Common use of Payment of Expenses, etc Clause in Contracts

Payment of Expenses, etc. The Borrower hereby agrees to: (i) pay all reasonable and documented or invoiced out‑of‑pocket costs and expenses (a) of the Administrative Agent, the 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 outside counsel 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 material jurisdiction) in connection with the preparation, execution, delivery and administration of this Agreement and the other Loan Documents and the documents and instruments referred to herein and therein and any amendment, modification, waiver or consent relating hereto or thereto, (b) of the Administrative Agent, the Revolving Agent, the Lead Arrangers and their respective Affiliates in connection with its or their syndication of the 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 of the Lenders in connection with any (x) waiver of an Event of Default that has occurred and is continuing, (y) enforcement of this Agreement and the other Loan Documents and the documents and instruments referred to herein and therein or (z) 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 (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 counsel and one local counsel in any relevant material jurisdiction (in each case, as selected by the 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, in the event of any actual or perceived conflict of interest one additional counsel for such affected Lenders (taken as a whole); (ii) [reserved]; (iii) pay and hold the Administrative Agent, the Revolving Agent, the Lead Arrangers and each of the Lenders harmless from and against any and all Other Taxes with respect to the foregoing matters and hold the Administrative Agent, the Revolving Agent and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Administrative Agent, the Revolving Agent or such Lender) to pay such taxes; and (iv) indemnify the Administrative Agent, the Revolving Agent, the Lead Arrangers, each Lender and each of their respective Affiliates, and their respective officers, directors, employees, advisors, and agents (each, an “Indemnified Person”) and hold each of them harmless from and against any and all liabilities, losses, damages, claims, and documented expenses (limited in the case of legal fees and expenses to the reasonable and documented or invoiced fees, disbursements and other charges of one counsel for the Indemnified Persons (taken as a whole) (and, in the case of an actual or perceived conflict of interest, one additional counsel to the affected Indemnified Persons, taken as a whole) and, if reasonably necessary, one local counsel in each relevant material jurisdiction (which may include a single 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 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 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, any other Loan Document or the use of proceeds of any Loans hereunder or the consummation of the Transactions or any other transactions contemplated herein or in any other Loan Document or the exercise of any of their rights or remedies provided herein or in the other Loan Documents, (b) the actual or alleged presence of Materials of Environmental Concern in the air, surface water or groundwater or on the surface or subsurface of any Real Property (i) currently owned, leased or operated by Holdings, the Borrower or any of 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, handling or disposal of Materials of Environmental Concern by Holdings, the Borrower or any of their Subsidiaries at any location, whether or not owned, leased or operated by Holdings, the Borrower or any of their Subsidiaries, (d) the non‑compliance by Holdings, the Borrower or any of their Subsidiaries with any Environmental Law (including applicable permits issued thereunder), or (e) any related claim asserted against Holdings, the Borrower or any of their Subsidiaries or any Real Property currently owned, leased or operated by Holdings, the Borrower or any of 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; provided that no Indemnified Person will be indemnified for any loss, claim, damage, liability, cost or expense to the extent it has resulted from (w) the gross negligence, bad faith or willful misconduct of such Indemnified Person or any of its Affiliates, officers, directors, employees, advisors, or agents (as determined by a court of competent jurisdiction in a final and 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 (z) 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 a court of competent jurisdiction has determined in a final and non‑appealable decision did not involve actions or omissions of any Affiliate of Holdings or any of its Subsidiaries. None of the Borrower, the Guarantors, the Administrative Agent, the Revolving Agent, the Lead Arrangers, any Lender, any Issuing Bank or any of their respective Affiliates or any other Indemnified Person shall be liable for any indirect, special, punitive, exemplary or consequential (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 Loan Party. To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, the Revolving Agent, any Issuing Bank or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. 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 liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby, except to the extent the liability of such Indemnified Person results from such Indemnified Person’s gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non‑appealable decision). 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 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 to the admission, fault or culpability or failure to act by such Indemnified Person.

Payment of Expenses, etc. (a) The Borrower Credit Parties hereby agrees jointly and severally agree, from and after the Closing Date, to: (i) pay all reasonable and documented or invoiced out‑of‑pocket out-of-pocket costs and expenses (a) of the Administrative AgentAgents (limited, the Revolving Agent and the Lead Arrangers (limited in the case of legal fees and expenses expenses, to the reasonable fees and documented or invoiced fees, disbursements and other charges of one outside primary counsel to all Agents 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 material jurisdictionjurisdiction (which may include a single firm of counsel acting in multiple jurisdictions)) in connection with (x) the preparation, execution, execution and delivery and administration of this Agreement and the other Loan Credit Documents and the documents and instruments referred to herein and therein therein, (y) the administration hereof and thereof and any amendment, modification, waiver or consent relating hereto or thereto, thereto (bwhether or not effective) and (z) their syndication efforts with respect to this Agreement; (ii) pay all reasonable invoiced out-of-pocket costs and expenses of the Administrative Agent, the Revolving Agent, the Lead Arrangers Agents and their respective Affiliates each Lender in connection with its or their syndication of the 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 of the Lenders in connection with any (x) waiver of an Event of Default that has occurred and is continuing, (y) enforcement of this Agreement and the other Loan Credit Documents and the documents and instruments referred to herein and therein or (z) in connection with any 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 (limited limited, in the case of legal fees, in the case of each of clause (x), (y) and (z) aboveexpenses, to one primary counsel to all Agents and Lenders to be retained by the reasonable and documented or invoiced out‑of‑pocket costs and expenses of one counsel and Administrative Agent and, if reasonably necessary, one local counsel in any relevant material jurisdiction (which may include a single firm of counsel acting in each case, as selected by the Administrative Agentmultiple jurisdictions) 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, in the event of any actual or perceived conflict of interest one additional counsel for such affected Lenders (taken as a whole); (ii) [reserved]; (iii) pay and hold the Administrative Agent, the Revolving Agent, the Lead Arrangers and each of the Lenders harmless from and against any and all Other Taxes with respect to the foregoing matters and hold the Administrative Agent, the Revolving Agent and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Administrative Agent, the Revolving Agent or such Lender) to pay such taxes; and (iv) indemnify the Administrative Agent, the Revolving Agent, the Lead Arrangers, each Lender and each of their respective Affiliates, and their respective officers, directors, employees, advisors, and agents (each, an “Indemnified Person”) and hold each of them harmless from and against any and all liabilities, losses, damages, claims, and documented expenses (limited in the case of legal fees and expenses to the reasonable and documented or invoiced fees, disbursements and other charges of one counsel for the Indemnified Persons (taken as a whole) (and, in the case of an actual or perceived conflict of interestinterest where any Indemnified Person affected by such conflict informs the Borrower of such conflict, one of a single additional firm of counsel to the for all similarly situated affected Indemnified Persons); and (iii) indemnify each Agent and each Lender and their respective Affiliates, taken as a wholeand the officers, directors, employees, agents, trustees, representatives and investment advisors of each of the foregoing (each, an “Indemnified Person”) andfrom and hold each of them harmless against any and all liabilities, if reasonably necessaryobligations (including removal or remedial actions), one local counsel losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements), but (in each relevant material jurisdiction (which may include case) excluding Taxes other than Taxes that represent liabilities, obligations, losses, damages, penalties, actions, costs, expenses and disbursements arising from a single special counsel acting in multiple jurisdictions) 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 claim, investigation, litigation or other proceeding (whether or not the Administrative Agent, the Revolving Agent, any Lead Arranger Agent 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 Loan Credit 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, Agreement or any other Loan Credit Document or the use of proceeds of any Term Loans hereunder or the consummation of the Transactions Transaction or any other transactions contemplated herein or in any other Loan Credit Document or the exercise of any of their rights or remedies provided herein or in the other Loan Credit Documents, or (b) the actual or alleged presence of Hazardous Materials of Environmental Concern in the air, surface water or groundwater or on the surface or subsurface of Environment relating in any way to any Real Property (i) currently owned, leased or operated operated, at any time, by Holdings, the Borrower or any of 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 its Subsidiaries, (c) ; the generation, storage, transportation, handling handling, Release or disposal threat of Release of Hazardous Materials of Environmental Concern by Holdings, the Borrower or any of their its Subsidiaries at any location, whether or not owned, leased or operated by Holdings, the Borrower or any of their its Subsidiaries, (d) ; the non‑compliance non-compliance by Holdings, the Borrower or any of their its Subsidiaries with any Environmental Law (including applicable permits issued thereunder), ) applicable to any Real Property; or (e) any related claim Environmental Claim asserted against Holdingsthe Borrower, the Borrower or any of their its Subsidiaries or relating in any way to any Real Property currently at any time owned, leased or operated by Holdings, the Borrower or any of their 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; provided that no , 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 will be indemnified for (but excluding in each case (and each Indemnified Person, by accepting the benefits hereof, agrees to promptly refund or return any loss, claim, damage, liability, cost or expense indemnity received hereunder to the extent it has resulted from 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 (wi) 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 its Affiliatestheir respective directors, officers, directors, 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 agents 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 (z) 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 Facilityiii) that a court of competent jurisdiction has determined in a final and non‑appealable decision did do not involve actions or omissions of any Affiliate of Holdings arise from an act or any of its Subsidiaries. None of omission by the Borrower, the Guarantors, the Administrative Agent, the Revolving Agent, the Lead Arrangers, any Lender, any Issuing Bank Borrower or Guarantors or any of their respective Affiliates or any other affiliates and is brought by an Indemnified Person shall be liable for (other than claims against any indirect, special, punitive, exemplary Agent solely in its capacity as such or consequential (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 Loan Partyits fulfilling such role)). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, the Revolving Agent, any Issuing Bank 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, Borrower 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. 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 liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby, except to the extent the liability of such Indemnified Person results from such Indemnified Person’s gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non‑appealable decision). 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 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 to the admission, fault or culpability or failure to act by such Indemnified Person.

Payment of Expenses, etc. The Borrower U.S. Credit Parties hereby agrees jointly and severally agree to: (i) pay all reasonable and documented or invoiced out‑of‑pocket out-of-pocket costs and expenses (a) of the Administrative AgentAgent and Co-Collateral Agents and their respective Affiliates (including, without limitation, the Revolving reasonable fees and disbursements of Xxxxxx Xxxxxx Xxxxxx & Xxxxx LLP on behalf of the Administrative Agent and the Lead Arrangers (limited in the case of legal fees Co-Collateral Agents and expenses to the one reasonable and documented or invoiced feesnecessary special counsel for the Administrative Agent and the Co-Collateral Agents, disbursements and other charges of one outside counsel and, if reasonably necessary, up to one local counsel to the Administrative Agent, the Revolving Agent, the Lead Arrangers and Lenders (which term includes in each Issuing Bank for purposes of this Article XII), taken as a whole, in any relevant material applicable jurisdiction) in connection with the preparation, execution, delivery and administration of this Agreement and the other Loan Credit Documents and the documents and instruments referred to herein and therein and any amendment, modification, waiver or consent relating hereto or thereto, (b) and of the Administrative Agent, Agent and the Revolving Agent, the Lead Arrangers Co-Collateral Agents and their respective Affiliates in connection with its or their syndication of the Term Facility efforts with respect to this Agreement; (ii) pay all reasonable documented out-of-pocket costs and (c) expenses of the Administrative Agent and the Revolving Agent Co-Collateral Agents and, after the occurrence and during the continuance of an Event of Default, each of the Issuing Lenders and Lenders in connection with any (x) waiver of an Event of Default that has occurred and is continuing, (y) the enforcement of this Agreement and the other Loan Documents Credit Documents, appraisals and field examinations conducted hereunder, and the documents and instruments referred to herein and therein or (z) in connection with any 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 (limited in the case of legal feesincluding, in the each case of each of clause (x)without limitation, (y) and (z) above, to the reasonable fees and documented or invoiced out‑of‑pocket costs and expenses disbursements of one counsel and consultants for the Administrative Agent and Co-Collateral Agents and, after the occurrence of an Event of Default, no more than one outside law firm (in addition to any reasonably necessary special counsel and up to one local counsel in any relevant material jurisdiction (in each case, as selected applicable local jurisdiction) retained by the Administrative Agent) for the Administrative Agent, the Revolving Agent, the Lead Arrangers and the Issuing Lenders and their respective Affiliates (taken as a whole) (and, if reasonably necessaryLenders unless, in the event reasonable opinion of those Lenders seeking enforcement of any of the Credit Documents, representation of all Lenders would be inappropriate due to the existence of an actual or perceived potential conflict of interest one interest, in which case, the Borrowers shall reimburse the legal fees and expenses of no more than such number of additional outside counsel for the Lenders as is necessary to avoid such affected Lenders (taken as a whole); (ii) [reserved]actual or potential conflict of intent; (iii) pay and hold the Administrative Agent, each of the Revolving AgentCo-Collateral Agents, each of the Lead Arrangers Issuing Lenders and each of the Lenders harmless from and against any and all Other Taxes present and future stamp, documentary transfer, sales and use, value added, excise and other similar taxes with respect to the foregoing matters matters, the performance of any obligation under this Agreement or any other Credit Document or any payment thereunder, and hold save the Administrative Agent, each of the Revolving Agent Co-Collateral Agents, each of the Issuing Lenders and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Administrative Agent, the Revolving Agent such Co-Collateral Agent, such Issuing Lender or such Lender) to pay such taxes; and (iv) indemnify the Administrative each Agent, the Revolving Agent, the Lead Arrangers, each Issuing Lender and each of their respective AffiliatesLender, and each of their respective officers, directors, employees, advisorsrepresentatives, agents, Affiliates, trustees and agents investment advisors (each, an “Indemnified PersonIndemnitee”, and collectively, the “Indemnitees”) from and hold each of them harmless from and against any and all liabilities, obligations (including Remedial Actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and documented expenses disbursements (limited in the case of legal including reasonable attorneys’ and consultants’ fees and expenses to the reasonable and documented or invoiced fees, disbursements and other charges of one counsel for the Indemnified Persons (taken as a whole) (and, in the case of an actual or perceived conflict of interest, one additional counsel to the affected Indemnified Persons, taken as a whole) and, if reasonably necessary, one local counsel in each relevant material jurisdiction (which may include a single special counsel acting in multiple jurisdictionsdisbursements) 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 Lead Arranger or any Lender Indemnitee is a party thereto and whether or not such claim, investigation, litigation or other proceeding is brought by or on behalf of any Loan Credit 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, Agreement or any other Loan Credit Document or the use of any Letter of Credit or the proceeds of any Loans hereunder or the consummation of the Transactions Transaction or any other transactions contemplated herein or in any other Loan Credit Document or the exercise of any of their rights or remedies provided herein or in the other Loan DocumentsCredit Documents (but excluding any losses, liabilities, claims, damages or expenses relating to (v) the matters referred to in Sections 2.10, 2.11, 3.06, 5.04 and 5.05 (which shall be the sole remedy in respect of the matters set forth therein), (w) incurred by reason of the gross negligence, bad faith or willful misconduct of the applicable Indemnitee (as determined by a court of competent jurisdiction in a final and non-appealable decision), (x) brought solely by an Affiliate of such Indemnitee, (y) resulting from a breach of the Credit Documents by such Indemnitee or (z) relating solely to disputes among Indemnitees and not involving the Sponsors, the Borrower or any of their Affiliates, or (b) the actual or alleged presence of Hazardous Materials of Environmental Concern in the air, surface water or groundwater or on the surface or subsurface of any Real Property (i) currently at any time owned, leased or operated by Holdings, the Borrower Aleris or any of 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 its Subsidiaries, (c) the generation, storage, transportation, handling or disposal of Hazardous Materials of Environmental Concern by Holdings, the Borrower Aleris or any of their its Subsidiaries at any location, whether or not owned, leased or operated by Holdings, the Borrower Aleris or any of their its Subsidiaries, (d) the non‑compliance non-compliance by Holdings, the Borrower Aleris or any of their its Subsidiaries with any Environmental Law (including applicable permits issued thereunder)) applicable to any Real Property, or (e) any related claim Environmental Claim asserted against HoldingsAleris, the Borrower or any of their its Subsidiaries or any Real Property currently at any time owned, leased or operated by Holdings, the Borrower Aleris or any of their its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of one counsel for the Administrative Agent and the Co-Collateral Agents and no more than one outside law firm retained by the Issuing Lenders and the Lenders and other consultants incurred in connection with any such investigation, litigation or other proceeding; provided that no Indemnified Person will be indemnified for proceeding (but excluding any losslosses, claimliabilities, damageclaims, liability, cost damages or expense expenses to the extent it has resulted from (w) incurred by reason of the gross negligence, bad faith or willful misconduct of such Indemnified Person or any of its Affiliates, officers, directors, employees, advisors, or agents the applicable Indemnitee (as determined by a court of competent jurisdiction in a final and non‑appealable non-appealable decision), (x) any settlement entered into brought solely by an Affiliate of 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)Indemnitee, (y) resulting from a material breach of its obligations under this Agreement or any other Loan Document the Credit Documents by such Indemnified Person or one of its Affiliates and their respective officersIndemnitee, directors, employees, advisors and agents (as determined in a final non‑appealable judgment of a court of competent jurisdiction) or (z) any dispute between relating solely to disputes among Indemnitees and among Indemnified Persons (other than a dispute not involving claims against the Administrative AgentSponsors, 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 a court of competent jurisdiction has determined in a final and non‑appealable decision did not involve actions or omissions of any Affiliate of Holdings or any of its Subsidiaries. None of the Borrower, the Guarantors, the Administrative Agent, the Revolving Agent, the Lead Arrangers, any Lender, any Issuing Bank Borrowers or any of their respective Affiliates or any other Indemnified Person shall be liable for any indirect, special, punitive, exemplary or consequential (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 Loan PartyAffiliates. To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, the Revolving any Co-Collateral Agent, any Issuing Bank Lender or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower the Borrowers shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. 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 No party 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, Agreement shall be responsible or liable to any Lender, other party to this Agreement (or any of their respective Affiliates such party’s Affiliates, officers, directors, employees, representatives, Agents or any other Indemnified Person shall not assert, investment advisors) for (and each such party 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), exemplaryspecial, punitive or incidental consequential damages (as opposed to direct including, without limitation, any loss of profits, business or actual damagesanticipated savings) arising out of, in connection with, or which may be alleged 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 liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Credit Documents or the transactions contemplated hereby or and thereby, except to the extent the liability of such Indemnified Person results from such Indemnified Person’s gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non‑appealable decision). 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 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 to the admission, fault or culpability or failure to act by such Indemnified Person.

Payment of Expenses, etc. The Borrower hereby agrees to: (i) pay all reasonable and documented or invoiced out‑of‑pocket out-of-pocket costs and expenses (a) of the Administrative Agent, the 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 outside counsel and, if reasonably necessary, and of one local counsel (in each case, as selected by the Administrative Agent) to the Administrative Agent, the Revolving Agent, the Lead Arrangers Agent and Lenders (which term includes each Issuing Bank for purposes of this Article XII)Lenders, taken as a whole, in any relevant material jurisdiction) in connection with the preparation, execution, delivery and administration of this Agreement and the other Loan Documents and the documents and instruments referred to herein and therein and any amendment, modification, waiver or consent relating hereto or thereto, thereto and (b) of the Administrative Agent, the Revolving Agent, the Lead Arrangers and their respective Affiliates in connection with its or their syndication of the 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 of the Lenders in connection with any (x) waiver of an Event of Default that has occurred and is continuing, (y) enforcement of this Agreement and the other Loan Documents and the documents and instruments referred to herein and therein or (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 (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 out-of-pocket costs and expenses of one counsel and one local counsel in any relevant material jurisdiction (in each case, as selected by the Administrative Agent) for the Administrative Agent, the Revolving Agent, the Lead Arrangers Agent and the Lenders and their respective Affiliates (taken as a whole) (and, if reasonably necessary, in the event of any actual or perceived conflict of interest one additional counsel for such affected Lenders (taken as a whole); (ii) [reserved]; (iii) pay and hold the Administrative Agent, the Revolving Agent, the Lead Arrangers and each of the Lenders harmless from and against any and all Other Taxes with respect to the foregoing matters and hold the Administrative Agent, the Revolving Agent and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Administrative Agent, the Revolving Agent or such Lender) to pay such taxes; and (ivii) indemnify the Administrative Agent, the Revolving Agent, the Lead Arrangers, each Lender and each of their respective Affiliates, and their respective officers, directors, employees, advisors, and agents (each, an “Indemnified Person”) and hold each of them harmless from and against any and all liabilities, losses, damages, claims, and reasonable and documented out-of-pocket expenses (limited in the case of legal fees and expenses to the reasonable and documented or invoiced fees, disbursements and other charges of one counsel for the Indemnified Persons (taken as a whole) (and, in the case of an actual or perceived conflict of interest, one additional counsel to the affected Indemnified Persons, taken as a whole) and, if reasonably necessary, one local real estate counsel in each relevant material jurisdiction (which may include a single 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 Lead Arranger Agent 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 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, any other Loan Document or the use of proceeds of any Loans hereunder or the consummation of the Transactions or any other transactions contemplated herein or in any other Loan Document or the exercise of any of their rights or remedies provided herein or in the other Loan Documents, (b) the actual or alleged presence of Materials of Environmental Concern in the air, surface water or groundwater or on the surface or subsurface of any Real Property (i) currently at any time owned, leased or operated by Holdings, the Borrower or any of 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 its Restricted Subsidiaries, (c) the generation, storage, transportation, handling or disposal of Materials of Environmental Concern by Holdings, the Borrower or any of their its Restricted Subsidiaries at any location, whether or not owned, leased or operated by Holdings, the Borrower or any of their its Restricted Subsidiaries, (d) the non‑compliance non-compliance by Holdings, the Borrower or any of their its Restricted Subsidiaries with any Environmental Law (including applicable permits issued thereunder), or (e) any related claim asserted against Holdings, the Borrower or any of their its Restricted Subsidiaries or any Real Property currently owned, leased or operated by Holdings, the Borrower or any of their its Restricted Subsidiaries, including, in each case, without limitation, the reasonable and documented out-of-pocket fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding; provided that no Indemnified Person will be indemnified for any loss, claim, damage, liability, cost or expense to the extent it has resulted from (wx) the bad faith, gross negligence, bad faith negligence or willful misconduct of such Indemnified Person or any of its Affiliates, officers, directors, employees, advisors, or agents (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 (zy) 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 a court of competent jurisdiction has determined in a final and non‑appealable non-appealable decision did not involve actions or omissions of any Affiliate of Holdings Borrower or any of its Restricted Subsidiaries. None of the Borrower, the GuarantorsRestricted Subsidiaries, the Administrative Agent, the Revolving Agent, the Lead Arrangers, any Lender, any Issuing Bank or any of their respective Affiliates or any other Indemnified Person shall be liable for any indirect, special, punitive, exemplary or consequential (including lost profits) damages in connection with this Agreement, the TransactionsTransaction, 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 Loan Party. To the extent that the undertaking to indemnify, pay or hold harmless the any Administrative Agent, the Revolving Agent, any Issuing Bank Agent or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. 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 AgreementDocuments. To the full extent permitted by applicable law, each of the Borrower, the GuarantorsRestricted Subsidiaries, the any 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 AffiliatesPerson, 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 liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby, except to the extent the liability of such Indemnified Person results from such Indemnified Person’s bad faith, gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non‑appealable non-appealable decision). 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 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 to the admission, fault or culpability or failure to act by such Indemnified Person.

Payment of Expenses, etc. The Borrower hereby agrees to: (i) (A) whether or not the transactions herein contemplated are consummated, pay all reasonable and documented or invoiced out‑of‑pocket out-of-pocket costs and expenses of Lender (a) of including the Administrative Agent, the Revolving Agent and the Lead Arrangers (limited in the case of legal reasonable fees and expenses to the reasonable and documented or invoiced fees, disbursements and other charges of one outside counsel 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 material jurisdictionXxxxx Xxxxxx P.C.) in connection with the preparation, execution, delivery and administration of this Agreement and the other Loan Credit Documents and the documents and instruments referred to herein and therein and any amendment, modification, waiver or consent relating hereto or thereto, (b) of the Administrative Agent, the Revolving Agent, the Lead Arrangers and their respective Affiliates in connection with its or their syndication of the Term Facility and (cB) of the Administrative Agent and the Revolving Agent and, after the occurrence and during the continuance continuation of an Event of Default, each pay all reasonable out-of-pocket costs and expenses of the Lenders Lender in connection with any (x) waiver of an Event of Default that has occurred and is continuing, (y) the enforcement of this Agreement and the other Loan Credit Documents and the documents and instruments referred to herein and therein or (z) in connection with any 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 (limited in the case of legal fees, in the case of each of clause (x), (y) proceedings; and (z) above, to the reasonable and documented or invoiced out‑of‑pocket costs and expenses of one counsel and one local counsel in any relevant material jurisdiction (in each case, as selected by the 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, in the event of any actual or perceived conflict of interest one additional counsel for such affected Lenders (taken as a whole); (ii) [reserved]; (iii) pay and hold the Administrative Agent, the Revolving Agent, the Lead Arrangers and each of the Lenders harmless from and against any and all Other Taxes with respect to the foregoing matters and hold the Administrative Agent, the Revolving Agent and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Administrative Agent, the Revolving Agent or such Lender) to pay such taxes; and (iv) indemnify the Administrative Agent, the Revolving Agent, the Lead Arrangers, each Lender and each of their respective Affiliates, and their its respective officers, directors, employees, advisorsrepresentatives, agents, affiliates, trustees and agents investment advisors (eacheach such Person, 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 documented expenses disbursements (limited in the case of legal including reasonable attorneys’ and consultants’ fees and expenses to the reasonable and documented or invoiced fees, disbursements and other charges of one counsel for the Indemnified Persons (taken as a wholedisbursements) (andcollectively, in the case of an actual or perceived conflict of interest, one additional counsel to the affected Indemnified Persons, taken as a whole) and, if reasonably necessary, one local counsel in each relevant material jurisdiction (which may include a single special counsel acting in multiple jurisdictions“Damages”) 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, of (a) any claim, investigation, litigation or other proceeding (whether or not the Administrative Agent, the Revolving Agent, any 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 Loan Party, the Permitted Holders and their respective Affiliates and creditors and any other third personBorrower) related to the entering into and/or performance of this Agreement, Agreement or any other Loan Credit Document or (b) the use of any proceeds of any Loans hereunder or the consummation of the Transactions Transaction or any other transactions contemplated herein or in any other Loan Credit Document or the exercise of any of their rights or remedies provided herein or in the other Loan Credit Documents; provided, (b) the actual or alleged presence of Materials of Environmental Concern in the airthat such indemnity shall not, surface water or groundwater or on the surface or subsurface of as to any Real Property (i) currently ownedIndemnified Person, leased or operated by Holdings, the Borrower or any of 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, handling or disposal of Materials of Environmental Concern by Holdings, the Borrower or any of their Subsidiaries at any location, whether or not owned, leased or operated by Holdings, the Borrower or any of their Subsidiaries, (d) the non‑compliance by Holdings, the Borrower or any of their Subsidiaries with any Environmental Law (including applicable permits issued thereunder), or (e) any related claim asserted against Holdings, the Borrower or any of their Subsidiaries or any Real Property currently owned, leased or operated by Holdings, the Borrower or any of 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; provided that no Indemnified Person will be indemnified for any loss, claim, damage, liability, cost or expense available to the extent it has that such Damages (x) are determined by a non-appealable order from a court of competent jurisdiction to have resulted from (w) the gross negligence, bad faith negligence or willful misconduct of such Indemnified Person or any of its Affiliates, officers, directors, employees, advisors, or agents (as determined by a court of competent jurisdiction in a final and 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) have resulted from a claim brought by any Credit Party against an Indemnified Person for material breach of its such Indemnified Person’s 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 (z) 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 a court of competent jurisdiction has determined in a final and non‑appealable decision did not involve actions or omissions of any Affiliate of Holdings or any of its Subsidiaries. None of the Borrower, the Guarantors, the Administrative Agent, the Revolving Agent, the Lead Arrangers, any Lender, any Issuing Bank or any of their respective Affiliates or any other Indemnified Person shall be liable for any indirect, special, punitive, exemplary or consequential (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 Loan PartyCredit Document. To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, the Revolving Agent, any Issuing Bank or any Lender Indemnified Person set forth in the preceding sentence may be unenforceable because it is violative of violates or would violate any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. 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 fullest 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 no Indemnified Person shall not assert, and hereby waives, have any claim against liability for any Indemnified Person or any other Person party hereto or their respective Affiliates, on any theory of liability, for special, indirectpunitive, indirect or consequential (including lost profits), exemplary, punitive or incidental damages (as opposed relating 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 liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Credit Documents or the transactions contemplated hereby or thereby, except to the extent the liability of such Indemnified Person results from such Indemnified Person’s gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non‑appealable decision). 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 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 its activities in connection herewith or directly and indirectly relating thereto and therewith (b) does whether before or after the Effective Date). This Section 12.01 shall not include a statement as apply with respect to the admissiontaxes other any taxes that represent losses, fault or culpability or failure to act by such Indemnified Personclaims, damages, etc. arising from any non-tax claim.

Payment of Expenses, etc. (a) The Borrower Credit Parties hereby agrees jointly and severally agree 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 Administrative AgentAgents (including, without limitation, the Revolving Agent and the Lead Arrangers (limited in the case of legal reasonable fees and expenses to the reasonable and documented or invoiced fees, disbursements and other charges of one outside counsel Xxxxxx Xxxxxx & Xxxxxxx LLP 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 material jurisdiction) in connection with the preparation, execution, execution and delivery and administration of this Agreement and the other Loan Credit Documents and the documents and instruments referred to herein and therein therein, the administration hereof and thereof and any amendment, modification, waiver or consent relating hereto or theretothereto (whether or not effective), (b) and of the Administrative AgentAgents, the Revolving Agent, the Lead Arrangers each Lender and their respective Affiliates each Issuing Lender in connection with its or their syndication of the 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 of the Lenders in connection with any (x) waiver of an Event of Default that has occurred and is continuing, (y) enforcement of this Agreement and the other Loan Credit Documents and the documents and instruments referred to herein and therein or (z) in connection with any 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 (limited in the case of legal fees, in the case of each of clause (x), (y) proceedings; and (z) above, to the reasonable and documented or invoiced out‑of‑pocket costs and expenses of one counsel and one local counsel in any relevant material jurisdiction (in each case, as selected by the 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, in the event of any actual or perceived conflict of interest one additional counsel for such affected Lenders (taken as a whole); (ii) [reserved]; (iii) pay and hold the Administrative indemnify each Agent, the Revolving Agent, the Lead Arrangers and each of the Lenders harmless from and against any and all Other Taxes with respect to the foregoing matters and hold the Administrative Agent, the Revolving Agent and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Administrative Agent, the Revolving Agent or such Lender) to pay such taxes; and (iv) indemnify the Administrative Agent, the Revolving Agent, the Lead Arrangers, each Issuing Lender and each of their respective Affiliates, and their respective the officers, directors, employees, advisorsagents, and agents investment advisors of each of the foregoing (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 documented expenses disbursements (limited in the case of legal including reasonable attorneys’ and consultants’ fees and expenses to the reasonable and documented or invoiced fees, disbursements and other charges of one counsel for the Indemnified Persons (taken as a wholedisbursements) (andbut excluding Taxes other than Taxes that represent liabilities, in the case of an actual or perceived conflict of interestobligations, one additional counsel to the affected Indemnified Personslosses, taken as damages, penalties, actions, costs, expenses and disbursements arising from a whole) and, if reasonably necessary, one local counsel in each relevant material jurisdiction (which may include a single special counsel acting in multiple jurisdictionsnon-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 claim, investigation, litigation or other proceeding (whether or not the Administrative Agent, the Revolving any Agent, any Lead Arranger Lender or any Issuing Lender is a party thereto and whether or not such claim, investigation, litigation or other proceeding is brought by or on behalf of any Loan Credit 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, Agreement or any other Loan Credit Document or the use of proceeds of any Term Loans hereunder or the consummation of the Transactions Transaction or any other transactions contemplated herein or in any other Loan Credit Document or the exercise of any of their rights or remedies provided herein or in the other Loan Credit Documents, or (b) the actual or alleged presence of Hazardous Materials of Environmental Concern in the air, surface water or groundwater or on the surface or subsurface of Environment relating in any way to any Real Property (i) currently owned, leased or operated operated, at any time, by Holdings, the Borrower or any of 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 its Subsidiaries, (c) ; the generation, storage, transportation, handling handling, Release or disposal threat of Release of Hazardous Materials of Environmental Concern by Holdings, the Borrower or any of their its Subsidiaries at any location, whether or not owned, leased or operated by Holdings, the Borrower or any of their its Subsidiaries, (d) ; the non‑compliance non-compliance by Holdings, the Borrower or any of their its Subsidiaries with any Environmental Law (including applicable permits issued thereunder), ) applicable to any Real Property; or (e) any related claim Environmental Claim asserted against Holdingsthe Borrower, the Borrower or any of their its Subsidiaries or relating in any way to any Real Property currently at any time owned, leased or operated by Holdings, the Borrower or any of their 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; provided that no Indemnified Person will be indemnified for proceeding (but excluding in each case any losslosses, claimliabilities, damageclaims, liability, cost damages or expense expenses (i) to the extent it has resulted from (w) incurred by reason of the gross negligence, bad faith or willful misconduct of the applicable Indemnified Person or the directors, officers and employees of such Person, (ii) to the extent incurred by reason of any material breach of the obligations of such Indemnified Person under this Agreement or any the other Credit Documents (in the case of its Affiliateseach of preceding clauses (i) and (ii), officers, directors, employees, advisors, or agents (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 (z) 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 Facilityiii) that a court of competent jurisdiction has determined in a final and non‑appealable decision did do not involve actions or omissions of any Affiliate of Holdings arise from an act or any of its Subsidiaries. None of omission by the Borrower, the Guarantors, the Administrative Agent, the Revolving Agent, the Lead Arrangers, any Lender, any Issuing Bank Borrower or Guarantors or any of their respective Affiliates or any other affiliates and is brought by an Indemnified Person shall be liable for (other than claims against any indirect, special, punitive, exemplary Agent in its capacity as such or consequential (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 Loan Partyits fulfilling such role)). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, the Revolving any Agent, any Lender, any Issuing Bank Lender or any Lender other Indemnified Person set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower 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. 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 liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby, except to the extent the liability of such Indemnified Person results from such Indemnified Person’s gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non‑appealable decision). 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 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 to the admission, fault or culpability or failure to act by such Indemnified Person.

Payment of Expenses, etc. (a) The Borrower Credit Parties hereby agrees jointly and severally agree to: (i) pay all reasonable and documented or invoiced out‑of‑pocket out-of-pocket costs and expenses (aA) of the Administrative Agent, the Revolving Agent Agents and the Joint Lead Arrangers and Issuing Banks (limited without duplication) limited, in the case of legal fees and expenses fees, to the reasonable fees and documented or invoiced fees, disbursements and other charges of one outside primary counsel in each of the U.S., Canada, the U.K. and the Netherlands 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 material jurisdictionjurisdiction and an additional counsel in the case of conflicts) in connection with the preparation, execution, execution and delivery and administration of this Agreement and the other Loan Credit Documents and the documents and instruments referred to herein and therein therein, the administration hereof and thereof and any amendment, modification, waiver or consent relating hereto or theretothereto (whether or not effective), (bB) of the Administrative Agent, Agents and the Revolving Agent, the Joint Lead Arrangers and their respective Affiliates (without duplication) in connection with its or their syndication of the Term Facility and efforts with respect to this Agreement, (cC) of the Administrative Agent and the Revolving Agent and, after the occurrence and during the continuance of an Event of Default, each of the Lenders Agents in connection with any (x) waiver of an Event of Default that has occurred and is continuing, (y) the enforcement of this Agreement and the other Loan Credit Documents and the documents and instruments referred to herein and therein or (z) in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work‑out” "work-out" or pursuant to any insolvency or bankruptcy proceedings (limited in the case of legal fees, in the case of each of clause (x), (y) and (zD) aboveof the Agents in connection with Collateral monitoring, to the reasonable Collateral reviews and documented or invoiced out‑of‑pocket costs Appraisals and expenses of one counsel and one local counsel in any relevant material jurisdiction Field Examinations (in each caselimited, as selected by the Administrative Agentset forth in Section 8.12); and (ii) for the Administrative indemnify each Agent, the Revolving Agenteach Joint Lead Arranger, the Lead Arrangers and the Lenders each Lender, each Issuing Bank and their respective Affiliates (taken as a whole) (and, if reasonably necessary, in the event of any actual or perceived conflict of interest one additional counsel for such affected Lenders (taken as a whole); (ii) [reserved]; (iii) pay and hold the Administrative Agent, the Revolving Agent, the Lead Arrangers and each of the Lenders harmless from and against any and all Other Taxes with respect to the foregoing matters and hold the Administrative Agent, the Revolving Agent and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Administrative Agent, the Revolving Agent or such Lender) to pay such taxes; and (iv) indemnify the Administrative Agent, the Revolving Agent, the Lead Arrangers, each Lender and each of their respective Affiliatesbranches, and their respective the officers, directors, employees, advisorscontrolling persons, agents, advisors and agents other representatives of each of the foregoing (each, an “"Indemnified Person”") from and hold each of them harmless from and against any and all liabilitiesliabilities (including Environmental Liabilities), losses, damages, claims, and documented expenses (limited in the case of legal fees claims and expenses to which 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 or invoiced fees, disbursements and other charges of counsel (limited to one firm of counsel for the all Indemnified Persons (taken as a whole) (and, in the case of an actual or perceived conflict of interestinterest where the Indemnified Person affected by such conflict has retained its own counsel, one additional another firm of counsel to the for such affected Indemnified Persons, taken as a wholePerson) and, if reasonably necessaryto the extent required, one firm of local counsel in each relevant material jurisdiction (which may include a single special counsel acting in multiple jurisdictionsfor all Indemnified Persons) 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 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 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, any other Loan Document or the use of proceeds of any Loans hereunder or the consummation of the Transactions or any other transactions contemplated herein or in any other Loan Document or the exercise of any of their rights or remedies provided herein or in the other Loan Documents, (b) the actual or alleged presence of Materials of Environmental Concern in the air, surface water or groundwater or on the surface or subsurface of any Real Property (i) currently owned, leased or operated by Holdings, the Borrower or any of 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, handling or disposal of Materials of Environmental Concern by Holdings, the Borrower or any of their Subsidiaries at any location, whether or not owned, leased or operated by Holdings, the Borrower or any of their Subsidiaries, (d) the non‑compliance by Holdings, the Borrower or any of their Subsidiaries with any Environmental Law (including applicable permits issued thereunder), or (e) any related claim asserted against Holdings, the Borrower or any of their Subsidiaries or any Real Property currently owned, leased or operated by Holdings, the Borrower or any of their Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with investigating or defending any such investigationof the foregoing (collectively, litigation or other proceedingthe "Indemnified Liabilities"); provided that no the foregoing indemnity will not, as to any Indemnified Person will be indemnified for any lossPerson, claimapply to liabilities, damagelosses, liabilitydamages, cost or claims and expense to the extent it has that (x) such liability, loss, damage, claim or expense resulted from (w) the gross negligence, willful misconduct or bad faith of such Indemnified Person, any Affiliate or willful misconduct branch of such Indemnified Person or any of its Affiliates, their respective officers, directors, employees, advisorscontrolling persons, or agents (agents, advisors and other representatives, 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 in the case of its obligations under this Agreement any claim, litigation, investigation or any other Loan Document proceeding initiated by such Indemnified Person 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 and or any of its or their respective officers, directors, employees, controlling persons, agents, advisors and agents (as determined in a final non‑appealable judgment other representatives of a court the obligations of competent jurisdiction) or (z) any dispute between and among Indemnified Persons (other than a dispute involving claims against the Administrative such Agent, the Revolving Agent such Joint Lead Arranger, such Lender or the Lead Arrangers or any other agent or co‑agent (if any) (and solely in the case of a co-agentsuch Issuing Bank, solely in connection with its syndication of the Term Facility and Revolving Facility) that a court of competent jurisdiction has determined in a final and non‑appealable decision did not involve actions or omissions of any Affiliate of Holdings or any of its Subsidiaries. None of the Borroweras applicable, the Guarantors, the Administrative Agent, the Revolving Agent, the Lead Arrangers, any Lender, any Issuing Bank or any of their respective Affiliates or any other Indemnified Person shall be liable for any indirect, special, punitive, exemplary or consequential (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 Loan Party. To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, the Revolving Agent, any Issuing Bank or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. 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 liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby, except to the extent the liability of such Indemnified Person results from such Indemnified Person’s gross negligence or willful misconduct (hereunder as determined by a court of competent jurisdiction in a final and non‑appealable decision). No Loan Partynon-appealable decision or (z) such liability, Permitted Holder nor 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 Affiliates willroles as an Agent, without 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 prior consent extent the exception set forth in clause (x) of the relevant Indemnified Personimmediately preceding proviso does not apply to such Person at such time. For the avoidance of doubt, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any proceeding in respect of which indemnification may be sought pursuant to this Section 12.01 (irrespective of whether such Indemnified Person is party thereto12.01(a)(ii) unless such settlementshall not apply to any Taxes other than Taxes that represent liabilities, compromiseobligations, consent or termination (a) includes an unconditional release of each relevant Indemnified Person losses, damages, penalties, actions, costs, expenses and disbursements arising 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 Personnon-Tax claim.

Payment of Expenses, etc. The Borrower hereby agrees toBorrowers jointly and severally shall: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable and documented or invoiced out‑of‑pocket out-of-pocket costs and expenses of (aA) of the Administrative AgentAgent and its affiliates (including, without limitation, the Revolving Agent and the Lead Arrangers (limited in the case of legal reasonable fees and expenses to the reasonable and documented or invoiced fees, disbursements and other charges of one outside counsel 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 material jurisdictionWhite & Case LLP) in connection with the preparation, execution, execution and delivery and administration of this Agreement and the other Loan Credit Documents and the documents and instruments referred to herein and therein therein, and any amendment, modification, waiver or consent relating hereto to this Agreement, the other Credit Documents or theretothe documents and instruments referred to herein and therein, (bB) of the Administrative Agent, the Revolving Agent, the Lead Arrangers and their respective Affiliates in connection with its or their syndication of the Term Facility and (c) of the 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 Revolving Administrative Agent and its affiliates and, after the occurrence and during the continuance of an Event of Default, each of the Lenders in connection with any (x) waiver of an Event of Default that has occurred and is continuing, (y) the enforcement of this Agreement and the other Loan Credit Documents and the documents and instruments referred to herein and therein or (z) 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 (limited in the case of legal feesincluding, in the each case in respect of each of clause preceding clauses (xA), (yB) and (zC) abovewithout 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 entitled to be reimbursed for one primary counsel and, to 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 each jurisdiction in which the Administrative Agent has made such a determination) and documented or invoiced out‑of‑pocket costs (y) after the occurrence of an Event of Default, also the reasonable fees and expenses disbursements of only one counsel and one local counsel in any relevant material jurisdiction (in each case, as selected by the Administrative Agent) for the Administrative Agent, the Revolving Agent, the Lead Arrangers and the other Lenders and their respective Affiliates (taken as a whole) (and, if reasonably necessary, in the event of any actual or perceived conflict of interest one additional counsel for such affected Lenders (taken as a wholegroup); (ii) [reserved]; (iii) pay and hold the Administrative Agent, the Revolving Agent, the Lead Arrangers Agent and each 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 hold save the Administrative Agent, the Revolving Agent and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Administrative Agent, the Revolving Agent or such Lender) to pay such taxes; and (iviii) indemnify the Administrative AgentAgent and each Lender, the Revolving Agent, the Lead Arrangers, each Lender and each of their respective Affiliates, and their respective affiliates officers, directors, employees, advisors, representatives and 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, expenses and documented expenses disbursements (limited in the case of legal including reasonable attorneys’ and consultants’ fees and expenses to the reasonable and documented or invoiced fees, disbursements and other charges of one counsel for the Indemnified Persons (taken as a whole) (and, in the case of an actual or perceived conflict of interest, one additional counsel to the affected Indemnified Persons, taken as a whole) and, if reasonably necessary, one local counsel in each relevant material jurisdiction (which may include a single special counsel acting in multiple jurisdictionsdisbursements) 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 Lead Arranger Agent 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 Loan Credit 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, Agreement or any other Loan Credit Document or the use of proceeds of any Loans hereunder or the consummation of the Transactions or any other transactions contemplated herein or in any other Loan Credit Document or the exercise of any of their rights or remedies provided herein or in the other Loan Credit Documents, or (b) the actual or alleged presence of Hazardous Materials of Environmental Concern in the air, surface surface, water or groundwater or on the surface or subsurface of any Real Property (i) currently at any time owned, leased or operated operated, directly or indirectly, by Holdings, any of the Borrower Credit Parties or any of their respective Subsidiaries or (ii) formerly ownedany other Person which is a Property Owner, 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, handling or disposal of Hazardous Materials by any of Environmental Concern by Holdings, the Borrower Credit Parties or any of their respective Subsidiaries at any location, whether or not owned, leased or operated by Holdings, any of the Borrower Credit Parties or any of their respective Subsidiaries, (d) the non‑compliance by Holdings, the Borrower or any non-compliance of their Subsidiaries with any Environmental Law (including applicable permits issued thereunder), or (e) any related claim asserted against Holdings, the Borrower or any of their Subsidiaries or any Real Property currently Property, directly or indirectly, at any time owned, leased or operated by Holdings, any of the Borrower Credit Parties or any of their Subsidiariesrespective Subsidiaries or any other Person which is a Property Owner, 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 other Person which is a Property Owner, or any Real Property at any time owned, leased or operated by any of the Credit Parties or any of their respective Subsidiaries or any other Person which is a Property Owner, 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; provided that no Indemnified Person will be indemnified for proceeding (but excluding any losslosses, claimliabilities, damageclaims, liability, cost damages or expense expenses to the extent it has resulted from (w) incurred by reason of the gross negligence, bad faith negligence or willful misconduct of such Indemnified the Person or any of its Affiliates, officers, directors, employees, advisors, or agents to be indemnified (as determined by a court of competent jurisdiction in a final and non‑appealable non-appealable decision)). In addition, (x) the foregoing indemnification in favor of any settlement entered into by such Indemnified Person without director, officer, employee, representative or agent of 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 Administrative Agent or any other Loan Document by such Indemnified Person or one of its Affiliates and Lender shall be solely in their respective officerscapacities as such director, directorsofficer, employeesemployee, advisors and agents (as determined in a final non‑appealable judgment of a court of competent jurisdiction) representative or (z) 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 a court of competent jurisdiction has determined in a final and non‑appealable decision did not involve actions or omissions of any Affiliate of Holdings or any of its Subsidiaries. None of the Borrower, the Guarantors, the Administrative Agent, the Revolving Agent, the Lead Arrangers, any Lender, any Issuing Bank or any of their respective Affiliates or any other Indemnified Person shall be liable for any indirect, special, punitive, exemplary or consequential (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 Loan Party. To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, the Revolving Agent, any Issuing Bank Lender or any Lender other indemnified person set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower the Borrowers shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. 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 liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby, except to the extent the liability of such Indemnified Person results from such Indemnified Person’s gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non‑appealable decision). 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 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 to the admission, fault or culpability or failure to act by such Indemnified Person.

Payment of Expenses, etc. (a) The Borrower Credit Parties hereby agrees jointly and severally agree, from and after the Closing Date, to: (i) pay all reasonable and documented or invoiced out‑of‑pocket out-of-pocket costs and expenses (a) of the Administrative AgentAgents (limited, the Revolving Agent and the Lead Arrangers (limited in the case of legal fees and expenses expenses, to the reasonable fees and documented or invoiced fees, disbursements and other charges of one outside primary counsel to all Agents 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 material jurisdictionjurisdiction (which may include a single firm of counsel acting in multiple jurisdictions)) in connection with (x) the preparation, execution, execution and delivery and administration of this Agreement and the other Loan Credit Documents and the documents and instruments referred to herein and therein therein, (y) the administration hereof and thereof and any amendment, modification, waiver or consent relating hereto or thereto, thereto (bwhether or not effective) and (z) their syndication efforts with respect to this Agreement; (ii) pay all reasonable invoiced out-of-pocket costs and expenses of the Administrative Agent, the Revolving Agent, the Lead Arrangers Agents and their respective Affiliates each Lender in connection with its or their syndication of the 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 of the Lenders in connection with any (x) waiver of an Event of Default that has occurred and is continuing, (y) enforcement of this Agreement and the other Loan Credit Documents and the documents and instruments referred to herein and therein or (z) in connection with any 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 (limited limited, in the case of legal fees, in the case of each of clause (x), (y) and (z) aboveexpenses, to one primary counsel to all Agents and Lenders to be retained by the reasonable and documented or invoiced out‑of‑pocket costs and expenses of one counsel and Administrative Agent and, if reasonably necessary, one local counsel in any relevant material jurisdiction (which may include a single firm of counsel acting in each case, as selected by the Administrative Agentmultiple jurisdictions) 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, in the event of any actual or perceived conflict of interest one additional counsel for such affected Lenders (taken as a whole); (ii) [reserved]; (iii) pay and hold the Administrative Agent, the Revolving Agent, the Lead Arrangers and each of the Lenders harmless from and against any and all Other Taxes with respect to the foregoing matters and hold the Administrative Agent, the Revolving Agent and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Administrative Agent, the Revolving Agent or such Lender) to pay such taxes; and (iv) indemnify the Administrative Agent, the Revolving Agent, the Lead Arrangers, each Lender and each of their respective Affiliates, and their respective officers, directors, employees, advisors, and agents (each, an “Indemnified Person”) and hold each of them harmless from and against any and all liabilities, losses, damages, claims, and documented expenses (limited in the case of legal fees and expenses to the reasonable and documented or invoiced fees, disbursements and other charges of one counsel for the Indemnified Persons (taken as a whole) (and, in the case of an actual or perceived conflict of interestinterest where any Indemnified Person affected by such conflict informs the Borrower of such conflict, one of a single additional firm of counsel to the for all similarly situated affected Indemnified Persons, taken as a whole); and (iii) and, if reasonably necessary, one local counsel in indemnify each relevant material jurisdiction (which may include a single 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 Lead Arranger or any Agent and each Lender is a party thereto and whether or not such claim, investigation, litigation or other proceeding is brought by or on behalf of any 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, any other Loan Document or the use of proceeds of any Loans hereunder or the consummation of the Transactions or any other transactions contemplated herein or in any other Loan Document or the exercise of any of their rights or remedies provided herein or in the other Loan Documents, (b) the actual or alleged presence of Materials of Environmental Concern in the air, surface water or groundwater or on the surface or subsurface of any Real Property (i) currently owned, leased or operated by Holdings, the Borrower or any of 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, handling or disposal of Materials of Environmental Concern by Holdings, the Borrower or any of their Subsidiaries at any location, whether or not owned, leased or operated by Holdings, the Borrower or any of their Subsidiaries, (d) the non‑compliance by Holdings, the Borrower or any of their Subsidiaries with any Environmental Law (including applicable permits issued thereunder), or (e) any related claim asserted against Holdings, the Borrower or any of their Subsidiaries or any Real Property currently owned, leased or operated by Holdings, the Borrower or any of 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; provided that no Indemnified Person will be indemnified for any loss, claim, damage, liability, cost or expense to the extent it has resulted from (w) the gross negligence, bad faith or willful misconduct of such Indemnified Person or any of its Affiliates, and the officers, directors, employees, advisorsagents, or agents (as determined by a court of competent jurisdiction in a final trustees, representatives and 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, investment advisors and agents (as determined in a final non‑appealable judgment of a court of competent jurisdiction) or (z) 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 a court of competent jurisdiction has determined in a final and non‑appealable decision did not involve actions or omissions of any Affiliate of Holdings or any of its Subsidiaries. None of the Borrower, the Guarantors, the Administrative Agent, the Revolving Agent, the Lead Arrangers, any Lender, any Issuing Bank or any of their respective Affiliates or any other Indemnified Person shall be liable for any indirect, special, punitive, exemplary or consequential (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 Loan Party. To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, the Revolving Agent, any Issuing Bank or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. For clarityforegoing (each, the term an “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 Indemnified Person”) from and any Auction Manager appointed pursuant to this Agreement. To the full extent permitted by applicable law, hold 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 them harmless against any Indemnified Person or any other Person party hereto or their respective Affiliatesand all liabilities, on any theory of liability, for special, indirect, consequential obligations (including lost profitsremoval or remedial actions), exemplarylosses, punitive or incidental damages damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (as opposed to direct or actual including reasonable attorneys’ and consultants’ fees and disbursements), but (in each case) excluding Taxes other than Taxes that represent liabilities, obligations, losses, damages) , penalties, actions, costs, expenses and disbursements 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 liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby, except to the extent the liability of such Indemnified Person results from such Indemnified Person’s gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non‑appealable decision). 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 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 to the admission, fault or culpability or failure to act by such Indemnified Person.116

Payment of Expenses, etc. (a) The Borrower hereby agrees to: (i) pay all reasonable and documented or invoiced out‑of‑pocket out-of-pocket costs and expenses (a) of the Administrative AgentAgent (including, without limitation, the Revolving Agent and the Lead Arrangers (limited in the case of legal reasonable fees and expenses to the reasonable disbursements of Sxxxxxxx Ronon Sxxxxxx & Yxxxx, LLP and documented or invoiced fees, disbursements and other charges of one outside counsel and, if reasonably necessary, one local counsel to the Administrative Agent, the Revolving Agent, the Lead Arrangers Agent in each relevant jurisdiction and Lenders (which term includes each Issuing Bank for purposes of this Article XII), taken as a whole, in any relevant material jurisdictionone regulatory counsel) in connection with the preparation, execution, delivery and administration (including, without limitation, the Administrative Agent’s customary fees and charges (as adjusted from time to time) with respect to the disbursement or receipt of funds) of this Agreement and the other Loan Credit Documents and the documents and instruments referred to herein and therein therein, the administration of the Credit Events and Commitments, the perfection and maintenance of the Liens securing the Collateral and any amendment, modification, waiver or consent relating hereto or thereto, (b) of the Administrative Agent, the Revolving Agent, the Lead Arrangers and their respective Affiliates in connection with its or their syndication of the Term Facility and (c) each of the Administrative Agent and the Revolving Agent and, after the occurrence and during the continuance of an Event of Default, each of the Lenders in connection with any (x) waiver the enforcement of, or protection of an Event of Default that has occurred and is continuingtheir rights under, (y) enforcement of this Agreement and the other Loan Credit Documents and the documents and instruments referred to herein and therein or (z) in connection with any 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 (limited to one additional counsel for all such parties, taken as a whole, one local counsel for all such parties, taken as a whole, in each relevant jurisdiction and one regulatory counsel and, solely 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 counsel and one local counsel in any relevant material jurisdiction (in each case, as selected by the 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, in the event of any an actual or perceived potential conflict of interest interests among such parties, one additional counsel for such in each relevant jurisdiction to each group of affected Lenders (parties similarly situated, taken as a whole); (ii) [reserved]pay all (A) customary charges imposed or incurred by the Administrative Agent resulting from the dishonor of checks payable by or to any Credit Party, (B) reasonable and documented out-of-pocket field examination, appraisal, and valuation fees and expenses of the Administrative Agent related to any field examinations, appraisals, or valuations to the extent of the fees and charges (and up to the amount of any limitation) contained in Section 4.6 of this Agreement, plus a per diem charge at the Administrative Agent’s then standard rate for the Administrative Agent’s examiners in the field and office (which rate as of the Effective Date is $1,000 per person per day), and a one-time charge at the Administrative Agent’s then standard rate for the establishment of electronic collateral reporting systems, and (C) reasonable fees, charges, commissions, costs and expenses for amendments, renewals, extensions, transfers, or drawings 117 from time to time charged by the Underlying Issuer or incurred or charged by Issuing Lender in respect of Letters of Credit and reasonable and documented out-of-pocket fees, costs, and expenses charged by the Underlying Issuer or incurred or charged by Issuing Lender in connection with the issuance, amendment, renewal, extension, or transfer of, or drawing under, any Letter of Credit or any demand for payment thereunder; (iii) pay and hold the Administrative Agent, the Revolving Agent, the Lead Arrangers and each of the Lenders harmless from and against any and all Other Taxes present and future stamp, court, intangible, recording, filing, excise and other similar documentary taxes with respect to the foregoing matters and hold the Administrative Agent, the Revolving Agent and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Administrative Agent, the Revolving Agent or such Lender) to pay such taxes; and (iv) indemnify the Administrative AgentAgent and each Lender, the Revolving Agent, the Lead Arrangers, each Lender and each of their respective Affiliates, and their respective officers, directors, employees, advisors, and agents Related Parties (each, an “Indemnified Person”) from and hold each of them harmless from and against any and all liabilities, obligations (including removal or remedial actions), actual losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and documented expenses disbursements (limited in the case of legal including reasonable out-of-pocket fees and expenses to the reasonable and documented or invoiced fees, disbursements and other charges of one counsel for the Indemnified Persons (taken as a whole) (and, in the case of an actual or perceived conflict of interest, one additional counsel to the affected Indemnified Persons, taken as a whole) and, if reasonably necessaryprimary counsel, one local counsel in each relevant material jurisdiction (which may include and, solely in the case of a single special conflict of interest as determined by the affected Indemnified Person, one additional counsel acting in multiple jurisdictionseach applicable jurisdiction to the affected Indemnified Person, taken as a 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, (aA) any claim, investigation, litigation or other proceeding (whether or not the Administrative Agent, the Revolving Agent, any Lead Arranger Agent 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 Loan Credit 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, Agreement or any other Loan Credit Document or the use of proceeds of any Loans hereunder or the consummation of the Transactions Transaction or any other transactions contemplated herein or in any other Loan Credit Document or the exercise of any of their rights rights, duties or remedies provided herein or in the other Loan DocumentsCredit Documents (including the performance by the Administrative Agent of its duties under Section 12.15), or (bB) the actual or alleged presence of Hazardous Materials of Environmental Concern in the air, surface water or groundwater or on the surface or subsurface of any Real Property (i) currently at any time owned, leased or operated by Holdings, the Borrower or any of 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 its Restricted Subsidiaries, (c) the generation, storage, transportation, handling or disposal of Hazardous Materials of Environmental Concern by Holdings, the Borrower or any of their its Restricted Subsidiaries at any location, whether or not owned, leased or operated by Holdings, the Borrower or any of their its Restricted Subsidiaries, (d) the non‑compliance non-compliance by Holdings, the Borrower or any of their its Restricted Subsidiaries with any Environmental Law (including applicable permits issued thereunder)) applicable to any Real Property, or (e) any related claim Environmental Claim, asserted against Holdingsthe Borrower, the Borrower or any of their its Restricted Subsidiaries or any Real Property currently at any time owned, leased or operated by Holdings, the Borrower or any of their its 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 or other proceeding; provided that no provided, that, notwithstanding the foregoing, such indemnity shall not, as to any Indemnified Person will Person, be indemnified for any loss, claim, damage, liability, cost or expense available to the extent it has that such liabilities, obligations, actual losses, damages, penalties, claims, demands, actions, judgments, suits, reasonable out-of-pocket costs, expenses or disbursements resulted from (wx) the gross negligence, bad faith or willful misconduct of such Indemnified Person or of any affiliate, director, officer, employee, counsel, agent or attorney-in-fact of its Affiliatessuch Indemnified Person, officers, directors, employees, advisors, or agents (as determined by the final non-appealable judgment of a court of competent jurisdiction in a final and 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)jurisdiction, (y) a material breach of its obligations under this Agreement or any other Loan Document the Credit Documents by such Indemnified Person or one of its Affiliates and their respective officersany affiliate, directorsdirector, employeesofficer, advisors and agents (employee, counsel, agent or attorney-in-fact of such Indemnified Person as determined in a by the final non‑appealable non-appealable judgment of a court of competent jurisdiction) or jurisdiction and (z) any dispute between and solely among Indemnified Persons (other than a dispute involving claims against the Administrative Agent, any Lender or any of their Affiliates in its capacity or in fulfilling its role as the Revolving Administrative Agent or the Lead Arrangers or other similar role hereunder and under 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 a court of competent jurisdiction has determined in a final and non‑appealable decision did not involve actions or omissions other Credit Documents (other than claims arising out of any Affiliate act or omission of Holdings the Borrower or any of its Restricted Subsidiaries. None of the Borrower, the Guarantors, the Administrative Agent, the Revolving Agent, the Lead Arrangers, any Lender, any Issuing Bank or any of their respective Affiliates or any other Indemnified Person shall be liable for any indirect, special, punitive, exemplary or consequential (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 Loan Party). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, the Revolving Agent, any Issuing Bank Agent or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. For clarity, Notwithstanding anything to the term “Administrative Agent” as used contrary contained in this Section 12.01 shall include the Administrative Agent acting in its capacity 12.01, so long as Collateral Agent under the Loan Documents no Event of Default exists 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 Arrangersis continuing, 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, payments required under 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 liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby, except to the extent the liability of such Indemnified Person results from such Indemnified Person’s gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non‑appealable decision). 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 sought pursuant to this Section 12.01 (irrespective of whether such Indemnified Person is party thereto) unless such settlement, compromise, consent or termination clause (a) includes an unconditional release shall be due twenty (20) days after receipt of each relevant Indemnified Person from all liability arising out of or directly a detailed invoice for such costs 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.expenses. 118

Payment of Expenses, etc. The Borrower hereby agrees toshall: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable and documented or invoiced out‑of‑pocket out-of-pocket costs and expenses of (aA) of the Administrative AgentAgent and its affiliates (including, without limitation, the Revolving Agent and the Lead Arrangers (limited in the case of legal reasonable fees and expenses to the reasonable and documented or invoiced fees, disbursements and other charges of one outside counsel 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 material jurisdictionWhite & Case LLP) in connection with the preparation, execution, execution and delivery and administration of this Agreement and the other Loan Credit Documents and the documents and instruments referred to herein and therein therein, any addition of a Real Estate Asset to, or removal of a Mortgaged Property from, the Borrowing Base, and any amendment, modification, waiver or consent relating hereto to this Agreement, the other Credit Documents or theretothe documents and instruments referred to herein and therein, (bB) of the Administrative Agent, the Revolving Agent, the Lead Arrangers and their respective Affiliates in connection with its or their syndication of the Term Facility and (c) of the 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 Revolving Administrative Agent and its affiliates and, after the occurrence and during the continuance of an Event of Default, each of the Lenders in connection with any (x) waiver of an Event of Default that has occurred and is continuing, (y) the enforcement of this Agreement and the other Loan Credit Documents and the documents and instruments referred to herein and therein or (z) 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 (limited in the case of legal feesincluding, in the each case in respect of each of clause preceding clauses (xA), (yB) and (zC) abovewithout limitation, to (x) the reasonable fees and documented or invoiced out‑of‑pocket costs disbursements of counsel and expenses 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 entitled to be reimbursed for one primary counsel and one local counsel in any relevant material 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 case, as selected by jurisdiction in which the Administrative AgentAgent has made such a determination) and (y) after the occurrence of an Event of Default, also the reasonable fees and disbursements of only one counsel for the Administrative Agent, the Revolving Agent, the Lead Arrangers and the other Lenders and their respective Affiliates (taken as a whole) (and, if reasonably necessary, in the event of any actual or perceived conflict of interest one additional counsel for such affected Lenders (taken as a wholegroup); (ii) [reserved]; (iii) pay and hold the Administrative Agent, the Revolving Agent, the Lead Arrangers Agent and each 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 hold save the Administrative Agent, the Revolving Agent and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Administrative Agent, the Revolving Agent or such Lender) to pay such taxes; and (iviii) indemnify the Administrative AgentAgent and each Lender, the Revolving Agent, the Lead Arrangers, each Lender and each of their respective Affiliates, and their respective affiliates officers, directors, employees, advisors, representatives and 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, expenses and documented expenses disbursements (limited in the case of legal including reasonable attorneys' and consultants' fees and expenses to the reasonable and documented or invoiced fees, disbursements and other charges of one counsel for the Indemnified Persons (taken as a whole) (and, in the case of an actual or perceived conflict of interest, one additional counsel to the affected Indemnified Persons, taken as a whole) and, if reasonably necessary, one local counsel in each relevant material jurisdiction (which may include a single special counsel acting in multiple jurisdictionsdisbursements) 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 Lead Arranger Agent 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 Loan Credit 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, Agreement or any other Loan Credit Document or the use of proceeds of any Loans hereunder or the consummation of the Transactions or any other transactions contemplated herein or in any other Loan Credit Document or the exercise of any of their rights or remedies provided herein or in the other Loan Credit Documents, or (b) the actual or alleged presence of Hazardous Materials of Environmental Concern in the air, surface surface, water or groundwater or on the surface or subsurface of any Real Property (i) currently at any time owned, leased or operated by Holdings, any of the Borrower Credit Parties or any of 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 respective Subsidiaries, (c) the generation, storage, transportation, handling or disposal of Hazardous Materials by any of Environmental Concern by Holdings, the Borrower Credit Parties or any of their respective Subsidiaries at any location, whether or not owned, leased or operated by Holdings, any of the Borrower Credit Parties or any of their respective Subsidiaries, (d) the non‑compliance by Holdings, the Borrower or any non-compliance of their Subsidiaries with any Environmental Law (including applicable permits issued thereunder), or (e) any related claim asserted against Holdings, the Borrower or any of their Subsidiaries or any Real Property currently at any time owned, leased or operated by Holdings, any of the Borrower Credit Parties or any of 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; provided that no Indemnified Person will be indemnified for proceeding (but excluding any losslosses, claimliabilities, damageclaims, liability, cost damages or expense expenses to the extent it has resulted from (w) incurred by reason of the gross negligence, bad faith negligence or willful misconduct of such Indemnified the Person or any of its Affiliates, officers, directors, employees, advisors, or agents to be indemnified (as determined by a court of competent jurisdiction in a final and non‑appealable non-appealable decision)). In addition, (x) the foregoing indemnification in favor of any settlement entered into by such Indemnified Person without director, officer, employee, representative or agent of 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 Administrative Agent or any other Loan Document by such Indemnified Person or one of its Affiliates and Lender shall be solely in their respective officerscapacities as such director, directorsofficer, employeesemployee, advisors and agents (as determined in a final non‑appealable judgment of a court of competent jurisdiction) representative or (z) 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 a court of competent jurisdiction has determined in a final and non‑appealable decision did not involve actions or omissions of any Affiliate of Holdings or any of its Subsidiaries. None of the Borrower, the Guarantors, the Administrative Agent, the Revolving Agent, the Lead Arrangers, any Lender, any Issuing Bank or any of their respective Affiliates or any other Indemnified Person shall be liable for any indirect, special, punitive, exemplary or consequential (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 Loan Party. To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, the Revolving Agent, any Issuing Bank Lender or any Lender other indemnified person set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. 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 liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby, except to the extent the liability of such Indemnified Person results from such Indemnified Person’s gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non‑appealable decision). 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 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 to the admission, fault or culpability or failure to act by such Indemnified Person.

Payment of Expenses, etc. The Borrower hereby agrees to: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable and documented or invoiced out‑of‑pocket out-of-pocket costs and expenses (a) of the (A) Administrative Agent, the 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 outside counsel 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)Section 11.01, taken the term "Administrative Agent" shall include BTCo in its capacity as a wholePledgee pursuant to the Pledge Agreement) (including, in any relevant material jurisdictionwithout limitation, the reasonable fees and disbursements of White & Case LLP and local counsel) in connection with the preparation, execution, execution and delivery and administration of this Agreement and the other Loan Credit Documents and the documents and instruments referred to herein and therein and (B) Administrative Agent (including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent) in connection with any amendment, modification, waiver or consent relating hereto or thereto, and the determination of compliance or non- compliance by the Credit Parties with the provisions hereof or thereof, (bC) of the Administrative Agent, the Revolving Agent, the Lead Arrangers and their respective Affiliates Agent in connection with its or their syndication efforts with respect to this Agreement (including, without limitation, the reasonable fees and disbursements of the Term Facility and White & Case LLP), (cD) of the Administrative Agent and the Revolving Agent and, after the occurrence and during the continuance of an Event of Default, each of the Lenders Banks in connection with any (x) waiver of an Event of Default that has occurred and is continuing, (y) the enforcement of this Agreement and the other Loan Credit Documents and the documents and instruments referred to herein and therein or (z) refinancing or restructuring including, without limitation, the reasonable fees and disbursements of counsel for the Administrative Agent and for each of the credit arrangements provided under this Agreement in the nature of a “work‑out” or pursuant to any insolvency or bankruptcy proceedings (limited in the case of legal fees, in the case of each of clause (x), (yBanks) and (zE) above, to the reasonable and documented or invoiced out‑of‑pocket costs and expenses of one counsel and one local counsel in any relevant material jurisdiction (in each case, as selected by the Administrative Agent) for Agent in connection with the Administrative Agent, the Revolving Agent, the Lead Arrangers and the Lenders and their respective Affiliates (taken as a whole) (and, if reasonably necessary, in the event release of any actual or perceived conflict Collateral pursuant to Section 18(b) of interest one additional counsel for such affected Lenders (taken as a whole)the Pledge Agreement; (ii) [reserved]; (iii) pay and hold the Administrative Agent, the Revolving Agent, the Lead Arrangers and each of the Lenders Banks harmless from and against any and all Other Taxes present and future stamp, excise and other similar taxes with respect to the foregoing matters execution, delivery or enforcement of this Agreement or any other Credit Document or any document or instrument referred to therein or herein and hold the Administrative Agent, the Revolving Agent and save each of the Lenders 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 the Administrative Agent, the Revolving Agent or such LenderBank) to pay such taxes; and (iviii) defend, protect, indemnify and hold harmless the Administrative Agent, the Revolving Agent, the Lead Arrangers, each Lender Bank and each of their respective Affiliates, and each of their respective officers, directors, employees, advisorsrepresentatives, attorneys and agents Administrative Agents (each, an “Indemnified Person”collectively called the "Indemnitees") and hold each of them harmless from and against any and all liabilities, obligations (including removal or remedial actions), losses, damages (including foreseeable and unforeseeable consequential damages and punitive damages), penalties, claims, actions, judgments, suits, reasonable out-of-pocket costs, expenses and documented expenses disbursements (limited in the case of legal including reasonable attorneys' and consultants fees and expenses to the reasonable and documented disbursements) of any kind or invoiced fees, disbursements and other charges of one counsel for the Indemnified Persons (taken as a whole) (and, in the case of an actual or perceived conflict of interest, one additional counsel to the affected Indemnified Persons, taken as a whole) and, if reasonably necessary, one local counsel in each relevant material jurisdiction (which nature whatsoever that may include a single special counsel acting in multiple jurisdictions) at any time be incurred by, imposed on or assessed against any of them as a result ofthe Indemnitees directly or indirectly based on, or arising out ofor resulting from, or in any way related to, or by reason of, of (a) any claim, investigation, litigation or other proceeding (whether or not the Administrative Agent, the Revolving Agent, any Lead Arranger Pledgee or any Lender Bank is a party thereto and whether or not any such claim, investigation, litigation or other proceeding is brought by between or on behalf of any Loan Partyamong the Administrative Agent, the Permitted Holders and their respective Affiliates and creditors and Pledgee, any other Bank, the Borrower or any third personperson or otherwise) related to the entering into and/or performance of this Agreement, Agreement or any other Loan Credit Document or the use of proceeds of any Loans hereunder or the consummation of the Transactions or any other transactions contemplated herein (including, without limitation, the Transaction) or in any other Loan Credit Document or the exercise of any of their rights or remedies provided herein or in the other Loan Credit Documents, ; (b) the actual or alleged presence exercise of Materials the rights of Environmental Concern in the air, surface water or groundwater or on the surface or subsurface Administrative Agent and of any Real Property (i) currently owned, leased or operated by Holdings, Bank under any of the Borrower provisions of this Agreement or any of their Subsidiaries other Credit Document any Loans hereunder; 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, handling or disposal consummation of Materials of Environmental Concern by Holdings, the Borrower or any of their Subsidiaries at any location, whether or not owned, leased or operated by Holdings, the Borrower or any of their Subsidiaries, transaction contemplated herein (d) the non‑compliance by Holdings, the Borrower or any of their Subsidiaries with any Environmental Law (including applicable permits issued thereunder), or (e) any related claim asserted against Holdings, the Borrower or any of their Subsidiaries or any Real Property currently owned, leased or operated by Holdings, the Borrower or any of their Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements Transaction) or in any other Credit Document (clauses (a) through (c), collectively, the "Indemnified Matters") regardless of counsel and other consultants incurred in connection with when such Indemnified Matter arises; but excluding any such investigation, litigation or other proceeding; provided that no Indemnified Person will be indemnified for any loss, claim, damage, liability, cost or expense Matter to the extent it has resulted from (w) based on the gross negligence, bad faith or willful misconduct of such Indemnified Person or any of its Affiliates, officers, directors, employees, advisors, or agents (as determined by a court of competent jurisdiction in a final and 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 (z) 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 a court of competent jurisdiction has determined in a final and non‑appealable decision did not involve actions or omissions of any Affiliate of Holdings or any of its Subsidiaries. None of the Borrower, the Guarantors, the Administrative Agent, the Revolving Agent, the Lead Arrangers, any Lender, any Issuing Bank or any of their respective Affiliates or any other Indemnified Person shall be liable for any indirect, special, punitive, exemplary or consequential (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 Loan Party. To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, the Revolving Agent, any Issuing Bank or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. 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 liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby, except to the extent the liability of such Indemnified Person results from such Indemnified Person’s gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non‑appealable decision). 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 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 to the admission, fault or culpability or failure to act by such Indemnified PersonIndemnitee.

Payment of Expenses, etc. The Borrower hereby agrees to: (i) pay within 30 days of a written demand therefor, together with backup documentation supporting such reimbursement request, all reasonable and documented or invoiced out‑of‑pocket out-of-pocket costs and expenses (a) of the Administrative Agent, the 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 and, if reasonably necessary, one firm of local counsel in each appropriate jurisdiction to the Administrative Agent, the Revolving Agent, the Joint Lead Arrangers and Lenders (which term includes each Issuing Bank for purposes of this Article XII)Lenders, taken as a whole, and in the case of any relevant material jurisdictionother advisor or consultant, solely to the extent that the Borrower has consented to the retention of such person) in connection with the preparation, execution, delivery and administration of this Agreement and the other Loan Documents and the documents and instruments referred to herein and therein and any amendment, modification, waiver or consent relating hereto or thereto, (b) of the Administrative Agent, the Revolving Agent, the Joint Lead Arrangers and their respective Affiliates in connection with its or their syndication of the 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 of the Lenders in connection with any (x) waiver of an Event of Default that has occurred and is continuing, (y) enforcement of this Agreement and the other Loan Documents and the documents and instruments referred to herein and therein or (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 (limited in the case of legal fees, in the case of each of clause clauses (x), (y) and (z) above, to the reasonable and documented or invoiced out‑of‑pocket out-of-pocket costs and expenses of one primary counsel and one local counsel in any relevant material jurisdiction (in each case, as selected by the Administrative Agent) for the Administrative Agent, the Revolving AgentJoint Lead Arrangers, the Lead Arrangers and the Lenders and their respective Affiliates (taken as a whole) ), and one firm of local counsel in each appropriate jurisdiction (and, if reasonably necessary, and in the event of any actual or perceived conflict of interest interest, one additional primary counsel for such affected Lenders (parties taken as a whole); (ii) [reserved]; (iii) pay and hold the Administrative Agent, the Revolving Agent, the Lead Arrangers and each of the Lenders harmless from and against any and all Other Taxes with respect to the foregoing matters and hold the Administrative Agent, the Revolving Agent and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Administrative Agent, the Revolving Agent or such Lender) to pay such taxes); and (ivii) indemnify the Administrative Agent, the Revolving Agent, the each Joint Lead ArrangersArranger, each Lender and each of their respective Affiliates, and each of their respective officers, directors, employees, partners, advisors, representatives, agents, affiliates, controlling persons, trustees and agents investment advisors and each of their respective successors and assigns (each, an “Indemnified Person”) 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 documented expenses disbursements (limited in the case of legal fees and expenses to the reasonable and documented or invoiced fees, disbursements fees and other charges expenses of one counsel for the all Indemnified Persons (taken as a whole) (and, in the case of an actual or perceived conflict of interest, one additional counsel to the affected Indemnified Persons, taken as a whole) and, if reasonably necessary, one firm of local counsel in each relevant material appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions)); provided that in the case of an actual or perceived conflict of interest notified to the Borrower by any Indemnified Person, such indemnity for fees and expenses shall extend to one additional primary counsel and one local counsel for such Indemnified Persons taken as a 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 the Administrative Agent, the Revolving Agent, any Joint 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 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, any other Loan Document or the use of proceeds of any Loans hereunder or the consummation of the Transactions or any other transactions contemplated herein or in any other Loan Document or the exercise of any of their rights or remedies provided herein or in the other Loan Documents, (b) the actual or alleged presence of Materials of Environmental Concern in the air, surface water or groundwater or on the surface or subsurface of any Real Property (i) currently owned, leased or operated by Holdings, the Borrower Holdings or any of 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 its Subsidiaries, (c) the Release, generation, storage, transportation, handling or disposal of Materials of Environmental Concern by Holdings, the Borrower Holdings or any of their its Subsidiaries at any location, whether or not owned, leased or operated by Holdings, the Borrower Holdings or any of their its Subsidiaries, (d) the non‑compliance non-compliance by Holdings, the Borrower Holdings or any of their its Subsidiaries with any Environmental Law (including applicable permits issued thereunder), or (e) any related claim Environmental Claim asserted against Holdings, the Borrower Holdings or any of their its Subsidiaries or with respect to any Real Property currently or formerly owned, leased or operated by Holdings, the Borrower Holdings or any of their 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 proceedingtherewith; provided that no Indemnified Person will be indemnified for any loss, claim, damage, liability, cost or expense to the extent it has resulted from (w) the gross negligence, bad faith or willful misconduct of such Indemnified Person or any of its Affiliates, officers, directors, employeesmanagers, advisors, employees or agents controlled Affiliates (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 Borrowers’ 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 Indemnified Person persons or one of its controlled Affiliates and their respective officers, directors, employees, advisors and agents (as determined in a final non‑appealable non-appealable judgment of a court of competent jurisdiction) or (z) any dispute between and among Indemnified Persons (other than a dispute involving claims against the Administrative Agent, the Revolving Agent or the Joint Lead Arrangers or any other agent or co‑agent 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 a court of competent jurisdiction has determined in a final and non‑appealable non-appealable decision did not involve actions or omissions of any Affiliate of Holdings or any of its Subsidiaries. None of the Borrower, the Guarantors, the Administrative Agent, the Revolving Agent, the Joint Lead Arrangers, any Lender, any Issuing Bank or any of their respective Affiliates or any other Indemnified Person shall be liable for any indirect, special, punitive, exemplary or consequential (including lost profits) damages in connection with this Agreement, the TransactionsTransaction, the Term Facility, the Revolving Facility 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 Loan Party. To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, the Revolving Agent, any Issuing Bank Agent or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. 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 Joint 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; 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 liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby, except to the extent the liability of such Indemnified Person results from such Indemnified Person’s gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non‑appealable non-appealable decision). 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 sought 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 to the admission, fault or culpability or failure to act by such Indemnified Person.

Payment of Expenses, etc. (a) The Borrower Borrowers hereby agrees agree to: (ia) whether or not the transactions herein contemplated are consummated, pay all reasonable and documented or invoiced out‑of‑pocket out-of-pocket costs and expenses (aincluding Expenses) of the Agents (including, without limitation, the reasonable fees and disbursements of White & Case LLP and the Administrative Agent, the Revolving Agent ’s other counsel and consultants and the Lead Arrangers (limited in the case of legal fees and expenses in connection with the appraisals and collateral examinations required pursuant to, and subject to the reasonable and documented or invoiced feeslimits set forth in, disbursements and other charges of one outside counsel 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 XIISection 9.01(l), taken as a whole, in any relevant material jurisdiction) in connection with the preparation, execution, delivery and administration of this Agreement and the other Loan Credit Documents and the documents and instruments referred to herein and therein and any actual or proposed amendment, modification, waiver or consent relating hereto or thereto, (b) of the Administrative Agent, the Revolving Agent, the Lead Arrangers Agents and their respective Affiliates in connection with its or their syndication efforts with respect to this Agreement and of the Term Facility and (c) of the Administrative Agent and the Revolving Agent Agents and, after the occurrence and during the continuance of an Event of Default, each of the Issuing Lenders and the Lenders in connection with any (x) waiver of an Event of Default that has occurred and is continuing, (y) the enforcement of this Agreement and the other Loan Credit Documents and the documents and instruments referred to herein and therein or (z) in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work‑outwork-out” or pursuant to any 159 insolvency or bankruptcy proceedings (including, in each case without limitation, the reasonable fees and disbursements of counsel (limited to one local counsel in each relevant jurisdiction (or two in the case of legal feesa conflict preventing only one local counsel acting)) and consultants for the Agents and, after the occurrence of an Event of Default, counsel (limited to one local counsel in each relevant jurisdiction (or two 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 counsel and a conflict preventing only one local counsel in any relevant material jurisdiction (in each case, as selected by the Administrative Agentacting)) for each of the Administrative Agent, the Revolving Agent, the Lead Arrangers and the Issuing Lenders and their respective Affiliates (taken as a whole) (and, if reasonably necessary, in the event of any actual or perceived conflict of interest one additional counsel for such affected Lenders (taken as a wholeLenders); (ii) [reserved]; (iiib) pay and hold the Administrative Agent, the Revolving Facility Agent, each of the Lead Arrangers Issuing Lenders, the Security Agent, each Co-Collateral Agent and each 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 hold save the Administrative Agent, the Revolving Facility Agent, each of the Issuing Lenders, the Security Agent, each Co-Collateral Agent and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Administrative Agent, the Revolving Facility Agent, such Issuing Lender, such Security Agent or such Lender) to pay such taxes; and (ivc) indemnify the Administrative Agent, the Revolving Facility Agent, the Lead ArrangersSecurity Agent, each Co-Collateral Agent, each Issuing Lender and each of their respective AffiliatesLender, and their respective officers, directors, employees, advisors, and agents (each, an “Indemnified Person”) and each of their respective officers, directors, employees, representatives, agents and Affiliates from and hold each of them harmless from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions (including removal or remedial actions), judgments, suits, costs, expenses and documented expenses disbursements (limited in the case of legal including reasonable attorneys’ and consultants’ fees and expenses to the reasonable and documented or invoiced fees, disbursements and other charges of one counsel for the Indemnified Persons (taken as a whole) (and, in the case of an actual or perceived conflict of interest, one additional counsel to the affected Indemnified Persons, taken as a whole) and, if reasonably necessary, one local counsel in each relevant material jurisdiction (which may include a single special counsel acting in multiple jurisdictionsdisbursements) 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 the Administrative Agent, the Revolving Facility Agent, the Security Agent, any Lead Arranger Co-Collateral Agent, any Issuing Lender 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 Loan Party, the Permitted Holders and their respective Affiliates and creditors and any other third personObligor) related to the entering into and/or performance of this Agreement, Agreement or any other Loan Credit Document or the use of any Letter of Credit or the proceeds of any Loans hereunder or the consummation of the Transactions Transaction or any other transactions contemplated herein or in any other Loan Credit Document or the exercise of any of their rights or remedies provided herein or in the other Loan Credit Documents, or (bii) the actual or alleged presence of Hazardous Materials of Environmental Concern in the air, surface water or groundwater or on the surface or subsurface of any Real Property (i) currently at any time owned, leased or operated by Holdings, the Borrower any Obligor or any of 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 its Subsidiaries, (c) the generation, storage, transportation, handling or disposal of Hazardous Materials of Environmental Concern by Holdings, the Borrower or any of their Subsidiaries Obligor at any location, whether or not owned, leased or operated by Holdingsany Obligor, the Borrower or non-compliance by any of their Subsidiaries, (d) the non‑compliance by Holdings, the Borrower or any of their Subsidiaries Obligor with any Environmental Law (including applicable permits issued thereunder)) applicable to any Real Property, or (e) any related claim Environmental Claim asserted against Holdings, the Borrower or any of their Subsidiaries Obligor or any Real Property currently at any time owned, leased or operated by Holdings, the Borrower or any of their 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; provided that no Indemnified Person will be indemnified for proceeding (but excluding any losslosses, claimliabilities, damageclaims, liabilitydamages, cost actions, suits, disbursements, judgments, costs or expense expenses to the extent it has resulted from (w) incurred by reason of the gross negligence, bad faith negligence or willful misconduct of such Indemnified the Person or any of its Affiliates, officers, directors, employees, advisors, or agents to be indemnified (as determined by a court of competent jurisdiction in a final and non‑appealable decisionjudgment), (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 (z) 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 a court of competent jurisdiction has determined in a final and non‑appealable decision did not involve actions or omissions of any Affiliate of Holdings or any of its Subsidiaries. None of the Borrower, the Guarantors, the Administrative Agent, the Revolving Agent, the Lead Arrangers, any Lender, any Issuing Bank or any of their respective Affiliates or any other Indemnified Person shall be liable for any indirect, special, punitive, exemplary or consequential (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 Loan Party. To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, the Revolving any Agent, any Issuing Bank Lender or any Lender set forth in the preceding sentence may be unenforceable because it is violative of 160 any law or public policy, Borrower the Borrowers shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. For claritySubject to Section 9.01(l), in addition, the term “Administrative Agent” as used in this Section 12.01 shall include Obligors agree to reimburse the Administrative Agent acting in its capacity as Collateral Agent under the Loan Documents for all reasonable third party administrative, audit 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 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 monitoring expenses incurred in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby, except to the extent the liability of such Indemnified Person results from such Indemnified Person’s gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final Borrowing Base and non‑appealable decision). 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 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 to the admission, fault or culpability or failure to act by such Indemnified Persondeterminations thereunder.

Payment of Expenses, etc. (a) The Borrower hereby agrees tothat it shall: (i) only if the Initial Borrowing Date occurs, pay all reasonable and documented or invoiced out‑of‑pocket out-of-pocket costs and expenses (a) of the Administrative AgentAgents (including, without limitation, the Revolving Agent reasonable fees and disbursements of counsel, which shall be limited to the Lead Arrangers (limited in the case of legal fees and expenses to the reasonable of Xxxxxx Xxxxxx & Xxxxxxx LLP and documented or invoiced fees, disbursements and such other charges of one outside counsel and, if reasonably necessary, one relevant 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 XIIas may be retained in connection with security matters), taken as a whole, in any relevant material jurisdiction) in connection with the preparation, execution, delivery and administration performance of this Agreement and the other Loan Credit Documents and the documents and instruments referred to herein and therein and therein, any amendment, modification, waiver or consent relating hereto or thereto, (b) of the Administrative Agent, the Revolving Agent, the Lead Arrangers and their respective Affiliates Agents in connection with its or their syndication of the Term Facility and (c) of the Administrative Agent and the Revolving Agent efforts with respect to this Agreement and, after upon the occurrence and during the continuance of an Event of Default, the reasonable costs and expenses of the Administrative Agent, the Collateral Agent and each of the Lenders in connection with any (x) waiver of an Event of Default that has occurred and is continuing, (y) the enforcement of this Agreement and the other Loan Credit Documents and the documents and instruments referred to herein and therein or (z) in connection with any 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 (limited in the case of legal feesincluding, in the each case of each of clause (x)without limitation, (y) and (z) above, to the reasonable fees and documented or invoiced out‑of‑pocket costs and expenses disbursements of one counsel and one local counsel in any relevant material jurisdiction (in each case, as selected by the Administrative Agent) for the Administrative Agent, the Revolving Agent, the Lead Arrangers Agent and the Lenders and their respective Affiliates (taken as a whole) (Collateral Agent and, if reasonably necessaryfollowing an Event of Default, in for each of the event of any actual or perceived conflict of interest one additional counsel for such affected Lenders (taken as a wholeLenders); and (ii) [reserved]; (iii) pay and hold indemnify the Administrative Agent, the Revolving Agent, the Lead Arrangers Agents and each of the Lenders harmless from and against any and all Other Taxes with respect to the foregoing matters and hold the Administrative AgentLender, the Revolving Agent and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Administrative Agent, the Revolving Agent or such Lender) to pay such taxes; and (iv) indemnify the Administrative Agent, the Revolving Agent, the Lead Arrangers, each Lender and each of their respective Affiliates, and their respective officers, directors, employees, advisorsrepresentatives, agents, trustees and agents (each, an “Indemnified Person”) advisors 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 documented expenses disbursements (limited in the case of legal including reasonable attorneys’ and consultants’ fees and expenses to the reasonable and documented or invoiced fees, disbursements and other charges of one counsel for the Indemnified Persons (taken as a whole) (and, in the case of an actual or perceived conflict of interest, one additional counsel to the affected Indemnified Persons, taken as a whole) and, if reasonably necessary, one local counsel in each relevant material jurisdiction (which may include a single special counsel acting in multiple jurisdictionsdisbursements) 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 Lead Arranger Agent 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 Loan Credit Party, the Permitted Holders and any Sponsor, any of their respective Affiliates and creditors and affiliates or any other third personPerson) related to the entering into and/or performance of this Agreement, Agreement or any other Loan Credit Document or the use of any Letter of Credit or the proceeds of any Loans hereunder or the consummation of the Transactions or any other transactions contemplated herein or in any other Loan Credit Document or the exercise of any of their rights or remedies provided herein or in the other Loan Credit Documents, or (b) to the extent in any way relating to this Agreement, the other Credit Documents, the Letters of Credit or the Loans, the actual or alleged presence of Hazardous Materials of Environmental Concern in the air, surface water or groundwater or on the surface or subsurface of any Real Property (i) currently owned, leased or at any time operated by Holdings, the Borrower VHS Holdco I or any of their Subsidiaries or (ii) formerly owned, leased, or operated by Holdingsits Subsidiaries, the Borrower or any of their Subsidiaries if such presence of Materials of Environmental Concern was actually or allegedly caused by HoldingsRelease, the Borrower, or any of their Subsidiaries, (c) the generation, storage, transportation, handling or disposal of Hazardous Materials of Environmental Concern by Holdings, the Borrower or any of their Subsidiaries at any location, whether or not owned, leased or operated by Holdings, the Borrower VHS Holdco I or any of their its Subsidiaries, (d) the non‑compliance by Holdings, the Borrower or any non-compliance of their Subsidiaries with any Environmental Law (including applicable permits issued thereunder), or (e) any related claim asserted against Holdings, the Borrower or any of their Subsidiaries or any Real Property currently owned, leased or operated by Holdings, the Borrower VHS Holdco I or any of their its 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 VHS Holdco I, any of its Subsidiaries or any Real Property owned, leased or at any time operated by VHS Holdco I 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; provided that no Indemnified Person will be indemnified for proceeding (but excluding any losslosses, claimliabilities, damageclaims, liability, cost damages or expense expenses to the extent it has resulted from (w) incurred by reason of the gross negligence, bad faith negligence or willful misconduct of such Indemnified the Person or any of its Affiliates, officers, directors, employees, advisors, or agents to be indemnified (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 (z) any dispute between and among Indemnified Persons (to the extent incurred as a result of actions taken by a party other than a dispute involving claims against VHS Holdco I or its Subsidiaries after the Administrative AgentReal Property is no longer owned, the Revolving Agent leased or the Lead Arrangers operated by VHS Holdco I 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 a court of competent jurisdiction has determined in a final and non‑appealable decision did not involve actions or omissions of any Affiliate of Holdings or any of its Subsidiaries. None of the Borrower, the Guarantors, the Administrative Agent, the Revolving Agent, the Lead Arrangers, any Lender, any Issuing Bank or any of their respective Affiliates or any other Indemnified Person shall be liable for any indirect, special, punitive, exemplary or consequential (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 Loan Party). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, the Revolving Agent, any Issuing Bank Agent or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. 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 liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby, except to the extent the liability of such Indemnified Person results from such Indemnified Person’s gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non‑appealable decision). 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 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 to the admission, fault or culpability or failure to act by such Indemnified Person.

Payment of Expenses, etc. The Borrower hereby agrees to: (i) pay all reasonable and documented or invoiced out‑of‑pocket out-of-pocket costs and expenses (a) of the Administrative Agent, the Revolving Agent and the Lead Arrangers Issuing Bank (limited in the case of legal fees and expenses to the reasonable and documented or invoiced fees, disbursements and other charges of one outside counsel and, if reasonably necessary, Blank Rome LLP and of one local counsel (in each case, as selected by the Administrative Agent) to the Administrative Agent, the Revolving Agent, the Lead Arrangers and Lenders (which term includes each Issuing Bank for purposes of this Article XII)and the Lenders, taken as a whole, in any relevant material jurisdiction) in connection with the preparation, execution, delivery and administration of this Agreement and the other Loan Documents and the documents and instruments referred to herein and therein and any amendment, modification, waiver or consent relating hereto or thereto, (b) of the Administrative Agent, the Revolving Agent, the Lead Arrangers Issuing Bank and their respective Affiliates in connection with its or their syndication of the Term Facility Revolving Loan Facility, (c) documented out-of-pocket fees or charges paid or incurred by Administrative Agent in connection with the transactions under any of the Loan Documents, including, photocopying, notarization, couriers and messengers, telecommunication, public record searches, filing fees, recording fees, publication, real estate surveys, real estate title policies and endorsements, and environmental audits, (d) Administrative Agent’s customary fees and charges imposed or incurred in connection with any background checks or OFAC/PEP searches related to any Loan Party or its Subsidiaries, and (ce) of the Administrative Agent and the Revolving Agent and, after the occurrence and during the continuance of an Event of Default, each of the Lenders (including the Issuing Bank) in connection with any (x) waiver of an Event of Default that has occurred and is continuing, (y) enforcement of this Agreement and the other Loan Documents and the documents and instruments referred to herein and therein or (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 (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 out-of-pocket costs and expenses of one counsel and of one local counsel in any relevant material jurisdiction (in each case, as selected by the Administrative Agent) for the Administrative Agent, the Revolving AgentIssuing Bank, the Lead Arrangers and the Lenders and their respective Affiliates (Affiliates, taken as a whole) whole (and, if reasonably necessary, in the event of any actual or perceived conflict of interest one additional counsel for such affected Lenders (taken as a whole)); (ii) [reserved]pay all (A) customary charges imposed or incurred by the Administrative Agent resulting from the dishonor of checks payable by or to any Loan Party, (B) reasonable and documented out-of-pocket field examination, appraisal, and valuation fees and expenses of the Administrative Agent related to any field examinations, appraisals, or valuations to the extent of the fees and charges (and up to the amount of any limitation) contained in Section 3.01 of this Agreement, plus a per diem charge at the Administrative Agent’s then standard rate for the Administrative Agent’s examiners in the field and office (which rate as of the Closing Date is $1,000 per person per day), and a one-time charge at the Administrative Agent’s then standard rate for the establishment of electronic collateral reporting systems, and (C) reasonable fees, charges, commissions, costs and expenses for amendments, renewals, extensions, transfers, or drawings from time to time incurred or charged by Issuing Bank in respect of Letters of Credit and reasonable and documented out-of-pocket fees, costs, and expenses incurred or charged by Issuing Bank in connection with the issuance, amendment, renewal, extension, or transfer of, or drawing under, any Letter of Credit or any demand for payment thereunder; (iii) pay and hold the Administrative Agent, the Revolving Agent, the Lead Arrangers Issuing Bank and each of the Lenders harmless from and against any and all Other Taxes with respect to the foregoing matters and hold the Administrative Agent, the Revolving Agent and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Administrative Agent, the Revolving Agent or such Lender) to pay such taxes; and (iv) indemnify the Administrative Agent, the Revolving Agent, the Lead ArrangersIssuing Bank, each Lender and each of their respective Affiliates, and their respective officers, directors, employees, advisors, and agents (each, an “Indemnified Person”) and hold each of them harmless from and against any and all liabilities, losses, damages, claims, and documented expenses (limited in the case of legal fees and expenses to the reasonable and documented or invoiced fees, disbursements and other charges of one counsel for the Indemnified Persons (taken as a whole) (and, in the case of an actual or perceived conflict of interest, one additional counsel to the affected Indemnified Persons, taken as a whole) and, if reasonably necessary, one local real estate counsel in each relevant material jurisdiction (which may include a single 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 Lead Arranger Agent 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 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, any other Loan Document or the use of proceeds of any Loans hereunder or the consummation of the Transactions or any other transactions contemplated herein or in any other Loan Document or the exercise of any of their rights or remedies provided herein or in the other Loan Documents, (b) the actual or alleged presence of Materials of Environmental Concern in the air, surface water or groundwater or on the surface or subsurface of any Real Property (i) currently at any time owned, leased or operated by Holdings, the Borrower or any of 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, handling or disposal of Materials of Environmental Concern by Holdings, the Borrower or any of their Subsidiaries at any location, whether or not owned, leased or operated by Holdings, the Borrower or any of their Subsidiaries, (d) the non‑compliance non-compliance by Holdings, the Borrower or any of their Subsidiaries with any Environmental Law (including applicable permits issued thereunder), or (e) any related claim asserted against Holdings, the Borrower or any of their Subsidiaries or any Real Property currently owned, leased or operated by Holdings, the Borrower or any of 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; provided that no Indemnified Person will be indemnified for any loss, claim, damage, liability, cost or expense to the extent it has resulted from (w) the gross negligence, bad faith negligence or willful misconduct of such Indemnified Person or any of its Affiliates, officers, directors, employees, advisors, or agents (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 non-appealable judgment of a court of competent jurisdiction) or (z) 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 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 Loan Facility)) that a court of competent jurisdiction has determined in a final and non‑appealable non-appealable decision did not involve actions or omissions of any Affiliate of Holdings or any of its Subsidiaries. None of the Borrower, the Guarantors, the Administrative Agent, the Revolving Agent, the Lead ArrangersIssuing Bank, any Lender, any Issuing Bank or any of their respective Affiliates or any other Indemnified Person shall be liable for any indirect, special, punitive, exemplary or consequential (including lost profits) damages in connection with this Agreement, the TransactionsTransaction, 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 Loan Party. To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, the Revolving Agent, any Issuing Bank Agent or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. 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 ArrangersIssuing Bank, 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 AffiliatesPerson, 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 liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby, except to the extent the liability of such Indemnified Person results from such Indemnified Person’s gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non‑appealable non-appealable decision). 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 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 (bii) does not include a statement as to the admission, fault or culpability or failure to act by such Indemnified Person.

Payment of Expenses, etc. The Borrower hereby agrees to: (i) pay all reasonable and documented or invoiced out‑of‑pocket costs and expenses (a) of the Administrative AgentAgent (including, the 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 outside counsel and, if reasonably necessary, one Shearman & Sterling LLP and of any special or local counsel to the Administrative Agent, subject to 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 material jurisdictionFee Letter) in connection with the preparation, execution, delivery and administration of this Agreement and the other Loan Documents and the documents and instruments referred to herein and therein and any amendment, modification, waiver or consent relating hereto or thereto, (b) of the Administrative Agent, the Revolving Agent, the Lead Arrangers and their respective Affiliates in connection with its or their syndication of the Term Facility Loan and (c) of the Administrative Agent and the Revolving Agent and, after the occurrence and during the continuance of an Event of Default, each of the Lenders in connection with any waiver of such Event of Default in connection with any (x) waiver of an Event of Default that has occurred and is continuing, (y) enforcement of this Agreement and the other Loan Documents and the documents and instruments referred to herein and therein or (z) 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 (limited in the case of legal feesincluding, in the case of each of clause (x)case, (y) and (z) above, to the reasonable and documented or invoiced out‑of‑pocket costs and expenses of one primary counsel and one local counsel in any relevant material jurisdiction (in each case, as selected by the Administrative Agent) for the Administrative AgentAgent and its Affiliates, the Revolving Agent, the Lead Arrangers and the Lenders and their respective Affiliates (taken as a whole) (and, if reasonably necessary, in the event of any actual special or perceived conflict of interest one additional counsel for such affected Lenders (taken as a wholelocal counsel); (ii) [reserved]; (iii) pay and hold the Administrative Agent, the Revolving Agent, the Lead Arrangers Agent and each of the Lenders harmless from and against any and all Other Taxes with respect to the foregoing matters and hold save the Administrative Agent, the Revolving Agent and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Administrative Agent, the Revolving Agent or such Lender) to pay such taxes; and (iviii) indemnify the Administrative Agent, the Revolving Agent, the Lead Arrangers, each Lender and each of their respective Affiliates, and each of their respective officers, directors, employees, partners, advisors, representatives, agents, affiliates, controlling persons, trustees and agents investment advisors and each of their respective successors and assigns (each, an “Indemnified Person”) 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 documented expenses (limited in the case of legal fees and expenses to the reasonable and documented or invoiced fees, disbursements and other charges of one counsel for the Indemnified Persons (taken as a whole) (and, in the case of an actual or perceived conflict of interest, one additional counsel to the affected Indemnified Persons, taken as a whole) and, if reasonably necessary, one local counsel in each relevant material jurisdiction (which may include a single 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 Lead Arranger Agent 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 Loan Party, the Permitted Holders Party and their respective its Affiliates and creditors and any other third person) related to the entering into and/or performance of this Agreement, any other Loan Document or the use of proceeds of any Loans the Term Loan hereunder or the consummation of the Transactions Transaction or any other transactions contemplated herein or in any other Loan Document or the exercise of any of their rights or remedies provided herein or in the other Loan Documents, Documents or (b) the actual or alleged presence of Materials of Environmental Concern in the air, surface water or groundwater or on the surface or subsurface of any Real Property (i) currently owned, leased or operated by Holdings, the Borrower or any of 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, handling or disposal of Materials of Environmental Concern by Holdings, the Borrower or any of their Subsidiaries at any location, whether or not owned, leased or operated by Holdings, the Borrower or any of their Subsidiaries, (d) the non‑compliance by Holdings, the Borrower or any of their Subsidiaries with any Environmental Law (including applicable permits issued thereunder), or (e) any related claim asserted against Holdings, the Borrower or any of their Subsidiaries or any Real Property currently owned, leased or operated by Holdings, the Borrower or any of their 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; provided that no Indemnified Person will be indemnified for any loss, claim, damage, liability, cost or expense to the extent it has resulted from (wv) the gross negligence, bad faith or willful misconduct of such Indemnified Person or any of its Affiliates, officers, directors, employeesmanagers, advisors, employees or agents controlled Affiliates (as determined by a court of competent jurisdiction in a final and non‑appealable decision), (xw) any settlement entered into by such Indemnified Person Indemnitee without the Borrower’s written consent (such written 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 NYDOCS02/1076196.5 58 other Loan Document by any such Indemnified Person persons or one of its controlled 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 (z) 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 a court of competent jurisdiction has determined in a final and non‑appealable decision did not involve actions or omissions of any Affiliate of Holdings the Borrower or any of its Subsidiaries. None of the Borrower, the Guarantors, the Administrative Agent, the Revolving Agent, the Lead Arrangers, any Lender, any Issuing Bank or any of their respective Affiliates or any other Indemnified Person shall be liable for any indirect, special, punitive, exemplary or consequential (including lost profits) damages in connection with this Agreement, the TransactionsTransaction, the Term FacilityLoan, the Revolving Facility Fee 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 12.1 of any Loan Party. To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, the Revolving Agent, any Issuing Bank Agent or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, each Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. 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, Agent or 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 AffiliatesPerson, 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 Term 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 other Loan Documents or the transactions contemplated hereby or thereby, except to the extent the liability of such Indemnified Person results from such Indemnified Person’s gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non‑appealable decision). No Loan Party, Permitted Holder Party nor any of its or 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 sought pursuant to this Section 12.01 12.1 (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 (bii) does not include a statement as to the admission, fault or culpability or failure to act by such Indemnified Person.

Payment of Expenses, etc. The Borrower Borrowers hereby agrees jointly and severally agree to: (ia) pay all reasonable and documented or invoiced out‑of‑pocket out-of-pocket costs and expenses (aincluding Expenses) of the Administrative Agent, Agents (including the Revolving Agent and the Lead Arrangers (limited in the case of legal reasonable fees and expenses to the reasonable and documented or invoiced fees, disbursements and other charges of one outside counsel and, if reasonably necessary, one local counsel to the Administrative AgentAgents, and expenses in connection with the Revolving Agent, the Lead Arrangers appraisals and Lenders (which term includes each Issuing Bank for purposes of this Article XIIcollateral examinations required pursuant to Section 9.02(b), taken as a whole, in any relevant material jurisdiction) in connection with the preparation, execution, delivery and administration of this Agreement and the other Loan Credit Documents and the documents and instruments referred to herein and therein and any amendment, modification, waiver or consent relating hereto or thereto, (b) of the Administrative Agent, the Revolving Agent, the Lead Arrangers Agent and their respective its Affiliates in connection with its or their syndication of the Term Facility efforts with respect to this Agreement and (c) of the Administrative Agent Agent, each Issuing Lender and the Revolving 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, Steindler, Houston & Xxxxx, P.C. and one local counsel in each relevant jurisdiction) and, after the occurrence and during the continuance of an Event of Default, each of the Administrative Agent, the Collateral Agent, the Issuing Lenders and Lenders in connection with any (x) waiver of an Event of Default that has occurred and is continuing, (y) the enforcement of this Agreement and the other Loan Credit Documents and the documents and instruments referred to herein and therein or (z) in connection with any 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 (limited in the case of legal feesincluding, in the case of each of clause (x)case, (y) and (z) above, to the reasonable fees and documented or invoiced out‑of‑pocket costs and expenses disbursements of one counsel counsel, one consultant and one local counsel in any each relevant material jurisdiction (in each casejurisdiction, as selected by the Administrative Agent) for the Administrative AgentAgent and, after the Revolving Agentoccurrence of an Event of Default, one counsel and one financial advisor for the Lead Arrangers and the group of Issuing Lenders and their respective Affiliates (taken as a whole) (one counsel and one financial advisor for the group of Lenders and, if reasonably necessary, solely in the event case of any actual or perceived a conflict of interest as determined by the affected Person, one additional counsel for such in each applicable jurisdiction to the affected Lenders (taken as a wholePerson); (ii) [reserved]; (iiib) pay and hold the Administrative Agent, the Revolving Collateral Agent, each of the Lead Arrangers Issuing Lenders and each 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 hold save the Administrative Agent, the Revolving Agent Collateral Agent, each of the Issuing Lenders and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Administrative Agent, the Revolving Agent such Issuing Lender or such Lender) to pay such taxes; and (ivc) indemnify the Administrative Agent, the Revolving Collateral Agent, the Lead Arrangers, each Issuing Lender and each of their respective AffiliatesLender, and each of their respective officers, directors, employees, advisorsrepresentatives, agents, affiliates, trustees and agents investment advisors (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 documented expenses disbursements (limited in the case of legal including reasonable attorneys’ and consultants’ fees and expenses to the reasonable and documented or invoiced fees, disbursements and other charges of one counsel for the Indemnified Persons (taken as a whole) (and, in the case of an actual or perceived conflict of interest, one additional counsel to the affected Indemnified Persons, taken as a whole) and, if reasonably necessary, one local counsel in each relevant material jurisdiction (which may include a single special counsel acting in multiple jurisdictionsdisbursements) 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 the Administrative Agent, the Revolving Collateral Agent, any Lead Arranger Issuing Lender 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 Loan Credit 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, Agreement or any other Loan Credit Document or the use of any Letter of Credit or the proceeds of any Loans hereunder or the consummation of the Transactions Transaction or any other transactions contemplated herein or in any other Loan Credit Document or the exercise of any of their rights or remedies provided herein or in the other Loan Credit Documents, or (bii) the actual or alleged presence of Hazardous Materials of Environmental Concern in the air, surface water or groundwater or on the surface or subsurface of any Real Property (i) currently at any time owned, leased or operated by Holdings, the Borrower any Credit Party or any of 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 respective Subsidiaries, (c) the generation, storage, transportation, handling or disposal of Hazardous Materials of Environmental Concern by Holdings, the Borrower any Credit Party or any of their respective Subsidiaries at any location, whether or not owned, leased or operated by Holdings, the Borrower any Credit Party or any of their respective Subsidiaries, (d) the non‑compliance non-compliance by Holdings, the Borrower any Credit Party or any of their respective Subsidiaries with any Environmental Law (including applicable permits issued Environmental Permits thereunder), or (e) any related claim Environmental Claim asserted against Holdingsany Credit Party, the Borrower or any of their respective Subsidiaries or any Real Property currently at any time owned, leased or operated by Holdings, the Borrower any Credit Party 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; provided that no Indemnified Person will be indemnified for proceeding (but excluding (x) any losslosses, claimliabilities, damageclaims, liability, cost damages or expense expenses to the extent it has resulted from (w) incurred by reason of the gross negligence, bad faith negligence or willful misconduct of such the Indemnified Person or any of its Affiliates, officers, directors, employees, advisors, or agents to be indemnified (as determined by a court of competent jurisdiction in a final and non‑appealable nonappealable 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 (z) any dispute between and disputes solely among Indemnified Persons (other than a dispute involving claims (A) any disputes relating to any act or omission of any Credit Party or its Affiliates and (B) any claim against the Administrative Agent, the Revolving Agent or the Collateral Agent, any Lead Arrangers Arranger or any other agent Issuing Lender in its capacity or co‑agent in fulfilling such roles under or pursuant to this Agreement) and (if anyz) any losses, liabilities, claims, damages or expenses relating to the matters referred to in Sections 2.10, 2.11, 3.06 and 5.04 (and solely which shall be the sole remedy in the case of a co-agent, solely in connection with its syndication respect of the Term Facility and Revolving Facility) that a court of competent jurisdiction has determined in a final and non‑appealable decision did not involve actions or omissions of any Affiliate of Holdings or any of its Subsidiaries. None of the Borrower, the Guarantors, the Administrative Agent, the Revolving Agent, the Lead Arrangers, any Lender, any Issuing Bank or any of their respective Affiliates or any other Indemnified Person shall be liable for any indirect, special, punitive, exemplary or consequential (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 matters set forth in this Section 12.01 of any Loan Partytherein)). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, the Revolving Collateral Agent, any Issuing Bank Lender or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower the 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. 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 Credit Party shall not assert, and hereby waives, any claim against any Indemnified Person or any other Person party hereto or their respective AffiliatesPerson, 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 Agreement, any other Credit Document or any agreement or instrument contemplated herebyhereby or thereby, the transactions contemplated hereby or thereby, any Loan Loan, Letter of Credit 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 other Loan Credit Documents or the transactions contemplated hereby or thereby, except to the extent the liability of such Indemnified Person results from such Indemnified Person’s gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non‑appealable nonappealable decision). No Loan PartyIn addition, Permitted Holder nor any of their respective Affiliates willthe Borrowers jointly and severally agree to reimburse the Administrative Agent and the Collateral Agent for all reasonable third party administrative, without audit and monitory expenses incurred in connection with 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 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 Borrowing Base 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 Persondeterminations thereunder.

Payment of Expenses, etc. The Borrower Subject to Section 14.07, the Borrowers hereby agrees jointly and severally agree to: (ia) whether or not the transactions herein contemplated are consummated, pay all reasonable and documented or invoiced out‑of‑pocket out-of-pocket costs and expenses (aincluding Expenses) (i) of the Administrative Agent, the Revolving Agent and the Lead Arrangers (limited in the case of legal fees and expenses to including the reasonable and documented or invoiced fees, fees and disbursements and other charges of one outside counsel and, if reasonably necessary, one local Sxxxxxx Xxxxxxx & Bxxxxxxx LLP as counsel to the Administrative Agent, one local counsel in each relevant jurisdiction and consultants and the Revolving Agent, reasonable and documented fees and expenses in connection with the Lead Arrangers appraisals and Lenders (which term includes each Issuing Bank for purposes of this Article XIIcollateral examinations required pursuant to Section 9.01(j), taken as a whole, in any relevant material jurisdiction) in connection with the preparation, execution, delivery and administration of this Agreement and the other Loan Credit Documents and the documents and instruments referred to herein and therein and any amendment, modification, waiver or consent relating hereto or thereto, (b) of the Administrative Agent, the Revolving Agent, the Lead Arrangers and their respective Affiliates in connection with its or their syndication of the Term Facility and (cii) of the Administrative Agent and its Affiliates in connection with their syndication efforts with respect to this Agreement, (iii) of the Revolving Administrative Agent and, and each Issuing Lender in connection with the Letter of Credit Back-Stop Arrangements entered into by such Persons and (iv) after the occurrence and during the continuance of an Event of Default, of each of the Administrative Agent, the Issuing Lenders, the Swingline Lender and the other Lenders in connection with any (x) waiver of an Event of Default that has occurred and is continuing, (y) the enforcement of this Agreement and the other Loan Credit Documents and the documents and instruments referred to herein and therein or (z) in connection with any 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 (limited in including the case reasonable and documented fees and disbursements of legal fees, in the case of each of clause (x)) counsel and consultants of the Administrative Agent, (y) counsel for the respective Issuing Lenders entering into Letter of Credit Backstop Arrangements and (z) aboveone additional firm of counsel for the Issuing Lenders, to the reasonable Swingline Lender and documented or invoiced out‑of‑pocket costs and expenses of one counsel and one local counsel in any relevant material jurisdiction (the other Lenders as a group in each caseof the United States and the Netherlands); and (b) indemnify the Arrangers, as selected by the Administrative Agent) for the Administrative Agent, the Revolving Collateral Agent, the Lead Arrangers and the Lenders and their respective Affiliates (taken as a whole) (and, if reasonably necessary, in the event of any actual or perceived conflict of interest one additional counsel for such affected Lenders (taken as a whole); (ii) [reserved]; (iii) pay and hold the Administrative AgentSyndication Agents, the Revolving AgentCo-Documentation Agents, each Issuing Lender, the Lead Arrangers and each of the Lenders harmless from and against any and all Other Taxes with respect to the foregoing matters and hold the Administrative Agent, the Revolving Agent and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Administrative Agent, the Revolving Agent or such Swingline Lender) to pay such taxes; and (iv) indemnify the Administrative Agent, the Revolving Agent, the Lead Arrangers, each other Lender and each of their respective Affiliatesaffiliates, and each of their and their affiliates’ respective officers, directors, partners, employees, advisorsrepresentatives, agents, trustees and agents investment advisors (each, an “Indemnified Person”) from and hold each of them harmless from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions (including removal or remedial actions), judgments, suits, costs, expenses and disbursements (including reasonable and documented expenses out-of-pocket attorneys’ and consultants’ fees and disbursements (limited but limited, in the case of legal attorneys’ fees and expenses disbursements, to one counsel to the reasonable and documented or invoiced feesIndemnified Persons, disbursements and other charges of taken as a whole, one local counsel for the Indemnified Persons (Persons, taken as a whole) (, in each relevant jurisdiction, and, solely in the case of an actual or perceived conflict of interestinterests, one additional counsel in each relevant jurisdiction to the each group of affected Indemnified PersonsPersons similarly situated, taken as a whole) and, if reasonably necessary, one local counsel in each relevant material jurisdiction (which may include a single 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, (ai) any claim, investigation, litigation or other proceeding (whether or not the Arrangers, the Administrative Agent, the Revolving Collateral Agent, the Syndication Agents, the Co-Documentation Agents, any Lead Arranger Issuing Lender, the Swingline Lender or any 181 other Lender is a party thereto and whether or not such claim, investigation, litigation or other proceeding is brought by or on behalf of any Loan Credit 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, Agreement or any other Loan Credit Document or the issuance, amendment, renewal, extension or use of any Letter of Credit or the proceeds of any Loans or Letters of Credit hereunder (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 consummation of the Transactions Transaction or any other transactions contemplated herein or in any other Loan Credit Document or the exercise of any of their rights or remedies provided herein or in the other Loan Credit Documents, (bii) the actual or alleged presence of Hazardous Materials of Environmental Concern in the air, surface water or groundwater or on the surface or subsurface of any Real Property (i) currently at any time owned, leased or operated by Holdings, the Borrower Company or any of 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 its Subsidiaries, (c) the generation, storage, transportation, handling or disposal of Hazardous Materials of Environmental Concern by Holdings, the Borrower Company or any of their its Subsidiaries at any location, whether or not owned, leased or operated by Holdings, the Borrower Company or any of their its Subsidiaries, (d) the non‑compliance non-compliance by Holdings, the Borrower Company or any of their its Subsidiaries with any Environmental Law (including applicable permits issued thereunder)) applicable to any Real Property, or (e) any related claim Environmental Claim asserted against Holdingsthe Company, the Borrower or any of their its Subsidiaries or any Real Property currently at any time owned, leased or operated by Holdings, the Borrower Company or any of their its Subsidiaries, (iii) (x) the handling of the Credit Account and Collateral of the Borrowers as provided in this Agreement or (y) the Agents’, the Swingline Lender’s, the Issuing Lenders’ and the other Lenders’ relying on any instructions of the Company, or (z) any other action taken by the Agents, the Swingline Lender, the Issuing Lenders or the other Lenders hereunder or under the other Credit Documents or in respect of any Letter of Credit, or (iv) the performance by the Administrative Agent of its duties under Section 13.15 including, in each case, without limitationcase and subject to the limitations set forth in this Section, the reasonable and documented out-of-pocket fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding; provided that no Indemnified Person will be indemnified for proceeding (but, in each case, excluding from clause (b) above, any losslosses, claimliabilities, damageclaims, liability, cost damages or expense expenses (A) to the extent it has resulted from (w) incurred by reason of the gross negligence, bad faith negligence or willful misconduct of such the Indemnified Person or any of its Affiliates, officers, directors, employees, advisors, or agents to be indemnified (as determined by a court of competent jurisdiction in a final and non‑appealable non-appealable decision), (xB) constituting taxes (other than any settlement entered into by such Indemnified Person without the Borrower’s written consent (such consent not to be unreasonably withheld taxes that represent losses, liabilities, claims, damages or delayed) (but if settled with the Borrower’s written consent or if there is a final judgment against such Indemnified Person in expenses arising from any such non-tax 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 (zC) any dispute arising out of disputes solely between and among Indemnified Persons (other than a dispute involving claims against to the Administrative Agent, the Revolving Agent extent such disputes do not involve any act 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 omission of the Term Facility and Revolving Facility) that a court of competent jurisdiction has determined in a final and non‑appealable decision did not involve actions or omissions of any Affiliate of Holdings Company or any of its Subsidiaries. None of the Borrower, the Guarantors, the Administrative Agent, the Revolving Agent, the Lead Arrangers, any Lender, any Issuing Bank Subsidiaries or any of their respective Affiliates or any (other than claims against an Indemnified Person shall be liable for any indirectacting in its capacity as Agent, specialArranger, punitiveSwingline Lender, exemplary Issuing Lender or consequential (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 Loan Partysimilar role)). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, the Revolving Agent, any Issuing Bank Lender, the Swingline Lender or any other Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower the 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. 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, no Borrower or any of their respective Affiliates or any other Indemnified Person shall not assert, and each hereby waives, any claim against any Indemnified Person Borrower or any other Person party hereto or their respective AffiliatesIndemnified Person, 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 Agreement, any other Credit Document or any agreement or instrument contemplated herebyhereby or thereby, the transactions contemplated hereby or thereby, any Loan Loan, Letter of Credit or the use of the proceeds thereof; provided that nothing in this sentence shall limit any Borrower’s indemnification obligations to the extent such special, indirect, consequential or incidental damages are included in any third-party claim against an Indemnified Person in connection with which such Indemnified Person is otherwise entitled to indemnification under this Agreement or any other Credit Document. 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 other Loan Credit Documents or the transactions contemplated hereby or thereby, except to the extent the liability of such Indemnified Person results from such Indemnified Person’s gross 182 negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non‑appealable non-appealable decision). No Loan PartyIn addition, Permitted Holder nor any of their respective Affiliates willthe U.S. Borrowers jointly and severally agree to reimburse the Administrative Agent for all reasonable and documented out-of-pocket third-party administrative, without audit and monitory expenses incurred in connection with 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 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 Borrowing Base 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 Persondeterminations thereunder.

Payment of Expenses, etc. The U.S. Borrower hereby agrees to: (i) pay all reasonable and documented or invoiced out‑of‑pocket out-of-pocket costs and expenses (a) of the Administrative Agent, the Revolving Agent and the Lead Arrangers Collateral Agent (limited in including, the case of legal reasonable fees and expenses to the reasonable disbursements of White & Case LLP and documented or invoiced fees, disbursements and other charges of one outside counsel and, if reasonably necessary, one a single local counsel to the Administrative Agent, the Revolving Agent, the Lead Arrangers and Lenders (which term includes Agent in each Issuing Bank for purposes of this Article XII), taken as a whole, in any relevant material jurisdiction) in connection with the preparation, execution, delivery and administration of this Agreement and the other Loan Documents and the documents and instruments referred to herein and therein and any amendment, modification, waiver or consent relating hereto or thereto, (b) of the Administrative Agent, the Revolving Agent, the Lead Arrangers Agent and their respective its Affiliates in connection with its or their syndication of the Term Facility efforts with respect to this Agreement and (c) of the Administrative Agent Agent, of each Issuing Lender and the Revolving Agent Swingline Lender in connection with the Back-Stop Arrangements entered into by such Persons and, after the occurrence and during the continuance of an Event of Default, of the Collateral Agent, each of the Issuing Lenders and Lenders in connection with any (x) waiver of an Event of Default that has occurred and is continuing, (y) the enforcement of this Agreement and the other Loan Documents and the documents and instruments referred to herein and therein or (z) in connection with any 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 (limited in the case of legal feesincluding, in the case of each of clause (x)case, (y) and (z) above, to the reasonable and documented or invoiced out‑of‑pocket out-of-pocket costs and expenses of one counsel special counsel, one consultant and one local counsel in any each relevant material jurisdiction (in each case, as selected by the Administrative Agent) for the Administrative AgentAgent and, after the Revolving Agentoccurrence and during the continuance of an Event of Default, for the Lead Arrangers group of Issuing Lenders and the group of Lenders and their respective Affiliates (taken as a whole) (and, if reasonably necessary, solely in the event case of any actual or perceived potential conflict of interest as determined by the affected Issuing Lender or Lender, one additional counsel for such affected Lenders (taken as a wholePerson); (ii) [reserved]; (iii) pay and hold the Administrative Agent, each of the Revolving Agent, the Lead Arrangers Issuing Lenders and each 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 hold save the Administrative Agent, each of the Revolving Agent Issuing Lenders and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Administrative Agent, the Revolving Agent such Issuing Lender or such Lender) to pay such taxes; and (iviii) indemnify the Administrative Agent, the Revolving Collateral Agent, the Lead Arrangers, each Issuing Lender and each of their respective AffiliatesLender, and each of their respective officers, directors, employees, advisorsrepresentatives, agents, affiliates, trustees and agents investment advisors (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 documented expenses disbursements (limited in the case of legal fees and expenses to the including reasonable and documented or invoiced fees, disbursements out-of-pocket attorneys’ and other charges of one counsel for the Indemnified Persons (taken as a whole) (and, in the case of an actual or perceived conflict of interest, one additional counsel to the affected Indemnified Persons, taken as a whole) and, if reasonably necessary, one local counsel in each relevant material jurisdiction (which may include a single special counsel acting in multiple jurisdictionsconsultants’ fees and disbursements) 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 Collateral Agent, any Lead Arranger Issuing Lender 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 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, Agreement or any other Loan Document or the use of any Letter of Credit or the proceeds of any Loans hereunder or the consummation of the Transactions Transaction or any other transactions contemplated herein or in any other Loan Document or the exercise of any of their rights or remedies provided herein or in the other Loan Documents, or (b) the actual or alleged presence of Materials of Environmental Concern in the air, surface water or groundwater or on the surface or subsurface of any Real Property (i) currently at any time owned, leased or operated by Holdings, the Borrower Holdings or any of 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 its Subsidiaries, (c) the generation, storage, transportation, handling or disposal of Materials of Environmental Concern by Holdings, the Borrower Holdings or any of their its Subsidiaries at any location, whether or not owned, leased or operated by Holdings, the Borrower Holdings or any of their its Subsidiaries, (d) the non‑compliance non-compliance by Holdings, the Borrower Holdings or any of their its Subsidiaries with any Environmental Law (including applicable permits issued thereunder)) applicable to any Real Property, or (e) any related claim asserted against Holdings, the Borrower or any of their its Subsidiaries or any Real Property currently owned, leased or operated by Holdings, the Borrower Holdings or any of their 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; provided provided, that no Indemnified Person will be indemnified for (i) any losscost, claim, damage, liability, cost expense or expense liability to the extent it has determined by a court of competent jurisdiction in a final and non-appealable decision to have resulted from (w) the gross negligence, bad faith or willful misconduct of such Indemnified Person or any of its Affiliates, Affiliates or controlling persons or any of the officers, directors, employees, advisorsagents or members of any of the foregoing, a material breach under this Agreement or agents any other Loan Document by any such persons or disputes between and among Indemnified Persons (as determined other than disputes against the Administrative Agent, the Collateral Agent or any Swingline Lender or Issuing Lender in such capacity or which involves an act or omission by a court of competent jurisdiction in a final and non‑appealable decisionBorrower or its Affiliates), (xii) any settlement entered into by such Indemnified Person person without the U.S. 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 (ziii) any dispute between and among Indemnified Persons (Taxes, other than a dispute involving claims against the Administrative Agent, the Revolving Agent any Taxes that represent losses or the Lead Arrangers or damages arising from any other agent or co‑agent (if any) (and solely in the case of a conon-agent, solely in connection with its syndication of the Term Facility and Revolving Facility) that a court of competent jurisdiction has determined in a final and non‑appealable decision did not involve actions or omissions of any Affiliate of Holdings or any of its Subsidiaries. None of the Borrower, the Guarantors, the Administrative Agent, the Revolving Agent, the Lead Arrangers, any Lender, any Issuing Bank or any of their respective Affiliates or any other Indemnified Person shall be liable for any indirect, special, punitive, exemplary or consequential (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 Loan PartyTax claim. To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, the Revolving Agent, any Issuing Bank Lender or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the U.S. Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. For clarity, the term “Administrative Agent” as used in this Section 12.01 13.1 shall include the Administrative Agent acting in its capacity as Collateral Agent under the Loan Documents and any Auction Manager appointed pursuant to this AgreementDocuments. To the full extent permitted by applicable law, each of Holdings and 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 Borrowers shall not assert, and hereby waives, any claim against any Indemnified Person or any other Person party hereto or their respective AffiliatesPerson, 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 liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby, except to the extent the liability of such Indemnified Person results from such Indemnified Person’s gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non‑appealable non appealable decision). 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 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 to the admission, fault or culpability or failure to act by such Indemnified Person.

Payment of Expenses, etc. The Borrower hereby agrees to: (ia) whether or not the transactions herein contemplated are consummated, pay all reasonable and documented or invoiced out‑of‑pocket out-of-pocket costs and expenses (aincluding Expenses) of the Administrative Agent, the Revolving Agent and the Lead Arrangers Syndication Agent (limited including, without limitation, the reasonable fees and disbursements of White & Case LLP and one (1) local law firm in each relevant jurisdiction (if applicable) and consultants and the case of legal fees and expenses in connection with the appraisals and collateral examinations delivered prior to the reasonable and documented or invoiced fees, disbursements and other charges of one outside counsel and, if reasonably necessary, one local counsel Effective Date required pursuant to the Administrative Agent, the Revolving Agent, the Lead Arrangers and Lenders (which term includes each Issuing Bank for purposes of this Article XIISection 9.01(l), taken as a whole, in any relevant material jurisdiction) in connection with the preparation, execution, delivery and administration of this Agreement and the other Loan Credit Documents and the documents and instruments referred to herein and therein and any amendment, modification, waiver or consent relating hereto or thereto, (b) of the Administrative Agent, the Revolving Agent, the Lead Arrangers Syndication Agent and their respective Affiliates in connection with its or their syndication of the Term Facility efforts with respect to this Agreement and (c) of the Administrative Agent and each Issuing Lender in connection with the Revolving Agent 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 Administrative Agent, the Syndication Agent, the Issuing Lenders and Lenders in connection with any (x) waiver of an Event of Default that has occurred and is continuing, (y) the enforcement of this Agreement and the other Loan Credit Documents and the documents and instruments referred to herein and therein or (z) in connection with any 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 (limited in the case of legal feesincluding, in the each case of each of clause (x)without limitation, (y) and (z) above, to the reasonable fees and documented or invoiced out‑of‑pocket costs and expenses disbursements of one (1) primary counsel and one (1) local counsel law firm in any each relevant material jurisdiction (in each case, as selected by the Administrative Agentif applicable) and consultants for the Administrative Agent, the Revolving Agent, the Lead Arrangers Agent and the Syndication Agent and, after the occurrence of an Event of Default, one (1) counsel for the group of Issuing Lenders and their respective Affiliates (taken as a whole) (and, if reasonably necessaryLenders and solely, in the event case of any actual or perceived a conflict of interest as determined by the affected Person, one (1) additional counsel for such in the applicable jurisdiction to the affected Lenders (taken as a wholePerson); (ii) [reserved]; (iiib) pay and hold the Administrative Agent, the Revolving Syndication Agent, each of the Lead Arrangers Issuing Lenders and each 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 hold save the Administrative Agent, the Revolving Agent Syndication Agent, each of the Issuing Lenders and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Administrative Agent, the Revolving Agent such Issuing Lender or such Lender) to pay such taxes; and (ivc) indemnify each Lead Arranger, the Administrative Agent, the Revolving Collateral Agent, the Lead ArrangersSyndication Agent, the Co-Documentation Agents, each Issuing Lender and each of their respective AffiliatesLender, and each of their respective officers, directors, employees, advisorsrepresentatives, agents, affiliates, trustees and agents investment advisors (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 documented expenses disbursements (limited in the case of legal including reasonable attorneys’ and consultants’ fees and expenses to the reasonable and documented or invoiced fees, disbursements and other charges of one counsel for the Indemnified Persons (taken as a whole) (and, in the case of an actual or perceived conflict of interest, one additional counsel to the affected Indemnified Persons, taken as a whole) and, if reasonably necessary, one local counsel in each relevant material jurisdiction (which may include a single special counsel acting in multiple jurisdictionsdisbursements) 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 the Lead Arrangers, the Administrative Agent, the Revolving Collateral Agent, the Syndication Agent, the Co-Documentation Agents, any Lead Arranger Issuing Lender 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 Loan Credit 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, Agreement or any other Loan Credit Document or the use of any Letter of Credit or the proceeds of any Loans hereunder or the consummation of the Transactions Transaction or any other transactions contemplated herein or in any other Loan Credit Document or the exercise of any of their rights or remedies provided herein or in the other Loan Credit Documents, or (bii) the actual or alleged presence of Hazardous Materials of Environmental Concern in the air, surface water or groundwater or on the surface or subsurface of any Real Property (i) currently at any time owned, leased or operated by Holdings, the Borrower Holdings or any of 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 its Subsidiaries, (c) the generation, storage, transportation, handling or disposal of Hazardous Materials of Environmental Concern by Holdings, the Borrower Holdings or any of their its Subsidiaries at any location, whether or not owned, leased or operated by Holdings, the Borrower Holdings or any of their its Subsidiaries, (d) the non‑compliance non-compliance by Holdings, the Borrower Holdings or any of their its Subsidiaries with any Environmental Law (including applicable permits issued thereunder)) applicable to any Real Property, or (e) any related claim Environmental Claim asserted against Holdings, the Borrower or any of their its Subsidiaries or any Real Property currently at any time owned, leased or operated by Holdings, the Borrower Holdings or any of their 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; provided that no Indemnified Person will be indemnified for proceeding (but excluding any losslosses, claimliabilities, damageclaims, liability, cost damages or expense expenses to the extent it has resulted from (w) incurred by reason of the bad faith, gross negligence, bad faith negligence or willful misconduct of such the Indemnified Person or any of its Affiliates, officers, directors, employees, advisors, or agents to be indemnified (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 (z) 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 a court of competent jurisdiction has determined in a final and non‑appealable decision did not involve actions or omissions of any Affiliate of Holdings or any of its Subsidiaries. None of the Borrower, the Guarantors, the Administrative Agent, the Revolving Agent, the Lead Arrangers, any Lender, any Issuing Bank or any of their respective Affiliates or any other Indemnified Person shall be liable for any indirect, special, punitive, exemplary or consequential (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 Loan Party. To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, the Revolving Agent, any Issuing Bank Lender or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. 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 Holdings and 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 Borrower shall not assert, and hereby waives, any claim against any Indemnified Person or any other Person party hereto or their respective AffiliatesPerson, 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 Agreement, any other Credit document or any agreement or instrument contemplated herebyhereby or thereby, the transactions contemplated hereby or thereby, any Loan Loan, Letter of Credit 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 other Loan Credit Documents or the transactions contemplated hereby or thereby, except to the extent the liability of such Indemnified Person results from such Indemnified Person’s bad faith, gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non‑appealable non-appealable decision). No Loan PartyIn addition, Permitted Holder nor any of their respective Affiliates willthe Borrower agrees to reimburse the Administrative Agent and the Syndication Agent for all reasonable third party administrative, without audit and monitory expenses incurred in connection with 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 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 Borrowing Base 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 Persondeterminations thereunder.

Payment of Expenses, etc. The Borrower hereby agrees toBorrowers jointly and severally shall: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable and documented or invoiced out‑of‑pocket out-of-pocket costs and expenses of (aA) of the Administrative AgentAgent and its affiliates (including, without limitation, the Revolving Agent and the Lead Arrangers (limited in the case of legal reasonable fees and expenses to the reasonable and documented or invoiced fees, disbursements and other charges of one outside counsel 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 material jurisdictionWhite & Case LLP) in connection with the preparation, execution, execution and delivery and administration of this Agreement and the other Loan Credit Documents and the documents and instruments referred to herein and therein therein, any addition of a Real Estate Asset to, or removal of a Borrowing Base Property from, the Borrowing Base, and any amendment, modification, waiver or consent relating hereto to this Agreement, the other Credit Documents or theretothe documents and instruments referred to herein and therein, (bB) of the Administrative Agent, the Revolving Agent, the Lead Arrangers and their respective Affiliates in connection with its or their syndication of the Term Facility and (c) of the 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 Revolving Administrative Agent and its affiliates and, after the occurrence and during the continuance of an Event of Default, each of the Lenders in connection with any (x) waiver of an Event of Default that has occurred and is continuing, (y) the enforcement of this Agreement and the other Loan Credit Documents and the documents and instruments referred to herein and therein or (z) 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 (limited in the case of legal feesincluding, in the each case in respect of each of clause preceding clauses (xA), (yB) and (zC) abovewithout 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 entitled to be reimbursed for one primary counsel and, to 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 each jurisdiction in which the Administrative Agent has made such a determination) and documented or invoiced out‑of‑pocket costs (y) after the occurrence of an Event of Default, also the reasonable fees and expenses disbursements of only one counsel and one local counsel in any relevant material jurisdiction (in each case, as selected by the Administrative Agent) for the Administrative Agent, the Revolving Agent, the Lead Arrangers and the other Lenders and their respective Affiliates (taken as a whole) (and, if reasonably necessary, in the event of any actual or perceived conflict of interest one additional counsel for such affected Lenders (taken as a wholegroup); (ii) [reserved]; (iii) pay and hold the Administrative Agent, the Revolving Agent, the Lead Arrangers Agent and each 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 hold save the Administrative Agent, the Revolving Agent and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Administrative Agent, the Revolving Agent or such Lender) to pay such taxes; and (iviii) indemnify the Administrative AgentAgent and each Lender, the Revolving Agent, the Lead Arrangers, each Lender and each of their respective Affiliates, and their respective affiliates officers, directors, employees, advisors, representatives and 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, expenses and documented expenses disbursements (limited in the case of legal including reasonable attorneys’ and consultants’ fees and expenses to the reasonable and documented or invoiced fees, disbursements and other charges of one counsel for the Indemnified Persons (taken as a whole) (and, in the case of an actual or perceived conflict of interest, one additional counsel to the affected Indemnified Persons, taken as a whole) and, if reasonably necessary, one local counsel in each relevant material jurisdiction (which may include a single special counsel acting in multiple jurisdictionsdisbursements) 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 Lead Arranger Agent 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 Loan Credit 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, Agreement or any other Loan Credit Document or the use of proceeds of any Loans hereunder or the consummation of the Transactions or any other transactions contemplated herein or in any other Loan Credit Document or the exercise of any of their rights or remedies provided herein or in the other Loan Credit Documents, or (b) the actual or alleged presence of Hazardous Materials of Environmental Concern in the air, surface surface, water or groundwater or on the surface or subsurface of any Real Property (i) currently at any time owned, leased or operated by Holdings, any of the Borrower Credit Parties or any of 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 respective Subsidiaries, (c) the generation, storage, transportation, handling or disposal of Hazardous Materials by any of Environmental Concern by Holdings, the Borrower Credit Parties or any of their respective Subsidiaries at any location, whether or not owned, leased or operated by Holdings, any of the Borrower Credit Parties or any of their respective Subsidiaries, (d) the non‑compliance by Holdings, the Borrower or any non-compliance of their Subsidiaries with any Environmental Law (including applicable permits issued thereunder), or (e) any related claim asserted against Holdings, the Borrower or any of their Subsidiaries or any Real Property currently at any time owned, leased or operated by Holdings, any of the Borrower Credit Parties or any of 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; provided that no Indemnified Person will be indemnified for proceeding (but excluding any losslosses, claimliabilities, damageclaims, liability, cost damages or expense expenses to the extent it has resulted from (w) incurred by reason of the gross negligence, bad faith negligence or willful misconduct of such Indemnified the Person or any of its Affiliates, officers, directors, employees, advisors, or agents to be indemnified (as determined by a court of competent jurisdiction in a final and non‑appealable non-appealable decision)). In addition, (x) the foregoing indemnification in favor of any settlement entered into by such Indemnified Person without director, officer, employee, representative or agent of 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 Administrative Agent or any other Loan Document by such Indemnified Person or one of its Affiliates and Lender shall be solely in their respective officerscapacities as such director, directorsofficer, employeesemployee, advisors and agents (as determined in a final non‑appealable judgment of a court of competent jurisdiction) representative or (z) 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 a court of competent jurisdiction has determined in a final and non‑appealable decision did not involve actions or omissions of any Affiliate of Holdings or any of its Subsidiaries. None of the Borrower, the Guarantors, the Administrative Agent, the Revolving Agent, the Lead Arrangers, any Lender, any Issuing Bank or any of their respective Affiliates or any other Indemnified Person shall be liable for any indirect, special, punitive, exemplary or consequential (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 Loan Party. To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, the Revolving Agent, any Issuing Bank Lender or any Lender other indemnified person set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower the Borrowers shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. 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 liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby, except to the extent the liability of such Indemnified Person results from such Indemnified Person’s gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non‑appealable decision). 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 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 to the admission, fault or culpability or failure to act by such Indemnified Person.

Payment of Expenses, etc. (a) The Borrower hereby agrees to: (i) pay all reasonable and documented or invoiced out‑of‑pocket out-of-pocket costs and expenses (a) of the Administrative Agent, the Revolving Agent and the Lead Arrangers Arranger (limited in including, without limitation, the case of legal reasonable fees and expenses to the reasonable disbursements of Milbank, Tweed, Hxxxxx & MxXxxx LLP and documented or invoiced fees, disbursements and other charges of one outside counsel and, if reasonably necessary, one local counsel to the Administrative AgentAgent in each relevant jurisdiction and one regulatory counsel) and the Collateral Agent (including, without limitation, the Revolving Agent, reasonable fees and disbursements of one primary counsel to the Lead Arrangers Collateral Agent and Lenders such other counsel to the Collateral Agent to be engaged by it on a reasonable and customary basis) (which term includes and each Issuing Bank for purposes of this Article XII), taken as a whole, in any relevant material jurisdictionthe foregoing Persons’ Related Parties) in connection with the preparation, execution, delivery and administration of this Agreement and the other Loan Credit Documents and the documents and instruments referred to herein and therein therein, the administration of the Credit Events and Commitments, the perfection and maintenance of the Liens securing the Collateral and any amendment, modification, waiver or consent relating hereto or thereto, (b) of the Administrative Agent, the Revolving AgentAgents, the Lead Arrangers Arranger (and each of the foregoing Persons’ Related Parties) and their respective Affiliates in connection with its or their syndication efforts with respect to this Agreement and each of the Term Facility Agents, the Lead Arranger and (c) of the Administrative Agent and the Revolving Agent and, after the occurrence and during the continuance of an Event of Default, each of the Lenders in connection with any (x) waiver the enforcement of, or protection of an Event of Default that has occurred and is continuingtheir rights under, (y) enforcement of this Agreement and the other Loan Credit Documents and the documents and instruments referred to herein and therein or (z) in connection with any 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 (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 counsel and one local counsel in any relevant material jurisdiction (in each case, as selected by the 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, in the event of any actual or perceived conflict of interest one additional counsel for such affected Lenders (taken as a whole)proceedings; (ii) [reserved]; (iii) pay and hold the Administrative Agent, the Revolving AgentAgents, the Lead Arrangers Arranger and each of the Lenders (and each of their respective Related Parties) harmless from and against any and all Other Taxes present and future stamp, court, intangible, recording, filing, excise and other similar documentary taxes with respect to the foregoing matters and hold the Administrative AgentAgents, the Revolving Agent Lead Arranger and each of the Lenders (and each of their respective Related Parties) 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, the Revolving Agent or such Lender) to pay such taxes; and (iviii) indemnify the Administrative Agent, the Revolving AgentAgents, the Lead ArrangersArranger and each Lender, each Lender and each of their respective Affiliates, and their respective officers, directors, employees, advisors, and agents Related Parties (each, an “Indemnified Person”) from and hold each of them harmless from and against any and all liabilities, obligations (including removal or remedial actions), actual losses, damages, penalties, claims, actions, judgments, awards, suits, costs, expenses and documented expenses disbursements (limited in the case of legal including, with respect to any such Proceeding, reasonable out-of-pocket fees and expenses to the reasonable and documented or invoiced fees, disbursements and other charges of one counsel for the Indemnified Persons (taken as a whole) (and, in the case of an actual or perceived conflict of interest, one additional counsel to the affected Indemnified Persons, taken as a whole) and, if reasonably necessary, one local counsel in each relevant material jurisdiction (which may include a single special counsel acting in multiple jurisdictionscounsel) 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 claimprivate, investigationregulatory, litigation self-regulatory or governmental requests, inquiries, investigations, actions, claims, interrogatories, subpoenas, suits, litigation, injunction or other proceeding (whether or not the Administrative any Agent, the Revolving Agent, any Lead Arranger or any Lender is a party thereto and whether or not such claim, investigation, litigation or other proceeding any of the foregoing is brought by or on behalf of any Loan PartyCredit Party (collectively, the Permitted Holders and their respective Affiliates and creditors and any other third person“Proceedings”) related to the entering into and/or performance of this Agreement, Agreement or any other Loan Credit Document or the use of proceeds of any Loans hereunder or the consummation of the Transactions Transaction or any other transactions contemplated herein or in any other Loan Credit Document or the exercise of any of their rights rights, duties or remedies provided herein or in the other Loan DocumentsCredit Documents (including the performance by the Administrative Agent of its duties under Section 12.15), or (b) the actual or alleged presence of Hazardous Materials of Environmental Concern in the air, surface water or groundwater or on the surface or subsurface of any Real Property (i) currently at any time owned, leased or operated by Holdings, the Borrower or any of 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 its Restricted Subsidiaries, (c) the generation, storage, transportation, handling or disposal of Hazardous Materials of Environmental Concern by Holdings, the Borrower or any of their its Restricted Subsidiaries at any location, whether or not owned, leased or operated by Holdings, the Borrower or any of their its Restricted Subsidiaries, (d) the non‑compliance non-compliance by Holdings, the Borrower or any of their its Restricted Subsidiaries with any Environmental Law (including applicable permits issued thereunder)) applicable to any Real Property, or (e) any related claim Environmental Claim, asserted against Holdingsthe Borrower, the Borrower or any of their its Restricted Subsidiaries or any Real Property currently at any time owned, leased or operated by Holdings, the Borrower or any of their its 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 or other proceedingProceeding; provided that no that, notwithstanding the foregoing, such indemnity shall not, as to any Indemnified Person will Person, be indemnified for any loss, claim, damage, liability, cost or expense available to the extent it has that such liabilities, obligations, actual losses, damages, penalties, claims, demands, actions, judgments, suits, reasonable out-of-pocket costs, expenses or disbursements resulted primarily and directly from (w) the gross negligence, bad faith negligence or willful misconduct of such Indemnified Person or of any director, officer, employee, agent or attorney-in-fact of its Affiliatessuch Indemnified Person, officers, directors, employees, advisors, or agents (as determined by a court of competent jurisdiction in a the final and 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 non-appealable judgment of a court of competent jurisdiction) or (z) 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 a court of competent jurisdiction has determined in a final and non‑appealable decision did not involve actions or omissions of any Affiliate of Holdings or any of its Subsidiaries. None of the Borrower, the Guarantors, the Administrative Agent, the Revolving Agent, the Lead Arrangers, any Lender, any Issuing Bank or any of their respective Affiliates or any other Indemnified Person shall be liable for any indirect, special, punitive, exemplary or consequential (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 Loan Party. To the extent that the undertaking to indemnify, pay or hold harmless the Administrative any Agent, the Revolving Agent, any Issuing Bank Lead Arranger or any Lender (or any of their respective Related Parties) set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. For clarity, Notwithstanding anything to the term “Administrative Agent” as used contrary contained 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 Arrangers12.01, 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, payments required under 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 liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby, except to the extent the liability of such Indemnified Person results from such Indemnified Person’s gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non‑appealable decision). 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 sought pursuant to this Section 12.01 (irrespective of whether such Indemnified Person is party thereto) unless such settlement, compromise, consent or termination clause (a) includes an unconditional release shall be payable upon receipt of each relevant Indemnified Person from all liability arising out of or directly a detailed invoice for such costs and indirectly relating thereto expenses (and with respect to any EEA Financial Institution, such amounts shall be deemed due and payable not later than six (b6) does not include a statement as to the admission, fault or culpability or failure to act by such Indemnified Persondays after demand therefor).

Payment of Expenses, etc. The Borrower hereby agrees to: (i) pay within 30 days of a written demand therefor, together with backup documentation supporting such reimbursement request, all reasonable and documented or invoiced out‑of‑pocket out-of-pocket costs and expenses (a) of the Administrative Agent, the 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 and, if reasonably necessary, one firm of local counsel in each appropriate jurisdiction to the Administrative Agent, the Revolving Agent, the Joint Lead Arrangers and Lenders (which term includes each Issuing Bank for purposes of this Article XII)Lenders, taken as a whole, and in the case of any relevant material jurisdictionother advisor or consultant, solely to the extent that the Borrower has consented to the retention of such person) in connection with the preparation, execution, delivery and administration of this Agreement and the other Loan Documents and the documents and instruments referred to herein and therein and any amendment, modification, waiver or consent relating hereto or thereto, (b) of the Administrative Agent, the Revolving Agent, the Joint Lead Arrangers and their respective Affiliates in connection with its or their syndication of the 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 of the Lenders in connection with any (x) waiver of an Event of Default that has occurred and is continuing, (y) enforcement of this Agreement and the other Loan Documents and the documents and instruments referred to herein and therein or (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 (limited in the case of legal fees, in the case of each of clause clauses (x), (y) and (z) above, to the reasonable and documented or invoiced out‑of‑pocket out-of-pocket costs and expenses of one primary counsel and one local counsel in any relevant material jurisdiction (in each case, as selected by the Administrative Agent) for the Administrative Agent, the Revolving AgentJoint Lead Arrangers, the Lead Arrangers and the Lenders and their respective Affiliates (taken as a whole) ), and one firm of local counsel in each appropriate jurisdiction (and, if reasonably necessary, and in the event of any actual or perceived conflict of interest interest, one additional primary counsel for such affected Lenders (parties taken as a whole); (ii) [reserved]; (iii) pay and hold the Administrative Agent, the Revolving Agent, the Lead Arrangers and each of the Lenders harmless from and against any and all Other Taxes with respect to the foregoing matters and hold the Administrative Agent, the Revolving Agent and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Administrative Agent, the Revolving Agent or such Lender) to pay such taxes); and (ivii) indemnify the Administrative Agent, the Revolving Agent, the each Joint Lead ArrangersArranger, each Lender and each of their respective Affiliates, and each of their respective officers, directors, employees, partners, advisors, representatives, agents, affiliates, controlling persons, trustees and agents investment advisors and each of their respective successors and assigns (each, an “Indemnified Person”) 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 documented expenses disbursements (limited in the case of legal fees and expenses to the reasonable and documented or invoiced fees, disbursements fees and other charges expenses of one counsel for the all Indemnified Persons (taken as a whole) (and, in the case of an actual or perceived conflict of interest, one additional counsel to the affected Indemnified Persons, taken as a whole) and, if reasonably necessary, one firm of local counsel in each relevant material appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions)); provided that in the case of an actual or perceived conflict of interest notified to the Borrower by any Indemnified Person, such indemnity for fees and expenses shall extend to one additional primary counsel and one local counsel for such Indemnified Persons taken as a 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 the Administrative Agent, the Revolving Agent, any Joint 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 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, any other Loan Document or the use of proceeds of any Loans hereunder or the consummation of the Transactions or any other transactions contemplated herein or in any other Loan Document or the exercise of any of their rights or remedies provided herein or in the other Loan Documents, (b) the actual or alleged presence of Materials of Environmental Concern in the air, surface water or groundwater or on the surface or subsurface of any Real Property (i) currently owned, leased or operated by Holdings, the Borrower Holdings or any of 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 its Subsidiaries, (c) the Release, generation, storage, transportation, handling or disposal of Materials of Environmental Concern by Holdings, the Borrower Holdings or any of their its Subsidiaries at any location, whether or not owned, leased or operated by Holdings, the Borrower Holdings or any of their its Subsidiaries, (d) the non‑compliance non-compliance by Holdings, the Borrower Holdings or any of their its Subsidiaries with any Environmental Law (including applicable permits issued thereunder), or (e) any related claim asserted against Holdings, the Borrower or any of their Subsidiaries or any Real Property currently owned, leased or operated by Holdings, the Borrower or any of 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; provided that no Indemnified Person will be indemnified for any loss, claim, damage, liability, cost or expense to the extent it has resulted from (w) the gross negligence, bad faith or willful misconduct of such Indemnified Person or any of its Affiliates, officers, directors, employees, advisors, or agents (as determined by a court of competent jurisdiction in a final and 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 (z) 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 coEnvironmental Claim #4848-agent, solely in connection with its syndication of the Term Facility and Revolving Facility) that a court of competent jurisdiction has determined in a final and non‑appealable decision did not involve actions or omissions of any Affiliate of Holdings or any of its Subsidiaries. None of the Borrower, the Guarantors, the Administrative Agent, the Revolving Agent, the Lead Arrangers, any Lender, any Issuing Bank or any of their respective Affiliates or any other Indemnified Person shall be liable for any indirect, special, punitive, exemplary or consequential (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 Loan Party. To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, the Revolving Agent, any Issuing Bank or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. 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 liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby, except to the extent the liability of such Indemnified Person results from such Indemnified Person’s gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non‑appealable decision). 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 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 to the admission, fault or culpability or failure to act by such Indemnified Person.1207-1386 158

Payment of Expenses, etc. The Borrower hereby agrees to: (i) pay all reasonable and documented or invoiced out‑of‑pocket costs and expenses (a) of the Administrative AgentAgent (including, the 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 outside counsel and, if reasonably necessary, one Shearman & Sterling LLP and of any special or local counsel to the Administrative Agent, subject to 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 material jurisdictionFee Letter) in connection with the preparation, execution, delivery and administration of this Agreement and the other Loan Documents and the documents and instruments referred to herein and therein and any amendment, modification, waiver or consent relating hereto or thereto, (b) of the Administrative Agent, the Revolving Agent, the Lead Arrangers and their respective Affiliates in connection with its or their syndication of the Term Facility Loan and (c) of the Administrative Agent and the Revolving Agent and, after the occurrence and during the continuance of an Event of Default, each of the Lenders in connection with any waiver of such Event of Default in connection with any (x) waiver of an Event of Default that has occurred and is continuing, (y) enforcement of this Agreement and the other Loan Documents and the documents and instruments referred to herein and therein or (z) 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 (limited in the case of legal feesincluding, in the case of each of clause (x)case, (y) and (z) above, to the reasonable and documented or invoiced out‑of‑pocket costs and expenses of one primary counsel and one local counsel in any relevant material jurisdiction (in each case, as selected by the Administrative Agent) for the Administrative AgentAgent and its Affiliates, the Revolving Agent, the Lead Arrangers and the Lenders and their respective Affiliates (taken as a whole) (and, if reasonably necessary, in the event of any actual special or perceived conflict of interest one additional counsel for such affected Lenders (taken as a wholelocal counsel); (ii) [reserved]; (iii) pay and hold the Administrative Agent, the Revolving Agent, the Lead Arrangers Agent and each of the Lenders harmless from and against any and all Other Taxes with respect to the foregoing matters and hold save the Administrative Agent, the Revolving Agent and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Administrative Agent, the Revolving Agent or such Lender) to pay such taxes; and (iviii) indemnify the Administrative Agent, the Revolving Agent, the Lead Arrangers, each Lender and each of their respective Affiliates, and each of their respective officers, directors, employees, partners, advisors, representatives, agents, affiliates, controlling persons, trustees and agents investment advisors and each of their respective successors and assigns (each, an “Indemnified Person”) 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 documented expenses (limited in the case of legal fees and expenses to the reasonable and documented or invoiced fees, disbursements and other charges of one counsel for the Indemnified Persons (taken as a whole) (and, in the case of an actual or perceived conflict of interest, one additional counsel to the affected Indemnified Persons, taken as a whole) and, if reasonably necessary, one local counsel in each relevant material jurisdiction (which may include a single 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 Lead Arranger Agent 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 Loan Party, the Permitted Holders Party and their respective its Affiliates and creditors and any other third person) related to the entering into and/or performance of this Agreement, any other Loan Document or the use of proceeds of any Loans the Term Loan hereunder or the consummation of the Transactions Transaction or any other transactions contemplated herein or in any other Loan Document or the exercise of any of their rights or remedies provided herein or in the other Loan Documents, Documents or (b) the actual or alleged presence of Materials of Environmental Concern in the air, surface water or groundwater or on the surface or subsurface of any Real Property (i) currently owned, leased or operated by Holdings, the Borrower or any of 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, handling or disposal of Materials of Environmental Concern by Holdings, the Borrower or any of their Subsidiaries at any location, whether or not owned, leased or operated by Holdings, the Borrower or any of their Subsidiaries, (d) the non‑compliance by Holdings, the Borrower or any of their Subsidiaries with any Environmental Law (including applicable permits issued thereunder), or (e) any related claim asserted against Holdings, the Borrower or any of their Subsidiaries or any Real Property currently owned, leased or operated by Holdings, the Borrower or any of their 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; provided that no Indemnified Person will be indemnified for any loss, claim, damage, liability, cost or expense to the extent it has resulted from (wv) the gross negligence, bad faith or willful misconduct of such Indemnified Person or any of its Affiliates, officers, directors, employeesmanagers, advisors, employees or agents controlled Affiliates (as determined by a court of competent jurisdiction in a final and non‑appealable decision), (xw) any settlement entered into by such Indemnified Person Indemnitee without the Borrower’s written consent (such written 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 NYDOCS02/1076196.5 58 other Loan Document by any such Indemnified Person persons or one of its controlled 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 (z) 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 a court of competent jurisdiction has determined in a final and non‑appealable decision did not involve actions or omissions of any Affiliate of Holdings the Borrower or any of its Subsidiaries. None of the Borrower, the Guarantors, the Administrative Agent, the Revolving Agent, the Lead Arrangers, any Lender, any Issuing Bank or any of their respective Affiliates or any other Indemnified Person shall be liable for any indirect, special, punitive, exemplary or consequential (including lost profits) damages in connection with this Agreement, the TransactionsTransaction, the Term FacilityLoan, the Revolving Facility Fee 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 12.1 of any Loan Party. To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, the Revolving Agent, any Issuing Bank Agent or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, each Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. 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, Agent or 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 AffiliatesPerson, 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 Term 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 other Loan Documents or the transactions contemplated hereby or thereby, except to the extent the liability of such Indemnified Person results from such Indemnified Person’s gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non‑appealable decision). No Loan Party, Permitted Holder Party nor any of its or 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 sought pursuant to this Section 12.01 12.1 (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 (bii) does not include a statement as to the admission, fault or culpability or failure to act by such Indemnified Person.. 12.2

Payment of Expenses, etc. (a) The Borrower Credit Parties hereby agrees jointly and severally agree to: (i) if the Closing Date occurs, pay all reasonable and documented or invoiced out‑of‑pocket out-of-pocket costs and expenses within 30 days after demand therefor (aA) of the Administrative AgentAgents, the Revolving Agent and the Joint Lead Arrangers and Issuing Banks (limited in including, without limitation, the case of legal reasonable fees and expenses to the reasonable and documented or invoiced fees, disbursements and other charges of one outside primary counsel in each of the U.S. and Canada, 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 material jurisdictionjurisdiction and an additional counsel in the case of conflicts) in connection with the preparation, execution, execution and delivery and administration of this Agreement and the other Loan Credit Documents and the documents and instruments referred to herein and therein therein, the administration hereof and thereof and any amendment, modification, waiver or consent relating hereto or theretothereto (whether or not effective), (bB) of the Administrative AgentAgents and the Joint Lead Arrangers in connection with their syndication efforts with respect to this Agreement, (C) of the Agents, the Revolving Agent, the Joint Lead Arrangers and their respective Affiliates each Lender in connection with its or their syndication of the 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 of the Lenders in connection with any (x) waiver of an Event of Default that has occurred and is continuing, (y) enforcement of this Agreement and the other Loan Credit Documents and the documents and instruments referred to herein and therein or (z) in connection with any 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 and (limited D) of the Agents, Joint Lead Arrangers and Lenders in the case of legal connection with Collateral monitoring, Collateral reviews and appraisals (including, without limitation, field examination fees, in the case appraiser fees and out-of-pocket expenses; provided that so long as no Event of each of clause Default or Cash Dominion Event shall have occurred and be continuing, (x), ) the fees and expenses relating to any individual field examination shall not exceed $40,000 and (y) the fees and (z) aboveexpenses relating to any individual Inventory appraisal shall not exceed $50,000), to and while an Event of Default has occurred and is continuing, the reasonable and documented or invoiced out‑of‑pocket costs fees and expenses of one counsel other advisors and one local counsel in any relevant material jurisdiction (in each case, as selected professionals engaged by the Administrative Agent) for the Administrative Agent, the Revolving Agent, the Lead Arrangers Agents and the Lenders and their respective Affiliates (taken as a whole) (and, if reasonably necessary, in the event of any actual or perceived conflict of interest one additional counsel for such affected Lenders (taken as a whole)Joint Lead Arrangers; (ii) [reserved]; and (iii) pay and hold the Administrative indemnify each Agent, the Revolving Agent, the each Joint Lead Arrangers and each of the Lenders harmless from and against any and all Other Taxes with respect to the foregoing matters and hold the Administrative Agent, the Revolving Agent and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Administrative Agent, the Revolving Agent or such Lender) to pay such taxes; and (iv) indemnify the Administrative Agent, the Revolving Agent, the Lead ArrangersArranger, each Lender and Lender, each of their respective Affiliates, Issuing Bank and their respective Affiliates and branches, and the officers, directors, employees, advisorsagents, and agents investment advisors of each of the foregoing (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 documented expenses disbursements (limited in (including, without limitation, the case of legal reasonable fees and expenses to the reasonable and documented or invoiced fees, disbursements and other charges of one primary counsel for in each of the Indemnified Persons (taken as a whole) (andU.S. and Canada, in the case of an actual or perceived conflict of interest, one additional counsel to the affected Indemnified Persons, taken as a whole) and, if reasonably necessary, one local counsel in each any relevant material jurisdiction and an additional counsel in the case of conflicts, and consultants’ fees and disbursements) (which may include but excluding Taxes other than Taxes that represent liabilities, obligations, losses, damages, penalties, actions, costs, expenses and disbursements arising from a single special counsel acting in multiple jurisdictionsnon-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 claim, investigation, litigation or other proceeding (whether or not the Administrative Agent, the Revolving any Agent, any Joint 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 Loan Credit 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, Agreement or any other Loan Credit Document or the use of proceeds of any Loans hereunder or the consummation of the Transactions Transaction or any other transactions contemplated herein or in any other Loan Credit Document or the exercise of any of their rights or remedies provided herein or in the other Loan Credit Documents, or (b) the actual or alleged presence of Hazardous Materials of Environmental Concern in the air, surface water or groundwater or on the surface or subsurface of Environment relating in any way to any Real Property (i) currently owned, leased or operated operated, at any time, by Holdings, the Borrower Company or any of 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) Restricted Subsidiary; the generation, storage, transportation, handling handling, Release or disposal threat of Release of Hazardous Materials of Environmental Concern by Holdings, the Borrower Company or any of their Subsidiaries at any location, whether or not owned, leased or operated by Holdings, the Borrower Company or any of their its Subsidiaries, (d) ; the non‑compliance non-compliance by Holdings, the Borrower Company or any of their Subsidiaries with any Environmental Law (including applicable permits issued thereunder), or (e) any related claim asserted against Holdings, the Borrower ; or any of their Environmental Claim or other liability under Environmental Law relating in any way to the Company, any Subsidiaries or relating in any way to any Real Property currently at any time owned, leased or operated by Holdings, the Borrower Company or any of 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; provided that no Indemnified Person will be indemnified for proceeding (but excluding in each case any losslosses, claimliabilities, damageclaims, liability, cost damages or expense expenses (i) to the extent it has resulted from (w) 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 its Affiliatestheir respective directors, officers, directors, 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 agents 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 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 (z) 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 Facilityiii) that a court of competent jurisdiction has determined in a final and non‑appealable decision did do not involve actions or omissions of arise from an act or omission by any Affiliate of Holdings or any of its Subsidiaries. None of the Borrower, the Guarantors, the Administrative Agent, the Revolving Agent, the Lead Arrangers, any Lender, any Issuing Bank Credit Party or any of their respective Affiliates or any other affiliates and is brought by an Indemnified Person shall be liable for against another Indemnified Person (other than claims against any indirect, special, punitive, exemplary Agent solely in its capacity as such or consequential in its fulfilling such role)) (including lost profits) damages in connection with this Agreementcollectively, 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 Loan Party“Indemnified Liabilities”). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, the Revolving any Agent, any Issuing Bank 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, Borrower 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. 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 liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby, except to the extent the liability of such Indemnified Person results from such Indemnified Person’s gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non‑appealable decision). 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 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 to the admission, fault or culpability or failure to act by such Indemnified Person.

Payment of Expenses, etc. The Borrower hereby agrees toshall: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable and documented or invoiced out‑of‑pocket out-of-pocket costs and expenses of (aA) of the Administrative AgentAgent and its affiliates (including, without limitation, the Revolving Agent and the Lead Arrangers (limited in the case of legal reasonable fees and expenses to the reasonable and documented or invoiced fees, disbursements and other charges of one outside counsel 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 material jurisdictionWhite & Case LLP) in connection with the preparation, execution, execution and delivery and administration of this Agreement and the other Loan Credit Documents and the documents and instruments referred to herein and therein therein, any addition of a Real Estate Asset to, or removal of a Borrowing Base Property from, the Borrowing Base, and any amendment, modification, waiver or consent relating hereto to this Agreement, the other Credit Documents or theretothe documents and instruments referred to herein and therein, (bB) of the Administrative Agent, the Revolving Agent, the Lead Arrangers and their respective Affiliates in connection with its or their syndication of the Term Facility and (c) of the 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 Revolving Administrative Agent and its affiliates and, after the occurrence and during the continuance of an Event of Default, each of the Lenders in connection with any (x) waiver of an Event of Default that has occurred and is continuing, (y) the enforcement of this Agreement and the other Loan Credit Documents and the documents and instruments referred to herein and therein or (z) 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 (limited in the case of legal feesincluding, in the each case in respect of each of clause preceding clauses (xA), (yB) and (zC) abovewithout 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 entitled to be reimbursed for one primary counsel and, to 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 each jurisdiction in which the Administrative Agent has made such a determination) and documented or invoiced out‑of‑pocket costs (y) after the occurrence of an Event of Default, also the reasonable fees and expenses disbursements of only one counsel and one local counsel in any relevant material jurisdiction (in each case, as selected by the Administrative Agent) for the Administrative Agent, the Revolving Agent, the Lead Arrangers and the other Lenders and their respective Affiliates (taken as a whole) (and, if reasonably necessary, in the event of any actual or perceived conflict of interest one additional counsel for such affected Lenders (taken as a wholegroup); (ii) [reserved]; (iii) pay and hold the Administrative Agent, the Revolving Agent, the Lead Arrangers Agent and each 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 hold save the Administrative Agent, the Revolving Agent and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Administrative Agent, the Revolving Agent or such Lender) to pay such taxes; and (iviii) indemnify the Administrative AgentAgent and each Lender, the Revolving Agent, the Lead Arrangers, each Lender and each of their respective Affiliates, and their respective affiliates officers, directors, employees, advisors, representatives and 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, expenses and documented expenses disbursements (limited in the case of legal including reasonable attorneys’ and consultants’ fees and expenses to the reasonable and documented or invoiced fees, disbursements and other charges of one counsel for the Indemnified Persons (taken as a whole) (and, in the case of an actual or perceived conflict of interest, one additional counsel to the affected Indemnified Persons, taken as a whole) and, if reasonably necessary, one local counsel in each relevant material jurisdiction (which may include a single special counsel acting in multiple jurisdictionsdisbursements) 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 Lead Arranger Agent 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 Loan Credit 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, Agreement or any other Loan Credit Document or the use of proceeds of any Loans hereunder or the consummation of the Transactions or any other transactions contemplated herein or in any other Loan Credit Document or the exercise of any of their rights or remedies provided herein or in the other Loan Credit Documents, or (b) the actual or alleged presence of Hazardous Materials of Environmental Concern in the air, surface surface, water or groundwater or on the surface or subsurface of any Real Property (i) currently at any time owned, leased or operated operated, directly or indirectly, by Holdings, any of the Borrower Credit Parties or any of their respective Subsidiaries or (ii) formerly ownedany other Person which is a Borrowing Base Property Owner, 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, handling or disposal of Hazardous Materials by any of Environmental Concern by Holdings, the Borrower Credit Parties or any of their respective Subsidiaries at any location, whether or not owned, leased or operated by Holdings, any of the Borrower Credit Parties or any of their respective Subsidiaries, (d) the non‑compliance by Holdings, the Borrower or any non-compliance of their Subsidiaries with any Environmental Law (including applicable permits issued thereunder), or (e) any related claim asserted against Holdings, the Borrower or any of their Subsidiaries or any Real Property currently Property, directly or indirectly, at any time owned, leased or operated by Holdings, any of the Borrower Credit Parties or any of their Subsidiariesrespective Subsidiaries or any other Person which is a Borrowing Base Property Owner, 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 other Person which is a Borrowing Base Property Owner, or any Real Property at any time owned, leased or operated by any of the Credit Parties or any of their 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; provided that no Indemnified Person will be indemnified for proceeding (but excluding any losslosses, claimliabilities, damageclaims, liability, cost damages or expense expenses to the extent it has resulted from (w) incurred by reason of the gross negligence, bad faith negligence or willful misconduct of such Indemnified the Person or any of its Affiliates, officers, directors, employees, advisors, or agents to be indemnified (as determined by a court of competent jurisdiction in a final and non‑appealable non-appealable decision)). In addition, (x) the foregoing indemnification in favor of any settlement entered into by such Indemnified Person without director, officer, employee, representative or agent of 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 Administrative Agent or any other Loan Document by such Indemnified Person or one of its Affiliates and Lender shall be solely in their respective officerscapacities as such director, directorsofficer, employeesemployee, advisors and agents (as determined in a final non‑appealable judgment of a court of competent jurisdiction) representative or (z) 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 a court of competent jurisdiction has determined in a final and non‑appealable decision did not involve actions or omissions of any Affiliate of Holdings or any of its Subsidiaries. None of the Borrower, the Guarantors, the Administrative Agent, the Revolving Agent, the Lead Arrangers, any Lender, any Issuing Bank or any of their respective Affiliates or any other Indemnified Person shall be liable for any indirect, special, punitive, exemplary or consequential (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 Loan Party. To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, the Revolving Agent, any Issuing Bank Lender or any Lender other indemnified person set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. 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 liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby, except to the extent the liability of such Indemnified Person results from such Indemnified Person’s gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non‑appealable decision). 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 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 to the admission, fault or culpability or failure to act by such Indemnified Person.

Payment of Expenses, etc. The Borrower hereby agrees to: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable and documented or invoiced out‑of‑pocket out-of-pocket costs and expenses (a) of the Administrative Agent, the 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 outside counsel 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 material jurisdiction) in connection with the negotiation, preparation, execution, execution and delivery and administration of this Agreement and the other Loan Documents and the documents and instruments referred to herein and therein and any amendment, modification, waiver or consent relating hereto or theretothereto (including, (b) without limitation, the reasonable fees and disbursements of Jonex, Xxy, Reavxx & Xogux, xx connection with the preparation of the Administrative Agent, Loan Documents and the Revolving Agent, the Lead Arrangers and their respective Affiliates in connection with its or their syndication consummation of the Term Facility transactions contemplated hereby, and (c) of the Administrative Agent and the Revolving Agent and, after the occurrence and during the continuance of an Event of Default, each of the Lenders in connection with any (x) waiver of an Event of Default that has occurred and is continuing, (y) the enforcement of this Agreement and the other Loan Documents and the documents and instruments referred to herein and therein or (z) 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 (limited in the case of legal feesincluding, in the case of each of clause (x)without limitation, (y) and (z) above, to the reasonable fees and documented or invoiced out‑of‑pocket costs and expenses disbursements of one counsel and one local counsel in any relevant material jurisdiction (in each case, as selected by the Administrative Agent) for the Administrative Agent, Agent and for each of the Revolving Agent, the Lead Arrangers and the Lenders and their respective Affiliates (taken as a whole) (and, if reasonably necessary, in the event of any actual or perceived conflict of interest one additional counsel for such affected Lenders (taken as a wholeLenders); (ii) [reserved]in the event (x) that any of the Mortgages are foreclosed in whole or in part or that any of the Mortgages are put into the hands of an attorney for collection, suit, action or foreclosure, (y) of the foreclosure of any mortgage prior to or subsequent to any of the Mortgages in which proceeding the Administrative Agent is made a party, or (z) of the bankruptcy, insolvency, rehabilitation or other similar proceeding in respect of the Borrower or any of its Subsidiaries, pay all costs of collection and defense, including reasonable attorneys' fees in connection therewith and in connection with any appellate proceeding or post-judgment action involved therein, which shall be due and payable together with all required service or use taxes; (iii) pay and hold the Administrative Agent, the Revolving Agent, the Lead Arrangers Agent and each 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 hold the Administrative Agent, the Revolving Agent and save each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Administrative Agent, the Revolving Agent or such Lender) to pay such taxes; and (iv) indemnify each Lender and the Administrative Agent, the Revolving Agent, the Lead Arrangers, each Lender and each of their respective Affiliates, and their respective its officers, directors, employees, advisors, representatives and agents (eachcollectively, an “Indemnified Person”"INDEMNITEES") from and hold each of them harmless from and against any and all liabilities, losses, damagesliabilities, claims, and documented damages or expenses (limited in the case of legal fees and expenses to the reasonable and documented or invoiced fees, disbursements and other charges of one counsel for the Indemnified Persons (taken as a whole) (and, in the case of an actual or perceived conflict of interest, one additional counsel to the affected Indemnified Persons, taken as a whole) and, if reasonably necessary, one local counsel in each relevant material jurisdiction (which may include a single special counsel acting in multiple jurisdictions) 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, of (a) any claimEnvironmental Claims, as provided in the Environmental Indemnity Agreement, (b) any investigation, litigation or other proceeding (whether or not the Administrative Agent, the Revolving Agent, any Lead Arranger Agent 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 Loan Party, the Permitted Holders and their respective Affiliates and creditors and any other third personthereto) related to the entering into and/or performance of this Agreement, any other Loan Document or the use of the proceeds of any Loans hereunder or the consummation of the Transactions or any other transactions contemplated herein or in any other Loan Document or the exercise of any of their rights or remedies provided herein or in the other Loan Documents, (b) the actual or alleged presence of Materials of Environmental Concern in the air, surface water or groundwater or on the surface or subsurface of any Real Property (i) currently owned, leased or operated by Holdings, the Borrower or any of 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, handling or disposal of Materials of Environmental Concern by Holdings, the Borrower or any of their Subsidiaries at any location, whether or not owned, leased or operated by Holdings, the Borrower or any of their Subsidiaries, (d) the non‑compliance by Holdings, the Borrower or any of their Subsidiaries with any Environmental Law (including applicable permits issued thereunder), or (e) any related claim asserted against Holdings, the Borrower or any of their Subsidiaries or any Real Property currently owned, leased or operated by Holdings, the Borrower or any of their SubsidiariesDocument, 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; provided that no Indemnified Person will be indemnified for proceeding (but excluding any losssuch losses, claimliabilities, damageclaims, liability, cost damages or expense expenses to the extent it has resulted from (w) incurred by reason of the gross negligence, bad faith negligence or willful misconduct of such Indemnified Person or any of its Affiliates, officers, directors, employees, advisors, or agents (as determined by a court of competent jurisdiction in a final and non‑appealable decision), (x) any settlement entered into by such Indemnified Person without the Borrower’s written consent (such consent not person to be unreasonably withheld indemnified 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 Indemnitee who is such Indemnified Person 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 (z) 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 a court of competent jurisdiction has determined in a final and non‑appealable decision did not involve actions or omissions of any an Affiliate of Holdings or any of its Subsidiaries. None of the Borrower, the Guarantors, the Administrative Agent, the Revolving Agent, the Lead Arrangers, any Lender, any Issuing Bank or any of their respective Affiliates or any other Indemnified Person shall be liable for any indirect, special, punitive, exemplary or consequential (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 Loan Partysuch person). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, the Revolving Agent, any Issuing Bank or any Lender person set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. 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 liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby, except to the extent the liability of such Indemnified Person results from such Indemnified Person’s gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non‑appealable decision). 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 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 to the admission, fault or culpability or failure to act by such Indemnified Person.

Payment of Expenses, etc. (a) The Borrower hereby agrees to: (i) pay all reasonable and documented or invoiced out‑of‑pocket out-of-pocket costs and expenses of the (ax) the Lead Arranger (including, without limitation, the reasonable fees and disbursements of White & Case LLP and one local counsel to the Lead Arranger in each relevant jurisdiction and one regulatory counsel) and (y) the Administrative Agent (including, without limitation, the reasonable fees and disbursements of one primary counsel to the Administrative Agent, the 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 outside counsel and, if reasonably necessary, one local counsel to the Administrative Agent, the Revolving Agent, Agent in each relevant jurisdiction and one regulatory counsel (and each of the Lead Arrangers Arranger's and Lenders (which term includes each Issuing Bank for purposes of this Article XII), taken as a whole, in any relevant material jurisdictionthe Administrative Agent's Related Parties) in connection with the preparation, execution, delivery and administration of this Agreement and the other Loan Credit Documents and the documents and instruments referred to herein and therein therein, the administration of the Term Loans and Term Loan Commitments, and any amendment, modification, waiver or consent relating hereto or thereto, (b) of the Administrative Agent, the Revolving Agent, Lead Arranger (and each of the Lead Arrangers foregoing Persons' Related Parties) and their respective Affiliates in connection with its or their syndication of the Term Facility efforts with respect to this Agreement and (c) each of the Administrative Agent Agent, the Lead Arranger and the Revolving Agent and, after the occurrence and during the continuance of an Event of Default, each of the Lenders in connection with any (x) waiver the enforcement of, or protection of an Event of Default that has occurred and is continuingtheir rights under, (y) enforcement of this Agreement and the other Loan Credit Documents and the documents and instruments referred to herein and therein or (z) in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work‑out” "work-out" or pursuant to any insolvency or bankruptcy proceedings (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 counsel and one local counsel in any relevant material jurisdiction (in each case, as selected by the 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, in the event of any actual or perceived conflict of interest one additional counsel for such affected Lenders (taken as a whole); (ii) [reserved]; (iii) pay and hold the Administrative Agent, the Revolving Agent, the Lead Arrangers and each of the Lenders harmless from and against any and all Other Taxes with respect to the foregoing matters and hold the Administrative Agent, the Revolving Agent and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Administrative Agent, the Revolving Agent or such Lender) to pay such taxesproceedings; and (ivii) indemnify the Administrative Agent, the Revolving AgentLead Arranger and each Lender, the Lead Arrangers, each Lender and each of their respective Affiliates, and their respective officers, directors, employees, advisors, and agents Related Parties (each, an “"Indemnified Person”") from and hold each of them harmless from and against any and all liabilities, obligations (including removal or remedial actions), actual losses, damages, penalties, claims, actions, judgments, awards, suits, costs, expenses and documented expenses disbursements (limited in the case of legal including, with respect to any such Proceeding, reasonable out-of-pocket fees and expenses to the reasonable and documented or invoiced fees, disbursements and other charges of one counsel for the Indemnified Persons (taken as a whole) (and, in the case of an actual or perceived conflict of interest, one additional counsel to the affected Indemnified Persons, taken as a whole) and, if reasonably necessary, one local counsel in each relevant material jurisdiction (which may include a single special counsel acting in multiple jurisdictionscounsel) 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 claimprivate, investigationregulatory, litigation self-regulatory or governmental requests, inquiries, investigations, actions, claims, interrogatories, subpoenas, suits, litigation, injunction or other proceeding (whether or not the Administrative Agent, the Revolving Agent, any Lead Arranger or any Lender is a party thereto and whether or not such claim, investigation, litigation or other proceeding any of the foregoing is brought by or on behalf of any Loan PartyCredit Party (collectively, the Permitted Holders and their respective Affiliates and creditors and any other third person"Proceedings") related to the entering into and/or performance of this Agreement, Agreement or any other Loan Credit Document or the use of proceeds of any Loans hereunder or the consummation of the Transactions or any other transactions contemplated herein or in any other Loan Credit Document or the exercise of any of their rights rights, duties or remedies provided herein or in the other Loan DocumentsCredit Documents (including the performance by the Administrative Agent of its duties under Section 12.15), or (b) the actual or alleged presence of Hazardous Materials of Environmental Concern in the air, surface water or groundwater or on the surface or subsurface of any Real Property (i) currently at any time owned, leased or operated by Holdings, the Borrower or any of 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 its Restricted Subsidiaries, (c) the generation, storage, transportation, handling or disposal of Hazardous Materials of Environmental Concern by Holdings, the Borrower or any of their its Restricted Subsidiaries at any location, whether or not owned, leased or operated by Holdings, the Borrower or any of their its Restricted Subsidiaries, (d) the non‑compliance non-compliance by Holdings, the Borrower or any of their its Restricted Subsidiaries with any Environmental Law (including applicable permits issued thereunder)) applicable to any Real Property, or (e) any related claim Environmental Claim, asserted against Holdingsthe Borrower, the Borrower or any of their its Restricted Subsidiaries or any Real Property currently at any time owned, leased or operated by Holdings, the Borrower or any of their its Restricted Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigationProceeding (all the foregoing items in this clause (ii), litigation or other proceeding; collectively, the "Indemnified Liabilities"); provided that no that, notwithstanding the foregoing, such indemnity shall not, as to any Indemnified Person will Person, be indemnified for any loss, claim, damage, liability, cost or expense available to the extent it has that such liabilities, obligations, actual losses, damages, penalties, claims, demands, actions, judgments, suits, reasonable out-of-pocket costs, expenses or disbursements resulted primarily and directly from (w) the gross negligence, bad faith negligence or willful misconduct of such Indemnified Person or of any director, officer, employee, agent or attorney-in-fact of its Affiliatessuch Indemnified Person, officers, directors, employees, advisors, or agents (as determined by a court of competent jurisdiction in a the final and 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 non-appealable judgment of a court of competent jurisdiction) or (z) 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 a court of competent jurisdiction has determined in a final and non‑appealable decision did not involve actions or omissions of any Affiliate of Holdings or any of its Subsidiaries. None of the Borrower, the Guarantors, the Administrative Agent, the Revolving Agent, the Lead Arrangers, any Lender, any Issuing Bank or any of their respective Affiliates or any other Indemnified Person shall be liable for any indirect, special, punitive, exemplary or consequential (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 Loan Party. To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, the Revolving Agent, any Issuing Bank Lead Arranger or any Lender (or any of their respective Related Parties) set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. For clarity, Notwithstanding anything to the term “Administrative Agent” as used contrary contained 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 Arrangers12.01, 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, payments required under 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 liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby, except to the extent the liability of such Indemnified Person results from such Indemnified Person’s gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non‑appealable decision). 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 sought pursuant to this Section 12.01 (irrespective of whether such Indemnified Person is party thereto) unless such settlement, compromise, consent or termination clause (a) includes an unconditional release shall be payable upon receipt of each relevant Indemnified Person a summary invoice for such costs and expenses (and with respect to any EEA Financial Institution, such amounts shall be deemed due and payable not later than six (6) days after demand therefor). For the avoidance of doubt, this Section 12.01(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising 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 Personany non-Tax claim.

Payment of Expenses, etc. (a) The Borrower Credit Parties hereby agrees jointly and severally agree to: (i) pay all reasonable and documented or invoiced out‑of‑pocket out-of-pocket costs and expenses (aA) of the Administrative Agent, the Revolving Agent Agents and the Joint Lead Arrangers and Issuing Banks (limited without duplication) limited, in the case of legal fees and expenses fees, to the reasonable fees and documented or invoiced fees, disbursements and other charges of one outside primary counsel in each of the U.S., Canada, the U.K. and the Netherlands, 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 material jurisdictionjurisdiction and an additional counsel in the case of conflicts) in connection with the preparation, execution, execution and delivery and administration of this Agreement and the other Loan Credit Documents and the documents and instruments referred to herein and therein therein, the administration hereof and thereof and any amendment, modification, waiver or consent relating hereto or theretothereto (whether or not effective), (bB) of the Administrative Agent, Agents and the Revolving Agent, the Joint Lead Arrangers and their respective Affiliates (without duplication) in connection with its or their syndication of the Term Facility and efforts with respect to this Agreement, (cC) of the Administrative Agent and the Revolving Agent and, after the occurrence and during the continuance of an Event of Default, each of the Lenders Agents in connection with any (x) waiver of an Event of Default that has occurred and is continuing, (y) the enforcement of this Agreement and the other Loan Credit Documents and the documents and instruments referred to herein and therein or (z) in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work‑out” "work-out" or pursuant to any insolvency or bankruptcy proceedings (limited in the case of legal fees, in the case of each of clause (x), (y) and (zD) aboveof the Agents in connection with Collateral monitoring, to the reasonable Collateral reviews and documented or invoiced out‑of‑pocket costs Appraisals and expenses of one counsel and one local counsel in any relevant material jurisdiction Field Examinations (in each caselimited, as selected by the Administrative Agentset forth in Section 8.158.12); and (ii) for the Administrative indemnify each Agent, the Revolving Agenteach Joint Lead Arranger, the Lead Arrangers and the Lenders each Lender, each Issuing Bank and their respective Affiliates (taken as a whole) (and, if reasonably necessary, in the event of any actual or perceived conflict of interest one additional counsel for such affected Lenders (taken as a whole); (ii) [reserved]; (iii) pay and hold the Administrative Agent, the Revolving Agent, the Lead Arrangers and each of the Lenders harmless from and against any and all Other Taxes with respect to the foregoing matters and hold the Administrative Agent, the Revolving Agent and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Administrative Agent, the Revolving Agent or such Lender) to pay such taxes; and (iv) indemnify the Administrative Agent, the Revolving Agent, the Lead Arrangers, each Lender and each of their respective Affiliatesbranches, and their respective the officers, directors, employees, advisorscontrolling persons, agents, advisors and agents other representatives of each of the foregoing (each, an “"Indemnified Person”") from and hold each of them harmless from and against any and all liabilitiesliabilities (including Environmental Liabilities), losses, damages, claims, and documented expenses (limited in the case of legal fees claims and expenses to which 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 or invoiced fees, disbursements and other charges of counsel (limited to one firm of counsel for the all Indemnified Persons (taken as a whole) (and, in the case of an actual or perceived conflict of interestinterest where the Indemnified Person affected by such conflict has retained its own counsel, one additional another firm of counsel to the for such affected Indemnified Persons, taken as a wholePerson) and, if reasonably necessaryto the extent required, one firm of local counsel in each relevant material jurisdiction (which may include a single special counsel acting in multiple jurisdictionsfor all Indemnified Persons) 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 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 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, any other Loan Document or the use of proceeds of any Loans hereunder or the consummation of the Transactions or any other transactions contemplated herein or in any other Loan Document or the exercise of any of their rights or remedies provided herein or in the other Loan Documents, (b) the actual or alleged presence of Materials of Environmental Concern in the air, surface water or groundwater or on the surface or subsurface of any Real Property (i) currently owned, leased or operated by Holdings, the Borrower or any of 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, handling or disposal of Materials of Environmental Concern by Holdings, the Borrower or any of their Subsidiaries at any location, whether or not owned, leased or operated by Holdings, the Borrower or any of their Subsidiaries, (d) the non‑compliance by Holdings, the Borrower or any of their Subsidiaries with any Environmental Law (including applicable permits issued thereunder), or (e) any related claim asserted against Holdings, the Borrower or any of their Subsidiaries or any Real Property currently owned, leased or operated by Holdings, the Borrower or any of their Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with investigating or defending any such investigationof the foregoing (collectively, litigation or other proceedingthe "Indemnified Liabilities"); provided that no the foregoing indemnity will not, as to any Indemnified Person will be indemnified for any lossPerson, claimapply to liabilities, damagelosses, liabilitydamages, cost or claims and expense to the extent it has that (x) such liability, loss, damage, claim or expense resulted from (w) the gross negligence, willful misconduct or bad faith of such Indemnified Person, any Affiliate or willful misconduct branch of such Indemnified Person or any of its Affiliates, their respective officers, directors, employees, advisorscontrolling persons, or agents (agents, advisors and other representatives, 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 in the case of its obligations under this Agreement any claim, litigation, investigation or any other Loan Document proceeding initiated by such Indemnified Person 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 and or any of its or their respective officers, directors, employees, controlling persons, agents, advisors and agents (as determined in a final non‑appealable judgment other representatives of a court the obligations of competent jurisdiction) or (z) any dispute between and among Indemnified Persons (other than a dispute involving claims against the Administrative such Agent, the Revolving Agent such Joint Lead Arranger, such Lender or the Lead Arrangers or any other agent or co‑agent (if any) (and solely in the case of a co-agentsuch Issuing Bank, solely in connection with its syndication of the Term Facility and Revolving Facility) that a court of competent jurisdiction has determined in a final and non‑appealable decision did not involve actions or omissions of any Affiliate of Holdings or any of its Subsidiaries. None of the Borroweras applicable, the Guarantors, the Administrative Agent, the Revolving Agent, the Lead Arrangers, any Lender, any Issuing Bank or any of their respective Affiliates or any other Indemnified Person shall be liable for any indirect, special, punitive, exemplary or consequential (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 Loan Party. To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, the Revolving Agent, any Issuing Bank or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. 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 liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby, except to the extent the liability of such Indemnified Person results from such Indemnified Person’s gross negligence or willful misconduct (hereunder as determined by a court of competent jurisdiction in a final and non‑appealable decision). No Loan Partynon-appealable decision or (z) such liability, Permitted Holder nor 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 Affiliates willroles as an Agent, without 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 prior consent extent the exception set forth in clause (x) of the relevant Indemnified Personimmediately preceding proviso does not apply to such Person at such time. For the avoidance of doubt, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any proceeding in respect of which indemnification may be sought pursuant to this Section 12.01 (irrespective of whether such Indemnified Person is party thereto12.01(a)(ii) unless such settlementshall not apply to any Taxes other than Taxes that represent liabilities, compromiseobligations, consent or termination (a) includes an unconditional release of each relevant Indemnified Person losses, damages, penalties, actions, costs, expenses and disbursements arising 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 Personnon-Tax claim.

Payment of Expenses, etc. The Borrower hereby agrees to: (i) pay within 30 days of a written demand therefor, together with backup documentation supporting such reimbursement request, all reasonable and documented or invoiced out‑of‑pocket out of pocket costs and expenses (a) of the Administrative Agent, the 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 and, if reasonably necessary, one firm of local counsel in each appropriate jurisdiction of to the Administrative Agent, the Revolving Agent, the Lead Arrangers Arranger and Lenders (which term includes each Issuing Bank for purposes of this Article XII)Xxxxxxx, taken as a whole, and in the case of any relevant material jurisdictionother advisor or consultant, solely to the extent that the Borrower has consented to the retention of such person) in connection with the preparation, execution, delivery and administration of this Agreement and the other Loan Documents and the documents and instruments referred to herein and therein and any amendment, modification, waiver or consent relating hereto or thereto, and (b) of the Administrative Agent, the Revolving Agent, the Lead Arrangers and their respective Affiliates in connection with its or their syndication of the 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 of the Lenders in connection with any (x) waiver of an Event of Default that has occurred and is continuing, (y) enforcement of this Agreement and the other Loan Documents and the documents and instruments referred to herein and therein or (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 (limited in the case of legal fees, in the case of each of clause clauses (x), (y) and (z) above, to the reasonable and documented or invoiced out‑of‑pocket out of pocket costs and expenses of one primary counsel and one local counsel in any relevant material jurisdiction (in each case, as selected by the Administrative Agent) for the Administrative Agent, the Revolving AgentLead Arranger, the Lead Arrangers and the Lenders and their respective Affiliates (taken as a whole) ), and one firm of local counsel in each appropriate jurisdiction (and, if reasonably necessary, and in the event of any actual or perceived conflict of interest one additional primary counsel for such affected Lenders (parties taken as a whole); (ii) [reserved]; (iii) pay and hold the Administrative Agent, the Revolving Agent, the Lead Arrangers and each of the Lenders harmless from and against any and all Other Taxes with respect to the foregoing matters and hold the Administrative Agent, the Revolving Agent and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Administrative Agent, the Revolving Agent or such Lender) to pay such taxes); and (ivii) indemnify the Administrative Agent, the Revolving Agent, the Lead ArrangersArranger, each Lender and each of their respective Affiliates, and each of their respective officers, directors, employees, partners, advisors, representatives, agents, affiliates, controlling persons, trustees and agents investment advisors and each of their respective successors and assigns (each, an “Indemnified Person”) 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 documented expenses disbursements (limited in the case of legal fees and expenses to the reasonable and documented or invoiced fees, disbursements fees and other charges expenses of one counsel for the all Indemnified Persons (taken as a whole) (and, in the case of an actual or perceived conflict of interest, one additional counsel to the affected Indemnified Persons, taken as a whole) and, if reasonably necessary, one firm of local counsel in each relevant material appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) )); provided that in the case of an actual or perceived conflict of interest notified to the Borrower by any Indemnified Person, such indemnity for fees and expenses shall extend to one additional primary counsel and one local counsel for such Indemnified Persons taken as a 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 the Administrative Agent, the Revolving Agent, any 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 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, any other Loan Document or the use of proceeds of any Loans hereunder or the consummation of the Transactions or any other transactions contemplated herein or in any other Loan Document or the exercise of any of their rights or remedies provided herein or in the other Loan Documents, (b) the actual or alleged presence of Materials of Environmental Concern in the air, surface water or groundwater or on the surface or subsurface of any Real Property (i) currently owned, leased or operated by Holdings, the Borrower Holdings or any of 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 its Subsidiaries, (c) the Release, generation, storage, transportation, handling or disposal of Materials of Environmental Concern by Holdings, the Borrower Holdings or any of their its Subsidiaries at any location, whether or not owned, leased or operated by Holdings, the Borrower Holdings or any of their its Subsidiaries, (d) the non‑compliance non-compliance by Holdings, the Borrower Holdings or any of their its Subsidiaries with any Environmental Law (including applicable permits issued thereunder), or (e) any related claim Environmental Claim asserted against Holdings, the Borrower Holdings or any of their its Subsidiaries or with respect to any Real Property currently or formerly owned, leased or operated by Holdings, the Borrower Holdings or any of their 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 proceedingtherewith; provided that no Indemnified Person will be indemnified for any loss, claim, damage, liability, cost or expense to the extent it has resulted from (w) the gross negligence, bad faith or willful misconduct of such Indemnified Person or any of its Affiliates, officers, directors, employeesmanagers, advisors, employees or agents controlled Affiliates (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 BorrowerXxxxxxxx’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 Indemnified Person persons or one of its controlled Affiliates and their respective officers, directors, employees, advisors and agents (as determined in a final non‑appealable non appealable judgment of a court of competent jurisdiction) or (z) any dispute between and among Indemnified Persons (other than a dispute involving claims against the Administrative Agent, the Revolving Agent or the Lead Arrangers Arranger or any other agent or co‑agent 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 a court of competent jurisdiction has determined in a final and non‑appealable non appealable decision did not involve actions or omissions of any Affiliate of Holdings or any of its Subsidiaries. None of the Borrower, the Guarantors, the Administrative Agent, the Revolving Agent, the Lead ArrangersArranger, any Lender, any Issuing Bank or any of their respective Affiliates or any other Indemnified Person shall be liable for any indirect, special, punitive, exemplary or consequential (including lost profits) damages in connection with this Agreement, the TransactionsTransaction, the Term Facility, the Revolving Facility 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 Loan Party. To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, the Revolving Agent, any Issuing Bank Agent or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. 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 AgreementDocuments. To the full extent permitted by applicable law, each of the Borrower, the Guarantors, the Administrative Agent, the Revolving Agent, the Lead ArrangersArranger, 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, 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 liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby, except to the extent the liability of such Indemnified Person results from such Indemnified Person’s gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non‑appealable non-appealable decision). 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 sought 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 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 any non-tax claim.

Payment of Expenses, etc. The Borrower hereby agrees to: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable and documented or invoiced out‑of‑pocket out-of-pocket costs and expenses (a) of the Administrative Agent, the 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 outside counsel 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 material jurisdiction) in connection with the negotiation, preparation, execution, execution and delivery and administration of this Agreement and the other Loan Documents and the documents and instruments referred to herein and therein and any amendment, modification, waiver or consent relating hereto or theretothereto (including, (b) without limitation, the reasonable fees and disbursements of Jonex, Xxy, Reavxx & Xogux, xx connection with the preparation of the Administrative Agent, Loan Documents and the Revolving Agent, the Lead Arrangers and their respective Affiliates in connection with its or their syndication consummation of the Term Facility transactions contemplated hereby, and (c) of the Administrative Agent and the Revolving Agent and, after the occurrence and during the continuance of an Event of Default, each of the Lenders in connection with any (x) waiver of an Event of Default that has occurred and is continuing, (y) the enforcement of this Agreement and the other Loan Documents and the documents and instruments referred to herein and therein or (z) 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 (limited in the case of legal feesincluding, in the case of each of clause (x)without limitation, (y) and (z) above, to the reasonable fees and documented or invoiced out‑of‑pocket costs and expenses disbursements of one counsel and one local counsel in any relevant material jurisdiction (in each case, as selected by the Administrative Agent) for the Administrative Agent, Agent and for each of the Revolving Agent, the Lead Arrangers and the Lenders and their respective Affiliates (taken as a whole) (and, if reasonably necessary, in the event of any actual or perceived conflict of interest one additional counsel for such affected Lenders (taken as a wholeLenders); (ii) [reserved]in the event (x) that any of the Mortgages are foreclosed in whole or in part or that any of the Mortgages are put into the hands of an attorney for collection, suit, action or foreclosure, (y) of the foreclosure of any mortgage prior to or subsequent to any of the Mortgages in which proceeding the Administrative Agent is made a party, or (z) of the bankruptcy, insolvency, rehabilitation or other similar proceeding in respect of the Borrower or any of its Subsidiaries, pay all costs of collection and defense, including reasonable attorneys' fees in connection therewith and in connection with any appellate proceeding or postjudgment action involved therein, which shall be due and payable together with all required service or use taxes; (iii) pay and hold the Administrative Agent, the Revolving Agent, the Lead Arrangers Agent and each 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 hold the Administrative Agent, the Revolving Agent and save each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Administrative Agent, the Revolving Agent or such Lender) to pay such taxes; and (iv) indemnify each Lender and the Administrative Agent, the Revolving Agent, the Lead Arrangers, each Lender and each of their respective Affiliates, and their respective its officers, directors, employees, advisors, representatives and agents (eachcollectively, an “Indemnified Person”"INDEMNITEES") from and hold each of them harmless from and against any and all liabilities, losses, damagesliabilities, claims, and documented damages or expenses (limited in the case of legal fees and expenses to the reasonable and documented or invoiced fees, disbursements and other charges of one counsel for the Indemnified Persons (taken as a whole) (and, in the case of an actual or perceived conflict of interest, one additional counsel to the affected Indemnified Persons, taken as a whole) and, if reasonably necessary, one local counsel in each relevant material jurisdiction (which may include a single special counsel acting in multiple jurisdictions) 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, of (a) any claimEnvironmental Claims, as provided in the Environmental Indemnity Agreement, (b) any investigation, litigation or other proceeding (whether or not the Administrative Agent, the Revolving Agent, any Lead Arranger Agent 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 Loan Party, the Permitted Holders and their respective Affiliates and creditors and any other third personthereto) related to the entering into and/or performance of this Agreement, any other Loan Document or the use of the proceeds of any Loans hereunder or the consummation of the Transactions or any other transactions contemplated herein or in any other Loan Document or the exercise of any of their rights or remedies provided herein or in the other Loan Documents, (b) the actual or alleged presence of Materials of Environmental Concern in the air, surface water or groundwater or on the surface or subsurface of any Real Property (i) currently owned, leased or operated by Holdings, the Borrower or any of 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, handling or disposal of Materials of Environmental Concern by Holdings, the Borrower or any of their Subsidiaries at any location, whether or not owned, leased or operated by Holdings, the Borrower or any of their Subsidiaries, (d) the non‑compliance by Holdings, the Borrower or any of their Subsidiaries with any Environmental Law (including applicable permits issued thereunder), or (e) any related claim asserted against Holdings, the Borrower or any of their Subsidiaries or any Real Property currently owned, leased or operated by Holdings, the Borrower or any of their SubsidiariesDocument, 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; provided that no Indemnified Person will be indemnified for proceeding (but excluding any losssuch losses, claimliabilities, damageclaims, liability, cost damages or expense expenses to the extent it has resulted from (w) incurred by reason of the gross negligence, bad faith negligence or willful misconduct of such Indemnified Person or any of its Affiliates, officers, directors, employees, advisors, or agents (as determined by a court of competent jurisdiction in a final and non‑appealable decision), (x) any settlement entered into by such Indemnified Person without the Borrower’s written consent (such consent not person to be unreasonably withheld indemnified 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 Indemnitee who is such Indemnified Person 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 (z) 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 a court of competent jurisdiction has determined in a final and non‑appealable decision did not involve actions or omissions of any an Affiliate of Holdings or any of its Subsidiaries. None of the Borrower, the Guarantors, the Administrative Agent, the Revolving Agent, the Lead Arrangers, any Lender, any Issuing Bank or any of their respective Affiliates or any other Indemnified Person shall be liable for any indirect, special, punitive, exemplary or consequential (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 Loan Partysuch person). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, the Revolving Agent, any Issuing Bank or any Lender person set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. 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 liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby, except to the extent the liability of such Indemnified Person results from such Indemnified Person’s gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non‑appealable decision). 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 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 to the admission, fault or culpability or failure to act by such Indemnified Person.

Payment of Expenses, etc. (a) (a) The Borrower hereby agrees toshall: (i) pay all reasonable and documented or invoiced out‑of‑pocket out-of-pocket costs and expenses of (aw) of the Administrative Agent, the Revolving Agent and the Lead Arrangers ArrangerArrangers (limited in including, without limitation, the case of legal reasonable fees and expenses to the reasonable disbursements of White & Case LLP and documented or invoiced fees, disbursements and other charges of one outside counsel 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 material jurisdictionMoses & Singer LLP) in connection with the preparation, executionexecution and, delivery and administration performance of this Agreement and the other Loan Credit Documents and the documents and instruments referred to herein and therein and any amendment, modification, waiver or consent relating hereto or thereto, thereto (b) of the Administrative Agent, the Revolving Agent, the Lead Arrangers and their respective Affiliates provided that payments in connection with its or their syndication of the 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 of the Lenders in connection with any (x) waiver of an Event of Default that has occurred and is continuing, (y) enforcement of this Agreement and the other Loan Documents and the documents and instruments referred to herein and therein or (z) 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 (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 counsel and one local counsel in any relevant material jurisdiction (in each case, as selected by the 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, in the event of any actual or perceived conflict of interest one additional counsel for such affected Lenders (taken as a whole); (ii) [reserved]; (iii) pay and hold the Administrative Agent, the Revolving Agent, the Lead Arrangers and each of the Lenders harmless from and against any and all Other Taxes with respect to the foregoing matters and hold the Administrative Agent, the Revolving Agent and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Administrative Agent, the Revolving Agent or such Lender) to pay such taxes; and (iv) indemnify the Administrative Agent, the Revolving Agent, the Lead Arrangers, each Lender and each of their respective Affiliates, and their respective officers, directors, employees, advisors, and agents (each, an “Indemnified Person”) and hold each of them harmless from and against any and all liabilities, losses, damages, claims, and documented expenses (limited in the case of legal fees and expenses shall be limited to the reasonable and documented or invoiced fees, disbursements and other charges of a single external counsel to the Administrative Agent, the Lead ArrangerArrangers , Issuing Lenders and each 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 necessary, one local or special counsel for the Indemnified in any relevant jurisdiction to such Persons (taken as a whole) (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)), (x) each of the Administrative Agent and the Lead ArrangerArrangers in connection with its syndication efforts with respect to this 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 Administrative Agent and the Lead Arranger and, during the continuation of an Event of Default, each 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 (provided that payments in respect of legal fees and expenses shall be limited to actual reasonable documented out-of-pocket fees, disbursements and other charges of one counsel to and consultants for the Administrative Agent, the Lead ArrangerArranger s, the Issuing Lenders and the Lenders, an additional external counsel to the Administrative Agent and if necessary, one local counsel in any relevant jurisdiction to such Persons, and in the case of a conflict of interest, one additional counsel to such Persons) in each case promptly following receipt of a reasonably detailed invoice therefor; and (ii) indemnify each Agent and each Lender (including in its capacity as an Issuing Lender), and each of their respective officers, directors, employees, representatives, affiliates, advisors and 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 and expenses (limited in the affected Indemnified Personscase of legal fees and expenses, taken as a whole) andto the reasonable and documented fees, disbursements and other charges of one counsel to each indemnitee, and if reasonably necessary, one local or special counsel in each any relevant material jurisdiction to such Person (which may include 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)) 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 Lead Arranger Agent 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 Loan Party, the Permitted Holders and their respective Affiliates and creditors and any other third personthereto) related to the entering into and/or performance of this Agreement, Agreement or any other Loan 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 Loans hereunder or the consummation of the Transactions or any other transactions contemplated herein or in any other Loan Credit Document or the exercise of any of their rights or remedies provided herein or in the other Loan Credit Documents, or (b) the actual or alleged presence of Hazardous Materials of Environmental Concern in the air, surface water or groundwater or on the surface or subsurface of any Real Property (i) currently owned, leased owned or at any time operated by Holdings, the Borrower or any of 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 its Subsidiaries, (c) the generation, storage, transportation, handling or disposal of Hazardous Materials of Environmental Concern by Holdings, the Borrower or any of their Subsidiaries at any location, whether or not owned, leased owned or operated by Holdings, the Borrower or any of their its Subsidiaries, the non-compliance of any Real Property with foreign, federal, state and local laws, regulations, and ordinances (dincluding applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against the non‑compliance Borrower, any of its Subsidiaries, or any Real Property owned or at any time operated by Holdings, the Borrower or any of their Subsidiaries with any Environmental Law (including applicable permits issued thereunder), or (e) any related claim asserted against Holdings, the Borrower or any of their Subsidiaries or any Real Property currently owned, leased or operated by Holdings, the Borrower or any of their 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; provided that no Indemnified Person will be indemnified for proceeding (but excluding any losslosses, claimliabilities, damageclaims, liability, cost damages or expense expenses to the extent it has resulted from (w) incurred by reason of the gross negligence, bad faith negligence or willful misconduct of, or material breach of such its material obligations under this Agreement or any other Credit Document by, the Indemnified Person or any of its Affiliates, officers, directors, employees, advisors, or agents to be indemnified (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 (z) 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 a court of competent jurisdiction has determined in a final and non‑appealable decision did not involve actions or omissions of any Affiliate of Holdings or any of its Subsidiaries. None of the Borrower, the Guarantors, the Administrative Agent, the Revolving Agent, the Lead Arrangers, any Lender, any Issuing Bank or any of their respective Affiliates or any other Indemnified Person shall be liable for any indirect, special, punitive, exemplary or consequential (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 Loan Party. To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, the Revolving Agent, any Issuing Bank Agent or any Lender set forth in the preceding sentence may be is unenforceable because it is violative of any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. 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. (b) (b) To the full extent permitted by applicable law, each none 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 parties hereto shall not assert, and each party hereto hereby waives, any claim against any Indemnified Person or any other Person party hereto or their respective Affiliateshereto, on any theory of liability, for consequential, special, indirect, consequential (including lost profits), exemplary, indirect or 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 liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Credit Documents or the transactions contemplated hereby or thereby, except to the extent the liability of such Indemnified Person results from such Indemnified Person’s gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non‑appealable non-appealable decision). 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 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 to the admission, fault or culpability or failure to act by such Indemnified Person.

Payment of Expenses, etc. The Borrower Borrowers hereby agrees jointly and severally agree to: (ia) pay all reasonable and documented or invoiced out‑of‑pocket out-of-pocket costs and expenses (aincluding Expenses) of the Administrative Agent, Agents (including the Revolving Agent and the Lead Arrangers (limited in the case of legal reasonable fees and expenses to the reasonable and documented or invoiced fees, disbursements and other charges of one outside counsel and, if reasonably necessary, one local counsel to the Administrative AgentAgents, and expenses in connection with the Revolving Agent, the Lead Arrangers appraisals and Lenders (which term includes each Issuing Bank for purposes of this Article XIIcollateral examinations required pursuant to Section 9.02(b), taken as a whole, in any relevant material jurisdiction) in connection with the preparation, execution, delivery and administration of this Agreement and the other Loan Credit Documents and the documents and instruments referred to herein and therein and any amendment, modification, waiver or consent relating hereto or thereto, (b) of the Administrative Agent, the Revolving Agent, the Lead Arrangers Agent and their respective its Affiliates in connection with its or their syndication of the Term Facility efforts with respect to this Agreement and (c) of the Administrative Agent Agent, each Issuing Lender and the Revolving 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 relevant jurisdiction) and, after the occurrence and during the continuance of an Event of Default, each of the Administrative Agent, the Collateral Agent, the Issuing Lenders and Lenders in connection with any (x) waiver of an Event of Default that has occurred and is continuing, (y) the enforcement of this Agreement and the other Loan Credit Documents and the documents and instruments referred to herein and therein or (z) in connection with any 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 (limited in the case of legal feesincluding, in the case of each of clause (x)case, (y) and (z) above, to the reasonable fees and documented or invoiced out‑of‑pocket costs and expenses disbursements of one counsel counsel, one consultant and one local counsel in any each relevant material jurisdiction (in each casejurisdiction, as selected by the Administrative Agent) for the Administrative AgentAgent and, after the Revolving Agentoccurrence of an Event of Default, one counsel and one financial advisor for the Lead Arrangers and the group of Issuing Lenders and their respective Affiliates (taken as a whole) (one counsel and one financial advisor for the group of Lenders and, if reasonably necessary, solely in the event case of any actual or perceived a conflict of interest as determined by the affected Person, one additional counsel for such in each applicable jurisdiction to the affected Lenders (taken as a wholePerson); (ii) [reserved]; (iiib) pay and hold the Administrative Agent, the Revolving Collateral Agent, each of the Lead Arrangers Issuing Lenders and each 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 hold save the Administrative Agent, the Revolving Agent Collateral Agent, each of the Issuing Lenders and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Administrative Agent, the Revolving Agent such Issuing Lender or such Lender) to pay such taxes; and (ivc) indemnify the Administrative Agent, the Revolving Collateral Agent, the Lead Arrangers, each Issuing Lender and each of their respective AffiliatesLender, and each of their respective officers, directors, employees, advisorsrepresentatives, agents, affiliates, trustees and agents investment advisors (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 documented expenses disbursements (limited in the case of legal including reasonable attorneys’ and consultants’ fees and expenses to the reasonable and documented or invoiced fees, disbursements and other charges of one counsel for the Indemnified Persons (taken as a whole) (and, in the case of an actual or perceived conflict of interest, one additional counsel to the affected Indemnified Persons, taken as a whole) and, if reasonably necessary, one local counsel in each relevant material jurisdiction (which may include a single special counsel acting in multiple jurisdictionsdisbursements) 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 the Administrative Agent, the Revolving Collateral Agent, any Lead Arranger Issuing Lender or any Lender is a party thereto and 135 whether or not such claim, investigation, litigation or other proceeding is brought by or on behalf of any Loan Credit 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, Agreement or any other Loan Credit Document or the use of any Letter of Credit or the proceeds of any Loans hereunder or the consummation of the Transactions Transaction or any other transactions contemplated herein or in any other Loan Credit Document or the exercise of any of their rights or remedies provided herein or in the other Loan Credit Documents, or (bii) the actual or alleged presence of Hazardous Materials of Environmental Concern in the air, surface water or groundwater or on the surface or subsurface of any Real Property (i) currently at any time owned, leased or operated by Holdings, the Borrower any Credit Party or any of 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 respective Subsidiaries, (c) the generation, storage, transportation, handling or disposal of Hazardous Materials of Environmental Concern by Holdings, the Borrower any Credit Party or any of their respective Subsidiaries at any location, whether or not owned, leased or operated by Holdings, the Borrower any Credit Party or any of their respective Subsidiaries, (d) the non‑compliance non-compliance by Holdings, the Borrower any Credit Party or any of their respective Subsidiaries with any Environmental Law (including applicable permits issued Environmental Permits thereunder), or (e) any related claim Environmental Claim asserted against Holdingsany Credit Party, the Borrower or any of their respective Subsidiaries or any Real Property currently at any time owned, leased or operated by Holdings, the Borrower any Credit Party 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; provided that no Indemnified Person will be indemnified for proceeding (but excluding (x) any losslosses, claimliabilities, damageclaims, liability, cost damages or expense expenses to the extent it has resulted from (w) incurred by reason of the gross negligence, bad faith negligence or willful misconduct of such the Indemnified Person or any of its Affiliates, officers, directors, employees, advisors, or agents to be indemnified (as determined by a court of competent jurisdiction in a final and non‑appealable nonappealable 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 (z) any dispute between and disputes solely among Indemnified Persons (other than a dispute involving claims (A) any disputes relating to any act or omission of any Credit Party or its Affiliates and (B) any claim against the Administrative Agent, the Revolving Agent or the Collateral Agent, any Lead Arrangers Arranger or any other agent Issuing Lender in its capacity or co‑agent in fulfilling such roles under or pursuant to this Agreement) and (if anyz) any losses, liabilities, claims, damages or expenses relating to the matters referred to in Sections 2.10, 2.11, 3.06 and 5.04 (and solely which shall be the sole remedy in the case of a co-agent, solely in connection with its syndication respect of the Term Facility and Revolving Facility) that a court of competent jurisdiction has determined in a final and non‑appealable decision did not involve actions or omissions of any Affiliate of Holdings or any of its Subsidiaries. None of the Borrower, the Guarantors, the Administrative Agent, the Revolving Agent, the Lead Arrangers, any Lender, any Issuing Bank or any of their respective Affiliates or any other Indemnified Person shall be liable for any indirect, special, punitive, exemplary or consequential (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 matters set forth in this Section 12.01 of any Loan Partytherein)). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, the Revolving Collateral Agent, any Issuing Bank Lender or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower the 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. 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 Credit Party shall not assert, and hereby waives, any claim against any Indemnified Person or any other Person party hereto or their respective AffiliatesPerson, 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 Agreement, any other Credit Document or any agreement or instrument contemplated herebyhereby or thereby, the transactions contemplated hereby or thereby, any Loan Loan, Letter of Credit 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 other Loan Credit Documents or the transactions contemplated hereby or thereby, except to the extent the liability of such Indemnified Person results from such Indemnified Person’s gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non‑appealable nonappealable decision). No Loan PartyIn addition, Permitted Holder nor any of their respective Affiliates willthe Borrowers jointly and severally agree to reimburse the Administrative Agent and the Collateral Agent for all reasonable third party administrative, without audit and monitory expenses incurred in connection with 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 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 Borrowing Base 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 Persondeterminations thereunder.