant jurisdiction andexcept and until, in the good faith judgment of the Lenders (or any of them, as the case of an actual or perceived conflict of interest where may be), the Indemnified Person affected by such conflict informs the Lead Borrower interests of such Lenders conflict and thereafter retains its own counsel, sufficiently to warrant the employment of another firm of separate counsel for such affected Indemnified PersonLenders (or any of them, as the case may be); (iiiii) pay and hold each Agent and each Lender of the Lenders harmless from and against any and all Other Taxes present and future stamp and other similar taxes with respect to the foregoing matters and save each Agent and each Lender 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 Agent, such Lender or the Lead ArrangerLender) to pay such Other Taxestaxes; and (iiiiv) indemnify the Administrative Agent, the Collateral Agent, each Agent Letter of Credit Issuer and each Lender and Lender, their respective Affiliates, and the officers, directors, employees, agents, trustees, representatives and agents (and, to the extent any Lender is a fund, such Lender's trustees and investment advisors of each of the foregoing (each, an “Indemnified Person”advisors) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penaltiesliabilities, claims, actions, judgments, suits, costs, damages or expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by any of them (but excluding Taxes other than Taxes that represent any such losses, liabilities, obligationsclaims, losses, damages, penalties, actions, costs, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and disbursements arising from a non-Tax claim) incurred byappealable decision)), 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 Agent, any Agent Letter of Credit Issuer or any Lender is a party thereto and whether or not any such investigation, litigation or other proceeding is brought by between or on behalf among the Administrative Agent, the Collateral Agent, any Letter of Credit Issuer, any Lender, any Credit PartyParty or any third Person or otherwise) related to the entering into and/or performance of this Agreement or any other Credit Transaction Document or the use of the proceeds of any Term Loans hereunder or the Transaction or the consummation of the Transaction or any other transactions contemplated herein or in any other Credit Transaction Document 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 Environment relating in any way to air, surface water or groundwater or on the surface or subsurface of any Real Property owned, leased or operated, at any time, by the Lead Borrower or any of its Subsidiaries; the generation, storage, transportation, handling, Release or threat of Release of Hazardous Materials by the Lead Borrower or any of its Subsidiaries at any location, whether or not owned, leased or operated by the Lead Borrower or any of its Subsidiaries; the non-compliance by the Lead Borrower or any of its Subsidiaries with any Environmental Law (including applicable permits thereunder) applicable to any Real Property; or any Environmental Claim asserted against the Lead Borrower, any of its Subsidiaries or relating in any way to any Real Property at any time owned, leased or operated by the Lead Borrower or any of its Subsidiaries, includingClaim, in each case, including, without limitation, the reasonable fees and disbursements of counsel and other independent consultants incurred in connection with any such investigation, litigation or other proceeding, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Indemnified Person (but excluding in each case any losses, liabilities, claims, damages or expenses (i) to the extent incurred by reason of the gross negligence, bad faith or willful misconduct of the applicable Indemnified Person, any Affiliate of such Indemnified Person or any of their respective directors, officers, employees, representatives, agents, Affiliates, trustees or investment advisors, (ii) to the extent incurred by reason of any material breach of the obligations of such Indemnified Person under this Agreement or the other Credit Documents (in the case of each of preceding clauses (i) and (ii), as determined by a court of competent jurisdiction in a final and non-appealable decision) or (iii) that do not involve or arise from an act or omission by any Borrower or the Guarantors or any of their respective affiliates and is brought by an Indemnified Person (other than claims against any Agent in its capacity as such or in its fulfilling such role). To the extent that the undertaking to indemnify, pay or hold harmless any Agent or any Lender or other Indemnified Person set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Credit Parties shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. (b) No Agent or any Indemnified Person shall be responsible or liable to any Credit Party or any other Person for (x) any determination made by it pursuant to this Agreement or any other Credit Document in the absence of gross negligence, bad faith or willful misconduct on the part of such Indemnified Person (in each case, as determined by a court of competent jurisdiction in a final and non-appealable judgment), (y) any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems or (z) any indirect, special, exemplary, incidental, punitive or consequential damages (including, without limitation, any loss of profits, business or anticipated savings) which may be alleged as a result of this Agreement or any other Credit Document or the financing contemplated hereby.

Payment of Expenses, etc. (a) The Credit Parties Borrower hereby jointly and severally agree agrees to: (i) if whether or not the Closing Date occursTransaction herein contemplated is consummated, pay all reasonable invoiced and documented out-of-pocket costs and expenses of the Agents Lenders (including, without limitation, including the reasonable fees and disbursements of one primary counsel to all Agents Xxxxxx, Xxxx & Xxxxxxxx LLP and Lenders and, if reasonably necessary, one the Lenders’ local counsel in any relevant jurisdiction and, in the case of an actual or perceived conflict of interest where the Indemnified Person (as defined below) affected by such conflict informs the Lead Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnified Person but excluding, other than as indicated under Section 13.01(a)(ii), Taxes other than Taxes that represent liabilities, obligations, losses, damages, penalties, actions, costs, expenses due diligence costs and disbursements arising from a non-Tax claimadvisors and consultants fees and disbursements) in connection with the negotiation, preparation, execution execution, and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein, the administration hereof and thereof therein and any amendment, waiver or consent relating hereto or thereto thereto; (whether or not effective), of the Agents in connection with their syndication efforts with respect to this Agreement ii) pay upon demand all reasonable and of the Agents documented out-of-pocket costs and each expenses incurred by any Lender in connection with (A) the exercise, enforcement or protection of any of its rights in connection with this Agreement (including its rights under this Section) and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with the Loans, (B) the custody, preservation, use or operation of, or the sale of, collection from or other realization upon, any of the Collateral or (C) 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 (which shall be limited to one primary counsel to all Agents and Lenders to be retained by the Agent and, if reasonably necessary, one local counsel in any relevant jurisdiction andincluding, in each case, the case of an actual or perceived conflict of interest where the Indemnified Person affected by such conflict informs the Lead Borrower of such conflict reasonable and thereafter retains its own counsel, of another firm documented fees and disbursements of counsel and consultants for such affected Indemnified Personthe Lenders); (ii) pay provided, however, that the Borrower shall not be responsible for the payment of any fees, costs, or other liabilities arising out of any dispute between or among the Lenders, and hold each Agent and each Lender harmless from and against any and all Other Taxes with respect their respective Affiliates to the foregoing matters extent, and save each Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than only to the extent attributable extent, that such dispute does not arise out of any alleged failure of the Borrower or any Main Subsidiary to such Agent, such Lender or perform their obligations under the Lead Arranger) to pay such Other TaxesCredit Documents; and (iii) indemnify each Agent Lender, each Lender’s Related Parties and (without duplication) each Lender and of their respective Affiliates, and the officers, directors, employees, representatives, agents, trusteesattorneys-in-fact, representatives affiliates, trustees and investment and other advisors of each of the foregoing (each, an “Indemnified Person”) from from, and hold each of them harmless against against, any and all liabilities, obligations (including removal or remedial actions)obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable and documented attorneys’ and consultants’ fees fees, costs and disbursements) (but excluding Taxes other than Taxes that represent liabilities, obligations, losses, damages, penalties, actions, costs, expenses and disbursements arising from a non-Tax claim) incurred by, imposed on or assessed against any of them by any Person (including the Borrower or any Main Subsidiary), as a result of, or arising out of, or in any way related to, or by reason of, (aA) any investigationthe preparation, litigation execution, delivery or other proceeding (whether or not any Agent or any Lender is a party thereto 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 Agreement, any other Credit Document or any agreement or instrument contemplated hereby or thereby, or the proceeds transactions contemplated hereby or thereby, or any action taken or omitted by any such Indemnified Person in connection with any of the foregoing, including with respect to the exercise by any Term Loans Lender of its respective rights or remedies under this Agreement or any Credit Document to which it is a party, the performance or non-performance by the Borrower or any Main Subsidiary of its obligations hereunder or thereunder or the consummation of the Transaction or any other transactions contemplated herein hereby or in thereby, (B) any other Credit Document Loan or the exercise use or proposed use of the proceeds therefrom, (C) any of their rights or remedies provided herein or in the other Credit Documents, or (b) the actual or alleged presence or Release of Hazardous Materials in the Environment relating in any way to on or from any Real Property owned, leased or operated, at any time, operated by the Lead Borrower or any of its Subsidiaries; the generation, storage, transportation, handling, Release or threat of Release of Hazardous Materials by the Lead Borrower Subsidiary or any actual or alleged violation of its Subsidiaries at any location, whether or not owned, leased or operated by the Lead Borrower or any of its Subsidiaries; the non-compliance by the Lead Borrower or any of its Subsidiaries with any Environmental Law (including applicable permits thereunder) applicable to any Real Property; or any Environmental Claim asserted against the Lead Borrower, any of its Subsidiaries or relating related in any way to any Real Property at any time owned, leased or operated by the Lead Borrower or any Borrower Subsidiary or (D) any actual or prospective claim, litigation, investigation or proceeding relating to any of its Subsidiariesthe foregoing, includingwhether based on contract, in each casetort or any other theory, without limitationwhether brought by a third party or by the Borrower or any Main Subsidiary, and regardless of whether any Indemnified Person is a party thereto, including the reasonable fees and documented fees, costs and disbursements of counsel and other consultants incurred in connection with any such investigationclaim, litigation litigation, investigation or other proceeding, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Indemnified Person proceeding (but excluding in each case any losses, liabilities, claims, damages or expenses (i) to the extent incurred (1) by reason of the gross negligence, bad faith negligence or willful misconduct of the applicable Indemnified Person, Person to be indemnified or any Affiliate of such Indemnified Person Person’s controlled Affiliates or any of its or their respective directors, officers, employees, representatives, agents, Affiliates, trustees representatives or investment advisors, (ii) to the extent incurred by reason of any material breach of the obligations of such Indemnified Person under this Agreement or the other Credit Documents controlling Persons (in the case of each of preceding clauses (i) and (ii)case, as determined by a court of competent jurisdiction in a final and non-appealable decision) acting at the direction of such Indemnified Person in connection with the Transaction or (iii2) that do not involve in connection with a dispute between or among the Indemnified Persons or from a claim of any Indemnified Person against another Indemnified Person, unless such claims arise from the gross negligence or willful misconduct of such Indemnified Person (in each case, to the extent finally determined by a court of competent jurisdiction in a final non-appealable judgment)) which in either case is not the result of an act or omission by any of the Borrower or the Guarantors or any of their respective affiliates and is brought by an Indemnified Person (other than claims against any Agent in its capacity as such Affiliates or in its fulfilling such roleSubsidiaries). To the extent that the undertaking to indemnify, pay or hold harmless any Agent or any Lender or other Indemnified Person set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Credit Parties 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 10.01 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. (b) No Agent or To the full extent permitted by applicable law, each of the parties hereto shall not assert, and hereby waives, any claim against any Indemnified Person shall be responsible or liable to any Credit Party or any other Person party hereto, on any theory of liability, for special, indirect, consequential or incidental damages (xas opposed to direct or actual damages) any determination made by it pursuant to arising out of, in connection with, or as a result of, this Agreement or any other Credit Document or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof. No Indemnified Person shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the absence of gross negligenceother Credit Documents or the transactions contemplated hereby or thereby, bad faith or willful misconduct on except to the part extent the liability of such Indemnified Person results from such Indemnified Person’s gross negligence or willful misconduct (in each case, as determined by a court of competent jurisdiction in a final and non-appealable judgmentdecision), (y) any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems or (z) any indirect, special, exemplary, incidental, punitive or consequential damages (including, without limitation, any loss of profits, business or anticipated savings) which may be alleged as a result of this Agreement or any other Credit Document or the financing contemplated hereby.

Payment of Expenses, etc. (a) The Credit Parties Borrower hereby jointly and severally agree agrees to: (i) if the Closing Date occurspay within 30 days of a written demand therefor, pay together with backup documentation supporting such reimbursement request, all reasonable and documented or invoiced out-of-out of pocket costs and expenses (a) of the Agents Administrative Agent (including, without limitation, limited in the case of legal fees to the reasonable fees and documented or invoiced fees, disbursements and other charges of one primary outside counsel to all Agents and Lenders and, if reasonably necessary, one firm of local counsel in any relevant each appropriate jurisdiction andof to the Administrative Agent, Lead Arranger and Lenders, taken as a whole, and in the case of an actual any other advisor or perceived conflict of interest where consultant, solely to the Indemnified Person (as defined below) affected by such conflict informs extent that the Lead Borrower has consented to the retention of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnified Person but excluding, other than as indicated under Section 13.01(a)(ii), Taxes other than Taxes that represent liabilities, obligations, losses, damages, penalties, actions, costs, expenses and disbursements arising from a non-Tax claimperson) in connection with the preparation, execution execution, delivery and delivery administration of this Agreement and the other Credit Loan Documents and the documents and instruments referred to herein and therein, the administration hereof and thereof therein and any amendment, modification, waiver or consent relating hereto or thereto thereto, and (whether or not effective), b) of the Agents Administrative Agent and, after the occurrence and during the continuance of an Event of Default, each of the Lenders in connection with their syndication efforts with respect to this Agreement any (x) waiver of an Event of Default that has occurred and of the Agents and each Lender in connection with the is continuing, (y) enforcement of this Agreement and the other Credit Loan Documents and the documents and instruments referred to herein and therein or in connection with any (z) refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-work out” or pursuant to any insolvency or bankruptcy proceedings (which shall be limited to one primary counsel to all Agents and Lenders to be retained by in the Agent and, if reasonably necessary, one local counsel in any relevant jurisdiction andcase of legal fees, in the case of an each of clauses (x), (y) and (z) above, to the reasonable and documented or invoiced out of pocket costs and expenses of one primary counsel for the Administrative Agent, Lead Arranger, the Lenders and their respective Affiliates (taken as a whole), and one firm of local counsel in each appropriate jurisdiction (and in the event of any actual or perceived conflict of interest where the Indemnified Person affected by such conflict informs the Lead Borrower of such conflict and thereafter retains its own counsel, of another firm of one additional primary counsel for such affected Indemnified Personparties taken as a whole)); and (ii) pay and hold each Agent and each Lender harmless from and against any and all Other Taxes with respect to indemnify the foregoing matters and save each Agent and each 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 Administrative Agent, such Lender or the Lead Arranger) to pay such Other Taxes; and (iii) indemnify each Agent and , each Lender and their respective Affiliates, and the each of their respective officers, directors, employees, partners, advisors, representatives, agents, trusteesaffiliates, representatives controlling persons, trustees and investment advisors of and each of the foregoing their respective successors and assigns (each, an “Indemnified Person”) from and hold each of them harmless from and against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including limited in the case of legal fees to the reasonable attorneys’ and consultants’ documented or invoiced fees and disbursements) expenses of one counsel for all Indemnified Persons and, if reasonably necessary, one firm of local counsel in each appropriate jurisdiction (but excluding Taxes other than Taxes which may include a single special counsel acting in multiple jurisdictions)); provided that represent liabilitiesin the case of an actual or perceived conflict of interest notified to the Borrower by any Indemnified Person, obligations, losses, damages, penalties, actions, costs, such indemnity for fees and expenses shall extend to one additional primary counsel and disbursements arising from one local counsel for such Indemnified Persons taken as a non-Tax claim) whole incurred 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 claim, investigation, litigation or other proceeding (whether or not any Agent the Administrative Agent, Lead Arranger or any Lender is a party thereto and whether or not such claim, investigation, litigation or other proceeding is brought by or on behalf of any Credit Loan Party, the Permitted Holders and their respective Affiliates and creditors and any other third person) related to the entering into and/or performance of this Agreement or Agreement, any other Credit Loan Document or the proceeds of any Term Loans hereunder or the consummation of the Transaction Transactions or any other transactions contemplated herein or in any other Credit Loan Document or the exercise of any of their rights or remedies provided herein or in the other Credit Loan Documents, or (b) the actual or alleged presence of Hazardous Materials of Environmental Concern in the Environment relating in any way to air, surface water or groundwater or on the surface or subsurface of any Real Property owned, leased or operated, at any time, operated by the Lead Borrower Holdings or any of its Subsidiaries; , (c) the Release, generation, storage, transportation, handling, Release handling or threat disposal of Release Materials of Hazardous Materials Environmental Concern by the Lead Borrower Holdings or any of its Subsidiaries at any location, whether or not owned, leased or operated by the Lead Borrower Holdings or any of its Subsidiaries; , (d) the non-non compliance by the Lead Borrower Holdings or any of its Subsidiaries with any Environmental Law (including applicable permits issued thereunder), or (e) applicable to any Real Property; or any Environmental Claim asserted against the Lead Borrower, Holdings or any of its Subsidiaries or relating in any way with respect to any Real Property at any time currently or formerly owned, leased or operated by the Lead Borrower Holdings or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the therewith; provided that no Indemnified Person (but excluding in each case will be indemnified for any lossesloss, liabilitiesclaim, claimsdamage, damages liability, cost or expenses (i) expense to the extent incurred by reason of it has resulted from (w) the gross negligence, bad faith or willful misconduct of the applicable Indemnified Person, any Affiliate of such Indemnified Person or any of their respective its officers, directors, officersmanagers, employees, representatives, agents, Affiliates, trustees employees or investment advisors, controlled Affiliates (ii) to the extent incurred by reason of any material breach of the obligations of such Indemnified Person under this Agreement or the other Credit Documents (in the case of each of preceding clauses (i) and (ii), as determined by a court of competent jurisdiction in a final and non-non appealable decision), (x) any settlement entered into by such Indemnified Person without Borrower’s written consent (such consent not to be unreasonably withheld or delayed) (but if settled with the Borrower’s written consent or if there is a final judgment against such Indemnified Person in any such claim, investigation, litigation or other proceeding, such Indemnified Person will be indemnified in accordance with this Section 12.01), (y) a material breach of its obligations under this Agreement or any other Loan Document by any such persons or one of its controlled Affiliates (as determined in a final non appealable judgment of a court of competent jurisdiction) or (iiiz) any dispute between and among Indemnified Persons (other than a dispute involving claims against the Administrative Agent or the Lead Arranger or any other agent or co agent (if any) (and solely in the case of a co-agent, solely in connection with its syndication of the Facility) that do a court of competent jurisdiction has determined in a final and non appealable decision did not involve actions or arise from an act omissions of any Affiliate of Holdings or omission by its Subsidiaries. None of the Borrower, the Guarantors, the Administrative Agent, the Lead Arranger, any Borrower or the Guarantors Lender, or any of their respective affiliates and is brought by an Affiliates or any other Indemnified Person shall be liable for any indirect, special, punitive, exemplary or consequential (other than claims against including lost profits) damages in connection with this Agreement, the Transaction, the Facility, the Closing Date Commitment Letter or the use of proceeds therefrom; provided that nothing contained in this sentence shall limit the indemnity and reimbursement obligations set forth in this Section 12.01 of any Agent in its capacity as such or in its fulfilling such role)Loan Party. To the extent that the undertaking to indemnify, pay or hold harmless any the Administrative Agent or any Lender or other Indemnified Person set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Credit Parties Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. (b) No Agent or any Indemnified Person shall be responsible or liable to any Credit Party or any other Person for (x) any determination made by it pursuant to this Agreement or any other Credit Document in the absence of gross negligence, bad faith or willful misconduct on the part of such Indemnified Person (in each case, as determined by a court of competent jurisdiction in a final and non-appealable judgment), (y) any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems or (z) any indirect, special, exemplary, incidental, punitive or consequential damages (including, without limitation, any loss of profits, business or anticipated savings) which may be alleged as a result of this Agreement or any other Credit Document or the financing contemplated hereby.. For

Payment of Expenses, etc. (a) The Credit Parties hereby jointly and severally agree Company agrees to: (i) if whether or not the Closing Date occurstransactions herein contemplated are consummated, pay all reasonable invoiced out-of-pocket costs and expenses of the Agents each Agent (including, without limitation, the reasonable fees and disbursements of one primary counsel to all Agents Cravath, Swaine & Xxxxx and Lenders and, if reasonably necessary, one local counsel in any relevant jurisdiction and, in the case of an actual or perceived conflict of interest where the Indemnified Person (as defined below) affected by such conflict informs the Lead Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnified Person but excluding, other than as indicated under Section 13.01(a)(ii), Taxes other than Taxes that represent liabilities, obligations, losses, damages, penalties, actions, costs, expenses and disbursements arising from a non-Tax claim) in connection with the negotiation, preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein, the administration hereof and thereof therein and any amendment, waiver or consent relating hereto or thereto (whether or not effective), of the Agents and requested by any Credit Party and in connection with their the Agents' syndication efforts with respect to this Agreement Agreement; (ii) pay all reasonable out-of-pocket costs and expenses of each Agent and each of the Agents and each Lender Banks in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein therein and, after an Event of Default shall have occurred and therein or in connection with any refinancing or restructuring be continuing, the protection of the credit arrangements provided under this Agreement in rights of each of the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (which shall be limited to one primary counsel to all Agents and Lenders to be retained by each of the Agent andBanks thereunder (including, if reasonably necessarywithout limitation, one local counsel in any relevant jurisdiction and, in the case of an actual or perceived conflict of interest where the Indemnified Person affected by such conflict informs the Lead Borrower of such conflict reasonable fees and thereafter retains its own counsel, of another firm disbursements of counsel for the Agents and the Banks), provided that the Company shall be obligated to pay the fees and disbursements of only one counsel to the Agents and the Banks pursuant to this clause (ii) unless an Agent or Bank notifies the Company that it reasonably believes that its legal position differs from the other Agents or Banks or that it may be subject to different claims or defenses than the other Agents and Banks, in which case the Company will also pay the reasonable fees and disbursements of counsel of such affected Indemnified Person)Agent or Bank; (iiiii) pay and hold each Agent and each Lender of the Banks harmless from and against any and all Other Taxes present and future stamp, transfer, documentary and other similar taxes and all charges, penalties or levies relating thereto with respect to the foregoing matters and save each Agent and each Lender of the Banks harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Agent, such Lender or the Lead ArrangerBank) to pay such Other Taxestaxes; and (iiiiv) indemnify each Agent and each Lender and Bank, their respective Affiliates, and the officers, directors, trustees, employees, agentsrepresentatives, trustees, representatives affiliates and investment advisors of each of the foregoing (each, an “Indemnified Person”) agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penaltiesliabilities, claims, actions, judgments, suits, costs, damages or expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) (but excluding Taxes other than Taxes that represent liabilities, obligations, losses, damages, penalties, actions, costs, expenses and disbursements arising from a non-Tax claim) incurred by, imposed on or assessed against 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 any Agent or any Lender Bank is a party thereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Partythereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of the proceeds of any Term Loans hereunder or the Transaction or the consummation of the Transaction or any other transactions contemplated herein or in any other Credit Document (but excluding any such losses, liabilities, claims, damages or expenses to the exercise extent incurred by reason of any the gross negligence or willful misconduct of their rights or remedies provided herein or in the other Credit DocumentsPerson to be indemnified), or (b) the actual or alleged presence of Hazardous Materials in the Environment relating in any way to air, surface water or groundwater or on the surface or subsurface of any Real Property owned, leased or operated, at any time, by the Lead Borrower or any of its Subsidiaries; the generation, storage, transportation, handling, Release or threat of Release of Hazardous Materials by the Lead Borrower or any of its Subsidiaries at any location, whether or not owned, leased or operated by the Lead Borrower or any of its Subsidiaries; the non-compliance by the Lead Borrower or any of its Subsidiaries with any Environmental Law (including applicable permits thereunder) applicable to any Real Property; or any Environmental Claim asserted against the Lead Borrower, any of its Subsidiaries or relating in any way to any Real Property at any time owned, leased or operated by the Lead Borrower or any of its Subsidiaries, includingClaim, in each case, including, without limitation, the reasonable fees and disbursements of counsel and other independent consultants incurred in connection with any such investigation, litigation or other proceeding, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Indemnified Person (but excluding in each case any losses, liabilities, claims, damages or expenses (i) to the extent incurred by reason of the gross negligence, bad faith or willful misconduct of the applicable Indemnified Person, any Affiliate of such Indemnified Person or any of their respective directors, officers, employees, representatives, agents, Affiliates, trustees or investment advisors, (ii) to the extent incurred by reason of any material breach of the obligations of such Indemnified Person under this Agreement or the other Credit Documents (in the case of each of preceding clauses (i) and (ii), as determined by a court of competent jurisdiction in a final and non-appealable decision) or (iii) that do not involve or arise from an act or omission by any Borrower or the Guarantors or any of their respective affiliates and is brought by an Indemnified Person (other than claims against any Agent in its capacity as such or in its fulfilling such role). To the extent that the undertaking to indemnify, pay or hold harmless any Agent or any Lender or other Indemnified Person set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Credit Parties shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. (b) No Agent or any Indemnified Person shall be responsible or liable to any Credit Party or any other Person for (x) any determination made by it pursuant to this Agreement or any other Credit Document in the absence of gross negligence, bad faith or willful misconduct on the part of such Indemnified Person (in each case, as determined by a court of competent jurisdiction in a final and non-appealable judgment), (y) any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems or (z) any indirect, special, exemplary, incidental, punitive or consequential damages (including, without limitation, any loss of profits, business or anticipated savings) which may be alleged as a result of this Agreement or any other Credit Document or the financing contemplated hereby.

Payment of Expenses, etc. (a) The Credit Parties hereby jointly and severally agree to: Borrower shall pay, within twenty (i20) if Business Days of the Closing Date occursA&R Effective Date, pay all reasonable invoiced and documented out-of-pocket costs expenses incurred by the Administrative Agent and expenses the Lenders associated with the preparation, negotiation, execution and delivery of the Agents this Agreement (including, without limitation, the reasonable fees and disbursements of one primary counsel to all Agents and Lenders and, if reasonably necessary, one local counsel in any relevant jurisdiction andbut limited, in the case of an actual or perceived conflict such costs and expenses related to counsel to the Administrative Agent and the Lenders, to those of interest where the Shearman & Sterling LLP). (b) The Loan Parties shall pay, within fifteen (15) days of a written demand therefor, (a) all reasonable and documented out-of-pocket expenses incurred by any Indemnified Person (as defined below) affected by associated with the syndication of the facility and the preparation, execution, delivery and administration of the Credit Documents and any amendment and waiver with respect thereto (including the reasonable and documented fees, charges and disbursements of counsel (and, if necessary, local and/or special counsel), except that any reimbursement obligation to (a) the Lenders shall be limited to (i) one counsel to such Indemnified Persons taken as a whole, (ii) in the case of any conflict informs of interest, additional counsel to each group of similarly situated Indemnified Persons, limited to one such additional counsel and (iii) if necessary, one local counsel in each relevant jurisdiction and one special counsel in each relevant specialty (and, in the Lead Borrower case of such any conflict of interest, one additional local counsel and thereafter retains its own one additional special counsel, as applicable, to each group of another firm of similarly situated Indemnified Persons) and (b) an Administrative Agent shall be limited to one counsel for such affected Indemnified Person but excludingand, other than as indicated under Section 13.01(a)(iiif necessary, one local counsel in each relevant jurisdiction and one special counsel in each relevant specialty), Taxes other than Taxes that represent liabilities, obligations, losses, damages, penalties, actions, costs, expenses and disbursements arising from a non-Tax claim) in connection with the preparation, execution negotiation, execution, delivery and delivery administration of this Agreement and the other Credit Documents and the documents and instruments referred to herein and thereinDocuments, the administration issuance of offers of Autonomous Promise of Debt from time to time, the making of the Loans or any amendments, modifications or waivers of the provisions hereof and or thereof and (b) all documented out-of-pocket expenses incurred by any amendment, waiver or consent relating hereto or thereto (whether or not effective), of the Agents in connection with their syndication efforts with respect to this Agreement and of the Agents and each Lender Indemnified Person in connection with the enforcement of the Credit Documents (including the documented fees, charges and disbursements of counsel (and, if necessary, local and/or special counsel), except that any reimbursement obligation to (a) the Lenders shall be limited to (i) one counsel to such Indemnified Persons taken as a whole, (ii) in the case of any conflict of interest, additional counsel to each group of similarly situated Indemnified Persons, limited to one such additional counsel and (iii) if necessary, one local counsel in each relevant jurisdiction and one special counsel in each relevant specialty (and, in the case of any conflict of interest, one additional local counsel and one additional special counsel, as applicable, to each group of similarly situated Indemnified Persons) and (b) an Administrative Agent shall be limited to one counsel and, if necessary, one local counsel in each relevant jurisdiction and one special counsel in each relevant specialty) in connection with the enforcement or protection of its rights in connection with this Agreement and the other Credit Documents Documents, including its rights under this Section 12.1, or the taking of any action that any Loan Party is required, but has failed, to take under any Credit Document. All costs and expenses of complying with the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring provisions hereof are for the sole account of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (which shall be limited to one primary counsel to all Agents and Lenders Loan Parties unless explicitly stated herein to be retained by for the Agent and, if reasonably necessary, one local counsel in any relevant jurisdiction and, in the case of an actual or perceived conflict of interest where the Indemnified Person affected by such conflict informs the Lead Borrower of such conflict and thereafter retains its own counsel, account of another firm of counsel for such affected Indemnified Person); (ii) pay and hold each Agent and each Lender harmless from and against any and all Other Taxes with respect to the foregoing matters and save each Agent and each 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 Agent, such Lender or the Lead Arranger) to pay such Other Taxes; and (iii) indemnify each Agent and each Lender and their respective Affiliates, and the officers, directors, employees, agents, trustees, representatives and investment advisors of each of the foregoing (each, an “Indemnified Person”) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) (but excluding Taxes other than Taxes that represent liabilities, obligations, losses, damages, penalties, actions, costs, expenses and disbursements arising from a non-Tax claim) incurred 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 any Agent or any Lender is a party thereto 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 proceeds of any Term Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein or in any other Credit Document 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 Environment relating in any way to any Real Property owned, leased or operated, at any time, by the Lead Borrower or any of its Subsidiaries; the generation, storage, transportation, handling, Release or threat of Release of Hazardous Materials by the Lead Borrower or any of its Subsidiaries at any location, whether or not owned, leased or operated by the Lead Borrower or any of its Subsidiaries; the non-compliance by the Lead Borrower or any of its Subsidiaries with any Environmental Law (including applicable permits thereunder) applicable to any Real Property; or any Environmental Claim asserted against the Lead Borrower, any of its Subsidiaries or relating in any way to any Real Property at any time owned, leased or operated by the Lead Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Indemnified Person (but excluding in each case any losses, liabilities, claims, damages or expenses (i) to the extent incurred by reason of the gross negligence, bad faith or willful misconduct of the applicable Indemnified Person, any Affiliate of such Indemnified Person or any of their respective directors, officers, employees, representatives, agents, Affiliates, trustees or investment advisors, (ii) to the extent incurred by reason of any material breach of the obligations of such Indemnified Person under this Agreement or the other Credit Documents (in the case of each of preceding clauses (i) and (ii), as determined by a court of competent jurisdiction in a final and non-appealable decision) or (iii) that do not involve or arise from an act or omission by any Borrower or the Guarantors or any of their respective affiliates and is brought by an Indemnified Person (other than claims against any Agent in its capacity as such or in its fulfilling such role). To the extent that the undertaking to indemnify, pay or hold harmless any Agent or any Lender or other Indemnified Person set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Credit Parties shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. (b) No Agent or any Indemnified Person shall be responsible or liable to any Credit Party or any other Person for (x) any determination made by it pursuant to this Agreement or any other Credit Document in the absence of gross negligence, bad faith or willful misconduct on the part of such Indemnified Person (in each case, as determined by a court of competent jurisdiction in a final and non-appealable judgment), (y) any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems or (z) any indirect, special, exemplary, incidental, punitive or consequential damages (including, without limitation, any loss of profits, business or anticipated savings) which may be alleged as a result of this Agreement or any other Credit Document or the financing contemplated hereby.

Payment of Expenses, etc. (a) The Credit Parties hereby jointly and severally agree agree, from and after the Closing Date, to: (i) if the Closing Date occurs, pay all reasonable invoiced and documented out-of-pocket costs and expenses of the Agents (includinglimited, without limitationin the case of legal expenses, to the reasonable fees and disbursements of one primary counsel to all Agents Agents, Lenders and Lenders Issuing Banks, taken as a whole, and, if reasonably necessary, one local counsel in any relevant jurisdiction and, in the case of an actual or perceived conflict of interest where the Indemnified Person (as defined below) affected by such conflict informs the Lead Borrower of such conflict and thereafter retains its own counsel, of another which may include a single firm of counsel for such affected Indemnified Person but excluding, other than as indicated under Section 13.01(a)(iiacting in multiple jurisdictions), Taxes other than Taxes that represent liabilities, obligations, losses, damages, penalties, actions, costs, expenses and disbursements arising from a non-Tax claim) in connection with (x) the preparation, execution execution, enforcement and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein, (y) the administration hereof and thereof and any amendment, waiver or consent relating hereto or thereto (whether or not effective), of the Agents in connection with ) and (z) their syndication efforts with respect to this Agreement Agreement; (ii) pay all reasonable invoiced out‑of‑pocket costs and expenses of the Agents Agents, each Issuing Bank and each Lender in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency Insolvency or bankruptcy proceedings Liquidation Proceedings (which shall be limited limited, in the case of legal expenses, to the reasonable fees and disbursements of one primary counsel to all Agents and Lenders (to be retained by the Agent Administrative Agent) to all Agents, Lenders and Issuing Banks, taken as a whole, and, if reasonably necessary, one local counsel in any relevant jurisdiction (which may include a single firm of counsel acting in multiple jurisdictions) and, in the case of an actual or perceived conflict of interest where the any Indemnified Person affected by such conflict informs the Lead Borrower of such conflict and thereafter retains its own counselconflict, of another a single additional firm of counsel in each relevant jurisdiction for such all similarly situated affected Indemnified PersonPersons); (ii) pay and hold each Agent and each Lender harmless from and against any and all Other Taxes with respect to the foregoing matters and save each Agent and each 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 Agent, such Lender or the Lead Arranger) to pay such Other Taxes; and (iii) indemnify each Agent Agent, each Issuing Bank and each Lender and their respective Affiliates, and the partners, shareholders, officers, directors, employees, agents, trustees, representatives and investment advisors of each of the foregoing foregoing, in each case, together with their respective successors and assigns (each, an “Indemnified Person”) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) (but excluding Taxes other than Taxes that represent liabilities, obligations, losses, damages, penalties, actions, costs, expenses and disbursements arising from a non-Tax claim) incurred 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 any Agent Agent, any Issuing Bank or any Lender is a party thereto 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 proceeds of any Term Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein or in any other Credit Document 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 Environment relating in any way to any Real Property owned, leased or operated, at any time, by the Lead Borrower Holdings or any of its Subsidiaries; the generation, storage, transportation, handling, Release or threat of Release of Hazardous Materials by the Lead Borrower Holdings or any of its Subsidiaries at any location, whether or not owned, leased or operated by the Lead Borrower Holdings or any of its Subsidiaries; the non-compliance by the Lead Borrower Holdings or any of its Subsidiaries with any Environmental Law (including applicable permits thereunder) applicable to any Real Property; or any Environmental Claim asserted against the Lead Borroweror liability under Environmental Laws relating in any way to Holdings, any of its Subsidiaries or relating in any way to any Real Property at any time owned, leased or operated by the Lead Borrower Holdings or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Indemnified Person (but excluding in each case (and each Indemnified Person, by accepting the benefits hereof, agrees to promptly refund or return any indemnity received hereunder to the extent it is later determined by a final, non‑appealable judgment of a court of competent jurisdiction that such Indemnified Person is not entitled thereto) any losses, liabilities, claims, damages or expenses (i) to the extent incurred by reason of the gross negligence, bad faith or willful misconduct of the applicable Indemnified Person, any Affiliate of such Indemnified Person or any of their respective directors, officers, employees, representatives, agents, Affiliates, trustees or investment advisors, (ii) to the extent incurred by reason of any material breach of the obligations of such Indemnified Person under this Agreement or the other Credit Documents (in the case of each of the preceding clauses (i) and (ii), as determined by a court of competent jurisdiction in a final and non-appealable decision) or (iii) that do not involve or arise from an act or omission by any Borrower or the Guarantors Credit Party or any of their respective affiliates and is brought by an Indemnified Person against another Indemnified Person (other than claims against any Agent solely in its capacity as such or in its fulfilling such role)). To the extent that the undertaking to indemnify, pay or hold harmless any Agent Agent, any Issuing Bank or any Lender or other Indemnified Person set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Credit Parties shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. (b) No Agent or any Indemnified Person shall be responsible or liable to any Credit Party or any other Person for (x) any determination made by it pursuant to this Agreement or any other Credit Document in the absence of gross negligence, bad faith or willful misconduct on the part of such Indemnified Person (in each case, as determined by a court of competent jurisdiction in a final and non-appealable judgment), ) or (y) any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems or (z) any indirect, special, exemplary, incidental, punitive or consequential damages (including, without limitation, any loss of profits, business or anticipated savings) which may be alleged as a result of this Agreement or any other Credit Document or the financing contemplated herebysystems.

Payment of Expenses, etc. (a) The Credit Parties hereby jointly and severally agree to: (i) if the Closing Date occurs, pay all reasonable invoiced and documented out-of-pocket costs and expenses (A) of the Agents and the Joint Lead Arrangers and Issuing Banks (includingwithout duplication) limited, without limitationin the case of legal fees, to the reasonable fees and disbursements of one primary counsel to all Agents in each of the U.S., Canada, the U.K. and Lenders the Netherlands and, if reasonably necessary, one local counsel in any relevant jurisdiction and, and an additional counsel in the case of an actual or perceived conflict of interest where the Indemnified Person (as defined below) affected by such conflict informs the Lead Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnified Person but excluding, other than as indicated under Section 13.01(a)(ii), Taxes other than Taxes that represent liabilities, obligations, losses, damages, penalties, actions, costs, expenses and disbursements arising from a non-Tax claimconflicts) in connection with the preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein, the administration hereof and thereof and any amendment, waiver or consent relating hereto or thereto (whether or not effective), (B) of the Agents and the Joint Lead Arrangers (without duplication) in connection with their syndication efforts with respect to this Agreement and Agreement, (C) of the Agents and each Lender in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “"work-out” " or pursuant to any insolvency or bankruptcy proceedings and (D) of the Agents in connection with Collateral monitoring, Collateral reviews and Appraisals and Field Examinations (limited, as set forth in Section 8.12); and (ii) indemnify each Agent, each Joint Lead Arranger, each Lender, each Issuing Bank and their respective Affiliates and branches, and the officers, directors, employees, controlling persons, agents, advisors and other representatives of each of the foregoing (each, an "Indemnified Person") from and hold each of them harmless against any and all liabilities (including Environmental Liabilities), losses, damages, claims and expenses to which shall be any such Indemnified Person may become subject, in each case arising out of or in connection with (w) any claim, litigation, investigation or proceeding relating to the Credit Documents, (x) any use or proposed use of proceeds hereunder and any of the other transactions contemplated hereby and (y) to reimburse each such Indemnified Person upon demand for any reasonable and documented fees, disbursements and other charges of counsel (limited to one primary firm of counsel to for all Agents and Lenders to be retained by the Agent and, if reasonably necessary, one local counsel in any relevant jurisdiction Indemnified Persons (and, in the case of an actual or perceived conflict of interest where the Indemnified Person affected by such conflict informs the Lead Borrower of such conflict and thereafter retains has retained its own counsel, of another firm of counsel for such affected Indemnified Person); (ii) pay and hold each Agent and each Lender harmless from and against any and all Other Taxes with respect to the foregoing matters and save each Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than and, to the extent attributable required, one firm of local counsel in each relevant jurisdiction for all Indemnified Persons) incurred in connection with investigating or defending any of the foregoing (collectively, the "Indemnified Liabilities"); provided that the foregoing indemnity will not, as to any Indemnified Person, apply to liabilities, losses, damages, claims and expense to the extent that (x) such Agentliability, loss, damage, claim or expense resulted from the gross negligence, willful misconduct or bad faith of such Lender Indemnified Person, any Affiliate or the Lead Arranger) to pay branch of such Other Taxes; and (iii) indemnify each Agent and each Lender and Indemnified Person or any of their respective Affiliates, and the officers, directors, employees, controlling persons, agents, trusteesadvisors and other representatives, as determined by a court of competent jurisdiction in a final and non-appealable decision, (y) in the case of any claim, litigation, investigation or proceeding initiated by the Company or one of its Subsidiaries against any Agent, any Joint Lead Arranger, any Lender or any Issuing Bank, such liability, loss, damage, claim or expense resulted from a breach by such Agent, such Joint Lead Arranger, such Lender or Issuing Bank, as applicable, or its Affiliates or any of its or their respective officers, directors, employees, controlling persons, agents, advisors and other representatives and investment advisors of each of the foregoing obligations of such Agent, such Joint Lead Arranger, such Lender or such Issuing Bank, as applicable, hereunder as determined by a court of competent jurisdiction in a final and non-appealable decision or (eachz) such liability, loss, damage, claim or expense resulted from any claim, investigation, litigation or proceeding solely between and among Indemnified Persons and not arising from any act or omission by the Company or any of its Affiliates; provided that the Agents, the Joint Lead Arrangers and the Issuing Banks to the extent fulfilling their respective roles as an “Indemnified Person”Agent, Joint Lead Arranger or Issuing Bank hereunder and in their capacities as such, shall remain indemnified in such claim, investigation, litigation or proceeding to the extent the exception set forth in clause (x) from and hold each of them harmless against the immediately preceding proviso does not apply to such Person at such time. For the avoidance of doubt, this Section 12.01(a)(ii) shall not apply to any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) (but excluding Taxes other than Taxes that represent liabilities, obligations, losses, damages, penalties, actions, costs, expenses and disbursements arising from a non-Tax claim) incurred 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 any Agent or any Lender is a party thereto 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 proceeds of any Term Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein or in any other Credit Document 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 Environment relating in any way to any Real Property owned, leased or operated, at any time, by the Lead Borrower or any of its Subsidiaries; the generation, storage, transportation, handling, Release or threat of Release of Hazardous Materials by the Lead Borrower or any of its Subsidiaries at any location, whether or not owned, leased or operated by the Lead Borrower or any of its Subsidiaries; the non-compliance by the Lead Borrower or any of its Subsidiaries with any Environmental Law (including applicable permits thereunder) applicable to any Real Property; or any Environmental Claim asserted against the Lead Borrower, any of its Subsidiaries or relating in any way to any Real Property at any time owned, leased or operated by the Lead Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Indemnified Person (but excluding in each case any losses, liabilities, claims, damages or expenses (i) to the extent incurred by reason of the gross negligence, bad faith or willful misconduct of the applicable Indemnified Person, any Affiliate of such Indemnified Person or any of their respective directors, officers, employees, representatives, agents, Affiliates, trustees or investment advisors, (ii) to the extent incurred by reason of any material breach of the obligations of such Indemnified Person under this Agreement or the other Credit Documents (in the case of each of preceding clauses (i) and (ii), as determined by a court of competent jurisdiction in a final and non-appealable decision) or (iii) that do not involve or arise from an act or omission by any Borrower or the Guarantors or any of their respective affiliates and is brought by an Indemnified Person (other than claims against any Agent in its capacity as such or in its fulfilling such role). To the extent that the undertaking to indemnify, pay or hold harmless any Agent or any Lender or other Indemnified Person set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Credit Parties shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. (b) (i) No Agent or any Indemnified Person shall be responsible or liable to any Credit Party or any other Person for (x) any determination made damages arising from the use by it pursuant to this Agreement others of information or any other Credit Document materials obtained through electronic, telecommunications or other information transmission systems, in each case, in the absence of gross negligence, willful misconduct or bad faith or willful misconduct on the part of such Agent or Indemnified Person (in each case, as determined by a court of competent jurisdiction in a final and non-appealable judgment)) and (ii) no Agent, (y) Indemnified Person or Credit Party or any damages arising from the use by others of information Subsidiary or other materials obtained through electronic, telecommunications or other information transmission systems or (z) Affiliate thereof shall be liable for any indirect, special, exemplary, incidental, punitive or consequential damages (including, without limitation, any loss of profits, business or anticipated savings) which may be alleged as a result of this Agreement or any other Credit Document or the financing contemplated hereby; provided that nothing in this clause (b)(ii) shall limit the Credit Parties' indemnification obligations pursuant to clause (a) above to the extent such indirect, special, punitive or consequential damages are included in any third party claim in connection with which such Indemnified Person is entitled to indemnification under clause (a) above.

Payment of Expenses, etc. (a) The Credit Parties Borrowers hereby jointly and severally agree to: (ia) if the Closing Date occurs, pay all reasonable invoiced out-of-pocket costs and expenses (including Lender Group Expenses) of the Agents (including, without limitation, including the reasonable fees and disbursements of one primary counsel to all Agents the Agents, and Lenders and, if reasonably necessary, one local counsel expenses in any relevant jurisdiction and, in connection with the case of an actual or perceived conflict of interest where the Indemnified Person (as defined below) affected by such conflict informs the Lead Borrower of such conflict appraisals and thereafter retains its own counsel, of another firm of counsel for such affected Indemnified Person but excluding, other than as indicated under collateral examinations required pursuant to Section 13.01(a)(ii), Taxes other than Taxes that represent liabilities, obligations, losses, damages, penalties, actions, costs, expenses and disbursements arising from a non-Tax claim9.02(b) in connection with the preparation, execution execution, delivery and delivery administration of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein, the administration hereof and thereof therein and any amendment, waiver or consent relating hereto or thereto (whether or not effective)thereto, of the Agents Administrative Agent and its Affiliates in connection with its or their syndication efforts with respect to this Agreement and of the Agents Administrative Agent, each Issuing Lender and the Swingline Lender in connection with the Back Stop Arrangements entered into by such Persons (provided, that, in the case of legal fees, unless the Company otherwise agrees, the Administrative Agent shall be limited to reimbursement for the reasonable fees and disbursements of Otterbourg P.C. and one local counsel in each Lender relevant jurisdiction) and, after the occurrence of an Event of Default, each of the Administrative Agent, the Collateral Agent, the Issuing Lenders and Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (which shall be limited to including, in each case, the reasonable fees and disbursements of one primary counsel to all Agents counsel, one consultant and Lenders to be retained by the Agent and, if reasonably necessary, one local counsel in any each relevant jurisdiction jurisdiction, for the Administrative Agent and, after the occurrence of an Event of Default, one counsel and one financial advisor for the group of Issuing Lenders and one counsel and one financial advisor for the group of Lenders and, solely in the case of an actual or perceived a conflict of interest where as determined by the Indemnified Person affected by such conflict informs Person, one additional counsel in each applicable jurisdiction to the Lead Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnified Person); (iib) pay and hold the Administrative Agent, the Collateral Agent, each Agent of the Issuing Lenders and each Lender of the Lenders harmless from and against any and all Other Taxes present and future stamp, transfer, sales and use, value added, excise and other similar documentary taxes with respect to the foregoing matters and save the Administrative Agent, the Collateral Agent, each Agent of the Issuing Lenders and each Lender 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 the Administrative Agent, such Issuing Lender or the Lead Arrangersuch Lender) to pay such Other Taxestaxes; and (iii) indemnify each Agent and each Lender and their respective Affiliates, and the officers, directors, employees, agents, trustees, representatives and investment advisors of each of the foregoing (each, an “Indemnified Person”) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) (but excluding Taxes other than Taxes that represent liabilities, obligations, losses, damages, penalties, actions, costs, expenses and disbursements arising from a non-Tax claim) incurred 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 any Agent or any Lender is a party thereto 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 proceeds of any Term Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein or in any other Credit Document 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 Environment relating in any way to any Real Property owned, leased or operated, at any time, by the Lead Borrower or any of its Subsidiaries; the generation, storage, transportation, handling, Release or threat of Release of Hazardous Materials by the Lead Borrower or any of its Subsidiaries at any location, whether or not owned, leased or operated by the Lead Borrower or any of its Subsidiaries; the non-compliance by the Lead Borrower or any of its Subsidiaries with any Environmental Law (including applicable permits thereunder) applicable to any Real Property; or any Environmental Claim asserted against the Lead Borrower, any of its Subsidiaries or relating in any way to any Real Property at any time owned, leased or operated by the Lead Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Indemnified Person (but excluding in each case any losses, liabilities, claims, damages or expenses (i) to the extent incurred by reason of the gross negligence, bad faith or willful misconduct of the applicable Indemnified Person, any Affiliate of such Indemnified Person or any of their respective directors, officers, employees, representatives, agents, Affiliates, trustees or investment advisors, (ii) to the extent incurred by reason of any material breach of the obligations of such Indemnified Person under this Agreement or the other Credit Documents (in the case of each of preceding clauses (i) and (ii), as determined by a court of competent jurisdiction in a final and non-appealable decision) or (iii) that do not involve or arise from an act or omission by any Borrower or the Guarantors or any of their respective affiliates and is brought by an Indemnified Person (other than claims against any Agent in its capacity as such or in its fulfilling such role). To the extent that the undertaking to indemnify, pay or hold harmless any Agent or any Lender or other Indemnified Person set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Credit Parties shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. (b) No Agent or any Indemnified Person shall be responsible or liable to any Credit Party or any other Person for (x) any determination made by it pursuant to this Agreement or any other Credit Document in the absence of gross negligence, bad faith or willful misconduct on the part of such Indemnified Person (in each case, as determined by a court of competent jurisdiction in a final and non-appealable judgment), (y) any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems or (z) any indirect, special, exemplary, incidental, punitive or consequential damages (including, without limitation, any loss of profits, business or anticipated savings) which may be alleged as a result of this Agreement or any other Credit Document or the financing contemplated hereby.

Payment of Expenses, etc. (a) The Credit Parties hereby jointly and severally agree to: (i) Borrower shall pay, if the Closing Date occursoccurs and the Transactions have been consummated, pay (i) all reasonable and documented and invoiced out-of-pocket costs and expenses of incurred by the Agents (including, without limitationAdministrative Agent, the reasonable Joint Lead Arrangers and their respective Affiliates (without duplication) (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of one primary counsel Xxxxxx Xxxxxx & Xxxxxxx LLP and to all Agents and Lenders and, if the extent reasonably determined by the Administrative Agent to be necessary, one firm of local counsel in any each relevant material jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, in the case of an actual or perceived conflict of interest where the Indemnified Person (as defined below) Indemnitee affected by such conflict informs notifies the Lead Borrower of the existence of such conflict and thereafter retains its own counsel, of another firm of one additional conflicts counsel for the affected Indemnitees similarly situated and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such affected Indemnified Person advisor or consultant, but excluding, other than as indicated under Section 13.01(a)(iisolely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), Taxes other than Taxes that represent liabilitiesin each case, obligations, losses, damages, penalties, actions, costs, expenses and disbursements arising from a non-Tax claim) in connection with the preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein, the administration hereof and thereof and any amendment, waiver or consent relating hereto or thereto (whether or not effective), of the Agents in connection with their syndication efforts with respect to this Agreement and of the Agents and each Lender in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements facilities provided under this Agreement for herein, and the preparation, execution, delivery and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof and (ii) all reasonable and documented and invoiced out‑of-pocket costs and expenses incurred by the Administrative Agent, any Joint Lead Arranger or any Lender, including the fees, charges and disbursements of counsel for the Administrative Agent, the Joint Lead Arrangers and the Lenders (without duplication) (limited, in the nature case of a “work-out” or pursuant (x) legal fees and expenses, to any insolvency or bankruptcy proceedings (which shall be limited the reasonable, documented and invoiced fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP and to one primary counsel to all Agents and Lenders the extent reasonably determined by the Administrative Agent to be retained by the Agent and, if reasonably necessary, one local counsel in any each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest where the Indemnified Person Indemnitee affected by such conflict informs notifies the Lead Borrower of the existence of such conflict and thereafter retains its own counsel, of another firm of one additional conflicts counsel for such the affected Indemnified Person); Indemnitees similarly situated and (iiy) pay the fees and hold each Agent and each Lender harmless from and against expenses of any and all Other Taxes with respect other advisor or consultant, to the foregoing matters reasonable, documented and save each Agent invoiced fees, charges and each Lender harmless from and against any and all liabilities with respect to disbursements of such advisor or resulting from any delay or omission (other than consultant, but solely to the extent attributable that such consultant or advisor has been retained with the Borrower’s consent (such consent not to such Agent, such Lender be unreasonably withheld or the Lead Arranger) to pay such Other Taxes; and (iii) indemnify each Agent and each Lender and their respective Affiliates, and the officers, directors, employees, agents, trustees, representatives and investment advisors of each of the foregoing (each, an “Indemnified Person”) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actionsdelayed), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) (but excluding Taxes other than Taxes that represent liabilities, obligations, losses, damages, penalties, actions, costs, expenses and disbursements arising from a non-Tax claim) incurred by, imposed on in connection with the enforcement 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 any Agent or any Lender is a party thereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf protection of any Credit Party) related to the entering into and/or performance of this Agreement or any other Credit Document or the proceeds of any Term Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (bA) the actual or alleged presence of Hazardous Materials in the Environment relating in any way to any Real Property owned, leased or operated, at any time, by the Lead Borrower or any of its Subsidiaries; the generation, storage, transportation, handling, Release or threat of Release of Hazardous Materials by the Lead Borrower or any of its Subsidiaries at any location, whether or not owned, leased or operated by the Lead Borrower or any of its Subsidiaries; the non-compliance by the Lead Borrower or any of its Subsidiaries with any Environmental Law (including applicable permits thereunder) applicable to any Real Property; or any Environmental Claim asserted against the Lead Borrower, any of its Subsidiaries or relating in any way to any Real Property at any time owned, leased or operated by the Lead Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with the Loan Documents (including all such costs and expenses incurred during any such investigation, litigation or other legal proceeding, including any proceeding under any Debtor Relief Laws), including its rights under this Section 11.01 or (B) in connection with the Loans made hereunder, including all casessuch out-of‑pocket costs and expenses incurred during any workout, whether restructuring or not caused by or arising, negotiations in whole or in part, out of the comparative, contributory or sole negligence of the Indemnified Person (but excluding in each case any losses, liabilities, claims, damages or expenses (i) to the extent incurred by reason of the gross negligence, bad faith or willful misconduct of the applicable Indemnified Person, any Affiliate respect of such Indemnified Person or any of their respective directors, officers, employees, representatives, agents, Affiliates, trustees or investment advisors, (ii) to the extent incurred by reason of any material breach of the obligations of such Indemnified Person under this Agreement or the other Credit Documents (in the case of each of preceding clauses (i) and (ii), as determined by a court of competent jurisdiction in a final and non-appealable decision) or (iii) that do not involve or arise from an act or omission by any Borrower or the Guarantors or any of their respective affiliates and is brought by an Indemnified Person (other than claims against any Agent in its capacity as such or in its fulfilling such role). To the extent that the undertaking to indemnify, pay or hold harmless any Agent or any Lender or other Indemnified Person set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Credit Parties shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable lawLoan. (b) No Agent or any Indemnified Person shall be responsible or liable to any Credit Party or any other Person for (x) any determination made by it pursuant to this Agreement or any other Credit Document in the absence of gross negligence, bad faith or willful misconduct on the part of such Indemnified Person (in each case, as determined by a court of competent jurisdiction in a final and non-appealable judgment), (y) any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems or (z) any indirect, special, exemplary, incidental, punitive or consequential damages (including, without limitation, any loss of profits, business or anticipated savings) which may be alleged as a result of this Agreement or any other Credit Document or the financing contemplated hereby.

Payment of Expenses, etc. (a) The Credit Parties hereby jointly and severally agree agree, from and after the Closing Date, to: (i) if the Closing Date occurs, pay all reasonable invoiced out-of-pocket costs and expenses of the Agents and Issuing Banks (includinglimited, without limitationin the case of legal expenses, to the reasonable fees and disbursements of one primary counsel to all Agents and Lenders Issuing Banks and, if reasonably necessary, one local counsel in any relevant jurisdiction and, in the case of an actual or perceived conflict of interest where the Indemnified Person (as defined below) affected by such conflict informs the Lead Borrower of such conflict and thereafter retains its own counsel, of another which may include a single firm of counsel for such affected Indemnified Person but excluding, other than as indicated under Section 13.01(a)(iiacting in multiple jurisdictions), Taxes other than Taxes that represent liabilities, obligations, losses, damages, penalties, actions, costs, expenses and disbursements arising from a non-Tax claim) in connection with (x) the preparation, execution execution, enforcement and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein, (y) the administration hereof and thereof and any amendment, waiver or consent relating hereto or thereto (whether or not effective), of the Agents in connection with ) and (z) their syndication efforts with respect to this Agreement Agreement; (ii) pay all reasonable invoiced out-of-pocket fees, costs and expenses of the Agents Agents, each Lender and each Lender Issuing Bank in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy cases or proceedings (which shall be limited limited, in the case of legal expenses, to one primary counsel to all Agents Agents, Lenders and Lenders Issuing Banks to be retained by the Administrative Agent and, if reasonably necessary, one local counsel in any relevant jurisdiction (which may include a single firm of counsel acting in multiple jurisdictions) and, in the case of an actual or perceived conflict of interest where the any Indemnified Person affected by such conflict informs the Lead Borrower of such conflict and thereafter retains its own counselconflict, of another a single additional firm of counsel in each relevant jurisdiction for such all similarly situated affected Indemnified PersonPersons); (iiiii) pay and hold each Agent Agent, each Lender and each Lender Issuing Bank harmless from and against any and all Other Taxes with respect to the foregoing matters and save each Agent Agent, each Issuing Bank and each 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 Agent, such Lender or the Lead Arrangersuch Issuing Bank) to pay such Other Taxes; and (iiiiv) indemnify each Agent and each Lender Lender, each Issuing Bank and their respective AffiliatesAffiliates and branches, and the partners, shareholders, officers, directors, employees, agents, trustees, representatives and investment advisors of each of the foregoing foregoing, in each case, together with their respective successors and assigns of all persons constituting “Indemnified Persons” (each, an “Indemnified Person”) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) (but excluding Taxes other than Taxes that represent liabilities, obligations, losses, damages, penalties, actions, costs, expenses and disbursements arising from a non-Tax claim) incurred 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 any Agent Agent, any Issuing Bank or any Lender is a party thereto 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 proceeds of any Term Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein or in any other Credit Document 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 Environment relating in any way to any Real Property owned, leased or operated, at any time, by the Lead Borrower or any of its Subsidiaries; the generation, storage, transportation, handling, handling Release or threat of Release of Hazardous Materials by the Lead Borrower or any of its Subsidiaries at any location, whether or not owned, leased or operated by the Lead Borrower or any of its Subsidiaries; the non-compliance by the Lead Borrower or any of its Subsidiaries with any Environmental Law (including applicable permits thereunder) applicable to any Real Property); or any Environmental Claim asserted against relating in any way to the Lead Borrower, any of its Subsidiaries or relating in any way to any Real Property at any time owned, leased or operated by the Lead Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Indemnified Person (but excluding in each case (and each Indemnified Person, by accepting the benefits hereof, agrees to promptly refund or return any indemnity received hereunder to the extent it is later determined by a final, non-appealable judgment of a court of competent jurisdiction that such Indemnified Person is not entitled thereto) any losses, liabilities, claims, damages or expenses (i) to the extent incurred by reason of the gross negligence, bad faith or willful misconduct of the applicable Indemnified Person, any Affiliate or branch of such Indemnified Person or any of their respective directors, officers, employees, representatives, agents, AffiliatesAffiliates branches, trustees or investment advisors, (ii) to the extent incurred by reason of any material breach of the obligations of such Indemnified Person under this Agreement or the other Credit Documents (in the case of each of the preceding clauses (i) and (ii), as determined by a court of competent jurisdiction in a final and non-appealable decision) or (iii) that do not involve or arise from an act or omission by any Borrower or the Guarantors Credit Party or any of their respective affiliates and is brought by an Indemnified Person against another Indemnified Person (other than claims against any Agent solely in its capacity as such or in its fulfilling such role)). To the extent that the undertaking to indemnify, pay or hold harmless any Agent Agent, any Issuing Bank or any Lender or other Indemnified Person set forth in the preceding sentence may be unenforceable because it is violative of violates any law or public policy, the Credit Parties shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. (b) No Agent or any Indemnified Person shall be responsible or liable to any Credit Party or any other Person for (x) any determination made by it pursuant to this Agreement or any other Credit Document in the absence of gross negligence, bad faith or willful misconduct on the part of such Indemnified Person (in each case, as determined by a court of competent jurisdiction in a final and non-appealable judgment), ) or (y) any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems systems. (c) No party hereto (and no Indemnified Person or any Subsidiary or Affiliate of Holdings or the Borrower) shall be responsible to any other party hereto (zor any Indemnified Person or any Subsidiary or Affiliate of Holdings or the Borrower) for any indirect, special, exemplary, incidental, punitive or consequential damages (including, without limitation, any loss of profits, business or anticipated savings) which may be alleged as a result of this Agreement or any other Credit Document or the financing contemplated hereby; provided that nothing in this Section 13.01(c) shall limit the Credit Parties’ indemnity obligations to the extent that such indirect, special, punitive or consequential damages are included in any claim by a third party unaffiliated with any Indemnified Person with respect to which the applicable Indemnified Person is entitled to indemnification under Section 13.01(a).

Payment of Expenses, etc. (a) The Credit Parties Borrower hereby jointly and severally agree agrees to: (i) if the Closing Date occurspay within 30 days of a written demand therefor, pay together with backup documentation supporting such reimbursement request, all reasonable and documented or invoiced out-of-out of pocket costs and expenses (a) of the Agents Administrative Agent (including, without limitation, limited in the case of legal fees to the reasonable fees and documented or invoiced fees, disbursements and other charges of one primary outside counsel to all Agents and Lenders and, if reasonably necessary, one firm of local counsel in any relevant each appropriate jurisdiction andof to the Administrative Agent, Lead Arranger and Xxxxxxx, taken as a whole, and in the case of an actual any other advisor or perceived conflict of interest where consultant, solely to the Indemnified Person (as defined below) affected by such conflict informs extent that the Lead Borrower has consented to the retention of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnified Person but excluding, other than as indicated under Section 13.01(a)(ii), Taxes other than Taxes that represent liabilities, obligations, losses, damages, penalties, actions, costs, expenses and disbursements arising from a non-Tax claimperson) in connection with the preparation, execution execution, delivery and delivery administration of this Agreement and the other Credit Loan Documents and the documents and instruments referred to herein and therein, the administration hereof and thereof therein and any amendment, modification, waiver or consent relating hereto or thereto thereto, and (whether or not effective), b) of the Agents Administrative Agent and, after the occurrence and during the continuance of an Event of Default, each of the Lenders in connection with their syndication efforts with respect to this Agreement any (x) waiver of an Event of Default that has occurred and of the Agents and each Lender in connection with the is continuing, (y) enforcement of this Agreement and the other Credit Loan Documents and the documents and instruments referred to herein and therein or in connection with any (z) refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-work out” or pursuant to any insolvency or bankruptcy proceedings (which shall be limited to one primary counsel to all Agents and Lenders to be retained by in the Agent and, if reasonably necessary, one local counsel in any relevant jurisdiction andcase of legal fees, in the case of an each of clauses (x), (y) and (z) above, to the reasonable and documented or invoiced out of pocket costs and expenses of one primary counsel for the Administrative Agent, Lead Arranger, the Lenders and their respective Affiliates (taken as a whole), and one firm of local counsel in each appropriate jurisdiction (and in the event of any actual or perceived conflict of interest where the Indemnified Person affected by such conflict informs the Lead Borrower of such conflict and thereafter retains its own counsel, of another firm of one additional primary counsel for such affected Indemnified Personparties taken as a whole)); and (ii) pay and hold each Agent and each Lender harmless from and against any and all Other Taxes with respect to indemnify the foregoing matters and save each Agent and each 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 Administrative Agent, such Lender or the Lead Arranger) to pay such Other Taxes; and (iii) indemnify each Agent and , each Lender and their respective Affiliates, and the each of their respective officers, directors, employees, partners, advisors, representatives, agents, trusteesaffiliates, representatives controlling persons, trustees and investment advisors of and each of the foregoing their respective successors and assigns (each, an “Indemnified Person”) from and hold each of them harmless from and against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including limited in the case of legal fees to the reasonable attorneys’ and consultants’ documented or invoiced fees and disbursements) expenses of one counsel for all Indemnified Persons and, if reasonably necessary, one firm of local counsel in each appropriate jurisdiction (but excluding Taxes other than Taxes which may include a single special counsel acting in multiple jurisdictions)); provided that represent liabilitiesin the case of an actual or perceived conflict of interest notified to the Borrower by any Indemnified Person, obligations, losses, damages, penalties, actions, costs, such indemnity for fees and expenses shall extend to one additional primary counsel and disbursements arising from one local counsel for such Indemnified Persons taken as a non-Tax claim) whole incurred 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 claim, investigation, litigation or other proceeding (whether or not any Agent the Administrative Agent, Lead Arranger or any Lender is a party thereto and whether or not such claim, investigation, litigation or other proceeding is brought by or on behalf of any Credit Loan Party, the Permitted Holders and their respective Affiliates and creditors and any other third person) related to the entering into and/or performance of this Agreement or Agreement, any other Credit Loan Document or the proceeds of any Term Loans hereunder or the consummation of the Transaction Transactions or any other transactions contemplated herein or in any other Credit Loan Document or the exercise of any of their rights or remedies provided herein or in the other Credit Loan Documents, or (b) the actual or alleged presence of Hazardous Materials of Environmental Concern in the Environment relating in any way to air, surface water or groundwater or on the surface or subsurface of any Real Property owned, leased or operated, at any time, operated by the Lead Borrower Holdings or any of its Subsidiaries; , (c) the Release, generation, storage, transportation, handling, Release handling or threat disposal of Release Materials of Hazardous Materials Environmental Concern by the Lead Borrower Holdings or any of its Subsidiaries at any location, whether or not owned, leased or operated by the Lead Borrower Holdings or any of its Subsidiaries; , (d) the non-non compliance by the Lead Borrower Holdings or any of its Subsidiaries with any Environmental Law (including applicable permits issued thereunder), or (e) applicable to any Real Property; or any Environmental Claim asserted against the Lead Borrower, Holdings or any of its Subsidiaries or relating in any way with respect to any Real Property at any time currently or formerly owned, leased or operated by the Lead Borrower Holdings or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the therewith; provided that no Indemnified Person (but excluding in each case will be indemnified for any lossesloss, liabilitiesclaim, claimsdamage, damages liability, cost or expenses (i) expense to the extent incurred by reason of it has resulted from (w) the gross negligence, bad faith or willful misconduct of the applicable Indemnified Person, any Affiliate of such Indemnified Person or any of their respective its officers, directors, officersmanagers, employees, representatives, agents, Affiliates, trustees employees or investment advisors, controlled Affiliates (ii) to the extent incurred by reason of any material breach of the obligations of such Indemnified Person under this Agreement or the other Credit Documents (in the case of each of preceding clauses (i) and (ii), as determined by a court of competent jurisdiction in a final and non-non appealable decision), (x) any settlement entered into by such Indemnified Person without Xxxxxxxx’s written consent (such consent not to be unreasonably withheld or delayed) (but if settled with the Borrower’s written consent or if there is a final judgment against such Indemnified Person in any such claim, investigation, litigation or other proceeding, such Indemnified Person will be indemnified in accordance with this Section 12.01), (y) a material breach of its obligations under this Agreement or any other Loan Document by any such persons or one of its controlled Affiliates (as determined in a final non appealable judgment of a court of competent jurisdiction) or (iiiz) any dispute between and among Indemnified Persons (other than a dispute involving claims against the Administrative Agent or the Lead Arranger or any other agent or co agent (if any) (and solely in the case of a co-agent, solely in connection with its syndication of the Facility) that do a court of competent jurisdiction has determined in a final and non appealable decision did not involve actions or arise from an act omissions of any Affiliate of Holdings or omission by its Subsidiaries. None of the Borrower, the Guarantors, the Administrative Agent, the Lead Arranger, any Borrower or the Guarantors Lender, or any of their respective affiliates and is brought by an Affiliates or any other Indemnified Person shall be liable for any indirect, special, punitive, exemplary or consequential (other than claims against including lost profits) damages in connection with this Agreement, the Transaction, the Facility, the Closing Date Commitment Letter or the use of proceeds therefrom; provided that nothing contained in this sentence shall limit the indemnity and reimbursement obligations set forth in this Section 12.01 of any Agent in its capacity as such or in its fulfilling such role)Loan Party. To the extent that the undertaking to indemnify, pay or hold harmless any the Administrative Agent or any Lender or other Indemnified Person set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Credit Parties Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. (b) No . For clarity, the term “Administrative Agent” as used in this Section 12.01 shall include the Administrative Agent acting in its capacity as Collateral Agent under the Loan Documents. To the full extent permitted by applicable law, each of the Borrower, the Guarantors, the Administrative Agent, the Lead Arranger, any Lender, or any of their respective Affiliates or any other Indemnified Person shall not assert, and hereby waives, any claim against any Indemnified Person or any other Person party hereto or their respective Affiliates, on any theory of liability for special, indirect, consequential (including lost profits), exemplary, 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 the use of the proceeds thereof; provided that nothing contained in this sentence shall limit the indemnity and reimbursement obligations set forth in this Section 12.01 of any Loan Party. No Indemnified Person shall be responsible liable for any damages arising from the use by unintended recipients of any information or liable to any Credit Party or any other Person for (x) any determination made materials distributed by it pursuant to through telecommunications, electronic or other information transmission systems in connection with this Agreement or any the other Credit Document in Loan Documents or the absence of gross negligencetransactions contemplated hereby or thereby, bad faith or willful misconduct on except to the part extent the liability of such Indemnified Person results from such Indemnified Person’s gross negligence or willful misconduct (in each case, as determined by a court of competent jurisdiction in a final and non-non appealable judgmentdecision). No Loan Party, (y) Permitted Holder nor any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems or (z) any indirect, special, exemplary, incidental, punitive or consequential damages (includingtheir respective Affiliates will, without limitationthe prior consent of the relevant Indemnified Person, settle, compromise, consent to the entry of any loss judgment in or otherwise seek to terminate any proceeding in respect of profits, business or anticipated savings) which indemnification may be alleged south pursuant to this Section 12.01 (irrespective of whether such Indemnified Person is party thereto) unless such settlement, compromise, consent or termination (a) includes an unconditional release of each relevant Indemnified Person from all liability arising out of or directly and indirectly relating thereto and (b) does not include a statement as a result of this Agreement to the admission, fault or any other Credit Document culpability or the financing contemplated herebyfailure to act by such Indemnified Person.