Common use of Payment of Expenses; Indemnification Clause in Contracts

Payment of Expenses; Indemnification. The Borrower agrees to pay, upon demand, all reasonable out-of-pocket costs and expenses of (a) the Agent and each Lender in connection with (i) the negotiation, preparation, execution and delivery of this Credit Agreement and the other Credit Documents and the documents and instruments referred to therein (including, without limitation, the reasonable fees and expenses of special external counsel to the Agent and special external counsel to the Lenders and the fees and expenses of special external counsel for the Agent in connection with collateral issues but excluding any amounts for services rendered by internal counsel) and (ii) any amendment, waiver or consent relating hereto and thereto including, without limitation, any such amendments, waivers or consents resulting from or related to any work-out, re-negotiation or restructure relating to the performance by the Borrower under this Credit Agreement and (b) the Agent and each Lender in connection with enforcement of the Credit Documents and the documents and instruments referred to therein, including but not limited to, any work-out, re-negotiation or restructure relating to the performance by the Borrower under this Credit Agreement, including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent and each of the Lenders (including the allocated costs of internal counsel). In addition, the Borrower agrees to pay, upon demand, for the separate account of Agent, audit, appraisal, and valuation fees and charges as follows: (i) a fee of $750 per day, per auditor, plus out-of-pocket expenses for each financial audit performed by personnel employed by Agent, (ii) if implemented, a one time charge of $3,000 plus out-of-pocket expenses for expenses for the establishment of electronic collateral reporting systems, (iii) a fee of $1,500 per day per appraiser, plus out-of-pocket expenses, for each appraisal of the Collateral performed by personnel employed by Agent, and (iv) the actual charges paid or incurred by Agent if it elects to employ the services of one or more third Persons to perform financial audits, to appraise the Collateral, or any portion thereof, or to assess the Borrower's (or any of its Subsidiaries')

Payment of Expenses; Indemnification. The Borrower agrees (a) to pay, upon demand, pay or reimburse the Agents for all their reasonable and documented out-of-pocket costs and expenses of (awithout duplication) the Agent and each Lender incurred in connection with (i) the negotiation, preparation, preparation and execution and delivery of of, and any amendment, supplement, waiver or modification to, this Credit Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the documents consummation and instruments referred administration of the transactions contemplated hereby and thereby (limited (i) in the case of legal fees and expenses, to therein the reasonable documented fees, disbursements and other charges of Xxxxxx & Xxxxxxx LLP (includingor such other counsel as may be agreed by the Administrative Agent and the Borrower) and, without limitationif reasonably necessary, of a single firm of local counsel in each relevant jurisdiction, excluding in all cases allocated costs of in-house counsel, and (ii) in the case of fees and expenses related to any other advisor or consultant, solely to the extent the Borrower has consented to the retention or engagement of such Person), (b) to pay or reimburse each Agent for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the reasonable other Credit Documents and any other documents delivered in connection herewith or therewith upon the occurrence and during the continuance of an Event of Default (limited, in the case of legal fees and expenses of special external counsel the Agents and the Lenders (taken as a whole), to the reasonable documented fees, disbursements and other charges of Xxxxxx & Xxxxxxx LLP (or such other counsel as may be agreed by the Administrative Agent and special external the Borrower) and (x) if reasonably necessary, of a single firm of local counsel to the Lenders in each relevant jurisdiction and the fees and expenses (y) if there is an actual conflict of special external interest, one additional counsel for the affected similarly situated (taken as a whole) Persons), in each case excluding in all cases allocated costs of in-house counsel, and (c) to pay, indemnify, and hold harmless each Lender, each Agent and their respective Affiliates, directors, officers, members, controlling persons, employees, trustees, investment advisors, and agents and successors of the foregoing (in connection with collateral issues but each case, excluding any amounts Excluded Affiliate, the “Indemnified Persons”) from and against any and all actual losses, damages, claims, expenses or liabilities of any kind or nature whatsoever (limited (i) in the case of legal fees and expenses, to the reasonable and documented fees, disbursements, and other charges of one primary counsel and, if reasonably necessary, one local counsel in each relevant jurisdiction for services rendered by internal all such Indemnified Persons (taken as a whole) and, if there is an actual conflict of interest, one additional counsel for the affected Indemnified Persons similarly situated (taken as a whole), in each case excluding in all cases allocated costs of in-house counsel) , and (ii) any amendment, waiver or consent relating hereto in the case of fees and thereto including, without limitation, any such amendments, waivers or consents resulting from or expenses related to any work-outother advisor or consultant, re-negotiation solely to the extent the Borrower has consented to the retention or restructure engagement of such Person in writing), in each case to the extent arising out of or relating to the performance any claim, litigation or other proceeding, regardless whether any such Indemnified Person is a party thereto or whether such claim, litigation or other proceeding is brought by a third party or by the Borrower under or any of its Affiliates, that is related to the execution, delivery, enforcement, performance, and administration of this Agreement, the other Credit Agreement Documents and other documents delivered in connection herewith or therewith or the use of proceeds of any Credit Facility (ball the foregoing in this clause (c), collectively, the “Indemnified Liabilities”); provided that the Borrower shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities (i) resulting from disputes between and among any Indemnified Persons (or any of such Indemnified Person’s Affiliates or any of its or their respective officers, directors, employees, agents, controlling persons, members or the successors of any of the foregoing) that does not involve an act or omission by the Borrower or any of its Subsidiaries (other than any claims against the Administrative Agent, any Joint Lead Arranger or any Joint Bookrunner in their respective capacities as such, subject to the immediately succeeding clause (ii)), (ii) to the extent it has been determined by a final non-appealable judgment of a court of competent jurisdiction to have resulted from (x) the Agent gross negligence, bad faith or willful misconduct of such Indemnified Person (or any of such Indemnified Person’s Affiliates or any of its or their respective officers, directors, employees, agents, controlling persons, members or the successors of any of the foregoing) or (y) a material breach of any Credit Document by such Indemnified Person (or any of such Indemnified Person’s Affiliates or any of its or their respective officers, directors, employees, agents, controlling persons, members or the successors of any of the foregoing) or (iii) in its capacity as a financial advisor to the Borrower and each Lender any of its Subsidiaries in connection with enforcement the Transactions. No Person entitled to indemnification under Section 13.5(c) and no other Person party to this Agreement shall be liable (1) for any damages to any other Indemnified Person or party hereto arising from the use by others of the Credit Documents and the documents and instruments referred to therein, including but not limited to, any work-out, re-negotiation information or restructure relating to the performance by the Borrower under this Credit Agreement, including, without limitation, other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement except to the extent that such damage resulted from bad faith, willful misconduct or gross negligence of such Indemnified Person, such other Person or any of such Indemnified Person’s or such other Person’s Affiliates or any of its or their respective officers, directors, employees, agents, controlling persons, members or the successors of any of the foregoing or (2) for any special, punitive, indirect or consequential damages relating to this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date); provided, that this clause (2) shall not limit the Borrower’s indemnity or reimbursement obligations to the extent such special, punitive, indirect or consequential damages are included in any claim by a third party with respect to which the applicable Indemnified Person is entitled to indemnification in accordance with Section 13.5(c). All amounts due under this Section 13.5 shall be paid within thirty (30) days after written demand therefor (together with backup documentation supporting such reimbursement request); provided, however, that an Indemnified Person shall promptly refund any amount to the extent that there is a final judicial or arbitral determination that such Indemnified Person was not entitled to indemnification rights with respect to such payment pursuant to this Section 13.5. The Borrower shall not be liable for any settlement of any proceeding effected without the Borrower’s written consent (which consent shall not be unreasonably withheld or delayed), but if settled with the Borrower’s written consent or if there is a final and non-appealable judgment by a court of competent jurisdiction for the plaintiff in any such enforcement, the reasonable fees and disbursements of counsel for the Agent and each of the Lenders (including the allocated costs of internal counsel). In additionproceeding, the Borrower agrees to payindemnify and hold harmless each Indemnified Person from and against any and all actual losses, upon demanddamages, for the separate account of Agentclaims, audit, appraisalliabilities, and valuation fees reasonable and charges as follows: (i) a fee of $750 per day, per auditor, plus documented legal or other out-of-pocket expenses for each financial audit performed by personnel employed reason of such settlement or judgment in accordance with, and to the extent provided in, the other provisions of this Section 13.5. Holdings, the Borrower and their respective Subsidiaries shall not, without the prior written consent of any Indemnified Person (which consent shall not be unreasonably withheld or delayed), effect any settlement of any pending or threatened proceedings in respect of which indemnity could have been sought hereunder by Agent, such Indemnified Person unless such settlement (i) includes an unconditional release of such Indemnified Person in form and substance reasonably satisfactory to such Indemnified Person from all liability or claims that are the subject matter of such proceedings and (ii) if implementeddoes not include any statement as to or any admission of fault, culpability, wrongdoing or a one time charge failure to act by or on behalf of $3,000 plus out-of-pocket expenses for expenses for any Indemnified Person. Each Indemnified Person, by its acceptance of the establishment benefits of electronic collateral reporting systemsthis Section 13.5, (iii) a fee agrees to refund and return any and all amounts paid by the Borrower to it if, pursuant to limitations on indemnification set forth in this Section 13.5, such Indemnified Person was not entitled to receipt of $1,500 per day per appraisersuch amounts. The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder. This Section 13.5 shall not apply with respect to Taxes, plus out-of-pocket other than any Taxes that represent liabilities, obligations, losses, damages, penalties, judgments, costs, expenses, for each appraisal of the Collateral performed by personnel employed by Agentor disbursements, and (iv) the actual charges paid or incurred by Agent if it elects to employ the services of one or more third Persons to perform financial auditsetc., to appraise the Collateral, or arising from any portion thereof, or to assess the Borrower's (or any of its Subsidiaries')non-Tax claim.

Payment of Expenses; Indemnification. The Borrower agrees (a) to pay, upon demand, pay or reimburse the Administrative Agent and the Joint Lead Arrangers for all of their reasonable and documented out-of-pocket costs and expenses (with respect to attorney costs, limited to reasonable fees, disbursements and other charges of (a) one primary counsel to the Administrative Agent and each Lender the Joint Lead Arrangers) incurred in connection with (i) the negotiation, preparation, preparation and execution and delivery of of, and any amendment, waiver, supplement or modification to, this Credit Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, in its capacity as counsel to the Administrative Agent, and one counsel in each appropriate local jurisdiction (other than any allocated costs of in-house counsel), (b) to pay or reimburse the Administrative Agent, and each Lender (for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents (with respect to attorney costs, limited to the reasonable fees, disbursements and instruments referred other charges of one primary counsel and one additional local counsel in each material jurisdiction to therein the Administrative Agent and the Lenders and, solely in the case of an actual or potential conflict of interest, one additional legal counsel in each of the applicable jurisdictions of the affected Administrative Agent and Lenders), (c) to pay, indemnify, and hold harmless each Lender, Letter of Credit Issuer and the Administrative Agent from, any and all recording and filing fees and (d) to pay, indemnify, and hold harmless each Lender, Letter of Credit Issuer and the Administrative Agent and their respective Related Parties from and against any and all other liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, whether or not such proceedings are brought by the Borrower, any of its Related Parties or any other third Person (with respect to attorney costs, limited to the reasonable and documented fees, disbursements and other charges of one primary counsel for all such Persons, taken as a whole, and, if necessary, of a single firm of local counsel in each appropriate jurisdiction for all such Persons, taken as a whole (unless there is an actual or perceived conflict of interest in which case each such Person may, with the consent of the Borrower (not to be unreasonably withheld or delayed) retain its own counsel), with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Credit Documents and any such other documents, including, without limitation, any of the foregoing relating to the violation of, noncompliance with or liability under, any applicable Environmental Law (other than by such indemnified person or any of its Related Parties (other than any trustee or advisor)) or to any actual or alleged presence, release or threatened release of Hazardous Materials involving or attributable to the operations of the Borrower, any of its Subsidiaries or any of the Oil and Gas Properties (all the foregoing in this clause (d), collectively, the “Indemnified Liabilities”); provided that the Borrower shall have no obligation hereunder to the Administrative Agent or any Lender or any of their respective Related Parties with respect to Indemnified Liabilities to the extent it has been determined by a final non-appealable judgment of a court of competent jurisdiction to have resulted from (i) the gross negligence, bad faith or willful misconduct of the party to be indemnified or any of its Related Parties (IT BEING THE INTENTION OF THE PARTIES HERETO THAT EACH LENDER, LETTER OF CREDIT ISSUER AND THE ADMINISTRATIVE AGENT AND THEIR RESPECTIVE RELATED PARTIES SHALL, IN ALL CASES, BE INDEMNIFIED FOR ITS ORDINARY COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE), (ii) any material breach of any Credit Document by the party to be indemnified or (iii) disputes, claims, demands, actions, judgments or suits not arising from any act or omission by the Borrower or its Affiliates, brought by an indemnified Person against any other indemnified Person (other than disputes, claims, demands, actions, judgments or suits involving claims against the Administrative Agent in its capacity as such). NO PERSON ENTITLED TO INDEMNIFICATION UNDER CLAUSE (D) OF THIS SECTION 14.5 SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY UNINTENDED RECIPIENTS OF ANY INFORMATION OR OTHER MATERIALS DISTRIBUTED BY IT THROUGH TELECOMMUNICATIONS, ELECTRONIC OR OTHER INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT OR THE OTHER CREDIT DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. THE TELECOMMUNICATIONS, ELECTRONIC OR OTHER INFORMATION TRANSMISSION SYSTEMS USED BY THE ADMINISTRATIVE AGENT IS PROVIDED “AS IS” AND “AS AVAILABLE.” NONE OF THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES WARRANT THE ADEQUACY OF SUCH TELECOMMUNICATIONS, ELECTRONIC OR OTHER INFORMATION TRANSMISSION SYSTEMS AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE COMMUNICATIONS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES IN CONNECTION WITH ANY COMMUNICATIONS OR ANY TELECOMMUNICATIONS, ELECTRONIC OR OTHER INFORMATION TRANSMISSION SYSTEMS. No Person entitled to indemnification under clause (d) of this Section 14.5, nor the Borrower or any of its Subsidiaries, shall have any liability for any special, punitive, indirect, exemplary or consequential damages (including, without limitation, the reasonable fees and expenses any loss of special external counsel profits, business or anticipated savings) relating to the Agent and special external counsel to the Lenders and the fees and expenses this Agreement or any other Credit Document or arising out of special external counsel for the Agent its activities in connection herewith or therewith (whether before or after the Funding Date); provided that the foregoing shall not negate the Borrower’s obligations with collateral issues but excluding any respect to Indemnified Liabilities. All amounts for services rendered by internal counsel) and (ii) any amendment, waiver or consent relating hereto and thereto including, without limitation, any such amendments, waivers or consents resulting from or related to any work-out, re-negotiation or restructure relating to the performance payable under this Section 14.5 shall be paid within 10 Business Days of receipt by the Borrower under of an invoice relating thereto setting forth such expense in reasonable detail. The agreements in this Credit Agreement and (b) the Agent and each Lender in connection with enforcement Section 14.5 shall survive repayment of the Credit Documents Loans and all other amounts payable hereunder. This Section 14.5 shall not apply with respect to any claims for Taxes which shall be governed exclusively by Section 5.4 and, to the documents and instruments referred to extent set forth therein, including but not limited to, any work-out, re-negotiation or restructure relating to the performance by the Borrower under this Credit Agreement, including, without limitation, in connection with any such enforcement, the reasonable fees Sections 2.10 and disbursements of counsel for the Agent and each of the Lenders (including the allocated costs of internal counsel). In addition, the Borrower agrees to pay, upon demand, for the separate account of Agent, audit, appraisal, and valuation fees and charges as follows: (i) a fee of $750 per day, per auditor, plus out-of-pocket expenses for each financial audit performed by personnel employed by Agent, (ii) if implemented, a one time charge of $3,000 plus out-of-pocket expenses for expenses for the establishment of electronic collateral reporting systems, (iii) a fee of $1,500 per day per appraiser, plus out-of-pocket expenses, for each appraisal of the Collateral performed by personnel employed by Agent, and (iv) the actual charges paid or incurred by Agent if it elects to employ the services of one or more third Persons to perform financial audits, to appraise the Collateral, or any portion thereof, or to assess the Borrower's (or any of its Subsidiaries')3.5.

Payment of Expenses; Indemnification. The Except with respect to Taxes which are addressed in Section 2.10, the Borrower agrees (a) to pay, upon demand, pay or reimburse the Administrative Agent for all of its reasonable and documented out-of-pocket costs and expenses of (a) the Agent and each Lender incurred in connection with the syndication of the Facility (iother than fees payable to syndicate members) and the negotiationdevelopment, preparation, execution and delivery of this Credit Agreement and the other Credit Loan Documents and any other documents prepared in connection herewith or therewith and any amendment, supplement or modification thereto, and, as to the documents Administrative Agent only, the administration of the transactions contemplated hereby and instruments referred to therein (thereby, including, without limitation, the reasonable fees and expenses disbursements and other charges of special external a single firm of counsel to the Agent and special external counsel to the Lenders and the fees and expenses Agents (plus one firm of special external regulatory counsel for the Agent and one firm of local counsel per material jurisdiction as may reasonably be necessary in connection with collateral issues but excluding matters) in connection with all of the foregoing, (b) to pay or reimburse each Lender and the Administrative Agent for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement of any amounts rights under this Agreement, the other Loan Documents and any such other documents, including, without limitation, the documented fees and disbursements of a single firm of counsel and, if necessary, a single firm of special regulatory counsel and a single firm of local counsel per material jurisdiction as may reasonably be necessary, for services rendered by internal counsel) the Administrative Agent and the Lenders, taken as a whole, and (iic) to pay, indemnify or reimburse each Lender, the Administrative Agent, each Lead Arranger and their respective affiliates, and their respective officers, directors, employees, trustees, advisors, agents and controlling Persons (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against any amendmentand all other liabilities, waiver obligations, losses, damages, penalties, costs, expenses or consent disbursements arising out of any actions, judgments or suits of any kind or nature whatsoever, arising out of or in connection with any claim, action or proceeding relating hereto to or otherwise with respect to the execution, delivery, enforcement, performance and thereto administration of this Agreement, the other Loan Documents and any such other documents, including, without limitation, any such amendments, waivers or consents resulting from or related to any work-out, re-negotiation or restructure of the foregoing relating to the performance by use of proceeds of the Borrower under this Credit Agreement Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries or any of the Properties and (b) the Agent fees and each Lender disbursements and other charges of legal counsel in connection with enforcement of claims, actions or proceedings by any Indemnitee against Holdings or the Credit Documents and Borrower hereunder (all the documents and instruments referred foregoing in this clause (c), collectively, the “Indemnified Liabilities”); provided that, neither Holdings nor the Borrower shall have any obligation hereunder to therein, including but not limited to, any work-out, re-negotiation or restructure relating Indemnitee with respect to Indemnified Liabilities to the performance extent such Indemnified Liabilities are found by the Borrower under this Credit Agreement, including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements a court of counsel for the Agent and each of the Lenders (including the allocated costs of internal counsel). In addition, the Borrower agrees competent jurisdiction to pay, upon demand, for the separate account of Agent, audit, appraisal, and valuation fees and charges as follows: have resulted from (i) a fee the gross negligence, bad faith or willful misconduct of $750 per day, per auditor, plus out-of-pocket expenses for each financial audit performed by personnel employed by Agentsuch Indemnitee or its Related Persons, (ii) if implemented, a one time charge material breach of $3,000 plus out-of-pocket expenses for expenses for the establishment of electronic collateral reporting systems, Loan Documents by such Indemnitee or its Related Persons or (iii) a fee of $1,500 per day per appraiser, plus out-of-pocket expenses, for each appraisal disputes solely among Indemnitees or their Related Persons (it being understood that this clause (iii) shall not apply to the indemnification of the Collateral performed by personnel employed by AgentAdministrative Agent or Lead Arranger in a suit involving the Administrative Agent or Lead Arranger in its capacity as such). For purposes hereof, and a “Related Person” of an Indemnitee means (ivi) if the actual charges paid or incurred by Indemnitee is the Administrative Agent if it elects to employ the services of one or more third Persons to perform financial audits, to appraise the Collateral, or any portion thereof, or to assess the Borrower's (or any of its Subsidiaries')affiliates or their respective officers, directors, employees, agents and controlling Persons, any of the Administrative Agent and its affiliates and their respective officers, directors, employees, agents and controlling Persons, and (ii) if the Indemnitee is any Lender or any of its affiliates or their respective officers, directors, employees, agents and controlling Persons, any of such Lender and its affiliates and their respective officers, directors, employees, agents and controlling Persons. All amounts due under this Section 9.5 shall be payable promptly after receipt of a reasonably detailed invoice therefor. Statements payable by the Borrower pursuant to this Section 9.5 shall be submitted to the Borrower at the address thereof set forth in Section 9.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent. The agreements in this Section 9.5 shall survive repayment of the Obligations.

Payment of Expenses; Indemnification. (a) The Borrower agrees (i) to pay, upon demand, pay or reimburse each of the Agents for all their reasonable and documented out-of-pocket costs and expenses of (awithout duplication) the Agent and each Lender incurred in connection with (i) the negotiationdevelopment, preparation, execution and delivery of of, and any amendment, supplement, modification to, waiver and/or enforcement this Credit Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the documents consummation and instruments referred to therein (includingadministration of the transactions contemplated hereby and thereby, without limitation, including the reasonable fees fees, disbursements and expenses other charges of special external Xxxx Xxxxxxxx LLP (or such other counsel to as may be agreed by the Term Administrative Agent and special external the Borrower), one counsel in each relevant local jurisdiction with the consent of the Borrower (such consent not to the Lenders and the fees and expenses of special external counsel for the Agent in connection with collateral issues but excluding any amounts for services rendered by internal counsel) and be unreasonably withheld or delayed), (ii) any amendment, waiver to pay or consent relating hereto reimburse each Agent for all its reasonable and thereto including, without limitation, any such amendments, waivers or consents resulting from or related to any work-out, re-negotiation or restructure relating to the performance by the Borrower under this Credit Agreement and (b) the Agent and each Lender in connection with enforcement of the Credit Documents and the documents and instruments referred to therein, including but not limited to, any work-out, re-negotiation or restructure relating to the performance by the Borrower under this Credit Agreement, including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent and each of the Lenders (including the allocated costs of internal counsel). In addition, the Borrower agrees to pay, upon demand, for the separate account of Agent, audit, appraisal, and valuation fees and charges as follows: (i) a fee of $750 per day, per auditor, plus documented out-of-pocket costs and expenses for each financial audit performed by personnel employed by incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents, including the reasonable fees, disbursements and other charges of one firm or counsel to the Administrative Agents and the Collateral Agent, and, to the extent required, one firm or local counsel in each relevant local jurisdiction with the Borrower’s consent (iisuch consent not to be unreasonably withheld or delayed (which may include a single special counsel acting in multiple jurisdictions), and (iii) if implementedto pay, a one time charge indemnify and hold harmless each Lender, each Agent and their respective Related Parties (without duplication) (the “Indemnified Persons”) from and against any and all losses, claims, damages, liabilities, obligations, demands, actions, judgments, suits, costs, expenses, disbursements or penalties of $3,000 plus any kind or nature whatsoever (in each case, excluding allocated costs of in-house counsel) (and the reasonable and documented out-of-pocket expenses legal fees, expenses, disbursements and other charges of one firm of counsel for expenses all Indemnified Persons, taken as a whole (and, in the case of an actual or perceived conflict of interest where the Indemnified Person affected by such conflict notifies the Borrower of any existence of such conflict and, after the Borrower has given its consent (which consent shall not be unreasonably withheld or delayed), in connection with the investigating or defending any of the foregoing (including the reasonable fees) has retained its own counsel, of another firm of counsel for such affected Indemnified Person), and to the establishment extent required, one firm or local counsel in each relevant, material jurisdiction (which may include a single special counsel acting in multiple jurisdictions)) of electronic collateral reporting systemsany such Indemnified Person arising out of or relating to any action, claim, litigation, investigation or other proceeding (regardless of whether such Indemnified Person is a party thereto or whether or not such action, claim, litigation or proceeding was brought by the Borrower, any of its Subsidiaries or any other Person), arising out of, or with respect to the Transactions or to the execution, enforcement, delivery, performance and administration of this Agreement, the other Credit Documents and any such other documents, including any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law or any actual or alleged presence, Release or threatened Release of Hazardous Materials relating in any way to the Borrower or any of its Subsidiaries (all the foregoing in this clause (iii), collectively, the “Indemnified Liabilities”); provided that the Borrower shall have no obligation hereunder to any Indemnified Person with respect to indemnified liabilities to the extent arising from (i) the gross negligence, bad faith or willful misconduct of such Indemnified Person or any of its Related Parties as determined in a final and non-appealable judgment of a court of competent jurisdiction, (ii) a material breach of the obligations of such Indemnified Person or any of its Related Parties under the terms of this Agreement or any other Credit Document by such Indemnified Person or any of its Related Parties as determined in a final and non-appealable judgment of a court of competent jurisdiction, (iii) in the case of a fee of $1,500 per day per appraiserproceeding initiated by a Credit Party against any Indemnified Person, plus out-of-pocket expenses, for each appraisal a breach of the Collateral performed by personnel employed by Agent, and (iv) the actual charges paid or incurred by Agent if it elects to employ the services obligations of one or more third Persons to perform financial audits, to appraise the Collateral, or any portion thereof, or to assess the Borrower's (such Indemnified Person or any of its Related Parties of this Agreement or any other Credit Document as determined in a final and non-appealable judgment of a court of competent jurisdiction or (iv) any proceeding between and among Indemnified Persons that does not involve an act or omission by the Borrower or its Subsidiaries'; provided the Agents, Letter of Credit Issuer and Swingline Lender to the extent acting in their capacity as such, shall remain indemnified in respect of such proceeding, to the extent that none of the exceptions set forth in clause (i), (ii) or (iii) of the immediately preceding proviso applies to such person at such time. The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder. This Section 13.5 shall not apply with respect to Taxes, other than any Taxes that represent losses, claims, damages, liabilities, obligations, penalties, actions, judgments, suits, cost, expenses, or disbursements arising from any non-Tax claim. (b) No Credit Party nor any Indemnified Person shall have any liability for any special, punitive, indirect or consequential damages resulting from this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date); provided that the foregoing shall not limit the Borrower’s indemnification obligations to the Indemnified Persons pursuant to Section 13.5(a) in respect of damages incurred or paid by an Indemnified Person to a third 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 Credit Documents or the transactions contemplated hereby or thereby, except to the extent that such damages have resulted from the willful misconduct, bad faith or gross negligence of any Indemnified Person or any of its Related Parties as determined by a final and non-appealable judgment of a court of competent jurisdiction.

Payment of Expenses; Indemnification. (a) The Borrower agrees (i) to paypay or reimburse each of the Agents, upon demand, the Lead Arrangers and the Joint Bookrunners for all their reasonable and documented or invoiced out-of-pocket costs and expenses (without duplication) associated with the syndication of (a) the Agent Initial Term Loan Facility and each Lender the Revolving Credit Facility and incurred in connection with (i) the negotiationdevelopment, preparation, execution and delivery of, and any amendment, supplement, modification to, waiver and/or enforcement of this Credit Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the documents consummation and instruments referred to therein (includingadministration of the transactions contemplated hereby and thereby, without limitation, including the reasonable fees fees, disbursements and expenses other charges of special external counsel Dxxxx Xxxx & Wxxxxxxx LLP and, to the Agent and extent necessary, a single firm of local counsel in each appropriate local jurisdiction (which may include a single special external counsel acting in multiple jurisdictions) or otherwise retained with the Borrower’s consent (such consent not to the Lenders and the fees and expenses of special external counsel for the Agent in connection with collateral issues but excluding any amounts for services rendered by internal counsel) be unreasonably withheld or delayed), and (ii) any amendment, waiver to pay or consent relating hereto and thereto including, without limitation, any such amendments, waivers or consents resulting from or related to any work-out, re-negotiation or restructure relating to the performance by the Borrower under this Credit Agreement and (b) the Agent and each Lender in connection with enforcement of the Credit Documents and the documents and instruments referred to therein, including but not limited to, any work-out, re-negotiation or restructure relating to the performance by the Borrower under this Credit Agreement, including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent and reimburse each of the Lenders (including the allocated costs of internal counsel). In addition, the Borrower agrees to pay, upon demand, Agents for the separate account of Agent, audit, appraisal, all their reasonable and valuation fees and charges as follows: (i) a fee of $750 per day, per auditor, plus documented or invoiced out-of-pocket costs and expenses for each financial audit performed by personnel employed by Agentincurred in connection with the enforcement or preservation of any rights under this Agreement, (ii) if implementedthe other Credit Documents and any such other documents, including the reasonable fees, disbursements and other charges of one firm or counsel to the Agents, and, to the extent necessary, a one time charge single firm of $3,000 plus out-of-pocket expenses for expenses for local counsel in each appropriate local jurisdiction (which may include a single special counsel acting in multiple jurisdictions) or otherwise retained with the establishment of electronic collateral reporting systemsBorrower’s consent (such consent not to be unreasonably withheld or delayed), and (iii) a fee to pay, indemnify and hold harmless each Lender, each Agent, the Letter of $1,500 per day per appraiserCredit Issuer, plus the Swingline Lender, each Lead Arranger and each Joint Bookrunner and their respective Related Parties (without duplication) (the “Indemnified Parties”) from and against any and all losses, claims, damages, liabilities or penalties (collectively, “Losses”) of any kind or nature whatsoever and the reasonable and documented or invoiced out-of-pocket expenses, for joint or several, to which any such Indemnified Party may become subject, in each appraisal case to the extent of any such Losses and related expenses, to the extent arising out of, resulting from, or in connection with any action, claim, litigation, investigation or other proceeding (including any inquiry or investigation of the Collateral performed foregoing) (any of the foregoing, a “Proceeding”) (regardless of whether such Indemnified Party is a party thereto or whether or not such Proceeding was brought by personnel employed the Borrower, its equity holders, affiliates or creditors or any other third person) and, subject to Section 13.5(e), to reimburse each such Indemnified Party promptly for any reasonable and documented or invoiced out-of-pocket fees and expenses incurred in connection with investigating, responding to or defending any of the foregoing (which in the case of legal fees shall be limited to the reasonable and documented or invoiced out-of-pocket fees, expenses, disbursements and other charges of a single firm of counsel for all Indemnified Parties, taken as a whole and, to the extent necessary, a single firm of local counsel in each appropriate local jurisdiction (which may include a single special counsel acting in multiple jurisdictions) (and, in the case of an actual or perceived conflict of interest where the Indemnified Party affected by Agentsuch conflict notifies the Borrower of any existence of such conflict and in connection with the investigating, responding to or defending any of the foregoing has retained its own counsel, of one other firm of counsel for such affected Indemnified Party)), relating to the Transactions or the execution, delivery, enforcement, performance and administration of this Agreement, the other Credit Documents and any such other documents or the use of the proceeds of the Loans or Letters of Credit (ivall the foregoing in this clause (iii), collectively, the “indemnified liabilities”); provided that this clause (iii) shall not apply with respect to Taxes other than any Taxes that represent losses or damages arising from any non-Tax claim; and provided, further, that the Borrower shall have no obligation hereunder to any Indemnified Party with respect to indemnified liabilities to the extent arising from (a) the actual charges paid gross negligence, bad faith or incurred by Agent if it elects to employ the services willful misconduct of one or more third Persons to perform financial audits, to appraise the Collateral, or any portion thereof, or to assess the Borrower's (such Indemnified Party or any of its Related Parties as determined in a final and non-appealable decision of a court of competent jurisdiction, (b) a material breach of the obligations of such Indemnified Party or any of its Affiliates under the terms of this Agreement or any other Credit Document by such Indemnified Party or any of its Affiliates as determined in a final and non-appealable decision of a court of competent jurisdiction, (c) in addition to clause (b) above, in the case of any Proceeding initiated by Holdings, the Borrower or any Restricted Subsidiary against the relevant Indemnified Party, a breach of the obligations of such Indemnified Party or its Related Parties under the terms of this Agreement or any other Credit Document as determined in a final and non-appealable decision by a court of competent jurisdiction, or (d) any Proceeding brought by any Indemnified Party against any other Indemnified Party that does not involve an act or omission by Holdings, the Borrower or its Restricted Subsidiaries'; provided that each of the Agents, the Letter of Credit Issuer, the Swingline Lender, the Lead Arrangers and the Joint Bookrunners, in each case to the extent fulfilling their respective roles in their capacities as such, shall remain indemnified in respect of such a Proceeding, to the extent that none of the exceptions set forth in clause (a), (b) or (c) of the immediately preceding proviso applies to such Person at such time. All amounts payable under this Section 13.5(a) shall be paid within 30 days after receipt by the Borrower of an invoice relating thereto setting forth such expense in reasonable detail. The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder. (b) No Credit Party nor any Indemnified Party shall have any liability for any special, punitive, indirect or consequential damages (including any loss of profits, business or anticipated savings) in connection with this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date); provided that the foregoing shall not limit the Borrower’s indemnification and reimbursement obligations to the Indemnified Parties pursuant to Section 13.5(a)(iii), to the extent that such special, punitive, indirect or consequential damages are included in any claim by a third party unaffiliated with any of the Indemnified Parties with respect to which the applicable Indemnified Party is entitled to indemnification under Section 13.5(a)(iii). No Indemnified Party shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby, except to the extent that such damages have resulted from the willful misconduct, bad faith or gross negligence of any Indemnified Party or any of its Related Parties as determined by a final and non-appealable decision of a court of competent jurisdiction. (c) No Credit Party shall be liable for any settlement of any Proceeding effected without written consent of the Borrower (which consent shall not be unreasonably withheld or delayed), but if settled with the Borrower’s written consent or if there is a final and non-appealable judgment by a court of competent jurisdiction for the plaintiff in any such Proceeding, each Credit Party agrees to indemnify and hold harmless each Indemnified Party from and against any and all Losses and reasonable and documented or invoiced legal or other out-of-pocket expenses by reason of such settlement or judgment in accordance with and to the extent provided in the other provisions of this Section 13.5. If any Person has reimbursed any Indemnified Party for any legal or other expenses in accordance with such request and there is a final and non-appealable determination by a court of competent jurisdiction that the Indemnified Party was not entitled to indemnification or contribution rights with respect to such payment pursuant to this Section 13.5, then the Indemnified Party shall promptly refund such amount. (d) No Credit Party shall without the prior written consent of any Indemnified Party (which consent shall not be unreasonably withheld or delayed, it being understood that the withholding of consent due to non-satisfaction of any of the conditions described in clauses (i) and (ii) of this sentence shall be deemed reasonable), effect any settlement of any pending or threatened Proceeding in respect of which indemnity could have been sought hereunder by such Indemnified Party unless such settlement (i) includes an unconditional release of such Indemnified Party in form and substance reasonably satisfactory to such Indemnified Party from all liability or claims that are the subject matter of such Proceeding and (ii) does not include any statement as to or any admission of fault, culpability, wrongdoing or a failure to act by or on behalf of any Indemnified Party. (e) In case any proceeding is instituted involving any Indemnified Party for which indemnification is to be sought hereunder by such Indemnified Party, then such Indemnified Party will promptly notify the Borrower of the commencement of any proceeding; provided, however, that the failure to do so will not relieve the Borrower from any liability that it may have to such Indemnified Party hereunder, except to the extent that the Borrower is materially prejudiced by such failure. Notwithstanding the above, following such notification, the Borrower may elect in writing to assume the defense of such proceeding, and, upon such election, the Borrower will not be liable for any legal costs subsequently incurred by such Indemnified Party (other than reasonable costs of investigation and providing evidence) in connection therewith, unless (i) the Borrower has failed to provide counsel reasonably satisfactory to such Indemnified Party in a timely manner, (ii) counsel provided by the Borrower reasonably determines its representation of such Indemnified Party would present it with a conflict of interest or (iii) the Indemnified Party reasonably determines that there are actual conflicts of interest between the Borrower and the Indemnified Party, including situations in which there may be legal defenses available to the Indemnified Party which are different from or in addition to those available to the Borrower.

Payment of Expenses; Indemnification. The Except with respect to Taxes which are addressed in Section 2.20, the Borrower agrees (a) to pay, upon demand, pay or reimburse each Agent for all of its reasonable and documented out-of-pocket costs and expenses of (a) the Agent and each Lender incurred in connection with the syndication of the Facilities (iother than fees payable to syndicate members) and the negotiationdevelopment, preparation, execution and delivery of this Credit Agreement and the other Credit Loan Documents and any other documents prepared in connection herewith or therewith and any amendment, supplement or modification thereto, and, as to the documents Agents only, the administration of the transactions contemplated hereby and instruments referred to therein (thereby, including, without limitation, the reasonable fees and expenses disbursements and other charges of special external a single firm of counsel to the Agent and special external counsel to the Lenders and the fees and expenses Agents (plus one firm of special external regulatory counsel for the Agent and one firm of local counsel per material jurisdiction as may reasonably be necessary in connection with collateral issues but excluding matters) in connection with all of the foregoing, (b) to pay or reimburse each Lender and each Agent for all their reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement of any amounts rights under this Agreement, the other Loan Documents and any such other documents, including, without limitation, the documented fees and disbursements of a single firm of counsel and, if necessary, a single firm of special regulatory counsel and a single firm of local counsel per material jurisdiction as may reasonably be necessary, for services rendered by internal counsel) the Agents and the Lenders, taken as a whole, and (iic) to pay, indemnify or reimburse each Lender, each Agent, each Issuing Lender, each Lead Arranger, each Joint Bookrunner, the Co-Manager and their respective affiliates, and their respective officers, directors, employees, trustees, advisors, agents and controlling Persons (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against any amendmentand all other liabilities, waiver obligations, losses, damages, penalties, costs, expenses or consent disbursements arising out of any actions, judgments or suits of any kind or nature whatsoever, arising out of or in connection with any claim, action or proceeding relating hereto to or otherwise with respect to the execution, delivery, enforcement, performance and thereto administration of this Agreement, the other Loan Documents and any such other documents, including, without limitation, any such amendments, waivers or consents resulting from or related to any work-out, re-negotiation or restructure of the foregoing relating to the performance by use of proceeds of the Borrower under this Credit Agreement Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries or any of the Properties and (b) the Agent fees and each Lender disbursements and other charges of legal counsel in connection with enforcement of claims, actions or proceedings by any Indemnitee against Holdings or the Credit Documents and Borrower hereunder (all the documents and instruments referred foregoing in this clause (c), collectively, the “Indemnified Liabilities”); provided that, neither Holdings nor the Borrower shall have any obligation hereunder to therein, including but not limited to, any work-out, re-negotiation or restructure relating Indemnitee with respect to Indemnified Liabilities to the performance extent such Indemnified Liabilities are found by the Borrower under this Credit Agreement, including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements a court of counsel for the Agent and each of the Lenders (including the allocated costs of internal counsel). In addition, the Borrower agrees competent jurisdiction to pay, upon demand, for the separate account of Agent, audit, appraisal, and valuation fees and charges as follows: have resulted from (i) a fee the gross negligence, bad faith or willful misconduct of $750 per day, per auditor, plus out-of-pocket expenses for each financial audit performed by personnel employed by Agentsuch Indemnitee or its Related Persons, (ii) if implemented, a one time charge material breach of $3,000 plus out-of-pocket expenses for expenses for the establishment of electronic collateral reporting systems, Loan Documents by such Indemnitee or its Related Persons or (iii) disputes solely among Indemnitees or their Related Persons (it being understood that this clause (iii) shall not apply to the indemnification of an Agent or Lead Arranger in a fee suit involving an Agent or Lead Arranger in its capacity as such). For purposes hereof, a “Related Person” of $1,500 per day per appraiser, plus out-of-pocket expenses, for each appraisal of an Indemnitee means (i) if the Collateral performed by personnel employed by Agent, and (iv) the actual charges paid or incurred by Indemnitee is any Agent if it elects to employ the services of one or more third Persons to perform financial audits, to appraise the Collateral, or any portion thereof, or to assess the Borrower's (or any of its Subsidiaries')affiliates or their respective officers, directors, employees, agents and controlling Persons, any of such Agent and its affiliates and their respective officers, directors, employees, agents and controlling Persons, and (ii) if the Indemnitee is any Lender or any of its affiliates or their respective officers, directors, employees, agents and controlling Persons, any of such Lender and its affiliates and their respective officers, directors, employees, agents and controlling Persons. All amounts due under this Section 10.5 shall be payable promptly after receipt of a reasonably detailed invoice therefor. Statements payable by the Borrower pursuant to this Section 10.5 shall be submitted to the Borrower at the address thereof set forth in Section 10.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent. The agreements in this Section 10.5 shall survive repayment of the Obligations.

Payment of Expenses; Indemnification. The Except with respect to Taxes which are addressed in Section 2.20, the Borrower agrees (a) to pay, upon demand, pay or reimburse each Agent for all of its reasonable and documented out-of-pocket costs and expenses of (a) the Agent and each Lender incurred in connection with the syndication of the Facilities (iother than fees payable to syndicate members) and the negotiationdevelopment, preparation, execution and delivery of this Credit Agreement and the other Credit Loan Documents and any other documents prepared in connection herewith or therewith and any amendment, supplement or modification thereto, and, as to the documents Agents only, the administration of the transactions contemplated hereby and instruments referred to therein (thereby, including, without limitation, the reasonable fees and expenses disbursements and other charges of special external a single firm of counsel to the Agent and special external counsel to the Lenders and the fees and expenses Agents (plus one firm of special external regulatory counsel for the Agent and one firm of local counsel per material jurisdiction as may reasonably be necessary in connection with collateral issues but excluding matters) in connection with all of the foregoing, (b) to pay or reimburse each Lender and each Agent for all their reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement of any amounts rights under this Agreement, the other Loan Documents and any such other documents, including, without limitation, the documented fees and disbursements of a single firm of counsel and, if necessary, a single firm of special regulatory counsel and a single firm of local counsel per material jurisdiction as may reasonably be necessary, for services rendered by internal counsel) the Agents and the Lenders, taken as a whole, and (iic) to pay, indemnify or reimburse each Lender, each Agent, the Documentation Agents, each Issuing Lender, each Lead Arranger and their respective affiliates, and their respective officers, directors, employees, trustees, advisors, agents and controlling Persons (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against any amendmentand all other liabilities, waiver obligations, losses, damages, penalties, costs, expenses or consent disbursements arising out of any actions, judgments or suits of any kind or nature whatsoever, arising out of or in connection with any claim, action or proceeding relating hereto to or otherwise with respect to the execution, delivery, enforcement, performance and thereto administration of this Agreement, the other Loan Documents and any such other documents, including, without limitation, any such amendments, waivers or consents resulting from or related to any work-out, re-negotiation or restructure of the foregoing relating to the performance by use of proceeds of the Borrower under this Credit Agreement Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries or any of the Properties and (b) the Agent fees and each Lender disbursements and other charges of legal counsel in connection with enforcement of claims, actions or proceedings by any Indemnitee against Holdings or the Credit Documents and Borrower hereunder (all the documents and instruments referred foregoing in this clause (c), collectively, the “Indemnified Liabilities”); provided that, neither Holdings nor the Borrower shall have any obligation hereunder to therein, including but not limited to, any work-out, re-negotiation or restructure relating Indemnitee with respect to Indemnified Liabilities to the performance extent such Indemnified Liabilities are found by the Borrower under this Credit Agreement, including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements a court of counsel for the Agent and each of the Lenders (including the allocated costs of internal counsel). In addition, the Borrower agrees competent jurisdiction to pay, upon demand, for the separate account of Agent, audit, appraisal, and valuation fees and charges as follows: have resulted from (i) a fee the gross negligence, bad faith or willful misconduct of $750 per day, per auditor, plus out-of-pocket expenses for each financial audit performed by personnel employed by Agentsuch Indemnitee or its Related Persons, (ii) if implemented, a one time charge material breach of $3,000 plus out-of-pocket expenses for expenses for the establishment of electronic collateral reporting systems, Loan Documents by such Indemnitee or its Related Persons or (iii) disputes solely among Indemnitees or their Related Persons (it being understood that this clause (iii) shall not apply to the indemnification of an Agent or Lead Arranger in a fee suit involving an Agent or Lead Arranger in its capacity as such). For purposes hereof, a “Related Person” of $1,500 per day per appraiser, plus out-of-pocket expenses, for each appraisal of an Indemnitee means (i) if the Collateral performed by personnel employed by Agent, and (iv) the actual charges paid or incurred by Indemnitee is any Agent if it elects to employ the services of one or more third Persons to perform financial audits, to appraise the Collateral, or any portion thereof, or to assess the Borrower's (or any of its Subsidiaries')affiliates or their respective officers, directors, employees, agents and controlling Persons, any of such Agent and its affiliates and their respective officers, directors, employees, agents and controlling Persons, and (ii) if the Indemnitee is any Lender or any of its affiliates or their respective officers, directors, employees, agents and controlling Persons, any of such Lender and its affiliates and their respective officers, directors, employees, agents and controlling Persons. All amounts due under this Section 10.5 shall be payable promptly after receipt of a reasonably detailed invoice therefor. Statements payable by the Borrower pursuant to this Section 10.5 shall be submitted to the Borrower at the address thereof set forth in Section 10.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent. The agreements in this Section 10.5 shall survive repayment of the Obligations.

Payment of Expenses; Indemnification. The Except with respect to Taxes which are addressed in Section 2.20, the Borrower agrees (a) to pay, upon demand, pay or reimburse each Agent for all of its reasonable and documented out-of-pocket costs and expenses of (a) the Agent and each Lender incurred in connection with the syndication of the Facilities (iother than fees payable to syndicate members) and the negotiationdevelopment, preparation, execution and delivery of this Credit Agreement and the other Credit Loan Documents and the any other documents and instruments referred to therein (including, without limitation, the reasonable fees and expenses of special external counsel to the Agent and special external counsel to the Lenders and the fees and expenses of special external counsel for the Agent prepared in connection with collateral issues but excluding any amounts for services rendered by internal counsel) herewith or therewith and (ii) any amendment, waiver supplement or consent relating hereto and thereto includingmodification thereto, without limitationand, any such amendments, waivers or consents resulting from or related to any work-out, re-negotiation or restructure relating as to the performance by Agents only, the Borrower under this Credit Agreement and (b) the Agent and each Lender in connection with enforcement administration of the Credit Documents transactions contemplated hereby and the documents and instruments referred to thereinthereby, including but not limited to, any work-out, re-negotiation or restructure relating to the performance by the Borrower under this Credit Agreement, including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements and other charges of a single firm of counsel for to the Agent Agents (plus one firm of special regulatory counsel and one firm of local counsel per material jurisdiction as may reasonably be necessary in connection with collateral matters) in connection with all of the foregoing, (b) to pay or reimburse each Lender and each of the Lenders (including the allocated costs of internal counsel). In addition, the Borrower agrees to pay, upon demand, Agent for the separate account of Agent, audit, appraisal, all their reasonable and valuation fees and charges as follows: (i) a fee of $750 per day, per auditor, plus documented out-of-pocket costs and expenses incurred in connection with the enforcement of any rights under this Agreement, the other Loan Documents and any such other documents referred to in Section 10.5(a) above (including all such costs and expenses incurred in connection with any legal proceeding, including any proceeding under any Debtor Relief Law or in connection with any workout or restructuring), including the documented fees and disbursements of a single firm of counsel and, if necessary, a single firm of special regulatory counsel and a single firm of local counsel per material jurisdiction as may reasonably be necessary, for the Agents and the Lenders, taken as a whole and, in the event of an actual or perceived conflict of interest, where the Agent or Lender affected by such conflict informs the Borrower and thereafter retains its own counsel, one additional counsel for each financial audit performed Lender or Agent or group of Lenders or Agents subject to such conflict and (c) to pay, indemnify or reimburse each Lender, each Agent, each Issuing Lender, each Lead Arranger, each Joint Bookrunner and their respective Affiliates, and their respective partners that are natural persons, members that are natural persons, officers, directors, employees, trustees, advisors, agents and controlling Persons (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, costs, expenses or disbursements arising out of any actions, judgments or suits of any kind or nature whatsoever, arising out of or in connection with any claim, action or proceeding relating to or otherwise with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents referred to in Section 10.5(a) above and the transactions contemplated hereby and thereby, including any of the foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries or any of the Properties and the fees and disbursements and other charges of legal counsel in connection with claims, actions or proceedings by personnel employed any Indemnitee against the Borrower hereunder (all the foregoing in this clause (c), collectively, the “Indemnified Liabilities”); provided that, the Borrower shall not have any obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities have resulted from (i) the gross negligence, bad faith, willful misconduct or material breach of the Loan Documents of such Indemnitee or its Related Persons as determined by Agenta court of competent jurisdiction in a final non-appealable decision (or settlement tantamount thereto), (ii) if implemented, a one time charge material breach of $3,000 plus outthe Loan Documents by such Indemnitee or its Related Persons as determined by a court of competent jurisdiction in a final non-of-pocket expenses for expenses for the establishment of electronic collateral reporting systems, appealable decision (or settlement tantamount thereto) or (iii) disputes solely among Indemnitees or their Related Persons (it being understood that this clause (iii) shall not apply to the indemnification of an Agent or Lead Arranger in a fee of $1,500 per day per appraisersuit involving an Agent or Lead Arranger in its capacity as such that does not involve an act or omission by any Parent Company, plus out-of-pocket expensesInvestor, for each appraisal of the Collateral performed by personnel employed by Agent, and (iv) the actual charges paid or incurred by Agent if it elects to employ the services of one or more third Persons to perform financial audits, to appraise the Collateral, or any portion thereof, or to assess the Borrower's (Borrower or any of its Subsidiaries'Subsidiaries as determined by a court of competent jurisdiction in a final non-appealable decision (or settlement tantamount thereto)). For purposes hereof, a “Related Person” of an Indemnitee means (i) if the Indemnitee is any Agent or any of its Affiliates or their respective partners that are natural persons, members that are natural persons, officers, directors, employees, agents and controlling Persons, any of such Agent and its Affiliates and their respective officers, directors, employees, agents and controlling Persons; provided that solely for purposes of Section 9, references to each Agent’s Related Persons shall also include such Agent’s trustees and advisors, and (ii) if the Indemnitee is any Lender or any of its Affiliates or their respective partners that are natural persons, members that are natural persons, officers, directors, employees, agents and controlling Persons, any of such Lender and its Affiliates and their respective officers, directors, employees, agents and controlling Persons. All amounts due under this Section 10.5 shall be payable promptly after receipt of a reasonably detailed invoice therefor. Statements payable by the Borrower pursuant to this Section 10.5 shall be submitted to the Borrower at the address thereof set forth in Section 10.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent. The agreements in this Section 10.5 shall survive repayment of the Obligations.

Payment of Expenses; Indemnification. (a) The Borrower agrees (i) to paypay or reimburse each of the Agents, upon demand, the Lead Arrangers and the Joint Bookrunners for all their reasonable and documented or invoiced out-of-pocket costs and expenses (without duplication) associated with the syndication of (a) the Agent Initial Term Loan Facility and each Lender the Revolving Credit Facility and incurred in connection with (i) the negotiationdevelopment, preparation, execution and delivery of, and any amendment, supplement, modification to, waiver and/or enforcement of this Credit Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the documents consummation and instruments referred to therein (includingadministration of the transactions contemplated hereby and thereby, without limitation, including the reasonable fees fees, disbursements and expenses other charges of special external counsel Shearman & Sterling LLP and, to the Agent and extent necessary, a single firm of local counsel in each appropriate local jurisdiction (which may include a single special external counsel acting in multiple jurisdictions) or otherwise retained with the Borrower’s consent (such consent not to the Lenders and the fees and expenses of special external counsel for the Agent in connection with collateral issues but excluding any amounts for services rendered by internal counsel) be unreasonably withheld or delayed), and (ii) any amendment, waiver to pay or consent relating hereto and thereto including, without limitation, any such amendments, waivers or consents resulting from or related to any work-out, re-negotiation or restructure relating to the performance by the Borrower under this Credit Agreement and (b) the Agent and each Lender in connection with enforcement of the Credit Documents and the documents and instruments referred to therein, including but not limited to, any work-out, re-negotiation or restructure relating to the performance by the Borrower under this Credit Agreement, including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent and reimburse each of the Lenders (including the allocated costs of internal counsel). In addition, the Borrower agrees to pay, upon demand, Agents for the separate account of Agent, audit, appraisal, all their reasonable and valuation fees documented and charges as follows: (i) a fee of $750 per day, per auditor, plus invoiced out-of-pocket costs and expenses for each financial audit performed by personnel employed by Agentincurred in connection with the enforcement or preservation of any rights under this Agreement, (ii) if implementedthe other Credit Documents and any such other documents, including the reasonable fees, disbursements and other charges of one firm or counsel to the Agents, and, to the extent necessary, a one time charge single firm of $3,000 plus out-of-pocket expenses for expenses for local counsel in each appropriate local jurisdiction (which may include a single special counsel acting in multiple jurisdictions) or otherwise retained with the establishment of electronic collateral reporting systemsBorrower’s consent (such consent not to be unreasonably withheld or delayed), and (iii) a fee to pay, indemnify and hold harmless each Lender, each Agent, the Letter of $1,500 per day per appraiserCredit Issuer, plus each Lead Arranger and each Joint Bookrunner and their respective Related Parties (without duplication) (the “Indemnified Parties”) from and against any and all losses, claims, damages, liabilities or penalties (collectively, “Losses”) of any kind or nature whatsoever and the reasonable and documented and invoiced out-of-pocket expenses, for joint or several, to which any such Indemnified Party may become subject, in each appraisal case to the extent of any such Losses and related expenses, to the extent arising out of, resulting from, or in connection with any action, claim, litigation, investigation or other proceeding (including any inquiry or investigation of the Collateral performed foregoing) (any of the foregoing, a “Proceeding”) (regardless of whether such Indemnified Party is a party thereto or whether or not such Proceeding was brought by personnel employed the Borrower, its equity holders, affiliates or creditors or any other third person), and, subject to Section 13.5(e), to reimburse each such Indemnified Party promptly for any reasonable and documented and invoiced out-of-pocket fees and expenses incurred in connection with investigating, responding to or defending any of the foregoing (which in the case of legal fees shall be limited to the reasonable and documented or invoiced out-of-pocket fees, expenses, disbursements and other charges of a single firm of counsel for all Indemnified Parties, taken as a whole and, to the extent necessary, a single firm of local counsel in each appropriate local jurisdiction (which may include a single special counsel acting in multiple jurisdictions) (and, in the case of an actual or perceived conflict of interest where the Indemnified Party affected by Agentsuch conflict notifies the Borrower of any existence of such conflict and in connection with the investigating, responding to or defending any of the foregoing has retained its own counsel, of one other firm of counsel for such affected Indemnified Party)), relating to the Transactions or the execution, delivery, enforcement, performance and administration of this Agreement, the other Credit Documents and any such other documents or the use of the proceeds of the Loans or Letters of Credit, (ivall the foregoing in this clause (iii), collectively, the “indemnified liabilities”); provided that this clause (iii) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, liabilities or penalties arising from any non-Tax claim; and provided, further, that the Borrower shall have no obligation hereunder to any Indemnified Party with respect to indemnified liabilities to the extent arising from (a) the actual charges paid gross negligence, bad faith or incurred by Agent if it elects to employ the services willful misconduct of one or more third Persons to perform financial audits, to appraise the Collateral, or any portion thereof, or to assess the Borrower's (such Indemnified Party or any of its Related Parties as determined in a final and non-appealable decision of a court of competent jurisdiction, (b) a material breach of the obligations of such Indemnified Party or any of its Related Parties under the terms of this Agreement or any other Credit Document by such Indemnified Party or any of its Related Parties as determined in a final and non-appealable decision of a court of competent jurisdiction, (c) in addition to clause (b) above, in the case of any Proceeding initiated by Holdings, the Borrower or any Restricted Subsidiary against the relevant Indemnified Party, solely from a breach of the obligations of such Indemnified Party or its Related Parties under the terms of this Agreement or any other Credit Document as determined in a final and non-appealable decision by a court of competent jurisdiction, or (d) any Proceeding brought by any Indemnified Party against any other Indemnified Party that does not involve an act or omission by Holdings, the Borrower or its Restricted Subsidiaries'; provided that each of the Agents, the Letter of Credit Issuers, the Swingline Lender, the Lead Arrangers and the Joint Bookrunners, in each case to the extent fulfilling their respective roles in their capacities as such, shall remain indemnified in respect of such a Proceeding, to the extent that none of the exceptions set forth in clause (a), (b) or (c) of the immediately preceding proviso applies to such Person at such time. All amounts payable under this Section 13.5(a) shall be paid within 30 days after receipt by the Borrower of written demand and an invoice relating thereto setting forth such expense in reasonable detail. The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder and the termination of the Obligations. (b) No Credit Party nor any Indemnified Party shall have any liability for any special, punitive, indirect or consequential damages (including any loss of profits, business or anticipated savings) in connection with this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date); provided that the foregoing shall not limit the Borrower’s indemnification and reimbursement obligations to the Indemnified Parties pursuant to Section 13.5(a)(iii), to the extent that such special, punitive, indirect or consequential damages are included in any claim by a third party unaffiliated with any of the Indemnified Parties with respect to which the applicable Indemnified Party is entitled to indemnification under Section 13.5(a)(iii). No Indemnified Party shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby, except to the extent that such damages have resulted from the willful misconduct, bad faith or gross negligence of any Indemnified Party or any of its Related Parties as determined by a final and non-appealable decision of a court of competent jurisdiction. (c) No Credit Party shall be liable for any settlement of any Proceeding effected without written consent of the Borrower (which consent shall not be unreasonably withheld or delayed, it being understood that the withholding of consent due to non-satisfaction of any of the conditions described in clauses (i) and (ii) of paragraph (d) below (with “the Borrower” being substituted for “Indemnified Party” in each such clause) shall be deemed reasonable), but if settled with the Borrower’s written consent or if there is a final and non-appealable judgment by a court of competent jurisdiction for the plaintiff in any such Proceeding, each Credit Party agrees to indemnify and hold harmless each Indemnified Party from and against any and all Losses and reasonable and documented or invoiced legal or other out-of-pocket expenses by reason of such settlement or judgment in accordance with and to the extent provided in the other provisions of this Section 13.5. If any Person has reimbursed any Indemnified Party for any legal or other expenses in accordance with such request and there is a final and non-appealable determination by a court of competent jurisdiction that the Indemnified Party was not entitled to indemnification or contribution rights with respect to such payment pursuant to this Section 13.5, then the Indemnified Party shall promptly refund such amount. (d) No Credit Party shall without the prior written consent of any Indemnified Party (which consent shall not be unreasonably withheld or delayed, it being understood that the withholding of consent due to non-satisfaction of any of the conditions described in clauses (i) and (ii) of this sentence shall be deemed reasonable), effect any settlement of any pending or threatened Proceeding in respect of which indemnity could have been sought hereunder by such Indemnified Party unless such settlement (i) includes an unconditional release of such Indemnified Party in form and substance reasonably satisfactory to such Indemnified Party from all liability or claims that are the subject matter of such Proceeding and (ii) does not include any statement as to or any admission of fault, culpability, wrongdoing or a failure to act by or on behalf of any Indemnified Party. (e) In case any proceeding is instituted involving any Indemnified Party for which indemnification is to be sought hereunder by such Indemnified Party, then such Indemnified Party will promptly notify the Borrower of the commencement of any proceeding; provided, however, that the failure to do so will not relieve the Borrower from any liability that it may have to such Indemnified Party hereunder, except to the extent that the Borrower is materially prejudiced by such failure. Notwithstanding the above, following such notification, the Borrower may elect in writing to assume the defense of such proceeding, and, upon such election, the Borrower will not be liable for any legal costs subsequently incurred by such Indemnified Party (other than reasonable costs of investigation and providing evidence) in connection therewith, unless (i) the Borrower has failed to provide counsel reasonably satisfactory to such Indemnified Party in a timely manner, (ii) counsel provided by the Borrower reasonably determines its representation of such Indemnified Party would present it with a conflict of interest or (iii) the Indemnified Party reasonably determines that there are actual conflicts of interest between the Borrower and the Indemnified Party, including situations in which there may be legal defenses available to the Indemnified Party which are different from or in addition to those available to the Borrower.

Payment of Expenses; Indemnification. (a) The Borrower agrees (i) to pay, upon demand, pay or reimburse each of the Agents for all their reasonable and documented out-of-pocket costs and expenses of (awithout duplication) the Agent and each Lender incurred in connection with (i) the negotiationdevelopment, preparation, execution and delivery of of, and any amendment, supplement, modification to, waiver and/or enforcement this Credit Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the documents consummation and instruments referred to therein (includingadministration of the transactions contemplated hereby and thereby, without limitation, including the reasonable fees fees, disbursements and expenses other charges of special external Pxxx Xxxxxxxx LLP (or such other counsel to as may be agreed by the Term Administrative Agent and special external the Borrower), one counsel in each relevant local jurisdiction with the consent of the Borrower (such consent not to the Lenders and the fees and expenses of special external counsel for the Agent in connection with collateral issues but excluding any amounts for services rendered by internal counsel) and be unreasonably withheld or delayed), (ii) any amendment, waiver to pay or consent relating hereto reimburse each Agent for all its reasonable and thereto including, without limitation, any such amendments, waivers or consents resulting from or related to any work-out, re-negotiation or restructure relating to the performance by the Borrower under this Credit Agreement and (b) the Agent and each Lender in connection with enforcement of the Credit Documents and the documents and instruments referred to therein, including but not limited to, any work-out, re-negotiation or restructure relating to the performance by the Borrower under this Credit Agreement, including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent and each of the Lenders (including the allocated costs of internal counsel). In addition, the Borrower agrees to pay, upon demand, for the separate account of Agent, audit, appraisal, and valuation fees and charges as follows: (i) a fee of $750 per day, per auditor, plus documented out-of-pocket costs and expenses for each financial audit performed by personnel employed by incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents, including the reasonable fees, disbursements and other charges of one firm or counsel to the Administrative Agents and the Collateral Agent, and, to the extent required, one firm or local counsel in each relevant local jurisdiction with the Borrower’s consent (iisuch consent not to be unreasonably withheld or delayed (which may include a single special counsel acting in multiple jurisdictions), and (iii) if implementedto pay, a one time charge indemnify and hold harmless each Lender, each Agent and their respective Related Parties (without duplication) (the “Indemnified Persons”) from and against any and all losses, claims, damages, liabilities, obligations, demands, actions, judgments, suits, costs, expenses, disbursements or penalties of $3,000 plus any kind or nature whatsoever (in each case, excluding allocated costs of in-house counsel) (and the reasonable and documented out-of-pocket expenses legal fees, expenses, disbursements and other charges of one firm of counsel for expenses all Indemnified Persons, taken as a whole (and, in the case of an actual or perceived conflict of interest where the Indemnified Person affected by such conflict notifies the Borrower of any existence of such conflict and, after the Borrower has given its consent (which consent shall not be unreasonably withheld or delayed), in connection with the investigating or defending any of the foregoing (including the reasonable fees) has retained its own counsel, of another firm of counsel for such affected Indemnified Person), and to the establishment extent required, one firm or local counsel in each relevant, material jurisdiction (which may include a single special counsel acting in multiple jurisdictions)) of electronic collateral reporting systemsany such Indemnified Person arising out of or relating to any action, claim, litigation, investigation or other proceeding (regardless of whether such Indemnified Person is a party thereto or whether or not such action, claim, litigation or proceeding was brought by the Borrower, any of its Subsidiaries or any other Person), arising out of, or with respect to the Transactions or to the execution, enforcement, delivery, performance and administration of this Agreement, the other Credit Documents and any such other documents, including any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law or any actual or alleged presence, Release or threatened Release of Hazardous Materials relating in any way to the Borrower or any of its Subsidiaries (all the foregoing in this clause (iii), collectively, the “Indemnified Liabilities”); provided that the Borrower shall have no obligation hereunder to any Indemnified Person with respect to indemnified liabilities to the extent arising from (i) the gross negligence, bad faith or willful misconduct of such Indemnified Person or any of its Related Parties as determined in a final and non-appealable judgment of a court of competent jurisdiction, (ii) a material breach of the obligations of such Indemnified Person or any of its Related Parties under the terms of this Agreement or any other Credit Document by such Indemnified Person or any of its Related Parties as determined in a final and non-appealable judgment of a court of competent jurisdiction, (iii) in the case of a fee of $1,500 per day per appraiserproceeding initiated by a Credit Party against any Indemnified Person, plus out-of-pocket expenses, for each appraisal a breach of the Collateral performed by personnel employed by Agent, and (iv) the actual charges paid or incurred by Agent if it elects to employ the services obligations of one or more third Persons to perform financial audits, to appraise the Collateral, or any portion thereof, or to assess the Borrower's (such Indemnified Person or any of its Related Parties of this Agreement or any other Credit Document as determined in a final and non-appealable judgment of a court of competent jurisdiction or (iv) any proceeding between and among Indemnified Persons that does not involve an act or omission by the Borrower or its Subsidiaries'; provided the Agents, Letter of Credit Issuer and Swingline Lender to the extent acting in their capacity as such, shall remain indemnified in respect of such proceeding, to the extent that none of the exceptions set forth in clause (i), (ii) or (iii) of the immediately preceding proviso applies to such person at such time. The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder. This Section 13.5 shall not apply with respect to Taxes, other than any Taxes that represent losses, claims, damages, liabilities, obligations, penalties, actions, judgments, suits, cost, expenses, or disbursements arising from any non-Tax claim. (b) No Credit Party nor any Indemnified Person shall have any liability for any special, punitive, indirect or consequential damages resulting from this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date); provided that the foregoing shall not limit the Borrower’s indemnification obligations to the Indemnified Persons pursuant to Section 13.5(a) in respect of damages incurred or paid by an Indemnified Person to a third 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 Credit Documents or the transactions contemplated hereby or thereby, except to the extent that such damages have resulted from the willful misconduct, bad faith or gross negligence of any Indemnified Person or any of its Related Parties as determined by a final and non-appealable judgment of a court of competent jurisdiction.

Payment of Expenses; Indemnification. (a) The Borrower agrees (i) to paypay or reimburse each of the Agents, upon demandthe Lead Arrangers and, the Joint Bookrunners and the 2019 Incremental Term Loan Joint Lead Arrangers for all their reasonable and documented or invoiced out-of-pocket costs and expenses (without duplication) associated with the syndication of (a) the Agent Initial Term Loan Facility , the 2019 Incremental Term Loan Facility and each Lender the Revolving Credit Facility, as applicable, and incurred in connection with (i) the negotiationdevelopment, preparation, execution and delivery of, and any amendment, supplement, modification to, waiver and/or enforcement of this Credit Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the documents consummation and instruments referred to therein (includingadministration of the transactions contemplated hereby and thereby, without limitation, including the reasonable fees fees, disbursements and expenses other charges of special external counsel Dxxxx Xxxx & Wxxxxxxx LLP and, to the Agent and extent necessary, a single firm of local counsel in each appropriate local jurisdiction (which may include a single special external counsel acting in multiple jurisdictions) or otherwise retained with the Borrower’s consent (such consent not to the Lenders and the fees and expenses of special external counsel for the Agent in connection with collateral issues but excluding any amounts for services rendered by internal counsel) be unreasonably withheld or delayed), and (ii) any amendment, waiver to pay or consent relating hereto and thereto including, without limitation, any such amendments, waivers or consents resulting from or related to any work-out, re-negotiation or restructure relating to the performance by the Borrower under this Credit Agreement and (b) the Agent and each Lender in connection with enforcement of the Credit Documents and the documents and instruments referred to therein, including but not limited to, any work-out, re-negotiation or restructure relating to the performance by the Borrower under this Credit Agreement, including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent and reimburse each of the Lenders (including the allocated costs of internal counsel). In addition, the Borrower agrees to pay, upon demand, Agents for the separate account of Agent, audit, appraisal, all their reasonable and valuation fees and charges as follows: (i) a fee of $750 per day, per auditor, plus documented or invoiced out-of-pocket costs and expenses for each financial audit performed by personnel employed by Agentincurred in connection with the enforcement or preservation of any rights under this Agreement, (ii) if implementedthe other Credit Documents and any such other documents, including the reasonable fees, disbursements and other charges of one firm or counsel to the Agents, and, to the extent necessary, a one time charge single firm of $3,000 plus out-of-pocket expenses for expenses for local counsel in each appropriate local jurisdiction (which may include a single special counsel acting in multiple jurisdictions) or otherwise retained with the establishment of electronic collateral reporting systemsBorrower’s consent (such consent not to be unreasonably withheld or delayed), and (iii) a fee to pay, indemnify and hold harmless each Lender, each Agent, the Letter of $1,500 per day per appraiserCredit Issuer, plus the Swingline Lender, each Lead Arranger and each Joint Bookrunner and their respective Related Parties (without duplication) (the “Indemnified Parties”) from and against any and all losses, claims, damages, liabilities or penalties (collectively, “Losses”) of any kind or nature whatsoever and the reasonable and documented and invoiced out-of-pocket expenses, for joint or several, to which any such Indemnified Party may become subject, in each appraisal case to the extent of any such Losses and related expenses, to the extent arising out of, resulting from, or in connection with any action, claim, litigation, investigation or other proceeding (including any inquiry or investigation of the Collateral performed foregoing) (any of the foregoing, a “Proceeding”) (regardless of whether such Indemnified Party is a party thereto or whether or not such Proceeding was brought by personnel employed the Borrower, its equity holders, affiliates or creditors or any other third person) and, subject to Section 13.5(e) to reimburse each such Indemnified Party promptly for any reasonable and documented and invoiced out-of-pocket fees and expenses incurred in connection with investigating, responding to or defending any of the foregoing (which in the case of legal fees shall be limited to the reasonable and documented or invoiced out-of-pocket fees, expenses, disbursements and other charges of a single firm of counsel for all Indemnified Parties, taken as a whole and, to the extent necessary, a single firm of local counsel in each appropriate local jurisdiction (which may include a single special counsel acting in multiple jurisdictions) (and, in the case of an actual or perceived conflict of interest where the Indemnified Party affected by Agentsuch conflict notifies the Borrower of any existence of such conflict and in connection with the investigating, responding to or defending any of the foregoing has retained its own counsel, of one other firm of counsel for such affected Indemnified Party)), relating to the Transactions or the execution, delivery, enforcement, performance and administration of this Agreement, the other Credit Documents and any such other documents or the use of the proceeds of the Loans or Letters of Credit (ivall the foregoing in this clause (iii), collectively, the “indemnified liabilities”); provided that this clause (iii) shall not apply with respect to Taxes other than any Taxes that represent losses or damages arising from any non-Tax claim; and provided, further, that the Borrower shall have no obligation hereunder to any Indemnified Party with respect to indemnified liabilities to the extent arising from (a) the actual charges paid gross negligence, bad faith or incurred by Agent if it elects to employ the services willful misconduct of one or more third Persons to perform financial audits, to appraise the Collateral, or any portion thereof, or to assess the Borrower's (such Indemnified Party or any of its Related Parties as determined in a final and non-appealable decision of a court of competent jurisdiction, (b) a material breach of the obligations of such Indemnified Party or any of its Related Parties under the terms of this Agreement or any other Credit Document by such Indemnified Party or any of its Related Parties as determined in a final and non-appealable decision of a court of competent jurisdiction, (c) in addition to clause (b) above, in the case of any Proceeding initiated by Holdings, the Borrower or any Restricted Subsidiary against the relevant Indemnified Party, a breach of the obligations of such Indemnified Party or its Related Parties under the terms of this Agreement or any other Credit Document as determined in a final and non-appealable decision by a court of competent jurisdiction, or (d) any Proceeding brought by any Indemnified Party against any other Indemnified Party that does not involve an act or omission by Holdings, the Borrower or its Restricted Subsidiaries'; provided that each of the Agents, the Letter of Credit Issuer, the Swingline Lender, the Lead Arrangers and the Joint Bookrunners, in each case to the extent fulfilling their respective roles in their capacities as such, shall remain indemnified in respect of such a Proceeding, to the extent that none of the exceptions set forth in clause (a), (b) or (c) of the immediately preceding proviso applies to such Person at such time. All amounts payable under this Section 13.5(a) shall be paid within 30 days after receipt by the Borrower of written demand and an invoice relating thereto setting forth such expense in reasonable detail. The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder and the termination of the Obligations. (b) No Credit Party nor any Indemnified Party shall have any liability for any special, punitive, indirect or consequential damages (including any loss of profits, business or anticipated savings) in connection with this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date); provided that the foregoing shall not limit the Borrower’s indemnification and reimbursement obligations to the Indemnified Parties pursuant to Section 13.5(a)(iii), to the extent that such special, punitive, indirect or consequential damages are included in any claim by a third party unaffiliated with any of the Indemnified Parties with respect to which the applicable Indemnified Party is entitled to indemnification under Section 13.5(a)(iii). No Indemnified Party shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby, except to the extent that such damages have resulted from the willful misconduct, bad faith or gross negligence of any Indemnified Party or any of its Related Parties as determined by a final and non-appealable decision of a court of competent jurisdiction. (c) No Credit Party shall be liable for any settlement of any Proceeding effected without written consent of the Borrower (which consent shall not be unreasonably withheld or delayed, it being understood that the withholding of consent due to non-satisfaction of any of the conditions described in clauses (i) and (ii) of paragraph (d) below (with “the Borrower” being substituted for “Indemnified Party” in each such clause) shall be deemed reasonable), but if settled with the Borrower’s written consent or if there is a final and non-appealable judgment by a court of competent jurisdiction for the plaintiff in any such Proceeding, each Credit Party agrees to indemnify and hold harmless each Indemnified Party from and against any and all Losses and reasonable and documented or invoiced legal or other out-of-pocket expenses by reason of such settlement or judgment in accordance with and to the extent provided in the other provisions of this Section 13.5. If any Person has reimbursed any Indemnified Party for any legal or other expenses in accordance with such request and there is a final and non-appealable determination by a court of competent jurisdiction that the Indemnified Party was not entitled to indemnification or contribution rights with respect to such payment pursuant to this Section 13.5, then the Indemnified Party shall promptly refund such amount. (d) No Credit Party shall without the prior written consent of any Indemnified Party (which consent shall not be unreasonably withheld or delayed, it being understood that the withholding of consent due to non- satisfaction of any of the conditions described in clauses (i) and (ii) of this sentence shall be deemed reasonable), effect any settlement of any pending or threatened Proceeding in respect of which indemnity could have been sought hereunder by such Indemnified Party unless such settlement (i) includes an unconditional release of such Indemnified Party in form and substance reasonably satisfactory to such Indemnified Party from all liability or claims that are the subject matter of such Proceeding and (ii) does not include any statement as to or any admission of fault, culpability, wrongdoing or a failure to act by or on behalf of any Indemnified Party. (e) In case any proceeding is instituted involving any Indemnified Party for which indemnification is to be sought hereunder by such Indemnified Party, then such Indemnified Party will promptly notify the Borrower of the commencement of any proceeding; provided, however, that the failure to do so will not relieve the Borrower from any liability that it may have to such Indemnified Party hereunder, except to the extent that the Borrower is materially prejudiced by such failure. Notwithstanding the above, following such notification, the Borrower may elect in writing to assume the defense of such proceeding, and, upon such election, the Borrower will not be liable for any legal costs subsequently incurred by such Indemnified Party (other than reasonable costs of investigation and providing evidence) in connection therewith, unless (i) the Borrower has failed to provide counsel reasonably satisfactory to such Indemnified Party in a timely manner, (ii) counsel provided by the Borrower reasonably determines its representation of such Indemnified Party would present it with a conflict of interest or (iii) the Indemnified Party reasonably determines that there are actual conflicts of interest between the Borrower and the Indemnified Party, including situations in which there may be legal defenses available to the Indemnified Party which are different from or in addition to those available to the Borrower

Payment of Expenses; Indemnification. (a) The Borrower agrees (i) to pay, upon demand, pay or reimburse the Administrative Agent and the other Agents and the Arrangers for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparation, negotiation, syndication and execution of this Agreement and the other Credit Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (awhether or not the transactions contemplated thereby are consummated), and the consummation and administration (including all reasonable and documented costs, expenses, taxes, assessments and other charges incurred by the Administrative Agent, Collateral Agent or any Lender in connection with any filing, registration, recording or perfection of any security interest contemplated by this Agreement or any Security Document or any other document referred to therein or conducting of title reviews, mortgage matches and collateral reviews) of the Agent transactions contemplated hereby and thereby, including all Attorney Costs, which shall be limited to Xxxxxx & Xxxxxxx LLP and one local counsel as reasonably necessary in any relevant jurisdiction material to the interests of the Lenders taken as a whole and one regulatory counsel to all such Persons as reasonably necessary with respect to a relevant regulatory matter, taken as a whole, (and solely in the case of an actual conflict of interest, one additional counsel and (if reasonably necessary) one local counsel and one regulatory counsel in each relevant jurisdiction to the affected Indemnitees similarly situated) and (ii) to pay or reimburse the Administrative Agent, Collateral Agent, the Issuing Banks and each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement of any rights or remedies under this Agreement or the other Credit Documents (including all such costs and expenses incurred during any legal proceeding, including any bankruptcy or insolvency proceeding, and including all respective Attorney Costs). The agreements in this Section 13.5 shall survive the repayment of all other Obligations. All amounts due under this Section 13.5 shall be paid within thirty (30) days after written demand therefor (together with backup documentation supporting such reimbursement request). If any Credit Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Credit Document, such amount may be paid on behalf of such Credit Party by the Administrative Agent in its discretion. (b) The Borrower shall indemnify and hold harmless each Agent, Lender, Issuing Bank, Arranger, Agent-Related Party and their Affiliates, and their respective Related Parties (collectively the “Indemnitees”) from and against any and all liabilities, losses, damages, claims, or out-of-pocket expenses (including Attorney Costs but limited in the case of legal fees and expenses to the reasonable and documented out-of-pocket fees, disbursements and other charges of one counsel to all Indemnitees taken as a whole (and solely in the case of an actual conflict of interest, one additional counsel to the affected Indemnitees, taken as a whole) and (if reasonably necessary) one local counsel, in any relevant material jurisdiction) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee in any way relating to or arising out of or in connection with (i) the negotiationexecution, preparationdelivery, execution and delivery enforcement, performance or administration of this any Credit Agreement and the Document or any other Credit Documents and the documents and instruments referred to therein (includingagreement, without limitation, the reasonable fees and expenses of special external counsel to the Agent and special external counsel to the Lenders and the fees and expenses of special external counsel for the Agent letter or instrument delivered in connection with collateral issues but excluding any amounts for services rendered by internal counsel) and the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (ii) any amendmentCommitment, waiver Letter of Credit, or consent relating hereto and thereto includingLoan or the use or proposed use of the proceeds therefrom (including any refusal by an Issuing Bank 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), without limitation(iii) the violation of, noncompliance with or liability under, any such amendmentsapplicable Environmental Law by the Credit Parties, waivers any actual or consents resulting from alleged Environmental Claim regarding liability or related to any work-out, re-negotiation obligation of or restructure relating to the performance Credit Parties or any Subsidiary, or any actual or alleged presence, Release or threatened Release of Hazardous Materials involving or relating to the operations of the Borrower, any of its Subsidiaries or any of the Oil and Gas Properties, including any Release or threatened Release that occurs during any period when any Agent or Lender is in possession of any Oil and Gas Property to the extent not arising out of the action or omission of such Agent or Lender, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) (a “Proceeding”) and regardless of whether any Indemnitee is a party thereto or whether or not such Proceeding is brought by the Borrower under this Credit Agreement and (b) the Agent and or any other Person and, in each Lender case, whether or not caused by or arising, in connection with enforcement whole or in part, out of the Credit Documents and negligence of the documents and instruments referred Indemnitee (all of the foregoing, collectively, the “Indemnified Liabilities”); provided that such indemnity shall not, as to thereinany Indemnitee, including but not limited to, any work-out, re-negotiation or restructure relating be available to the performance by the Borrower under this Credit Agreementextent that such liabilities, includinglosses, without limitationdamages, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent and each of the Lenders (including the allocated costs of internal counsel). In addition, the Borrower agrees to pay, upon demand, for the separate account of Agent, audit, appraisal, and valuation fees and charges as follows: (i) a fee of $750 per day, per auditor, plus claims or out-of-pocket expenses for each financial audit performed resulted from (x) the gross negligence or willful misconduct of such Indemnitee or of any of its Related Indemnified Persons, as determined by personnel employed by Agenta final non-appealable judgment of a court of competent jurisdiction, (iiy) if implementedother than with respect to any Agent or Agent-Related Party and their Affiliates, a one time charge material breach of $3,000 plus any obligations under any Credit Document by such Indemnitee or of any of its Related Indemnified Persons, as determined by a final non-appealable judgment of a court of competent jurisdiction or (z) any dispute solely among Indemnitees other than any claims against an Indemnitee in its capacity or in fulfilling its role as an administrative agent or collateral agent or arranger or any similar role under this Agreement and other than any claims arising out of any act or omission of the Borrower or any of its Affiliates (as determined in a final and non-appealable judgment of a court of competent jurisdiction). No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement (except for direct (as opposed to indirect, special, punitive or consequential) damages resulting from the gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final and non-appealable judgment, of such Indemnitee), nor shall any Indemnitee, Agent-Related Parties, Credit Party or any Subsidiary have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date) (other than, in the case of any Credit Party, in respect of any such damages incurred or paid by an Indemnitee to a third party, or which are included in a third-party claim, for which the Borrower is required to indemnify such Indemnitee pursuant to this Section 13.5(b), and for any out-of-pocket expenses for expenses for related thereto). In the establishment case of electronic collateral reporting systemsan investigation, (iii) litigation or other Proceeding to which the indemnity in this Section 13.5 applies, such indemnity shall be effective whether or not such investigation, litigation or Proceeding is brought by any Credit Party, any Subsidiary of any Credit Party, its directors, stockholders or creditors or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a fee of $1,500 per day per appraiser, plus out-of-pocket expenses, for each appraisal party thereto and whether or not any of the Collateral performed by personnel employed by transactions contemplated hereunder or under any of the other Credit Documents are consummated. All amounts due under this Section 13.5 shall be paid within thirty (30) days after written demand therefor (together with backup documentation supporting such reimbursement request); provided, however, that such Indemnitee shall promptly refund such amount to the extent that there is a final judicial determination that such Indemnitee was not entitled to indemnification rights with respect to such payment pursuant to the express terms of this Section 13.5. The agreements in this Section 13.5 shall survive the resignation of the Administrative Agent, and (iv) the actual charges paid Collateral Agent or incurred by Agent if it elects to employ Issuing Bank, the services replacement of one or more third Persons to perform financial audits, to appraise any of the Collateral, foregoing or any portion thereofLender and the repayment, satisfaction or discharge of all the other Obligations. For the avoidance of doubt, this Section 13.5(b) shall not apply to assess the Borrower's (or Taxes, except any of its Subsidiaries')Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claims.

Payment of Expenses; Indemnification. (a) The Borrower agrees to pay, upon demand, pay all reasonable and documented out-of-pocket costs and expenses of (a) the Agent Agent, the Lenders and each Lender their respective Affiliates in connection with (i) the syndication, negotiation, preparation, execution execution, delivery, administration and delivery monitoring of this Credit Agreement and the other Credit Documents and the documents and instruments referred to therein (or executed in connection therewith, including evaluating the compliance by the Credit Parties with law and the provisions of such documents, including, without limitation, the reasonable and documented fees and expenses of special external one primary counsel to the Agent (and special external one local counsel in each relevant jurisdiction as reasonably necessary as determined by the Agent and, in the case of actual or perceived conflict of interest, one additional counsel as reasonably deemed to be necessary by the Lenders Lenders), the reasonable and the documented fees and expenses of special external counsel for the Agent in connection with collateral issues but excluding any amounts for services rendered by internal counsel) and all due diligence, and all recording costs, fees and taxes payable in connection with the Collateral, and (ii) any amendment, waiver or consent relating hereto and thereto including, without limitation, any such amendments, waivers or consents resulting from or related to any work-out, re-negotiation or restructure relating to the performance by any of the Borrower Credit Parties under this Credit Agreement and (b) or any other Credit Documents. In addition, the Borrower shall, upon demand, pay to the Agent and each any Lender all documented costs and expenses (including the reasonable and documented fees and disbursements of counsel (including allocated costs of internal counsel) and other professionals, including, financial consultants) paid or incurred by the Agent or such Lender in connection with enforcement (A) enforcing or defending its rights under or in respect of this Credit Agreement, the other Credit Documents or any other document or instrument now or hereafter executed and the documents and instruments referred to thereindelivered in connection herewith, including including, but not limited to, any work-out, re-negotiation or restructure relating to the performance by any of the Borrower Credit Parties under this Credit AgreementAgreement or any other Credit Documents, including(B) in collecting the Loans, without limitation(C) in foreclosing or otherwise collecting upon the Collateral or any part thereof and (D) obtaining any legal, accounting or other advice in connection with any such enforcementof the foregoing. (b) The Borrower shall indemnify, the reasonable fees defend and disbursements of counsel for hold harmless the Agent and each of the Lenders and their respective affiliates, partners, directors, officers, agents, advisors, employees and counsel (including the allocated costs of internal counsel). In additioneach, the Borrower agrees to pay, upon demand, for the separate account of Agent, audit, appraisal, an “Indemnified Person”) from and valuation fees and charges as follows: against (i) any and all losses, claims, damages, liabilities, deficiencies, judgments, costs or expenses incurred by any Indemnified Person (including reasonable and documented fees and expenses of counsel) (except as a fee result of $750 per day(A) such Indemnified Person’s own gross negligence or willful misconduct, per auditor(B) a claim brought by any Credit Party against such Indemnified Person for breach in bad faith of such Indemnified Person’s obligations hereunder or under any other Credit Document or (C) disputes that are solely among Indemnified Persons (other than the Agent) and do not arise from the Borrower’s or any other Credit Party’s action or inaction or breach of its obligations hereunder or under any other Credit Document or Applicable Law, plus outin each case with respect to clauses (A), (B), or (C) above, as determined by a final non-of-pocket expenses for appealable judgment of a court of competent jurisdiction) in each financial audit performed case arising out of or in connection with or by personnel employed reason of (x) this Credit Agreement or any other Credit Documents or the transactions contemplated hereby or thereby, (y) any actual or proposed use by Agentthe Borrower of the proceeds of the Loans, or (z) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Credit Party or any Subsidiary thereof, and regardless of whether any Indemnified Person is a party thereto, including, without limitation, amounts paid in settlement, court costs and the fees and disbursements of counsel incurred in connection with any such litigation, investigation, claim or proceeding or any advice rendered in connection with any of the foregoing and (ii) if implementedany such losses, a one time charge claims, damages, liabilities, deficiencies, judgments or expenses (including reasonable and documented fees and expenses of $3,000 plus out-of-pocket expenses for expenses for counsel) (except to the establishment extent that any of electronic collateral reporting systems, the foregoing resulted from (iiiA) such Indemnified Person’s own gross negligence or willful misconduct or (B) a fee claim brought by any Credit Party against such Indemnified Person for breach in bad faith of $1,500 per day per appraisersuch Indemnified Person’s obligations hereunder or under any other Credit Document, plus outin each case with respect to clauses (A) or (B) above, as determined by a final non-of-pocket expenses, for each appraisal appealable judgment of a court of competent jurisdiction) incurred in connection with any remedial or other action taken by the Borrower or any of the Collateral performed Lenders in connection with compliance by personnel employed by Agent, and (iv) the actual charges paid or incurred by Agent if it elects to employ the services of one or more third Persons to perform financial audits, to appraise the Collateral, or any portion thereof, or to assess the Borrower's (Borrower or any of its Subsidiaries'), or any of their respective properties, with any federal, state or local environmental laws, acts, rules, regulations, orders or ordinances. If and to the extent that the obligations of the Borrower hereunder are unenforceable for any reason, such Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of such obligations which is permissible under Applicable Law. (c) To the fullest extent permitted by law, the Borrower and each other Credit Party shall not assert, and hereby waives, any claim against any Indemnified Person, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Credit Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof. (d) All amounts due under this Section shall be payable promptly after demand therefor. (e) The Borrower’s obligations under this Section 13.7 shall survive any termination of this Credit Agreement and the other Credit Documents and the payment in full of the Obligations, and are in addition to, and not in substitution of, any other of their Obligations set forth in this Credit Agreement.

Payment of Expenses; Indemnification. The Borrower agrees (a) to pay, upon demand, pay or reimburse each Agent and the Lead Arrangers for all their respective reasonable and documented out-of-pocket costs and expenses of (a) the Agent and each Lender incurred in connection with the syndication of the Facilities (iother than fees payable to syndicate members) and the negotiationdevelopment, preparation, execution and delivery of this Credit Agreement and the other Credit Loan Documents and any other documents prepared in connection herewith or therewith and any amendment, supplement or modification thereto, and, as to the documents Agents only, the administration of the transactions contemplated hereby and instruments referred to therein (thereby, including, without limitation, the reasonable and documented fees and disbursements and other charges of counsel to the Agents (including one primary counsel and such local counsel as the Agents may reasonably require in connection with collateral matters, but no more than one counsel in any jurisdiction) in connection with all of the foregoing, (b) to pay or reimburse each Lender, each Issuing Lender, the Agents and the Lead Arrangers for all their documented out-of-pocket costs and expenses incurred in connection with the enforcement of any rights under this Agreement, the other Loan Documents and any such other documents, including, without limitation, the fees and disbursements of counsel (including the allocated fees and expenses of special external counsel in-house counsel) to the Agent and special external counsel to the Lenders each Lender, each Issuing Lender and the fees Agents and expenses of special external counsel for other advisors and professionals engaged by the Administrative Agent or the Lead Arrangers in connection with collateral issues but excluding enforcement proceedings, (c) to pay, indemnify, or reimburse each Lender, each Issuing Lender and the Agents for, and hold each Lender, each Issuing Lender and the Agents harmless from, any amounts for services rendered by internal counsel) and (ii) all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and similar other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents and (d) to pay, indemnify or reimburse each Lender, each Issuing Lender, each Agent, the Lead Arrangers and their respective affiliates, and their respective officers, directors, trustees, employees, advisors, agents and controlling Persons (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, costs, expenses or disbursements arising out of any actions, judgments or suits of any kind or nature whatsoever, arising out of or in connection with any claim, action or proceeding relating hereto to or otherwise with respect to the execution, delivery, enforcement, performance and thereto administration of this Agreement, the other Loan Documents and any such other documents, including, without limitation, any such amendments, waivers or consents resulting from or related to any work-out, re-negotiation or restructure of the foregoing relating to the performance use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to, or any Environmental Claims related to, the operations of Holdings, the Borrower, any of its Subsidiaries or any of the Properties and the fees and disbursements and other charges of legal counsel in connection with claims, actions or proceedings by any Indemnitee against Holdings or the Borrower hereunder (all the foregoing in this clause (d), collectively, the “Indemnified Liabilities”); provided that neither Holdings nor the Borrower shall have any obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities have resulted from the bad faith, gross negligence, willful misconduct or material breach of, such Indemnitee or its affiliates, officers, directors, trustees, employees, advisors, agents or controlling Persons. All amounts due under this Section shall be payable promptly after receipt of a reasonably detailed invoice therefor. Statements payable by the Borrower under pursuant to this Credit Agreement and (b) the Agent and each Lender in connection with enforcement of the Credit Documents and the documents and instruments referred to therein, including but not limited to, any work-out, re-negotiation or restructure relating Section shall be submitted to the performance Borrower at the address thereof set forth in Section 10.2, or to such other Person or address as may be hereafter designated by the Borrower under in a written notice to the Administrative Agent. The agreements in this Credit Agreement, including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent and each Section shall survive repayment of the Lenders (including the allocated costs of internal counsel). In addition, the Borrower agrees to pay, upon demand, for the separate account of Agent, audit, appraisal, and valuation fees and charges as follows: (i) a fee of $750 per day, per auditor, plus out-of-pocket expenses for each financial audit performed by personnel employed by Agent, (ii) if implemented, a one time charge of $3,000 plus out-of-pocket expenses for expenses for the establishment of electronic collateral reporting systems, (iii) a fee of $1,500 per day per appraiser, plus out-of-pocket expenses, for each appraisal of the Collateral performed by personnel employed by Agent, and (iv) the actual charges paid or incurred by Agent if it elects to employ the services of one or more third Persons to perform financial audits, to appraise the Collateral, or any portion thereof, or to assess the Borrower's (or any of its Subsidiaries')Obligations.

Payment of Expenses; Indemnification. The Borrower agrees agrees, whether or not the transactions contemplated hereby are consummated: (a) to pay, upon demand, pay or reimburse the Agent for all its reasonable costs and out-of-pocket costs and expenses of (a) the Agent and each Lender incurred in connection with (i) the negotiationpreparation and execution of, preparation, execution and delivery of this Credit Agreement and the other Credit Documents and the documents and instruments referred to therein (including, without limitation, the reasonable fees and expenses of special external counsel to the Agent and special external counsel to the Lenders and the fees and expenses of special external counsel for the Agent in connection with collateral issues but excluding any amounts for services rendered by internal counsel) and (ii) any amendment, waiver supplement or consent relating hereto modification to, this Agreement, the other Loan Documents and thereto including, without limitation, any such amendments, waivers or consents resulting from or related to any work-out, re-negotiation or restructure relating to the performance by the Borrower under this Credit Agreement and (b) the Agent and each Lender other documents prepared in connection with enforcement herewith or therewith, and the consummation and administration of the Credit Documents transactions contemplated hereby and thereby (including the documents and instruments referred transactions to therein, including but not limited to, any work-out, re-negotiation or restructure relating to occur on the performance by the Borrower under this Credit AgreementClosing Date), including, without limitation, in connection with any such enforcementaudit fees, appraisal fees, the reasonable fees and disbursements of outside counsel to the Agent (including local counsel to the Agent) and as to any amendment, supplement or modification to this Agreement or any other Loan Document and the administration of the transactions contemplated thereby, and with respect to the foregoing, without duplication thereof, the allocated reasonable costs of internal counsel to the Agent, (b) to pay or reimburse the Agent for all of the reasonable costs and expenses of the Agent of creating, perfecting, recording, maintain and preserving Liens created or purported to be created under the Loan Documents, (c) after the occurrence and during the continuance of a Default, to pay or reimburse the Agent and each of the Lenders (including the allocated costs of internal counsel). In addition, the Borrower agrees to pay, upon demandLender, for the separate account of Agent, audit, appraisal, all its reasonable costs and valuation fees and charges as follows: (i) a fee of $750 per day, per auditor, plus out-of-pocket expenses for incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or of any insolvency or bankruptcy proceeding, including, without limitation, reasonable legal fees and disbursements of outside counsel to the Agent and each financial audit performed by personnel employed by AgentLender and, without duplication, the allocated reasonable cost of internal counsel to the Agent and each Lender, (iid) to pay, and indemnify and hold harmless each Lender and the Agent from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if implementedany, a one time charge which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of $3,000 plus out-of-pocket expenses for expenses for the establishment of electronic collateral reporting systems, (iii) a fee of $1,500 per day per appraiser, plus out-of-pocket expenses, for each appraisal any of the Collateral performed by personnel employed by Agent, and (iv) the actual charges paid or incurred by Agent if it elects to employ the services of one or more third Persons to perform financial audits, to appraise the Collateraltransactions contemplated by, or any portion thereofamendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the Notes, the other Loan Documents and any such other documents, (e) to assess pay all reasonable costs and expenses of the Borrower's Agent and the Lenders incurred in connection with the inspections contemplated by Section 5.07 and (f) in addition to the payment of the expenses referred to in the preceding clauses (a) – (e), to indemnify, pay and hold harmless, the Agent and each Lender and each of their respective officers, partners, members, directors, trustees, advisors, employees, agents, sub-agents and any Affiliates of any of the foregoing (each, an “Indemnitee”), from and against any and all Indemnified Liabilities, provided, that the Borrower shall have no obligation hereunder to the Agent or any Lender with respect to Indemnified Liabilities arising primarily from the gross negligence or willful misconduct of its Subsidiaries'the Agent or such Lender as determined by a court of competent jurisdiction in a final non-appealable judgment. Notwithstanding the foregoing, in any dispute between the Lenders or Agent and the Borrower concerning this Agreement, the Notes or any other Loan Document, neither the Lenders, Agent nor Borrower shall be responsible or liable to the other party, or any other person for any special, indirect, consequential, incidental or punitive damages (other than, in the case of Borrower, in respect of any such damages incurred or paid by any Indemnitee to a third party). The agreements in this Section shall survive the termination of this Agreement and the Commitments and the payment of the Loans and all other amounts payable hereunder. To the extent duplicative of the payments under Section 2.09, this Section 9.05 shall not apply to Taxes.

Payment of Expenses; Indemnification. (a) The Borrower agrees (i) to pay, upon demand, pay or reimburse the Administrative Agent and the other Agents and the Arrangers for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparation, negotiation, syndication and execution of this Agreement and the other Credit Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (awhether or not the transactions contemplated thereby are consummated), and the consummation and administration (including all reasonable and documented costs, expenses, taxes, assessments and other charges incurred by the Administrative Agent, Collateral Agent or any Lender in connection with any filing, registration, recording or perfection of any security interest contemplated by this Agreement or any Security Document or any other document referred to therein or conducting of title reviews, mortgage matches and collateral reviews) of the Agent transactions contemplated hereby and thereby, including all Attorney Costs, which shall be limited to Xxxxxx & Xxxxxxx LLP and one local counsel as reasonably necessary in any relevant jurisdiction material to the interests of the Lenders taken as a whole and one regulatory counsel to all such Persons as reasonably necessary with respect to a relevant regulatory matter, taken as a whole, (and solely in the case of an actual conflict of interest, one additional counsel and (if reasonably necessary) one local counsel and one regulatory counsel in each relevant jurisdiction to the affected Indemnitees similarly situated) and (ii) to pay or reimburse the Administrative Agent, Collateral Agent, the Issuing Banks and each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement of any rights or remedies under this Agreement or the other Credit Documents (including all such costs and expenses incurred during any legal proceeding, including any bankruptcy or insolvency proceeding, and including all respective Attorney Costs). The agreements in this Section 13.5 shall survive the repayment of all other Obligations. All amounts due under this Section 13.5 shall be paid within thirty (30) days after written demand therefor (together with backup documentation supporting such reimbursement request). If any Credit Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Credit Document, such amount may be paid on behalf of such Credit Party by the Administrative Agent in its discretion. (b) The Borrower shall indemnify and hold harmless each Agent, Lender, Issuing Bank, Arranger, Agent-Related Party and their Affiliates, and their respective Related Parties (collectively the “Indemnitees”) from and against any and all liabilities, losses, damages, claims, or out-of-pocket expenses (including Attorney Costs but limited in the case of legal fees and expenses to the reasonable and documented out-of-pocket fees, disbursements and other charges of one counsel to all Indemnitees taken as a whole (and solely in the case of an actual conflict of interest, one additional counsel to the affected Indemnitees, taken as a whole) and (if reasonably necessary) one local counsel, in any relevant material jurisdiction) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee in any way relating to or arising out of or in connection with (i) the negotiationexecution, preparationdelivery, execution and delivery enforcement, performance or administration of this any Credit Agreement and the Document or any other Credit Documents and the documents and instruments referred to therein (includingagreement, without limitation, the reasonable fees and expenses of special external counsel to the Agent and special external counsel to the Lenders and the fees and expenses of special external counsel for the Agent letter or instrument delivered in connection with collateral issues but excluding any amounts for services rendered by internal counsel) and the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (ii) any amendmentCommitment, waiver Letter of Credit, or consent relating hereto and thereto includingLoan or the use or proposed use of the proceeds therefrom (including any refusal by an Issuing Bank 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), without limitation(iii) the violation of, noncompliance with or liability under, any such amendmentsapplicable Environmental Law by the Credit Parties, waivers any actual or consents resulting from alleged Environmental Claim regarding liability or related to any work-out, re-negotiation obligation of or restructure relating to the performance Credit Parties or any Subsidiary, or any actual or alleged presence, Release or Threatened Release of Hazardous Materials involving or relating to the operations of the Borrower, any of its Subsidiaries or any of the Oil and Gas Properties, including any Release or Threatened Release that occurs during any period when any Agent or Lender is in possession of any Oil and Gas Property to the extent not arising out of the action or omission of such Agent or Lender, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) (a “Proceeding”) and regardless of whether any Indemnitee is a party thereto or whether or not such Proceeding is brought by the Borrower under this Credit Agreement and (b) the Agent and or any other Person and, in each Lender case, whether or not caused by or arising, in connection with enforcement whole or in part, out of the Credit Documents and negligence of the documents and instruments referred Indemnitee (all of the foregoing, collectively, the “Indemnified Liabilities”); provided that such indemnity shall not, as to thereinany Indemnitee, including but not limited to, any work-out, re-negotiation or restructure relating be available to the performance by the Borrower under this Credit Agreementextent that such liabilities, includinglosses, without limitationdamages, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent and each of the Lenders (including the allocated costs of internal counsel). In addition, the Borrower agrees to pay, upon demand, for the separate account of Agent, audit, appraisal, and valuation fees and charges as follows: (i) a fee of $750 per day, per auditor, plus claims or out-of-pocket expenses for each financial audit performed resulted from (x) the gross negligence or willful misconduct of such Indemnitee or of any of its Related Indemnified Persons, as determined by personnel employed by Agenta final non-appealable judgment of a court of competent jurisdiction, (iiy) if implementedother than with respect to any Agent or Agent-Related Party and their Affiliates, a one time charge material breach of $3,000 plus any obligations under any Credit Document by such Indemnitee or of any of its Related Indemnified Persons, as determined by a final non-appealable judgment of a court of competent jurisdiction or (z) any dispute solely among Indemnitees other than any claims against an Indemnitee in its capacity or in fulfilling its role as an administrative agent or collateral agent or arranger or any similar role under this Agreement and other than any claims arising out of any act or omission of the Borrower or any of its Affiliates (as determined in a final and non-appealable judgment of a court of competent jurisdiction). No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement (except for direct (as opposed to indirect, special, punitive or consequential) damages resulting from the gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final and non-appealable judgment, of such Indemnitee), nor shall any Indemnitee, Agent-Related Parties, Credit Party or any Subsidiary have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date) (other than, in the case of any Credit Party, in respect of any such damages incurred or paid by an Indemnitee to a third party, or which are included in a third-party claim, for which the Borrower is required to indemnify such Indemnitee pursuant to this Section 13.5(b), and for any out-of-pocket expenses for expenses for related thereto). In the establishment case of electronic collateral reporting systemsan investigation, (iii) litigation or other Proceeding to which the indemnity in this Section 13.5 applies, such indemnity shall be effective whether or not such investigation, litigation or Proceeding is brought by any Credit Party, any Subsidiary of any Credit Party, its directors, stockholders or creditors or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a fee of $1,500 per day per appraiser, plus out-of-pocket expenses, for each appraisal party thereto and whether or not any of the Collateral performed by personnel employed by transactions contemplated hereunder or under any of the other Credit Documents are consummated. All amounts due under this Section 13.5 shall be paid within thirty (30) days after written demand therefor (together with backup documentation supporting such reimbursement request); provided, however, that such Indemnitee shall promptly refund such amount to the extent that there is a final judicial determination that such Indemnitee was not entitled to indemnification rights with respect to such payment pursuant to the express terms of this Section 13.5. The agreements in this Section 13.5 shall survive the resignation of the Administrative Agent, and (iv) the actual charges paid Collateral Agent or incurred by Agent if it elects to employ Issuing Bank, the services replacement of one or more third Persons to perform financial audits, to appraise any of the Collateral, foregoing or any portion thereofLender and the repayment, satisfaction or discharge of all the other Obligations. For the avoidance of doubt, this Section 13.5(b) shall not apply to assess the Borrower's (or Taxes, except any of its Subsidiaries')Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claims.

Payment of Expenses; Indemnification. (a) The Borrower agrees Company agrees: (i) to pay, upon demand, pay or reimburse the Administrative Agent and the Lenders for all of their reasonable out-of-pocket costs and expenses of (a) the Agent and each Lender incurred in connection with (i) the negotiationdevelopment, preparation, execution execution, delivery, administration, amendment, waiver and delivery of this Credit Agreement and modification of, the other Credit Documents and any other documents prepared in connection herewith, and the documents consummation of the transactions contemplated hereby and instruments referred to therein (thereby and the syndication of the Loans under this Amended Agreement, including, without limitation, the reasonable fees and expenses disbursements of special external counsel to the Administrative Agent and special external one counsel to the Lenders and the fees and expenses Lenders, subject to receipt of special external counsel for the Agent supporting documentation in connection with collateral issues but excluding any amounts for services rendered by internal counsel) and reasonable detail; (ii) any amendmentto pay or reimburse each Lender and each Agent for all their costs and expenses incurred in connection with, waiver or consent relating hereto and thereto includingto pay, without limitationindemnify, any such amendments, waivers or consents resulting from or related to any work-out, re-negotiation or restructure relating to the performance by the Borrower under this Credit Agreement and (b) the hold each Agent and each Lender harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever arising out of or in connection with with, the enforcement or preservation of any rights (including in any workout proceedings, restructuring, standstill or forbearance providing relief to the Credit Documents Parties) under any Credit Document and the documents and instruments referred to therein, including but not limited to, any work-out, re-negotiation or restructure relating to the performance by the Borrower under this Credit Agreementsuch other documents, including, without limitation, reasonable out-of-pocket fees and disbursements of counsel to each Agent and each Lender (including, but not limited to, reasonable fees and expenses of one counsel to the Lenders and one local counsel in each appropriate jurisdiction and expenses incurred in connection with travel, courier, reproduction, printing and delivery expenses), incurred in connection with the foregoing and in connection with advising the Administrative Agent with respect to its rights and responsibilities under this Amended Agreement and the documentation relating thereto, subject to receipt of supporting documentation in reasonable detail (it being agreed that the Agents and the Lenders shall have the right to employ separate counsel and the Company shall bear the reasonable out-of-pocket fees, costs, and expenses of such separate counsel if (A) the use of the selected counsel would present such counsel with a conflict of interest or (B) the actual or potential defendants in, or targets of, any such enforcementaction include both the Company and the Agents and/or a Lender, and such Agent or Lender shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the Company or any other such Person); (iii) to pay, indemnify, and to hold each Agent and each Lender harmless from, any and all recording and filing fees and any and all liabilities with respect thereto, or resulting from any delay in paying such recording and filing fees, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, any Credit Document and any such other documents; and (iv) to pay, indemnify, and hold each Agent and each Lender (each, an “Indemnified Person”) and their respective affiliates, officers, directors, employees, trustees, advisors and agents (the affiliates, officers, directors, employees, trustees, advisors and agents of any Indemnified Person are such Indemnified Person’s “Related Parties”) harmless from and against any and all other actual out-of-pocket liabilities, obligations, losses, damages (including punitive damages), penalties, fines, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including, without limitation, reasonable experts’ and consultants’ fees and reasonable fees and disbursements of counsel and third party claims for personal injury or real or personal property damage) which may be incurred by or asserted against any Agent, the Lenders or the Related Parties (x) arising out of or in connection with any investigation, litigation or proceeding related to this Amended Agreement, the other Credit Documents, the proceeds of the Loans, or any of the other transactions contemplated hereby or thereby, whether or not any Agent and each or any of the Lenders (including the allocated costs of internal counsel). In addition, the Borrower agrees to pay, upon demand, for the separate account of Agent, audit, appraisal, and valuation fees and charges as follows: (i) is a fee of $750 per day, per auditor, plus out-of-pocket expenses for each financial audit performed by personnel employed by Agentparty thereto, (iiy) if implementedwith respect to any environmental matters, a one time charge any environmental compliance expenses and remediation expenses in connection with the presence, suspected presence, release or suspected release of $3,000 plus out-of-pocket expenses for expenses for any Materials of Environmental Concern in or into the establishment of electronic collateral reporting systemsair, (iii) a fee of $1,500 per day per appraisersoil, plus out-of-pocket expensesgroundwater, for each appraisal of surface water or improvements at, on, about, under, or within the Collateral performed by personnel employed by Agent, and (iv) the actual charges paid or incurred by Agent if it elects to employ the services of one or more third Persons to perform financial audits, to appraise the CollateralProperties, or any portion thereof, or elsewhere in connection with the transportation of Materials of Environmental Concern to assess or from the Borrower's Properties, or (z) without limiting the generality of the foregoing, by reason of or in connection with the execution and delivery or transfer of, or payment or failure to make payments under, Letters of Credit (it being agreed that nothing in this Section 12.5(iv)(z) is intended to limit the Company’s obligations pursuant to Section 2.6); (all the foregoing, collectively, the “indemnified liabilities”), provided that the Company shall have no obligation hereunder with respect to indemnified liabilities of any Indemnified Person or its Related Parties arising from the gross negligence or willful misconduct of such Indemnified Person or its Related Parties as determined by a final, non-appealable judgment of a court of competent jurisdiction. (b) To the fullest extent permitted by applicable law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against any Indemnified Person and its Related Parties on any theory of liability for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Credit Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of its Subsidiaries')Credit or the use of the proceeds thereof. (c) The agreements in this Section 12.5 shall survive repayment of the Loans and all other amounts payable hereunder. (d) All amounts due under this Section 12.5 shall be payable promptly after written demand therefor.

Payment of Expenses; Indemnification. The Borrower agrees (a) to pay, upon demand, pay or reimburse the Agents for all their reasonable and documented out-of-pocket costs and expenses of (a) the Agent and each Lender incurred in connection with the preparation and execution and delivery of, and any amendment, waiver, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of outside legal counsel for the Lenders and the Agents (including the reasonable fees, disbursements and other changes of Xxxxx Xxxx & Xxxxxxxx LLP, as primary outside legal counsel for the Lenders and the Agents) and the reasonable fees, disbursements and other charges of FTI Consulting, Inc., as financial advisor to the Lenders, (b) to pay or reimburse each Agent for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including the reasonable fees, disbursements and other charges of one counsel to the Administrative Agent and the Collateral Agent (unless there is an actual or perceived conflict of interest in which case each such Person may retain its own counsel), (c) to pay, indemnify, and hold harmless each Agent from, any and all recording and filing fees and (d) to pay, indemnify, and hold harmless each Lender and Agent and their respective Related Parties from and against any and all other liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements to the extent relating to any proceeding relating to this Agreement, any other Loan Document, the Transactions or any related transactions, whether or not such proceedings are brought by the Borrower, any of its Related Parties or any other third Person, including reasonable and documented fees, disbursements and other charges of one primary counsel for the Agents and their Related Parties (taken as a whole), and one primary counsel for the Lenders and their Related Parties (taken as a whole), and, if necessary, by a single firm of local counsel in each appropriate jurisdiction for the Agents and their Related Parties (taken as a whole) and a single firm of local counsel in each appropriate jurisdiction for the Lenders and their Related Parties (taken as a whole) (unless there is an actual or perceived conflict of interest in which case each such Person may retain its own counsel), with respect to the (i) execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents or (ii) any violation of, noncompliance with or liability under any Environmental Law or any actual or alleged presence, release or threatened release of Hazardous Materials, in each case, involving, attributable to, or otherwise relating to, the Borrower, any of its Subsidiaries or any of its property (all the foregoing in this clause (d), collectively, the “Indemnified Liabilities”); provided that the Borrower shall have no obligation hereunder to any Agent or any Lender or any of their respective Related Parties with respect to Indemnified Liabilities to the extent (1) found by a court of competent jurisdiction in a final non-appealable judgment to have resulted from (i) the negotiationgross negligence, preparationbad faith or willful misconduct of the party to be indemnified or (ii) any material breach of any Loan Document by the party to be indemnified (other than a material breach by any Agent in its capacity as such unless such material breach resulted from gross negligence, execution and delivery bad faith or willful misconduct of the Agent or its Related Parties) or (2) arising from disputes, claims, demands, actions, judgments or suits not arising from any act or omission by the Borrower or its Affiliates, brought by an indemnified Person against any other indemnified Person (other than disputes, claims, demands, actions, judgments or suits involving claims against any Agent in its capacity as such). No Person entitled to indemnification under clause (d) of this Credit Section 9.05 shall be liable for any damages arising from the use by others of any information or other materials obtained through internet, electronic, telecommunications or other information transmission systems (including IntraLinks or SyndTrak Online) in connection with this Agreement or any other Loan Document, except to the extent that such damages have resulted from the gross negligence, bad faith or willful misconduct of the party to be indemnified or any of its Related Parties (as determined by a court of competent jurisdiction in a final and the other Credit Documents and the documents and instruments referred to therein non-appealable decision), nor shall any such Person have any liability for any special, punitive, indirect or consequential damages (including, without limitation, any loss of profits, business or anticipated savings) relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the reasonable fees Closing Date). The agreements in this Section 9.05 shall survive repayment of the Loans and expenses of special external counsel to the Agent and special external counsel to the Lenders all other amounts payable hereunder, and the fees and earlier resignation or removal of any Agent. This Section 9.05 shall not apply with respect to any Taxes other than Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements of special external counsel for the Agent in connection with collateral issues but excluding any amounts for services rendered by internal counsel) and (ii) any amendment, waiver kind or consent relating hereto and thereto including, without limitation, any such amendments, waivers or consents nature whatsoever resulting from or related to any worka non-out, re-negotiation or restructure relating to the performance by the Borrower under this Credit Agreement and (b) the Agent and each Lender in connection with enforcement of the Credit Documents and the documents and instruments referred to therein, including but not limited to, any work-out, re-negotiation or restructure relating to the performance by the Borrower under this Credit Agreement, including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent and each of the Lenders (including the allocated costs of internal counsel). In addition, the Borrower agrees to pay, upon demand, for the separate account of Agent, audit, appraisal, and valuation fees and charges as follows: (i) a fee of $750 per day, per auditor, plus out-of-pocket expenses for each financial audit performed by personnel employed by Agent, (ii) if implemented, a one time charge of $3,000 plus out-of-pocket expenses for expenses for the establishment of electronic collateral reporting systems, (iii) a fee of $1,500 per day per appraiser, plus out-of-pocket expenses, for each appraisal of the Collateral performed by personnel employed by Agent, and (iv) the actual charges paid or incurred by Agent if it elects to employ the services of one or more third Persons to perform financial audits, to appraise the Collateral, or any portion thereof, or to assess the Borrower's (or any of its Subsidiaries')Tax claim.

Payment of Expenses; Indemnification. (a) The Borrower agrees (a) to pay, upon demand, pay or reimburse each of the Agents and the Arranger for all their reasonable out-of-pocket costs and expenses of (a) the Agent and each Lender incurred in connection with the syndication of the Term Loan Facility (iother than fees payable to syndicate members) and the development, negotiation, preparationpreparation and execution of, execution and delivery of any amendment, supplement or modification to, this Credit Agreement and the other Credit Loan Documents and any other documents prepared in connection herewith or therewith, and the documents consummation and instruments referred to therein (administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable and documented fees and expenses disbursements of special external a single law firm as counsel to the Agent Agents and special external the Arranger and one local counsel to the Agents in any relevant jurisdiction and the charges of Intra-Links, (b) [Reserved], (c) to pay or reimburse each Lender and the Agents for all their reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, including, without limitation, all costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Laws, the reasonable and documented fees and disbursements of a single law firm as counsel to the Lenders and the Agents taken as a whole and one local counsel to the Lenders and the Agents taken as a whole in any relevant material jurisdiction (or, with respect to enforcement, any relevant jurisdiction) and, if a conflict exists among such Persons, one additional primary counsel and, if necessary or advisable, one local counsel in each relevant jurisdiction, (d) to pay, indemnify, or reimburse each Lender and the Agents for, and hold each Lender and the Agents harmless from, any and all reasonable recording and filing fees and expenses of special external counsel for the Agent any and all reasonable liabilities with respect to, or resulting from any delay in paying Other Taxes, if any, which may be payable or determined to be payable in connection with collateral issues but excluding the execution and delivery of, or consummation or administration of any amounts for services rendered of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (e) to pay, indemnify or reimburse each Lender, the Agents, their respective affiliates, and their respective officers, directors, trustees, employees, advisors, agents and controlling persons (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, claims (including Environmental Claims), actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (limited to, in the case of counsel, the reasonable and documented fees and disbursements of a single law firm as counsel to the Indemnitees taken as a whole and one local counsel to the Indemnitees taken as a whole in any relevant jurisdiction and, if a conflict exists among such Persons, one additional primary counsel and, if necessary or advisable, one local counsel in each relevant jurisdiction) whether direct, indirect, special or consequential, incurred by internal counselan Indemnitee or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) and the execution, enforcement or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any amendment, waiver Term Loan or consent relating hereto and thereto including, without limitation, any such amendments, waivers the use or consents resulting from or related to any work-out, re-negotiation or restructure relating to the performance by the Borrower under this Credit Agreement and (b) the Agent and each Lender in connection with enforcement proposed use of the Credit Documents and the documents and instruments referred to therein, including but not limited to, any work-out, re-negotiation or restructure relating to the performance by the Borrower under this Credit Agreement, including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent and each of the Lenders (including the allocated costs of internal counsel). In addition, the Borrower agrees to pay, upon demand, for the separate account of Agent, audit, appraisal, and valuation fees and charges as follows: (i) a fee of $750 per day, per auditor, plus out-of-pocket expenses for each financial audit performed by personnel employed by Agent, (ii) if implemented, a one time charge of $3,000 plus out-of-pocket expenses for expenses for the establishment of electronic collateral reporting systemsproceeds thereof, (iii) a fee any actual or alleged presence or Release of $1,500 per day per appraiserHazardous Materials on, plus out-of-pocket expensesat, for each appraisal of under or from any property owned, occupied or operated by the Collateral performed by personnel employed by Agent, and (iv) the actual charges paid or incurred by Agent if it elects to employ the services of one or more third Persons to perform financial audits, to appraise the Collateral, or any portion thereof, or to assess the Borrower's (Borrower or any of its Subsidiaries', or any liability under any Environmental Law related in any way to the Borrower or any of its Subsidiaries or any of their respective properties, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by any third party or by the Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto (all the foregoing in this clause (e), collectively, the “Indemnified Liabilities”), but excluding, in each case, taxes other than any taxes that represent losses, damages, etc., in respect of a non-tax claim; provided that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities (x) are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence, bad faith, willful misconduct or material breach of its obligations under this Agreement of such Indemnitee or (y) resulted from any dispute that does not involve an act or omission by the Borrower or any of their respective affiliates, shareholders, partners or other equity holders and that is brought by an Indemnitee against another Indemnitee other than any claims against an Indemnitee in its capacity or in fulfilling its role as the Administrative Agent or the Arranger under the Term Loan Facility. No Indemnitee shall be liable for any damages arising from the use by unauthorized persons of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons or for any special, indirect, consequential or punitive damages in connection with the Term Loan Facility. Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries so to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee except to the extent wholly unrelated to the Facility and this Agreement. All amounts due under this Section 9.5(a) shall be payable not later than 30 days after written demand therefor. Statements payable by the Borrower pursuant to this Section shall be submitted to X. Xxxxxxx (Telephone No. (000) 000-0000) (Fax No. (000) 000-0000), at the address of the Borrower set forth in Section 9.2, or to such other Person or address as may be hereafter designated by the Borrower in a notice to the Administrative Agent. The agreements in this Section shall survive the termination of the Commitments and the repayment of the Term Loans and all other amounts payable hereunder.

Payment of Expenses; Indemnification. (a) The Borrower agrees (i) to pay, upon demand, pay or reimburse each of the Agents for all their reasonable and documented out-of-pocket costs and expenses of (awithout duplication) the Agent and each Lender incurred in connection with (i) the negotiationdevelopment, preparation, negotiation, execution and delivery of, and any amendment, supplement, modification to, waiver and/or enforcement of this Credit Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith (in the documents case of any amendment, supplement, modification or waiver, whether or not effective), and instruments referred to therein (includingthe consummation and administration of the transactions contemplated hereby and thereby, without limitation, including the reasonable fees fees, disbursements and expenses other charges of special external (x) Dxxxx Xxxx & Wxxxxxxx LLP (or such other counsel as may be agreed by the Administrative Agent and the Borrower), (y) one counsel in each relevant material jurisdiction and (z) other advisors and consultants to the Agent and special external counsel Agents to the Lenders and extent the fees and expenses of special external counsel for the Agent Borrower provides written consent thereto (in connection with collateral issues but excluding any amounts for services rendered by internal counsel) and its sole discretion), (ii) any amendment, waiver to pay or consent relating hereto reimburse each Agent for all their reasonable and thereto including, without limitation, any such amendments, waivers or consents resulting from or related to any work-out, re-negotiation or restructure relating to the performance by the Borrower under this Credit Agreement and (b) the Agent and each Lender in connection with enforcement of the Credit Documents and the documents and instruments referred to therein, including but not limited to, any work-out, re-negotiation or restructure relating to the performance by the Borrower under this Credit Agreement, including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent and each of the Lenders (including the allocated costs of internal counsel). In addition, the Borrower agrees to pay, upon demand, for the separate account of Agent, audit, appraisal, and valuation fees and charges as follows: (i) a fee of $750 per day, per auditor, plus documented out-of-pocket costs and expenses for each financial audit performed by personnel employed by incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents, including the reasonable fees, disbursements and other charges of one firm or counsel to the Administrative Agent and the Collateral Agent, and, to the extent required, one firm or local counsel in each relevant material jurisdiction with the Borrower’s consent (iisuch consent not to be unreasonably withheld, delayed or conditioned) if implemented(which may include a single special counsel acting in multiple jurisdictions), a one time charge and (iii) to pay, indemnify and hold harmless each Lender, each Agent and their respective Related Parties (without duplication) (the “Indemnified Persons”) from and against any and all losses, claims, damages, liabilities, obligations, demands, actions, judgments, suits, costs, expenses, disbursements or penalties of $3,000 plus any kind or nature whatsoever (and the reasonable and documented out-of-pocket expenses for expenses for the establishment of electronic collateral reporting systemsfees, (iii) a fee of $1,500 per day per appraiser, plus out-of-pocket expenses, disbursements and other charges of one firm of counsel for each appraisal all Indemnified Persons, taken as a whole (and, in the case of an actual or perceived conflict of interest where the Indemnified Person affected by such conflict notifies the Borrower of any existence of such conflict and in connection with the investigating or defending any of the Collateral performed by personnel employed by Agentforegoing (including the reasonable fees), of another firm of counsel for all similarly affected Indemnified Persons), and to the extent required, one firm or local counsel in each relevant material jurisdiction (ivwhich may include a single special counsel acting in multiple jurisdictions)) of any such Indemnified Person arising out of or relating to any action, claim, litigation, investigation or other proceeding (regardless of whether such Indemnified Person is a party thereto), arising out of any Commitment, Loan or the actual charges paid use or incurred by Agent if it elects to employ proposed use of the services of one or more third Persons to perform financial auditsproceeds therefrom, to appraise the Collateralarising out of, or any portion thereof, with respect to the Transactions or to assess the Borrower's (execution, delivery, performance, administration and enforcement of this Agreement, the other Credit Documents and any such other documents, agreements, letters or instruments delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, including any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law or any actual or alleged presence, Release or threatened Release of Hazardous Materials attributable to the Borrower or any of its Subsidiaries (all the foregoing in this clause (iii), regardless of whether brought by the Borrower, any of its subsidiaries or any other Person collectively, the “Indemnified Liabilities”); provided that Holdings and the Borrower shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities to the extent arising from (i) the gross negligence, bad faith or willful misconduct of such Indemnified Person or any of its Related Parties as determined in a final and non-appealable judgment of a court of competent jurisdiction, (ii) a material breach of the obligations of such Indemnified Person or any of its Related Parties under the terms of this Agreement by such Indemnified Person or any of its Related Parties as determined in a final and non-appealable judgment of a court of competent jurisdiction, or (iii) any proceeding between and among Indemnified Persons that does not involve an act or omission by Holdings, the Borrower or any of their respective Subsidiaries'; provided the Agents, to the extent acting in their capacity as such, shall remain indemnified in respect of such proceeding, to the extent that neither of the exceptions set forth in the immediately preceding clause (i) or (ii) of the immediately preceding proviso applies to such person at such time. The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder. This Section 13.5 shall not apply with respect to Taxes, other than any Taxes that represent losses, claims, damages, liabilities, obligations, penalties, actions, judgments, suits, costs, expenses or disbursements arising from any non-Tax claim. Holdings, the Borrower and their subsidiaries shall not be liable for any settlement of any proceeding effected without the Borrower’s written consent (which consent shall not be unreasonably withheld, delayed or conditioned), but if such proceeding is settled with the written consent of the Borrower or if a final and non-appealable judgment is entered against an Indemnified Person in such proceeding, the Borrower shall indemnify and hold harmless such Indemnified Person to the extent specified in this paragraph (a). Holdings, the Borrower and their Subsidiaries shall not, without the prior written consent of any Indemnified Person (which consent shall not be unreasonably withheld, delayed or conditioned), effect any settlement of any pending or threatened proceedings in respect of which indemnity could have been sought hereunder by such Indemnified Person unless such settlement (i) includes an unconditional release of such Indemnified Person in form and substance reasonably satisfactory to such Indemnified Person from all liability or claims that are the subject matter of such proceedings and (ii) does not include any statement as to or any admission of fault, culpability, wrongdoing or a failure to act by or on behalf of any Indemnified Person. (b) Each Indemnified Person agrees (x) that the Borrower shall have no obligation to reimburse such Indemnified Person for fees and expenses and (y) to return and refund any and all amounts paid by the Borrower pursuant to this Section 13.5, in the case of each of clauses (x) and (y), to the extent such Indemnified Person is not entitled to payment of such amounts in accordance with the terms of the Credit Documentation. (c) No Credit Party, any Affiliate of a Credit Party or Indemnified Person (or any Related Party of an Indemnified Person) shall have any liability for any special, punitive, indirect or consequential damages resulting from this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date); provided that the foregoing shall not limit Holdings’ and the Borrower’ indemnification obligations to the Indemnified Persons pursuant to Section 13.5(a) or under any other provision of this Agreement or any of the other Credit Agreement Documents. No Indemnified Person (or any Related Party of an 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 Credit Documents or the transactions contemplated hereby or thereby, except to the extent that such damages have resulted from the willful misconduct, bad faith or gross negligence of any Indemnified Person or any of its Related Parties as determined by a final and non-appealable judgment of a court of competent jurisdiction.

Payment of Expenses; Indemnification. The Borrower agrees (a) to pay, upon demand, pay or reimburse the Administrative Agent for all of its reasonable and documented out-of-pocket costs and expenses of (a) the Agent and each Lender incurred in connection with (i) the negotiation, preparation, preparation and execution and delivery of of, and any amendment, waiver, supplement or modification to, this Credit Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the documents consummation and instruments referred administration of the transactions contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of Norton Xxxx Xxxxxxxxx, in its capacity as counsel to therein the Administrative Agent, and one counsel in each appropriate local jurisdiction (other than any allocated costs of in-house counsel), (b) to pay or reimburse the Administrative Agent for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents, including the reasonable fees, disbursements and other charges of one counsel to the Administrative Agent, (c) to pay, indemnify, and hold harmless each Lender, Letter of Credit Issuer and the Administrative Agent from, any and all recording and filing fees and (d) to pay, indemnify, and hold harmless each Lender, Letter of Credit Issuer and the Administrative Agent and their respective Related Parties from and against any and all other liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, whether or not such proceedings are brought by the Borrower, any of its Related Parties or any other third Person, including reasonable and documented fees, disbursements and other charges of one primary counsel for all such Persons, taken as a whole, and, if necessary, by a single firm of local counsel in each appropriate jurisdiction for all such Persons, taken as a whole (unless there is an actual or perceived conflict of interest in which case each such Person may, with the consent of the Borrower (not to be unreasonably withheld or delayed) retain its own counsel), with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Credit Documents and any such other documents, including, without limitation, any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law (other than by such indemnified person or any of its Related Parties (other than any trustee or advisor)) or to any actual or alleged presence, release or threatened release of Hazardous Materials involving or attributable to the operations of the Borrower, any of its Subsidiaries or any of the Oil and Gas Properties (all the foregoing in this clause (d), collectively, the “Indemnified Liabilities”); provided that the Borrower shall have no obligation hereunder to the Administrative Agent or any Lender or any of their respective Related Parties with respect to Indemnified Liabilities to the extent it has been determined by a final non-appealable judgment of a court of competent jurisdiction to have resulted from (i) the gross negligence, bad faith or willful misconduct of the party to be indemnified or any of its Related Parties (IT BEING THE INTENTION OF THE PARTIES HERETO THAT EACH LENDER, LETTER OF CREDIT ISSUER AND THE ADMINISTRATIVE AGENT AND THEIR RESPECTIVE RELATED PARTIES SHALL, IN ALL CASES, BE INDEMNIFIED FOR ITS ORDINARY COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE), (ii) any material breach of any Credit Document by the party to be indemnified or (iii) disputes, claims, demands, actions, judgments or suits not arising from any act or omission by the Borrower or its Affiliates, brought by an indemnified Person against any other indemnified Person (other than disputes, claims, demands, actions, judgments or suits involving claims against the Administrative Agent in its capacity as such). NO PERSON ENTITLED TO INDEMNIFICATION UNDER CLAUSE (D) OF THIS SECTION 13.5 SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY UNINTENDED RECIPIENTS OF ANY INFORMATION OR OTHER MATERIALS DISTRIBUTED BY IT THROUGH TELECOMMUNICATIONS, ELECTRONIC OR OTHER INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT OR THE OTHER CREDIT DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. THE TELECOMMUNICATIONS, ELECTRONIC OR OTHER INFORMATION TRANSMISSION SYSTEMS USED BY THE ADMINISTRATIVE AGENT IS PROVIDED “AS IS” AND “AS AVAILABLE.” NONE OF THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES WARRANT THE ADEQUACY OF SUCH TELECOMMUNICATIONS, ELECTRONIC OR OTHER INFORMATION TRANSMISSION SYSTEMS AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE COMMUNICATIONS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES IN CONNECTION WITH ANY COMMUNICATIONS OR ANY TELECOMMUNICATIONS, ELECTRONIC OR OTHER INFORMATION TRANSMISSION SYSTEMS. No Person entitled to indemnification under clause (d) of this Section 13.5, nor the Borrower or any of its Subsidiaries, shall have any liability for any special, punitive, indirect, exemplary or consequential damages (including, without limitation, the reasonable fees and expenses any loss of special external counsel profits, business or anticipated savings) relating to the Agent and special external counsel to the Lenders and the fees and expenses this Agreement or any other Credit Document or arising out of special external counsel for the Agent its activities in connection herewith or therewith (whether before or after the Closing Date); provided that the foregoing shall not negate the Borrower’s obligations with collateral issues but excluding any respect to Indemnified Liabilities. All amounts for services rendered by internal counsel) and (ii) any amendment, waiver or consent relating hereto and thereto including, without limitation, any such amendments, waivers or consents resulting from or related to any work-out, re-negotiation or restructure relating to the performance payable under this Section 13.5 shall be paid within 10 Business Days of receipt by the Borrower under of an invoice relating thereto setting forth such expense in reasonable detail. The agreements in this Credit Agreement and (b) the Agent and each Lender in connection with enforcement Section 13.5 shall survive repayment of the Credit Documents Loans and the documents and instruments referred all other amounts payable hereunder. This Section 13.5 shall not apply with respect to thereinany claims for Taxes other than any Taxes that represent losses, including but not limited toclaims, damages, etc., arising from any worknon-out, re-negotiation or restructure relating to the performance by the Borrower under this Credit Agreement, including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent and each of the Lenders (including the allocated costs of internal counsel). In addition, the Borrower agrees to pay, upon demand, for the separate account of Agent, audit, appraisal, and valuation fees and charges as follows: (i) a fee of $750 per day, per auditor, plus out-of-pocket expenses for each financial audit performed by personnel employed by Agent, (ii) if implemented, a one time charge of $3,000 plus out-of-pocket expenses for expenses for the establishment of electronic collateral reporting systems, (iii) a fee of $1,500 per day per appraiser, plus out-of-pocket expenses, for each appraisal of the Collateral performed by personnel employed by Agent, and (iv) the actual charges paid or incurred by Agent if it elects to employ the services of one or more third Persons to perform financial audits, to appraise the Collateral, or any portion thereof, or to assess the Borrower's (or any of its Subsidiaries')Tax claim.

Payment of Expenses; Indemnification. The Borrower agrees to payagrees, upon if the Closing Date occurs, in each case within thirty (30) days of written demand, (a) to pay or reimburse the Agents for all their reasonable and documented out-of-pocket costs and expenses of (awithout duplication) the Agent and each Lender incurred in connection with (i) the syndication, preparation, negotiation, preparationadministration, execution and delivery of of, and any amendment, supplement, waiver or modification to, this Credit Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the documents consummation and instruments referred administration of the transactions contemplated hereby and thereby (limited (i) in the case of legal fees and expenses, to therein (including, without limitation, the reasonable fees and expenses documented fees, disbursements and other charges of special external Pxxx Xxxxxxxx LLP (or such other counsel to as may be agreed by the Administrative Agent and special external the Borrower) and, if reasonably necessary, of a single firm of local counsel to the Lenders and the fees and expenses in each relevant material jurisdiction, excluding in all cases allocated costs of special external counsel for the Agent in connection with collateral issues but excluding any amounts for services rendered by internal in-house counsel) , and (ii) any amendment, waiver or consent relating hereto in the case of fees and thereto including, without limitation, any such amendments, waivers or consents resulting from or expenses related to any workother advisor or consultant, solely to the extent the Borrower has consented to the retention or engagement of such Person), (b) to pay or reimburse each Agent, Lxxxxx and Letter of Credit Issuer for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any other documents delivered in connection herewith or therewith upon the occurrence and during the continuance of an Event of Default (limited, in the case of legal fees and expenses, to the reasonable documented fees, disbursements and other charges of one primary counsel and (x) if reasonably necessary, of a single firm of local counsel in each relevant material jurisdiction and (y) if there is an actual conflict of interest, one additional counsel for the affected similarly situated (taken as a whole) Persons), in each case excluding in all cases allocated costs of in-house counsel, and (c) to pay, indemnify, and hold harmless each Lender, each Agent, the Letter of Credit Issuer and their respective Affiliates, directors, officers, members, controlling persons, representatives, advisors, employees and agents and successors of the foregoing (in each case, excluding any Excluded Affiliate (acting in its capacity as such), the “Indemnified Persons”) from and against any and all actual losses, damages, claims, expenses or liabilities incurred or suffered of any kind or nature whatsoever (limited (i) in the case of legal fees and expenses, to the reasonable and documented out-of-pocket fees, redisbursements, and other charges of one primary counsel and, if reasonably necessary, one local counsel in each relevant material jurisdiction for all such Indemnified Persons (taken as a whole) and, if there is an actual conflict of interest, one additional counsel for the affected Indemnified Persons similarly situated (taken as a whole), in each case excluding in all cases allocated costs of in-negotiation house counsel, and (ii) in the case of fees and expenses related to any other advisor or restructure consultant, solely to the extent the Borrower has consented to the retention or engagement of such Person in writing), in each case to the extent arising out of or relating to the performance any claim, litigation, investigation or other proceeding, regardless whether any such Indemnified Person is a party thereto or whether such claim, litigation, investigation or other proceeding is brought by a third party or by the Borrower under or any of its Affiliates, that is related to the execution, delivery, enforcement, performance, and administration of this Agreement, the other Credit Agreement Documents and other documents delivered in connection herewith or therewith or the use of proceeds of any Credit Facility (ball the foregoing in this clause (c), collectively, the “Indemnified Liabilities”); provided that the Borrower shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities (i) resulting from disputes between and among any Indemnified Persons (or any of such Indemnified Person’s Affiliates or any of its or their respective officers, directors, employees, agents, controlling persons, members or the successors of any of the foregoing) that does not involve an act or omission by the Borrower or any of its Subsidiaries (other than any claims against the Administrative Agent or the Lead Arrangers in their respective capacities as such, subject to the immediately succeeding clause (ii)) or (ii) to the extent it has been determined by a final non-appealable judgment of a court of competent jurisdiction to have resulted from (x) the Agent gross negligence, bad faith or willful misconduct of such Indemnified Person (or any of such Indemnified Person’s Affiliates or any of its or their respective officers, directors, employees, agents, controlling persons, members or the successors of any of the foregoing) or (y) a material breach of any Credit Document by such Indemnified Person (or any of such Indemnified Person’s Affiliates or any of its or their respective officers, directors, employees, agents, controlling persons, members or the successors of any of the foregoing). No Person entitled to indemnification under clause (c) above and each Lender no other Person party to this Agreement shall be liable (1) for any damages to any other Indemnified Person or party hereto arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with enforcement this Agreement except to the extent that such damage resulted from bad faith, material breach, willful misconduct or gross negligence of such Indemnified Person, such other Person or any of such Indemnified Person’s or such other Person’s Affiliates or any of its or their respective officers, directors, employees, agents, controlling persons, members or the successors of any of the Credit Documents and the documents and instruments referred to thereinforegoing or (2) for any special, including but not limited topunitive, any work-out, re-negotiation indirect or restructure consequential damages relating to this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the performance Closing Date); provided that this clause (2) shall not limit the Borrower’s indemnity or reimbursement obligations to the extent such special, punitive, indirect or consequential damages are included in any claim by a third party unrelated to or unaffiliated with such Indemnified Person with respect to which the Borrower applicable Indemnified Person is entitled to indemnification in accordance with Section 13.5(c). All amounts due under this Credit AgreementSection 13.5 shall be paid within thirty (30) days after written demand therefor (together with backup documentation supporting such reimbursement request); provided that an Indemnified Person shall promptly refund any amount to the extent that there is a final judicial or arbitral determination that such Indemnified Person was not entitled to indemnification rights with respect to such payment pursuant to this Section 13.5. The Borrower shall not be liable for any settlement of any proceeding effected without the Borrower’s prior written consent (which consent shall not be unreasonably withheld or delayed), including, without limitation, but if settled with the Borrower’s prior written consent or if there is a final and non-appealable judgment by a court of competent jurisdiction for the plaintiff in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent and each of the Lenders (including the allocated costs of internal counsel). In additionproceeding, the Borrower agrees to payindemnify and hold harmless each Indemnified Person from and against any and all actual losses, upon demanddamages, for the separate account of Agent, audit, appraisal, claims or liabilities incurred or suffered and valuation fees reasonable and charges as follows: (i) a fee of $750 per day, per auditor, plus documented legal or other out-of-pocket expenses for each financial audit performed by personnel employed reason of such settlement or judgment in accordance with, and to the extent provided in, the other provisions of this Section 13.5. The Borrower and its respective Subsidiaries shall not, without the prior written consent of any Indemnified Person (which consent shall not be unreasonably withheld or delayed), effect any settlement of any pending or threatened proceedings in respect of which indemnity could have been sought hereunder by Agent, such Indemnified Person unless such settlement (i) includes an unconditional release of such Indemnified Person in form and substance reasonably satisfactory to such Indemnified Person from all liability or claims that are the subject matter of such proceedings and (ii) if implementeddoes not include any statement as to or any admission of fault, culpability, wrongdoing or a one time charge failure to act by or on behalf of $3,000 plus out-of-pocket expenses for expenses for any Indemnified Person. Each Indemnified Person, by its acceptance of the establishment benefits of electronic collateral reporting systemsthis Section 13.5, agrees to refund and return any and all amounts paid by the Borrower (iiior on its behalf) a fee to it if, pursuant to limitations on indemnification set forth in this Section 13.5, such Indemnified Person was not entitled to receipt of $1,500 per day per appraisersuch amounts. The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder. This Section 13.5 shall not apply with respect to Taxes, plus out-of-pocket other than any Taxes that represent liabilities, obligations, losses, damages, penalties, judgments, costs, expenses, for each appraisal of the Collateral performed by personnel employed by Agentor disbursements, and (iv) the actual charges paid or incurred by Agent if it elects to employ the services of one or more third Persons to perform financial auditsetc., to appraise the Collateral, or arising from any portion thereof, or to assess the Borrower's (or any of its Subsidiaries')non-Tax claim.

Payment of Expenses; Indemnification. (a) The Borrower agrees (i) to pay, upon demand, pay or reimburse each of the Agents for all their reasonable and documented out-of-pocket costs and expenses of (awithout duplication) the Agent and each Lender incurred in connection with (i) the negotiationdevelopment, preparation, execution and delivery of, and any amendment, supplement, modification to, waiver and/or enforcement of this Credit Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the documents consummation and instruments referred to therein administration of the transactions contemplated hereby and thereby (including, without limitationincluding in the case of legal fees, the reasonable fees and expenses documented fees, disbursements and other charges of special external Xxxxxx & Xxxxxxx LLP (or such other counsel to as may be agreed by the Administrative Agent and special external counsel to the Lenders and the fees and expenses of special external counsel for the Agent in connection with collateral issues but excluding any amounts for services rendered by internal counselBorrower) and one counsel in each appropriate local jurisdiction), (ii) any amendmentto pay or reimburse each Agent, waiver or consent relating hereto and thereto including, without limitation, any such amendments, waivers or consents resulting from or related to any work-out, re-negotiation or restructure relating to the performance by the Borrower under this each Letter of Credit Agreement and (b) the Agent Issuer and each Lender in connection with enforcement of the Credit Documents for all its reasonable and the documents and instruments referred to therein, including but not limited to, any work-out, re-negotiation or restructure relating to the performance by the Borrower under this Credit Agreement, including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent and each of the Lenders (including the allocated costs of internal counsel). In addition, the Borrower agrees to pay, upon demand, for the separate account of Agent, audit, appraisal, and valuation fees and charges as follows: (i) a fee of $750 per day, per auditor, plus documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents (limited in the case of legal fees, to the reasonable and documented fees, disbursements and other charges of one firm of counsel to all such Persons taken as a whole, and, to the extent required, one firm of local counsel to all such Persons taken as a whole in each appropriate local jurisdiction (which may include a single special counsel acting in multiple jurisdictions) (and, in the case of an actual or perceived conflict of interest where the relevant Person affected by such conflict notifies the Borrower of such conflict and, after the Borrower has given its consent (which consent shall not be unreasonably withheld or delayed), has retained its own counsel, of another firm of counsel for such affected Person (and one additional firm of local counsel for such affected Person in each financial audit performed by personnel employed by Agentappropriate local jurisdiction (which may include a single special counsel acting in multiple jurisdictions))), and (iiiii) if implementedto pay, a one time charge indemnify and hold harmless each Lender, each Letter of $3,000 plus Credit Issuer, each Agent and their respective Related Parties (without duplication) (the “Indemnified Persons”) from and against any and all losses, claims, damages, liabilities, obligations, demands, actions, judgments, suits, costs, expenses, disbursements or penalties of any kind or nature whatsoever (in each case, excluding allocated costs of in-house counsel) (limited, in the case of legal fees, to the reasonable and documented out-of-pocket expenses for expenses for the establishment of electronic collateral reporting systemslegal fees, (iii) a fee of $1,500 per day per appraiser, plus out-of-pocket expenses, disbursements and other charges of one firm of counsel for all Indemnified Persons, taken as a whole (and, in the case of an actual or perceived conflict of interest where the Indemnified Person affected by such conflict notifies the Borrower of such conflict and, after the Borrower has given its consent (which consent shall not be unreasonably withheld or delayed), has retained its own counsel, of another firm of counsel for such affected Indemnified Person and to the extent required, one firm of local counsel in each appraisal appropriate local jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for such affected Indemnified Person), and to the extent required, one firm of local counsel in each appropriate local jurisdiction (which may include a single special counsel acting in multiple jurisdictions)) of any such Indemnified Person arising out of or relating to any action, claim, litigation, investigation or other proceeding (regardless of whether such Indemnified Person is a party thereto or whether or not such action, claim, litigation or proceeding was brought by Holdings, any of its Subsidiaries or any other Person)), arising out of, or with respect to the Transactions or to the execution, enforcement, delivery, performance and administration of this Agreement, the other Credit Documents and any such other documents, including any of the Collateral performed by personnel employed by Agentforegoing relating to the violation of, and (iv) the actual charges paid noncompliance with or incurred by Agent if it elects to employ the services of one or more third Persons to perform financial auditsliability under, to appraise the Collateral, any Environmental Law or any portion thereofactual or alleged presence, Release or threatened Release of Hazardous Materials relating in any way to assess the Borrower's (Holdings or any of its Subsidiaries'Subsidiaries (all the foregoing in this clause (iii), collectively, the “Indemnified Liabilities”); provided that Holdings and the Borrower shall have no obligation hereunder to any Indemnified Person with respect to indemnified liabilities to the extent arising from (i) the gross negligence, bad faith or willful misconduct of such Indemnified Person or any of its controlled or controlling Affiliates or any of its or their respective officers, directors, employees, agents, advisors, controlling Persons or members as determined in a final and non-appealable judgment of a court of competent jurisdiction, (ii) a material breach of the obligations of such Indemnified Person or any of its controlled or controlling Affiliates or any of its or their respective officers, directors, employees, agents, advisors, controlling Persons or members under the terms of this Agreement or any other Credit Document by such Indemnified Person or any of its controlled or controlling Affiliates or any of its or their respective officers, directors, employees, agents, advisors, controlling Persons or members as determined in a final and non-appealable judgment of a court of competent jurisdiction, or (iii) any proceeding between and among Indemnified Persons that does not involve an act or omission by Holdings, the Borrower or their respective Affiliates; provided the Agents and Letter of Credit Issuers to the extent acting in their capacity as such, shall remain indemnified in respect of such proceeding, to the extent that none of the exceptions set forth in clause (i) or (ii) of this proviso applies to such person and such claim at such time. The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder. This Section 13.5 shall not apply with respect to Taxes, other than any Taxes that represent losses, claims, damages, liabilities, obligations, penalties, actions, judgments, suits, cost, expenses, or disbursements arising from any non-Tax claim. (b) No Credit Party nor any Indemnified Person shall have any liability for any special, punitive, indirect or consequential damages resulting from this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date); provided that the foregoing shall not limit Holdings’ and the Borrower’s indemnification obligations to the Indemnified Persons pursuant to Section 13.5(a) in respect of damages incurred or paid by an Indemnified Person to a third 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 Credit Documents or the transactions contemplated hereby or thereby, except to the extent that such damages have resulted from the willful misconduct, bad faith or gross negligence of any Indemnified Person or any of its or any of its controlled or controlling Affiliates or any of its or their respective officers, directors, employees, agents, advisors, controlling Persons or members as determined by a final and non-appealable judgment of a court of competent jurisdiction.

Payment of Expenses; Indemnification. The Borrower agrees (a) Each of Holdings and the Borrower, jointly and severally, agree (i) to pay, upon demand, pay or reimburse each of the Agents for all their reasonable and documented out-of-pocket costs and expenses of (awithout duplication) the Agent and each Lender incurred in connection with (i) the negotiationdevelopment, preparation, execution and delivery of of, and any amendment, supplement, modification to, waiver and/or enforcement this Credit Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the documents consummation and instruments referred administration of the transactions contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of Cxxxxx Xxxxxx & Rxxxxxx LLP (or such other counsel as may be agreed by the Administrative Agent and the Borrower), one counsel in each relevant local jurisdiction with the consent of the Borrower (such consent not to therein be unreasonably withheld or delayed), (including, without limitationii) to pay or reimburse each Agent for all their reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents, including the reasonable fees fees, disbursements and expenses other charges of special external one firm or counsel to the Administrative Agent and special external counsel the Collateral Agent, and, to the Lenders extent required, one firm or local counsel in each relevant local jurisdiction with the Borrower’s consent (such consent not to be unreasonably withheld or delayed (which may include a single special counsel acting in multiple jurisdictions), and (iii) to pay, indemnify and hold harmless each Lender, each Agent, the Letter of Credit Issuer and their respective Related Parties (without duplication) (the “Indemnified Persons”) from and against any and all losses, claims, damages, liabilities, obligations, demands, actions, judgements, suits, costs, expenses, disbursements or penalties of any kind or nature whatsoever (and the fees reasonable and expenses documented out-of-pocket fees, expenses, disbursements and other charges of special external one firm of counsel for all Indemnified Persons, taken as a whole (and, in the Agent case of an actual or perceived conflict of interest where the Indemnified Person affected by such conflict notifies the Borrower of any existence of such conflict and in connection with collateral issues but excluding the investigating or defending any amounts of the foregoing (including the reasonable fees) has retained its own counsel, of another firm of counsel for services rendered such affected Indemnified Person), and to the extent required, one firm or local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions)) of any such Indemnified Person arising out of or relating to any action, claim, litigation, investigation or other proceeding (regardless of whether such Indemnified Person is a party thereto or whether or not such action, claim, litigation or proceeding (including any inquiry or investigation of the foregoing) was brought by internal counselHoldings, any of its subsidiaries or any other Person), arising out of, or with respect to the Transactions or to the execution, enforcement, delivery, performance and administration of this Agreement, the other Credit Documents and any such other documents, including any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law or any actual or alleged presence, Release or threatened Release of Hazardous Materials attributable to Holdings or any of its Subsidiaries (all the foregoing in this clause (iii), collectively, the “Indemnified Liabilities”); provided that Holdings and the Borrower shall have no obligation hereunder to any Indemnified Person with respect to indemnified liabilities to the extent arising from (i) the gross negligence, bad faith or willful misconduct of such Indemnified Person or any of its Related Parties as determined in a final and non-appealable judgment of a court of competent jurisdiction, (ii) a material breach of the obligations of such Indemnified Person or any amendmentof its Related Parties under the terms of this Agreement by such Indemnified Person or any of its Related Parties as determined in a final and non-appealable judgment of a court of competent jurisdiction, waiver or consent relating hereto (iii) any proceeding between and thereto includingamong Indemnified Persons that does not involve an act or omission by Holdings, without limitationthe Borrower or its Restricted Subsidiaries; provided the Agents, to the extent acting in their capacity as such, shall remain indemnified in respect of such proceeding, to the extent that neither of the exceptions set forth in clause (i) or (ii) of the immediately preceding proviso applies to such person at such time. The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder. This Section 13.5 shall not apply with respect to Taxes, other than any such amendmentsTaxes that represent losses, waivers claims, damages, liabilities, obligations, penalties, actions, judgments, suits, costs, expenses or consents disbursements arising from any non-Tax claim. (b) No Credit Party nor any Indemnified Person shall have any liability for any special, punitive, indirect or consequential damages resulting from this Agreement or related to any work-out, re-negotiation other Credit Document or restructure relating arising out of its activities in connection herewith or therewith (whether before or after the Restatement Effective Date); provided that the foregoing shall not limit Holdings’ and the Borrower’s indemnification obligations to the performance Indemnified Persons pursuant to Section 13.5(a) in respect of damages incurred or paid by an Indemnified Person to a third 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 Credit Documents or the transactions contemplated hereby or thereby, except to the extent that such damages have resulted from the willful misconduct, bad faith or gross negligence of any Indemnified Person or any of its Related Parties as determined by a final and non-appealable judgment of a court of competent jurisdiction. (c) Notwithstanding the foregoing, each Indemnified Person shall be obligated to refund or return any and all amounts paid by the Borrower under this Credit Agreement Section 13.5 to such Indemnified Person for any losses, claims, damages, liabilities and (b) the Agent and each Lender in connection with enforcement of the Credit Documents and the documents and instruments referred to therein, including but not limited to, any work-out, re-negotiation or restructure relating expenses to the performance by extent such Indemnified Person is not entitled to payment of such amounts in accordance with the Borrower under this Credit Agreement, including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent and each of the Lenders (including the allocated costs of internal counsel). In addition, the Borrower agrees to pay, upon demand, for the separate account of Agent, audit, appraisal, and valuation fees and charges as follows: (i) a fee of $750 per day, per auditor, plus out-of-pocket expenses for each financial audit performed by personnel employed by Agent, (ii) if implemented, a one time charge of $3,000 plus out-of-pocket expenses for expenses for the establishment of electronic collateral reporting systems, (iii) a fee of $1,500 per day per appraiser, plus out-of-pocket expenses, for each appraisal of the Collateral performed by personnel employed by Agent, and (iv) the actual charges paid or incurred by Agent if it elects to employ the services of one or more third Persons to perform financial audits, to appraise the Collateral, or any portion thereof, or to assess the Borrower's (or any of its Subsidiaries')terms hereof.

Payment of Expenses; Indemnification. The Borrower agrees (a) Each of Holdings and the Borrower, jointly and severally, agree (i) to pay, upon demand, pay or reimburse each of the Agents for all their reasonable and documented out-of-pocket costs and expenses of (awithout duplication) the Agent and each Lender incurred in connection with (i) the negotiationdevelopment, preparation, execution and delivery of of, and any amendment, supplement, modification to, waiver and/or enforcement this Credit Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the documents consummation and instruments referred to therein (includingadministration of the transactions contemplated hereby and thereby, without limitation, including the reasonable fees fees, disbursements and expenses other charges of special external Xxxxxx Xxxxxx & Xxxxxxx LLP (or such other counsel to as may be agreed by the Administrative Agent and special external the Borrower), one counsel in each relevant local jurisdiction with the consent of the Borrower (such consent not to the Lenders and the fees and expenses of special external counsel for the Agent in connection with collateral issues but excluding any amounts for services rendered by internal counsel) and be unreasonably withheld or delayed), (ii) any amendment, waiver to pay or consent relating hereto reimburse each Agent for all their reasonable and thereto including, without limitation, any such amendments, waivers or consents resulting from or related to any work-out, re-negotiation or restructure relating to the performance by the Borrower under this Credit Agreement and (b) the Agent and each Lender in connection with enforcement of the Credit Documents and the documents and instruments referred to therein, including but not limited to, any work-out, re-negotiation or restructure relating to the performance by the Borrower under this Credit Agreement, including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent and each of the Lenders (including the allocated costs of internal counsel). In addition, the Borrower agrees to pay, upon demand, for the separate account of Agent, audit, appraisal, and valuation fees and charges as follows: (i) a fee of $750 per day, per auditor, plus documented out-of-pocket costs and expenses for each financial audit performed by personnel employed by incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents, including the reasonable fees, disbursements and other charges of one firm or counsel to the Administrative Agent and the Collateral Agent, and, to the extent required, one firm or local counsel in each relevant local jurisdiction with the Borrower’s consent (iisuch consent not to be unreasonably withheld or delayed (which may include a single special counsel acting in multiple jurisdictions), and (iii) if implementedto pay, a one time charge indemnify and hold harmless each Lender, each Agent, the Letter of $3,000 plus Credit Issuer and the Swingline Lender and their respective Related Parties (without duplication) (the “Indemnified Persons”) from and against any and all losses, claims, damages, liabilities, obligations, demands, actions, judgments, suits, costs, expenses, disbursements or penalties of any kind or nature whatsoever (and the reasonable and documented out-of-pocket expenses for expenses for the establishment of electronic collateral reporting systemsfees, (iii) a fee of $1,500 per day per appraiser, plus out-of-pocket expenses, disbursements and other charges of one firm of counsel for each appraisal all Indemnified Persons, taken as a whole (and, in the case of an actual or perceived conflict of interest where the Indemnified Person affected by such conflict notifies the Borrower of any existence of such conflict and in connection with the investigating or defending any of the Collateral performed by personnel employed by Agentforegoing (including the reasonable fees) has retained its own counsel, of another firm of counsel in each relevant jurisdiction for such affected Indemnified Person), and to the extent required, one firm or local counsel in each relevant jurisdiction (ivwhich may include a single special counsel acting in multiple jurisdictions)) of any such Indemnified Person arising out of or with respect to the actual charges paid Transactions or incurred to the execution, enforcement, delivery, performance and administration of this Agreement, the other Credit Documents and any such other documents or relating to any action, claim, litigation, investigation or other proceeding (regardless of whether such Indemnified Person is a party thereto or whether or not such action, claim, litigation or proceeding was brought by Agent if it elects to employ the services Holdings, any of one or more third Persons to perform financial audits, to appraise the Collateral, its Subsidiaries or any portion thereofother Person), arising out of the foregoing, including any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law relating in any way to assess the Borrower's (Borrower or any of its Subsidiaries or any actual or alleged presence, Release or threatened Release of Hazardous Materials relating in any way to Borrower or any of its Subsidiaries (all the foregoing in this clause (iii), collectively, the “Indemnified Liabilities”); provided that Holdings and the Borrower shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities to the extent arising from (i) the gross negligence, bad faith or willful misconduct of such Indemnified Person or any of its Related Parties as determined in a final and non-appealable judgment of a court of competent jurisdiction, (ii) a material breach of the obligations of such Indemnified Person or any of its Related Parties under the terms of this Agreement by such Indemnified Person or any of its Related Parties as determined in a final and non-appealable judgment of a court of competent jurisdiction or (iii) any proceeding between and among Indemnified Persons that does not involve an act or omission by Holdings, the Borrower or their respective Restricted Subsidiaries'; provided the Agents, to the extent acting in their capacity as such, shall remain indemnified in respect of such proceeding, to the extent that neither of the exceptions set forth in clause (i) or (ii) of the immediately preceding proviso applies to such person at such time. The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder. This Section 13.5 shall not apply with respect to Taxes, other than any Taxes that represent losses, claims, damages, liabilities, obligations, penalties, actions, judgments, suits, costs, expenses or disbursements arising from any non-Tax claim. (b) No Credit Party nor any Indemnified Person shall have any liability for any special, punitive, indirect or consequential damages resulting from this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date); provided that the foregoing shall not limit Holdings’ and the Borrower’s indemnification obligations to the Indemnified Persons pursuant to Section 13.5(a) in respect of damages incurred or paid by an Indemnified Person to a third 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 Credit Documents or the transactions contemplated hereby or thereby, except to the extent that such damages have resulted from the willful misconduct, bad faith or gross negligence of any Indemnified Person or any of its Related Parties as determined by a final and non-appealable judgment of a court of competent jurisdiction.

Payment of Expenses; Indemnification. (a) The Borrower agrees (i) if the Closing Date occurs, to pay, upon demand, pay or reimburse the Administrative Agent and the other Agents and the Lead Arrangers for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparation, negotiation, syndication and execution of this Agreement and the other Credit Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (awhether or not the transactions contemplated thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs, which shall be limited to Xxxxxx & Xxxxxxx LLP and one local counsel as reasonably necessary in any relevant jurisdiction material to the interests of the Lenders taken as a whole (and solely in the case of an actual conflict of interest, one additional counsel and (if reasonably necessary) one local counsel in each relevant jurisdiction to the affected Indemnitees similarly situated) and (ii) after the Closing Date, to pay or reimburse the Administrative Agent for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement of any rights or remedies under this Agreement or the other Credit Documents (including all such costs and expenses incurred during any legal proceeding, including any bankruptcy or insolvency proceeding, and including all respective Attorney Costs, which shall be limited to Attorney Costs of one counsel to the Administrative Agent and the Lenders taken as a whole and one local counsel as reasonably necessary in any relevant jurisdiction material to the interests of the Lenders taken as a whole and solely in the case of an actual conflict of interest, one additional counsel and (if reasonably necessary) one local counsel in each Lender relevant jurisdiction to the affected Indemnitees similarly situated). The agreements in this Section 13.5 shall survive the repayment of all other Obligations. All amounts due under this Section 13.5 shall be paid within thirty (30) days after written demand therefor (together with backup documentation supporting such reimbursement request); provided that, with respect to the Closing Date, all amounts due under this Section 13.5 shall be paid on the Closing Date solely to the extent invoiced to the Borrower within two (2) Business Days prior to the Closing Date. If any Credit Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Credit Document, such amount may be paid on behalf of such Credit Party by the Administrative Agent in its discretion. (b) The Borrower shall indemnify and hold harmless each Agent, Lender, Issuing Bank, Lead Arranger, Agent-Related Party and their Affiliates, and their respective officers, directors, employees, partners, agents, advisors and other representatives of the foregoing (collectively the “Indemnitees”) from and against any and all liabilities, losses, damages, claims, or out-of-pocket expenses (including Attorney Costs but limited in the case of legal fees and expenses to the reasonable and documented out-of-pocket fees, disbursements and other charges of one counsel to all Indemnitees taken as a whole (and solely in the case of an actual conflict of interest, one additional counsel to the affected Indemnitees taken as a whole), and, if reasonably necessary, one local counsel in any relevant material jurisdiction) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee in any way relating to or arising out of or in connection with (i) the negotiationexecution, preparationdelivery, execution and delivery enforcement, performance or administration of this any Credit Agreement and the Document or any other Credit Documents and the documents and instruments referred to therein (includingagreement, without limitation, the reasonable fees and expenses of special external counsel to the Agent and special external counsel to the Lenders and the fees and expenses of special external counsel for the Agent letter or instrument delivered in connection with collateral issues but excluding any amounts for services rendered by internal counsel) and the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (ii) any amendmentCommitment, waiver Letter of Credit or consent Loan or the use or proposed use of the proceeds therefrom (including any refusal by an Issuing Bank 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), (iii) any actual or alleged Environmental Claim regarding, or liability or obligation (whether accrued, contingent, absolute, determined, determinable or otherwise) of the Credit Parties or any Subsidiary under or relating hereto and thereto including, without limitation, any such amendments, waivers or consents resulting from or related to any work-outEnvironmental Law or (iv) any actual or prospective claim, re-negotiation litigation, investigation or restructure proceeding relating to any of the performance foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) (a “Proceeding”) and regardless of whether any Indemnitee is a party thereto or whether or not such Proceeding is brought by the Borrower under this Credit Agreement and (b) the Agent and or any other Person and, in each Lender case, whether or not caused by or arising, in connection with enforcement whole or in part, out of the Credit Documents and negligence of the documents and instruments referred Indemnitee (all of the foregoing, collectively, the “Indemnified Liabilities”); provided that such indemnity shall not, as to thereinany Indemnitee, including but not limited to, any work-out, re-negotiation or restructure relating be available to the performance by the Borrower under this Credit Agreementextent that such liabilities, includinglosses, without limitationdamages, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent and each of the Lenders (including the allocated costs of internal counsel). In addition, the Borrower agrees to pay, upon demand, for the separate account of Agent, audit, appraisal, and valuation fees and charges as follows: (i) a fee of $750 per day, per auditor, plus claims or out-of-pocket expenses for each financial audit performed resulted from (x) the gross negligence, bad faith or willful misconduct of such Indemnitee or of any of its Related Indemnified Persons, as determined by personnel employed by Agenta final non-appealable judgment of a court of competent jurisdiction, (iiy) if implementeda material breach of any obligations under any Credit Document by such Indemnitee or of any of its Related Indemnified Persons, as determined by a one time charge final non-appealable judgment of $3,000 plus a court of competent jurisdiction or (z) any dispute solely among Indemnitees other than any claims against an Indemnitee in its capacity or in fulfilling its role as an administrative agent or collateral agent or arranger or any similar role under this Agreement and other than any claims arising out of any act or omission of the Borrower, the Sponsor or any of their Affiliates (as determined in a final and non-appealable judgment of a court of competent jurisdiction). No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement (except for direct (as opposed to indirect, special, punitive or consequential) damages resulting from the gross negligence, bad faith or willful misconduct, as determined by a court of competent jurisdiction in a final and non-appealable judgment, of such Indemnitee), nor shall any Indemnitee, Agent-Related Parties, Credit Party or any Subsidiary have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date) (other than, in the case of any Credit Party, in respect of any such damages incurred or paid by an Indemnitee to a third party, or which are included in a third-party claim, and for any out-of-pocket expenses for expenses for related thereto). In the establishment case of electronic collateral reporting systemsan investigation, (iii) litigation or other proceeding to which the indemnity in this Section 13.5 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Credit Party, any Subsidiary of any Credit Party, its directors, stockholders or creditors or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a fee of $1,500 per day per appraiser, plus out-of-pocket expenses, for each appraisal party thereto and whether or not any of the Collateral performed by personnel employed by transactions contemplated hereunder or under any of the other Credit Documents are consummated. All amounts due under this Section 13.5 shall be paid within thirty (30) days after written demand therefor (together with backup documentation supporting such reimbursement request); provided, however, that such Indemnitee shall promptly refund such amount to the extent that there is a final judicial determination that such Indemnitee was not entitled to indemnification rights with respect to such payment pursuant to the express terms of this Section 13.5. The agreements in this Section 13.5 shall survive the resignation of the Administrative Agent, the replacement of any Lender and (ivthe repayment, satisfaction or discharge of all the other Obligations. For the avoidance of doubt, this Section 13.5(b) the actual charges paid or incurred by Agent if it elects shall not apply to employ the services of one or more third Persons to perform financial auditsTaxes, to appraise the Collateralexcept any Taxes that represent liabilities, or obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any portion thereof, or to assess the Borrower's (or any of its Subsidiaries')non-Tax claims.

Payment of Expenses; Indemnification. The Borrower agrees (a) Each of Holdings and the Borrower, jointly and severally, agree (i) to pay, upon demand, pay or reimburse each of the Agents for all their reasonable and documented out-of-pocket costs and expenses of (awithout duplication) the Agent and each Lender incurred in connection with (i) the negotiationdevelopment, preparation, execution and delivery of of, and any amendment, supplement, modification to, waiver and/or enforcement this Credit Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the documents consummation and instruments referred to therein (includingadministration of the transactions contemplated hereby and thereby, without limitation, including the reasonable fees fees, disbursements and expenses other charges of special external Cravath, Swaine & Mxxxx LLP (or such other counsel as may be agreed by the Administrative Agent and the Borrower and in each case subject to the Agent and special external outside counsel to the Lenders guidelines established by Holdings and the fees and expenses Borrower), one counsel in each relevant local jurisdiction with the consent of special external counsel for the Agent in connection with collateral issues but excluding any amounts for services rendered by internal counsel) and Borrower (such consent not to be unreasonably withheld or delayed), (ii) any amendment, waiver to pay or consent relating hereto reimburse each Agent for all their reasonable and thereto including, without limitation, any such amendments, waivers or consents resulting from or related to any work-out, re-negotiation or restructure relating to the performance by the Borrower under this Credit Agreement and (b) the Agent and each Lender in connection with enforcement of the Credit Documents and the documents and instruments referred to therein, including but not limited to, any work-out, re-negotiation or restructure relating to the performance by the Borrower under this Credit Agreement, including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent and each of the Lenders (including the allocated costs of internal counsel). In addition, the Borrower agrees to pay, upon demand, for the separate account of Agent, audit, appraisal, and valuation fees and charges as follows: (i) a fee of $750 per day, per auditor, plus documented out-of-pocket costs and expenses for each financial audit performed by personnel employed by incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents, including the reasonable fees, disbursements and other charges of one firm or counsel to the Administrative Agent and the Collateral Agent, and, to the extent required, one firm or local counsel in each relevant local jurisdiction with the Borrower’s consent (iisuch consent not to be unreasonably withheld or delayed (which may include a single special counsel acting in multiple jurisdictions), and (iii) if implementedto pay, a one time charge indemnify and hold harmless each Lender, each Agent, the Letter of $3,000 plus Credit Issuer and the Swingline Lender and their respective Related Parties (without duplication) (the “Indemnified Persons”) from and against any and all losses, claims, damages, liabilities, obligations, demands, actions, judgments, suits, costs, expenses, disbursements or penalties of any kind or nature whatsoever (and the reasonable and documented out-of-pocket expenses for expenses for the establishment of electronic collateral reporting systemsfees, (iii) a fee of $1,500 per day per appraiser, plus out-of-pocket expenses, disbursements and other charges of one firm of counsel for each appraisal all Indemnified Persons, taken as a whole (and, in the case of an actual or perceived conflict of interest where the Indemnified Person affected by such conflict notifies the Borrower of any existence of such conflict and in connection with the investigating or defending any of the Collateral performed by personnel employed by Agentforegoing (including the reasonable fees) has retained its own counsel, of another firm of counsel in each relevant jurisdiction for such affected Indemnified Person), and to the extent required, one firm or local counsel in each relevant jurisdiction (ivwhich may include a single special counsel acting in multiple jurisdictions)) of any such Indemnified Person arising out of or with respect to the actual charges paid Transactions or incurred to the execution, enforcement, delivery, performance and administration of this Agreement, the other Credit Documents and any such other documents or relating to any action, claim, litigation, investigation or other proceeding (regardless of whether such Indemnified Person is a party thereto or whether or not such action, claim, litigation or proceeding was brought by Agent if it elects to employ the services Holdings, any of one or more third Persons to perform financial audits, to appraise the Collateral, its Subsidiaries or any portion thereofother Person), arising out of the foregoing, including any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law relating in any way to assess the Borrower's (Borrower or any of its Subsidiaries or any actual or alleged presence, Release or threatened Release of Hazardous Materials relating in any way to Borrower or any of its Subsidiaries (all the foregoing in this clause (iii), collectively, the “Indemnified Liabilities”); provided that Holdings and the Borrower shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities to the extent arising from (i) the gross negligence, bad faith or willful misconduct of such Indemnified Person or any of its Related Parties as determined in a final and non-appealable judgment of a court of competent jurisdiction, (ii) a material breach of the obligations of such Indemnified Person or any of its Related Parties under the terms of this Agreement by such Indemnified Person or any of its Related Parties as determined in a final and non-appealable judgment of a court of competent jurisdiction or (iii) any proceeding between and among Indemnified Persons that does not involve an act or omission by Holdings, the Borrower or their respective Restricted Subsidiaries'; provided the Agents, to the extent acting in their capacity as such, shall remain indemnified in respect of such proceeding, to the extent that neither of the exceptions set forth in clause (i) or (ii) of the immediately preceding proviso applies to such person at such time. The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder. This Section 13.5 shall not apply with respect to Taxes, other than any Taxes that represent losses, claims, damages, liabilities, obligations, penalties, actions, judgments, suits, costs, expenses or disbursements arising from any non-Tax claim. (b) No Credit Party nor any Indemnified Person shall have any liability for any special, punitive, indirect or consequential damages resulting from this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date); provided that the foregoing shall not limit Holdings’ and the Borrower’s indemnification obligations to the Indemnified Persons pursuant to Section 13.5(a) in respect of damages incurred or paid by an Indemnified Person to a third 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 Credit Documents or the transactions contemplated hereby or thereby, except to the extent that such damages have resulted from the willful misconduct, bad faith or gross negligence of any Indemnified Person or any of its Related Parties as determined by a final and non-appealable judgment of a court of competent jurisdiction.

Payment of Expenses; Indemnification. (a) The Borrower agrees (i) to pay, pay or reimburse each of the Agents (promptly upon demand, written demand (with reasonably supporting detail if the Borrower shall so request)) for all their reasonable out-of-pocket and documented out‑of‑pocket costs and expenses of (awithout duplication) the Agent and each Lender incurred in connection with (i) the negotiationdevelopment, preparation, execution and delivery of of, and any amendment, supplement, modification to, waiver and/or enforcement this Credit Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the documents consummation and instruments referred to therein (includingadministration of the transactions contemplated hereby and thereby, without limitation, including the reasonable fees fees, disbursements and expenses other charges of special external Xxxxxxx Xxxxxxx & Xxxxxxxx LLP (or such other counsel to as may be agreed by the Administrative Agent and special external the Borrower), and, if reasonably necessary, one counsel to in each relevant local jurisdiction with the Lenders and the fees and expenses consent of special external counsel for the Agent in connection with collateral issues but excluding any amounts for services rendered by internal counsel) and (ii) any amendment, waiver or consent relating hereto and thereto including, without limitation, any such amendments, waivers or consents resulting from or related to any work-out, re-negotiation or restructure relating to the performance by the Borrower under this Credit Agreement and (b) the Agent and each Lender in connection with enforcement of the Credit Documents and the documents and instruments referred such consent not to therein, including but not limited to, any work-out, re-negotiation be unreasonably withheld or restructure relating to the performance by the Borrower under this Credit Agreement, including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent and each of the Lenders (including the allocated costs of internal counseldelayed). In addition, the Borrower agrees to pay, upon demand, for the separate account of Agent, audit, appraisal, and valuation fees and charges as follows: (i) a fee of $750 per day, per auditor, plus out-of-pocket expenses for each financial audit performed by personnel employed by Agent, (ii) if implementedto pay or reimburse each Agent for all their reasonable and documented out‑of‑pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents, including the reasonable fees, disbursements and other charges of one firm or counsel to the Administrative Agent and, to the extent required, one firm or local counsel in each relevant local jurisdiction with the Borrower’s consent (such consent not to be unreasonably withheld or delayed (which may include a one time charge of $3,000 plus out-of-pocket expenses for expenses for the establishment of electronic collateral reporting systemssingle special counsel acting in multiple jurisdictions), and (iii) a fee to pay, indemnify and hold harmless each Lender, each Agent, the Letter of $1,500 per day per appraiserCredit Issuer and their respective Related Parties (without duplication) (the “Indemnified Persons”) from and against any and all actual and direct losses (other than lost profits), plus out-of-pocket claims, damages, liabilities, obligations, demands, actions, judgments, suits, costs, expenses, disbursements or penalties of any kind or nature whatsoever (and the reasonable and documented out‑of‑pocket fees, expenses, disbursements and other charges of one firm of counsel for each appraisal all Indemnified Persons, taken as a whole (and, in the case of an actual or perceived conflict of interest where the Indemnified Person affected by such conflict notifies the Borrower of any existence of such conflict and in connection with the investigating or defending any of the Collateral performed by personnel employed by Agentforegoing (including the reasonable fees) has retained its own counsel, of another firm of counsel for such affected Indemnified Person), and to the extent required, one firm or local counsel in each relevant jurisdiction (ivwhich may include a single special counsel acting in multiple jurisdictions)) of any such Indemnified Person arising out of or relating to any action, claim, litigation, investigation or other proceeding (regardless of whether such Indemnified Person is a party thereto or whether or not such action, claim, litigation or proceeding was brought by the actual charges paid Borrower, any of its Subsidiaries or incurred by Agent if it elects to employ the services of one or more third Persons to perform financial auditsany other Person), to appraise the Collateralarising out of, or any portion thereof, with respect to the Transactions or to assess the Borrower's (execution, enforcement, delivery, performance and administration of this Agreement, the other Credit Documents and any such other documents, including any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law relating in any way to the Borrower or any of its Subsidiaries or any actual or alleged presence, Release or threatened Release of Hazardous Materials relating in any way to the Borrower or any of its Subsidiaries (all the foregoing in this clause (iii), collectively, the “Indemnified Liabilities”); provided that the Borrower shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities to the extent arising from (i) the gross negligence, bad faith or willful misconduct of such Indemnified Person or any of its Related Parties as determined in a final and non-appealable judgment of a court of competent jurisdiction, (ii) a material breach (or, in the case of any claim, litigation, investigation or other proceeding brought by a Credit Party, a breach in bad faith) of the obligations of such Indemnified Person or any of its Related Parties under the terms of this Agreement by such Indemnified Person or any of its Related Parties as determined in a final and non‑appealable judgment of a court of competent jurisdiction or (iii) any proceeding between and among Indemnified Persons that does not involve an act or omission by the Borrower or their respective Restricted Subsidiaries'; provided the Agents, to the extent acting in their capacity as such, shall remain indemnified in respect of such proceeding, to the extent that neither of the exceptions set forth in clause (i) or (ii) of the immediately preceding proviso applies to such person at such time. The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder. This Section 13.5 shall not apply with respect to Taxes, other than any Taxes that represent losses, claims, damages, liabilities, obligations, penalties, actions, judgments, suits, costs, expenses or disbursements arising from any non‑Tax claim. (b) No Credit Party nor any Indemnified Person shall have any liability for any special, punitive, indirect or consequential damages resulting from this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date); provided that the foregoing shall not limit the Borrower’s indemnification obligations to the Indemnified Persons pursuant to Section 13.5(a) in respect of damages incurred or paid by an Indemnified Person to a third 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 Credit Documents or the transactions contemplated hereby or thereby, except to the extent that such damages have resulted from the willful misconduct, bad faith or gross negligence of any Indemnified Person or any of its Related Parties as determined by a final and non‑appealable judgment of a court of competent jurisdiction.

Payment of Expenses; Indemnification. The Borrower agrees (a) Each of Holdings and the Borrower, jointly and severally, agree (i) to pay, upon demand, pay or reimburse each of the Agents for all their reasonable and documented out-of-pocket costs and expenses of (awithout duplication) the Agent and each Lender incurred in connection with (i) the negotiationdevelopment, preparation, execution and delivery of of, and any amendment, supplement, modification to, waiver and/or enforcement this Credit Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the documents consummation and instruments referred to therein (includingadministration of the transactions contemplated hereby and thereby, without limitation, including the reasonable fees fees, disbursements and expenses other charges of special external Xxxxxx Xxxxxx & Xxxxxxx LLP (or such other counsel to as may be agreed by the Administrative Agent and special external the Borrower), one counsel in each relevant local jurisdiction with the consent of the Borrower (such consent not to the Lenders and the fees and expenses of special external counsel for the Agent in connection with collateral issues but excluding any amounts for services rendered by internal counsel) and be unreasonably withheld or delayed), (ii) any amendment, waiver to pay or consent relating hereto reimburse each Agent for all their reasonable and thereto including, without limitation, any such amendments, waivers or consents resulting from or related to any work-out, re-negotiation or restructure relating to the performance by the Borrower under this Credit Agreement and (b) the Agent and each Lender in connection with enforcement of the Credit Documents and the documents and instruments referred to therein, including but not limited to, any work-out, re-negotiation or restructure relating to the performance by the Borrower under this Credit Agreement, including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent and each of the Lenders (including the allocated costs of internal counsel). In addition, the Borrower agrees to pay, upon demand, for the separate account of Agent, audit, appraisal, and valuation fees and charges as follows: (i) a fee of $750 per day, per auditor, plus documented out-of-pocket costs and expenses for each financial audit performed by personnel employed by incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents, including the reasonable fees, disbursements and other charges of one firm or counsel to the Administrative Agent and the Collateral Agent, and, to the extent required, one firm or local counsel in each relevant local jurisdiction with the Borrower’s consent (iisuch consent not to be unreasonably withheld or delayed (which may include a single special counsel acting in multiple jurisdictions), and (iii) if implementedto pay, a one time charge indemnify and hold harmless each Lender, each Agent and their respective Related Parties (without duplication) (the “Indemnified Persons”) from and against any and all losses, claims, damages, liabilities, obligations, demands, actions, judgments, suits, costs, expenses, disbursements or penalties of $3,000 plus any kind or nature whatsoever (and the reasonable and documented out-of-pocket expenses for expenses for the establishment of electronic collateral reporting systemsfees, (iii) a fee of $1,500 per day per appraiser, plus out-of-pocket expenses, disbursements and other charges of one firm of counsel for each appraisal all Indemnified Persons, taken as a whole (and, in the case of an actual or perceived conflict of interest where the Indemnified Person affected by such conflict notifies the Borrower of any existence of such conflict and in connection with the investigating or defending any of the Collateral performed by personnel employed by Agentforegoing (including the reasonable fees) has retained its own counsel, of another firm of counsel for such affected Indemnified Person), and to the extent required, one firm or local counsel in each relevant jurisdiction (ivwhich may include a single special counsel acting in multiple jurisdictions)) the actual charges paid of any such Indemnified Person arising out of or incurred by Agent if it elects relating to employ the services any action, claim, litigation, investigation or other proceeding (regardless of one or more third Persons to perform financial auditswhether such Indemnified Person is a party thereto), to appraise the Collateralarising out of, or any portion thereof, with respect to the Transactions or to assess the Borrower's (execution, delivery, performance and administration of this Agreement, the other Credit Documents and any such other documents, including any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law or any actual or alleged presence, Release or threatened Release of Hazardous Materials attributable to Holdings or any of its Subsidiaries (all the foregoing in this clause (iii), regardless of whether brought by Holdings, any of its subsidiaries or any other Person collectively, the “Indemnified Liabilities”); provided that Holdings and the Borrower shall have no obligation hereunder to any Indemnified Person with respect to indemnified liabilities to the extent arising from (i) the gross negligence, bad faith or willful misconduct of such Indemnified Person or any of its Related Parties as determined in a final and non-appealable judgment of a court of competent jurisdiction, (ii) a material breach of the obligations of such Indemnified Person or any of its Related Parties under the terms of this Agreement by such Indemnified Person or any of its Related Parties as determined in a final and non-appealable judgment of a court of competent jurisdiction, or (iii) any proceeding between and among Indemnified Persons that does not involve an act or omission by Holdings, the Borrower or its Restricted Subsidiaries'; provided the the Agents, to the extent acting in their capacity as such, shall remain indemnified in respect of such proceeding, to the extent that neither of the exceptions set forth in clause (i) or (ii) of the immediately preceding proviso applies to such person at such time. The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder. This Section 13.5 shall not apply with respect to Taxes, other than any Taxes that represent losses, claims, damages, liabilities, obligations, penalties, actions, judgments, suits, costs, expenses or disbursements arising from any non-Tax claim. (b) No Credit Party nor any Indemnified Person shall have any liability for any special, punitive, indirect or consequential damages resulting from this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date); provided that the foregoing shall not limit Holdings’ and the Borrower’s indemnification obligations to the Indemnified Persons pursuant to Section 13.5(a) in respect of damages incurred or paid by an Indemnified Person to a third 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 Credit Documents or the transactions contemplated hereby or thereby, except to the extent that such damages have resulted from the willful misconduct, bad faith or gross negligence of any Indemnified Person or any of its Related Parties as determined by a final and non-appealable judgment of a court of competent jurisdiction.

Payment of Expenses; Indemnification. (a) The Borrower agrees Borrowers agree (i) to pay, upon demand, pay or reimburse the Administrative Agent and the Lead Arranger for all reasonable their out-of-pocket costs and expenses of (a) the Agent and each Lender incurred in connection with (i) the negotiationdevelopment, preparation, negotiation, execution and delivery syndication of this Credit Agreement and the any Notes and any other Credit Documents documents prepared in connection herewith, and the documents consummation of the transactions contemplated hereby and instruments referred to therein (thereby, including, without limitation, the reasonable legal fees and expenses disbursements of special external Xxxxx, Xxxxx, Xxxx & Maw, counsel to the Agent and special external counsel to the Lenders and the Administrative Agent, but excluding all other legal fees and disbursements, (ii) to pay or reimburse the Administrative Agent for all their costs and expenses of special external counsel for the Agent incurred in connection with collateral issues but excluding any amounts for services rendered by internal counsel) and (ii) any amendment, waiver supplement or consent relating hereto and thereto including, without limitation, any such amendments, waivers modification requested by either or consents resulting from or related both Borrowers to any work-out, re-negotiation or restructure relating to the performance by the Borrower under this Credit Agreement and (b) the Agent any Notes and each Lender any other documents prepared in connection with enforcement of the Credit Documents and the documents and instruments referred to therein, including but not limited to, any work-out, re-negotiation or restructure relating to the performance by the Borrower under this Credit Agreementherewith, including, without limitation, in connection with any such enforcement, the reasonable legal fees and disbursements of counsel for to the Administrative Agent, but excluding all other legal fees and disbursements, and (iii) to pay or reimburse the Administrative Agent and each of the Lenders in connection with the enforcement or preservation of any rights under this Agreement, any Notes and any such other documents, including, without limitation, legal fees and disbursements of counsel to the Administrative Agent and counsel to each Lender. (b) The Borrowers shall indemnify the Administrative Agent, the Syndication Agent, the Documentation Agent, the Lead Arranger and the Lenders and any of their respective Affiliates, and their respective directors, officers, employees and agents (each such Person being called an "Indemnitee") against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the allocated costs fees, charges and disbursements of internal counsel). In additionany counsel for any Indemnitee, the Borrower agrees to payincurred by or asserted against any Indemnitee arising out of, upon demandin connection with, for the separate account or as a result of Agent, audit, appraisal, and valuation fees and charges as follows: (i) a fee the execution or delivery of $750 per daythis Agreement or any agreement or instrument contemplated hereby, per auditor, plus out-of-pocket expenses for each financial audit performed the performance by personnel employed by Agentthe parties hereto of their respective obligations hereunder or the consummation of the transactions contemplated hereby, (ii) if implementedany Loan or the use of the proceeds therefrom, a one time charge of $3,000 plus out-of-pocket expenses for expenses for the establishment of electronic collateral reporting systems, or (iii) a fee of $1,500 per day per appraiserany actual or prospective claim, plus out-of-pocket expenseslitigation, for each appraisal investigation or proceeding relating to any of the Collateral performed by personnel employed by Agentforegoing, and (iv) the actual charges paid or incurred by Agent if it elects to employ the services of one or more third Persons to perform financial auditswhether based on contract, to appraise the Collateral, tort or any portion thereofother theory and regardless of whether any Indemnitee is a party thereto; provided, that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or to assess related expenses resulted in whole or in part from the Borrower's (gross negligence or any willful misconduct of its Subsidiaries')such Indemnitee.

Payment of Expenses; Indemnification. (a) The Borrower Borrower, agrees (i) to paypay or reimburse each of the Agents, upon demand, the Lead Arrangers and the Joint Bookrunners for all their reasonable and documented or invoiced out-of-pocket costs and expenses (without duplication) associated with the syndication of (a) the Agent Initial Term Loan Facility and each Lender the Revolving Credit Facility and incurred in connection with (i) the negotiationdevelopment, preparation, execution and delivery of, and any amendment, supplement, modification to, waiver and/or enforcement of this Credit Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the documents consummation and instruments referred to therein (includingadministration of the transactions contemplated hereby and thereby, without limitation, including the reasonable fees fees, disbursements and expenses other charges of special external counsel Xxxxx Xxxx & Xxxxxxxx LLP and, to the Agent and extent necessary, a single firm of local counsel in each appropriate local jurisdiction (which may include a single special external counsel acting in multiple jurisdictions) or otherwise retained with the Borrower’s consent (such consent not to the Lenders and the fees and expenses of special external counsel for the Agent in connection with collateral issues but excluding any amounts for services rendered by internal counsel) and be unreasonably withheld or delayed), (ii) any amendment, waiver to pay or consent relating hereto and thereto including, without limitation, any such amendments, waivers or consents resulting from or related to any work-out, re-negotiation or restructure relating to the performance by the Borrower under this Credit Agreement and (b) the Agent and each Lender in connection with enforcement of the Credit Documents and the documents and instruments referred to therein, including but not limited to, any work-out, re-negotiation or restructure relating to the performance by the Borrower under this Credit Agreement, including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent and reimburse each of the Lenders (including the allocated costs of internal counsel). In addition, the Borrower agrees to pay, upon demand, Agents for the separate account of Agent, audit, appraisal, all their reasonable and valuation fees and charges as follows: (i) a fee of $750 per day, per auditor, plus documented or invoiced out-of-pocket costs and expenses for each financial audit performed by personnel employed by Agentincurred in connection with the enforcement or preservation of any rights under this Agreement, (ii) if implementedthe other Credit Documents and any such other documents, including the reasonable fees, disbursements and other charges of one firm or counsel to the Agents, and, to the extent necessary, a one time charge single firm of $3,000 plus out-of-pocket expenses for expenses for local counsel in each appropriate local jurisdiction (which may include a single special counsel acting in multiple jurisdictions) or otherwise retained with the establishment of electronic collateral reporting systemsBorrower’s consent (such consent not to be unreasonably withheld or delayed), and (iii) a fee to pay, indemnify and hold harmless each Lender, each Agent, the Letter of $1,500 per day per appraiserCredit Issuer, plus the Swingline Lender, each Lead Arranger and each Joint Bookrunner and their respective Related Parties (without duplication) (the “Indemnified Parties”) from and against any and all losses, claims, damages, liabilities (including liabilities under Environmental Laws) or penalties (collectively, “Losses”) of any kind or nature whatsoever and the reasonable and documented and invoiced out-of-pocket expenses, for joint or several, to which any such Indemnified Party may become subject, in each appraisal case to the extent of any such Losses and related expenses, to the extent arising out of, resulting from, or in connection with any action, claim, litigation, investigation or other proceeding (including any inquiry or investigation of the Collateral performed foregoing) (any of the foregoing, a “Proceeding”) (regardless of whether such Indemnified Party is a party thereto or whether or not such Proceeding was brought by personnel employed the Borrower, its equity holders, affiliates or creditors or any other third person) and, subject to Section 13.5(e), to reimburse each such Indemnified Party promptly for any reasonable and documented and invoiced out-of-pocket fees and expenses incurred in connection with investigating, responding to or defending any of the foregoing (which in the case of legal fees shall be limited to the reasonable and documented or invoiced out-of-pocket fees, expenses, disbursements and other charges of a single firm of counsel for all Indemnified Parties, taken as a whole and, to the extent necessary, a single firm of local counsel in each appropriate local jurisdiction (which may include a single special counsel acting in multiple jurisdictions) (and, in the case of an actual or perceived conflict of interest where the Indemnified Party affected by Agentsuch conflict notifies the Borrower of any existence of such conflict and in connection with the investigating, responding to or defending any of the foregoing has retained its own counsel, of one other firm of counsel for such affected Indemnified Party in each appropriate jurisdiction)), relating to the Transactions or the Closing Date Refinancing Transactions or the execution, delivery, enforcement, performance and administration of this Agreement, the other Credit Documents and any such other documents or the use of the proceeds of the Loans or Letters of Credit (ivall the foregoing in this Section 13.5(a), collectively, the “indemnified liabilities”); provided that this Section 13.5(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, liabilities or penalties arising from any non-Tax claim; and provided, further, that the Borrower shall have no obligation hereunder to any Indemnified Party with respect to indemnified liabilities to the extent arising from (a) the actual charges paid gross negligence, bad faith or incurred by Agent if it elects to employ the services willful misconduct of one or more third Persons to perform financial audits, to appraise the Collateral, or any portion thereof, or to assess the Borrower's (such Indemnified Party or any of its Subsidiaries'Related Parties as determined in a final and non-appealable decision of a court of competent jurisdiction, (b) a material breach of the obligations of such Indemnified Party or any of its Related Parties under the terms of this Agreement or any other Credit Document by such Indemnified Party or any of its Related Parties as determined in a final and non-appealable decision of a court of competent jurisdiction, (c) in addition to clause (b) above, in the case of any Proceeding initiated by Holdings, the Borrower or any Restricted Subsidiary against the relevant Indemnified Party, solely from a breach of the obligations of such Indemnified Party or its Related Parties under the terms of this Agreement or any other Credit Document as determined in a final and non-appealable decision by a court of competent jurisdiction, or (d) any Proceeding brought by any Indemnified Party against any other Indemnified Party that does not involve an act or omission by Holdings, the Borrower or any Restricted Subsidiary; provided that each of the Agents, the Letter of Credit Issuer, the Swingline Lender, the Lead Arrangers and the Joint Bookrunners, in each case to the extent fulfilling their respective roles in their capacities as such, shall remain indemnified in respect of such a Proceeding, to the extent that none of the exceptions set forth in clause (a), (b), (c) or (d) of the immediately preceding proviso applies to such Person at such time. All amounts payable under this Section 13.5(a) shall be paid within 30 days after receipt by the Borrower of written demand and an invoice relating thereto setting forth such expense in reasonable detail. The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder and the termination of the Obligations. (b) No Credit Party nor any Indemnified Party shall have any liability for any special, punitive, indirect or consequential damages (including any loss of profits, business or anticipated savings) in connection with this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date); provided that the foregoing shall not limit the Borrower’s indemnification and reimbursement obligations to the Indemnified Parties pursuant to Section 13.5(a)(iii), to the extent that such special, punitive, indirect or consequential damages are included in any claim by a third party unaffiliated with any of the Indemnified Parties with respect to which the applicable Indemnified Party is entitled to indemnification under Section 13.5(a)(iii). No Indemnified Party shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby, except to the extent that such damages have resulted from the willful misconduct, bad faith or gross negligence of any Indemnified Party or any of its Related Parties as determined by a final and non-appealable decision of a court of competent jurisdiction. (c) No Credit Party shall be liable for any settlement of any Proceeding effected without written consent of the Borrower (which consent shall not be unreasonably withheld or delayed, it being understood that the withholding of consent due to non-satisfaction of any of the conditions described in clauses (i) and (ii) of paragraph (d) below (with “the Borrower” being substituted for “Indemnified Party” in each such clause) shall be deemed reasonable), but if settled with the Borrower’s written consent or if there is a final and non-appealable judgment by a court of competent jurisdiction for the plaintiff in any such Proceeding, each Credit Party agrees to indemnify and hold harmless each Indemnified Party from and against any and all Losses and reasonable and documented or invoiced legal or other out-of-pocket expenses by reason of such settlement or judgment in accordance with and to the extent provided in the other provisions of this Section 13.5. If any Person has reimbursed any Indemnified Party for any legal or other expenses in accordance with such request and there is a final and non-appealable determination by a court of competent jurisdiction that the Indemnified Party was not entitled to indemnification or contribution rights with respect to such payment pursuant to this Section 13.5, then the Indemnified Party shall promptly refund such amount. (d) No Credit Party shall without the prior written consent of any Indemnified Party (which consent shall not be unreasonably withheld or delayed, it being understood that the withholding of consent due to non-satisfaction of any of the conditions described in clauses (i) and (ii) of this sentence shall be deemed reasonable), effect any settlement of any pending or threatened Proceeding in respect of which indemnity could have been sought hereunder by such Indemnified Party unless such settlement (i) includes an unconditional release of such Indemnified Party in form and substance reasonably satisfactory to such Indemnified Party from all liability or claims that are the subject matter of such Proceeding and (ii) does not include any statement as to or any admission of fault, culpability, wrongdoing or a failure to act by or on behalf of any Indemnified Party. (e) In case any proceeding is instituted involving any Indemnified Party for which indemnification is to be sought hereunder by such Indemnified Party, then such Indemnified Party will promptly notify the Borrower of the commencement of any proceeding; provided, however, that the failure to do so will not relieve the Borrower from any liability that it may have to such Indemnified Party hereunder, except to the extent that the Borrower is materially prejudiced by such failure. Notwithstanding the above, following such notification, the Borrower may elect in writing to assume the defense of such proceeding, and, upon such election, the Borrower will not be liable for any legal costs subsequently incurred by such Indemnified Party (other than reasonable costs of investigation and providing evidence) in connection therewith, unless (i) the Borrower has failed to provide counsel reasonably satisfactory to such Indemnified Party in a timely manner, (ii) counsel provided by the Borrower reasonably determines its representation of such Indemnified Party would present it with a conflict of interest or (iii) the Indemnified Party reasonably determines that there are actual conflicts of interest between the Borrower and the Indemnified Party, including situations in which there may be legal defenses available to the Indemnified Party which are different from or in addition to those available to the Borrower.

Payment of Expenses; Indemnification. The Borrower agrees (a) to pay, upon demand, pay or reimburse the Administrative Agent for all its reasonable and documented out-of-pocket costs and expenses of (a) the Agent and each Lender incurred in connection with (i) the negotiation, preparation, preparation and execution and delivery of of, and any amendment, waiver, supplement or modification to, this Credit Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of Xxxxxx Xxxxx Xxxxxxx Xxxxxxx, LLP, in its capacity as counsel to the Administrative Agent, and one counsel in each appropriate local jurisdiction (excluding any allocated costs of in-house counsel), (b) to pay or reimburse each Issuing Bank and the Administrative Agent for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents, including the reasonable fees, disbursements and other charges of one counsel to the Administrative Agent, (c) to pay, indemnify and hold harmless each Lender and the Administrative Agent from any and all recording and filing fees and (d) to pay, indemnify and hold harmless each Lender, Issuing Bank and the Administrative Agent and their respective Related Parties from and against any and all other liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, whether or not such proceedings are brought by the Borrower, any of its Related Parties or any other third Person, including reasonable and documented fees, disbursements and other charges of one primary counsel for all such Persons, taken as a whole, and, if necessary, by a single firm of local counsel in each appropriate jurisdiction for all such Persons, taken as a whole (unless there is an actual or perceived conflict of interest in which case each such Person may, with the consent of the Borrower (not to be unreasonably withheld or delayed), retain its own counsel), with respect to (i) the execution, delivery, enforcement, performance and administration of this Agreement, the other Credit Documents and any such other documents and (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by any Issuing Bank 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), including, without limitation, any of the foregoing relating to the violation of, noncompliance with or liability under any Environmental Law (other than by such indemnified person or any of its Related Parties (other than any trustee or advisor)) or to any actual or alleged presence, release or threatened release of Hazardous Materials involving or attributable to the Borrower, any of its Restricted Subsidiaries or any of the Oil and instruments referred Gas Properties (all the foregoing in this clause (d), collectively, the “Indemnified Liabilities”); provided that the Borrower shall have no obligation hereunder to therein the Administrative Agent or any Lender or any of their respective Related Parties with respect to Indemnified Liabilities to the extent that such Indemnified Liabilities have resulted from (i) the gross negligence, bad faith or willful misconduct of the party to be indemnified or any of its Related Parties as determined by a final non-appealable judgment of a court of competent jurisdiction, (ii) any material breach of any Credit Document by the party to be indemnified or (iii) disputes, claims, demands, actions, judgments or suits not arising from any act or omission by the Borrower or its Affiliates, brought by an indemnified Person against any other indemnified Person (other than disputes, claims, demands, actions, judgments or suits involving claims against the Administrative Agent in its capacity as such). No Person entitled to indemnification under clause (d) of this Section 13.5 shall be liable for any damages arising from the use by others of any information or other materials obtained through internet, electronic, telecommunications or other information transmission systems (including IntraLinks or SyndTrak Online) in connection with this Agreement, except to the extent that such damages have resulted from the willful misconduct, bad faith or gross negligence of the party to be indemnified or any of its Related Parties (as determined by a court of competent jurisdiction in a final and non-appealable decision), nor (except solely as a result of the indemnification obligations of the Borrower or any of its Restricted Subsidiaries set forth above) shall any such Person, the Borrower or any of its Restricted Subsidiaries have any liability for any special, punitive, indirect or consequential damages (including, without limitation, the reasonable fees and expenses any loss of special external counsel profits, business or anticipated savings) relating to the Agent and special external counsel to the Lenders and the fees and expenses this Agreement or any other Credit Document or arising out of special external counsel for the Agent its activities in connection with collateral issues but excluding any herewith or therewith (whether before or after the Effective Date). All amounts for services rendered by internal counselpayable under this Section 13.5 shall be paid within ten (10) and (ii) any amendment, waiver or consent relating hereto and thereto including, without limitation, any such amendments, waivers or consents resulting from or related to any work-out, re-negotiation or restructure relating to the performance Business Days of receipt by the Borrower under of an invoice relating thereto setting forth such expense in reasonable detail, accompanied, if requested by the Borrower, by reasonable supporting documentation. The agreements in this Credit Agreement and (b) the Agent and each Lender in connection with enforcement Section 13.5 shall survive repayment of the Credit Documents Loans and all other amounts payable hereunder. This Section 13.5 shall not apply with respect to any Taxes other than Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever resulting from a non-Tax claim, which shall be governed exclusively by Section 5.4 and, to the documents and instruments referred to extent set forth therein, including but not limited to, any work-out, re-negotiation or restructure relating to the performance by the Borrower under this Credit Agreement, including, without limitation, in connection with any such enforcement, the reasonable fees Sections 2.10 and disbursements of counsel for the Agent and each of the Lenders (including the allocated costs of internal counsel). In addition, the Borrower agrees to pay, upon demand, for the separate account of Agent, audit, appraisal, and valuation fees and charges as follows: (i) a fee of $750 per day, per auditor, plus out-of-pocket expenses for each financial audit performed by personnel employed by Agent, (ii) if implemented, a one time charge of $3,000 plus out-of-pocket expenses for expenses for the establishment of electronic collateral reporting systems, (iii) a fee of $1,500 per day per appraiser, plus out-of-pocket expenses, for each appraisal of the Collateral performed by personnel employed by Agent, and (iv) the actual charges paid or incurred by Agent if it elects to employ the services of one or more third Persons to perform financial audits, to appraise the Collateral, or any portion thereof, or to assess the Borrower's (or any of its Subsidiaries')3.5.

Payment of Expenses; Indemnification. (a) The Borrower agrees (i) to pay, upon demand, pay or reimburse each of the Agents for all their reasonable and documented out-of-pocket costs and expenses of (awithout duplication) the Agent and each Lender incurred in connection with (i) the negotiationdevelopment, preparation, execution and delivery of of, and any amendment, supplement, modification to, waiver and/or enforcement this Credit Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the documents consummation and instruments referred to therein (includingadministration of the transactions contemplated hereby and thereby, without limitation, including the reasonable fees fees, disbursements and expenses other charges of special external Xxxx Xxxxxxxx LLP (or such other counsel to as may be agreed by the Administrative Agent and special external the Borrower), one counsel in each relevant local jurisdiction with the consent of the Borrower (such consent not to the Lenders and the fees and expenses of special external counsel for the Agent in connection with collateral issues but excluding any amounts for services rendered by internal counsel) and be unreasonably withheld or delayed), (ii) any amendment, waiver to pay or consent relating hereto reimburse each Agent for all its reasonable and thereto including, without limitation, any such amendments, waivers or consents resulting from or related to any work-out, re-negotiation or restructure relating to the performance by the Borrower under this Credit Agreement and (b) the Agent and each Lender in connection with enforcement of the Credit Documents and the documents and instruments referred to therein, including but not limited to, any work-out, re-negotiation or restructure relating to the performance by the Borrower under this Credit Agreement, including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent and each of the Lenders (including the allocated costs of internal counsel). In addition, the Borrower agrees to pay, upon demand, for the separate account of Agent, audit, appraisal, and valuation fees and charges as follows: (i) a fee of $750 per day, per auditor, plus documented out-of-pocket costs and expenses for each financial audit performed by personnel employed by incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents, including the reasonable fees, disbursements and other charges of one firm or counsel to the Administrative Agent and the Collateral Agent, and, to the extent required, one firm or local counsel in each relevant local jurisdiction with the Borrower’s consent (iisuch consent not to be unreasonably withheld or delayed (which may include a single special counsel acting in multiple jurisdictions), and (iii) if implementedto pay, a one time charge indemnify and hold harmless each Lender, each Agent and their respective Related Parties (without duplication) (the “Indemnified Persons”) from and against any and all losses, claims, damages, liabilities, obligations, demands, actions, judgments, suits, costs, expenses, disbursements or penalties of $3,000 plus any kind or nature whatsoever (in each case, excluding allocated costs of in-house counsel) (and the reasonable and documented out-of-pocket expenses legal fees, expenses, disbursements and other charges of one firm of counsel for expenses all Indemnified Persons, taken as a whole (and, in the case of an actual or perceived conflict of interest where the Indemnified Person affected by such conflict notifies the Borrower of any existence of such conflict and, after the Borrower has given its consent (which consent shall not be unreasonably withheld or delayed), in connection with the investigating or defending any of the foregoing (including the reasonable fees) has retained its own counsel, of another firm of counsel for such affected Indemnified Person), and to the establishment extent required, one firm or local counsel in each relevant, material jurisdiction (which may include a single special counsel acting in multiple jurisdictions)) of electronic collateral reporting systemsany such Indemnified Person arising out of or relating to any action, claim, litigation, investigation or other proceeding (regardless of whether such Indemnified Person is a party thereto or whether or not such action, claim, litigation or proceeding was brought by the Borrower, any of its Subsidiaries or any other Person), arising out of, or with respect to the Transactions or to the execution, enforcement, delivery, performance and administration of this Agreement, the other Credit Documents and any such other documents, including any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law or any actual or alleged presence, Release or threatened Release of Hazardous Materials relating in any way to the Borrower or any of its Subsidiaries (all the foregoing in this clause (iii), collectively, the “Indemnified Liabilities”); provided that the Borrower shall have no obligation hereunder to any Indemnified Person with respect to indemnified liabilities to the extent arising from (i) the gross negligence, bad faith or willful misconduct of such Indemnified Person or any of its Related Parties as determined in a final and non-appealable judgment of a court of competent jurisdiction, (ii) a material breach of the obligations of such Indemnified Person or any of its Related Parties under the terms of this Agreement or any other Credit Document by such Indemnified Person or any of its Related Parties as determined in a final and non-appealable judgment of a court of competent jurisdiction, (iii) in the case of a fee of $1,500 per day per appraiserproceeding initiated by a Credit Party against any Indemnified Person, plus out-of-pocket expenses, for each appraisal a breach of the Collateral performed by personnel employed by Agent, and (iv) the actual charges paid or incurred by Agent if it elects to employ the services obligations of one or more third Persons to perform financial audits, to appraise the Collateral, or any portion thereof, or to assess the Borrower's (such Indemnified Person or any of its Related Parties of this Agreement or any other Credit Document as determined in a final and non-appealable judgment of a court of competent jurisdiction or (iv) any proceeding between and among Indemnified Persons that does not involve an act or omission by the Borrower or its Subsidiaries'; provided the Agents to the extent acting in their capacity as such, shall remain indemnified in respect of such proceeding, to the extent that none of the exceptions set forth in clause (i), (ii) or (iii) of the immediately preceding proviso applies to such person at such time. The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder. This Section 13.5 shall not apply with respect to Taxes, other than any Taxes that represent losses, claims, damages, liabilities, obligations, penalties, actions, judgments, suits, cost, expenses, or disbursements arising from any non-Tax claim. (b) No Credit Party nor any Indemnified Person shall have any liability for any special, punitive, indirect or consequential damages resulting from this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date); provided that the foregoing shall not limit the Borrower’s indemnification obligations to the Indemnified Persons pursuant to Section 13.5(a) in respect of damages incurred or paid by an Indemnified Person to a third 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 Credit Documents or the transactions contemplated hereby or thereby, except to the extent that such damages have resulted from the willful misconduct, bad faith or gross negligence of any Indemnified Person or any of its Related Parties as determined by a final and non-appealable judgment of a court of competent jurisdiction.

Payment of Expenses; Indemnification. The Borrower agrees (a) Each of Holdings and the Borrower, jointly and severally, agree (i) to pay, upon demand, pay or reimburse each of the Agents for all their reasonable and documented out-of-pocket costs and expenses of (awithout duplication) the Agent and each Lender incurred in connection with (i) the negotiationdevelopment, preparation, execution and delivery of of, and any amendment, supplement, modification to, waiver and/or enforcement this Credit Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the documents consummation and instruments referred to therein (includingadministration of the transactions contemplated hereby and thereby, without limitation, including the reasonable fees fees, disbursements and expenses other charges of special external Xxxxxx Xxxxxx & Xxxxxxx LLP (or such other counsel to as may be agreed by the Administrative Agent and special external the Borrower), one counsel in each relevant local jurisdiction with the consent of the Borrower (such consent not to the Lenders and the fees and expenses of special external counsel for the Agent in connection with collateral issues but excluding any amounts for services rendered by internal counsel) and be unreasonably withheld or delayed), (ii) any amendment, waiver to pay or consent relating hereto reimburse each Agent for all their reasonable and thereto including, without limitation, any such amendments, waivers or consents resulting from or related to any work-out, re-negotiation or restructure relating to the performance by the Borrower under this Credit Agreement and (b) the Agent and each Lender in connection with enforcement of the Credit Documents and the documents and instruments referred to therein, including but not limited to, any work-out, re-negotiation or restructure relating to the performance by the Borrower under this Credit Agreement, including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent and each of the Lenders (including the allocated costs of internal counsel). In addition, the Borrower agrees to pay, upon demand, for the separate account of Agent, audit, appraisal, and valuation fees and charges as follows: (i) a fee of $750 per day, per auditor, plus documented out-of-pocket costs and expenses for each financial audit performed by personnel employed by incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents, including the reasonable fees, disbursements and other charges of one firm or counsel to the Administrative Agent and the Collateral Agent, and, to the extent required, one firm or local counsel in each relevant local jurisdiction with the Borrower’s consent (iisuch consent not to be unreasonably withheld or delayed (which may include a single special counsel acting in multiple jurisdictions), and (iii) if implementedto pay, a one time charge indemnify and hold harmless each Lender, each Agent, the Letter of $3,000 plus Credit Issuer and their respective Related Parties (without duplication) (the “Indemnified Persons”) from and against any and all losses, claims, damages, liabilities, obligations, demands, actions, judgements, suits, costs, expenses, disbursements or penalties of any kind or nature whatsoever (and the reasonable and documented out-of-pocket expenses for expenses for the establishment of electronic collateral reporting systemsfees, (iii) a fee of $1,500 per day per appraiser, plus out-of-pocket expenses, disbursements and other charges of one firm of counsel for each appraisal all Indemnified Persons, taken as a whole (and, in the case of an actual or perceived conflict of interest where the Indemnified Person affected by such conflict notifies the Borrower of any existence of such conflict and in connection with the investigating or defending any of the Collateral performed by personnel employed by Agentforegoing (including the reasonable fees) has retained its own counsel, of another firm of counsel for such affected Indemnified Person), and to the extent required, one firm or local counsel in each relevant jurisdiction (ivwhich may include a single special counsel acting in multiple jurisdictions)) the actual charges paid of any such Indemnified Person arising out of or incurred by Agent if it elects relating to employ the services any action, claim, litigation, investigation or other proceeding (regardless of one or more third Persons to perform financial auditswhether such Indemnified Person is a party thereto), to appraise the Collateralarising out of, or any portion thereof, with respect to the Transactions or to assess the Borrower's (execution, delivery, performance and administration of this Agreement, the other Credit Documents and any such other documents, including any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law or any actual or alleged presence, Release or threatened Release of Hazardous Materials attributable to Holdings or any of its Subsidiaries (all the foregoing in this clause (iii), regardless of whether brought by Holdings, any of its subsidiaries or any other Person collectively, the “Indemnified Liabilities”); provided that Holdings and the Borrower shall have no obligation hereunder to any Indemnified Person with respect to indemnified liabilities to the extent arising from (i) the gross negligence, bad faith or willful misconduct of such Indemnified Person or any of its Related Parties as determined in a final and non-appealable judgment of a court of competent jurisdiction, (ii) a material breach of the obligations of such Indemnified Person or any of its Related Parties under the terms of this Agreement by such Indemnified Person or any of its Related Parties as determined in a final and non-appealable judgment of a court of competent jurisdiction, or (iii) any proceeding between and among Indemnified Persons that does not involve an act or omission by Holdings, the Borrower or its Restricted Subsidiaries'; provided the Agents, to the extent acting in their capacity as such, shall remain indemnified in respect of such proceeding, to the extent that neither of the exceptions set forth in clause (i) or (ii) of the immediately preceding proviso applies to such person at such time. The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder. This Section 13.5 shall not apply with respect to Taxes, other than any Taxes that represent losses, claims, damages, liabilities, obligations, penalties, actions, judgments, suits, costs, expenses or disbursements arising from any non-Tax claim. (b) No Credit Party nor any Indemnified Person shall have any liability for any special, punitive, indirect or consequential damages resulting from this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date); provided that the foregoing shall not limit Holdings’ and the Borrower’s indemnification obligations to the Indemnified Persons pursuant to Section 13.5(a) in respect of damages incurred or paid by an Indemnified Person to a third 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 Credit Documents or the transactions contemplated hereby or thereby, except to the extent that such damages have resulted from the willful misconduct, bad faith or gross negligence of any Indemnified Person or any of its Related Parties as determined by a final and non-appealable judgment of a court of competent jurisdiction.

Payment of Expenses; Indemnification. The Borrower (a) Each of Holdings and the Borrower, jointly and severally, agrees (i) to pay, upon demand, pay or reimburse each of the Agents for all their reasonable and documented out-of-pocket costs and expenses of (awithout duplication) the Agent and each Lender incurred in connection with (i) the negotiationdevelopment, preparation, execution and delivery of of, and any amendment, supplement, modification to, waiver and/or enforcement this Credit Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the documents consummation and instruments referred to therein (includingadministration of the transactions contemplated hereby and thereby, without limitation, including the reasonable fees fees, disbursements and expenses other charges of special external Xxxxxx Xxxxxx & Xxxxxxx LLP (or such other counsel to as may be agreed by the Administrative Agent and special external the Borrower), one counsel in each relevant local jurisdiction with the consent of the Borrower (such consent not to the Lenders and the fees and expenses of special external counsel for the Agent in connection with collateral issues but excluding any amounts for services rendered by internal counsel) and be unreasonably withheld or delayed), (ii) any amendment, waiver to pay or consent relating hereto reimburse each Agent for all their reasonable and thereto including, without limitation, any such amendments, waivers or consents resulting from or related to any work-out, re-negotiation or restructure relating to the performance by the Borrower under this Credit Agreement and (b) the Agent and each Lender in connection with enforcement of the Credit Documents and the documents and instruments referred to therein, including but not limited to, any work-out, re-negotiation or restructure relating to the performance by the Borrower under this Credit Agreement, including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent and each of the Lenders (including the allocated costs of internal counsel). In addition, the Borrower agrees to pay, upon demand, for the separate account of Agent, audit, appraisal, and valuation fees and charges as follows: (i) a fee of $750 per day, per auditor, plus documented out-of-pocket costs and expenses for each financial audit performed by personnel employed by incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents, including the reasonable fees, disbursements and other charges of one firm or counsel to the Administrative Agent and the Collateral Agent, and, to the extent required, one firm or local counsel in each relevant local jurisdiction with the Borrower’s consent (iisuch consent not to be unreasonably withheld or delayed (which may include a single special counsel acting in multiple jurisdictions), and (iii) if implementedto pay, a one time charge indemnify and hold harmless each Lender, each Agent, the Letter of $3,000 plus Credit Issuer and their respective Related Parties (without duplication) (the “Indemnified Persons”) from and against any and all losses, claims, damages, liabilities, obligations, demands, actions, judgments, suits, costs, expenses, disbursements or penalties of any kind or nature whatsoever (and the reasonable and documented out-of-pocket expenses for expenses for the establishment of electronic collateral reporting systemsfees, (iii) a fee of $1,500 per day per appraiser, plus out-of-pocket expenses, disbursements and other charges of one firm of counsel for each appraisal all Indemnified Persons, taken as a whole (and, in the case of an actual or perceived conflict of interest where the Indemnified Person affected by such conflict notifies the Borrower of any existence of such conflict and in connection with the investigating or defending any of the Collateral performed by personnel employed by Agentforegoing (including the reasonable fees) has retained its own counsel, of another firm of counsel for such affected Indemnified Person), and to the extent required, one firm or local counsel in each relevant jurisdiction (ivwhich may include a single special counsel acting in multiple jurisdictions)) the actual charges paid of any such Indemnified Person arising out of or incurred relating to any action, claim, litigation, investigation or other proceeding (regardless of whether such Indemnified Person is a party thereto or whether or not such action, claim, litigation or proceeding was brought by Agent if it elects to employ the services Holdings, any of one its Subsidiaries or more third Persons to perform financial auditsany other Person), to appraise the Collateralarising out of, or any portion thereof, with respect to the Transactions or to assess the Borrower's (execution, enforcement, delivery, performance and administration of this Agreement, the other Credit Documents and any such other documents, including any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law or any actual or alleged presence, Release or threatened Release of Hazardous Materials relating in any way to Holdings or any of its Subsidiaries (all the foregoing in this clause (iii), collectively, the “Indemnified Liabilities”); provided that Holdings and the Borrower shall have no obligation hereunder to any Indemnified Person with respect to indemnified liabilities to the extent arising from (i) the gross negligence, bad faith or willful misconduct of such Indemnified Person or any of its Related Parties as determined in a final and non-appealable judgment of a court of competent jurisdiction, (ii) a material breach of the obligations of such Indemnified Person or any of its Related Parties under the terms of this Agreement by such Indemnified Person or any of its Related Parties as determined in a final and non-appealable judgment of a court of competent jurisdiction, or (iii) any proceeding between and among Indemnified Persons that does not involve an act or omission by Holdings, the Borrower or their respective Restricted Subsidiaries'; provided the Agents, to the extent acting in their capacity as such, shall remain indemnified in respect of such proceeding, to the extent that neither of the exceptions set forth in clause (i) or (ii) of the immediately preceding proviso applies to such person at such time. The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder. This Section 13.5 shall not apply with respect to Taxes, other than any Taxes that represent losses, claims, damages, liabilities, obligations, penalties, actions, judgments, suits, costs, expenses or disbursements arising from any non-Tax claim. (b) No Credit Party nor any Indemnified Person shall have any liability for any special, punitive, indirect or consequential damages resulting from this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date); provided that the foregoing shall not limit Holdings and the Borrower’s indemnification obligations to the Indemnified Persons pursuant to Section 13.5(a) in respect of damages incurred or paid by an Indemnified Person to a third 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 Credit Documents or the transactions contemplated hereby or thereby, except to the extent that such damages have resulted from the willful misconduct, bad faith or gross negligence of any Indemnified Person or any of its Related Parties as determined by a final and non-appealable judgment of a court of competent jurisdiction.

Payment of Expenses; Indemnification. (a) The Borrower agrees (i) to pay, upon demand, pay or reimburse each of the Agents and the Arrangers for all their reasonable out-of-pocket costs and expenses of (a) the Agent and each Lender incurred in connection with the syndication of the Term Loan Facility (iother than fees payable to syndicate members) and the development, negotiation, preparationpreparation and execution of, execution and delivery of any amendment, supplement or modification to, this Credit Agreement and the other Credit Loan Documents and any other documents prepared in connection herewith or therewith, and the documents consummation and instruments referred to therein (administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable and documented fees and expenses disbursements of special external a single law firm as counsel to the Agent Agents and special external the Arrangers and one local counsel to the Agents in any relevant jurisdiction, (ii) to pay or reimburse each Lender and the Agents for all their reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, including, without limitation, the reasonable and documented fees and disbursements of a single law firm as counsel to the Lenders and the Agents taken as a whole and one local counsel to the Lenders and the Agents taken as a whole in any relevant material jurisdiction (or, with respect to enforcement, any relevant jurisdiction) and, if a conflict exists among such Persons and one additional primary counsel and, if necessary or advisable and one local counsel in each relevant jurisdiction, and (iii) to pay, indemnify or reimburse each Lender, the Agents, their respective Affiliates, and their respective officers, directors, trustees, employees, advisors, agents and controlling persons (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, claims (including Environmental Claims), actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (limited to, in the case of counsel, the reasonable and documented fees and expenses disbursements of a single law firm as counsel to the Indemnitees taken as a whole and one local counsel to the Indemnitees taken as a whole in any relevant jurisdiction and, if a conflict exists among such Persons and the Indemnitee affected by such conflict notifies the Borrower of the existence of such conflict, one additional primary counsel and, if necessary or advisable, one local counsel in each relevant jurisdiction) whether direct, indirect, special external counsel for or consequential, incurred by an Indemnitee or asserted against any Indemnitee arising out of, or as a result of (A) the Agent in connection with collateral issues but excluding any amounts for services rendered by internal counsel) and (ii) any amendmentexecution, waiver enforcement or consent relating hereto and thereto including, without limitationdelivery of this Agreement, any such amendmentsother Loan Document or any agreement or instrument contemplated hereby or thereby, waivers or consents resulting from or related to any work-out, re-negotiation or restructure relating to the performance by the Borrower under this Credit Agreement and parties hereto or thereto of their respective obligations hereunder or thereunder, (bB) any Term Loan or the Agent and each Lender in connection with enforcement use or proposed use of the Credit Documents and the documents and instruments referred to thereinproceeds thereof, including but not limited to(C) any actual or alleged presence or Release of Hazardous Materials on, at, under or from any work-outproperty owned, re-negotiation occupied or restructure relating to the performance operated by the Borrower under this Credit Agreement, including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent and each of the Lenders (including the allocated costs of internal counsel). In addition, the Borrower agrees to pay, upon demand, for the separate account of Agent, audit, appraisal, and valuation fees and charges as follows: (i) a fee of $750 per day, per auditor, plus out-of-pocket expenses for each financial audit performed by personnel employed by Agent, (ii) if implemented, a one time charge of $3,000 plus out-of-pocket expenses for expenses for the establishment of electronic collateral reporting systems, (iii) a fee of $1,500 per day per appraiser, plus out-of-pocket expenses, for each appraisal of the Collateral performed by personnel employed by Agent, and (iv) the actual charges paid or incurred by Agent if it elects to employ the services of one or more third Persons to perform financial audits, to appraise the Collateral, or any portion thereof, or to assess the Borrower's (or any of its Subsidiaries', or any liability under any Environmental Law related in any way to the Borrower or any of its Subsidiaries or any of their respective properties, or (D) any actual or prospective claim, litigation, investigation or proceeding arising out of, or as a result of the foregoing, whether based on contract, tort or any other theory, whether brought by any third party or by the Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto (all the foregoing in this clause (iii), collectively, the “Indemnified Liabilities”), but excluding, in each case, Taxes other than any Taxes that represent losses, damages, etc., arising from a non-tax claim; provided that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities (x) are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence, bad faith, willful misconduct or material breach of its obligations under this Agreement of such Indemnitee or any of its officers, directors, trustees, employees, advisors, agents and controlling persons or (y) resulted from any proceeding that does not involve an act or omission by the Borrower or any of its Affiliates, shareholders, partners or other equity holders and that is brought by an Indemnitee against another Indemnitee other than any claims against an Indemnitee in its capacity or in fulfilling its role as the Administrative Agent or an Arranger under the Term Loan Facility. No Indemnitee shall be liable for any damages arising from the use by unauthorized persons of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons, except to the extent that such damages have resulted from the gross negligence, bad faith, willful misconduct or material breach of its obligations under this Agreement of such Indemnitee or any of its officers, directors, trustees, employees, advisors, agents and controlling persons. No Indemnitee or Loan Party shall be liable for any special, indirect, consequential or punitive damages in connection with the Term Loan Facility; provided, however, that this sentence shall not otherwise affect the indemnification and reimbursement obligations of the Borrower in this Section 9.5. Without limiting the foregoing, and to the extent permitted by applicable Law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries so to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee other than those resulting from the gross negligence, bad faith, willful act or omission or material breach of its obligations under this Agreement of such Indemnitee or any of its officers, directors, trustees, employees, advisors, agents and controlling persons. All amounts due under this Section 9.5 shall be payable not later than 30 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 9.5 shall be submitted to the Chief Financial Officer, at the address of the Borrower set forth in Section 9.2, or to such other Person or address as may be hereafter designated by the Borrower in a notice to the Administrative Agent. The agreements in this Section 9.5 shall survive the termination of the Commitments and the repayment of the Term Loans and all other amounts payable hereunder.

Payment of Expenses; Indemnification. The Borrower agrees agrees, subject to payany limitations set forth in the Fee Letter, upon demand, (a) to pay or reimburse the Agents for all their reasonable and documented out-of-pocket costs and expenses of (a) the Agent and each Lender incurred in connection with (i) the negotiationdevelopment, preparation, negotiation and execution of, and delivery of any amendment, waiver, supplement or modification to, this Credit Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the documents consummation and instruments referred to therein (includingadministration of the transactions contemplated hereby and thereby, without limitation, including the reasonable fees and expenses documented fees, disbursements and other charges of special external one counsel (and, to the Agent and special external extent necessary, one local counsel in any relevant jurisdiction and, if reasonably required, one regulatory counsel) to the Lenders Agents and the fees Second Lien Agent (unless the Agents and expenses of special external counsel for the Second Lien Agent in connection with collateral issues but excluding any amounts for services rendered by internal counsel) and (ii) any amendmentare not affiliated), waiver or consent relating hereto and thereto including, without limitation, any such amendments, waivers or consents resulting from or related to any work-out, re-negotiation or restructure relating to the performance by the Borrower under this Credit Agreement and (b) the Agent and to pay or reimburse each Lender in connection with enforcement of the Credit Documents and the documents Agents for all their reasonable and instruments referred to therein, including but not limited to, any work-out, re-negotiation or restructure relating to the performance by the Borrower under this Credit Agreement, including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent and each of the Lenders (including the allocated costs of internal counsel). In addition, the Borrower agrees to pay, upon demand, for the separate account of Agent, audit, appraisal, and valuation fees and charges as follows: (i) a fee of $750 per day, per auditor, plus documented out-of-pocket costs and expenses for incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents, including the reasonable and documented fees, disbursements and other charges of counsel to the Agents and the Lenders and other third party advisors to the Agents, and (c) to pay, indemnify and hold harmless each financial audit performed by personnel employed by AgentLender and the Agents and their respective Related Parties from and against any and all other liabilities, (ii) if implementedobligations, a one time charge of $3,000 plus losses, damages, penalties, actions, judgments, suits, and reasonable out-of-pocket costs, expenses for expenses for the establishment or disbursements of electronic collateral reporting systemsany kind or nature whatsoever, (iii) including reasonable and documented fees, disbursements and other charges of one counsel, arising as a fee of $1,500 per day per appraiser, plus out-of-pocket expenses, for each appraisal result of the Collateral performed by personnel employed by Agentexecution, delivery, enforcement, performance and (iv) administration of this Agreement, the actual charges paid other Credit Documents and any such other documents, including any of the foregoing relating to the violation of, noncompliance with or incurred by Agent if it elects to employ liability under, any Environmental Law on the services part of one or more third Persons to perform financial audits, to appraise the Collateral, any Credit Party or any portion thereof, of its Subsidiaries or to assess any actual or alleged presence of Hazardous Materials as a result of the Borrower's (operations of each Credit Party or any of its Subsidiaries', including at any of their Real Property (all the foregoing in this clause (c), collectively, the “indemnified liabilities”); provided, that the Credit Parties shall have no obligation hereunder to the Agents or any Lender nor any of their Related Parties with respect to indemnified liabilities arising from (i) the gross negligence or willful misconduct of the party to be indemnified or one of their Related Parties; (ii) disputes among the Agents, the Lenders and/or their transferees; or (iii) diminution in value of any Real Property of any Credit Party resulting from the presence of Hazardous Materials existing at such Real Property on or before the Closing Date. The agreements in this Section 12.05 shall survive repayment of the Loans and all other amounts payable hereunder and termination of this Agreement. To the fullest extent permitted by Applicable Law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against any Lender, the Administrative Agent and their respective Related Parties, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof. No Lender, no Agent nor any of their respective Related Parties shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby.

Payment of Expenses; Indemnification. (a) The Borrower agrees Company agrees: (i) to pay, upon demand, pay or reimburse the Administrative Agent and the Lenders for all of their reasonable out-of-pocket costs and expenses of (a) the Agent and each Lender incurred in connection with (i) the negotiationdevelopment, preparation, execution and delivery of this Credit Agreement and the other Credit Documents and the documents and instruments referred to therein (includingexecution, without limitationdelivery, the reasonable fees and expenses of special external counsel to the Agent and special external counsel to the Lenders and the fees and expenses of special external counsel for the Agent in connection with collateral issues but excluding any amounts for services rendered by internal counsel) and (ii) any administration, amendment, waiver or consent relating hereto and thereto includingmodification of, without limitation, any such amendments, waivers or consents resulting from or related to any work-out, re-negotiation or restructure relating to the performance by the Borrower under this Credit Agreement and (b) the Agent and each Lender in connection with enforcement of the Credit Documents and any other documents prepared in connection herewith, and the documents consummation of the transactions contemplated hereby and instruments referred to therein, including but not limited to, any work-out, re-negotiation or restructure relating to thereby and the performance by syndication of the Borrower Loans under this Credit Agreement, including, without limitation, in connection with any such enforcement, (i) the reasonable fees and disbursements of counsel to the Administrative Agent and one counsel to the Lenders and (ii) appraisals and field examinations pursuant to Section 8.12 and the insurance reviews and the collateral monitoring services performed by the Administrative Agent or the Collateral Agents, in each case subject to receipt of supporting documentation in reasonable detail; (ii) to pay or reimburse each Lender and each Agent for the all their costs and expenses incurred in connection with, and to pay, indemnify, and hold each Agent and each Lender harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever arising out of or in connection with, the Lenders enforcement or preservation of any rights (including in any workout proceedings, restructuring, standstill or forbearance providing relief to the allocated costs of internal counsel). In additionCredit Parties) under any Credit Document and any such other documents, the Borrower agrees to payincluding, upon demandwithout limitation, for the separate account of Agent, audit, appraisal, and valuation fees and charges as follows: (i) a fee of $750 per day, per auditor, plus reasonable out-of-pocket fees and disbursements of counsel to each Agent and each Lender (including, but not limited to, reasonable fees and expenses for of one counsel to the Lenders and one local counsel in each financial audit performed by personnel employed by Agentappropriate jurisdiction and expenses incurred in connection with travel, courier, reproduction, printing and delivery expenses), incurred in connection with the foregoing and in connection with advising the Administrative Agent with respect to its rights and responsibilities under this Agreement and the documentation relating thereto, subject to receipt of supporting documentation in reasonable detail (ii) if implemented, a one time charge of $3,000 plus it being agreed that the Agents and the Lenders shall have the right to employ separate counsel and the Company shall bear the reasonable out-of-pocket fees, costs, and expenses for expenses for of such separate counsel if (A) the establishment use of electronic collateral reporting systemsthe selected counsel would present such counsel with a conflict of interest or (B) the actual or potential defendants in, or targets of, any such action include both the Company and the Agents and/or a Lender, and such Agent or Lender shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the Company or any other such Person); (iii) a fee to pay, indemnify, and to hold each Agent and each Lender harmless from, any and all recording and filing fees and any and all liabilities with respect thereto, or resulting from any delay in paying such recording and filing fees, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation of $1,500 per day per appraiserany of the transactions contemplated by, plus or any amendment, supplement or modification of, or any waiver or consent under or in respect of, any Credit Document and any such other documents; and (iv) to pay, indemnify, and hold each Agent and each Lender (each, an “Indemnified Person”) and their respective affiliates, officers, directors, employees, trustees, advisors and agents (the affiliates, officers, directors, employees, trustees, advisors and agents of any Indemnified Person are such Indemnified Person’s “Related Parties”) harmless from and against any and all other actual out-of-pocket expensesliabilities, for each appraisal obligations, losses, damages (including punitive damages), penalties, fines, claims (whether brought by a third party or by the Company or any other Credit Party or any of the Collateral performed Company’s or such Credit Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto), actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including, without limitation, reasonable experts’ and consultants’ fees and reasonable fees and disbursements of counsel and third party claims for personal injury or real or personal property damage) which may be incurred by personnel employed by or asserted against any Agent, the Lenders or the Related Parties (x) arising out of or in connection with any investigation, litigation or proceeding related to this Agreement, the other Credit Documents, the proceeds of the Loans, or any of the other transactions contemplated hereby or thereby, whether or not any Agent or any of the Lenders is a party thereto, (y) with respect to any environmental matters, any environmental compliance expenses and (iv) remediation expenses in connection with the actual charges paid presence, suspected presence, release or incurred by Agent if it elects to employ suspected release of any Materials of Environmental Concern in or into the services of one air, soil, groundwater, surface water or more third Persons to perform financial auditsimprovements at, to appraise on, about, under, or within the CollateralProperties, or any portion thereof, or elsewhere in connection with the transportation of Materials of Environmental Concern to assess or from the Borrower's Properties, or (z) without limiting the generality of the foregoing, by reason of or in connection with the execution and delivery or transfer of, or payment or failure to make payments under, Letters of Credit (it being agreed that nothing in this Section 12.5(a)(iv) (z) is intended to limit the Company’s obligations pursuant to Section 2.6); (all the foregoing, collectively, the “indemnified liabilities”), provided that the Company shall have no obligation hereunder with respect to indemnified liabilities of any Indemnified Person or its Related Parties arising from the gross negligence or willful misconduct of such Indemnified Person or its Related Parties as determined by a final, non-appealable judgment of a court of competent jurisdiction. (b) To the fullest extent permitted by applicable law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against any Indemnified Person and its Related Parties on any theory of liability for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of its Subsidiaries')Credit or the use of the proceeds thereof. (c) The agreements in this Section 12.5 shall survive repayment of the Loans and all other amounts payable hereunder. (d) All amounts due under this Section 12.5 shall be payable promptly after written demand therefor.

Payment of Expenses; Indemnification. (a) The Borrower agrees (i) to paypay or reimburse each of the Agents, upon demand, the Lead Arrangers and the Joint Bookrunners for all their reasonable and documented or invoiced out-of-pocket costs and expenses (without duplication) associated with the syndication of (a) the Agent Initial Term Loan Facility and each Lender the Revolving Credit Facility and incurred in connection with (i) the negotiationdevelopment, preparation, execution and delivery of, and any amendment, supplement, modification to, waiver and/or enforcement of this Credit Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the documents consummation and instruments referred to therein (includingadministration of the transactions contemplated hereby and thereby, without limitation, including the reasonable fees fees, disbursements and expenses other charges of special external counsel Dxxxx Xxxx & Wxxxxxxx LLP and, to the Agent and extent necessary, a single firm of local counsel in each appropriate local jurisdiction (which may include a single special external counsel acting in multiple jurisdictions) or otherwise retained with the Borrower’s consent (such consent not to the Lenders and the fees and expenses of special external counsel for the Agent in connection with collateral issues but excluding any amounts for services rendered by internal counsel) be unreasonably withheld or delayed), and (ii) any amendment, waiver to pay or consent relating hereto and thereto including, without limitation, any such amendments, waivers or consents resulting from or related to any work-out, re-negotiation or restructure relating to the performance by the Borrower under this Credit Agreement and (b) the Agent and each Lender in connection with enforcement of the Credit Documents and the documents and instruments referred to therein, including but not limited to, any work-out, re-negotiation or restructure relating to the performance by the Borrower under this Credit Agreement, including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent and reimburse each of the Lenders (including the allocated costs of internal counsel). In addition, the Borrower agrees to pay, upon demand, Agents for the separate account of Agent, audit, appraisal, all their reasonable and valuation fees and charges as follows: (i) a fee of $750 per day, per auditor, plus documented or invoiced out-of-pocket costs and expenses for each financial audit performed by personnel employed by Agentincurred in connection with the enforcement or preservation of any rights under this Agreement, (ii) if implementedthe other Credit Documents and any such other documents, including the reasonable fees, disbursements and other charges of one firm or counsel to the Agents, and, to the extent necessary, a one time charge single firm of $3,000 plus out-of-pocket expenses for expenses for local counsel in each appropriate local jurisdiction (which may include a single special counsel acting in multiple jurisdictions) or otherwise retained with the establishment of electronic collateral reporting systemsBorrower’s consent (such consent not to be unreasonably withheld or delayed), and (iii) a fee to pay, indemnify and hold harmless each Lender, each Agent, the Letter of $1,500 per day per appraiserCredit Issuer, plus the Swingline Lender, each Lead Arranger and each Joint Bookrunner and their respective Related Parties (without duplication) (the “Indemnified Parties”) from and against any and all losses, claims, damages, liabilities or penalties (collectively, “Losses”) of any kind or nature whatsoever and the reasonable and documented and invoiced out-of-pocket expenses, for joint or several, to which any such Indemnified Party may become subject, in each appraisal case to the extent of any such Losses and related expenses, to the extent arising out of, resulting from, or in connection with any action, claim, litigation, investigation or other proceeding (including any inquiry or investigation of the Collateral performed foregoing) (any of the foregoing, a “Proceeding”) (regardless of whether such Indemnified Party is a party thereto or whether or not such Proceeding was brought by personnel employed the Borrower, its equity holders, affiliates or creditors or any other third person) and, subject to Section 13.5(e) to reimburse each such Indemnified Party promptly for any reasonable and documented and invoiced out-of-pocket fees and expenses incurred in connection with investigating, responding to or defending any of the foregoing (which in the case of legal fees shall be limited to the reasonable and documented or invoiced out-of-pocket fees, expenses, disbursements and other charges of a single firm of counsel for all Indemnified Parties, taken as a whole and, to the extent necessary, a single firm of local counsel in each appropriate local jurisdiction (which may include a single special counsel acting in multiple jurisdictions) (and, in the case of an actual or perceived conflict of interest where the Indemnified Party affected by Agentsuch conflict notifies the Borrower of any existence of such conflict and in connection with the investigating, responding to or defending any of the foregoing has retained its own counsel, of one other firm of counsel for such affected Indemnified Party)), relating to the Transactions or the execution, delivery, enforcement, performance and administration of this Agreement, the other Credit Documents and any such other documents or the use of the proceeds of the Loans or Letters of Credit (ivall the foregoing in this clause (iii), collectively, the “indemnified liabilities”); provided that this clause (iii) shall not apply with respect to Taxes other than any Taxes that represent losses or damages arising from any non-Tax claim; and provided, further, that the Borrower shall have no obligation hereunder to any Indemnified Party with respect to indemnified liabilities to the extent arising from (a) the actual charges paid gross negligence, bad faith or incurred by Agent if it elects to employ the services willful misconduct of one or more third Persons to perform financial audits, to appraise the Collateral, or any portion thereof, or to assess the Borrower's (such Indemnified Party or any of its Related Parties as determined in a final and non-appealable decision of a court of competent jurisdiction, (b) a material breach of the obligations of such Indemnified Party or any of its Related Parties under the terms of this Agreement or any other Credit Document by such Indemnified Party or any of its Related Parties as determined in a final and non-appealable decision of a court of competent jurisdiction, (c) in addition to clause (b) above, in the case of any Proceeding initiated by Holdings, the Borrower or any Restricted Subsidiary against the relevant Indemnified Party, a breach of the obligations of such Indemnified Party or its Related Parties under the terms of this Agreement or any other Credit Document as determined in a final and non-appealable decision by a court of competent jurisdiction, or (d) any Proceeding brought by any Indemnified Party against any other Indemnified Party that does not involve an act or omission by Holdings, the Borrower or its Restricted Subsidiaries'; provided that each of the Agents, the Letter of Credit Issuer, the Swingline Lender, the Lead Arrangers and the Joint Bookrunners, in each case to the extent fulfilling their respective roles in their capacities as such, shall remain indemnified in respect of such a Proceeding, to the extent that none of the exceptions set forth in clause (a), (b) or (c) of the immediately preceding proviso applies to such Person at such time. All amounts payable under this Section 13.5(a) shall be paid within 30 days after receipt by the Borrower of written demand and an invoice relating thereto setting forth such expense in reasonable detail. The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder and the termination of the Obligations. (b) No Credit Party nor any Indemnified Party shall have any liability for any special, punitive, indirect or consequential damages (including any loss of profits, business or anticipated savings) in connection with this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date); provided that the foregoing shall not limit the Borrower’s indemnification and reimbursement obligations to the Indemnified Parties pursuant to Section 13.5(a)(iii), to the extent that such special, punitive, indirect or consequential damages are included in any claim by a third party unaffiliated with any of the Indemnified Parties with respect to which the applicable Indemnified Party is entitled to indemnification under Section 13.5(a)(iii). No Indemnified Party shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby, except to the extent that such damages have resulted from the willful misconduct, bad faith or gross negligence of any Indemnified Party or any of its Related Parties as determined by a final and non-appealable decision of a court of competent jurisdiction. (c) No Credit Party shall be liable for any settlement of any Proceeding effected without written consent of the Borrower (which consent shall not be unreasonably withheld or delayed, it being understood that the withholding of consent due to non-satisfaction of any of the conditions described in clauses (i) and (ii) of paragraph (d) below (with “the Borrower” being substituted for “Indemnified Party” in each such clause) shall be deemed reasonable), but if settled with the Borrower’s written consent or if there is a final and non-appealable judgment by a court of competent jurisdiction for the plaintiff in any such Proceeding, each Credit Party agrees to indemnify and hold harmless each Indemnified Party from and against any and all Losses and reasonable and documented or invoiced legal or other out-of-pocket expenses by reason of such settlement or judgment in accordance with and to the extent provided in the other provisions of this Section 13.5. If any Person has reimbursed any Indemnified Party for any legal or other expenses in accordance with such request and there is a final and non-appealable determination by a court of competent jurisdiction that the Indemnified Party was not entitled to indemnification or contribution rights with respect to such payment pursuant to this Section 13.5, then the Indemnified Party shall promptly refund such amount. (d) No Credit Party shall without the prior written consent of any Indemnified Party (which consent shall not be unreasonably withheld or delayed, it being understood that the withholding of consent due to non- satisfaction of any of the conditions described in clauses (i) and (ii) of this sentence shall be deemed reasonable), effect any settlement of any pending or threatened Proceeding in respect of which indemnity could have been sought hereunder by such Indemnified Party unless such settlement (i) includes an unconditional release of such Indemnified Party in form and substance reasonably satisfactory to such Indemnified Party from all liability or claims that are the subject matter of such Proceeding and (ii) does not include any statement as to or any admission of fault, culpability, wrongdoing or a failure to act by or on behalf of any Indemnified Party. (e) In case any proceeding is instituted involving any Indemnified Party for which indemnification is to be sought hereunder by such Indemnified Party, then such Indemnified Party will promptly notify the Borrower of the commencement of any proceeding; provided, however, that the failure to do so will not relieve the Borrower from any liability that it may have to such Indemnified Party hereunder, except to the extent that the Borrower is materially prejudiced by such failure. Notwithstanding the above, following such notification, the Borrower may elect in writing to assume the defense of such proceeding, and, upon such election, the Borrower will not be liable for any legal costs subsequently incurred by such Indemnified Party (other than reasonable costs of investigation and providing evidence) in connection therewith, unless (i) the Borrower has failed to provide counsel reasonably satisfactory to such Indemnified Party in a timely manner, (ii) counsel provided by the Borrower reasonably determines its representation of such Indemnified Party would present it with a conflict of interest or (iii) the Indemnified Party reasonably determines that there are actual conflicts of interest between the Borrower and the Indemnified Party, including situations in which there may be legal defenses available to the Indemnified Party which are different from or in addition to those available to the Borrower.

Payment of Expenses; Indemnification. The Borrower agrees (a) Each of Holdings and the Borrowers, jointly and severally, agree (i) to pay, upon demand, pay or reimburse each of the Agents for all their reasonable and documented out-of-pocket costs and expenses of (awithout duplication) the Agent and each Lender incurred in connection with (i) the negotiationdevelopment, preparation, execution and delivery of, and any amendment, supplement, modification to, waiver and/or enforcement of this Credit Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the documents consummation and instruments referred administration of the transactions contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of Xxxxxx Xxxxxx & Xxxxxxx LLP (or such other counsel as may be agreed by the Administrative Agent and the Borrowers), one counsel in each relevant local jurisdiction with the consent of the Borrowers (such consent not to therein be unreasonably withheld or delayed), (including, without limitationii) to pay or reimburse each Agent or any Letter of Credit Issuer for all their reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents, including the reasonable fees fees, disbursements and expenses other charges of special external one firm or counsel to the Administrative Agent and special external counsel the Collateral Agent, and, to the Lenders and extent required, one firm or local counsel in each relevant local jurisdiction with the fees and expenses of Borrowers’ consent (such consent not to be unreasonably withheld or delayed (which may include a single special external counsel for the Agent acting in connection with collateral issues but excluding any amounts for services rendered by internal counselmultiple jurisdictions), (iii) and (ii) any amendment, waiver to pay or consent relating hereto and thereto including, without limitation, any such amendments, waivers or consents resulting from or related to any work-out, re-negotiation or restructure relating to the performance by the Borrower under this Credit Agreement and (b) the Agent and each Lender in connection with enforcement of the Credit Documents and the documents and instruments referred to therein, including but not limited to, any work-out, re-negotiation or restructure relating to the performance by the Borrower under this Credit Agreement, including, without limitation, in connection with any such enforcement, the reimburse all reasonable fees and disbursements of counsel for the Agent and each of the Lenders (including the allocated costs of internal counsel). In addition, the Borrower agrees to pay, upon demand, for the separate account of Agent, audit, appraisal, and valuation fees and charges as follows: (i) a fee of $750 per day, per auditor, plus out-of-pocket expenses incurred by the Letter of Credit Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iv) to pay, indemnify and hold harmless each financial audit performed by personnel employed by Lender, each Agent, the Letter of Credit Issuer and their respective Related Parties (iiwithout duplication) if implemented(the “Indemnified Persons”) from and against any and all losses, a one time charge claims, damages, liabilities, obligations, demands, actions, judgments, suits, costs, expenses, disbursements or penalties of $3,000 plus any kind or nature whatsoever (and the reasonable and documented out-of-pocket expenses for expenses for the establishment of electronic collateral reporting systemsfees, (iii) a fee of $1,500 per day per appraiser, plus out-of-pocket expenses, disbursements and other charges of one firm of counsel for each appraisal all Indemnified Persons, taken as a whole (and, in the case of an actual or perceived conflict of interest where the Indemnified Person affected by such conflict notifies the Borrowers of any existence of such conflict and in connection with the investigating or defending any of the Collateral performed by personnel employed by Agentforegoing (including the reasonable fees) has retained its own counsel, of another firm of counsel for such affected Indemnified Person), and to the extent required, one firm or local counsel in each relevant jurisdiction (ivwhich may include a single special counsel acting in multiple jurisdictions)) the actual charges paid of any such Indemnified Person arising out of or incurred by Agent if it elects relating to employ the services any action, claim, litigation, investigation or other proceeding (regardless of one or more third Persons to perform financial auditswhether such Indemnified Person is a party thereto), to appraise the Collateralarising out of, or any portion thereof, with respect to the Transactions or to assess the Borrower's (execution, delivery, performance and administration of this Agreement, the other Credit Documents and any such other documents, including any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law or any actual or alleged presence, Release or threatened Release of Hazardous Materials attributable to Holdings or any of its Subsidiaries (all the foregoing in this clause (iii), regardless of whether brought by Holdings, any of its subsidiaries or any other Person collectively, the “Indemnified Liabilities”); provided that Holdings and the Borrowers shall have no obligation hereunder to any Indemnified Person with respect to indemnified liabilities to the extent arising from (i) the gross negligence, bad faith or willful misconduct of such Indemnified Person or any of its Related Parties as determined in a final and non-appealable judgment of a court of competent jurisdiction, (ii) a material breach of the obligations of such Indemnified Person or any of its Related Parties under the terms of this Agreement by such Indemnified Person or any of its Related Parties as determined in a final and non-appealable judgment of a court of competent jurisdiction, or (iii) any proceeding between and among Indemnified Persons that does not involve an act or omission by Holdings, the Borrowers or their Restricted Subsidiaries'; provided the Agents, to the extent acting in their capacity as such, shall remain indemnified in respect of such proceeding, to the extent that neither of the exceptions set forth in clause (i) or (ii) of the immediately preceding proviso applies to such person at such time. The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder. This Section 13.5 shall not apply with respect to Taxes, other than any Taxes that represent losses, claims, damages, liabilities, obligations, penalties, actions, judgments, suits, costs, expenses or disbursements arising from any non-Tax claim. (b) No Credit Party nor any Indemnified Person shall have any liability for any special, punitive, indirect or consequential damages resulting from this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date); provided that the foregoing shall not limit Holdings’ and the Borrowers’ indemnification obligations to the Indemnified Persons pursuant to Section 13.5(a) in respect of damages incurred or paid by an Indemnified Person to a third 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 Credit Documents or the transactions contemplated hereby or thereby, except to the extent that such damages have resulted from the willful misconduct, bad faith or gross negligence of any Indemnified Person or any of its Related Parties as determined by a final and non-appealable judgment of a court of competent jurisdiction.

Payment of Expenses; Indemnification. The Borrower agrees agrees, subject to payany limitations set forth in the Fee Letter, upon demand, (a) to pay or reimburse the Agents for all their reasonable and documented out-of-pocket costs and expenses of (a) the Agent and each Lender incurred in connection with (i) the negotiationdevelopment, preparation, negotiation and execution of, and delivery of any amendment, waiver, supplement or modification to, this Credit Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the documents consummation and instruments referred to therein (includingadministration of the transactions contemplated hereby and thereby, without limitation, including the reasonable fees and expenses documented fees, disbursements and other charges of special external one counsel (and, to the Agent and special external extent necessary, one local counsel in any relevant jurisdiction and, if reasonably required, one regulatory counsel) to the Lenders Agents and the fees First Lien Agent (unless the Agents and expenses of special external counsel for the First Lien Agent in connection with collateral issues but excluding any amounts for services rendered by internal counsel) and (ii) any amendmentare not affiliated), waiver or consent relating hereto and thereto including, without limitation, any such amendments, waivers or consents resulting from or related to any work-out, re-negotiation or restructure relating to the performance by the Borrower under this Credit Agreement and (b) the Agent and to pay or reimburse each Lender in connection with enforcement of the Credit Documents and the documents Agents for all their reasonable and instruments referred to therein, including but not limited to, any work-out, re-negotiation or restructure relating to the performance by the Borrower under this Credit Agreement, including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent and each of the Lenders (including the allocated costs of internal counsel). In addition, the Borrower agrees to pay, upon demand, for the separate account of Agent, audit, appraisal, and valuation fees and charges as follows: (i) a fee of $750 per day, per auditor, plus documented out-of-pocket costs and expenses for incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents, including the reasonable and documented fees, disbursements and other charges of counsel to the Agents and the Lenders and other third party advisors to the Agents, and (c) to pay, indemnify and hold harmless each financial audit performed by personnel employed by AgentLender and the Agents and their respective Related Parties from and against any and all other liabilities, (ii) if implementedobligations, a one time charge of $3,000 plus losses, damages, penalties, actions, judgments, suits, and reasonable out-of-pocket costs, expenses for expenses for the establishment or disbursements of electronic collateral reporting systemsany kind or nature whatsoever, (iii) including reasonable and documented fees, disbursements and other charges of one counsel, arising as a fee of $1,500 per day per appraiser, plus out-of-pocket expenses, for each appraisal result of the Collateral performed by personnel employed by Agentexecution, delivery, enforcement, performance and (iv) administration of this Agreement, the actual charges paid other Credit Documents and any such other documents, including any of the foregoing relating to the violation of, noncompliance with or incurred by Agent if it elects to employ liability under, any Environmental Law on the services part of one or more third Persons to perform financial audits, to appraise the Collateral, any Credit Party or any portion thereof, of its Subsidiaries or to assess any actual or alleged presence of Hazardous Materials as a result of the Borrower's (operations of each Credit Party or any of its Subsidiaries', including at any of their Real Property (all the foregoing in this clause (c), collectively, the “indemnified liabilities”); provided, that the Credit Parties shall have no obligation hereunder to the Agents or any Lender nor any of their Related Parties with respect to indemnified liabilities arising from (i) the gross negligence or willful misconduct of the party to be indemnified or one of their Related Parties; (ii) disputes among the Agents, the Lenders and/or their transferees; or (iii) diminution in value of any Real Property of any Credit Party resulting from the presence of Hazardous Materials existing at such Real Property on or before the Closing Date. The agreements in this Section 12.05 shall survive repayment of the Loans and all other amounts payable hereunder and termination of this Agreement. To the fullest extent permitted by Applicable Law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against any Lender, the Administrative Agent and their respective Related Parties, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof. No Lender, no Agent nor any of their respective Related Parties shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby.

Payment of Expenses; Indemnification. The Except with respect to Taxes which are addressed in Section 2.20, the Borrower agrees (a) to pay, upon demand, pay or reimburse each Agent for all of its reasonable and documented out-of-pocket costs and expenses of (a) the Agent and each Lender incurred in connection with the syndication of the Facilities (iother than fees payable to syndicate members) and the negotiationdevelopment, preparation, execution and delivery of this Credit Agreement and the other Credit Loan Documents and the any other documents and instruments referred to therein (including, without limitation, the reasonable fees and expenses of special external counsel to the Agent and special external counsel to the Lenders and the fees and expenses of special external counsel for the Agent prepared in connection with collateral issues but excluding any amounts for services rendered by internal counsel) herewith or therewith and (ii) any amendment, waiver supplement or consent relating hereto and thereto includingmodification thereto, without limitationand, any such amendments, waivers or consents resulting from or related to any work-out, re-negotiation or restructure relating as to the performance by Agents only, the Borrower under this Credit Agreement and (b) the Agent and each Lender in connection with enforcement administration of the Credit Documents transactions contemplated hereby and the documents and instruments referred to thereinthereby, including but not limited to, any work-out, re-negotiation or restructure relating to the performance by the Borrower under this Credit Agreement, including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements and other charges of a single firm of counsel for to the Agent Agents (plus one firm of special regulatory counsel and one firm of local counsel per material jurisdiction as may reasonably be necessary in connection with collateral matters) in connection with all of the foregoing, (b) to pay or reimburse each Lender and each of the Lenders (including the allocated costs of internal counsel). In addition, the Borrower agrees to pay, upon demand, Agent for the separate account of Agent, audit, appraisal, all their reasonable and valuation fees and charges as follows: (i) a fee of $750 per day, per auditor, plus documented out-of-pocket costs and expenses incurred in connection with the enforcement of any rights under this Agreement, the other Loan Documents and any such other documents referred to in Section 10.5(a) above (including all such costs and expenses incurred in connection with any legal proceeding, including any proceeding under any Debtor Relief Law or in connection with any workout or restructuring), including the documented fees and disbursements of a single firm of counsel and, if necessary, a single firm of special regulatory counsel and a single firm of local counsel per material jurisdiction as may reasonably be necessary, for the Agents and the Lenders, taken as a whole and, in the event of an actual or perceived conflict of interest, where the Agent or Lender affected by such conflict informs the Borrower and thereafter retains its own counsel, one additional counsel for each financial audit performed Lender or Agent or group of Lenders or Agents subject to such conflict and (c) to pay, indemnify or reimburse each Lender, each Agent, each Issuing Lender, each Lead Arranger, each Joint Bookrunner and their respective Affiliates, and their respective partners that are natural persons, members that are natural persons, officers, directors, employees, trustees, advisors, agents and controlling Persons (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, costs, expenses or disbursements arising out of any actions, judgments or suits of any kind or nature whatsoever, arising out of or in connection with any claim, action or proceeding relating to or otherwise with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents referred to in Section 10.5(a) above and the transactions contemplated hereby and thereby, including any of the foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries or any of the Properties and the fees and disbursements and other charges of legal counsel in connection with claims, actions or proceedings by personnel employed any Indemnitee against the Borrower hereunder (all the foregoing in this clause (c), collectively, the “Indemnified Liabilities”); provided that, the Borrower shall not have any obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities have resulted from (i) the gross negligence, bad faith, willful misconduct or material breach of the Loan Documents of such Indemnitee or its Related Persons as determined by Agenta court of competent jurisdiction in a final non-appealable decision (or settlement tantamount thereto), (ii) if implemented, a one time charge material breach of $3,000 plus outthe Loan Documents by such Indemnitee or its Related Persons as determined by a court of competent jurisdiction in a final non-of-pocket expenses for expenses for the establishment of electronic collateral reporting systems, appealable decision (or settlement tantamount thereto) or (iii) disputes solely among Indemnitees or their Related Persons (it being understood that this clause (iii) shall not apply to the indemnification of an Agent or Lead Arranger in a fee of $1,500 per day per appraisersuit involving an Agent or Lead Arranger in its capacity as such that does not involve an act or omission by any Parent Company, plus out-of-pocket expensesInvestor, for each appraisal of the Collateral performed by personnel employed by Agent, and (iv) the actual charges paid or incurred by Agent if it elects to employ the services of one or more third Persons to perform financial audits, to appraise the Collateral, or any portion thereof, or to assess the Borrower's (Borrower or any of its Subsidiaries'Subsidiaries as determined by a court of competent jurisdiction in a final non-appealable decision (or settlement tantamount thereto). For purposes hereof, a “Related Person” of an Indemnitee means (i) if the Indemnitee is any Agent or any of its Affiliates or their respective partners that are natural persons, members that are natural persons, officers, directors, employees, agents and controlling Persons, any of such Agent and its Affiliates and their respective officers, directors, employees, agents and controlling Persons; provided that solely for purposes of Section 9, references to each Agent’s Related Persons shall also include such Agent’s trustees and advisors, and (ii) if the Indemnitee is any Lender or any of its Affiliates or their respective partners that are natural persons, members that are natural persons, officers, directors, employees, agents and controlling Persons, any of such Lender and its Affiliates and their respective officers, directors, employees, agents and controlling Persons. All amounts due under this Section 10.5 shall be payable promptly after receipt of a reasonably detailed invoice therefor. Statements payable by the Borrower pursuant to this Section 10.5 shall be submitted to the Borrower at the address thereof set forth in Section 10.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent. The agreements in this Section 10.5 shall survive repayment of the Obligations.

Payment of Expenses; Indemnification. The Borrower agrees (a) Each of Holdings and the Borrower, jointly and severally, agree (i) to pay, upon demand, pay or reimburse each of the Agents for all their reasonable out-of-pocket and documented out‑of‑pocket costs and expenses of (awithout duplication) the Agent and each Lender incurred in connection with (i) the negotiationdevelopment, preparation, execution and delivery of of, and any amendment, supplement, modification to, waiver and/or enforcement this Credit Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the documents consummation and instruments referred to therein (includingadministration of the transactions contemplated hereby and thereby, without limitation, including the reasonable fees fees, disbursements and expenses other charges of special external Cxxxxx Xxxxxx & ReindelLatham & Wxxxxxx LLP (or such other counsel to as may be agreed by the Administrative Agent and special external the Borrower), one counsel to in each relevant local jurisdiction with the Lenders and the fees and expenses consent of special external counsel for the Agent in connection with collateral issues but excluding any amounts for services rendered by internal counsel) and (ii) any amendment, waiver or consent relating hereto and thereto including, without limitation, any such amendments, waivers or consents resulting from or related to any work-out, re-negotiation or restructure relating to the performance by the Borrower under this Credit Agreement and (b) the Agent and each Lender in connection with enforcement of the Credit Documents and the documents and instruments referred such consent not to therein, including but not limited to, any work-out, re-negotiation be unreasonably withheld or restructure relating to the performance by the Borrower under this Credit Agreement, including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent and each of the Lenders (including the allocated costs of internal counseldelayed). In addition, the Borrower agrees to pay, upon demand, for the separate account of Agent, audit, appraisal, and valuation fees and charges as follows: (i) a fee of $750 per day, per auditor, plus out-of-pocket expenses for each financial audit performed by personnel employed by Agent, (ii) if implementedto pay or reimburse each Agent for all their reasonable and documented out‑of‑pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents, including the reasonable fees, disbursements and other charges of one firm or counsel to the Administrative Agent and the Collateral Agent, and, to the extent required, one firm or local counsel in each relevant local jurisdiction with the Borrower’s consent (such consent not to be unreasonably withheld or delayed (which may include a one time charge of $3,000 plus out-of-pocket expenses for expenses for the establishment of electronic collateral reporting systemssingle special counsel acting in multiple jurisdictions), and (iii) a fee to pay, indemnify and hold harmless each Lender, each Agent, each Letter of $1,500 per day per appraiserCredit Issuer and the Swingline Lender and their respective Related Parties (without duplication) (the “Indemnified Persons”) from and against any and all losses, plus out-of-pocket claims, damages, liabilities, obligations, demands, actions, judgments, suits, costs, expenses, disbursements or penalties of any kind or nature whatsoever (and the reasonable and documented out‑of‑pocket fees, expenses, disbursements and other charges of one firm of counsel for each appraisal all Indemnified Persons, taken as a whole (and, in the case of an actual or perceived conflict of interest where the Indemnified Person affected by such conflict notifies the Borrower of any existence of such conflict and in connection with the investigating or defending any of the Collateral performed by personnel employed by Agentforegoing (including the reasonable fees) has retained its own counsel, of another firm of counsel in each relevant jurisdiction for such affected Indemnified Person), and to the extent required, one firm or local counsel in each relevant jurisdiction (ivwhich may include a single special counsel acting in multiple jurisdictions)) of any such Indemnified Person arising out of or with respect to the actual charges paid Transactions, the Amendment No. 4 Transactions, the Amendment No. 5 Transactions or incurred the, Amendment No. 6 Transactions or the Amendment No. 7 Transactions or to the execution, enforcement, delivery, performance and administration of this Agreement, the other Credit Documents and any such other documents or relating to any action, claim, litigation, investigation or other proceeding (regardless of whether such Indemnified Person is a party thereto or whether or not such action, claim, litigation or proceeding was brought by Agent if it elects to employ the services Holdings, any of one or more third Persons to perform financial audits, to appraise the Collateral, its Subsidiaries or any portion thereofother Person), arising out of the foregoing, including any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law relating in any way to assess the Borrower's (Borrower or any of its Subsidiaries or any actual or alleged presence, Release or threatened Release of Hazardous Materials relating in any way to Borrower or any of its Subsidiaries (all the foregoing in this clause (iii), collectively, the “Indemnified Liabilities”); provided that Holdings and the Borrower shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities to the extent arising from (i) the gross negligence, bad faith or willful misconduct of such Indemnified Person or any of its Related Parties as determined in a final and non‑appealable judgment of a court of competent jurisdiction, (ii) a material breach of the obligations of such Indemnified Person or any of its Related Parties under the terms of this Agreement by such Indemnified Person or any of its Related Parties as determined in a final and non‑appealable judgment of a court of competent jurisdiction or (iii) any proceeding between and among Indemnified Persons that does not involve an act or omission by Holdings, the Borrower or their respective Restricted Subsidiaries'; provided the Agents, to the extent acting in their capacity as such, shall remain indemnified in respect of such proceeding, to the extent that neither of the exceptions set forth in clause (i) or (ii) of the immediately preceding proviso applies to such person at such time. The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder. This Section 13.5 shall not apply with respect to Taxes, other than any Taxes that represent losses, claims, damages, liabilities, obligations, penalties, actions, judgments, suits, costs, expenses or disbursements arising from any non‑Tax claim. (b) No Credit Party nor any Indemnified Person shall have any liability for any special, punitive, indirect or consequential damages resulting from this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date); provided that the foregoing shall not limit Holdings’ and the Borrower’s indemnification obligations to the Indemnified Persons pursuant to Section 13.5(a) in respect of damages incurred or paid by an Indemnified Person to a third 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 Credit Documents or the transactions contemplated hereby or thereby, except to the extent that such damages have resulted from the willful misconduct, bad faith or gross negligence of any Indemnified Person or any of its Related Parties as determined by a final and non‑appealable judgment of a court of competent jurisdiction.

Payment of Expenses; Indemnification. The Borrower agrees (a) to pay, upon demand, pay or reimburse the Administrative Agent for all of its reasonable and documented out-of-pocket costs and expenses of (a) the Agent and each Lender incurred in connection with (i) the negotiation, preparation, preparation and execution and delivery of of, and any amendment, waiver, supplement or modification to, this Credit Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the documents consummation and instruments referred administration of the transactions contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of Xxxxx Xxxxx LLP, in its capacity as counsel to therein the Administrative Agent, and one counsel in each appropriate local jurisdiction (other than any allocated costs of in-house counsel), (b) to pay or reimburse the Administrative Agent for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents, including the reasonable fees, disbursements and other charges of one counsel to the Administrative Agent, (c) to pay, indemnify, and hold harmless each Lender, Letter of Credit Issuer and the Administrative Agent from, any and all recording and filing fees and (d) to pay, indemnify, and hold harmless each Lender, Letter of Credit Issuer and the Administrative Agent and their respective Related Parties from and against any and all other liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, whether or not such proceedings are brought by the Borrower, any of its Related Parties or any other third Person, including reasonable and documented fees, disbursements and other charges of one primary counsel for all such Persons, taken as a whole, and, if necessary, by a single firm of local counsel in each appropriate jurisdiction for all such Persons, taken as a whole (unless there is an actual or perceived conflict of interest in which case each such Person may, with the consent of the Borrower (not to be unreasonably withheld or delayed) retain its own counsel), with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Credit Documents and any such other documents, including, without limitation, any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law (other than by such indemnified person or any of its Related Parties (other than any trustee or advisor)) or to any actual or alleged presence, release or threatened release of Hazardous Materials involving or attributable to the operations of the Borrower, any of its Subsidiaries or any of the Oil and Gas Properties (all the foregoing in this clause (d), collectively, the “Indemnified Liabilities”); provided that the Borrower shall have no obligation hereunder to the Administrative Agent or any Lender or any of their respective Related Parties with respect to Indemnified Liabilities to the extent it has been determined by a final non-appealable judgment of a court of competent jurisdiction to have resulted from (i) the gross negligence, bad faith or willful misconduct of the party to be indemnified or any of its Related Parties (IT BEING THE INTENTION OF THE PARTIES HERETO THAT EACH LENDER, LETTER OF CREDIT ISSUER AND THE ADMINISTRATIVE AGENT AND THEIR RESPECTIVE RELATED PARTIES SHALL, IN ALL CASES, BE INDEMNIFIED FOR ITS ORDINARY COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE), (ii) any material breach of any Credit Document by the party to be indemnified or (iii) disputes, claims, demands, actions, judgments or suits not arising from any act or omission by the Borrower or its Affiliates, brought by an indemnified Person against any other indemnified Person (other than disputes, claims, demands, actions, judgments or suits involving claims against the Administrative Agent in its capacity as such). NO PERSON ENTITLED TO INDEMNIFICATION UNDER CLAUSE (D) OF THIS SECTION 13.5 SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY UNINTENDED RECIPIENTS OF ANY INFORMATION OR OTHER MATERIALS DISTRIBUTED BY IT THROUGH TELECOMMUNICATIONS, ELECTRONIC OR OTHER INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT OR THE OTHER CREDIT DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. THE TELECOMMUNICATIONS, ELECTRONIC OR OTHER INFORMATION TRANSMISSION SYSTEMS USED BY THE ADMINISTRATIVE AGENT IS PROVIDED “AS IS” AND “AS AVAILABLE.” NONE OF THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES WARRANT THE ADEQUACY OF SUCH TELECOMMUNICATIONS, ELECTRONIC OR OTHER INFORMATION TRANSMISSION SYSTEMS AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE COMMUNICATIONS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES IN CONNECTION WITH ANY COMMUNICATIONS OR ANY TELECOMMUNICATIONS, ELECTRONIC OR OTHER INFORMATION TRANSMISSION SYSTEMS. No Person entitled to indemnification under clause (d) of this Section 13.5, nor the Borrower or any of its Subsidiaries, shall have any liability for any special, punitive, indirect, exemplary or consequential damages (including, without limitation, the reasonable fees and expenses any loss of special external counsel profits, business or anticipated savings) relating to the Agent and special external counsel to the Lenders and the fees and expenses this Agreement or any other Credit Document or arising out of special external counsel for the Agent its activities in connection herewith or therewith (whether before or after the Closing Date); provided that the foregoing shall not negate the Borrower’s obligations with collateral issues but excluding any respect to Indemnified Liabilities. All amounts for services rendered by internal counsel) and (ii) any amendment, waiver or consent relating hereto and thereto including, without limitation, any such amendments, waivers or consents resulting from or related to any work-out, re-negotiation or restructure relating to the performance payable under this Section 13.5 shall be paid within 10 Business Days of receipt by the Borrower under of an invoice relating thereto setting forth such expense in reasonable detail. The agreements in this Credit Agreement and (b) the Agent and each Lender in connection with enforcement Section 13.5 shall survive repayment of the Credit Documents Loans and all other amounts payable hereunder. This Section 13.5 shall not apply with respect to any claims for Taxes which shall be governed exclusively by Section 5.4 and, to the documents and instruments referred to extent set forth therein, including but not limited to, any work-out, re-negotiation or restructure relating to the performance by the Borrower under this Credit Agreement, including, without limitation, in connection with any such enforcement, the reasonable fees Sections 2.10 and disbursements of counsel for the Agent and each of the Lenders (including the allocated costs of internal counsel). In addition, the Borrower agrees to pay, upon demand, for the separate account of Agent, audit, appraisal, and valuation fees and charges as follows: (i) a fee of $750 per day, per auditor, plus out-of-pocket expenses for each financial audit performed by personnel employed by Agent, (ii) if implemented, a one time charge of $3,000 plus out-of-pocket expenses for expenses for the establishment of electronic collateral reporting systems, (iii) a fee of $1,500 per day per appraiser, plus out-of-pocket expenses, for each appraisal of the Collateral performed by personnel employed by Agent, and (iv) the actual charges paid or incurred by Agent if it elects to employ the services of one or more third Persons to perform financial audits, to appraise the Collateral, or any portion thereof, or to assess the Borrower's (or any of its Subsidiaries')3.5.

Payment of Expenses; Indemnification. (a) The Borrower agrees (i) to pay, upon demand, pay or reimburse each of the Agents and each of the Arrangers for all their reasonable and documented out-of-pocket costs and expenses of (a) the Agent and each Lender incurred in connection with the syndication of the Revolving Loan Facility (iother than fees payable to syndicate members) and the development, negotiation, preparationpreparation and execution of, execution and delivery of any amendment, supplement or modification to, this Credit Agreement and the other Credit Loan Documents and any other documents prepared in connection herewith or therewith, and the documents consummation and instruments referred administration of the transactions contemplated hereby and thereby, limited in the case of counsel fees to therein (including, without limitation, the reasonable and documented fees and expenses disbursements of special external a single law firm as counsel to the Agent Agents and special external the Arrangers and one local counsel to the Agents, taken as a whole, in any relevant jurisdiction and the charges of any Platform, (ii) to pay or reimburse each Lender, each Issuing Bank and the Agents for all their reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, including all costs and expenses incurred during any legal proceeding, including any proceeding under any Bankruptcy Laws, limited in the case of counsel fees to the reasonable and documented fees and disbursements of a single law firm as counsel to the Lenders and the fees Agents taken as a whole, and expenses of special external one local counsel for to the Lenders and the Agents taken as a whole in any relevant material jurisdiction (or, with respect to enforcement, any relevant jurisdiction) and, if a conflict exists among such Persons, one additional primary counsel and, if necessary or advisable, one local counsel in each relevant jurisdiction, (iii) to pay, indemnify, or reimburse each Lender, each Issuing Bank and the Agents for; and hold each Lender and the Agent harmless from, any and all reasonable recording and filing fees, if any, which may be payable or determined to be payable in connection with collateral issues but excluding the execution and delivery of or consummation or administration of any amounts for services rendered by internal counsel) and (ii) of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent relating hereto under or in respect of , this Agreement, the other Loan Documents and thereto includingany such other documents and (iv) to pay, without limitationindemnify or reimburse each Lender, each Issuing Bank, each Agent, the Arrangers, their respective affiliates, and their respective officers, directors, members employees, advisors, agents and controlling persons (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, claims (including Environmental Claims), actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (limited to, in the case of counsel, the reasonable and documented fees and disbursements of a single law firm as counsel to the Indemnitees taken as a whole and one local counsel to the Indemnitees taken as a whole in any relevant jurisdiction and, if a conflict exists among such Persons, one additional primary counsel and, if necessary or advisable, one local counsel (plus if applicable, any such amendmentsadditional counsel in the event of a conflict) in each relevant jurisdiction), waivers whether direct, indirect, special or consents resulting from consequential, incurred by an Indemnitee or related to asserted against any work-outIndemnitee arising out of, re-negotiation in connection with, or restructure relating to as a result of (A) the execution, enforcement or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the Borrower under this Credit Agreement and (b) parties hereto or thereto of their respective obligations hereunder or thereunder or the Agent and each Lender in connection with enforcement consummation of the Credit Documents and transactions contemplated hereby, (B) any Loan or the documents and instruments referred to thereinuse or proposed use of the proceeds thereof, including but not limited to(C) any actual or alleged presence or Release of Hazardous Materials on, at, under or from any work-outproperty owned, re-negotiation occupied or restructure relating to the performance operated by the Borrower under this Credit Agreement, including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent and each of the Lenders (including the allocated costs of internal counsel). In addition, the Borrower agrees to pay, upon demand, for the separate account of Agent, audit, appraisal, and valuation fees and charges as follows: (i) a fee of $750 per day, per auditor, plus out-of-pocket expenses for each financial audit performed by personnel employed by Agent, (ii) if implemented, a one time charge of $3,000 plus out-of-pocket expenses for expenses for the establishment of electronic collateral reporting systems, (iii) a fee of $1,500 per day per appraiser, plus out-of-pocket expenses, for each appraisal of the Collateral performed by personnel employed by Agent, and (iv) the actual charges paid or incurred by Agent if it elects to employ the services of one or more third Persons to perform financial audits, to appraise the Collateral, or any portion thereof, or to assess the Borrower's (or any of its Subsidiaries', or any liability under any Environmental Law related in any way to the Borrower or any of its Subsidiaries or any of their respective properties, or (D) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by any third party or by the Borrower or any other Loan Party or their respective equity holders, affiliates, creditors or security holders, and regardless of whether any Indemnitee is a party thereto (all the foregoing in this clause (iv), collectively, the “Indemnified Liabilities”), but excluding, in each case, Taxes other than any Taxes that represent losses, claims or damages arising from a non-tax claim; provided that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities (x) are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence, bad faith, willful misconduct or material breach of its obligations under this Agreement of such Indemnitee or any of its Related Parties or (y) resulted from any dispute that does not involve an act or omission by the Borrower or any of its affiliates, shareholders, partners or other equity holders and that is brought by an Indemnitee or any of its Related Parties against another Indemnitee or any of its Related Parties other than any claims against an Indemnitee in its capacity or in fulfilling its role as an Agent or an Arranger. No Indemnitee shall be liable for any damages arising from the use by unauthorized persons of information or other materials sent through electronic, telecommunications or other information transmission systems. No Indemnitee shall assert against any Loan Party and no Loan Party shall assert against any Indemnitee, and each Indemnitee and each Loan Party hereby waives, any special, punitive, indirect or consequential or exemplary damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date) provided that nothing contained in this sentence shall limit any Indemnitee’s indemnification and reimbursement obligations to the extent such special, indirect, consequential or punitive damages are included in any third party claim with respect to which such Indemnified Party is entitled to indemnification hereunder. Without limiting the foregoing, and to the extent permitted by applicable Law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries so to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 9.5 shall be payable not later than 30 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 9.5 shall be submitted to the Borrower at the address of the Borrower set forth in Section 9.2, or to such other Person or address as may be hereafter designated by the Borrower in a notice to the Administrative Agent. The agreements in this Section 9.5 shall survive the termination of the Commitments and the repayment of the Loans and all other amounts payable hereunder. (b) Without duplication of Section 2.17(d) or clause (a) above, Borrower agrees (i) to hold each Lender and each Agent harmless from, any and all reasonable recording and filing fees and any and all reasonably liability with respect to, or resulting from any delay in paying Other Taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents and (ii) to hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, claims (including Environmental Claims), actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (limited to, in the case of counsel, the reasonable and documented fees and disbursements of a single law firm as counsel to the Indemnitees taken as a whole and one local counsel to the Indemnitees taken as a whole in any relevant jurisdiction and, if a conflict exists among such Persons, one additional primary counsel and, if necessary or advisable, one local counsel (plus if applicable, any additional counsel in the event of a conflict) in each relevant jurisdiction) whether direct, indirect, special or consequential, incurred by an Indemnitee or asserted against any Indemnitee arising out of, in connection with, or as a result of (A) the execution, enforcement or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (B) any Loan or the use or proposed use of the proceeds thereof, (C) any actual or alleged presence or Release of Hazardous Materials on, at, under or from any property owned, occupied or operated by the Borrower or any of its Subsidiaries, or any liability under any Environmental Law related in any way to the Borrower or any of its Subsidiaries or any of their respective properties, or (D) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by any third party or by the Borrower or any other Loan Party or their respective equity holders, affiliates creditors or security holders, and regardless of whether any Indemnitee is a party thereto, but excluding, in each case of this clause (ii), Taxes other than any Taxes that represent losses, claims or damages arising from a non-tax claim; provided that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities (x) are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence, bad faith, willful misconduct or material breach of its obligations under this Agreement of such Indemnitee or any of its Related Parties or (y) resulted from any dispute that does not involve an act or omission by the Borrower or any of its affiliates, shareholders, partners or other equity holders and that is brought by an Indemnitee or any of its Related Parties against another Indemnitee or any of its Related Parties other than any claims against an Indemnitee in its capacity or in fulfilling its role as the Administrative Agent, the Collateral Agent or an Arranger.

Payment of Expenses; Indemnification. (a) The Borrower agrees Borrowers agree (i) to pay, upon demand, pay or reimburse the Administrative Agent and the Co-Lead Arrangers for all reasonable their out-of-pocket costs and expenses of (a) the Agent and each Lender incurred in connection with (i) the negotiationdevelopment, preparation, negotiation, execution and delivery syndication of this Credit Agreement and the any Notes and any other Credit Documents documents prepared in connection herewith, and the documents consummation of the transactions contemplated hereby and instruments referred to therein (thereby, including, without limitation, the reasonable legal fees and expenses disbursements of special external Mayer, Brown, Xxxx & Maw LLP, counsel to the Agent and special external counsel to the Lenders and the Administrative Agent, but excluding all other legal fees and disbursements, (ii) to pay or reimburse the Administrative Agent for all their costs and expenses of special external counsel for the Agent incurred in connection with collateral issues but excluding any amounts for services rendered by internal counsel) and (ii) any amendment, waiver supplement or consent relating hereto and thereto including, without limitation, any such amendments, waivers modification requested by either or consents resulting from or related both Borrowers to any work-out, re-negotiation or restructure relating to the performance by the Borrower under this Credit Agreement and (b) the Agent any Notes and each Lender any other documents prepared in connection with enforcement of the Credit Documents and the documents and instruments referred to therein, including but not limited to, any work-out, re-negotiation or restructure relating to the performance by the Borrower under this Credit Agreementherewith, including, without limitation, in connection with any such enforcement, the reasonable legal fees and disbursements of counsel for to the Administrative Agent, but excluding all other legal fees and disbursements, and (iii) to pay or reimburse the Administrative Agent and each of the Lenders in connection with the enforcement or preservation of any rights under this Agreement, any Notes and any such other documents, including, without limitation, legal fees and disbursements of counsel to the Administrative Agent and counsel to each Lender. (b) The Borrowers shall indemnify the Administrative Agent, the Syndication Agent, the Co-Documentation Agents, the Co-Lead Arrangers, and the Lenders and any of their respective Affiliates, and their respective directors, officers, employees and agents (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the allocated costs fees, charges and disbursements of internal counsel). In additionany counsel for any Indemnitee, the Borrower agrees to payincurred by or asserted against any Indemnitee arising out of, upon demandin connection with, for the separate account or as a result of Agent, audit, appraisal, and valuation fees and charges as follows: (i) a fee the execution or delivery of $750 per daythis Agreement or any agreement or instrument contemplated hereby, per auditor, plus out-of-pocket expenses for each financial audit performed the performance by personnel employed by Agentthe parties hereto of their respective obligations hereunder or the consummation of the transactions contemplated hereby, (ii) if implementedany Loan or the use of the proceeds therefrom, a one time charge of $3,000 plus out-of-pocket expenses for expenses for the establishment of electronic collateral reporting systems, or (iii) a fee of $1,500 per day per appraiserany actual or prospective claim, plus out-of-pocket expenseslitigation, for each appraisal investigation or proceeding relating to any of the Collateral performed by personnel employed by Agentforegoing, and (iv) the actual charges paid or incurred by Agent if it elects to employ the services of one or more third Persons to perform financial auditswhether based on contract, to appraise the Collateral, tort or any portion thereofother theory and regardless of whether any Indemnitee is a party thereto; provided, that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or to assess related expenses resulted in whole or in part from the Borrower's (gross negligence or any willful misconduct of its Subsidiaries')such Indemnitee.

Payment of Expenses; Indemnification. The Borrower agrees (a) to pay, upon demand, pay or reimburse the Arranger and the Administrative Agent for all their reasonable out-of-pocket costs and expenses of (a) the Agent and each Lender incurred in connection with the syndication of the Facilities (iother than fees payable to syndicate members) and the negotiationdevelopment, preparationpreparation and execution of, execution and delivery of any amendment, supplement or modification to, this Credit Agreement and the other Credit Loan Documents and any other documents prepared in connection herewith or therewith, and the documents consummation and instruments referred to therein (administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements and other charges of counsel to each of the Arranger and the Administrative Agent and the charges of IntraLinks; provided that, so long as no Default or Event of Default exists and is continuing, reimbursement of the Administrative Agent’s expenses in connection with visits pursuant to Section 6.6 shall be limited to reimbursement of special external one visit per quarter, (b) to pay or reimburse each Lender, the Arranger and the Administrative Agent for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including, without limitation, the fees and disbursements of counsel to each Lender and of counsel to the Arranger and the Administrative Agent and special external counsel the charges of IntraLinks; provided that if no Default or Event of Default exists, such reimbursement for legal fees and disbursements shall be limited to the Lenders and the fees and expenses disbursements of special external one primary counsel for plus the fees and disbursements of any local and specialist counsel engaged by the Administrative Agent, (c) to pay, indemnify, and hold each Lender, the Arranger and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with collateral issues but excluding the execution and delivery of, or consummation or administration of any amounts for services rendered by internal counsel) and (ii) of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender, the Arranger, the Administrative Agent, their respective affiliates, and their respective officers, directors, partners, trustees, employees, affiliates, shareholders, attorneys and other advisors, agents, attorneys–in–fact and controlling persons (each, an “Indemnitee”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to or arising out of any claim, proceeding, litigation, or other action concerning or relating hereto to the execution, delivery, enforcement, performance and thereto administration of this Agreement, the other Loan Documents and any such other documents, including, without limitation, any such amendments, waivers or consents resulting from or related to any work-out, re-negotiation or restructure of the foregoing relating to the performance use of proceeds of the Loans or Letters of Credit, the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of any Loan Party or any of the Properties or the use by the Borrower under this Credit Agreement unauthorized persons of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons and (b) the Agent to reimburse them for all fees and each Lender disbursements and other charges of legal counsel in connection with enforcement of claims, actions or proceedings by any Indemnitee against the Credit Documents and Borrower hereunder (all the documents and instruments referred foregoing in this clause (d), collectively, the “Indemnified Liabilities”), provided, that the Borrower shall have no obligation hereunder to therein, including but not limited to, any work-out, re-negotiation or restructure relating Indemnitee with respect to Indemnified Liabilities to the performance extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted solely and proximately from the Borrower under this Credit Agreementgross negligence, includingbad faith or willful misconduct of such Indemnitee. Without limiting the foregoing, without limitation, in connection with any such enforcement, and to the reasonable fees and disbursements of counsel for the Agent and each of the Lenders (including the allocated costs of internal counsel). In additionextent permitted by applicable law, the Borrower agrees not to pay, upon demand, for the separate account of Agent, audit, appraisalassert and to cause its Subsidiaries not to assert, and valuation fees hereby waives and charges as follows: agrees to cause its Subsidiaries so to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee, provided, that the Borrower shall not waive (ior cause its Subsidiaries to waive) a fee any such rights for contribution or other rights of $750 per dayrecovery to the extent such claims, per auditordemands, plus out-of-pocket expenses for each financial audit performed by personnel employed by Agentpenalties, (ii) if implementedfines, a one time charge of $3,000 plus out-of-pocket expenses for expenses for the establishment of electronic collateral reporting systems, (iii) a fee of $1,500 per day per appraiser, plus out-of-pocket expenses, for each appraisal of the Collateral performed by personnel employed by Agent, and (iv) the actual charges paid or incurred by Agent if it elects to employ the services of one or more third Persons to perform financial audits, to appraise the Collateralliabilities, or any portion thereofother expenses are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted solely and proximately from the gross negligence, bad faith or willful misconduct of such Indemnitee. All amounts due under this Section shall be payable not later than five days after written demand therefor. Statements payable by the Borrower pursuant to this Section shall be submitted to the Borrower in accordance with Section 10.2, or to assess such other Person or address as may be hereafter designated by the Borrower's (or any Borrower in a written notice to the Administrative Agent. The agreements in this Section shall survive repayment of its Subsidiaries')the Loans and Letters of Credit and all other amounts payable hereunder.

Payment of Expenses; Indemnification. The Borrower agrees (a) to pay, upon demand, pay or reimburse the Agents for all their reasonable and documented out-of-pocket costs and expenses of (awithout duplication) the Agent and each Lender incurred in connection with (i) the negotiation, preparation, preparation and execution and delivery of of, and any amendment, supplement, waiver or modification to, this Credit Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the documents consummation and instruments referred administration of the transactions contemplated hereby and thereby (limited (i) in the case of legal fees and expenses, to therein the reasonable documented fees, disbursements and other charges of Xxxx Xxxxxxxx LLP (includingor such other counsel as may be agreed by the Administrative Agent and the Borrower) and, without limitationif reasonably necessary, of a single firm of local counsel in each relevant jurisdiction, excluding in all cases allocated costs of in-house counsel, and (ii) in the case of fees and expenses related to any other advisor or consultant, solely to the extent the Borrower has consented to the retention or engagement of such Person), (b) to pay or reimburse each Agent for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the reasonable other Credit Documents and any other documents delivered in connection herewith or therewith upon the occurrence and during the continuance of an Event of Default (limited, in the case of legal fees and expenses of special external counsel the Agents, the Letter of Credit Issuer and the Lenders (taken as a whole), to the reasonable documented fees, disbursements and other charges of Xxxx Xxxxxxxx LLP (or such other counsel as may be agreed by the Administrative Agent and special external the Borrower) and (x) if reasonably necessary, of a single firm of local counsel to the Lenders a single firm of local counsel in each relevant jurisdiction and the fees and expenses (y) if there is an actual conflict of special external interest, one additional counsel for the Agent affected similarly situated (taken as a whole) Persons), in connection with collateral issues but each case excluding in all cases allocated costs of in-house counsel, and (c) to pay, indemnify, and hold harmless each Lender, each Agent, the Letter of Credit Issuer and their respective Affiliates, directors, officers, members, controlling persons, employees, trustees, investment advisors, and agents and successors of the foregoing (in each case, excluding any amounts Excluded Affiliate, the “Indemnified Persons”) from and against any and all actual losses, damages, claims, expenses or liabilities of any kind or nature whatsoever (limited (i) in the case of legal fees and expenses, to the reasonable and documented fees, disbursements, and other charges of one primary counsel and, if reasonably necessary, one local counsel in each relevant jurisdiction for services rendered by internal all such Indemnified Persons (taken as a whole) and, if there is an actual conflict of interest, one additional counsel for the affected Indemnified Persons similarly situated (taken as a whole), in each case excluding in all cases allocated costs of in-house counsel) , and (ii) any amendment, waiver or consent relating hereto in the case of fees and thereto including, without limitation, any such amendments, waivers or consents resulting from or expenses related to any work-outother advisor or consultant, re-negotiation solely to the extent the Borrower has consented to the retention or restructure engagement of such Person in writing), in each case to the extent arising out of or relating to the performance any claim, litigation or other proceeding, regardless whether any such Indemnified Person is a party thereto or whether such claim, litigation or other proceeding is brought by a third party or by the Borrower under or any of its Affiliates, that is related to the execution, delivery, enforcement, performance, and administration of this Agreement, the other Credit Agreement Documents and other documents delivered in connection herewith or therewith or the use of proceeds of any Credit Facility (ball the foregoing in this clause (c), collectively, the “Indemnified Liabilities”); provided that the Borrower shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities (i) resulting from disputes between and among any Indemnified Persons (or any of such Indemnified Person’s Affiliates or any of its or their respective officers, directors, employees, agents, controlling persons, members or the successors of any of the foregoing) that does not involve an act or omission by the Borrower or any of its Subsidiaries (other than any claims against the Administrative Agent or any Joint Lead Arranger in their respective capacities as such, subject to the immediately succeeding clause (ii)), (ii) to the extent it has been determined by a final non-appealable judgment of a court of competent jurisdiction to have resulted from (x) the Agent gross negligence, bad faith or willful misconduct of such Indemnified Person (or any of such Indemnified Person’s Affiliates or any of its or their respective officers, directors, employees, agents, controlling persons, members or the successors of any of the foregoing) or (y) a material breach of any Credit Document by such Indemnified Person (or any of such Indemnified Person’s Affiliates or any of its or their respective officers, directors, employees, agents, controlling persons, members or the successors of any of the foregoing) or (iii) in its capacity as a financial advisor to the Borrower and each Lender any of its Subsidiaries in connection with enforcement the Transactions. No Person entitled to indemnification under Section 13.5(c) and no other Person party to this Agreement shall be liable (1) for any damages to any other Indemnified Person or party hereto arising from the use by others of the Credit Documents and the documents and instruments referred to therein, including but not limited to, any work-out, re-negotiation information or restructure relating to the performance by the Borrower under this Credit Agreement, including, without limitation, other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement except to the extent that such damage resulted from bad faith, willful misconduct or gross negligence of such Indemnified Person, such other Person or any of such Indemnified Person’s or such other Person’s Affiliates or any of its or their respective officers, directors, employees, agents, controlling persons, members or the successors of any of the foregoing or (2) for any special, punitive, indirect or consequential damages relating to this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date); provided, that this clause (2) shall not limit the Borrower’s indemnity or reimbursement obligations to the extent such special, punitive, indirect or consequential damages are included in any claim by a third party with respect to which the applicable Indemnified Person is entitled to indemnification in accordance with Section 13.5(c). All amounts due under this Section 13.5 shall be paid within thirty (30) days after written demand therefor (together with backup documentation supporting such reimbursement request); provided, however, that an Indemnified Person shall promptly refund any amount to the extent that there is a final judicial or arbitral determination that such Indemnified Person was not entitled to indemnification rights with respect to such payment pursuant to this Section 13.5. The Borrower shall not be liable for any settlement of any proceeding effected without the Borrower’s written consent (which consent shall not be unreasonably withheld or delayed), but if settled with the Borrower’s written consent or if there is a final and non-appealable judgment by a court of competent jurisdiction for the plaintiff in any such enforcement, the reasonable fees and disbursements of counsel for the Agent and each of the Lenders (including the allocated costs of internal counsel). In additionproceeding, the Borrower agrees to payindemnify and hold harmless each Indemnified Person from and against any and all actual losses, upon demanddamages, for the separate account of Agentclaims, audit, appraisalliabilities, and valuation fees reasonable and charges as follows: (i) a fee of $750 per day, per auditor, plus documented legal or other out-of-pocket expenses for each financial audit performed by personnel employed reason of such settlement or judgment in accordance with, and to the extent provided in, the other provisions of this Section 13.5. Holdings, the Borrower and their respective Subsidiaries shall not, without the prior written consent of any Indemnified Person (which consent shall not be unreasonably withheld or delayed), effect any settlement of any pending or threatened proceedings in respect of which indemnity could have been sought hereunder by Agent, such Indemnified Person unless such settlement (i) includes an unconditional release of such Indemnified Person in form and substance reasonably satisfactory to such Indemnified Person from all liability or claims that are the subject matter of such proceedings and (ii) if implementeddoes not include any statement as to or any admission of fault, culpability, wrongdoing or a one time charge failure to act by or on behalf of $3,000 plus out-of-pocket expenses for expenses for any Indemnified Person. Each Indemnified Person, by its acceptance of the establishment benefits of electronic collateral reporting systemsthis Section 13.5, (iii) a fee agrees to refund and return any and all amounts paid by the Borrower to it if, pursuant to limitations on indemnification set forth in this Section 13.5, such Indemnified Person was not entitled to receipt of $1,500 per day per appraisersuch amounts. The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder. This Section 13.5 shall not apply with respect to Taxes, plus out-of-pocket other than any Taxes that represent liabilities, obligations, losses, damages, penalties, judgments, costs, expenses, for each appraisal of the Collateral performed by personnel employed by Agentor disbursements, and (iv) the actual charges paid or incurred by Agent if it elects to employ the services of one or more third Persons to perform financial auditsetc., to appraise the Collateral, or arising from any portion thereof, or to assess the Borrower's (or any of its Subsidiaries')non-Tax claim.

Payment of Expenses; Indemnification. The Borrower agrees (a) to pay, upon demand, pay or reimburse the Agents for all their reasonable and documented out-of-pocket costs and expenses of (a) the Agent and each Lender incurred in connection with (i) the negotiation, preparation, preparation and execution and delivery of of, and any amendment, waiver, supplement or modification to, this Credit Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of Xxxxxx Xxxxxx & Xxxxxxx LLP and Xxxxx Xxxxx LLP, in theirits capacity as counsel to the Lead Arrangers, the Joint Bookrunners and the Senior Managing Agents, and one counsel in each appropriate local jurisdiction (excluding any allocated costs of in-house counsel), (b) to pay or reimburse each Issuing Bank and Agent for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, -184- 727670773 12335469 the other Credit Documents and any such other documents, in each case, whether before or after the occurrence of an Event of Default, including the reasonable fees, disbursements and other charges of one counsel, and one counsel in each appropriate local jurisdiction to the Administrative Agent, Collateral Agent and the other Agents (unless there is an actual or perceived conflict of interest in which case each such Person may, with the Borrower’s consent (not to be unreasonably withheld or delayed), retain its own counsel), (c) to pay, indemnify, and hold harmless each Lender, Issuing Bank and Agent from, any and all recording and filing fees and (d) to pay, indemnify, and hold harmless each Lender, Issuing Bank and Agent and their respective Related Parties from and against any and all other liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, whether or not such proceedings are brought by the Borrower, any of its Related Parties or any other third Person, including reasonable and documented fees, disbursements and other charges of one primary counsel for all such Persons, taken as a whole, and, if necessary, by a single firm of local counsel in each appropriate jurisdiction for all such Persons, taken as a whole (unless there is an actual or perceived conflict of interest in which case each such Person may, with the consent of the Borrower (not to be unreasonably withheld or delayed), retain its own counsel), with respect (i) the execution, delivery, enforcement, performance and administration of this Agreement, the other Credit Documents and any such other documents and (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by any Issuing Bank 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), including, without limitation, any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law (other than by such indemnified person or any of its Related Parties (other than any trustee or advisor)) or to any actual or alleged presence, release or threatened release of Hazardous Materials involving or attributable to the Borrower, any of its Subsidiaries or any of the Oil and instruments referred Gas Properties (all the foregoing in this clause (d), collectively, the “Indemnified Liabilities”); provided that the Borrower shall have no obligation hereunder to therein any Agent or any Lender or any of their respective Related Parties with respect to Indemnified Liabilities to the extent to have resulted from (i) the gross negligence, bad faith or willful misconduct of the party to be indemnified or any of its Related Parties as determined by a final non-appealable judgment of a court of competent jurisdiction, (ii) any material breach of any Credit Document by the party to be indemnified or (iii) disputes, claims, demands, actions, judgments or suits not arising from any act or omission by the Borrower or its Affiliates, brought by an indemnified Person against any other indemnified Person (other than disputes, claims, demands, actions, judgments or suits involving claims against any Agent in its capacity as such). No Person entitled to indemnification under clause (d) of this Section 13.5 shall be liable for any damages arising from the use by others of any information or other materials obtained through internet, electronic, telecommunications or other information transmission systems (including IntraLinks or SyndTrak Online) in connection with this Agreement, except to the extent that such damages have resulted from the willful misconduct, bad faith or gross negligence of the party to be indemnified or any of its Related Parties (as determined by a court of competent jurisdiction in a final and non-appealable decision), nor (except solely as a result of the indemnification obligations of the Borrower or any of its Subsidiaries set forth above) shall any such Person, the Borrower or any of its Subsidiaries have any liability for any special, punitive, indirect or consequential damages (including, without limitation, the reasonable fees and expenses any loss of special external counsel to the Agent and special external counsel to the Lenders and the fees and expenses of special external counsel for the Agent in connection with collateral issues but excluding any amounts for services rendered by internal counsel) and (ii) any amendmentprofits, waiver business or consent relating hereto and thereto including, without limitation, any such amendments, waivers or consents resulting from or related to any work-out, re-negotiation or restructure relating to the performance by the Borrower under this Credit Agreement and (b) the Agent and each Lender in connection with enforcement of the Credit Documents and the documents and instruments referred to therein, including but not limited to, any work-out, re-negotiation or restructure relating to the performance by the Borrower under this Credit Agreement, including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent and each of the Lenders (including the allocated costs of internal counsel). In addition, the Borrower agrees to pay, upon demand, for the separate account of Agent, audit, appraisal, and valuation fees and charges as follows: (i) a fee of $750 per day, per auditor, plus out-of-pocket expenses for each financial audit performed by personnel employed by Agent, (ii) if implemented, a one time charge of $3,000 plus out-of-pocket expenses for expenses for the establishment of electronic collateral reporting systems, (iii) a fee of $1,500 per day per appraiser, plus out-of-pocket expenses, for each appraisal of the Collateral performed by personnel employed by Agent, and (iv) the actual charges paid or incurred by Agent if it elects to employ the services of one or more third Persons to perform financial audits, to appraise the Collateral, or any portion thereof, or to assess the Borrower's (or any of its Subsidiaries')anticipated -185- 727670773 12335469

Payment of Expenses; Indemnification. The Borrower agrees to payagrees, upon in each case within thirty days of written demand, (a) to pay or reimburse the Agents for all their reasonable and documented out-of-pocket costs and expenses of (awithout duplication) the Agent and each Lender incurred in connection with (i) the negotiation, preparation, preparation and execution and delivery of of, and any amendment, supplement, waiver or modification to, this Credit Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the documents consummation and instruments referred administration of the transactions contemplated hereby and thereby (limited (i) in the case of legal fees and expenses, to therein (including, without limitation, the reasonable fees and expenses of special external counsel to the Agent and special external counsel to the Lenders and the fees and expenses of special external counsel for the Agent in connection with collateral issues but excluding any amounts for services rendered by internal counsel) and (ii) any amendment, waiver or consent relating hereto and thereto including, without limitation, any such amendments, waivers or consents resulting from or related to any work-out, re-negotiation or restructure relating to the performance by the Borrower under this Credit Agreement and (b) the Agent and each Lender in connection with enforcement of the Credit Documents and the documents and instruments referred to therein, including but not limited to, any work-out, re-negotiation or restructure relating to the performance by the Borrower under this Credit Agreement, including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent and each of the Lenders (including the allocated costs of internal counsel). In addition, the Borrower agrees to pay, upon demand, for the separate account of Agent, audit, appraisal, and valuation fees and charges as follows: (i) a fee of $750 per day, per auditor, plus out-of-pocket expenses for of Xxxx Xxxxxxxx, LLP, as counsel to the Agents and, if reasonably necessary, of a single firm counsel in each financial audit performed by personnel employed by Agentrelevant material jurisdiction, in each case, shall exclude allocated costs of in-house counsel, and (ii) if implementedin the case of fees and expenses related to any other advisor or consultant, solely to the extent the Borrower has consented to the retention or engagement of such Person), (b) to pay or reimburse each Agent for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any other documents delivered in connection herewith or therewith upon the occurrence and during the continuance of an Event of Default (limited, in the case of legal fees and expenses of the Agents, the Letter of Credit Issuer and the Lenders (taken as a one time charge of $3,000 plus whole), to the reasonable and documented fees reasonable and documented out-of-pocket expenses for expenses for of Xxxx Xxxxxxxx LLP (or such other counsel as may be agreed by the establishment of electronic collateral reporting systems, (iiiAdministrative Agent and the Borrower) a fee of $1,500 per day per appraiser, plus out-of-pocket expenses, for each appraisal of the Collateral performed by personnel employed by Agent, and (ivx) the actual charges paid or incurred by Agent if it elects to employ the services reasonably necessary, of one or more third Persons to perform financial audits, to appraise the Collateral, or any portion thereof, or to assess the Borrower's (or any a single firm of its Subsidiaries')local counsel in each relevant material jurisdiction and

Payment of Expenses; Indemnification. The Borrower agrees to pay, upon demand, to: (a) pay all reasonable out-of-pocket costs and expenses of (ai) the Agent and each Lender in connection with (iA) the syndication, negotiation, preparation, execution execution, delivery, administration and delivery monitoring of this Credit Agreement and the other Credit Documents and the documents and instruments referred to therein or executed in connection therewith, including evaluating the compliance by the Credit Parties with law and the provisions of such documents (including, without limitation, the reasonable fees and expenses of special external counsel to the Agent and special external counsel to the Lenders and the fees and expenses of special external counsel for the Agent in connection with collateral issues but excluding any amounts for services rendered by internal counsel) and all due diligence, appraisal, field exam, environmental audit and other similar costs), and (iiB) any amendment, waiver or consent relating hereto and thereto including, without limitation, any such amendments, waivers or consents resulting from or related to any work-out, re-negotiation or restructure relating to the performance by the Borrower Credit Parties under this Credit Agreement and the other Credit Documents and (bii) the Agent and each Lender the Lenders in connection with enforcement of the Credit Documents and the documents and instruments referred to thereintherein or executed in connection therewith, including but not limited to, any work-out, re-negotiation or restructure relating to the performance by the Borrower Credit Parties under this Credit AgreementAgreement or the other Credit Documents, including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent and each of the Lenders (including the allocated costs of internal counsel). The Borrower shall indemnify, defend and hold harmless the Agent, the Issuing Bank and each of the Lenders and their respective directors, officers, agents, employees and counsel from and against (x) any and all losses, claims, damages, liabilities, deficiencies, judgments or expenses incurred by any of them (except to the extent that it is finally judicially determined to have resulted from their own gross negligence or willful misconduct) arising out of or by reason of any litigation, investigation, claim or proceeding which arises out of or is in any way related to (i) this Credit Agreement, any Letter of Credit or the transactions contemplated thereby, (ii) any actual or proposed use by the Borrower of the proceeds of the Loans or (iii) the Agent's, the Issuing Bank's or the Lenders' entering into this Credit Agreement, the other Credit Documents or any other agreements and documents relating hereto, including, without limitation, amounts paid in settlement, court costs and the fees and disbursements of counsel incurred in connection with any such litigation, investigation, claim or proceeding or any advice rendered in connection with any of the foregoing and (y) any such losses, claims, damages, liabilities, deficiencies, judgments or expenses incurred in connection with any remedial or other action taken by the Borrower or any of the Lenders in connection with compliance by the Borrower or any of its Subsidiaries, or any of their respective properties, with any federal, state or local environmental laws, acts, rules, regulations, orders, directions, ordinances, criteria or guidelines. If and to the extent that the obligations of the Borrower hereunder are unenforceable for any reason, the Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of such obligations which is permissible under applicable law. The Borrower's obligations under this SECTION 14.7 shall survive any termination of this Credit Agreement and the other Credit Documents and the payment in full of the Obligations, and are in addition to, and not in substitution of, any other of their Obligations set forth in this Credit Agreement. In addition, the Borrower agrees to payshall, upon demand, for pay to the separate account Agent or any Lender all costs and expenses (including the reasonable fees and disbursements of Agentcounsel, audit, appraisalfinancial consultants, and valuation fees and charges as follows: (iother professionals) a fee of $750 per day, per auditor, plus out-of-pocket expenses for each financial audit performed by personnel employed by Agent, (ii) if implemented, a one time charge of $3,000 plus out-of-pocket expenses for expenses for the establishment of electronic collateral reporting systems, (iii) a fee of $1,500 per day per appraiser, plus out-of-pocket expenses, for each appraisal of the Collateral performed by personnel employed by Agent, and (iv) the actual charges paid or incurred by Agent if it elects to employ the services Agent, the Issuing Bank or such Lender in (A) enforcing or defending its rights under or in respect of one or more third Persons to perform financial auditsthis Credit Agreement, to appraise the Collateral, other Credit Documents or any portion thereofother document or instrument now or hereafter 123 executed and delivered in connection herewith, (B) in collecting the Loans, (C) in foreclosing or to assess otherwise collecting upon the Borrower's (Collateral or any part thereof and (D) obtaining any legal, accounting or other advice in connection with any of its Subsidiaries')the foregoing.

Payment of Expenses; Indemnification. The Borrower agrees agrees, within thirty (30) days after written demand therefor (including documentation reasonably supporting such request), or, in the case of expenses of the type described in clause (a) below incurred prior to paythe Closing Date, upon demandon the Closing Date, (a) to pay or reimburse the Agents and the Lenders for all their reasonable and documented out-of-pocket costs and expenses of (a) the Agent and each Lender incurred in connection with (i) the negotiation, preparation, execution execution, delivery, negotiation and delivery administration of this Credit Agreement (including the B-3 Re-allocation) and the other Credit Documents and any other documents prepared in connection herewith or therewith (including any amendment or waiver with respect thereto), and the documents consummation and instruments referred administration of the transactions contemplated hereby and thereby, limited, in the case of legal expenses, to therein (including, without limitation, the reasonable and documented fees, disbursements and other expenses of Xxxx, Xxxx, Xxxxx, Ropes & Gray LLP, Debevoise & Xxxxxxxx LLP, and to the extent reasonably advisable, one local counsel for the applicable parties or groups in each relevant material jurisdiction and reasonable and documented fees and expenses of special external counsel to the Agent and special external counsel to the Lenders and the fees and expenses of special external counsel for the Agent in connection with collateral issues but excluding any amounts for services rendered by internal counsel) and (ii) any amendmentCenterview Partners, waiver or consent relating hereto and thereto includingXxxxxxx & Xxxxxx, without limitationXxxxx Xxxx Xxxxxxx & Xxxxxxx LLP, any such amendmentsFTI Consulting, waivers or consents resulting from or related to any work-outInc., re-negotiation or restructure relating to the performance by the Borrower under this Credit Agreement and (b) the to pay or reimburse each Agent and each Lender in connection with enforcement of the Credit Documents and the documents and instruments referred to therein, including but not limited to, any work-out, re-negotiation or restructure relating to the performance by the Borrower under this Credit Agreement, including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent and each of the Lenders (including the allocated costs of internal counsel). In addition, the Borrower agrees to pay, upon demand, for the separate account of Agent, audit, appraisal, and valuation fees and charges as follows: (i) a fee of $750 per day, per auditor, plus all their documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents, limited, in the case of legal expenses, to the reasonable and documented attorneys’ fees and expenses of (x) the counsel named in clause (a) above for the applicable parties or groups and any local counsel for the applicable parties or groups for each financial audit performed by personnel employed by jurisdiction, the extent advisable or (y) otherwise one primary counsel for the Agent, one primary counsel to the Lenders taken as a whole (iiand additional conflict counsel for similarly situated Lenders as a group) if implementedand one local counsel for each relevant jurisdiction), a one time charge (c) to pay, indemnify, and hold harmless each Lender and each Agent from, any and all recording and filing fees and (d) to pay, indemnify, and hold harmless each Lender and each Agent and their respective Affiliates, and the directors, officers, partners, managers, employee, agents (including sub-agents and co-agents), advisors, attorneys-in-fact, trustees, controlling persons, and members of $3,000 plus any of the foregoing, from and against any and all other liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable and documented out-of-pocket expenses for expenses for fees, disbursements and other charges (in the establishment case of electronic collateral reporting systems, (iii) a fee of $1,500 per day per appraiser, plus out-of-pocket legal expenses, for each appraisal subject to the same limitation set forth in clause (b) above) or, with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Credit Documents and any such other documents, including, any of the Collateral performed foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law (other than by personnel employed by Agent, and (iv) the actual charges paid or incurred by Agent if it elects to employ the services of one or more third Persons to perform financial audits, to appraise the Collateral, or any portion thereof, or to assess the Borrower's (such indemnified person or any of its Subsidiaries'Related Parties (other than trustees and advisors)) or to any actual or alleged presence, release or threatened release into the environment of Hazardous Materials attributable to the operations of Holdings, the Borrower, any of the Borrower’s Subsidiaries or any of the Real Estate (all the foregoing in this clause (c), collectively, the “indemnified liabilities”) (SUBJECT TO THE PROVISO BELOW, WHETHER OR NOT CAUSED BY OR ARISING IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE ORDINARY NEGLIGENCE OF THE INDEMNIFIED PERSON); provided that neither the Borrower nor any other Credit Party shall have any obligation hereunder to any Agent or any Lender or any of their respective Related Parties with respect to indemnified liabilities to the extent they result from (X) with respect to the Lenders and their Related Parties, (A) the gross negligence, bad faith or willful misconduct of such indemnified Person or any of its Related Parties as determined by a final non-appealable judgment of a court of competent jurisdiction, (B) a material breach of the obligations of such indemnified Person or any of its Related Parties under the Credit Documents as determined by a final non-appealable judgment of a court of competent jurisdiction, (C) disputes not involving an act or omission of Holdings, the Borrower or any other Credit Party and that is brought by an indemnified Person against any other indemnified Person, other than any claims against any indemnified Person in its capacity or in fulfilling its role as an Agent or any similar role under the Credit Facilities or (D) any settlement effected without the Borrower’s prior written consent, but if settled with the Borrower’s prior written consent (not to be unreasonably withheld, delayed, conditioned or denied) or if there is a final non-appealable judgment in any such proceeding, the Borrower will indemnify and hold harmless such indemnified Person from and against any and all losses, claims, damages, liabilities and expenses by reason of such settlement or judgment in accordance with this Section 13.5, and (Y) with respect to the Agents and their Related Parties, the gross negligence or willful misconduct of such indemnified Person or any of its Related Parties as determined by a final non-appealable judgment of a court of competent jurisdiction. All amounts payable under this Section 13.5 shall be paid within 30 days of receipt by the Borrower of an invoice relating thereto setting forth such expense in reasonable detail. The agreements in this Section 13.5 shall survive repayment of the Term Loans and all other amounts payable hereunder. No Credit Party nor any indemnified Person shall have any liability for any special, punitive, indirect or consequential damages resulting from this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date) (except, in the case of the Borrower’s obligation hereunder to indemnify and hold harmless the indemnified Person, to the extent of any losses, claims, damages, liabilities and expenses incurred or paid by such indemnified Person to a third party unaffiliated with such indemnified Person). No indemnified Persons shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby, except to the extent that such damages have resulted from the willful misconduct or gross negligence of any indemnified Person or any of its Related Parties (as determined by a final non-appealable judgment of a court of competent jurisdiction). This Section 13.5 shall not apply to Taxes. Each indemnified Person, by its acceptance of the benefits of this Section 13.5, agrees to refund and return any and all amounts paid by the Borrower (or on its behalf) to it if, pursuant to limitations on indemnification set forth in this Section 13.5, such indemnified Person was not entitled to receipt of such amounts.

Payment of Expenses; Indemnification. (a) The Borrower agrees to pay, upon demand, pay all reasonable and documented out-of-pocket costs and expenses of (a) the Agent and each Lender the Lead Arrangers and their respective Affiliates in connection with (i) the syndication, negotiation, preparation, execution execution, delivery, administration and delivery monitoring of this Credit Agreement and the other Credit Documents and the documents and instruments referred to therein (or executed in connection therewith, including evaluating the compliance by the Credit Parties with law and the provisions of such documents, including, without limitation, the reasonable and documented fees and expenses of special external one primary counsel to the Agent and special external the Lead Arrangers (and one local counsel in each relevant jurisdiction as reasonably necessary as determined by the Agent and, in the case of actual or perceived conflict of interest, one additional counsel as reasonably deemed to be necessary by the Lenders Agent), the reasonable and the documented fees and expenses of special external counsel for the Agent in connection with collateral issues but excluding any amounts for services rendered by internal counsel) and all due diligence, and the costs and expenses incurred in connection with all appraisals, Phase I environmental assessments and field exams, and of obtaining all Real Property Documentation, and all recording costs, fees and taxes payable in connection with the Collateral, and (ii) any amendment, waiver or consent relating hereto and thereto including, without limitation, any such amendments, waivers or consents resulting from or related to any work-out, re-negotiation or restructure relating to the performance by any of the Borrower Credit Parties under this Credit Agreement or any other Credit Documents. In addition, the Borrower shall, upon demand, pay to the Agent, the Issuing Bank and any Lender all documented costs and expenses (bincluding the reasonable and documented fees and disbursements of counsel (including allocated costs of internal counsel) and other professionals, including, financial consultants) paid or incurred by the Agent and each Agent, the Issuing Bank or such Lender in connection with enforcement (A) enforcing or defending its rights under or in respect of this Credit Agreement, the other Credit Documents or any other document or instrument now or hereafter executed and the documents and instruments referred to thereindelivered in connection herewith, including including, but not limited to, any work-out, re-negotiation or restructure relating to the performance by any of the Borrower Credit Parties under this Credit Agreement or any other Credit Documents, (B) in collecting the Loans, (C) in foreclosing or otherwise collecting upon the Collateral or any part thereof and (D) obtaining any legal, accounting or other advice in connection with any of the foregoing. (b) The Borrower shall indemnify, defend and hold harmless the Agent, the Lead Arrangers, the Issuing Bank and each of the Lenders and their respective affiliates, partners, directors, officers, agents, advisors, employees and counsel (each, an “Indemnified Person”) from and against (i) any and all losses, claims, damages, liabilities, deficiencies, judgments, costs or expenses incurred by any Indemnified Person (including reasonable and documented fees and expenses of counsel) (except as a result of (A) such Indemnified Person’s own gross negligence or willful misconduct, (B) a claim brought by any Credit Party against such Indemnified Person for breach in bad faith of such Indemnified Person’s obligations hereunder or under any other Credit Document or (C) disputes that are solely among Indemnified Persons (other than a Lead Arranger or the Agent) and do not arise from the Borrower’s or any other Credit Party’s action or inaction or breach of its obligations hereunder or under any other Credit Document or Applicable Law, in each case with respect to clauses (A), (B), or (C) above, as determined by a final non-appealable judgment of a court of competent jurisdiction) in each case arising out of or in connection with or by reason of (x) this Credit Agreement, any Letter of Credit or any other Credit Documents or the transactions contemplated hereby or thereby, (y) any actual or proposed use by the Borrower of the proceeds of the Loans, or (z) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Credit Party or any Subsidiary thereof, and regardless of whether any Indemnified Person is a party thereto, including, without limitation, amounts paid in settlement, court costs and the fees and disbursements of counsel incurred in connection with any such enforcementlitigation, investigation, claim or proceeding or any advice rendered in connection with any of the foregoing and (ii) any such losses, claims, damages, liabilities, deficiencies, judgments or expenses (including reasonable and documented fees and disbursements expenses of counsel counsel) (except to the extent that any of the foregoing resulted from (A) such Indemnified Person’s own gross negligence or willful misconduct or (B) a claim brought by any Credit Party against such Indemnified Person for breach in bad faith of such Indemnified Person’s obligations hereunder or under any other Credit Document, in each case with respect to clauses (A) or (B) above, as determined by a final non-appealable judgment of a court of competent jurisdiction) incurred in connection with any remedial or other action taken by the Agent and each Borrower or any of the Lenders (including the allocated costs of internal counsel). In addition, in connection with compliance by the Borrower agrees to pay, upon demand, for the separate account of Agent, audit, appraisal, and valuation fees and charges as follows: (i) a fee of $750 per day, per auditor, plus out-of-pocket expenses for each financial audit performed by personnel employed by Agent, (ii) if implemented, a one time charge of $3,000 plus out-of-pocket expenses for expenses for the establishment of electronic collateral reporting systems, (iii) a fee of $1,500 per day per appraiser, plus out-of-pocket expenses, for each appraisal of the Collateral performed by personnel employed by Agent, and (iv) the actual charges paid or incurred by Agent if it elects to employ the services of one or more third Persons to perform financial audits, to appraise the Collateral, or any portion thereof, or to assess the Borrower's (or any of its Subsidiaries'), or any of their respective properties, with any federal, state or local environmental laws, acts, rules, regulations, orders or ordinances. If and to the extent that the obligations of the Borrower hereunder are unenforceable for any reason, such Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of such obligations which is permissible under Applicable Law. (c) To the fullest extent permitted by law, the Borrower and each other Credit Party shall not assert, and hereby waives, any claim against any Indemnified Person, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Credit Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. (d) All amounts due under this Section shall be payable promptly after demand therefor. (e) The Borrower’s obligations under this Section 14.7 shall survive any termination of this Credit Agreement and the other Credit Documents and the payment in full of the Obligations, and are in addition to, and not in substitution of, any other of their Obligations set forth in this Credit Agreement.

Payment of Expenses; Indemnification. The (a) Each of Holdings and the Borrower, jointly and severally, agree (i) to pay or reimburse each of the Agents (promptly upon written demand (with reasonably supporting detail if the Borrower agrees to pay, upon demand, shall so request)) for all their reasonable and documented out-of-pocket costs and expenses of (awithout duplication) the Agent and each Lender incurred in connection with (i) the negotiationdevelopment, preparation, execution and delivery of, and any amendment, supplement, modification to, waiver and/or enforcement of this Credit Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the documents consummation and instruments referred to therein (includingadministration of the transactions contemplated hereby and thereby, without limitation, and in the reasonable case of legal fees and expenses limited to the reasonable fees, disbursements and other charges of special external Cravath, Swaine & Xxxxx LLP (or such other counsel as may be agreed by the Administrative Agent and the Borrower), and, if reasonably necessary, of a single firm of local counsel in each relevant local jurisdiction, other than allocated costs of in-house counsel, and such other counsel retained with the consent of the Borrower (such consent not to be unreasonably withheld or delayed), (ii) to pay or reimburse each Agent for all their reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents, and in the case of legal fees and expenses limited to the reasonable fees, disbursements and other charges of one firm of counsel to the Administrative Agent and special external counsel the Collateral Agent, and, to the Lenders extent required, one firm or local counsel in each relevant local jurisdiction with the Borrower’s consent (such consent not to be unreasonably withheld or delayed) (which may include a single special counsel acting in multiple jurisdictions), and (iii) to pay, indemnify and hold harmless each Lender, each Agent and their respective Related Indemnified Persons (without duplication) (the “Indemnified Persons”) from and against any and all losses, claims, damages liabilities, obligations, demands, actions, judgments, suits, costs, expenses, disbursements or penalties of any nature whatsoever regardless of whether any such Indemnified Person is a party thereto and whether any such proceeding is brought by the Borrower or any other Person (and the fees reasonable and expenses documented out-of-pocket fees, expenses, disbursements and other charges of special external one firm of counsel for all Indemnified Persons, taken as a whole (and, in the Agent case of an actual or perceived conflict of interest where the Indemnified Person affected by such conflict notifies the Borrower of any existence of such conflict and in connection with collateral issues but excluding the investigating or defending any amounts of the foregoing (including the reasonable fees) has retained its own counsel, of another firm of counsel for services rendered such affected Indemnified Person), and to the extent required, one firm or local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions)) of any such Indemnified Person arising out of or relating to any claim, litigation, investigation or other proceeding (including any inquiry or investigation of the foregoing) (regardless of whether such Indemnified Person is a party thereto or whether or not such action, claim, litigation or proceeding was brought by internal counselthe Borrower, any of its Subsidiaries or any other Person), arising out of, or with respect to the Transactions or to the execution, enforcement, delivery, performance and administration of this Agreement, the other Credit Documents and any such other documents, including any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law or any actual or alleged presence, Release or threatened Release of Hazardous Materials relating in any way to the Borrower or any of its Subsidiaries (all the foregoing in this clause (iii), collectively, the “Indemnified Liabilities”); provided that the Borrower shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities to the extent arising from (i) the gross negligence, bad faith or willful misconduct of such Indemnified Person or any of its Related Parties as determined in a final and non-appealable judgment of a court of competent jurisdiction, (ii) a material breach of the obligations of such Indemnified Person or any amendmentof its Related Indemnified Persons under the terms of this Agreement by such Indemnified Person or any of its Related Indemnified Persons as determined in a final and non-appealable judgment of a court of competent jurisdiction, waiver (iii) in the case of any claim, litigation, investigation or consent relating hereto other proceeding brought by a Credit Party or one of its permitted assignees against the relevant Indemnified Person, a breach of the obligations of such Indemnified Person as determined in a final and thereto includingnon-appealable judgment of a court of competent jurisdiction or (iv) any proceeding between and among Indemnified Persons that does not involve an act or omission by Holdings, without limitationthe Borrower or the Restricted Subsidiaries; provided the Agents, to the extent acting in their capacity as such, shall remain indemnified in respect of such proceeding, to the extent that neither of the exceptions set forth in clause (i) or (ii) of the immediately preceding proviso applies to such person at such time. The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder. (b) No Credit Party nor any such amendmentsIndemnified Person shall have any liability for any special, waivers punitive, indirect or consents consequential damages resulting from this Agreement or related to any work-out, re-negotiation other Credit Document or restructure relating arising out of its activities in connection herewith or therewith (whether before or after the Closing Date); provided that the foregoing shall not limit Holdings’ and the Borrower’s indemnification obligations to the performance Indemnified Persons pursuant to Section 13.5(a) in respect of damages incurred or paid by an Indemnified Person to a third 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 Credit Documents or the transactions contemplated hereby or thereby, except to the extent that such damages have resulted from the willful misconduct, bad faith or gross negligence of any Indemnified Person or any of its Related Parties as determined by a final and non-appealable judgment of a court of competent jurisdiction. (c) Notwithstanding the foregoing, each Indemnified Person shall be obligated to refund or return any and all amounts paid by the Borrower under this Credit Agreement Section 13.5. to such Indemnified Person for any losses, claims, damages, liabilities and (b) the Agent and each Lender in connection with enforcement of the Credit Documents and the documents and instruments referred to therein, including but not limited to, any work-out, re-negotiation or restructure relating expenses to the performance by extent such Indemnified Person is not entitled to payment of such amounts in accordance with the Borrower under this Credit Agreementterms hereof. This Section 13.5 shall apply with respect to Taxes only to the extent they represent losses, includingclaims, without limitationdamages, in connection with etc., arising from any such enforcement, the reasonable fees and disbursements of counsel for the Agent and each of the Lenders (including the allocated costs of internal counsel). In addition, the Borrower agrees to pay, upon demand, for the separate account of Agent, audit, appraisal, and valuation fees and charges as follows: (i) a fee of $750 per day, per auditor, plus outnon-of-pocket expenses for each financial audit performed by personnel employed by Agent, (ii) if implemented, a one time charge of $3,000 plus out-of-pocket expenses for expenses for the establishment of electronic collateral reporting systems, (iii) a fee of $1,500 per day per appraiser, plus out-of-pocket expenses, for each appraisal of the Collateral performed by personnel employed by Agent, and (iv) the actual charges paid or incurred by Agent if it elects to employ the services of one or more third Persons to perform financial audits, to appraise the Collateral, or any portion thereof, or to assess the Borrower's (or any of its Subsidiaries')Tax claim.

Payment of Expenses; Indemnification. (a) The Borrower agrees (i) to paypay or reimburse each of the Agents, upon demand, the Lead Arrangers and the Joint Bookrunners for all their reasonable and documented or invoiced out-of-pocket costs and expenses (without duplication) associated with the syndication of (a) the Agent Initial Term Loan Facility and each Lender the Revolving Credit Facility and incurred in connection with (i) the negotiationdevelopment, preparation, execution and delivery of, and any amendment, supplement, modification to, waiver and/or enforcement of this Credit Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the documents consummation and instruments referred administration of the transactions contemplated hereby and thereby (limited, in the case of legal counsel expenses, to therein the reasonable fees, disbursements and other charges of Xxxxx & Xxx Xxxxx PLLC and, to the extent necessary, a single firm of local counsel in each appropriate local jurisdiction (which may include a single special counsel acting in multiple jurisdictions) or otherwise retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), and (ii) to pay or reimburse each of the Agents for all their reasonable and documented and invoiced out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents, including the reasonable fees, disbursements and other charges of one firm of counsel to the Agents, and, to the extent necessary, a single firm of local counsel in each appropriate local jurisdiction (which may include a single special counsel acting in multiple jurisdictions) or otherwise retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed), and (iii) to pay, indemnify and hold harmless each Lender, each Agent, the Letter of Credit Issuer, each Lead Arranger and each Joint Bookrunner and their respective Related Parties (without duplication) (the “Indemnified Parties”) from and against any and all losses, claims, damages, liabilities or penalties (collectively, “Losses”) of any kind or nature whatsoever and the reasonable and documented and invoiced out-of-pocket expenses, joint or several, to which any such Indemnified Party may become subject, in each case to the extent of any such Losses and related expenses, to the extent arising out of, resulting from, or in connection with any action, claim, litigation, investigation or other proceeding (including any inquiry or investigation of the foregoing) (any of the foregoing, a “Proceeding”) (regardless of whether such Indemnified Party is a party thereto or whether or not such Proceeding was brought by the Borrower, its equity holders, affiliates or creditors or any other third person), and, subject to Section 13.5(e), to reimburse each such Indemnified Party promptly for any reasonable and documented and invoiced out-of-pocket fees and expenses incurred in connection with investigating, responding to or defending any of the foregoing (which in the case of legal fees shall be limited to the reasonable and documented or invoiced out-of-pocket fees, expenses, disbursements and other charges of a single firm of counsel for all Indemnified Parties, taken as a whole and, to the extent necessary, a single firm of local counsel in each appropriate local jurisdiction (which may include a single special counsel acting in multiple jurisdictions) (and, in the case of an actual or perceived conflict of interest where the Indemnified Party affected by such conflict notifies the Borrower of any existence of such conflict and in connection with the investigating, responding to or defending any of the foregoing has retained its own counsel, of one other firm of counsel for such affected Indemnified Party)), relating to the transactions contemplated hereby or the execution, delivery (including, without limitation, the reasonable fees Indemnified Party’s reliance on any Communication executed using an Electronic Signature, or in the form of an Electronic Record), enforcement, performance and expenses administration of special external counsel this Agreement, the other Credit Documents and any such other documents or the use of the proceeds of the Loans or Letters of Credit, (all the foregoing in this clause (iii), collectively, the “indemnified liabilities”); provided that this clause (iii) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, liabilities or penalties arising from any non-Tax claim; and provided, further, that the Borrower shall have no obligation hereunder to any Indemnified Party with respect to indemnified liabilities to the Agent extent arising from (a) the gross negligence, bad faith or willful misconduct of such Indemnified Party or any of its Related Parties as determined in a final and special external counsel non-appealable decision of a court of competent jurisdiction, (b) a material breach of the obligations of such Indemnified Party or any of its Related Parties under the terms of this Agreement or any other Credit Document by such Indemnified Party or any of its Related Parties as determined in a final and non-appealable decision of a court of competent jurisdiction, (c) in addition to clause (b) above, in the case of any Proceeding initiated by the Borrower or any Restricted Subsidiary against the relevant Indemnified Party, solely from a breach of the obligations of such Indemnified Party or its Related Parties under the terms of this Agreement or any other Credit Document as determined in a final and non-appealable decision by a court of competent jurisdiction, or (d) any Proceeding brought by any Indemnified Party against any other Indemnified Party that does not involve an act or omission by the Borrower or its Restricted Subsidiaries; provided that each of the Agents, the Letter of Credit Issuers, the Swingline Lender, the Lead Arrangers and the Joint Bookrunners, in each case to the Lenders extent fulfilling their respective roles in their capacities as such, shall remain indemnified in respect of such a Proceeding, to the extent that none of the exceptions set forth in clause (a), (b) or (c) of the immediately preceding proviso applies to such Person at such time. All amounts payable under this Section 13.5(a) shall be paid within 30 days after receipt by the Borrower of written demand and an invoice relating thereto setting forth such expense in reasonable detail. The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder and the fees and expenses termination of special external counsel the Obligations. (b) No Credit Party nor any Indemnified Party shall have any liability for the Agent any special, punitive, indirect or consequential damages (including any loss of profits, business or anticipated savings) in connection with collateral issues but excluding this Agreement or any amounts other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date); provided that the foregoing shall not limit the Borrower’s indemnification and reimbursement obligations to the Indemnified Parties pursuant to Section 13.5(a)(iii), to the extent that such special, punitive, indirect or consequential damages are included in any claim by a third party unaffiliated with any of the Indemnified Parties with respect to which the applicable Indemnified Party is entitled to indemnification under Section 13.5(a)(iii). No Indemnified Party shall be liable for services rendered any damages arising from the use by internal counselunintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby, except to the extent that such damages have resulted from the willful misconduct, bad faith or gross negligence of any Indemnified Party or any of its Related Parties as determined by a final and non-appealable decision of a court of competent jurisdiction. (c) No Credit Party shall be liable for any settlement of any Proceeding effected without written consent of the Borrower (which consent shall not be unreasonably withheld or delayed, it being understood that the withholding of consent due to non-satisfaction of any of the conditions described in clauses (i) and (ii) any amendmentof paragraph (d) below (with “the Borrower” being substituted for “Indemnified Party” in each such clause) shall be deemed reasonable), waiver but if settled with the Borrower’s written consent or consent relating hereto if there is a final and thereto including, without limitation, non-appealable judgment by a court of competent jurisdiction for the plaintiff in any such amendmentsProceeding, waivers or consents resulting from or related to any work-out, re-negotiation or restructure relating to the performance by the Borrower under this each Credit Agreement and (b) the Agent and each Lender in connection with enforcement of the Credit Documents and the documents and instruments referred to therein, including but not limited to, any work-out, re-negotiation or restructure relating to the performance by the Borrower under this Credit Agreement, including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent and each of the Lenders (including the allocated costs of internal counsel). In addition, the Borrower Party agrees to pay, upon demand, for the separate account of Agent, audit, appraisal, indemnify and valuation fees hold harmless each Indemnified Party from and charges as follows: (i) a fee of $750 per day, per auditor, plus against any and all Losses and reasonable and documented or invoiced legal or other out-of-pocket expenses by reason of such settlement or judgment in accordance with and to the extent provided in the other provisions of this Section 13.5. If any Person has reimbursed any Indemnified Party for each financial audit performed any legal or other expenses in accordance with such request and there is a final and non-appealable determination by personnel employed a court of competent jurisdiction that the Indemnified Party was not entitled to indemnification or contribution rights with respect to such payment pursuant to this Section 13.5, then the Indemnified Party shall promptly refund such amount. (d) No Credit Party shall without the prior written consent of any Indemnified Party (which consent shall not be unreasonably withheld or delayed, it being understood that the withholding of consent due to non-satisfaction of any of the conditions described in clauses (i) and (ii) of this sentence shall be deemed reasonable), effect any settlement of any pending or threatened Proceeding in respect of which indemnity could have been sought hereunder by Agentsuch Indemnified Party unless such settlement (i) includes an unconditional release of such Indemnified Party in form and substance reasonably satisfactory to such Indemnified Party from all liability or claims that are the subject matter of such Proceeding and (ii) does not include any statement as to or any admission of fault, culpability, wrongdoing or a failure to act by or on behalf of any Indemnified Party. (e) In case any proceeding is instituted involving any Indemnified Party for which indemnification is to be sought hereunder by such Indemnified Party, then such Indemnified Party will promptly notify the Borrower of the commencement of any proceeding; provided, however, that the failure to do so will not relieve the Borrower from any liability that it may have to such Indemnified Party hereunder, except to the extent that the Borrower is materially prejudiced by such failure. Notwithstanding the above, following such notification, the Borrower may elect in writing to assume the defense of such proceeding, and, upon such election, the Borrower will not be liable for any legal costs subsequently incurred by such Indemnified Party (other than reasonable costs of investigation and providing evidence) in connection therewith, unless (i) the Borrower has failed to provide counsel reasonably satisfactory to such Indemnified Party in a timely manner, (ii) if implemented, counsel provided by the Borrower reasonably determines its representation of such Indemnified Party would present it with a one time charge conflict of $3,000 plus out-of-pocket expenses for expenses for the establishment of electronic collateral reporting systems, interest or (iii) a fee the Indemnified Party reasonably determines that there are actual conflicts of $1,500 per day per appraiserinterest between the Borrower and the Indemnified Party, plus out-of-pocket expenses, for each appraisal of including situations in which there may be legal defenses available to the Collateral performed by personnel employed by Agent, and (iv) the actual charges paid Indemnified Party which are different from or incurred by Agent if it elects in addition to employ the services of one or more third Persons those available to perform financial audits, to appraise the Collateral, or any portion thereof, or to assess the Borrower's (or any of its Subsidiaries').

Payment of Expenses; Indemnification. (a) The Borrower agrees (i) to paypay or reimburse each of the Agents, upon demand, the Lead Arrangers and the Joint Bookrunners for all their reasonable and documented or invoiced out-of-pocket costs and expenses (without duplication) associated with the syndication of (a) the Agent Initial Term Loan Facility and each Lender the Revolving Credit Facility and incurred in connection with (i) the negotiationdevelopment, preparation, execution and delivery of, and any amendment, supplement, modification to, waiver and/or enforcement of this Credit Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the documents consummation and instruments referred to therein (includingadministration of the transactions contemplated hereby and thereby, without limitation, including the reasonable fees fees, disbursements and expenses other charges of special external counsel Xxxxx Xxxx & Xxxxxxxx LLP and, to the Agent and extent necessary, a single firm of local counsel in each appropriate local jurisdiction (which may include a single special external counsel acting in multiple jurisdictions) or otherwise retained with the Borrower’s consent (such consent not to the Lenders and the fees and expenses of special external counsel for the Agent in connection with collateral issues but excluding any amounts for services rendered by internal counsel) be unreasonably withheld or delayed), and (ii) any amendment, waiver to pay or consent relating hereto and thereto including, without limitation, any such amendments, waivers or consents resulting from or related to any work-out, re-negotiation or restructure relating to the performance by the Borrower under this Credit Agreement and (b) the Agent and each Lender in connection with enforcement of the Credit Documents and the documents and instruments referred to therein, including but not limited to, any work-out, re-negotiation or restructure relating to the performance by the Borrower under this Credit Agreement, including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent and reimburse each of the Lenders (including the allocated costs of internal counsel). In addition, the Borrower agrees to pay, upon demand, Agents for the separate account of Agent, audit, appraisal, all their reasonable and valuation fees and charges as follows: (i) a fee of $750 per day, per auditor, plus documented or invoiced out-of-pocket costs and expenses for each financial audit performed by personnel employed by Agentincurred in connection with the enforcement or preservation of any rights under this Agreement, (ii) if implementedthe other Credit Documents and any such other documents, including the reasonable fees, disbursements and other charges of one firm or counsel to the Agents, and, to the extent necessary, a one time charge single firm of $3,000 plus out-of-pocket expenses for expenses for local counsel in each appropriate local jurisdiction (which may include a single special counsel acting in multiple jurisdictions) or otherwise retained with the establishment of electronic collateral reporting systemsBorrower’s consent (such consent not to be unreasonably withheld or delayed), and (iii) a fee to pay, indemnify and hold harmless each Lender, each Agent, the Letter of $1,500 per day per appraiserCredit Issuer, plus the Swingline Lender, each Lead Arranger and each Joint Bookrunner and their respective Related Parties (without duplication) (the “Indemnified Parties”) from and against any and all losses, claims, damages, liabilities or penalties (collectively, “Losses”) of any kind or nature whatsoever and the reasonable and documented and invoiced out-of-pocket expenses, for joint or several, to which any such Indemnified Party may become subject, in each appraisal case to the extent of any such Losses and related expenses, to the extent arising out of, resulting from, or in connection with any action, claim, litigation, investigation or other proceeding (including any inquiry or investigation of the Collateral performed foregoing) (any of the foregoing, a “Proceeding”) (regardless of whether such Indemnified Party is a party thereto or whether or not such Proceeding was brought by personnel employed the Borrower, its equity holders, affiliates or creditors or any other third person) and, subject to Section 13.5(e) to reimburse each such Indemnified Party promptly for any reasonable and documented and invoiced out-of-pocket fees and expenses incurred in connection with investigating, responding to or defending any of the foregoing (which in the case of legal fees shall be limited to the reasonable and documented or invoiced out- of-pocket fees, expenses, disbursements and other charges of a single firm of counsel for all Indemnified Parties, taken as a whole and, to the extent necessary, a single firm of local counsel in each appropriate local jurisdiction (which may include a single special counsel acting in multiple jurisdictions) (and, in the case of an actual or perceived conflict of interest where the Indemnified Party affected by Agentsuch conflict notifies the Borrower of any existence of such conflict and in connection with the investigating, responding to or defending any of the foregoing has retained its own counsel, of one other firm of counsel for such affected Indemnified Party)), relating to the Transactions or the execution, delivery, enforcement, performance and administration of this Agreement, the other Credit Documents and any such other documents or the use of the proceeds of the Loans or Letters of Credit (ivall the foregoing in this clause (iii), collectively, the “indemnified liabilities”); provided that this clause (iii) shall not apply with respect to Taxes other than any Taxes that represent losses or damages arising from any non-Tax claim; and provided, further, that the Borrower shall have no obligation hereunder to any Indemnified Party with respect to indemnified liabilities to the extent arising from (a) the actual charges paid gross negligence, bad faith or incurred by Agent if it elects to employ the services willful misconduct of one or more third Persons to perform financial audits, to appraise the Collateral, or any portion thereof, or to assess the Borrower's (such Indemnified Party or any of its Related Parties as determined in a final and non-appealable decision of a court of competent jurisdiction, (b) a material breach of the obligations of such Indemnified Party or any of its Related Parties under the terms of this Agreement or any other Credit Document by such Indemnified Party or any of its Related Parties as determined in a final and non-appealable decision of a court of competent jurisdiction, (c) in addition to clause (b) above, in the case of any Proceeding initiated by Holdings, the Borrower or any Restricted Subsidiary against the relevant Indemnified Party, a breach of the obligations of such Indemnified Party or its Related Parties under the terms of this Agreement or any other Credit Document as determined in a final and non- appealable decision by a court of competent jurisdiction, or (d) any Proceeding brought by any Indemnified Party against any other Indemnified Party that does not involve an act or omission by Holdings, the Borrower or its Restricted Subsidiaries'; provided that each of the Agents, the Letter of Credit Issuer, the Swingline Lender, the Lead Arrangers and the Joint Bookrunners, in each case to the extent fulfilling their respective roles in their capacities as such, shall remain indemnified in respect of such a Proceeding, to the extent that none of the exceptions set forth in clause (a), (b) or (c) of the immediately preceding proviso applies to such Person at such time. All amounts payable under this Section 13.5(a) shall be paid within 30 days after receipt by the Borrower of written demand and an invoice relating thereto setting forth such expense in reasonable detail. The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder and the termination of the Obligations. (b) No Credit Party nor any Indemnified Party shall have any liability for any special, punitive, indirect or consequential damages (including any loss of profits, business or anticipated savings) in connection with this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date); provided that the foregoing shall not limit the Borrower’s indemnification and reimbursement obligations to the Indemnified Parties pursuant to Section 13.5(a)(iii), to the extent that such special, punitive, indirect or consequential damages are included in any claim by a third party unaffiliated with any of the Indemnified Parties with respect to which the applicable Indemnified Party is entitled to indemnification under Section 13.5(a)(iii). No Indemnified Party shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby, except to the extent that such damages have resulted from the willful misconduct, bad faith or gross negligence of any Indemnified Party or any of its Related Parties as determined by a final and non-appealable decision of a court of competent jurisdiction. (c) No Credit Party shall be liable for any settlement of any Proceeding effected without written consent of the Borrower (which consent shall not be unreasonably withheld or delayed, it being understood that the withholding of consent due to non-satisfaction of any of the conditions described in clauses (i) and (ii) of paragraph (d) below (with “the Borrower” being substituted for “Indemnified Party” in each such clause) shall be deemed reasonable), but if settled with the Borrower’s written consent or if there is a final and non-appealable judgment by a court of competent jurisdiction for the plaintiff in any such Proceeding, each Credit Party agrees to indemnify and hold harmless each Indemnified Party from and against any and all Losses and reasonable and documented or invoiced legal or other out-of-pocket expenses by reason of such settlement or judgment in accordance with and to the extent provided in the other provisions of this Section 13.5. If any Person has reimbursed any Indemnified Party for any legal or other expenses in accordance with such request and there is a final and non-appealable determination by a court of competent jurisdiction that the Indemnified Party was not entitled to indemnification or contribution rights with respect to such payment pursuant to this Section 13.5, then the Indemnified Party shall promptly refund such amount. (d) No Credit Party shall without the prior written consent of any Indemnified Party (which consent shall not be unreasonably withheld or delayed, it being understood that the withholding of consent due to non- satisfaction of any of the conditions described in clauses (i) and (ii) of this sentence shall be deemed reasonable), effect any settlement of any pending or threatened Proceeding in respect of which indemnity could have been sought hereunder by such Indemnified Party unless such settlement (i) includes an unconditional release of such Indemnified Party in form and substance reasonably satisfactory to such Indemnified Party from all liability or claims that are the subject matter of such Proceeding and (ii) does not include any statement as to or any admission of fault, culpability, wrongdoing or a failure to act by or on behalf of any Indemnified Party. (e) In case any proceeding is instituted involving any Indemnified Party for which indemnification is to be sought hereunder by such Indemnified Party, then such Indemnified Party will promptly notify the Borrower of the commencement of any proceeding; provided, however, that the failure to do so will not relieve the Borrower from any liability that it may have to such Indemnified Party hereunder, except to the extent that the Borrower is materially prejudiced by such failure. Notwithstanding the above, following such notification, the Borrower may elect in writing to assume the defense of such proceeding, and, upon such election, the Borrower will not be liable for any legal costs subsequently incurred by such Indemnified Party (other than reasonable costs of investigation and providing evidence) in connection therewith, unless (i) the Borrower has failed to provide counsel reasonably satisfactory to such Indemnified Party in a timely manner, (ii) counsel provided by the Borrower reasonably determines its representation of such Indemnified Party would present it with a conflict of interest or (iii) the Indemnified Party reasonably determines that there are actual conflicts of interest between the Borrower and the Indemnified Party, including situations in which there may be legal defenses available to the Indemnified Party which are different from or in addition to those available to the Borrower.

Payment of Expenses; Indemnification. The Borrower agrees (a) Each of Holdings and the Borrower, jointly and severally, agree (i) to pay, upon demand, pay or reimburse each of the Agents for all their reasonable and documented out-of-pocket costs and expenses of (awithout duplication) the Agent and each Lender incurred in connection with (i) the negotiationdevelopment, preparation, execution and delivery of of, and any amendment, supplement, modification to, waiver and/or enforcement this Credit Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the documents consummation and instruments referred to therein (includingadministration of the transactions contemplated hereby and thereby, without limitation, including the reasonable fees fees, disbursements and expenses other charges of special external Xxxxxx Xxxxxx & Xxxxxxx LLP (or such other counsel to as may be agreed by the Administrative Agent and special external the Borrower), one counsel in each relevant local jurisdiction with the consent of the Borrower (such consent not to the Lenders and the fees and expenses of special external counsel for the Agent in connection with collateral issues but excluding any amounts for services rendered by internal counsel) and be unreasonably withheld or delayed), (ii) any amendment, waiver to pay or consent relating hereto reimburse each Agent for all their reasonable and thereto including, without limitation, any such amendments, waivers or consents resulting from or related to any work-out, re-negotiation or restructure relating to the performance by the Borrower under this Credit Agreement and (b) the Agent and each Lender in connection with enforcement of the Credit Documents and the documents and instruments referred to therein, including but not limited to, any work-out, re-negotiation or restructure relating to the performance by the Borrower under this Credit Agreement, including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent and each of the Lenders (including the allocated costs of internal counsel). In addition, the Borrower agrees to pay, upon demand, for the separate account of Agent, audit, appraisal, and valuation fees and charges as follows: (i) a fee of $750 per day, per auditor, plus documented out-of-pocket costs and expenses for each financial audit performed by personnel employed by incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents, including the reasonable fees, disbursements and other charges of one firm or counsel to the Administrative Agent and the Collateral Agent, and, to the extent required, one firm or local counsel in each relevant local jurisdiction with the Borrower’s consent (iisuch consent not to be unreasonably withheld or delayed (which may include a single special counsel acting in multiple jurisdictions), and (iii) if implementedto pay, a one time charge indemnify and hold harmless each Lender, each Agent, the Letter of $3,000 plus Credit Issuer and their respective Related Parties (without duplication) (the “Indemnified Persons”) from and against any and all losses, claims, damages, liabilities, obligations, demands, actions, judgements, suits, costs, expenses, disbursements or penalties of any kind or nature whatsoever (and the reasonable and documented out-of-pocket expenses for expenses for the establishment of electronic collateral reporting systemsfees, (iii) a fee of $1,500 per day per appraiser, plus out-of-pocket expenses, disbursements and other charges of one firm of counsel for each appraisal all Indemnified Persons, taken as a whole (and, in the case of an actual or perceived conflict of interest where the Indemnified Person affected by such conflict notifies the Borrower of any existence of such conflict and in connection with the investigating or defending any of the Collateral performed by personnel employed by Agentforegoing (including the reasonable fees) has retained its own counsel, of another firm of counsel for such affected Indemnified Person), and to the extent required, one firm or local counsel in each relevant jurisdiction (ivwhich may include a single special counsel acting in multiple jurisdictions)) the actual charges paid of any such Indemnified Person arising out of or incurred relating to any action, claim, litigation, investigation or other proceeding (regardless of whether such Indemnified Person is a party thereto or whether or not such action, claim, litigation or proceeding was brought by Agent if it elects to employ the services Holdings, any of one its subsidiaries or more third Persons to perform financial auditsany other Person), to appraise the Collateralarising out of, or any portion thereof, with respect to the Transactions or to assess the Borrower's (execution, delivery, performance and administration of this Agreement, the other Credit Documents and any such other documents, including any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law or any actual or alleged presence, Release or threatened Release of Hazardous Materials attributable to Holdings or any of its Subsidiaries (all the foregoing in this clause (iii), collectively, the “Indemnified Liabilities”); provided that Holdings and the Borrower shall have no obligation hereunder to any Indemnified Person with respect to indemnified liabilities to the extent arising from (i) the gross negligence, bad faith or willful misconduct of such Indemnified Person or any of its Related Parties as determined in a final and non-appealable judgment of a court of competent jurisdiction, (ii) a material breach of the obligations of such Indemnified Person or any of its Related Parties under the terms of this Agreement by such Indemnified Person or any of its Related Parties as determined in a final and non-appealable judgment of a court of competent jurisdiction, or (iii) any proceeding between and among Indemnified Persons that does not involve an act or omission by Holdings, the Borrower or its Restricted Subsidiaries'; provided the Agents, to the extent acting in their capacity as such, shall remain indemnified in respect of such proceeding, to the extent that neither of the exceptions set forth in clause (i) or (ii) of the immediately preceding proviso applies to such person at such time. The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder. This Section 13.5 shall not apply with respect to Taxes, other than any Taxes that represent losses, claims, damages, liabilities, obligations, penalties, actions, judgments, suits, costs, expenses or disbursements arising from any non-Tax claim. (b) No Credit Party nor any Indemnified Person shall have any liability for any special, punitive, indirect or consequential damages resulting from this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date); provided that the foregoing shall not limit Holdings’ and the Borrower’s indemnification obligations to the Indemnified Persons pursuant to Section 13.5(a) in respect of damages incurred or paid by an Indemnified Person to a third 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 Credit Documents or the transactions contemplated hereby or thereby, except to the extent that such damages have resulted from the willful misconduct, bad faith or gross negligence of any Indemnified Person or any of its Related Parties as determined by a final and non-appealable judgment of a court of competent jurisdiction.

Payment of Expenses; Indemnification. (a) The Borrower agrees (i) to paypay or reimburse each of the Agents and the Arrangers, upon demandwhether or not the Closing Date occurs, for all their reasonable and documented out-of-pocket costs and expenses of (a) the Agent and each Lender incurred in connection with the syndication of the Bridge Loan Facility (iother than fees payable to syndicate members) and the development, negotiation, preparationpreparation and execution of, execution and delivery of any amendment, supplement or modification to, this Credit Agreement and the other Credit Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable and documented fees and disbursements of one law firm as lead counsel to the Agents and the Arrangers and one law firm as local counsel to the Agents and the Arrangers, taken as a whole, in any relevant jurisdiction and the charges of any Platform, (ii) to pay or reimburse each Lender and the Agents for all their reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, including all costs and instruments referred to therein (includingexpenses incurred during any legal proceeding, without limitationincluding any proceeding under any Bankruptcy Laws, the reasonable and documented fees and expenses disbursements of special external counsel to the Agent and special external a single law firm as counsel to the Lenders and the fees Agents taken as a whole and expenses of special external one local counsel for to the Agent Lenders and the Agents taken as a whole in connection any relevant material jurisdiction (or, with collateral issues but excluding any amounts for services rendered by internal counsel) and (ii) any amendment, waiver or consent relating hereto and thereto including, without limitationrespect to enforcement, any relevant jurisdiction) and, if a conflict exists among such amendmentsPersons, waivers one additional primary counsel and, if necessary or consents resulting from or related to any work-outadvisable, re-negotiation or restructure relating to the performance by the Borrower under this Credit Agreement and (b) the Agent and one local counsel in each Lender in connection with enforcement of the Credit Documents and the documents and instruments referred to therein, including but not limited to, any work-out, re-negotiation or restructure relating to the performance by the Borrower under this Credit Agreement, including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent and each of the Lenders (including the allocated costs of internal counsel). In addition, the Borrower agrees to pay, upon demand, for the separate account of Agent, audit, appraisal, and valuation fees and charges as follows: (i) a fee of $750 per day, per auditor, plus out-of-pocket expenses for each financial audit performed by personnel employed by Agent, (ii) if implemented, a one time charge of $3,000 plus out-of-pocket expenses for expenses for the establishment of electronic collateral reporting systemsrelevant jurisdiction, (iii) a fee to pay, indemnify, or reimburse each Lender and the Agents for, and hold each Lender and the Agents harmless from, any and all reasonable recording and filing fees and any and all reasonable liabilities with respect to, or resulting from any delay in paying Other Taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of $1,500 per day per appraiser, plus out-of-pocket expenses, for each appraisal any of the Collateral performed by personnel employed by Agenttransactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (iv) to pay, indemnify or reimburse each Lender, the actual charges paid Agents, each Arranger, their respective affiliates, and their respective officers, directors, trustees, employees, advisors, agents and controlling persons (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, claims (including Environmental Claims), actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (limited to, in the case of counsel, the reasonable and documented fees and disbursements of a single law firm as counsel to the Indemnitees taken as a whole and one local counsel to the Indemnitees taken as a whole in any relevant jurisdiction and, if a conflict exists among such Persons, one additional primary counsel and, if necessary or advisable, one local counsel (plus if applicable, any additional counsel in the event of a conflict) in each relevant jurisdiction) whether direct, indirect, special or consequential, incurred by Agent if it elects to employ the services of one an Indemnitee or more third Persons to perform financial auditsasserted against any Indemnitee arising out of, to appraise the Collateralin connection with, or as a result of (A) the execution, enforcement or delivery of this Agreement, any portion other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (B) any Bridge Loan or the use or proposed use of the proceeds thereof, (C) any actual or to assess alleged presence or Release of Hazardous Materials on, at, under or from any property owned, occupied or operated by the Borrower's (Borrower or any of its Subsidiaries', or any liability under any Environmental Law related in any way to the Borrower or any of its Subsidiaries or any of their respective properties, or (D) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, in each case, whether based on contract, tort or any other theory, whether brought by any third party or by the Borrower, any other Loan Party, its other affiliates, security holders or creditors or any other person, and regardless of whether any Indemnitee is a party thereto (all the foregoing in this clause (iv), collectively, the “Indemnified Liabilities”), but excluding, in each case, Taxes other than any Taxes that represent losses, claims or damages arising from a non-tax claim; provided that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities (x) are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence, bad faith, willful misconduct or material breach of its obligations under this Agreement of such Indemnitee or (y) resulted from any dispute that does not involve an act or omission by the Borrower or any of its affiliates, shareholders, partners or other equity holders and that is brought by an Indemnitee against another Indemnitee other than any claims against an Indemnitee in its capacity or in fulfilling its role as the Administrative Agent or an Arranger under the Bridge Loan Facility. No Indemnitee shall be liable for any damages arising from the use by unauthorized persons of information or other materials sent through electronic, telecommunications or other information transmission systems or for any special, indirect, consequential or punitive damages in connection with the Bridge Loan Facility. Without limiting the foregoing, and to the extent permitted by applicable Law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries so to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 9.5 shall be payable not later than 30 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 9.5 shall be submitted to the Borrower at the address of the Borrower set forth in Section 9.2, or to such other Person or address as may be hereafter designated by the Borrower in a notice to the Administrative Agent. The agreements in this Section 9.5 shall survive the termination of the Commitments and the repayment of the Bridge Loans and all other amounts payable hereunder.

Payment of Expenses; Indemnification. The Borrower agrees (a) to pay, upon demand, pay or reimburse the Agents for all their reasonable and documented out-of-pocket costs and expenses of (awithout duplication) the Agent and each Lender incurred in connection with (i) the negotiation, preparation, preparation and execution and delivery of of, and any amendment, supplement, waiver or modification to, this Credit Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the documents consummation and instruments referred administration of the transactions contemplated hereby and thereby (limited (i) in the case of legal fees and expenses, to therein the reasonable documented fees, disbursements and other charges of Xxxxxx & Xxxxxxx LLP (includingor such other counsel as may be agreed by the Administrative Agent and the Borrower) and, without limitationif reasonably necessary, of a single firm of local counsel in each relevant jurisdiction, excluding in all cases allocated costs of in-house counsel, and (ii) in the case of fees and expenses related to any other advisor or consultant, solely to the extent the Borrower has consented to the retention or engagement of such Person), (b) to pay or reimburse each Agent for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the reasonable other Credit Documents and any other documents delivered in connection herewith or therewith upon the occurrence and during the continuance of an Event of Default (limited, in the case of legal fees and expenses of special external counsel the Agents and the Lenders (taken as a whole), to the reasonable documented fees, disbursements and other charges of Xxxxxx & Xxxxxxx LLP (or such other counsel as may be agreed by the Administrative Agent and special external the Borrower) and (x) if reasonably necessary, of a single firm of local counsel to the Lenders in each relevant jurisdiction and the fees and expenses (y) if there is an actual conflict of special external interest, one additional counsel for the affected similarly situated (taken as a whole) Persons), in each case excluding in all cases allocated costs of in-house counsel, and (c) to pay, indemnify, and hold harmless each Lender, each Agent and their respective Affiliates, directors, officers, members, controlling persons, employees, trustees, investment advisors, and agents and successors of the foregoing (in connection with collateral issues but each case, excluding any amounts Excluded Affiliate, the “Indemnified Persons”) from and against any and all actual losses, damages, claims, expenses or liabilities of any kind or nature whatsoever (limited (i) in the case of legal fees and expenses, to the reasonable and documented fees, disbursements, and other charges of one primary counsel and, if reasonably necessary, one local counsel in each relevant jurisdiction for services rendered by internal all such Indemnified Persons (taken as a whole) and, if there is an actual conflict of interest, one additional counsel for the affected Indemnified Persons similarly situated (taken as a whole), in each case excluding in all cases allocated costs of in-house counsel) , and (ii) any amendment, waiver or consent relating hereto in the case of fees and thereto including, without limitation, any such amendments, waivers or consents resulting from or expenses related to any work-outother advisor or consultant, re-negotiation solely to the extent the Borrower has consented to the retention or restructure engagement of such Person in writing), in each case to the extent arising out of or relating to the performance any claim, litigation or other proceeding, regardless whether any such Indemnified Person is a party thereto or whether such claim, litigation or other proceeding is brought by a third party or by the Borrower under or any of its Affiliates, that is related to the execution, delivery, enforcement, performance, and administration of this Agreement, the other Credit Agreement Documents and other documents delivered in connection herewith or therewith or the use of proceeds of any Credit Facility (ball the foregoing in this clause (c), collectively, the “Indemnified Liabilities”); provided that the Borrower shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities (i) resulting from disputes between and among any Indemnified Persons (or any of such Indemnified Person’s Affiliates or any of its or their respective officers, directors, employees, agents, controlling persons, members or the successors of any of the foregoing) that does not involve an act or omission by the Borrower or any of its Subsidiaries (other than any claims against the Administrative Agent, any Joint Lead Arranger or any Joint Bookrunner in their respective capacities as such, subject to the immediately succeeding clause (ii)), (ii) to the extent it has been determined by a final non-appealable judgment of a court of competent jurisdiction to have resulted from (x) the Agent gross negligence, bad faith or willful misconduct of such Indemnified Person (or any of such Indemnified Person’s Affiliates or any of its or their respective officers, directors, employees, agents, controlling persons, members or the successors of any of the foregoing) or (y) a material breach of any Credit Document by such Indemnified Person (or any of such Indemnified Person’s Affiliates or any of its or their respective officers, directors, employees, agents, controlling persons, members or the successors of any of the foregoing) or (iii) in its capacity as a financial advisor to the Borrower and each Lender any of its Subsidiaries in connection with enforcement the Transactions. No Person entitled to indemnification under Section 13.5(c) and no other Person party to this Agreement shall be liable (1) for any damages to any other Indemnified Person or party hereto arising from the use by others of the Credit Documents and the documents and instruments referred to therein, including but not limited to, any work-out, re-negotiation information or restructure relating to the performance by the Borrower under this Credit Agreement, including, without limitation, other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement except to the extent that such damage resulted from bad faith, willful misconduct or gross negligence of such Indemnified Person, such other Person or any of such Indemnified Person’s or such other Person’s Affiliates or any of its or their respective officers, directors, employees, agents, controlling persons, members or the successors of any of the foregoing or (2) for any special, punitive, indirect or consequential damages relating to this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the ClosingFourth Amendment Effective Date); provided, that this clause (2) shall not limit the Borrower’s indemnity or reimbursement obligations to the extent such special, punitive, indirect or consequential damages are included in any claim by a third party with respect to which the applicable Indemnified Person is entitled to indemnification in accordance with Section 13.5(c). All amounts due under this Section 13.5 shall be paid within thirty (30) days after written demand therefor (together with backup documentation supporting such reimbursement request); provided, however, that an Indemnified Person shall promptly refund any amount to the extent that there is a final judicial or arbitral determination that such Indemnified Person was not entitled to indemnification rights with respect to such payment pursuant to this Section 13.5. The Borrower shall not be liable for any settlement of any proceeding effected without the Borrower’s written consent (which consent shall not be unreasonably withheld or delayed), but if settled with the Borrower’s written consent or if there is a final and non-appealable judgment by a court of competent jurisdiction for the plaintiff in any such enforcement, the reasonable fees and disbursements of counsel for the Agent and each of the Lenders (including the allocated costs of internal counsel). In additionproceeding, the Borrower agrees to payindemnify and hold harmless each Indemnified Person from and against any and all actual losses, upon demanddamages, for the separate account of Agentclaims, audit, appraisalliabilities, and valuation fees reasonable and charges as follows: (i) a fee of $750 per day, per auditor, plus documented legal or other out-of-pocket expenses for each financial audit performed by personnel employed reason of such settlement or judgment in accordance with, and to the extent provided in, the other provisions of this Section 13.5. Holdings, the Borrower and their respective Subsidiaries shall not, without the prior written consent of any Indemnified Person (which consent shall not be unreasonably withheld or delayed), effect any settlement of any pending or threatened proceedings in respect of which indemnity could have been sought hereunder by Agent, such Indemnified Person unless such settlement (i) includes an unconditional release of such Indemnified Person in form and substance reasonably satisfactory to such Indemnified Person from all liability or claims that are the subject matter of such proceedings and (ii) if implementeddoes not include any statement as to or any admission of fault, culpability, wrongdoing or a one time charge failure to act by or on behalf of $3,000 plus out-of-pocket expenses for expenses for any Indemnified Person. Each Indemnified Person, by its acceptance of the establishment benefits of electronic collateral reporting systemsthis Section 13.5, (iii) a fee agrees to refund and return any and all amounts paid by the Borrower to it if, pursuant to limitations on indemnification set forth in this Section 13.5, such Indemnified Person was not entitled to receipt of $1,500 per day per appraisersuch amounts. The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder. This Section 13.5 shall not apply with respect to Taxes, plus out-of-pocket other than any Taxes that represent liabilities, obligations, losses, damages, penalties, judgments, costs, expenses, for each appraisal of the Collateral performed by personnel employed by Agentor disbursements, and (iv) the actual charges paid or incurred by Agent if it elects to employ the services of one or more third Persons to perform financial auditsetc., to appraise the Collateral, or arising from any portion thereof, or to assess the Borrower's (or any of its Subsidiaries')non-Tax claim.

Payment of Expenses; Indemnification. The Borrower agrees (a) Each of Holdings and the Borrower, jointly and severally, agree (i) to pay, upon demand, pay or reimburse each of the Agents for all their reasonable and documented out-of-pocket costs and expenses of (awithout duplication) the Agent and each Lender incurred in connection with (i) the negotiationdevelopment, preparation, execution and delivery of of, and any amendment, supplement, modification to, waiver and/or enforcement this Credit Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the documents consummation and instruments referred to therein (includingadministration of the transactions contemplated hereby and thereby, without limitation, including the reasonable fees fees, disbursements and expenses other charges of special external Xxxx Xxxxxxxx LLP (or such other counsel to as may be agreed by the Administrative Agent and special external the Borrower), one counsel in each relevant local jurisdiction with the consent of the Borrower (such consent not to the Lenders and the fees and expenses of special external counsel for the Agent in connection with collateral issues but excluding any amounts for services rendered by internal counsel) and be unreasonably withheld or delayed), (ii) any amendment, waiver to pay or consent relating hereto reimburse each Agent for all their reasonable and thereto including, without limitation, any such amendments, waivers or consents resulting from or related to any work-out, re-negotiation or restructure relating to the performance by the Borrower under this Credit Agreement and (b) the Agent and each Lender in connection with enforcement of the Credit Documents and the documents and instruments referred to therein, including but not limited to, any work-out, re-negotiation or restructure relating to the performance by the Borrower under this Credit Agreement, including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent and each of the Lenders (including the allocated costs of internal counsel). In addition, the Borrower agrees to pay, upon demand, for the separate account of Agent, audit, appraisal, and valuation fees and charges as follows: (i) a fee of $750 per day, per auditor, plus documented out-of-pocket costs and expenses for each financial audit performed by personnel employed by incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents, including the reasonable fees, disbursements and other charges of one firm or counsel to the Administrative Agent and the Collateral Agent, and, to the extent required, one firm or local counsel in each relevant local jurisdiction with the Borrower’s consent (iisuch consent not to be unreasonably withheld or delayed (which may include a single special counsel acting in multiple jurisdictions), and (iii) if implementedto pay, a one time charge indemnify and hold harmless each Lender, each Agent and their respective Related Parties (without duplication) (the “Indemnified Persons”) from and against any and all losses, claims, damages, liabilities, obligations, demands, actions, judgements, suits, costs, expenses, disbursements or penalties of $3,000 plus any kind or nature whatsoever (and the reasonable and documented out-of-pocket expenses for expenses for the establishment of electronic collateral reporting systemsfees, (iii) a fee of $1,500 per day per appraiser, plus out-of-pocket expenses, disbursements and other charges of one firm of counsel for each appraisal all Indemnified Parties, taken as a whole (and, in the case of an actual or perceived conflict of interest where the Indemnified Party affected by such conflict notifies the Borrower of any existence of such conflict and in connection with the investigating or defending any of the Collateral performed by personnel employed by Agentforegoing (including the reasonable fees) has retained its own counsel, of another firm of counsel for such affected Indemnified Party), and to the extent required, one firm or local counsel in each relevant jurisdiction (ivwhich may include a single special counsel acting in multiple jurisdictions)) the actual charges paid of any such Indemnified Party arising out of or incurred by Agent if it elects relating to employ the services any action, claim, litigation, investigation or other proceeding (regardless of one or more third Persons to perform financial auditswhether such Indemnified Party is a party thereto), to appraise the Collateralarising out of, or any portion thereof, with respect to the Transactions or to assess the Borrower's (execution, delivery, performance and administration of this Agreement, the other Credit Documents and any such other documents, including any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law or any actual or alleged presence, Release or threatened Release of Hazardous Materials attributable to Holdings or any of its Subsidiaries (all the foregoing in this clause (iii), collectively, the “Indemnified Liabilities”); provided that Holdings and the Borrower shall have no obligation hereunder to any Indemnified Party with respect to indemnified liabilities to the extent arising from (i) the gross negligence, bad faith or willful misconduct of such Indemnified Party or any of its Related Parties as determined in a final and non-appealable judgment of a court of competent jurisdiction, (ii) a material breach of the obligations of such Indemnified Party or any of its Related Parties under the terms of this Agreement by such Indemnified Party or any of its Related Parties as determined in a final and non-appealable judgment of a court of competent jurisdiction, or (iii) any proceeding between and among Indemnified Parties that does not involve an act or omission by Holdings, the Borrower or its Restricted Subsidiaries'; provided that the Administrative Agent and the Collateral Agent, to the extent acting in their capacity as such, shall remain indemnified in respect of such proceeding, to the extent that neither of the exceptions set forth in clause (i) or (ii) of the immediately preceding proviso applies to such person at such time. The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder. (b) No Credit Party nor any Indemnified Party shall have any liability for any special, punitive, indirect or consequential damages resulting from this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date); provided that the foregoing shall not limit Holdings’ and the Borrower’s indemnification obligations to the Indemnified Parties pursuant to Section 13.5(a) in respect of damages incurred or paid by an Indemnified Person to a third party. No Indemnified Party shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby, except to the extent that such damages have resulted from the willful misconduct, bad faith or gross negligence of any Indemnified Party or any of its Related Parties as determined by a final and non-appealable judgment of a court of competent jurisdiction.

Payment of Expenses; Indemnification. The Except with respect to Taxes which are addressed in Section 2.20, the Borrower agrees agrees: (a) to pay, upon demand, pay or reimburse each Agent for all of its reasonable and documented out-of-pocket costs and expenses of (a) the Agent and each Lender incurred in connection with the syndication of the Facilities (i) other than fees payable to syndicate members), any Appraisals in accordance with the negotiationterms hereof, and the development, preparation, execution and delivery of this Credit Agreement and the other Credit Loan Documents and the any other documents and instruments referred to therein (including, without limitation, the reasonable fees and expenses of special external counsel to the Agent and special external counsel to the Lenders and the fees and expenses of special external counsel for the Agent prepared in connection with collateral issues but excluding any amounts for services rendered by internal counsel) herewith or therewith and (ii) any amendment, waiver supplement or consent relating modification hereto and thereto includingor thereto, without limitationand, any such amendments, waivers or consents resulting from or related to any work-out, re-negotiation or restructure relating as to the performance by Agents only, the Borrower under this Credit Agreement and (b) the Agent and each Lender in connection with enforcement administration of the Credit Documents transactions contemplated hereby and the documents and instruments referred to thereinthereby, including but not limited to, any work-out, re-negotiation or restructure relating to the performance by the Borrower under this Credit Agreement, including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements and other charges of a single firm of counsel for to the Agent Agents (plus one firm of special regulatory counsel and one firm of local counsel per material jurisdiction as may reasonably be necessary in connection with collateral matters) in connection with all of the foregoing; (b) to pay or reimburse each Lender and each of the Lenders (including the allocated costs of internal counsel). In addition, the Borrower agrees to pay, upon demand, Agent for the separate account of Agent, audit, appraisal, all their reasonable and valuation fees and charges as follows: (i) a fee of $750 per day, per auditor, plus documented out-of-pocket costs and expenses incurred in connection with the enforcement of any rights under this Agreement, the other Loan Documents and any such other documents referred to in Section 10.5(a) above (including all such costs and expenses incurred in connection with any legal proceeding, including any proceeding under any Debtor Relief Law or in connection with any workout or restructuring), including the documented fees and disbursements of a single firm of counsel and, if necessary, a single firm of special regulatory counsel and a single firm of local counsel per material jurisdiction as may reasonably be necessary, for the Agents and the Lenders, taken as a whole and, in the event of an actual or perceived conflict of interest, where the Agent or Lender affected by such conflict informs the Borrower and thereafter retains its own counsel, one additional counsel for each financial audit performed Lender or Agent or group of Lenders or Agents subject to such conflict; and (c) to pay, indemnify or reimburse each Lender, each Agent, each Issuing Lender, the Swingline Lender, each Joint Lead Arranger, each Joint Bookrunner and their respective Affiliates, and their respective partners that are natural persons, members that are natural persons, officers, directors, employees, trustees, advisors, agents and controlling Persons (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, costs, expenses or disbursements arising out of any actions, judgments or suits of any kind or nature whatsoever, arising out of or in connection with any claim, action or proceeding (any of the foregoing, a “Proceeding”) relating to or otherwise with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents referred to in Section 10.5(a) above and the transactions contemplated hereby and thereby, including any of the foregoing relating to the use of proceeds of the Loans, Letters of Credit (including any refusal by personnel employed the Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries or any of the Properties and the reasonable fees and disbursements and other charges of legal counsel in connection with claims, actions or proceedings by Agentany Indemnitee against the Borrower hereunder (all the foregoing in this clause (c), collectively, the “Indemnified Liabilities”); provided, that, the Borrower shall not have any obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities have resulted from (i) the gross negligence, bad faith or willful misconduct of such Indemnitee or its Related Persons as determined by a court of competent jurisdiction in a final non-appealable decision (or settlement tantamount thereto), (ii) if implemented, a one time charge material breach of $3,000 plus outthe Loan Documents by such Indemnitee or its Related Persons as determined by a court of competent jurisdiction in a final non-of-pocket expenses for expenses for the establishment of electronic collateral reporting systemsappealable decision (or settlement tantamount thereto), (iii) a fee of $1,500 per day per appraiserdisputes solely among Indemnitees or their Related Persons and not arising from any act or omission by any Parent Company, plus out-of-pocket expensesHoldings, for each appraisal of the Collateral performed by personnel employed by Agent, and (iv) the actual charges paid or incurred by Agent if it elects to employ the services of one or more third Persons to perform financial audits, to appraise the Collateral, or any portion thereof, or to assess the Borrower's (Borrower or any of its Subsidiaries'Subsidiaries (it being understood that this clause (iii) shall not apply to the indemnification of an Agent or a Joint Lead Arranger in a suit involving an Agent or a Joint Lead Arranger, in each case, in its capacity as such, unless such suit has resulted from the gross negligence, bad faith or willful misconduct of such Agent or Joint Lead Arranger as determined by a court of competent jurisdiction in a final non-appealable decision (or settlement tantamount thereto)) or (iv) any settlement of any Proceeding effected without the Borrower’s consent (which consent shall not be unreasonably withheld, conditioned or delayed), but if settled with the Borrower’s written consent or if there is a judgment by a court of competent jurisdiction in any such Proceeding, the Borrower shall indemnify and hold harmless each Indemnitee from and against any and all losses, claims, damages, liabilities and expenses by reason of such settlement or judgment in accordance with the other provisions of this Section 10.5.

Payment of Expenses; Indemnification. (a) The Borrower agrees to paypay or reimburse on a monthly basis (and in any event as required by the DIP Order), upon demandwithout the requirement of prior Bankruptcy Court approval and whether incurred before or after the Petition Date, (a) the Agents for all their reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparation and execution and delivery of, and any amendment, waiver, supplement or modification to, this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees, disbursements (including recording and filing fees) and other charges of Xxxxx Xxxxx LLP, in its capacity as counsel to the Agents, and one counsel in each appropriate local jurisdiction (excluding any allocated costs of in-house counsel) and certain reasonable and documented out-of-pocket costs and expenses of Lenders as the Borrower may agree to pay or reimburse, and (ab) the each Issuing Bank and Agent for all its reasonable and each Lender documented out-of-pocket costs and expenses incurred in connection with (i) the negotiationenforcement or preservation of any rights under this Agreement, preparation, execution and delivery of this Credit Agreement and the other Credit Documents and any such other documents, in each case, whether before or after the occurrence of an Event of Default, including the reasonable fees, disbursements and other charges of one counsel, and one counsel in each appropriate local jurisdiction to the Administrative Agent, Collateral Agent and the other Agents (unless there is an actual or perceived conflict of interest in which case each such Person may, with the Borrower’s consent (not to be unreasonably withheld or delayed), retain its own counsel), (b) The Borrower agrees to pay, indemnify, and hold harmless each Lender, Issuing Bank and Agent and their respective Related Parties from and against any and all other liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, whether or not such proceedings are brought by the Borrower, any of its Related Parties or any other third Person, including reasonable and documented fees, disbursements and other charges of one primary counsel for all such Persons, taken as a whole, and, if necessary, by a single firm of local counsel in each appropriate jurisdiction for all such Persons, taken as a whole (unless there is an actual or perceived conflict of interest in which case each such Person may, with the consent of the Borrower (not to be unreasonably withheld or delayed), retain its own counsel), with respect (i) the execution, delivery, enforcement, performance and administration of this Agreement, the other Credit Documents and any such other documents and (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by any Issuing Bank 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), including, without limitation, any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law (other than by such indemnified person or any of its Related Parties (other than any trustee or advisor)) or to any actual or alleged presence, release or threatened release of Hazardous Materials involving or attributable to the Borrower, any of its Subsidiaries or any of the Oil and instruments referred Gas Properties (all the foregoing in this clause (b), collectively, the “Indemnified Liabilities”); provided that the Borrower shall have no obligation hereunder to therein any Agent or any Lender or any of their respective Related Parties with respect to Indemnified Liabilities to the extent to have resulted from (i) the gross negligence or willful misconduct of the party to be indemnified or any of its Related Parties as determined by a final non-appealable judgment of a court of competent jurisdiction, (ii) any material breach of any Credit Document by the party to be indemnified or (iii) disputes, claims, demands, actions, judgments or suits not arising from any act or omission by the Borrower or its Affiliates, brought by an indemnified Person against any other indemnified Person (other than disputes, claims, demands, actions, judgments or suits involving claims against any Agent in its capacity as such). No Person entitled to indemnification under clause (b) of this Section 13.5 shall be liable for any damages arising from the use by others of any information or other materials obtained through internet, electronic, telecommunications or other information transmission systems (including IntraLinks or SyndTrak Online) in connection with this Agreement, except to the extent that such damages have resulted from the willful misconduct or gross negligence of the party to be indemnified or any of its Related Parties (as determined by a court of competent jurisdiction in a final and non-appealable decision), nor (except solely as a result of the indemnification obligations of the Borrower or any of its Subsidiaries set forth above) shall any such Person, the Borrower or any of its Subsidiaries have any liability for any special, punitive, indirect or consequential damages (including, without limitation, the reasonable fees and expenses any loss of special external counsel profits, business or anticipated savings) relating to the Agent and special external counsel to the Lenders and the fees and expenses this Agreement or any other Credit Document or arising out of special external counsel for the Agent its activities in connection with collateral issues but excluding any herewith or therewith (whether before or after the Closing Date). (c) All amounts for services rendered by internal counsel) and (ii) any amendment, waiver or consent relating hereto and thereto including, without limitation, any such amendments, waivers or consents resulting from or related to any work-out, re-negotiation or restructure relating to the performance payable under this Section 13.5 shall be paid within 10 Business Days of receipt by the Borrower under of an invoice relating thereto setting forth such expense in reasonable detail, accompanied, if requested by the Borrower, by reasonable supporting documentation. The agreements in this Credit Agreement and (b) the Agent and each Lender in connection with enforcement Section 13.5 shall survive repayment of the Credit Documents Loans and payment of all other amounts payable hereunder. This Section 13.5 shall not apply with respect to any Taxes other than Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever resulting from a non-Tax claim, which shall be governed exclusively by Section 5.4 and, to the documents and instruments referred to extent set forth therein, including but not limited to, any work-out, re-negotiation or restructure relating to the performance by the Borrower under this Credit Agreement, including, without limitation, in connection with any such enforcement, the reasonable fees Sections 2.10 and disbursements of counsel for the Agent and each of the Lenders (including the allocated costs of internal counsel). In addition, the Borrower agrees to pay, upon demand, for the separate account of Agent, audit, appraisal, and valuation fees and charges as follows: (i) a fee of $750 per day, per auditor, plus out-of-pocket expenses for each financial audit performed by personnel employed by Agent, (ii) if implemented, a one time charge of $3,000 plus out-of-pocket expenses for expenses for the establishment of electronic collateral reporting systems, (iii) a fee of $1,500 per day per appraiser, plus out-of-pocket expenses, for each appraisal of the Collateral performed by personnel employed by Agent, and (iv) the actual charges paid or incurred by Agent if it elects to employ the services of one or more third Persons to perform financial audits, to appraise the Collateral, or any portion thereof, or to assess the Borrower's (or any of its Subsidiaries')3.5.

Payment of Expenses; Indemnification. The Borrower agrees (a) to paypay or reimburse the Administrative Agents for all their reasonable, upon demand, all reasonable documented and invoiced out-of-pocket costs and expenses of (awithout duplication) the Agent and each Lender incurred in connection with (i) the negotiation, preparation, preparation and execution and delivery of of, and any amendment, supplement, waiver or modification to, this Credit Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the documents consummation and instruments referred administration of the transactions contemplated hereby and thereby (limited (i) in the case of legal fees and expenses, to therein the reasonable documented fees, disbursements and other charges of Xxxxxx & Xxxxxxx LLP (includingor such other counsel as may be agreed by the Administrative Agent and the Borrower) and, without limitationif reasonably necessary, of a single firm of local counsel in each relevant material jurisdiction, excluding in all cases allocated costs of in-house counsel, and (ii) in the case of fees and expenses related to any other advisor or consultant, solely to the extent the Borrower has consented to the retention or engagement of such Person), (b) to pay or reimburse each Agent for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the reasonable other Credit Documents and any other documents delivered in connection herewith or therewith upon the occurrence and during the continuance of an Event of Default (limited, in the case of legal fees and expenses of special external counsel the Administrative Agents and the Lenders (taken as a whole), to the Agent reasonable documented fees, disbursements and special external other charges of one primary counsel to the Lenders and the fees (x) if reasonably necessary, of a single firm of local counsel a single firm of local counsel in each relevant material jurisdiction and expenses (y) if there is an actual or potential conflict of special external interest, one additional counsel for the affected similarly situated (taken as a whole) Persons), in each case excluding in all cases allocated costs of in-house counsel, and (c) to pay, indemnify, and hold harmless each Lender, each Agent and their respective Affiliates, directors, officers, partners, members, controlling persons, employees, trustees, investment advisors, and agents and successors of the foregoing (the “Indemnified Persons”) from and against any and all actual losses, damages, claims, expenses or liabilities of any kind or nature whatsoever (limited (i) in connection with collateral issues but the case of legal fees and expenses, to the reasonable and documented fees, disbursements, and other charges of one primary counsel and, if reasonably necessary, one local counsel in each relevant material jurisdiction for all such Indemnified Persons (taken as a whole) and, if there is an actual or potential conflict of interest, one additional counsel for the affected Indemnified Persons similarly situated (taken as a whole), in each case excluding any amounts for services rendered by internal in all cases allocated costs of in-house counsel) , and (ii) any amendment, waiver or consent relating hereto in the case of fees and thereto including, without limitation, any such amendments, waivers or consents resulting from or expenses related to any work-outother advisor or consultant, re-negotiation solely to the extent the Borrower has consented to the retention or restructure engagement of such Person in writing), in each case to the extent arising out of or relating to the performance any claim, litigation or other proceeding, regardless whether any such Indemnified Person is a party thereto or whether such claim, litigation or other proceeding is brought by a third party or by the Borrower under or any of its Affiliates, that is related to the execution, delivery, enforcement, performance, and administration of this Agreement, the other Credit Agreement Documents and other documents delivered in connection herewith or therewith or the use of proceeds of any Loans (ball the foregoing in this clause (c), collectively, the “Indemnified Liabilities”); provided that the Borrower shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities (i) resulting from disputes between and among any Indemnified Persons (or any of such Indemnified Person’s Affiliates or any of its or their respective officers, directors, employees, agents, controlling persons, members or the successors of any of the foregoing) that does not involve an act or omission by the Borrower or any of its Subsidiaries (other than any claims against the Administrative Agent, the Collateral Agent or any Sole Lead Arranger and Bookrunner in their respective capacities as such, subject to the immediately succeeding clause (ii)) or (ii) to the extent it has been determined by a final non-appealable judgment of a court of competent jurisdiction to have resulted from (x) the Agent gross negligence, bad faith or willful misconduct of such Indemnified Person (or any of such Indemnified Person’s Affiliates or any of its or their respective officers, directors, employees, agents, controlling persons, members or the successors of any of the foregoing) or (y) a material breach of any Credit Document by such Indemnified Person (or any of such Indemnified Person’s Affiliates or any of its or their respective officers, directors, employees, agents, controlling persons, members or the successors of any of the foregoing). No Person entitled to indemnification under Section 13.5(c) and each Lender no other Person party to this Agreement shall be liable (1) for any damages to any other Indemnified Person or party hereto arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with enforcement this Agreement except to the extent that such damage resulted from bad faith, willful misconduct or gross negligence of such Indemnified Person, such other Person or any of such Indemnified Person’s or such other Person’s Affiliates or any of its or their respective officers, directors, employees, agents, controlling persons, members or the successors of any of the Credit Documents and the documents and instruments referred to thereinforegoing or (2) for any special, including but not limited topunitive, any work-out, re-negotiation indirect or restructure consequential damages relating to this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the performance Closing Date); provided, that this clause (2) shall not limit the Borrower’s indemnity or reimbursement obligations to the extent such special, punitive, indirect or consequential damages are included in any claim by a third party with respect to which the Borrower applicable Indemnified Person is entitled to indemnification in accordance with Section 13.5(c). All amounts due under this Credit AgreementSection 13.5 shall be paid within thirty (30) days after written demand therefor (together with backup documentation supporting such reimbursement request); provided, includinghowever, that an Indemnified Person shall promptly refund any amount to the extent that there is a final judicial or arbitral determination that such Indemnified Person was not entitled to indemnification rights with respect to such payment pursuant to this Section 13.5. The Borrower shall not be liable for any settlement of any proceeding effected without limitationthe Borrower’s written consent (which consent shall not be unreasonably withheld or delayed), but if settled with the Borrower’s written consent or if there is a final and non-appealable judgment by a court of competent jurisdiction for the plaintiff in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent and each of the Lenders (including the allocated costs of internal counsel). In additionproceeding, the Borrower agrees to payindemnify and hold harmless each Indemnified Person from and against any and all actual losses, upon demanddamages, for the separate account of Agentclaims, audit, appraisalliabilities, and valuation fees reasonable and charges as follows: (i) a fee of $750 per day, per auditor, plus documented legal or other out-of-pocket expenses for each financial audit performed by personnel employed reason of such settlement or judgment in accordance with, and to the extent provided in, the other provisions of this Section 13.5. Holdings, the Borrower and their respective Subsidiaries shall not, without the prior written consent of any Indemnified Person (which consent shall not be unreasonably withheld or delayed), effect any settlement of any pending or threatened proceedings in respect of which indemnity could have been sought hereunder by Agent, such Indemnified Person unless such settlement (i) includes an unconditional release of such Indemnified Person in form and substance reasonably satisfactory to such Indemnified Person from all liability or claims that are the subject matter of such proceedings and (ii) if implementeddoes not include any statement as to or any admission of fault, culpability, wrongdoing or a one time charge failure to act by or on behalf of $3,000 plus out-of-pocket expenses for expenses for any Indemnified Person. Each Indemnified Person, by its acceptance of the establishment benefits of electronic collateral reporting systemsthis Section 13.5, (iiiagrees to refund and return any and all amounts paid by the Borrower to it if, pursuant to limitations on indemnification set forth in this Section 13.5, such Indemnified Person was not entitled to receipt of such amounts. The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder. Section 13.5(c) a fee of $1,500 per day per appraisershall not apply with respect to Taxes, plus out-of-pocket other than any Taxes that represent liabilities, obligations, losses, damages, penalties, judgments, costs, expenses, for each appraisal of the Collateral performed by personnel employed by Agentor disbursements, and (iv) the actual charges paid or incurred by Agent if it elects to employ the services of one or more third Persons to perform financial auditsetc., to appraise the Collateral, or arising from any portion thereof, or to assess the Borrower's (or any of its Subsidiaries')non-Tax claim.

Payment of Expenses; Indemnification. (a) The Borrower agrees (i) to paypay or reimburse each of the Agents, upon demand, the Lead Arrangers and the Joint Bookrunners for all their reasonable and documented or invoiced out-of-pocket costs and expenses (without duplication) associated with the syndication of (a) the Agent Initial Term Loan Facility and each Lender incurred in connection with (i) the negotiationdevelopment, preparation, execution and delivery of, and any amendment, supplement, modification to, waiver and/or enforcement of this Credit Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the documents consummation and instruments referred to therein (includingadministration of the transactions contemplated hereby and thereby, without limitation, including the reasonable fees fees, disbursements and expenses other charges of special external counsel Shearman & Sterling LLP and, to the Agent and extent necessary, a single firm of local counsel in each appropriate local jurisdiction (which may include a single special external counsel acting in multiple jurisdictions) or otherwise retained with the Borrower’s consent (such consent not to the Lenders and the fees and expenses of special external counsel for the Agent in connection with collateral issues but excluding any amounts for services rendered by internal counsel) be unreasonably withheld or delayed), and (ii) any amendment, waiver to pay or consent relating hereto and thereto including, without limitation, any such amendments, waivers or consents resulting from or related to any work-out, re-negotiation or restructure relating to the performance by the Borrower under this Credit Agreement and (b) the Agent and each Lender in connection with enforcement of the Credit Documents and the documents and instruments referred to therein, including but not limited to, any work-out, re-negotiation or restructure relating to the performance by the Borrower under this Credit Agreement, including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent and reimburse each of the Lenders (including the allocated costs of internal counsel). In addition, the Borrower agrees to pay, upon demand, Agents for the separate account of Agent, audit, appraisal, all their reasonable and valuation fees documented and charges as follows: (i) a fee of $750 per day, per auditor, plus invoiced out-of-pocket costs and expenses for each financial audit performed by personnel employed by Agentincurred in connection with the enforcement or preservation of any rights under this Agreement, (ii) if implementedthe other Credit Documents and any such other documents, including the reasonable fees, disbursements and other charges of one firm or counsel to the Agents, and, to the extent necessary, a one time charge single firm of $3,000 plus out-of-pocket expenses for expenses for local counsel in each appropriate local jurisdiction (which may include a single special counsel acting in multiple jurisdictions) or otherwise retained with the establishment of electronic collateral reporting systemsBorrower’s consent (such consent not to be unreasonably withheld or delayed), and (iii) a fee to pay, indemnify and hold harmless each Lender, each Agent, each Lead Arranger and each Joint Bookrunner and their respective Related Parties (without duplication) (the “Indemnified Parties”) from and against any and all losses, claims, damages, liabilities or penalties (collectively, “Losses”) of $1,500 per day per appraiser, plus any kind or nature whatsoever and the reasonable and documented and invoiced out-of-pocket expenses, for joint or several, to which any such Indemnified Party may become subject, in each appraisal case to the extent of any such Losses and related expenses, to the extent arising out of, resulting from, or in connection with any action, claim, litigation, investigation or other proceeding (including any inquiry or investigation of the Collateral performed foregoing) (any of the foregoing, a “Proceeding”) (regardless of whether such Indemnified Party is a party thereto or whether or not such Proceeding was brought by personnel employed the Borrower, its equity holders, affiliates or creditors or any other third person), and, subject to Section 13.5(e), to reimburse each such Indemnified Party promptly for any reasonable and documented and invoiced out-of-pocket fees and expenses incurred in connection with investigating, responding to or defending any of the foregoing (which in the case of legal fees shall be limited to the reasonable and documented or invoiced out-of-pocket fees, expenses, disbursements and other charges of a single firm of counsel for all Indemnified Parties, taken as a whole and, to the extent necessary, a single firm of local counsel in each appropriate local jurisdiction (which may include a single special counsel acting in multiple jurisdictions) (and, in the case of an actual or perceived conflict of interest where the Indemnified Party affected by Agentsuch conflict notifies the Borrower of any existence of such conflict and in connection with the investigating, responding to or defending any of the foregoing has retained its own counsel, of one other firm of counsel for such affected Indemnified Party)), relating to the Transactions or the execution, delivery, enforcement, performance and administration of this Agreement, the other Credit Documents and any such other documents or the use of the proceeds of the Loans, (ivall the foregoing in this clause (iii), collectively, the “indemnified liabilities”); provided that this clause (iii) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, liabilities or penalties arising from any non-Tax claim; and provided, further, that the Borrower shall have no obligation hereunder to any Indemnified Party with respect to indemnified liabilities to the extent arising from (a) the actual charges paid gross negligence, bad faith or incurred by Agent if it elects to employ the services willful misconduct of one or more third Persons to perform financial audits, to appraise the Collateral, or any portion thereof, or to assess the Borrower's (such Indemnified Party or any of its Related Parties as determined in a final and non-appealable decision of a court of competent jurisdiction, (b) a material breach of the obligations of such Indemnified Party or any of its Related Parties under the terms of this Agreement or any other Credit Document by such Indemnified Party or any of its Related Parties as determined in a final and non-appealable decision of a court of competent jurisdiction, (c) in addition to clause (b) above, in the case of any Proceeding initiated by Holdings, the Borrower or any Restricted Subsidiary against the relevant Indemnified Party, solely from a breach of the obligations of such Indemnified Party or its Related Parties under the terms of this Agreement or any other Credit Document as determined in a final and non-appealable decision by a court of competent jurisdiction, or (d) any Proceeding brought by any Indemnified Party against any other Indemnified Party that does not involve an act or omission by Holdings, the Borrower or its Restricted Subsidiaries'; provided that each of the Agents, the Lead Arrangers and the Joint Bookrunners, in each case to the extent fulfilling their respective roles in their capacities as such, shall remain indemnified in respect of such a Proceeding, to the extent that none of the exceptions set forth in clause (a), (b) or (c) of the immediately preceding proviso applies to such Person at such time. All amounts payable under this Section 13.5(a) shall be paid within 30 days after receipt by the Borrower of written demand and an invoice relating thereto setting forth such expense in reasonable detail. The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder and the termination of the Obligations. (b) No Credit Party nor any Indemnified Party shall have any liability for any special, punitive, indirect or consequential damages (including any loss of profits, business or anticipated savings) in connection with this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date); provided that the foregoing shall not limit the Borrower’s indemnification and reimbursement obligations to the Indemnified Parties pursuant to Section 13.5(a)(iii), to the extent that such special, punitive, indirect or consequential damages are included in any claim by a third party unaffiliated with any of the Indemnified Parties with respect to which the applicable Indemnified Party is entitled to indemnification under Section 13.5(a)(iii). No Indemnified Party shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby, except to the extent that such damages have resulted from the willful misconduct, bad faith or gross negligence of any Indemnified Party or any of its Related Parties as determined by a final and non-appealable decision of a court of competent jurisdiction. (c) No Credit Party shall be liable for any settlement of any Proceeding effected without written consent of the Borrower (which consent shall not be unreasonably withheld or delayed, it being understood that the withholding of consent due to non-satisfaction of any of the conditions described in clauses (i) and (ii) of paragraph (d) below (with “the Borrower” being substituted for “Indemnified Party” in each such clause) shall be deemed reasonable), but if settled with the Borrower’s written consent or if there is a final and non-appealable judgment by a court of competent jurisdiction for the plaintiff in any such Proceeding, each Credit Party agrees to indemnify and hold harmless each Indemnified Party from and against any and all Losses and reasonable and documented or invoiced legal or other out-of-pocket expenses by reason of such settlement or judgment in accordance with and to the extent provided in the other provisions of this Section 13.5. If any Person has reimbursed any Indemnified Party for any legal or other expenses in accordance with such request and there is a final and non-appealable determination by a court of competent jurisdiction that the Indemnified Party was not entitled to indemnification or contribution rights with respect to such payment pursuant to this Section 13.5, then the Indemnified Party shall promptly refund such amount. (d) No Credit Party shall without the prior written consent of any Indemnified Party (which consent shall not be unreasonably withheld or delayed, it being understood that the withholding of consent due to non-satisfaction of any of the conditions described in clauses (i) and (ii) of this sentence shall be deemed reasonable), effect any settlement of any pending or threatened Proceeding in respect of which indemnity could have been sought hereunder by such Indemnified Party unless such settlement (i) includes an unconditional release of such Indemnified Party in form and substance reasonably satisfactory to such Indemnified Party from all liability or claims that are the subject matter of such Proceeding and (ii) does not include any statement as to or any admission of fault, culpability, wrongdoing or a failure to act by or on behalf of any Indemnified Party. (e) In case any proceeding is instituted involving any Indemnified Party for which indemnification is to be sought hereunder by such Indemnified Party, then such Indemnified Party will promptly notify the Borrower of the commencement of any proceeding; provided, however, that the failure to do so will not relieve the Borrower from any liability that it may have to such Indemnified Party hereunder, except to the extent that the Borrower is materially prejudiced by such failure. Notwithstanding the above, following such notification, the Borrower may elect in writing to assume the defense of such proceeding, and, upon such election, the Borrower will not be liable for any legal costs subsequently incurred by such Indemnified Party (other than reasonable costs of investigation and providing evidence) in connection therewith, unless (i) the Borrower has failed to provide counsel reasonably satisfactory to such Indemnified Party in a timely manner, (ii) counsel provided by the Borrower reasonably determines its representation of such Indemnified Party would present it with a conflict of interest or (iii) the Indemnified Party reasonably determines that there are actual conflicts of interest between the Borrower and the Indemnified Party, including situations in which there may be legal defenses available to the Indemnified Party which are different from or in addition to those available to the Borrower.

Payment of Expenses; Indemnification. (a) The Borrower Borrower, agrees (i) to paypay or reimburse each of the Agents, upon demand, the Lead Arrangers and the Joint Bookrunners for all their reasonable and documented or invoiced out-of-pocket costs and expenses (without duplication) associated with the syndication of (a) the Agent Initial Term Loan Facility and each Lender the Revolving Credit Facility and incurred in connection with (i) the negotiationdevelopment, preparation, execution and delivery of, and any amendment, supplement, modification to, waiver and/or enforcement of this Credit Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the documents consummation and instruments referred to therein (includingadministration of the transactions contemplated hereby and thereby, without limitation, including the reasonable fees fees, disbursements and expenses other charges of special external counsel Xxxxx Xxxx & Xxxxxxxx LLP and, to the Agent and extent necessary, a single firm of local counsel in each appropriate local jurisdiction (which may include a single special external counsel acting in multiple jurisdictions) or otherwise retained with the Borrower’s consent (such consent not to the Lenders and the fees and expenses of special external counsel for the Agent in connection with collateral issues but excluding any amounts for services rendered by internal counsel) and be unreasonably withheld or delayed), (ii) any amendment, waiver to pay or consent relating hereto and thereto including, without limitation, any such amendments, waivers or consents resulting from or related to any work-out, re-negotiation or restructure relating to the performance by the Borrower under this Credit Agreement and (b) the Agent and each Lender in connection with enforcement of the Credit Documents and the documents and instruments referred to therein, including but not limited to, any work-out, re-negotiation or restructure relating to the performance by the Borrower under this Credit Agreement, including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent and reimburse each of the Lenders (including the allocated costs of internal counsel). In addition, the Borrower agrees to pay, upon demand, Agents for the separate account of Agent, audit, appraisal, all their reasonable and valuation fees and charges as follows: (i) a fee of $750 per day, per auditor, plus documented or invoiced out-of-pocket costs and expenses for each financial audit performed by personnel employed by Agentincurred in connection with the enforcement or preservation of any rights under this Agreement, (ii) if implementedthe other Credit Documents and any such other documents, including the reasonable fees, disbursements and other charges of one firm of counsel to the Agents, and, to the extent necessary, a one time charge single firm of $3,000 plus out-of-pocket expenses for expenses for local counsel in each appropriate local jurisdiction (which may include a single special counsel acting in multiple jurisdictions) or otherwise retained with the establishment of electronic collateral reporting systemsBorrower’s consent (such consent not to be unreasonably withheld, conditioned or delayed), and (iii) a fee to pay, indemnify and hold harmless each Lender, each Agent, each Letter of $1,500 per day per appraiserCredit Issuer, plus the Swingline Lender, each Lead Arranger and each Joint Bookrunner and their respective Related Parties (without duplication) (the “Indemnified Parties”) from and against any and all losses, claims, damages, liabilities (including liabilities under Environmental Laws) or penalties (collectively, “Losses”) of any kind or nature whatsoever and the reasonable and documented or invoiced out-of-pocket expenses, for joint or several, to which any such Indemnified Party may become subject, in each appraisal case to the extent of any such Losses and related expenses, to the extent arising out of, resulting from, or in connection with any action, claim, litigation, investigation or other proceeding (including any inquiry or investigation of the Collateral performed foregoing) (any of the foregoing, a “Proceeding”) (regardless of whether such Indemnified Party is a party thereto or whether or not such Proceeding was brought by personnel employed the Borrower, its equity holders, affiliates or creditors or any other third person) and, subject to Section 13.5(e), to reimburse each such Indemnified Party promptly for any reasonable and documented or invoiced out-of-pocket fees and expenses incurred in connection with investigating, responding to or defending any of the foregoing (which in the case of legal fees shall be limited -200- to the reasonable and documented or invoiced out-of-pocket fees, expenses, disbursements and other charges of a single firm of counsel for all Indemnified Parties, taken as a whole and, to the extent necessary, a single firm of local counsel in each appropriate local jurisdiction (which may include a single special counsel acting in multiple jurisdictions) (and, in the case of an actual or perceived conflict of interest where the Indemnified Party affected by Agentsuch conflict notifies the Borrower of any existence of such conflict and in connection with the investigating, responding to or defending any of the foregoing has retained its own counsel, of one other firm of counsel for such affected Indemnified Party in each appropriate jurisdiction)), relating to the Transactions or the execution, delivery, enforcement, performance and administration of this Agreement, the other Credit Documents and any such other documents or the use of the proceeds of the Loans or Letters of Credit (ivall the foregoing in this Section 13.5(a), collectively, the “indemnified liabilities”); provided that this Section 13.5(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, liabilities or penalties arising from any non-Tax claim; and provided, further, that the Borrower shall have no obligation hereunder to any Indemnified Party with respect to indemnified liabilities to the extent arising from (a) the actual charges paid gross negligence, bad faith or incurred by Agent if it elects to employ the services willful misconduct of one or more third Persons to perform financial audits, to appraise the Collateral, or any portion thereof, or to assess the Borrower's (such Indemnified Party or any of its Subsidiaries'Related Parties as determined in a final and non-appealable decision of a court of competent jurisdiction, (b) a material breach of the obligations of such Indemnified Party or any of its Related Parties under the terms of this Agreement or any other Credit Document by such Indemnified Party or any of its Related Parties as determined in a final and non-appealable decision of a court of competent jurisdiction, (c) in addition to clause (b) above, in the case of any Proceeding initiated by the Borrower or any Restricted Subsidiary against the relevant Indemnified Party, solely from a breach of the obligations of such Indemnified Party or its Related Parties under the terms of this Agreement or any other Credit Document as determined in a final and non-appealable decision by a court of competent jurisdiction, or (d) any Proceeding brought by any Indemnified Party against any other Indemnified Party that does not involve an act or omission by the Borrower or any Restricted Subsidiary; provided that each of the Agents, the Letter of Credit Issuer, the Swingline Lender, the Lead Arrangers and the Joint Bookrunners, in each case to the extent fulfilling their respective roles in their capacities as such, shall remain indemnified in respect of such a Proceeding, to the extent that none of the exceptions set forth in clause (a), (b) or (c) of the immediately preceding proviso applies to such Person at such time. All amounts payable under this Section 13.5(a) shall be paid within 30 days after receipt by the Borrower of written demand and an invoice relating thereto setting forth such expense in reasonable detail. The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder and the termination of the Obligations. (b) No Credit Party nor any Indemnified Party shall have any liability for any special, punitive, indirect or consequential damages (including any loss of profits, business or anticipated savings) in connection with this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date); provided that the foregoing shall not limit the Borrower’s indemnification and reimbursement obligations to the Indemnified Parties pursuant to Section 13.5(a)(iii), to the extent that such special, punitive, indirect or consequential damages are included in any claim by a third party unaffiliated with any of the Indemnified Parties with respect to which the applicable Indemnified Party is entitled to indemnification under Section 13.5(a)(iii). No Indemnified Party shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby, except to the extent that such damages have resulted from the willful misconduct, bad faith or gross negligence of any Indemnified Party or any of its Related Parties as determined by a final and non-appealable decision of a court of competent jurisdiction. (c) No Credit Party shall be liable for any settlement of any Proceeding effected without written consent of the Borrower (which consent shall not be unreasonably withheld or delayed, it being understood that the withholding of consent due to non-satisfaction of any of the conditions described in clauses (i) and (ii) of paragraph (d) below (with “the Borrower” being substituted for “Indemnified Party” in each such clause) shall be deemed reasonable), but if settled with the Borrower’s written consent or if there is a final and non-appealable judgment by a court of competent jurisdiction in any such Proceeding, each Credit Party agrees to indemnify and hold harmless each Indemnified Party from and against any and all Losses and reasonable and documented or invoiced legal or other out-of-pocket expenses by reason of such settlement or judgment in accordance with and to the extent provided in the other provisions of this Section 13.5. If any Person has reimbursed any Indemnified Party for any legal or other expenses in accordance with such request and there is a final and non-appealable determination by a court of competent jurisdiction that the Indemnified Party was not entitled to indemnification or contribution rights with respect to such payment pursuant to this Section 13.5, then the Indemnified Party shall promptly refund such amount. (d) No Credit Party shall without the prior written consent of any Indemnified Party (which consent shall not be unreasonably withheld or delayed, it being understood that the withholding of consent due to non-satisfaction of any of the conditions described in clauses (i) and (ii) of this sentence shall be deemed reasonable), effect any settlement of any pending or threatened Proceeding in respect of which indemnity could have been sought hereunder by such Indemnified Party unless such settlement (i) includes an unconditional release of such Indemnified Party in form and substance reasonably satisfactory to such Indemnified Party from all liability or claims that are the subject matter of such Proceeding and (ii) does not include any statement as to or any admission of fault, culpability, wrongdoing or a failure to act by or on behalf of any Indemnified Party. (e) In case any proceeding is instituted involving any Indemnified Party for which indemnification is to be sought hereunder by such Indemnified Party, then such Indemnified Party will promptly notify the Borrower of the commencement of any proceeding; provided, however, that the failure to do so will not relieve the Borrower from any liability that it may have to such Indemnified Party hereunder, except to the extent that the Borrower is materially prejudiced by such failure. Notwithstanding the above, following such notification, the Borrower may elect in writing to assume the defense of such proceeding, and, upon such election, the Borrower will not be liable for any legal costs subsequently incurred by such Indemnified Party (other than reasonable costs of investigation and providing evidence) in connection therewith, unless (i) the Borrower has failed to provide counsel reasonably satisfactory to such Indemnified Party in a timely manner, (ii) counsel provided by the Borrower reasonably determines its representation of such Indemnified Party would present it with a conflict of interest or (iii) the Indemnified Party reasonably determines that there are actual conflicts of interest between the Borrower and the Indemnified Party, including situations in which there may be legal defenses available to the Indemnified Party which are different from or in addition to those available to the Borrower.

Payment of Expenses; Indemnification. The Borrower agrees (a) to paypay or reimburse the Administrative Agent, upon demandthe First Amendment Lead Arranger, the Second Amendment Lead Arranger and the Third Amendment Lead Arranger for all of their reasonable and documented out-of-pocket costs and expenses of (a) the Agent and each Lender incurred in connection with (i) the negotiationdevelopment, preparationpreparation and execution of, execution and delivery of any amendment, supplement or modification to, this Credit Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable and documented or invoiced fees, disbursements and other charges of one counsel to the Administrative Agent, the First Amendment Lead Arranger, the Second Amendment Lead Arranger and the Third Amendment Lead Arranger, and in connection with local and collateral matters, one counsel in any relevant local jurisdiction, (b) to pay all reasonable out of pocket expenses incurred by any Letter of Credit Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (c) to pay or reimburse the Administrative Agent and any other Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents and instruments referred to therein (including, without limitation, after the occurrence and during the continuance of a Default or Event of Default and in connection with any workout or restructuring or proceeding under the Bankruptcy Code or any other Debtor Relief Law), including the reasonable fees fees, disbursements and expenses other charges of special external one primary counsel (and, in the case of an actual or perceived conflict of interest by an Agent, where the Agent affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another counsel to the affected Agent), and one local counsel in each appropriate jurisdiction (which may include one special counsel acting in multiple jurisdictions), (d) to pay, indemnify, and hold harmless each Lender and Agent from, any and all recording and filing fees and (e) to pay, indemnify, and hold harmless each Lender, each Letter of Credit Issuer and each Agent and special external their respective Related Parties (each, an “Indemnitee”) from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable and documented fees, disbursements and other charges of one primary counsel (and, in the case of an actual or perceived conflict of interest by an Indemnitee, where the Indemnitee affected by such conflict informs the Borrower or such conflict and thereafter retains its own counsel, of another counsel to the Lenders affected Indemnitee), and one local counsel in each appropriate jurisdiction (which may include one special counsel acting in multiple jurisdictions), with respect to the fees execution, delivery, enforcement, performance and expenses administration of special external counsel for this Agreement, the Agent in connection with collateral issues but excluding other Credit Documents and any amounts for services rendered such other documents, including the financing contemplated hereby (regardless of whether any Indemnitee is a party thereto and regardless of whether any such matter is initiated by internal counsel) and (ii) a third party or by Holdings, the Borrower, any amendmentof their respective Affiliates, waiver creditors or consent relating hereto and thereto equity holders or any other Person), including, without limitation, any such amendments, waivers or consents resulting from or related to any work-out, re-negotiation or restructure of the foregoing relating to the performance by violation of, noncompliance with or liability under, any Environmental Law or to any actual or alleged presence, release or threatened release of Hazardous Materials involved or attributable to the operations of the Borrower, any of its Subsidiaries or any of the Real Estate (all the foregoing in this clause (e), collectively, the “indemnified liabilities”); provided that the Borrower under this Credit Agreement and (b) the Agent and each Lender in connection shall have no obligation hereunder to any such Indemnitee with enforcement of the Credit Documents and the documents and instruments referred respect to therein, including but not limited to, any work-out, re-negotiation or restructure relating indemnified liabilities to the performance by the Borrower under this Credit Agreement, including, without limitation, in connection with any extent such enforcement, the reasonable fees and disbursements of counsel for the Agent and each of the Lenders (including the allocated costs of internal counsel). In addition, the Borrower agrees to pay, upon demand, for the separate account of Agent, audit, appraisal, and valuation fees and charges as follows: indemnified liabilities result from (i) the gross negligence or willful misconduct of such Indemnitee or its controlled Affiliates or its controlling persons or their respective officers, directors, employees, agents, advisors or members, in each case, who are involved in the Transactions (as determined by a fee court of $750 per day, per auditor, plus outcompetent jurisdiction in a final and non-of-pocket expenses for each financial audit performed by personnel employed by Agentappealable decision), (ii) if implemented, a material breach by such Indemnitee or one time charge of $3,000 plus out-of-pocket expenses for expenses for the establishment its Affiliate of electronic collateral reporting systems, its funding obligations hereunder or (iii) a fee disputes by and among such Indemnitees (other than any claims against any Agent, any other agent, arranger or bookrunner named on the cover page hereto, any Amendment Agent or any Letter of $1,500 per day per appraiser, plus out-of-pocket expenses, for each appraisal Credit Issuer in such capacities or fulfilling such roles or any similar role or with respect to acts or omissions taken in furtherance of or relating to such capacities or roles) to the extent such disputes do not arise from any act or omission of the Collateral performed by personnel employed by Agent, and (iv) the actual charges paid or incurred by Agent if it elects to employ the services of one or more third Persons to perform financial audits, to appraise the Collateral, or any portion thereof, or to assess the Borrower's (Borrower or any of its Subsidiaries'Affiliates. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks, SyndTrak or other similar information transmissions systems in connection with this Agreement or the Transactions. No Indemnitee shall have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date). The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses; Indemnification. The Borrower agrees (i) to pay, upon demand, pay or reimburse each Agent and the Lead Arrangers for all their respective reasonable and documented out-of-pocket costs and expenses of (a) the Agent and each Lender incurred in connection with the syndication of the Facilities (iother than fees payable to syndicate members) and the negotiation, preparation, execution and delivery of this Credit Agreement and the other Credit Loan Documents and any other documents prepared in connection herewith or therewith and any amendment or waiver thereto, and, as to the documents and instruments referred to therein (including, without limitationAgents only, the administration of the transactions contemplated hereby and thereby, including the reasonable and documented fees and expenses disbursements and other charges of special external counsel to the Agent Agents (but limited, in the case of legal fees and special external expenses, to the reasonable and documented out-of-pocket fees, disbursements and other charges of one firm of outside counsel to the Lenders and the fees and expenses all such Persons taken as a whole and, if reasonably necessary, of special external one local counsel for the Agent in any relevant jurisdiction to such Persons, taken as a whole) in connection with collateral issues but excluding any amounts for services rendered by internal counsel) all of the foregoing, and (ii) any amendmentto pay or reimburse each Lender, waiver or consent relating hereto each Issuing Lender, the Agents and thereto including, without limitation, any such amendments, waivers or consents resulting from or related to any workthe Lead Arrangers for all their documented out-out, reof-negotiation or restructure relating to the performance by the Borrower under this Credit Agreement pocket costs and (b) the Agent and each Lender expenses incurred in connection with the enforcement of any rights under this Agreement, the Credit other Loan Documents and the documents and instruments referred to thereinany such other documents, including but not limited to, any work-out, re-negotiation or restructure relating to the performance by the Borrower under this Credit Agreement, including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for (but limited, in the Agent and each case of the Lenders (including the allocated costs of internal counsel). In addition, the Borrower agrees to pay, upon demand, for the separate account of Agent, audit, appraisal, and valuation legal fees and charges as follows: (i) a fee of $750 per dayexpenses, per auditor, plus to the reasonable and documented out-of-pocket expenses for each financial audit performed by personnel employed by Agentfees, (ii) if implemented, a one time charge of $3,000 plus out-of-pocket expenses for expenses for the establishment of electronic collateral reporting systems, (iii) a fee of $1,500 per day per appraiser, plus out-of-pocket expenses, for each appraisal of the Collateral performed by personnel employed by Agent, disbursements and (iv) the actual other charges paid or incurred by Agent if it elects to employ the services of one firm of outside counsel to all such Persons taken as a whole (and, in the case of an actual or more third Persons perceived conflict of interest, one additional firm of counsel for all similarly affected Persons) and, if reasonably necessary, of one local counsel in each relevant jurisdiction to perform financial auditssuch Persons, taken as a whole (and, in the case of an actual or perceived conflict of interest, one additional firm of local counsel in each relevant jurisdiction for all similarly affected Persons)) in connection with enforcement proceedings. Other than to appraise the Collateralextent required to be paid on the Closing Date, all amounts due under this clause (a) shall be payable by the Borrower within 30 days of receipt of an invoice relating thereto, setting forth such expenses in reasonable detail and together with backup documentation supporting such reimbursement requests. Except with respect to stamp, recording and similar Other Taxes (and, in any event, excluding any such Other Taxes in respect of any assignments or any portion thereofparticipations), or this Section 10.5(a) shall not apply with respect to assess the Borrower's (or any Taxes, which shall be governed by Sections 2.19 and 2.20 other than Taxes arising as a result of its Subsidiaries')a payment made pursuant to this Section 10.5.

Payment of Expenses; Indemnification. The Borrower agrees Borrowers agree (a) to paypay or reimburse the Administrative Agent, upon demandthe Collateral Trustee and the Lead Arrangers for all their reasonable, all reasonable documented and invoiced out-of-pocket costs and expenses of (a) the Agent and each Lender incurred in connection with the preparation, negotiation, syndication and execution and delivery of, and any amendment, waiver, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of Xxxxxx & Xxxxxxx LLP, in its capacity as counsel to the Administrative Agent and the Lead Arrangers, Xxxxxx & Whitney LLP in its capacity as counsel to the Collateral Trustee and one counsel as reasonably necessary in each appropriate local jurisdiction (excluding any allocated costs of in-house counsel), (b) to pay or reimburse each Agent for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including the reasonable fees, disbursements and other charges of one counsel to the Agents and the Lenders, taken as a whole, (unless there is an actual or perceived conflict of interest in which case such affected Person may retain its own counsel), (c) to pay, indemnify, and hold harmless each Lender, Lead Arranger and Agent from, any and all recording and filing fees and (d) to pay, indemnify, and hold harmless each Lender, Lead Arranger and Agent and their respective Related Parties from and against any and all other liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements to the extent arising out of or relating to (i) the negotiationexecution, preparationdelivery, execution enforcement, performance and delivery administration of this Credit Agreement and Agreement, the other Credit Loan Documents and any such other documents, the documents Transactions and instruments referred any related transactions, (ii) any Loan or the use of the proceeds therefrom, including, without limitation, any of the foregoing relating to therein the violation of, noncompliance with or liability under any Environmental Law other than by such indemnified person or any of its Related Parties or to any actual or alleged presence, release or threatened release of Hazardous Materials involving or attributable to the Borrowers, any of their Subsidiaries or any of their properties and (iii) any claim or any litigation or other proceedings (regardless of whether any such person or any of their respective Related Parties is a party thereto and whether or not any such claim, litigation or proceeding is brought by the Borrowers, any of its Affiliates any other third Person) that relate to the foregoing, including reasonable and documented fees, disbursements and other charges of one primary counsel for all such Persons, taken as a whole, and, if necessary, by a single firm of local counsel in each appropriate jurisdiction for all such Persons, taken as a whole (unless there is an actual or perceived conflict of interest in which case such affected Person may retain its own counsel), (all the foregoing in this clause (d), collectively, the “Indemnified Liabilities”); provided that the Borrowers shall have no obligation hereunder to any Agent or any Lender or any of their respective Related Parties with respect to Indemnified Liabilities to the extent (1) found by a court of competent jurisdiction in a final non-appealable judgment to have resulted from (i) the gross negligence, bad faith or willful misconduct of the party to be indemnified or (ii) any material breach of any Loan Document by the party to be indemnified or (2) arising from disputes, claims, demands, actions, judgments or suits not arising from any act or omission by the Borrowers or its Affiliates, brought by an indemnified Person against any other indemnified Person (other than disputes, claims, demands, actions, judgments or suits involving claims against any Agent in its capacity as such). No Person entitled to indemnification under clause (d) of this Section 10.05 shall be liable for any damages arising from the use by others of any information or other materials obtained through internet, electronic, telecommunications or other information transmission systems (including IntraLinks or SyndTrak Online) in connection with this Agreement or any other Loan Document, except to the extent that such damages have resulted from the gross negligence, bad faith or willful misconduct of the party to be indemnified or any of its Related Parties (as determined by a court of competent jurisdiction in a final and non-appealable decision), nor (except solely as a result of the indemnification obligations of the Borrowers set forth above) shall any such Person or the Borrowers have any liability for any special, punitive, indirect or consequential damages (including, without limitation, the reasonable fees and expenses any loss of special external counsel profits, business or anticipated savings) relating to the Agent and special external counsel to the Lenders and the fees and expenses this Agreement or any other Loan Document or arising out of special external counsel for the Agent its activities in connection herewith or therewith (whether before or after the Closing Date). All amounts payable under this Section 10.05 shall be paid within 10 Business Days of receipt by the Borrowers of an invoice relating thereto setting forth such expense in reasonable detail, accompanied, if requested by the Borrowers, by reasonable supporting documentation. The agreements in this Section 10.05 shall survive repayment of the Loans and all other amounts payable hereunder. This Section 10.05 shall not apply with collateral issues but excluding any amounts for services rendered by internal counsel) and (ii) any amendment, waiver or consent relating hereto and thereto including, without limitation, any such amendments, waivers or consents resulting from or related respect to any workTaxes other than Taxes that represent losses, claims, damages, etc. arising from any non-out, re-negotiation or restructure relating to the performance by the Borrower under this Credit Agreement and (b) the Agent and each Lender in connection with enforcement of the Credit Documents and the documents and instruments referred to therein, including but not limited to, any work-out, re-negotiation or restructure relating to the performance by the Borrower under this Credit Agreement, including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent and each of the Lenders (including the allocated costs of internal counsel). In addition, the Borrower agrees to pay, upon demand, for the separate account of Agent, audit, appraisal, and valuation fees and charges as follows: (i) a fee of $750 per day, per auditor, plus out-of-pocket expenses for each financial audit performed by personnel employed by Agent, (ii) if implemented, a one time charge of $3,000 plus out-of-pocket expenses for expenses for the establishment of electronic collateral reporting systems, (iii) a fee of $1,500 per day per appraiser, plus out-of-pocket expenses, for each appraisal of the Collateral performed by personnel employed by Agent, and (iv) the actual charges paid or incurred by Agent if it elects to employ the services of one or more third Persons to perform financial audits, to appraise the Collateral, or any portion thereof, or to assess the Borrower's (or any of its Subsidiaries')Tax claim.

Payment of Expenses; Indemnification. The Borrower agrees to payagrees, upon in each case within thirty days of written demand, (a) to pay or reimburse the Agents for all their reasonable and documented out-of-pocket costs and expenses of (awithout duplication) the Agent and each Lender incurred in connection with (i) the negotiation, preparation, preparation and execution and delivery of of, and any amendment, supplement, waiver or modification to, this Credit Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the documents consummation and instruments referred administration of the transactions contemplated hereby and thereby (limited (i) in the case of legal fees and expenses, to therein (including, without limitation, the reasonable fees and expenses of special external counsel to the Agent and special external counsel to the Lenders and the fees and expenses of special external counsel for the Agent in connection with collateral issues but excluding any amounts for services rendered by internal counsel) and (ii) any amendment, waiver or consent relating hereto and thereto including, without limitation, any such amendments, waivers or consents resulting from or related to any work-out, re-negotiation or restructure relating to the performance by the Borrower under this Credit Agreement and (b) the Agent and each Lender in connection with enforcement of the Credit Documents and the documents and instruments referred to therein, including but not limited to, any work-out, re-negotiation or restructure relating to the performance by the Borrower under this Credit Agreement, including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent and each of the Lenders (including the allocated costs of internal counsel). In addition, the Borrower agrees to pay, upon demand, for the separate account of Agent, audit, appraisal, and valuation fees and charges as follows: (i) a fee of $750 per day, per auditor, plus out-of-pocket expenses for of Xxxx Xxxxxxxx, LLP, as counsel to the Agents and, if reasonably necessary, of a single firm counsel in each financial audit performed by personnel employed by Agentrelevant material jurisdiction, in each case, shall exclude allocated costs of in-house counsel, and (ii) if implementedin the case of fees and expenses related to any other advisor or consultant, solely to the extent the Borrower has consented to the retention or engagement of such Person), (b) to pay or reimburse each Agent for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any other documents delivered in connection herewith or therewith upon the occurrence and during the continuance of an Event of Default (limited, in the case of legal fees and expenses of the Agents, the Letter of Credit Issuer and the Lenders (taken as a one time charge of $3,000 plus whole), to the reasonable and documented fees reasonable and documented out-of-pocket expenses for expenses of Xxxx Xxxxxxxx LLP (or such other counsel as may be agreed by the Administrative Agent and the Borrower) and (x) if reasonably necessary, of a single firm of local counsel in each relevant material jurisdiction and (y) if there is an actual or perceived conflict of interest, one additional counsel for the establishment affected similarly situated (taken as a whole) Persons), in each case excluding in all cases allocated costs of electronic collateral reporting systemsin-house counsel, and (iiic) a fee to pay, indemnify, and hold harmless each Lender, each Agent, the Letter of $1,500 per day per appraiserCredit Issuer and their respective Affiliates, plus directors, officers, members, controlling persons, employees, trustees, investment advisors, and agents and successors of the foregoing (in each case, excluding any Excluded Affiliate, the “Indemnified Persons”) from and against any and all actual losses, damages, claims, expenses or liabilities of any kind or nature whatsoever (limited (i) in the case of legal fees and expenses, to the reasonable and documented out-of-pocket expensesfees, disbursements, and other charges of one primary counsel and, if reasonably necessary, one local counsel in each relevant material jurisdiction for all such Indemnified Persons (taken as a whole) and, if there is an actual or perceived conflict of interest, one additional counsel for the affected Indemnified Persons similarly situated (taken as a whole), in each appraisal case excluding in all cases allocated costs of the Collateral performed by personnel employed by Agentin-house counsel, and (ivii) in the actual charges paid case of fees and expenses related to any other advisor or incurred consultant, solely to the extent the Borrower has consented to the retention or engagement of such Person in writing), in each case to the extent arising out of or relating to any claim, litigation or other proceeding, regardless whether any such Indemnified Person is a party thereto or whether such claim, litigation or other proceeding is brought by Agent if it elects to employ a third party or by the services of one or more third Persons to perform financial audits, to appraise the Collateral, Borrower or any portion thereofof its Affiliates, that is related to the execution, delivery, enforcement, performance, and administration of this Agreement, the other Credit Documents and other documents delivered in connection herewith or therewith or the use of proceeds of any Credit Facility, including any of the foregoing relating to assess the Borrower's violation of, noncompliance with or liability under, any Environmental Law or any actual or alleged presence, Release or threatened Release of Hazardous Materials involving or attributable to Holdings or any of its Subsidiaries (all the foregoing in this clause (c), collectively, the “Indemnified Liabilities”); provided, that the Borrower shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities (i) resulting from disputes between and among any Indemnified Persons (or any of such Indemnified Person’s Affiliates or any of its Subsidiaries'or their respective officers, directors, employees, agents, controlling persons, members or the successors of any of the foregoing) that does not involve an act or omission by the Borrower or any of its Subsidiaries (other than any claims against the Administrative Agent or Joint Lead Arrangers and Bookrunners in their respective capacities as such, subject to the immediately succeeding clause (ii)), or (ii) to the extent it has been determined by a final non-appealable judgment of a court of competent jurisdiction to have resulted from (x) the gross negligence, bad faith or willful misconduct of such Indemnified Person (or any of such Indemnified Person’s Affiliates or any of its or their respective officers, directors, employees, agents, controlling persons, members or the successors of any of the foregoing) or (y) a material breach of any Credit Document by such Indemnified Person (or any of such Indemnified Person’s Affiliates or any of its or their respective officers, directors, employees, agents, controlling persons, members or the successors of any of the foregoing). No Person entitled to indemnification under Section 13.5(c) and no other Person party to this Agreement shall be liable (1) for any damages to any other Indemnified Person or party hereto arising from the use by others of any information or other materials obtained through IntraLinks, Xxxxxxx Datasite or other similar information transmission systems in connection with this Agreement except to the extent that such damage resulted from bad faith, material breach, willful misconduct or gross negligence (as determined by a final non-appealable judgment of a court of competent jurisdiction) of such Indemnified Person, such other Person or any of such Indemnified Person’s or such other Person’s Affiliates or any of its or their respective officers, directors, employees, agents, controlling persons, members or the successors of any of the foregoing or (2) for any special, punitive, indirect or consequential damages relating to this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date); provided, that this clause (2) shall not limit the Borrower’s indemnity or reimbursement obligations to the extent such special, punitive, indirect or consequential damages are included in any claim by a third party unrelated to or unaffiliated with such Indemnified Person with respect to which the applicable Indemnified Person is entitled to indemnification in accordance with Section 13.5(c). All amounts due under this Section 13.5 shall be paid within thirty (30) days after written demand therefor (together with backup documentation supporting such reimbursement request). The Borrower shall not be liable for any settlement of any proceeding effected without the Borrower’s prior written consent (which consent shall not be unreasonably withheld, delayed, conditioned or denied), but if settled with the Borrower’s prior written consent or if there is a final and non-appealable judgment by a court of competent jurisdiction for the plaintiff in any such proceeding, the Borrower agrees to indemnify and hold harmless each Indemnified Person from and against any and all actual losses, damages, claims, liabilities, and reasonable and documented legal or other out-of-pocket expenses by reason of such settlement or judgment in accordance with, and to the extent provided in, the other provisions of this Section 13.5. The Borrower shall not, without the prior written consent of an Indemnified Person (which consent shall not be unreasonably withheld, delayed, conditioned or denied), effect any settlement of any pending or threatened proceeding in respect of which indemnity could have been sought hereunder by such Indemnified Person unless (a) such settlement includes an unconditional release of such Indemnified Person in form and substance reasonably satisfactory to such Indemnified Person from all liability on claims that are the subject matter of such proceeding and (b) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of such Indemnified Person. Each Indemnified Person shall, in consultation with the Borrower, take all reasonable steps to mitigate any losses, claims, damages and liabilities and shall give (subject to confidentiality or legal restrictions) such information and assistance to the Borrower as the Borrower may reasonably request in connection with any action proceeding or investigation in connection with any losses claims, damages and liabilities. The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder. This Section 13.5 shall not apply with respect to Taxes, other than any Taxes that represent liabilities, obligations, losses, damages, penalties, judgments, costs, expenses, or disbursements, etc., arising from any non-Tax claim.

Payment of Expenses; Indemnification. The Borrower agrees (a) Each of Holdings and the Borrower, jointly and severally, agree (i) to pay, upon demand, pay or reimburse each of the Agents for all their reasonable and documented out-of-pocket costs and expenses of (awithout duplication) the Agent and each Lender incurred in connection with (i) the negotiationdevelopment, preparation, execution and delivery of of, and any amendment, supplement, modification to, waiver and/or enforcement this Credit Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the documents consummation and instruments referred to therein (includingadministration of the transactions contemplated hereby and thereby, without limitation, including the reasonable fees fees, disbursements and expenses other charges of special external Cxxxxx Xxxxxx & Rxxxxxx LLP (or such other counsel to as may be agreed by the Administrative Agent and special external the Borrower), one counsel in each relevant local jurisdiction with the consent of the Borrower (such consent not to the Lenders and the fees and expenses of special external counsel for the Agent in connection with collateral issues but excluding any amounts for services rendered by internal counsel) and be unreasonably withheld or delayed), (ii) any amendment, waiver to pay or consent relating hereto reimburse each Agent for all their reasonable and thereto including, without limitation, any such amendments, waivers or consents resulting from or related to any work-out, re-negotiation or restructure relating to the performance by the Borrower under this Credit Agreement and (b) the Agent and each Lender in connection with enforcement of the Credit Documents and the documents and instruments referred to therein, including but not limited to, any work-out, re-negotiation or restructure relating to the performance by the Borrower under this Credit Agreement, including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent and each of the Lenders (including the allocated costs of internal counsel). In addition, the Borrower agrees to pay, upon demand, for the separate account of Agent, audit, appraisal, and valuation fees and charges as follows: (i) a fee of $750 per day, per auditor, plus documented out-of-pocket costs and expenses for each financial audit performed by personnel employed by incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents, including the reasonable fees, disbursements and other charges of one firm or counsel to the Administrative Agent and the Collateral Agent, and, to the extent required, one firm or local counsel in each relevant local jurisdiction with the Borrower’s consent (iisuch consent not to be unreasonably withheld or delayed (which may include a single special counsel acting in multiple jurisdictions), and (iii) if implementedto pay, a one time charge indemnify and hold harmless each Lender, each Agent, the Letter of $3,000 plus Credit Issuer and their respective Related Parties (without duplication) (the “Indemnified Persons”) from and against any and all losses, claims, damages, liabilities, obligations, demands, actions, judgements, suits, costs, expenses, disbursements or penalties of any kind or nature whatsoever (and the reasonable and documented out-of-pocket expenses for expenses for the establishment of electronic collateral reporting systemsfees, (iii) a fee of $1,500 per day per appraiser, plus out-of-pocket expenses, disbursements and other charges of one firm of counsel for each appraisal all Indemnified Persons, taken as a whole (and, in the case of an actual or perceived conflict of interest where the Indemnified Person affected by such conflict notifies the Borrower of any existence of such conflict and in connection with the investigating or defending any of the Collateral performed by personnel employed by Agentforegoing (including the reasonable fees) has retained its own counsel, of another firm of counsel for such affected Indemnified Person), and to the extent required, one firm or local counsel in each relevant jurisdiction (ivwhich may include a single special counsel acting in multiple jurisdictions)) the actual charges paid of any such Indemnified Person arising out of or incurred by Agent if it elects relating to employ the services any action, claim, litigation, investigation or other proceeding (regardless of one or more third Persons to perform financial auditswhether such Indemnified Person is a party thereto), to appraise the Collateralarising out of, or any portion thereof, with respect to the Transactions or to assess the Borrower's (execution, delivery, performance and administration of this Agreement, the other Credit Documents and any such other documents, including any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law or any actual or alleged presence, Release or threatened Release of Hazardous Materials attributable to Holdings or any of its Subsidiaries (all the foregoing in this clause (iii), regardless of whether brought by Holdings, any of its subsidiaries or any other Person collectively, the “Indemnified Liabilities”); provided that Holdings and the Borrower shall have no obligation hereunder to any Indemnified Person with respect to indemnified liabilities to the extent arising from (i) the gross negligence, bad faith or willful misconduct of such Indemnified Person or any of its Related Parties as determined in a final and non-appealable judgment of a court of competent jurisdiction, (ii) a material breach of the obligations of such Indemnified Person or any of its Related Parties under the terms of this Agreement by such Indemnified Person or any of its Related Parties as determined in a final and non-appealable judgment of a court of competent jurisdiction, or (iii) any proceeding between and among Indemnified Persons that does not involve an act or omission by Holdings, the Borrower or its Restricted Subsidiaries'; provided the Agents, to the extent acting in their capacity as such, shall remain indemnified in respect of such proceeding, to the extent that neither of the exceptions set forth in clause (i) or (ii) of the immediately preceding proviso applies to such person at such time. The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder. This Section 13.5 shall not apply with respect to Taxes, other than any Taxes that represent losses, claims, damages, liabilities, obligations, penalties, actions, judgments, suits, costs, expenses or disbursements arising from any non-Tax claim. (b) No Credit Party nor any Indemnified Person shall have any liability for any special, punitive, indirect or consequential damages resulting from this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date); provided that the foregoing shall not limit Holdings’ and the Borrower’s indemnification obligations to the Indemnified Persons pursuant to Section 13.5(a) in respect of damages incurred or paid by an Indemnified Person to a third 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 Credit Documents or the transactions contemplated hereby or thereby, except to the extent that such damages have resulted from the willful misconduct, bad faith or gross negligence of any Indemnified Person or any of its Related Parties as determined by a final and non-appealable judgment of a court of competent jurisdiction.

Payment of Expenses; Indemnification. The Borrower agrees agrees, subject to payany limitations set forth in the Fee Letter, upon demand, (a) to pay or reimburse the Administrative Agent and the Lenders for all their reasonable and documented out-of-pocket costs and expenses of (a) the Agent and each Lender incurred in connection with (i) the negotiationdevelopment, preparation, negotiation and execution of, and delivery of any amendment, waiver, supplement or modification to, this Credit Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the documents consummation and instruments referred to therein (includingadministration of the transactions contemplated hereby and thereby, without limitation, including the reasonable fees and expenses documented fees, disbursements and other charges of special external one counsel (and, to the Agent and special external extent necessary, one local counsel in any relevant jurisdiction and, if reasonably required, one regulatory counsel) to the Lenders and the fees and expenses of special external counsel for the Agent in connection with collateral issues but excluding any amounts for services rendered by internal counsel) and (ii) any amendmentAdministrative Agent, waiver or consent relating hereto and thereto including, without limitation, any such amendments, waivers or consents resulting from or related to any work-out, re-negotiation or restructure relating to the performance by the Borrower under this Credit Agreement and (b) the Agent and each Lender in connection with enforcement of the Credit Documents and the documents and instruments referred to therein, including but not limited to, any work-out, re-negotiation pay or restructure relating to the performance by the Borrower under this Credit Agreement, including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent and each of the Lenders (including the allocated costs of internal counsel). In addition, the Borrower agrees to pay, upon demand, for the separate account of Agent, audit, appraisal, and valuation fees and charges as follows: reimburse (i) a fee single firm of $750 per day, per auditor, plus out-of-pocket expenses for each financial audit performed by personnel employed by counsel to the Administrative Agent, (ii) if implementedreasonably necessary, one local counsel in each relevant jurisdiction (which may include special counsel acting in multiple jurisdictions) and (iii) solely in the case of an actual or perceived conflict of interest, one additional primary counsel and one additional counsel in each relevant jurisdiction (which may include a one time charge single special counsel acting in multiple jurisdictions) for each group of $3,000 plus affected Lenders similarly situated taken as a whole, for all their reasonable and documented out-of-pocket costs and expenses for expenses for incurred in connection with the establishment enforcement or preservation of electronic collateral reporting systemsany rights under this Agreement, the other Credit Documents and any such other documents, and (iiic) a fee of $1,500 per day per appraiserto pay, plus indemnify and hold harmless each Lender and the Administrative Agent and their respective Related Parties from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, and reasonable out-of-pocket expensescosts, for each appraisal expenses or disbursements of any kind or nature whatsoever, including reasonable and documented fees, disbursements and other charges of one counsel, arising as a result of the Collateral performed by personnel employed by Agentexecution, delivery, enforcement, performance and (iv) administration of this Agreement, the actual charges paid other Credit Documents and any such other documents, including any of the foregoing relating to the violation of, noncompliance with or incurred by Agent if it elects to employ liability under, any Environmental Law on the services part of one or more third Persons to perform financial audits, to appraise the Collateral, any Credit Party or any portion thereof, of its Subsidiaries or to assess any actual or alleged presence of Hazardous Materials as a result of the Borrower's (operations of each Credit Party or any of its Subsidiaries', including at any of their Real Property (all the foregoing in this clause (c), collectively, the “indemnified liabilities”); provided, that the Credit Parties shall have no obligation hereunder to the Administrative Agent or any Lender nor any of their Related Parties with respect to indemnified liabilities arising from (i) the gross negligence or willful misconduct of the party to be indemnified or one of their Related Parties; (ii) disputes among the Administrative Agent, the Lenders and/or their transferees; or (iii) diminution in value of any Real Property of any Credit Party resulting from the presence of Hazardous Materials existing at such Real Property on or before the Closing Date. The agreements in this Section 12.05 shall survive repayment of the Loans and all other amounts payable hereunder and termination of this Agreement. To the fullest extent permitted by Applicable Law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against any Lender, the Administrative Agent and their respective Related Parties, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof. No Lender, the Administrative Agent nor any of their respective Related Parties shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby. This Section 12.05 shall not apply with respect to Taxes other than Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Payment of Expenses; Indemnification. The Borrower (a) Each of Holdings and the Borrower, jointly and severally, agrees (i) to pay, upon demand, pay or reimburse each of the Agents for all their reasonable and documented out-of-pocket costs and expenses of (awithout duplication) the Agent and each Lender incurred in connection with (i) the negotiationdevelopment, preparation, execution and delivery of of, and any amendment, supplement, modification to, waiver and/or enforcement this Credit Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the documents consummation and instruments referred to therein (includingadministration of the transactions contemplated hereby and thereby, without limitation, including the reasonable fees fees, disbursements and expenses other charges of special external Xxxxxx & Xxxxxxx LLP (or such other counsel to as may be agreed by the Administrative Agent and special external the Borrower), one counsel in each relevant local jurisdiction with the consent of the Borrower (such consent not to the Lenders and the fees and expenses of special external counsel for the Agent in connection with collateral issues but excluding any amounts for services rendered by internal counsel) and be unreasonably withheld or delayed), (ii) any amendment, waiver to pay or consent relating hereto reimburse each Agent for all their reasonable and thereto including, without limitation, any such amendments, waivers or consents resulting from or related to any work-out, re-negotiation or restructure relating to the performance by the Borrower under this Credit Agreement and (b) the Agent and each Lender in connection with enforcement of the Credit Documents and the documents and instruments referred to therein, including but not limited to, any work-out, re-negotiation or restructure relating to the performance by the Borrower under this Credit Agreement, including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent and each of the Lenders (including the allocated costs of internal counsel). In addition, the Borrower agrees to pay, upon demand, for the separate account of Agent, audit, appraisal, and valuation fees and charges as follows: (i) a fee of $750 per day, per auditor, plus documented out-of-pocket costs and expenses for each financial audit performed by personnel employed by incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents, including the reasonable fees, disbursements and other charges of one firm or counsel to the Administrative Agent and the Collateral Agent, and, to the extent required, one firm or local counsel in each relevant local jurisdiction with the Borrower’s consent (iisuch consent not to be unreasonably withheld or delayed) if implemented(which may include a single special counsel acting in multiple jurisdictions), a one time charge and (iii) to pay, indemnify and hold harmless each Lender, each Agent and their respective Related Parties (without duplication) (the “Indemnified Persons”) from and against any and all losses, claims, damages, liabilities, obligations, demands, actions, judgments, suits, costs, expenses, disbursements or penalties of $3,000 plus any kind or nature whatsoever (and the reasonable and documented out-of-pocket expenses for expenses for the establishment of electronic collateral reporting systemsfees, (iii) a fee of $1,500 per day per appraiser, plus out-of-pocket expenses, disbursements and other charges of one firm of counsel for each appraisal all Indemnified Persons, taken as a whole (and, in the case of an actual or perceived conflict of interest where the Indemnified Person affected by such conflict notifies the Borrower of any existence of such conflict and in connection with the investigating or defending any of the Collateral performed by personnel employed by Agentforegoing (including the reasonable fees) has retained its own counsel, of another firm of counsel for such affected Indemnified Person), and to the extent required, one firm or local counsel in each relevant jurisdiction (ivwhich may include a single special counsel acting in multiple jurisdictions)) the actual charges paid of any such Indemnified Person arising out of or incurred relating to any action, claim, litigation, investigation or other proceeding (regardless of whether such Indemnified Person is a party thereto or whether or not such action, claim, litigation or proceeding was brought by Agent if it elects to employ the services Holdings, any of one its Subsidiaries or more third Persons to perform financial auditsany other Person), to appraise the Collateralarising out of, or any portion thereof, with respect to the Transactions or to assess the Borrower's (execution, enforcement, delivery, performance and administration of this Agreement, the other Credit Documents and any such other documents, including any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law or any actual or alleged presence, Release or threatened Release of Hazardous Materials relating in any way to Holdings or any of its Subsidiaries (all the foregoing in this clause (iii), collectively, the “Indemnified Liabilities”); provided that Holdings and the Borrower shall have no obligation hereunder to any Indemnified Person with respect to indemnified liabilities to the extent arising from (i) the gross negligence, bad faith or willful misconduct of such Indemnified Person or any of its Related Parties as determined in a final and non-appealable judgment of a court of competent jurisdiction, (ii) a material breach of the obligations of such Indemnified Person or any of its Related Parties under the terms of this Agreement by such Indemnified Person or any of its Related Parties as determined in a final and non-appealable judgment of a court of competent jurisdiction, or (iii) any proceeding between and among Indemnified Persons that does not involve an act or omission by Holdings, the Borrower or their respective Restricted Subsidiaries'; provided the Agents, to the extent acting in their capacity as such, shall remain indemnified in respect of such proceeding, to the extent that neither of the exceptions set forth in clause (i) or (ii) of the immediately preceding proviso applies to such person at such time. The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder. This Section 13.5 shall not apply with respect to Taxes, other than any Taxes that represent losses, claims, damages, liabilities, obligations, penalties, actions, judgments, suits, costs, expenses or disbursements arising from any non-Tax claim. (b) No Credit Party nor any Indemnified Person shall have any liability for any special, punitive, indirect or consequential damages resulting from this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date); provided that the foregoing shall not limit Holdings and the Borrower’s indemnification obligations to the Indemnified Persons pursuant to Section 13.5(a) in respect of damages incurred or paid by an Indemnified Person to a third 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 Credit Documents or the transactions contemplated hereby or thereby, except to the extent that such damages have resulted from the willful misconduct, bad faith or gross negligence of any Indemnified Person or any of its Related Parties as determined by a final and non-appealable judgment of a court of competent jurisdiction.