Common use of Payment of Expenses; Indemnification Clause in Contracts

Payment of Expenses; Indemnification. The Borrower 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 the Conversion Date, on the Conversion Date, (a) to pay or reimburse the Agents and the Lead Arrangers for all their reasonable and documented out-of-pocket costs and expenses incurred (i) in connection with the syndication, preparation, execution, delivery, negotiation and administration of 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 and documented fees, disbursements and other charges of White & Case LLP, and (ii) upon the occurrence and during the continuation of an Event of Default, 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 out-of-pocket fees, disbursements and other charges of Advisors (limited, in the case of Advisors, as set forth in the definition thereof), (b) to pay, indemnify, and hold harmless each Lender, the Letter of Credit Issuers and each Agent from, any and all recording and filing fees and (c) to pay, indemnify, and hold harmless each Lender, the Letter of Credit Issuers and each Agent and their respective Affiliates, directors, officers, partners, employees and agents (other than, in each case, Excluded Affiliates) 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 fees, disbursements and other charges of Advisors related to the Transactions 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 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 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, any Letter of Credit Issuer or any Lender or any of their respective Related Parties with respect to indemnified liabilities to the extent they result from (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, (D) such indemnified Person’s capacity as a financial advisor of Holdings, the Borrower or its Subsidiaries in connection with the Transactions, (E) such indemnified Person’s capacity as a co-investor in any potential acquisition of the Holdings, the Borrower or its Subsidiaries or (F) 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 against an indemnified Person 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. 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 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 Conversion Date) (except, in the case of the Borrower’s obligation hereunder to indemnify and hold harmless the indemnified Person, to the extent any indemnified Person is found liable for special, punitive, indirect or consequential damages to a third party). 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, bad faith 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. The Borrower 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 Credit Parties agree to: (a) below incurred prior to the Conversion Date, on the Conversion Date, (a) to pay or reimburse the Agents and the Lead Arrangers for all their reasonable and documented out-of-pocket costs and expenses incurred of (i) the Agent-Related Persons in connection with (A) the syndicationnegotiation, preparation, execution, delivery, negotiation execution and administration delivery and syndication of this Credit Agreement and the other Credit Documents and any other the documents prepared in connection herewith or therewithand instruments referred to therein (including, and the consummation and administration of the transactions contemplated hereby and therebywithout limitation, including the reasonable fees and documented feesexpenses of Mxxxx & Vxx Xxxxx, disbursements special counsel to the Administrative Agent) and other charges of White & Case LLP(B) any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Credit Parties under this Credit Agreement, and (ii) upon the occurrence Agent-Related Persons and during the continuation Lenders in connection with (A) enforcement of an Event of Defaultthe Credit Documents and the documents and instruments referred to therein, including, without limitation, in connection with any such enforcement, the enforcement reasonable Attorneys’ Costs of the Administrative Agent and each of the Lenders and (B) any bankruptcy or preservation insolvency proceeding of any rights under this Agreement, the other Credit Documents and any such other documents, including the reasonable and documented out-of-pocket fees, disbursements and other charges of Advisors (limited, in the case of Advisors, as set forth in the definition thereof), (b) to pay, indemnify, and hold harmless each Lender, the Letter of Credit Issuers and each Agent from, any and all recording and filing fees and (c) to pay, indemnify, and hold harmless each Lender, the Letter of Credit Issuers and each Agent and their respective Affiliates, directors, officers, partners, employees and agents (other than, in each case, Excluded Affiliates) 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 fees, disbursements and other charges of Advisors related to the Transactions 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 foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law (other than by such indemnified person Party or any of its Subsidiaries and (b) indemnify the Agent-Related Parties (other than trustees Persons and advisors)) or to any actual or alleged presenceeach Lender, release or threatened release into the environment of Hazardous Materials attributable to the operations of Holdingsits officers, the Borrowerdirectors, any of the Borrower’s Subsidiaries or any of the Real Estate (all the foregoing in this clause (c)employees, collectivelyrepresentatives, 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, any Letter of Credit Issuer or any Lender or any of their respective Related Parties with respect to indemnified liabilities to the extent they result counsel and agents from (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, (D) such indemnified Person’s capacity as a financial advisor of Holdings, the Borrower or its Subsidiaries in connection with the Transactions, (E) such indemnified Person’s capacity as a co-investor in any potential acquisition of the Holdings, the Borrower or its Subsidiaries or (F) 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 against an indemnified Person in any such proceeding, the Borrower will indemnify and hold each of them harmless such indemnified Person from and against any and all losses, liabilities, claims, damagesdamages or expenses incurred by any of them as a result of, liabilities and or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not such Agent-Related Person or any Lender is a party thereto) related to the entering into and/or performance of any Credit Document or the use of proceeds of any Loans (including other extensions of credit) hereunder or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, reasonable Attorneys’ Costs incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of such settlement gross negligence or judgment in accordance with this Section 13.5. All amounts payable under this Section 13.5 shall willful misconduct on the part of the Person to be paid within 30 days of receipt indemnified or from the material breach by the Borrower Person to be indemnified of an invoice relating thereto setting forth such expense in reasonable detailits obligations under the Credit Documents) (all of the foregoing, collectively, “Indemnified Liabilities”). The agreements in this Section 13.5 11.5 shall survive the termination of the Commitments and the repayment of the 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 Conversion Date) (except, in the case of the Borrower’s obligation hereunder to indemnify and hold harmless the indemnified Person, to the extent any indemnified Person is found liable for special, punitive, indirect or consequential damages to a third party). 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, bad faith 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 amountsObligations.

Payment of Expenses; Indemnification. The Borrower agreesagrees to pay, within thirty (30) days after written demand therefor (including documentation reasonably supporting such request)upon demand, or, in the case of expenses of the type described in clause (a) below incurred prior to the Conversion Date, on the Conversion Date, (a) to pay or reimburse the Agents and the Lead Arrangers for all their reasonable and documented out-of-pocket costs and expenses incurred of (a) the Agent and each Lender in connection with (i) in connection with the syndicationnegotiation, preparation, execution, delivery, negotiation execution and administration delivery of this Credit Agreement and the other Credit Documents and any other the documents prepared 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 herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable and documented fees, disbursements and other charges of White & Case LLP, with collateral issues but excluding any amounts for services rendered by internal counsel) and (ii) upon 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 occurrence performance by the Borrower under this Credit Agreement and during (b) the continuation Agent and each Lender in connection with enforcement of an Event of Defaultthe 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 the enforcement or preservation of any rights under this Agreementsuch enforcement, the other Credit Documents reasonable fees and any such other documents, disbursements of counsel for the Agent and each of the Lenders (including the reasonable allocated costs of internal counsel). In addition, the Borrower agrees to pay, upon demand, for the separate account of Agent, audit, appraisal, and documented valuation fees and charges as follows: (i) a fee of $750 per day, per auditor, plus out-of-pocket fees, disbursements and other charges of Advisors (limited, in the case of Advisors, as set forth in the definition thereof)expenses for each financial audit performed by personnel employed by Agent, (bii) to payif implemented, indemnify, and hold harmless each Lender, the Letter a one time charge of Credit Issuers and each Agent from, any and all recording and filing fees and (c) to pay, indemnify, and hold harmless each Lender, the Letter of Credit Issuers and each Agent and their respective Affiliates, directors, officers, partners, employees and agents (other than, in each case, Excluded Affiliates) 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 $3,000 plus out-of-pocket feesexpenses for expenses for the establishment of electronic collateral reporting systems, disbursements and other charges (iii) a fee of Advisors related to the Transactions or$1,500 per day per appraiser, with respect to the executionplus out-of-pocket expenses, delivery, enforcement, performance and administration of this Agreement, the other Credit Documents and any such other documents, including, any for each appraisal of the foregoing relating Collateral performed by personnel employed by Agent, and (iv) the actual charges paid or incurred by Agent if it elects to employ the violation ofservices of one or more third Persons to perform financial audits, noncompliance with to appraise the Collateral, or liability underany portion thereof, any Environmental Law or to assess the Borrower's (other than by such indemnified person or any of its Related Parties (other than trustees and advisorsSubsidiaries')) 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, any Letter of Credit Issuer or any Lender or any of their respective Related Parties with respect to indemnified liabilities to the extent they result from (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, (D) such indemnified Person’s capacity as a financial advisor of Holdings, the Borrower or its Subsidiaries in connection with the Transactions, (E) such indemnified Person’s capacity as a co-investor in any potential acquisition of the Holdings, the Borrower or its Subsidiaries or (F) 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 against an indemnified Person 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. 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 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 Conversion Date) (except, in the case of the Borrower’s obligation hereunder to indemnify and hold harmless the indemnified Person, to the extent any indemnified Person is found liable for special, punitive, indirect or consequential damages to a third party). 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, bad faith 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. The Borrower 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 Borrowers jointly and severally agree to: (a) below incurred prior to the Conversion Date, on the Conversion Date, (a) to pay or reimburse the Agents and the Lead Arrangers for all their reasonable and documented out-of-pocket costs and expenses incurred of (i) each Agent-Related Person in connection with (A) the syndicationnegotiation, preparation, execution, execution and delivery, negotiation syndication and administration of this Credit Agreement and the other Credit Documents and any other the documents prepared in connection herewith or therewithand instruments referred to therein (including, and the consummation and administration of the transactions contemplated hereby and therebywithout limitation, including the reasonable fees and documented feesexpenses of counsel to the Administrative Agent) and (B) any amendment, disbursements waiver or consent relating hereto and other charges of White & Case LLPthereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Borrowers under this Credit Agreement, and (ii) upon the occurrence Agent-Related Persons and during the continuation Lenders in connection with (A) enforcement or protection of an Event of Defaultrights under the Credit Documents and the documents and instruments referred to herein and therein (including any workouts or restructurings), including, without limitation, in connection with the enforcement or preservation of any rights under this Agreementsuch enforcement, the other Credit Documents reasonable fees and any such other documents, including disbursements of counsel for the reasonable Agent-Related Persons and documented out-of-pocket fees, disbursements and other charges each of Advisors (limited, in the case of Advisors, as set forth in the definition thereof), (b) to pay, indemnifyLenders, and hold harmless each Lender, the Letter (B) any bankruptcy or insolvency proceeding of Credit Issuers and each Agent from, any and all recording and filing fees and (c) to pay, indemnify, and hold harmless each Lender, the Letter of Credit Issuers and each Agent and their respective Affiliates, directors, officers, partners, employees and agents (other than, in each case, Excluded Affiliates) 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 fees, disbursements and other charges of Advisors related to the Transactions 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 foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law (other than by such indemnified person a Borrower or any of its Subsidiaries, and (b) indemnify the Agent-Related Parties (other than trustees Persons, each Lender and advisors)) or to any actual or alleged presenceits officers, release or threatened release into the environment of Hazardous Materials attributable to the operations of Holdingsdirectors, the Borroweremployees, any of the Borrower’s Subsidiaries or any of the Real Estate (all the foregoing in this clause (c)representatives, 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, any Letter of Credit Issuer or any Lender or any of their respective Related Parties with respect to indemnified liabilities to the extent they result Affiliates and agents from (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, (D) such indemnified Person’s capacity as a financial advisor of Holdings, the Borrower or its Subsidiaries in connection with the Transactions, (E) such indemnified Person’s capacity as a co-investor in any potential acquisition of the Holdings, the Borrower or its Subsidiaries or (F) 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 against an indemnified Person in any such proceeding, the Borrower will indemnify and hold each of them harmless such indemnified Person from and against any and all losses, liabilities, claims, damagesdamages or expenses incurred by any of them as a result of, liabilities or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any Agent-Related Person or any Lender is a party thereto) related to (i) the entering into and/or performance of any Credit Document or the use of proceeds of any Extensions of Credit or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of such settlement the gross negligence or judgment in accordance with this Section 13.5. All amounts payable under this Section 13.5 shall be paid within 30 days of receipt by willful misconduct on the Borrower of an invoice relating thereto setting forth such expense in reasonable detail. The agreements in this Section 13.5 shall survive repayment part of the Loans and all other amounts payable hereunder. No Credit Party nor any indemnified Person shall have any liability for any specialto be indemnified, 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 Conversion Date) (except, in the case of the Borrower’s obligation hereunder to indemnify and hold harmless the indemnified Person, to the extent any indemnified Person is found liable for special, punitive, indirect or consequential damages to a third party). 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, bad faith or gross negligence of any indemnified Person or any of its Related Parties (as determined by a court of competent jurisdiction by a final and non-appealable judgment of a court of competent jurisdictionjudgment). This Section 13.5 shall not apply to , (ii) any Environmental Claim and (iii) any claims for Non-Excluded 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. The Borrower 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 the Conversion Closing Date, on the Conversion Closing Date, (a) if the Closing Date occurs, to pay or reimburse the Agents and the Joint Lead Arrangers for all their reasonable and documented out-of-pocket costs and expenses incurred (i) in connection with the syndication, preparation, execution, delivery, negotiation and administration of this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewiththerewith (including any amendment or waiver with respect thereto), and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable and documented fees, disbursements and other charges of White Xxxxx Xxxx & Case LLPXxxxxxxx LLP and to the extent reasonably necessary, one local counsel in each relevant material jurisdiction, excluding in each case allocated costs of in-house counsel and fees and solely to the extent the Borrower has consented to the retention of such other Person, expenses with respect to any other advisor or consultant, and (ii) upon the occurrence and during the continuation of an Event of Default, 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 out-of-pocket fees, disbursements and other charges of Advisors (limited, in the case of Advisors, as set forth in the definition thereof), (b) to pay, indemnify, and hold harmless each Lender, the Letter of Credit Issuers Lender and each Agent from, any and all recording and filing fees and (c) to pay, indemnify, and hold harmless each Lender, the Letter of Credit Issuers Lender and each Agent and their respective Affiliates, and the directors, officers, partners, employees and agents (other thanof any of the foregoing, in each case, Excluded Affiliates) 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 fees, disbursements and other charges of Advisors related to the Transactions 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 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 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, any Letter of Credit Issuer Agent or any Lender or any of their respective Related Parties with respect to indemnified liabilities to the extent they result from (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, Facilities or (D) such indemnified Person’s capacity as a financial advisor of Holdings, the Borrower or its Subsidiaries in connection with the Transactions, (E) such indemnified Person’s capacity as a co-investor in any potential acquisition of the Holdings, the Borrower or its Subsidiaries or (F) 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 against an indemnified Person 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. 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 Conversion 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 is found liable for special, punitive, indirect or consequential damages to a third partyparty 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, bad faith 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. The Except with respect to Taxes which are addressed in Section 2.20, the Borrower 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 the Conversion Date, on the Conversion Date, agrees (a) to pay or reimburse each Agent for all of its reasonable and documented out-of-pocket costs and expenses incurred in connection with the syndication of the Facilities (other than fees payable to syndicate members) and the development, preparation, execution and delivery of this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith and any amendment, supplement or modification thereto, and, as to the Agents only, the administration of the transactions contemplated hereby and thereby, including, without limitation, the Lead Arrangers reasonable fees and disbursements and other charges of a single firm of counsel to the 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 Agent for all their reasonable and documented out-of-pocket costs and expenses incurred (i) in connection with the syndication, preparation, execution, delivery, negotiation and administration of 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 and documented fees, disbursements and other charges of White & Case LLP, and (ii) upon the occurrence and during the continuation of an Event of Default, in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Loan Documents and any such other documents, including the reasonable and documented out-of-pocket feesincluding, disbursements and other charges of Advisors (limited, in the case of Advisors, as set forth in the definition thereof), (b) to pay, indemnify, and hold harmless each Lenderwithout limitation, the Letter documented fees and disbursements of Credit Issuers a single firm of counsel and, if necessary, a single firm of special regulatory counsel and each Agent froma single firm of local counsel per material jurisdiction as may reasonably be necessary, any for the Agents and all recording and filing fees the Lenders, taken as a whole, and (c) to pay, indemnifyindemnify 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 each Lender, the Letter of Credit Issuers and each Agent and their respective Affiliates, directors, officers, partners, employees and agents (other than, in each case, Excluded Affiliates) from and against any and all other liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements arising out of any actions, judgments or suits of any kind or nature whatsoever, including reasonable and documented out-of-pocket feesarising out of or in connection with any claim, disbursements and other charges of Advisors related action or proceeding relating to the Transactions or, or otherwise with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Credit Loan Documents and any such other documents, including, without limitation, 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 (other than by such indemnified person or any of its 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 applicable to the operations of Holdings, the Borrower, any of the Borrower’s its Subsidiaries or any of the Real Estate 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 (c), collectively, the “indemnified liabilitiesIndemnified 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 that, neither Holdings nor the Borrower nor any other Credit Party shall have any obligation hereunder to any Agent, any Letter of Credit Issuer or any Lender or any of their respective Related Parties Indemnitee with respect to indemnified liabilities Indemnified Liabilities to the extent they result such Indemnified Liabilities are found by a court of competent jurisdiction to have resulted from (Ai) the gross negligence, bad faith or willful misconduct of such indemnified Person Indemnitee or any of its Related Parties as determined by a final non-appealable judgment of a court of competent jurisdictionPersons, (Bii) a material breach of the obligations 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 such indemnified Person an Agent or Lead Arranger in a suit involving an Agent or Lead Arranger in its capacity as such). For purposes hereof, a “Related Person” of an Indemnitee means (i) if the Indemnitee is any Agent or any of its Related Parties under 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 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 Indemnitee is any Lender or any other Credit Party of its affiliates or their respective officers, directors, employees, agents and that is brought by an indemnified Person against controlling Persons, 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, (D) such indemnified Person’s capacity as a financial advisor of Holdings, the Borrower or its Subsidiaries in connection with the Transactions, (E) such indemnified Person’s capacity as a co-investor in any potential acquisition of the Holdings, the Borrower or its Subsidiaries or (F) 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 against an indemnified Person 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 13.5Lender and its affiliates and their respective officers, directors, employees, agents and controlling Persons. All amounts payable due under this Section 13.5 10.5 shall be paid within 30 days payable promptly after receipt of receipt a reasonably detailed invoice therefor. Statements payable by the Borrower of an invoice relating thereto setting 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 expense other Person or address as may be hereafter designated by the Borrower in reasonable detaila written notice to the Administrative Agent. The agreements in this Section 13.5 10.5 shall survive repayment of the 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 Conversion Date) (except, in the case of the Borrower’s obligation hereunder to indemnify and hold harmless the indemnified Person, to the extent any indemnified Person is found liable for special, punitive, indirect or consequential damages to a third party). 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, bad faith 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 amountsObligations.

Payment of Expenses; Indemnification. The Borrower agrees, within thirty fifteen (3015) days after initial written presentment or demand therefor (including documentation reasonably supporting such request), or, in or immediately upon demand during the case continuance of expenses an Event of Default of the type described set forth in clause (aSection 10.01(a) below incurred prior to the Conversion Date, on the Conversion Dateor Section 10.01(h)), (a) to pay or reimburse the Agents and the Lead Arrangers for all their reasonable and documented (to the extent available) out-of-pocket costs and expenses incurred (i) in connection with the syndicationdevelopment, preparationpreparation and execution of, executionand any amendment, deliverysupplement or modification to, negotiation and administration of this Agreement and Agreement, the other Credit Documents 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, disbursements and other charges of White & Case LLPcounsel (limited to one lead counsel for the Agents, and if necessary, one local counsel in each material relevant jurisdiction), (iib) upon to pay or reimburse the occurrence Agents and during the continuation Lenders for all their reasonable and documented (to the extent available) out-of-pocket costs and expenses incurred in connection with any workout or restructuring of the Obligations while an Event of Default, in connection with Default is continuing or the enforcement or preservation of any rights under this Agreement, the other Credit Documents Documents, and any such other documents, including the which shall be limited to reasonable and documented out-of-pocket fees, disbursements and other charges of Advisors one lead counsel (limitedselected by the Administrative Agent) for the Agents and the Lenders, collectively, and if necessary, one local counsel (selected by the Administrative Agent) in each material relevant jurisdiction, plus, in the case of Advisorsone or more actual or potential conflicts of interest, as set forth in the definition thereof)one or more additional counsel for each class of similarly situated Persons, (bc) [reserved], (d) to pay or reimburse Collateral Agent for all reasonable fees and expenses incurred in exercising its rights under Section 8.14, and (e) to pay, indemnify, indemnify and hold harmless each LenderLender and the Agents, the Letter of Credit Issuers and each Agent fromtheir transferees, any and all recording and filing fees and (c) to pay, indemnify, and hold harmless each Lender, the Letter of Credit Issuers and each Agent and their respective AffiliatesRelated Parties (collectively, directors, officers, partners, employees and agents (other than, in each case, Excluded Affiliatesthe “Indemnified Parties”) from and against any and all other claims, liabilities, obligations, losses, damages, penalties, claimsactions, demands, actionslitigation, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any of its Subsidiaries, and regardless of whether any Indemnified Party is a party thereto, including payment of reasonable and documented (to the extent available) out-of-pocket costs, expenses or disbursements, including reasonable and documented (to the extent available) fees, disbursements and other charges of Advisors related counsel (limited to one lead counsel (selected by the Transactions orAdministrative Agent) for the Agents and the Lenders, and if necessary, one local counsel (selected by the Administrative Agent) in each material relevant jurisdiction, and, in the case of any actual or perceived conflict of interest, one conflicts counsel for each class of similarly situated Indemnified parties), 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 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 trustees and advisors)) or to any actual or alleged presence, release or threatened release into the environment presence of Hazardous Materials attributable applicable to the operations of Holdings, the Borrowereach Credit Party, any of the Borrower’s their respective Subsidiaries or any of the their Real Estate Property (all the foregoing in this clause (ce), 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 Parties shall have any no obligation hereunder to any Agent, any Letter of Credit Issuer or any Lender or any of their respective Related Parties the applicable Indemnified Party with respect to indemnified liabilities to the extent they result from (A) the gross negligence, bad faith or willful misconduct of such indemnified Person or any of its Related Parties as determined by in a final non-appealable judgment of a court of competent jurisdiction, (B) a material breach of jurisdiction to have arisen from the obligations gross negligence or willful misconduct 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, (D) such indemnified Person’s capacity as a financial advisor of Holdings, the Borrower or its Subsidiaries in connection with the Transactions, (E) such indemnified Person’s capacity as a co-investor in any potential acquisition of the Holdings, the Borrower or its Subsidiaries or (F) 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 against an indemnified Person 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. 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 detailIndemnified Party. The agreements in this Section 13.5 12.05 shall survive repayment of the Loans and all other amounts payable hereunderhereunder and termination of this Agreement. No To the fullest extent permitted by Applicable Law, no Credit Party nor shall assert, and each Credit Party hereby waives, any indemnified Person shall have claim against any liability of the Indemnified Parties, on any theory of liability, for any special, punitiveindirect, indirect consequential or consequential punitive damages resulting from (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or Agreement, any other Credit Document Document, or arising out of its activities in connection herewith any agreement or therewith (whether before instrument contemplated hereby, the transactions contemplated hereby or after thereby or any Loan or the Conversion Date) (except, in the case use of the Borrower’s obligation hereunder proceeds thereof. Except with respect to indemnify and hold harmless matters involving fraud on the indemnified Personpart of any Credit Party, to the fullest extent permitted by Applicable Law, no Indemnified Party shall assert, and each Indemnified Party hereby waives, any indemnified Person is found liable claim against any of the Credit Parties, on any theory of liability, for special, punitiveindirect, indirect consequential or consequential punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a third party)result of, this Agreement, any other Credit Document, or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby or any Loan or the use of the proceeds thereof. No indemnified Persons None of the Indemnified 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 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 non-appealable judgment of a court of competent jurisdiction). This Section 13.5 12.05 shall not apply with respect to TaxesTaxes other than Taxes that represent losses, claims, damages, etc. Each indemnified Person, by its acceptance of the benefits of this Section 13.5, agrees to refund and return arising from 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 amountsnon-Tax claim.

Payment of Expenses; Indemnification. The Borrower 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 the Conversion DateEach Borrower, on the Conversion Datejointly and severally, agrees (ai) to pay or reimburse each of the Agents and the Lead Arrangers for all their reasonable and documented out-of-pocket costs and expenses (without duplication) incurred (i) in connection with the syndicationdevelopment, preparation, executionnegotiation, deliveryexecution and delivery of, negotiation and administration any amendment, supplement, modification to, waiver and/or enforcement of this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewiththerewith (in the case of any amendment, supplement, modification or waiver, whether or not effective), and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable and documented fees, disbursements and other charges of White (x) Sxxxxx & Case LLPKxxxxx LLP (or such other counsel as may be agreed by the Administrative Agent and the Parent Borrower), (y) one counsel in each relevant material jurisdiction and (z) other advisors and consultants to the Agents to the extent the Parent Borrower provides written consent thereto and (ii) upon to pay or reimburse the occurrence expenses for the Lender Advisor and during one counsel for the continuation of an Event of Default, Required Lenders in each relevant material jurisdiction for all their reasonable and documented out-of-pocket costs and expenses (without duplication) incurred in connection with the development, preparation, negotiation, execution and delivery of, and any amendment, supplement, modification to, waiver and/or enforcement or preservation of any rights under this Agreement, Agreement and the other Credit Documents and any such other documentsdocuments prepared in connection herewith or therewith (in the case of any amendment, including supplement, modification or waiver, whether or not effective), and the consummation and administration of the transactions contemplated hereby and thereby. (b) Each Borrower, jointly and severally, agrees 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, judgments, suits, costs, expenses, disbursements or penalties of any kind or nature whatsoever (and the reasonable and documented out-of-pocket fees, disbursements and other charges of Advisors (limited, in the case of Advisors, as set forth in the definition thereof), (b) to pay, indemnify, and hold harmless each Lender, the Letter of Credit Issuers and each Agent from, any and all recording and filing fees and (c) to pay, indemnify, and hold harmless each Lender, the Letter of Credit Issuers and each Agent and their respective Affiliates, directors, officers, partners, employees and agents (other than, in each case, Excluded Affiliates) 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 feesexpenses, disbursements and other charges of Advisors related one firm of counsel to the Transactions orAdministrative Agent and the Collateral Agent taken as a whole, one firm of counsel to all Indemnified Persons other than the Administrative Agent and the Collateral Agent taken as a whole and, to the extent required, one firm or local counsel for the Administrative Agent and the Collateral Agent in each relevant material jurisdiction (which may include a single special counsel acting in multiple jurisdictions), and one firm or local counsel for all Indemnified Persons other than the Administrative Agent and the Collateral Agent taken as a whole in each relevant material 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), arising out of any Commitment, Loan or the use or proposed use of the proceeds therefrom, arising out of, or with respect to the Exit Transactions or to the execution, delivery, enforcementperformance, performance administration and administration enforcement of this Agreement, the other Credit Documents and any such other documents, includingagreements, 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 (other than by such indemnified person or any of its Related Parties (other than trustees and advisors)) or to any actual or alleged presence, release Release or threatened release into the environment Release of Hazardous Materials attributable to the operations of Holdings, the Borrower, any of the Borrower’s Subsidiaries Parent Borrower or any of the Real Estate its Subsidiaries (all the foregoing in this clause (cb), regardless of whether brought by the Parent Borrower, any of its subsidiaries or any other Person collectively, the “indemnified liabilitiesIndemnified 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 Holdings and the Borrower nor any other Credit Party Borrowers shall have any no obligation hereunder to any Agent, any Letter of Credit Issuer or any Lender or any of their respective Related Parties Indemnified Person with respect to indemnified liabilities Indemnified Liabilities to the extent they result arising from (Ai) the gross negligence, bad faith or willful misconduct of such indemnified Indemnified Person or any of its Related Parties as determined by in a final and non-appealable judgment of a court of competent jurisdiction, (Bii) a material breach of the obligations of such indemnified Indemnified Person (other than with respect to each Agent) or any of its Related Parties under the Credit Documents terms of this Agreement by such Indemnified Person or any of its Related Parties as determined by in a final and non-appealable judgment of a court of competent jurisdiction, or (Ciii) disputes any proceeding between and among Indemnified Persons that does not involving involve an act or omission of by Holdings, the Parent Borrower or any other Credit Party and that is brought by an indemnified Person against any other indemnified Personof their respective Subsidiaries; provided the Agents, other than any claims against any indemnified Person to the extent acting in its capacity or in fulfilling its role as an Agent or any similar role under the Credit Facilities, (D) such indemnified Person’s their capacity as a financial advisor such, shall remain indemnified in respect of Holdings, the Borrower or its Subsidiaries in connection with the Transactions, (E) such indemnified Person’s capacity as a co-investor in any potential acquisition of the Holdings, the Borrower or its Subsidiaries or (F) 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 against an indemnified Person in any such proceeding, to the Borrower will indemnify and hold harmless extent that the exceptions set forth in the immediately preceding clause (i) of the immediately preceding proviso does not apply to such indemnified Person from and against any and all losses, claims, damages, liabilities and expenses by reason of Agent at such settlement or judgment in accordance with this Section 13.5. 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 detailtime. 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. (c) Each Indemnified Person agrees (x) that the Borrowers 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 Borrowers 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. (d) No Credit Party nor or Indemnified Person (or any indemnified Person 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 Conversion Closing Date); provided that the foregoing shall not limit the Borrowers’ indemnification obligations to the Indemnified Persons pursuant to Section 13.5(a) (except, in the case or under any other provision of this Agreement or any of the Borrower’s obligation hereunder to indemnify and hold harmless the indemnified Person, to the extent any indemnified Person is found liable for special, punitive, indirect or consequential damages to a third party)other Credit Agreement Documents. No indemnified Persons 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 Indemnified Person or any of its Related Parties (as determined by a final and non-appealable judgment of a court of competent jurisdiction). This . (e) All amounts reimbursable by the Borrowers under 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 constitute Obligations secured by the Borrower (or on its behalf) to it if, pursuant to limitations on indemnification set forth Collateral. The agreements in this Section 13.513.5 shall survive the termination of the Commitments and repayment of all other Obligations. All amounts due under this Section 13.5 shall be paid within thirty (30) days of receipt by the Parent Borrower of an invoice relating thereto. If the Borrowers fail to pay when due any amounts payable by them hereunder or under any Credit Document, such indemnified Person was not entitled amount may be paid on behalf of the Borrowers by the Administrative Agent in its discretion by charging any loan account(s) of the Borrowers, without notice to receipt of such amountsor consent from the Borrowers or any other Credit Party, and any amounts so paid shall constitute Obligations hereunder.

Payment of Expenses; Indemnification. The Borrower 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 Credit Parties agree to: (a) below incurred prior to the Conversion Date, on the Conversion Date, (a) to pay or reimburse the Agents and the Lead Arrangers for all their reasonable and documented out-of-pocket costs and expenses incurred of (i) each Agent-Related Person in connection with (A) the syndicationnegotiation, preparation, execution, execution and delivery, negotiation syndication and administration of this Credit Agreement and the other Credit Documents and any other the documents prepared in connection herewith or therewithand instruments referred to therein (including, and the consummation and administration of the transactions contemplated hereby and therebywithout limitation, including the reasonable fees and documented feesexpenses of Paul, disbursements Hastings, Xxxxxxxx & Xxxxxx LLP, counsel to the Administrative Agent) and other charges of White & Case LLP(B) any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Credit Parties under this Credit Agreement, and (ii) upon the occurrence Agent-Related Persons and during the continuation Lenders in connection with (A) enforcement of an Event of Defaultthe Credit Documents and the documents and instruments referred to herein and therein, including, without limitation, in connection with the enforcement or preservation of any rights under this Agreementsuch enforcement, the other Credit Documents reasonable fees and any such other documents, including disbursements of counsel for the reasonable Agent-Related Persons and documented out-of-pocket fees, disbursements and other charges each of Advisors (limited, in the case of Advisors, as set forth in the definition thereof), (b) to pay, indemnifyLenders, and hold harmless each Lender, the Letter (B) any bankruptcy or insolvency proceeding of a Credit Issuers and each Agent from, any and all recording and filing fees and (c) to pay, indemnify, and hold harmless each Lender, the Letter of Credit Issuers and each Agent and their respective Affiliates, directors, officers, partners, employees and agents (other than, in each case, Excluded Affiliates) 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 fees, disbursements and other charges of Advisors related to the Transactions 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 foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law (other than by such indemnified person Party or any of its Subsidiaries, and (b) indemnify the Agent-Related Parties (other than trustees Persons, each Lender and advisors)) or to any actual or alleged presenceits officers, release or threatened release into the environment of Hazardous Materials attributable to the operations of Holdingsdirectors, the Borroweremployees, any of the Borrower’s Subsidiaries or any of the Real Estate (all the foregoing in this clause (c)representatives, 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, any Letter of Credit Issuer or any Lender or any of their respective Related Parties with respect to indemnified liabilities to the extent they result Affiliates and agents from (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, (D) such indemnified Person’s capacity as a financial advisor of Holdings, the Borrower or its Subsidiaries in connection with the Transactions, (E) such indemnified Person’s capacity as a co-investor in any potential acquisition of the Holdings, the Borrower or its Subsidiaries or (F) 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 against an indemnified Person in any such proceeding, the Borrower will indemnify and hold each of them harmless such indemnified Person from and against any and all losses, liabilities, claims, damagesdamages or expenses incurred by any of them as a result of, liabilities or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any Agent-Related Person or any Lender is a party thereto) related to (i) the entering into and/or performance of any Credit Document or the use of proceeds of any Term Loans or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of such settlement the gross negligence or judgment in accordance with this Section 13.5. All amounts payable under this Section 13.5 shall be paid within 30 days of receipt by willful misconduct on the Borrower of an invoice relating thereto setting forth such expense in reasonable detail. The agreements in this Section 13.5 shall survive repayment part of the Loans Person to be indemnified), (ii) any Environmental Claim and all other amounts payable hereunder. No Credit Party nor (iii) any indemnified Person shall have any liability claims 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 Conversion Date) (except, in the case of the Borrower’s obligation hereunder to indemnify and hold harmless the indemnified Person, to the extent any indemnified Person is found liable for special, punitive, indirect or consequential damages to a third party). 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, bad faith or gross negligence of any indemnified Person or any of its Related Parties (as determined by a final nonNon-appealable judgment of a court of competent jurisdiction). This Section 13.5 shall not apply to Excluded 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. The Borrower Borrowers, severally and jointly, agrees, within thirty (30) days after written demand therefor (including documentation reasonably supporting such request), or, subject to any limitations set forth in the case of expenses of the type described in clause (a) below incurred prior to the Conversion Date, on the Conversion DateFee Letter, (a) to pay or reimburse the Agents Administrative Agent and the Lead Arrangers Lenders for all their reasonable and documented out-of-pocket costs and expenses incurred (i) in connection with the syndicationdevelopment, preparation, execution, delivery, negotiation and administration of execution 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 and documented fees, disbursements and other charges of White & Case LLPone counsel (and, and to the extent necessary, one local counsel in any relevant jurisdiction and, if reasonably required, one regulatory counsel) to the Administrative Agent, (b) to pay or reimburse (i) a single firm of counsel to the Administrative Agent, (ii) upon if reasonably necessary, one local counsel in each relevant jurisdiction (which may include special counsel acting in multiple jurisdictions) and (iii) solely in the occurrence and during the continuation case of an Event actual or perceived conflict of Defaultinterest, one additional primary counsel and one additional counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for each group of affected Lenders similarly situated taken as a whole, 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 and documented out-of-pocket fees, disbursements and other charges of Advisors (limited, in the case of Advisors, as set forth in the definition thereof), (b) to pay, indemnify, and hold harmless each Lender, the Letter of Credit Issuers and each Agent from, any and all recording and filing fees and (c) to pay, indemnify, indemnify and hold harmless each Lender, Lender and the Letter of Credit Issuers and each Administrative Agent and their respective Affiliates, directors, officers, partners, employees and agents (other than, in each case, Excluded Affiliates) Related Parties from and against any and all other actual liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, and reasonable out-of-pocket costs, expenses or disbursements of any kind or nature whatsoever, including reasonable and documented out-of-pocket fees, disbursements and other charges of Advisors related to the Transactions orone counsel, with respect to arising as a result of the execution, delivery, enforcement, performance and administration of this Agreement, the other Credit Documents and any such other documents, including, including any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law (other than by such indemnified person on the part of any Credit Party or any of its Related Parties (other than trustees and advisors)) Subsidiaries or to any actual or alleged presence, release or threatened release into the environment presence of Hazardous Materials attributable to as a result of the operations of Holdings, the Borrower, any of the Borrower’s Subsidiaries each Credit Party or any of the its Subsidiaries, including at any of their Real Estate Property (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 provided, that neither the Borrower nor any other Credit Party Parties shall have any no obligation hereunder to any Agent, any Letter of Credit Issuer the Administrative Agent or any Lender or nor any of their respective Related Parties with respect to indemnified liabilities to the extent they result arising from (Ai) the gross negligence, bad faith negligence or willful misconduct of such the party to be indemnified Person or any one of its their Related Parties as determined by a final non-appealable judgment of a court of competent jurisdiction, Parties; (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, (Cii) disputes not involving an act or omission of Holdingsamong the Administrative Agent, the Borrower Lenders and/or their transferees; or (iii) diminution in value of any other Real Property of any 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 resulting from the presence of Hazardous Materials existing at such Real Property on or in fulfilling its role as an Agent or any similar role under before the Credit Facilities, (D) such indemnified Person’s capacity as a financial advisor of Holdings, the Borrower or its Subsidiaries in connection with the Transactions, (E) such indemnified Person’s capacity as a co-investor in any potential acquisition of the Holdings, the Borrower or its Subsidiaries or (F) 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 against an indemnified Person 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. 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 detailClosing Date. The agreements in this Section 13.5 12.05 shall survive repayment of the Loans and all other amounts payable hereunderhereunder and termination of this Agreement. No To the fullest extent permitted by Applicable Law, no Credit Party nor shall assert, and each Credit Party hereby waives, any indemnified Person shall have claim against any liability Lender, the Administrative Agent and their respective Related Parties, on any theory of liability, for any special, punitiveindirect, indirect consequential or consequential punitive damages resulting from (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or Agreement, any other Credit Document or arising out of its activities in connection herewith any agreement or therewith (whether before instrument contemplated hereby, the transactions contemplated hereby or after thereby, any Loan or the Conversion Date) (except, in the case use of the Borrower’s obligation hereunder to indemnify and hold harmless the indemnified Person, to the extent any indemnified Person is found liable for special, punitive, indirect or consequential damages to a third party)proceeds thereof. No indemnified Persons 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, 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 non-appealable judgment of a court of competent jurisdiction). This Section 13.5 12.05 shall not apply to Taxes. Each indemnified PersonTaxes other than any Taxes that represent losses, by its acceptance of the benefits of this Section 13.5claims, agrees to refund and return any and all amounts paid by the Borrower (or on its behalf) to it ifdamages, pursuant to limitations on indemnification set forth in this Section 13.5etc., such indemnified Person was not entitled to receipt of such amountsarising from a non-Tax claim.

Payment of Expenses; Indemnification. The Borrower agrees, within thirty (30) days after written demand therefor (including documentation reasonably supporting such request), or, in on the case of expenses of the type described in clause (a) below incurred prior Closing Date to the Conversion Dateextent invoiced, on or at any time following the Conversion Date, Closing Date (a) to pay or reimburse the Agents and the Lead Arrangers Agent for all their reasonable and documented respective out-of-pocket costs and expenses incurred (i) in connection with the syndicationdevelopment, preparationpreparation and execution of, executionand any amendment, deliverysupplement or modification to, negotiation and administration of 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 and documented fees, disbursements and other charges of White & Case LLPtheir respective counsel to the Agent; provided that the amount that Borrower shall pay pursuant to this clause (a) shall not be in excess of $750,000, (b) to pay or reimburse each Lender and (ii) upon the occurrence Agent for all their respective out-of-pocket costs and during the continuation of an Event of Default, expenses incurred in connection with the enforcement or preservation of any rights under this AgreementAgreement (including retention of financial advisors), the other Credit Documents and any such other documents, including the reasonable and documented out-of-pocket fees, disbursements and other charges of Advisors (limited, in counsel to the case Lenders and of Advisors, as set forth in counsel to the definition thereof)Agent, (bc) [reserved], (d) to pay or reimburse each of the Administrative Agent and the Collateral Agent for all reasonable fees and expenses incurred in exercising its rights under Section 9.12, (e) to pay, indemnifyindemnify and hold harmless the Administrative Agent, the Collateral Agent and each Lender from and against any and all actual liabilities, obligations, losses (other than lost profits), damages, penalties, actions, judgments, suits, and out-of-pocket costs, expenses or disbursements of any kind or nature whatsoever (other than Taxes, which shall be governed by Section 5.05), and (f) to pay, indemnify and hold harmless each LenderLender and the Agent, the Letter of Credit Issuers and each Agent fromtheir transferees, any and all recording and filing fees and (c) to pay, indemnify, and hold harmless each Lender, the Letter of Credit Issuers and each Agent and their respective Affiliates, directors, officers, partners, employees and agents Related Parties (other than, in each case, Excluded Affiliatesthe “Indemnified Parties”) from and against any and all other liabilities, obligations, losseslosses (other than lost profits), damages, penalties, claims, demands, actions, judgments, suits, and out-of-pocket costs, expenses or disbursements of any kind or nature whatsoever, including reasonable and documented out-of-pocket fees, disbursements and other charges of Advisors related to the Transactions orcounsel, with respect to the Transactions, the enforcement, preservation or protection of its rights under, this Agreement (and the execution, delivery, enforcement, performance and administration of this Agreement, the other Credit Documents and any such other documents solely with respect to the Agent), the other Credit Documents and any such other documents, includingincluding all such costs and expenses incurred during any workout, restructuring or negotiations in respect of the Obligations (including retention of financial advisors) and any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law (other than by such indemnified person Law, or any of its Related Parties (other than trustees and advisors)) or to any actual or alleged presence, release or threatened release into the environment presence of Hazardous Materials attributable Materials, in each case applicable to the operations of Holdings, the Borrowereach Credit Party, any of the Borrower’s their respective Subsidiaries or any of the Real Estate their real property (all the foregoing in this clause (cf), 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 provided, that neither the Borrower nor any other Credit Party Parties shall have any no obligation hereunder to any Agent, any Letter of Credit Issuer or any Lender or any of their respective Related Parties the applicable Indemnified Party with respect to indemnified liabilities to the extent they result from (A) the gross negligence, bad faith or willful misconduct of such indemnified Person or any of its Related Parties as determined by in a final non-appealable judgment of a court of competent jurisdiction, jurisdiction to have (Bx) a material breach of the obligations arisen primarily from gross negligence or willful misconduct of such indemnified Person Indemnified Party, or (y) arisen out of any of its Related Parties under the Credit Documents as determined claim, litigation, investigation or proceeding brought by a final non-appealable judgment of a court of competent jurisdiction, (C) disputes such Indemnified Party solely against one or more other Indemnified Party that does not involving an involve any act or omission of Holdingsany Credit Party or any of their respective subsidiaries or affiliates; provided further, that the Borrower shall not be required to reimburse the legal fees and expenses of more than one primary outside counsel, one special or any other Credit Party regulatory counsel and that is brought by an up to one local counsel in each applicable material local jurisdiction) for all Persons indemnified Person against any other indemnified Personhereunder taken as a whole unless, other than any claims against any indemnified Person in its capacity or in fulfilling its role as an the reasonable opinion of the Administrative Agent, Collateral Agent or any similar role under the Credit Facilitiesreasonable opinion of its counsel, (D) representation of all such indemnified Person’s capacity as a financial advisor of Holdings, Persons by such counsels would be inappropriate due to the Borrower or its Subsidiaries in connection with the Transactions, (E) such indemnified Person’s capacity as a co-investor in any potential acquisition of the Holdings, the Borrower or its Subsidiaries or (F) 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 against an indemnified Person 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. All amounts payable under this Section 13.5 shall be paid within 30 days of receipt by the Borrower existence of an invoice relating thereto setting forth such expense in reasonable detailactual or potential conflict of interest. The agreements in this Section 13.5 13.05 shall survive repayment of the Loans and all other amounts payable hereunderhereunder and termination of this Agreement. No To the fullest extent permitted by Applicable Law, no Credit Party nor Party, no Lender and the Agent shall not assert, and each Credit Party, each Lender and the Agent hereby waives, any indemnified Person shall have claim against any liability of the Indemnified Parties or any of the Credit Parties, as applicable, on any theory of liability, for any special, punitiveindirect, indirect consequential or consequential punitive damages resulting from (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or Agreement, any other Credit Document or arising out of its activities in connection herewith any agreement or therewith (whether before instrument contemplated hereby, the transactions contemplated hereby or after thereby, any Loan or the Conversion Date) (except, in the case use of the Borrower’s obligation hereunder proceeds thereof. Except with respect to indemnify and hold harmless matters involving fraud on the indemnified Personpart of any Credit Party, to the fullest extent permitted by Applicable Law, no Indemnified Party shall assert, and each Indemnified Party hereby waives, any indemnified Person is found liable claim against any of the Credit Parties, on any theory of liability, for special, punitiveexemplary or punitive damages arising out of, indirect in connection with, or consequential damages to as a third party)result of, this Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof. No indemnified Persons None of the Indemnified 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, 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 non-appealable judgment of a court of competent jurisdiction). This Section 13.5 13.05 shall not apply with respect to Taxes. Each indemnified PersonTaxes other than any Taxes that represent losses, by its acceptance of the benefits of this Section 13.5claims, agrees to refund and return damages, etc., arising from 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 amountsnon-Tax claim.

Payment of Expenses; Indemnification. The Borrower 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 Borrowers jointly and severally agree to: (a) below incurred prior to the Conversion Date, on the Conversion Date, (a) to pay or reimburse the Agents and the Lead Arrangers for all their reasonable and documented out-of-pocket costs and expenses incurred of (i) each Agent-Related Person in connection with (A) the syndicationnegotiation, preparation, execution, execution and delivery, negotiation syndication and administration of this Credit Agreement and the other Credit Documents and any other the documents prepared in connection herewith or therewithand instruments referred to therein (including, and the consummation and administration of the transactions contemplated hereby and therebywithout limitation, including the reasonable fees and documented feesexpenses of counsel to the Administrative Agent) and (B) any amendment, disbursements waiver or consent relating hereto and other charges of White & Case LLPthereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Borrowers under this Credit Agreement, and (ii) upon the occurrence Agent-Related Persons and during the continuation Lenders in connection with (A) enforcement of an Event of Defaultthe Credit Documents and the documents and instruments referred to herein and therein, including, without limitation, in connection with the enforcement or preservation of any rights under this Agreementsuch enforcement, the other Credit Documents reasonable fees and any such other documents, including disbursements of counsel for the reasonable Agent-Related Persons and documented out-of-pocket fees, disbursements and other charges each of Advisors (limited, in the case of Advisors, as set forth in the definition thereof), (b) to pay, indemnifyLenders, and hold harmless each Lender, the Letter (B) any bankruptcy or insolvency proceeding of Credit Issuers and each Agent from, any and all recording and filing fees and (c) to pay, indemnify, and hold harmless each Lender, the Letter of Credit Issuers and each Agent and their respective Affiliates, directors, officers, partners, employees and agents (other than, in each case, Excluded Affiliates) 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 fees, disbursements and other charges of Advisors related to the Transactions 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 foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law (other than by such indemnified person a Borrower or any of its Subsidiaries, and (b) indemnify the Agent-Related Parties (other than trustees Persons, each Lender and advisors)) or to any actual or alleged presenceits officers, release or threatened release into the environment of Hazardous Materials attributable to the operations of Holdingsdirectors, the Borroweremployees, any of the Borrower’s Subsidiaries or any of the Real Estate (all the foregoing in this clause (c)representatives, 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, any Letter of Credit Issuer or any Lender or any of their respective Related Parties with respect to indemnified liabilities to the extent they result Affiliates and agents from (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, (D) such indemnified Person’s capacity as a financial advisor of Holdings, the Borrower or its Subsidiaries in connection with the Transactions, (E) such indemnified Person’s capacity as a co-investor in any potential acquisition of the Holdings, the Borrower or its Subsidiaries or (F) 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 against an indemnified Person in any such proceeding, the Borrower will indemnify and hold each of them harmless such indemnified Person from and against any and all losses, liabilities, claims, damagesdamages or expenses incurred by any of them as a result of, liabilities or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any Agent-Related Person or any Lender is a party thereto) related to (i) the entering into and/or performance of any Credit Document or the use of proceeds of any Extensions of Credit or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of such settlement the gross negligence or judgment in accordance with this Section 13.5. All amounts payable under this Section 13.5 shall be paid within 30 days of receipt by willful misconduct on the Borrower of an invoice relating thereto setting forth such expense in reasonable detail. The agreements in this Section 13.5 shall survive repayment part of the Loans Person to be indemnified), (ii) any Environmental Claim and all other amounts payable hereunder. No Credit Party nor (iii) any indemnified Person shall have any liability claims 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 Conversion Date) (except, in the case of the Borrower’s obligation hereunder to indemnify and hold harmless the indemnified Person, to the extent any indemnified Person is found liable for special, punitive, indirect or consequential damages to a third party). 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, bad faith or gross negligence of any indemnified Person or any of its Related Parties (as determined by a final nonNon-appealable judgment of a court of competent jurisdiction). This Section 13.5 shall not apply to Excluded 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. The Except with respect to taxes which are addressed in Section 2.20, the Borrower 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 the Conversion Date, on the Conversion Date, agrees (a) to pay or reimburse the Agents each Agent and the Joint Lead Arrangers for all their respective reasonable out-of-pocket costs and expenses incurred in connection with the syndication of the Facilities (other than fees payable to syndicate members) and the development, preparation, execution and delivery of this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith and any amendment, supplement or modification thereto, and, as to the Agents only, the administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable 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 Joint Lead Arrangers for all their documented out-of-pocket costs and expenses incurred (i) in connection with the syndication, preparation, execution, delivery, negotiation and administration of 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 and documented fees, disbursements and other charges of White & Case LLP, and (ii) upon the occurrence and during the continuation of an Event of Default, in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Loan Documents and any such other documents, including, without limitation, the documented fees and disbursements of counsel (including the reasonable allocated fees and documented outexpenses of in-of-pocket fees, disbursements and other charges of Advisors (limited, in the case of Advisors, as set forth in the definition thereof), (bhouse counsel) to pay, indemnify, each Lender and hold harmless each Lender, of counsel to the Letter of Credit Issuers Agents and each Agent from, any and all recording and filing fees Issuing Lender and (c) to pay, indemnifyindemnify or reimburse each Lender, each Agent, each Issuing Lender, each Joint Lead Arranger 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 each Lender, the Letter of Credit Issuers and each Agent and their respective Affiliates, directors, officers, partners, employees and agents (other than, in each case, Excluded Affiliates) from and against any and all other liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements arising out of any actions, judgments or suits of any kind or nature whatsoever, including reasonable and documented out-of-pocket feesarising out of or in connection with any claim, disbursements and other charges of Advisors related action or proceeding relating to the Transactions or, or otherwise with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Credit Loan Documents and any such other documents, including, without limitation, 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 (other than by such indemnified person or any of its 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 applicable to the operations of Holdings, the Borrower, any of the Borrower’s its Subsidiaries or any of the Real Estate 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 (cd), collectively, the “indemnified liabilitiesIndemnified 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 Holdings nor the Borrower nor any other Credit Party shall have any obligation hereunder to any Agent, any Letter of Credit Issuer or any Lender or any of their respective Related Parties Indemnitee with respect to indemnified liabilities Indemnified Liabilities to the extent they result such Indemnified Liabilities are found by a court of competent jurisdiction to have resulted from (A) the gross negligence, bad faith or willful misconduct of such indemnified Person of, 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 this Agreement by, 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, (D) such indemnified Person’s capacity as a financial advisor of Holdings, the Borrower Indemnitee or its Subsidiaries in connection with the Transactionsaffiliates, (E) such indemnified Person’s capacity as a co-investor in any potential acquisition of the Holdingsofficers, the Borrower directors, trustees, employees, advisors, agents or its Subsidiaries or (F) 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 against an indemnified Person 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 13.5controlling Persons. All amounts payable due under this Section 13.5 10.5 shall be paid within 30 days payable promptly after receipt of receipt a reasonably detailed invoice therefor. Statements payable by the Borrower of an invoice relating thereto setting pursuant to this Section shall be submitted to the Borrower at the address thereof set forth in Section 10.2, or to such expense other Person or address as may be hereafter designated by the Borrower in reasonable detaila written notice to the Administrative Agent. The agreements in this Section 13.5 10.5 shall survive repayment of the 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 Conversion Date) (except, in the case of the Borrower’s obligation hereunder to indemnify and hold harmless the indemnified Person, to the extent any indemnified Person is found liable for special, punitive, indirect or consequential damages to a third party). 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, bad faith 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 amountsObligations.

Payment of Expenses; Indemnification. The Holdings and the Borrower 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 the Conversion Date, on the Conversion Date, agree (a) to pay or reimburse the Agents and the Lead Arrangers for all their reasonable and documented out-of-pocket costs and expenses incurred (i) in connection with the syndicationdevelopment, preparationpreparation and execution and delivery of, executionand any amendment, deliverysupplement or modification to, negotiation and administration of 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 and documented fees, disbursements and other charges of White & Case Xxxx Xxxxxxxx LLP, as counsel to the Agents, or such other counsel retained with Holdings’ consent (such consent not to be unreasonably withheld), (b) to pay or reimburse each Agent for all its reasonable and (ii) upon the occurrence documented out-of-pocket costs and during the continuation of an Event of Default, 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 and documented out-of-pocket fees, disbursements and other charges of Advisors (limited, in the case of AdvisorsXxxx Xxxxxxxx LLP, as set forth in counsel to the definition thereofAgents, or such other counsel retained with Holdings’ consent (such consent not to be unreasonably withheld), (bc) to pay, indemnify, and hold harmless each Lender, the Letter of Credit Issuers Lender and each Agent from, any and all recording and filing fees and (cd) to pay, indemnify, and hold harmless each Lender, the Letter of Credit Issuers Lender and each Agent and their respective Affiliates, directors, officers, partnersemployees, employees trustees, investment advisors and agents (other than, in each case, Excluded Affiliates) 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 fees, disbursements and other charges of Advisors one primary counsel and one local counsel in each relevant jurisdiction to such indemnified Persons (unless there is an actual or perceived conflict of interest or the availability of different claims or defenses in which case each such Person may retain its own counsel), related to the Transactions (including, without limitation, the Acquisitions) or, 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 Law, in each case, applicable to Holdings or any of its Related Parties (other than trustees and advisors)) Subsidiaries or to any actual or alleged presence, release Release or threatened release into the environment Release of Hazardous Materials involving or attributable to the operations of Holdings, the Borrower, any of the Borrower’s Subsidiaries Holdings or any of the Real Estate its Subsidiaries (all the foregoing in this clause (cd), 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 Holdings shall have any no obligation hereunder to any Agent, any Letter of Credit Issuer Agent or any Lender or any of their respective Related Parties Affiliates, officers, directors, employees or agents with respect to indemnified liabilities to the extent they result from (A) the gross negligence, bad faith or willful misconduct of such indemnified Person or any of its Related Parties as it has been determined by a final non-appealable judgment of a court of competent jurisdictionjurisdiction to have resulted from (i) the gross negligence, bad faith or willful misconduct of the party to be indemnified or any of its Affiliates, or any of its or its Affiliates’ officers, directors, employees, members or agents, (Bii) a material breach of any Credit Document by the obligations party to be indemnified or (iii) disputes between and among Persons otherwise entitled to indemnification; provided that the Agents (and their related affiliates, officers, directors, employees, agents, controlling persons, advisors and other representatives), to the extent acting in their capacity as such, shall remain indemnified in respect of such indemnified Person or any of its Related Parties under disputes to 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, (D) such indemnified Person’s capacity as a financial advisor of Holdings, the Borrower or its Subsidiaries in connection with the Transactions, (E) such indemnified Person’s capacity as a co-investor in any potential acquisition of the Holdings, the Borrower or its Subsidiaries or (F) any settlement effected without the Borrower’s prior written consent, but if settled with the Borrower’s prior written consent (not extent otherwise entitled to be unreasonably withheld, delayed, conditioned or deniedso indemnified hereunder. No Person entitled to indemnification under clause (d) or if there is a final non-appealable judgment against an indemnified Person 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. All amounts payable under this Section 13.5 shall be paid within 30 days liable for any damages arising from the use by others of receipt by the Borrower of an invoice relating thereto setting forth any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any such expense in reasonable detail. The agreements in this Section 13.5 shall survive repayment of the 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 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 Conversion Closing Date) (except, in ). In the case of an investigation, litigation or other proceeding to which the Borrower’s obligation hereunder to indemnify and hold harmless the indemnified 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, its directors, stockholders or creditors or any other Person, whether or not any Person entitled to the extent any indemnified Person indemnification under clause (d) of this Section 13.5 is found liable for special, punitive, indirect or consequential damages to otherwise a third party)party thereto. No indemnified Persons All amounts payable under this Section 13.5 shall be liable for any damages arising from paid within ten Business Days of receipt by Holdings of an invoice relating thereto setting forth such expense in reasonable retail. The agreements in this Section 13.5 shall survive repayment of the use by unintended recipients of any information or Loans and all 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 non-appealable judgment of a court of competent jurisdiction)amounts payable hereunder. This Section 13.5 shall not apply with respect to any claims for Taxes. Each indemnified Person, which shall be governed exclusively by its acceptance of Section 5.4 and, to 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 extent set forth in this Section 13.5therein, such indemnified Person was not entitled to receipt of such amountsSections 2.10 and 3.5.

Payment of Expenses; Indemnification. The Borrower 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 the Conversion Date, on the Conversion Date, agrees (a) to pay or reimburse the Agents and Arrangers, the Lead Arrangers Agents, the Managers, the Managing Agents, the Securities Intermediary and, with respect to the Initial Lending Institution Provisions, the Initial Lending Institutions for all their reasonable and documented itemized out-of-pocket costs and expenses incurred (i) in connection with the syndication, syndication of the Facilities (other than fees payable to syndicate members) and the preparation, execution, delivery, negotiation and administration of execution of, and any amendment, supplement or modification to, this 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 therebythereby (including, including without limitation, the Arrangers’ and Initial Lending Institutions’ administration and other actions in furtherance of Section 7.23, the Disbursement Agreement and the Initial Lending Institution Provisions, as the case may be) including, without limitation, the reasonable fees and documented fees, disbursements and other charges of White the Collateral Agent, the Nevada Collateral Agent and Xxxxxx & Case Xxxxxxx LLP, special counsel to the Administrative Agent and the Disbursement Agent, and any local counsel in the State of Nevada retained by the Administrative Agent and the charges of IntraLinks and the fees, expenses and disbursements of the Construction Consultant and the Insurance Advisor, (iib) upon to pay or reimburse each Lender, Arranger, Manager, Managing Agent and Agent (after the occurrence and during the continuation of an Event of Default, ) for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Loan Documents and any such other documents, including, without limitation, the fees and disbursements of counsel (including the reasonable allocated fees and documented out-of-pocket fees, disbursements and other charges of Advisors (limitedin-house counsel) to each Lender and of counsel to each Arranger, in Manager, Managing Agent and Agent and the case charges of Advisors, as set forth in the definition thereof)IntraLinks, (bc) to pay, indemnify, and hold harmless each Lender, the Letter of Credit Issuers Arranger, Manager, Managing Agent and each Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any Loan Party’s delay in paying, stamp, excise and 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 (cd) to pay, indemnify, and hold harmless each Lender, the Letter of Credit Issuers and each Agent Arranger, Agent, Manager, Managing Agent, Securities Intermediary, their respective affiliates, and their respective Affiliatesofficers, directors, officers, partners, employees trustees, employees, affiliates, advisors, agents, attorneys–in–fact and agents controlling persons (other thaneach, in each case, Excluded Affiliatesan “Indemnitee”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, judgments or suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable and documented out-of-pocket fees, disbursements and other charges of Advisors related to the Transactions or, whatsoever with respect to or arising out of the execution, delivery, enforcement, performance and administration of this Agreement, the other Credit Loan Documents and any such other documents, including, without limitation, any of the foregoing relating to the use of proceeds of the Loans or Letters of Credit, 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 trustees and advisors)) or to any actual or alleged presence, release or threatened release into the environment of Hazardous Materials attributable applicable to the operations of Holdings, the Borrower, any of the Borrower’s Subsidiaries Loan Party or any of their Properties or the Real Estate use by unauthorized persons of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons and the reasonable fees, costs and expenses and disbursements and other charges of legal counsel in connection with claims, actions or proceedings by any Indemnitee against the Borrower hereunder (all the foregoing in this clause subsection (cd), collectively, the “indemnified liabilitiesIndemnified Liabilities”) (SUBJECT TO THE PROVISO BELOW), WHETHER OR NOT CAUSED BY OR ARISING IN WHOLE OR IN PARTprovided, 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 no obligation hereunder to any Agent, any Letter of Credit Issuer or any Lender or any of their respective Related Parties Indemnitee with respect to indemnified liabilities Indemnified Liabilities to the extent they result such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted solely from (A) the gross negligence, bad faith negligence or willful misconduct of such indemnified Person or any of its Related Parties as determined by a final non-appealable judgment Indemnitee in breach of a court of competent jurisdiction, (B) a material breach of duty owed to the obligations of such indemnified Person or any of its Related Parties Borrower. All amounts due under the Credit Documents as determined this Section shall be payable not later than five Business Days after written demand therefor. Statements payable 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, (D) such indemnified Person’s capacity as a financial advisor of Holdings, pursuant to this Section shall be submitted to the Borrower or its Subsidiaries in connection with the Transactions, (E) such indemnified Person’s capacity as a co-investor in any potential acquisition of the Holdings, the Borrower or its Subsidiaries or (F) 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 against an indemnified Person 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. All amounts payable under this Section 13.5 shall 10.2, or to such other Person or address as may be paid within 30 days of receipt hereafter designated by the Borrower of an invoice relating thereto setting forth such expense in reasonable detaila written notice to the Administrative Agent. The agreements in this Section 13.5 shall survive repayment of the Loans and Letters of Credit 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 Conversion Date) (except, in the case of the Borrower’s obligation hereunder to indemnify and hold harmless the indemnified Person, to the extent any indemnified Person is found liable for special, punitive, indirect or consequential damages to a third party). 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, bad faith 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. The Borrower 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 Credit Parties agree to: (a) below incurred prior to the Conversion Date, on the Conversion Date, (a) to pay or reimburse the Agents and the Lead Arrangers for all their reasonable and documented out-of-pocket costs and expenses incurred of (i) the Agent in connection with the syndicationnegotiation, preparation, execution, delivery, negotiation execution and delivery and administration of this Credit Agreement and the other Credit Documents and any other the documents prepared and instruments referred to therein (including, without limitation, the reasonable fees and expenses of Xxxxx & Xxx Xxxxx, special counsel to the Agent and the fees and expenses of counsel for the Agent in connection herewith with collateral or therewithforeign issues), and any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the consummation and administration of performance by the transactions contemplated hereby and thereby, including the reasonable and documented fees, disbursements and other charges of White & Case LLP, Credit Parties under this Credit Agreement and (ii) upon the occurrence Agent and during the continuation New Credit Agreement Lenders in connection with enforcement of an Event of Defaultthe Credit Documents and the documents and instruments referred to therein (including, without limitation, in connection with the enforcement or preservation of any rights under this Agreementsuch enforcement, the other reasonable fees and disbursements of counsel for the Agent and each of the New Credit Documents Agreement Lenders) and any such other documents, including the reasonable and documented out-of-pocket fees, disbursements and other charges of Advisors (limited, in the case of Advisors, as set forth in the definition thereof), (b) to pay, indemnify, and hold harmless indemnify each New Credit Agreement Lender, the Letter of Credit Issuers and each Agent from, any and all recording and filing fees and (c) to pay, indemnify, and hold harmless each Lender, the Letter of Credit Issuers and each Agent and their respective Affiliatesits officers, directors, officersemployees, partners, employees representatives and agents (other than, in each case, Excluded Affiliates) from and against any and all other liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements hold each of any kind or nature whatsoever, including reasonable and documented out-of-pocket fees, disbursements and other charges of Advisors related to the Transactions 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 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 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, any Letter of Credit Issuer or any Lender or any of their respective Related Parties with respect to indemnified liabilities to the extent they result from (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, (D) such indemnified Person’s capacity as a financial advisor of Holdings, the Borrower or its Subsidiaries in connection with the Transactions, (E) such indemnified Person’s capacity as a co-investor in any potential acquisition of the Holdings, the Borrower or its Subsidiaries or (F) 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 against an indemnified Person in any such proceeding, the Borrower will indemnify and hold them harmless such indemnified Person from and against any and all losses, liabilities, claims, damagesdamages or expenses incurred by any of them as a result of, liabilities or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any New Credit Agreement Lender is a party thereto) related to (i) the entering into and/or performance of any Credit Document or the use of proceeds of any Loans (including other extensions of credit) hereunder or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of such settlement gross negligence or judgment in accordance with this Section 13.5. All amounts payable under this Section 13.5 shall be paid within 30 days of receipt by willful misconduct on the Borrower of an invoice relating thereto setting forth such expense in reasonable detail. The agreements in this Section 13.5 shall survive repayment part of the Loans Person to be indemnified), (ii) any Environmental Claim and all other amounts payable hereunder. No Credit Party nor (iii) any indemnified Person shall have any liability claims 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 Conversion Date) (except, in the case of the Borrower’s obligation hereunder to indemnify and hold harmless the indemnified Person, to the extent any indemnified Person is found liable for special, punitive, indirect or consequential damages to a third party). 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, bad faith or gross negligence of any indemnified Person or any of its Related Parties (as determined by a final nonNon-appealable judgment of a court of competent jurisdiction). This Section 13.5 shall not apply to Excluded 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. The Borrower 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 the Conversion Date, on the Conversion Date, Borrowers agree (a) to pay or reimburse the Agents Arrangers, the Administrative Agent and the Lead Arrangers Syndication Agent for all their reasonable and documented out-of-pocket costs and expenses incurred (i) in connection with the syndicationsyndication of the Facilities (other than fees payable to syndicate members) and the development, preparationpreparation and execution of, executionand any amendment, deliverysupplement or modification to, negotiation and administration of this 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 including, without limitation, the reasonable fees and documented fees, disbursements and other charges of White & Case LLPcounsel to each of the Arrangers and the Administrative Agent and the charges of IntraLinks, (b) to pay or reimburse each Lender, each Arranger and (ii) upon the occurrence each Agent for all its costs and during the continuation of an Event of Default, expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Loan Documents and any such other documents, including, without limitation, the fees and disbursements of counsel (including the reasonable allocated fees and documented out-of-pocket fees, disbursements and other charges of Advisors (limited, in the case in-house counsel) to each Lender and of Advisors, as set forth in the definition thereof)counsel to each Arranger and each Agent, (bc) to pay, indemnify, and hold harmless each Lender, the Letter of Credit Issuers Arrangers and each Agent the Agents 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 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 (cd) to pay, indemnify, and hold harmless each Lender, the Letter of Credit Issuers and each Agent Arranger, each Agent, their respective affiliates, and their respective Affiliatesofficers, directors, officers, partners, employees trustees, employees, affiliates, shareholders, attorneys and agents other advisors, agents, attorneys-in-fact and controlling persons (other thaneach, in each case, Excluded Affiliatesan "Indemnitee") harmless 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 fees, disbursements and other charges of Advisors related to the Transactions or, whatsoever with respect to or arising out of the execution, delivery, enforcement, performance and administration of this Agreement, the other Credit Loan Documents and any such other documents, including, without limitation, any of the foregoing relating to the use of proceeds of the Loans or Letters of Credit, 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 trustees and advisors)) or to any actual or alleged presence, release or threatened release into the environment of Hazardous Materials attributable applicable to the operations of Holdings, the Borrower, any of the Borrower’s Subsidiaries Loan Party or any of the Real Estate Properties or 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, and the fees and disbursements and other charges of legal counsel in connection with claims, actions or proceedings by any Indemnitee against the Borrowers hereunder (all the foregoing in this clause (cd), collectively, the “indemnified liabilities”) (SUBJECT TO THE PROVISO BELOW"Indemnified Liabilities"), WHETHER OR NOT CAUSED BY OR ARISING IN WHOLE OR IN PARTprovided, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE ORDINARY NEGLIGENCE OF THE INDEMNIFIED PERSON); provided that neither the Borrower nor any other Credit Party Borrowers shall have any no obligation hereunder to any Agent, any Letter of Credit Issuer or any Lender or any of their respective Related Parties Indemnitee with respect to indemnified liabilities Indemnified Liabilities to the extent they result such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted solely and proximately from (A) the gross negligence, bad faith negligence or willful misconduct of such indemnified Person or any of its Related Parties as determined by a final non-appealable judgment Indemnitee in breach of a court of competent jurisdictionduty owed to the Borrowers. Without limiting the foregoing, (B) a material breach of and to the obligations of such indemnified Person or any of its Related Parties under the Credit Documents as determined extent permitted by a final non-appealable judgment of a court of competent jurisdiction, (C) disputes not involving an act or omission of Holdingsapplicable law, the Borrower Borrowers agree not to assert and to cause their respective Subsidiaries not to assert, and hereby waive and agree to cause their respective Subsidiaries so to waive, all rights for contribution or any other Credit Party and that is brought by an indemnified Person against any other indemnified Personrights of recovery with respect to all claims, 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 Facilitiesdemands, (D) such indemnified Person’s capacity as a financial advisor of Holdingspenalties, the Borrower or its Subsidiaries in connection with the Transactionsfines, (E) such indemnified Person’s capacity as a co-investor in any potential acquisition of the Holdingsliabilities, the Borrower or its Subsidiaries or (F) 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 against an indemnified Person in any such proceeding, the Borrower will indemnify and hold harmless such indemnified Person from and against any and all losses, claimssettlements, damages, liabilities costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by reason of such settlement statute or judgment otherwise against any Indemnitee. All amounts due under this Section shall be payable not later than five days after written demand therefor. Statements payable by the Borrowers pursuant to this Section shall be submitted to the Borrowers in accordance with this Section 13.5. All amounts payable under this Section 13.5 shall 10.2, or to such other Person or address as may be paid within 30 days of receipt hereafter designated by the Borrower of an invoice relating thereto setting forth such expense Borrowers in reasonable detaila written notice to the Administrative Agent. The agreements in this Section 13.5 shall survive repayment of the Loans and Letters of Credit 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 Conversion Date) (except, in the case of the Borrower’s obligation hereunder to indemnify and hold harmless the indemnified Person, to the extent any indemnified Person is found liable for special, punitive, indirect or consequential damages to a third party). 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, bad faith 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. The Borrower 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 the Conversion Date, on the Conversion Date, agrees (a) to pay or reimburse the Agents and the Lead Arrangers for all their reasonable and documented out-of-pocket costs and expenses incurred (i) in connection with the syndicationpreparation and execution and delivery of, preparationand any amendment, executionwaiver, deliverysupplement or modification to, negotiation and administration of this 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, disbursements and other charges of White & Case Xxxx Xxxxxxxx LLP, in their capacity as counsel to the Joint Lead Arrangers and the Joint Bookrunners, and one counsel in each appropriate local jurisdiction (iiother than any allocated costs of in-house counsel), (b) upon the occurrence to pay or reimburse each Agent for all its reasonable and during the continuation of an Event of Default, documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Loan Documents and any such other documents, including the reasonable and documented out-of-pocket fees, disbursements and other charges of Advisors one counsel to the Administrative Agent and the other Agents (limitedunless there is an actual or perceived conflict of interest in which case each such Person may retain its own counsel), in or such other counsel retained with the case of Advisors, as set forth in the definition thereofBorrower’s consent (such consent not to be unreasonably withheld), (bc) to pay, indemnify, and hold harmless each Lender, the Letter of Credit Issuers Lender and each Agent from, any and all recording and filing fees and (cd) to pay, indemnify, and hold harmless each Lender, the Letter of Credit Issuers Lender and each Agent and their respective Affiliates, directors, officers, partners, employees and agents (other than, in each case, Excluded Affiliates) 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 out-of-pocket fees, disbursements and other charges of Advisors related 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 the Transactions orbe unreasonably withheld or delayed) retain its own counsel), with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Credit Loan 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 trustees and advisorsany trustee or advisor)) 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 (cd), collectively, the “indemnified liabilitiesIndemnified 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 no obligation hereunder to any Agent, any Letter of Credit Issuer Agent or any Lender or any of their respective Related Parties with respect to indemnified liabilities Indemnified Liabilities to the extent they result from (A) the gross negligence, bad faith or willful misconduct of such indemnified Person or any of its Related Parties as it has been determined by a final non-appealable judgment of a court of competent jurisdictionjurisdiction to have resulted from (i) the gross negligence, (B) a material breach bad faith or willful misconduct of the obligations of such party to be indemnified Person or any of its Related Parties under Parties, (ii) any material breach (or, in the Credit Documents as determined by a final non-appealable judgment case of a court proceeding brought by the Borrower, any breach) of competent jurisdictionany Loan Document by the party to be indemnified or (iii) disputes, (C) disputes claims, demands, actions, judgments or suits not involving an arising from any act or omission of Holdings, by the Borrower or any other Credit Party and that is its Affiliates, brought by an indemnified Person against any other indemnified Person, Person (other than any disputes, claims, demands, actions, judgments or suits involving claims against any indemnified Person 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 fulfilling its role as an Agent 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 similar role under the Credit Facilitiesof its Related Parties (as determined by a court of competent jurisdiction in a final and non-appealable decision), (D) nor shall any such indemnified Person’s capacity as a financial advisor of Holdings, the Borrower or any of its Subsidiaries 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 with herewith or therewith (whether before or after the Transactions, (E) such indemnified Person’s capacity as a co-investor in any potential acquisition of the Holdings, the Borrower or its Subsidiaries or (F) 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 against an indemnified Person 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 13.5Closing Date). All amounts payable under this Section 13.5 shall be paid within 30 days 10 Business 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 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 Conversion Date) (except, in the case of the Borrower’s obligation hereunder to indemnify and hold harmless the indemnified Person, to the extent any indemnified Person is found liable for special, punitive, indirect or consequential damages to a third party). 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, bad faith 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 with respect to Taxes. Each indemnified Personany claims for Taxes which shall be governed exclusively by Section 5.4 and, by its acceptance of to 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 extent set forth in this therein, Section 13.5, such indemnified Person was not entitled to receipt of such amounts2.10.

Payment of Expenses; Indemnification. The Borrower 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 Credit Parties agree to: (a) below incurred prior to the Conversion Date, on the Conversion Date, (a) to pay or reimburse the Agents and the Lead Arrangers for all their reasonable and documented out-of-pocket costs and expenses incurred of (i) the Agents and NationsBanc Capital Markets, Inc. ("NCMI") in connection with (A) the syndicationnegotiation, preparation, execution, delivery, negotiation execution and delivery and administration of this Credit Agreement and the other Credit Documents and any other the LOC Documents and the documents prepared and instruments referred to therein (including, without limitation, the reasonable fees and expenses of Xxxxx & Xxx Xxxxx, special counsel to the Agents and the fees and expenses of counsel for the Agents in connection herewith or therewithwith collateral issues), and (B) any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the consummation and administration of performance by the transactions contemplated hereby and thereby, including the reasonable and documented fees, disbursements and other charges of White & Case LLP, Credit Parties under this Credit Agreement and (ii) upon the occurrence Agents and during the continuation Lenders in connection with (A) enforcement of an Event of Defaultthe Credit Documents and the documents and instruments referred to therein, including, without limitation, in connection with the enforcement or preservation of any rights under this Agreementsuch enforcement, the other Credit Documents reasonable fees and disbursements of counsel for the Agents and each of the Lenders, and (B) any such other documents, including bankruptcy or insolvency proceeding of the reasonable Borrower or a Material Subsidiary and documented out-of-pocket fees, disbursements and other charges of Advisors (limited, in the case of Advisors, as set forth in the definition thereof), (b) to payindemnify each Agent, indemnify, NCMI and hold harmless each Lender, the Letter of Credit Issuers and each Agent from, any and all recording and filing fees and (c) to pay, indemnify, and hold harmless each Lender, the Letter of Credit Issuers and each Agent and their respective Affiliatesits officers, directors, officersemployees, partners, employees representatives and agents (other than, in each case, Excluded Affiliates) from and against any and all other liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements hold each of any kind or nature whatsoever, including reasonable and documented out-of-pocket fees, disbursements and other charges of Advisors related to the Transactions 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 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 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, any Letter of Credit Issuer or any Lender or any of their respective Related Parties with respect to indemnified liabilities to the extent they result from (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, (D) such indemnified Person’s capacity as a financial advisor of Holdings, the Borrower or its Subsidiaries in connection with the Transactions, (E) such indemnified Person’s capacity as a co-investor in any potential acquisition of the Holdings, the Borrower or its Subsidiaries or (F) 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 against an indemnified Person in any such proceeding, the Borrower will indemnify and hold them harmless such indemnified Person from and against any and all losses, liabilities, claims, damagesdamages or expenses incurred by any of them as a result of, liabilities or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any Agent, NCMI or Lender is a party thereto) related to (i) the entering into and/or performance of any Credit Document or any LOC Document or the use of proceeds of any Loans (including other extensions of credit) hereunder or the consummation of any other transactions contemplated in any Credit Document or any LOC Document, including, without limitation, the reasonable fees and disbursements of counsel and settlement costs incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of such settlement gross negligence or judgment in accordance with this Section 13.5. All amounts payable under this Section 13.5 shall be paid within 30 days of receipt by willful misconduct on the Borrower of an invoice relating thereto setting forth such expense in reasonable detail. The agreements in this Section 13.5 shall survive repayment part of the Loans Person to be indemnified), (ii) any Environmental Claim and all other amounts payable hereunder. No Credit Party nor (iii) any indemnified Person shall have any liability claims 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 Conversion Date) (except, in the case of the Borrower’s obligation hereunder to indemnify and hold harmless the indemnified Person, to the extent any indemnified Person is found liable for special, punitive, indirect or consequential damages to a third party). 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, bad faith or gross negligence of any indemnified Person or any of its Related Parties (as determined by a final nonNon-appealable judgment of a court of competent jurisdiction). This Section 13.5 shall not apply to Excluded 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. The Borrower agrees, within thirty (30) days Before or 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 the Conversion Date, on the Conversion Date, (a) to pay or reimburse the Agents and the Lead Arrangers for all their reasonable and documented out-of-pocket costs and expenses incurred (i) in connection with the syndication, preparation, execution, delivery, negotiation and administration of 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 and documented fees, disbursements and other charges of White & Case LLP, and (ii) upon the occurrence and during the continuation of an Event of Default, Secured Party may, from time to time, take such actions as it deems reasonably necessary, in its discretion, to maintain or preserve the Collateral and to protect and defend its interest therein, including, without limitation, payment and discharge of taxes, liens or other encumbrances thereon, making repairs, and paying any filing or recording fees and indebtedness and other taxes payable in connection with the enforcement Collateral, this Security Agreement or preservation of any rights under this Agreement, the other Credit Documents transactions contemplated hereby. The Grantor agrees to pay on demand all costs and any such other documents, including expenses incurred by the reasonable and documented out-of-pocket fees, disbursements and other charges of Advisors (limited, in the case of Advisors, as set forth in the definition thereof), (b) to pay, indemnify, and hold harmless each Lender, the Letter of Credit Issuers and each Agent from, any and all recording and filing fees and (c) to pay, indemnify, and hold harmless each Lender, the Letter of Credit Issuers and each Agent and their respective Affiliates, directors, officers, partners, employees and agents (other than, in each case, Excluded Affiliates) 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 fees, disbursements and other charges of Advisors related to the Transactions 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 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 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 Secured Party shall have any obligation hereunder to any Agent, any Letter of Credit Issuer or any Lender or any of their respective Related Parties with respect to indemnified liabilities to the extent they result from (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, (D) such indemnified Person’s capacity as a financial advisor of Holdings, the Borrower or its Subsidiaries in connection with the Transactionsnegotiation, (E) such indemnified Person’s capacity as a co-investor in preparation, execution, administration, and enforcement of this Security Agreement and any potential acquisition and all amendments, modifications, and supplements hereto and the maintenance, preservation or protection of the HoldingsCollateral and/or Secured Party’s interest therein. The Grantor agrees to pay and to hold the Secured Party harmless from and against all fees and all excise, sales, stamp, indebtedness and other taxes payable in connection with this Security Agreement or the Borrower or its Subsidiaries or (F) any settlement effected without the Borrower’s prior written consenttransactions contemplated hereby. The Grantor hereby agrees to defend, 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 against an indemnified Person in any such proceeding, the Borrower will indemnify and hold harmless such indemnified Person from the Secured Party and against each affiliate thereof and their respective officers, directors, employees, attorneys, and agents from, and hold each of them harmless against, any and all losses, claims, actions, damages, liabilities penalties, judgments, costs, and expenses by reason (including attorneys’ fees and expenses) to which any of such settlement them may become subject which directly or judgment in accordance with indirectly arise from or relate to (a) the negotiation, execution, delivery, performance, administration, or enforcement of this Section 13.5. 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 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 Security Agreement or any other Credit Document instrument or arising out of its activities in connection herewith agreement securing, evidencing, or therewith relating to the Obligations or any part thereof, (whether before b) use, operation, condition, possession or after the Conversion Date) (except, in the case ownership of the Borrower’s Collateral or any part thereof, (c) any breach by the Grantor of any representation, warranty, covenant, or other agreement contained in this Security Agreement or any other instrument or agreement securing, evidencing, or relating to the Obligations or any part thereof, or (d) any investigation, litigation, or other proceeding, including, without limitation, any threatened investigation, litigation, or other proceeding relating to any of the foregoing; provided, however, that the Grantor shall have no obligation hereunder for any such losses, claims, damages, penalties, judgments, costs or expenses sustained or incurred as a direct result of Secured Party’s gross negligence or willful misconduct. The Grantor hereby further agrees to defend, indemnify and hold harmless the indemnified Person, Secured Party and any agent designated by the Secured Party to the extent any indemnified Person is found liable for special, punitive, indirect or consequential damages to a third party). No indemnified Persons shall be liable for any damages arising from the use by unintended recipients take possession of any information or Collateral harmless from and against all losses, claims, actions, damages, penalties, judgments, costs, expenses (including attorneys’ fees and expenses)and any other materials distributed type of financial exposure suffered by it through telecommunications, electronic or other information transmission systems such Secured Party and such agent(s) in connection with this Agreement the performance of their duties or the other Credit Documents or the transactions contemplated hereby or thereby, enforcement of their rights hereunder (except to the extent that sustained or incurred as a direct result of the Secured Party’s or such damages have resulted from the agent’s gross negligence or willful misconduct), bad faith including all steps taken or gross negligence of any indemnified Person not taken in connection with the perfection, maintenance, protection 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 enforcement of the benefits of this Section 13.5, agrees to refund and return any and all amounts paid by security interests in 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 amountsCollateral.

Payment of Expenses; Indemnification. The Borrower agrees, within thirty (30) days after written demand therefor (including documentation reasonably supporting such request), or, subject to any limitations set forth in the case of expenses of the type described in clause (a) below incurred prior to the Conversion Date, on the Conversion DateFee Letter, (a) to pay or reimburse the Agents and the Lead Arrangers for all their reasonable and documented out-of-pocket costs and expenses incurred (i) in connection with the syndicationdevelopment, preparation, execution, delivery, negotiation and administration of execution 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 and documented fees, disbursements and other charges of White & Case LLPone counsel (and, to the extent necessary, one local counsel in any relevant jurisdiction and, if reasonably required, one regulatory counsel) to the Agents and the First Lien Agent (iiunless the Agents and the First Lien Agent are not affiliated), (b) upon to pay or reimburse each Lender and the occurrence Agents for all their reasonable and during the continuation of an Event of Default, 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 and documented out-of-pocket fees, disbursements and other charges of Advisors (limitedcounsel to the Agents and the Lenders and other third party advisors to the Agents, in the case of Advisors, as set forth in the definition thereof), (b) to pay, indemnify, and hold harmless each Lender, the Letter of Credit Issuers and each Agent from, any and all recording and filing fees and (c) to pay, indemnify, indemnify and hold harmless each Lender, Lender and the Letter of Credit Issuers and each Agent Agents and their respective Affiliates, directors, officers, partners, employees and agents (other than, in each case, Excluded Affiliates) Related Parties from and against any and all other liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, and reasonable out-of-pocket costs, expenses or disbursements of any kind or nature whatsoever, including reasonable and documented out-of-pocket fees, disbursements and other charges of Advisors related to the Transactions orone counsel, with respect to arising as a result of the execution, delivery, enforcement, performance and administration of this Agreement, the other Credit Documents and any such other documents, including, including any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law (other than by such indemnified person on the part of any Credit Party or any of its Related Parties (other than trustees and advisors)) Subsidiaries or to any actual or alleged presence, release or threatened release into the environment presence of Hazardous Materials attributable to as a result of the operations of Holdings, the Borrower, any of the Borrower’s Subsidiaries each Credit Party or any of the its Subsidiaries, including at any of their Real Estate Property (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 provided, that neither the Borrower nor any other Credit Party Parties shall have any no obligation hereunder to any Agent, any Letter of Credit Issuer the Agents or any Lender or nor any of their respective Related Parties with respect to indemnified liabilities to the extent they result arising from (Ai) the gross negligence, bad faith negligence or willful misconduct of such the party to be indemnified Person or any one of its their Related Parties as determined by a final non-appealable judgment of a court of competent jurisdiction, Parties; (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, (Cii) disputes not involving an act or omission of Holdingsamong the Agents, the Borrower Lenders and/or their transferees; or (iii) diminution in value of any other Real Property of any 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 resulting from the presence of Hazardous Materials existing at such Real Property on or in fulfilling its role as an Agent or any similar role under before the Credit Facilities, (D) such indemnified Person’s capacity as a financial advisor of Holdings, the Borrower or its Subsidiaries in connection with the Transactions, (E) such indemnified Person’s capacity as a co-investor in any potential acquisition of the Holdings, the Borrower or its Subsidiaries or (F) 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 against an indemnified Person 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. 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 detailClosing Date. The agreements in this Section 13.5 12.05 shall survive repayment of the Loans and all other amounts payable hereunderhereunder and termination of this Agreement. No To the fullest extent permitted by Applicable Law, no Credit Party nor shall assert, and each Credit Party hereby waives, any indemnified Person shall have claim against any liability Lender, the Administrative Agent and their respective Related Parties, on any theory of liability, for any special, punitiveindirect, indirect consequential or consequential punitive damages resulting from (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or Agreement, any other Credit Document or arising out of its activities in connection herewith any agreement or therewith (whether before instrument contemplated hereby, the transactions contemplated hereby or after thereby, any Loan or the Conversion Date) (except, in the case use of the Borrower’s obligation hereunder to indemnify and hold harmless the indemnified Person, to the extent any indemnified Person is found liable for special, punitive, indirect or consequential damages to a third party)proceeds thereof. No indemnified Persons 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, 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 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. The Borrower 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 Credit Parties agree to: (a) below incurred prior to the Conversion Date, on the Conversion Date, (a) to pay or reimburse the Agents and the Lead Arrangers for all their reasonable and documented out-of-pocket costs and expenses incurred of (i) the Agents and NationsBanc Capital Markets, Inc. ("NCMI") in connection with (A) the syndicationnegotiation, preparation, execution, delivery, negotiation execution and delivery and administration of this Credit Agreement and the other Credit Documents and any other the documents prepared and instruments referred to therein (including, without limitation, the reasonable fees and expenses of Xxxxx & Xxx Xxxxx, special counsel to the Agents and the fees and expenses of counsel for the Agents in connection herewith or therewithwith collateral issues), and (B) any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the consummation and administration of performance by the transactions contemplated hereby and thereby, including the reasonable and documented fees, disbursements and other charges of White & Case LLP, Credit Parties under this Credit Agreement and (ii) upon the occurrence Agents and during the continuation Lenders in connection with (A) enforcement of an Event of Defaultthe Credit Documents and the documents and instruments referred to therein, including, without limitation, in connection with any such enforcement, the enforcement reasonable fees and disbursements of counsel for the Agents and each of the Lenders, and (B) any bankruptcy or preservation insolvency proceeding of a Credit Party of any rights under this Agreement, the other Credit Documents of its Subsidiaries and any such other documents, including the reasonable and documented out-of-pocket fees, disbursements and other charges of Advisors (limited, in the case of Advisors, as set forth in the definition thereof), (b) to payindemnify each Agent, indemnify, NCMI and hold harmless each Lender, the Letter of Credit Issuers and each Agent from, any and all recording and filing fees and (c) to pay, indemnify, and hold harmless each Lender, the Letter of Credit Issuers and each Agent and their respective Affiliatesits officers, directors, officersemployees, partners, employees representatives and agents (other than, in each case, Excluded Affiliates) from and against any and all other liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements hold each of any kind or nature whatsoever, including reasonable and documented out-of-pocket fees, disbursements and other charges of Advisors related to the Transactions 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 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 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, any Letter of Credit Issuer or any Lender or any of their respective Related Parties with respect to indemnified liabilities to the extent they result from (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, (D) such indemnified Person’s capacity as a financial advisor of Holdings, the Borrower or its Subsidiaries in connection with the Transactions, (E) such indemnified Person’s capacity as a co-investor in any potential acquisition of the Holdings, the Borrower or its Subsidiaries or (F) 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 against an indemnified Person in any such proceeding, the Borrower will indemnify and hold them harmless such indemnified Person from and against any and all losses, liabilities, claims, damagesdamages or expenses incurred by any of them as a result of, liabilities or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any Agent, NCMI or Lender is a party thereto) related to (i) the entering into and/or performance of any Credit Document or the use of proceeds of any Loans (including other extensions of credit) hereunder or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of such settlement gross negligence or judgment in accordance with this Section 13.5. All amounts payable under this Section 13.5 shall be paid within 30 days of receipt by willful misconduct on the Borrower of an invoice relating thereto setting forth such expense in reasonable detail. The agreements in this Section 13.5 shall survive repayment part of the Loans Person to be indemnified), (ii) any Environmental Claim and all other amounts payable hereunder. No Credit Party nor (iii) any indemnified Person shall have any liability claims for any special, punitive, indirect Non-Excluded Taxes 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 Conversion Date) (except, in the case of the Borrower’s obligation hereunder to indemnify and hold harmless the indemnified Person, to the extent any indemnified Person is found liable for special, punitive, indirect or consequential damages to a third party). 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, bad faith 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 Florida 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. The Borrower 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 the Conversion Date, on the Conversion Date, (a) Credit Parties jointly and severally agree to pay or reimburse the Agents and the Lead Arrangers for all their reasonable and documented out-of-pocket costs and expenses incurred (i) in connection with the syndicationpreparation and execution and delivery of, preparationand any amendment, executionwaiver, deliverysupplement or modification to, negotiation and administration of this 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 (a) the reasonable and documented fees, disbursements and other charges of White & Case Xxxxx Day and Xxxxxx and Xxxxx, LLP, each in their capacity as counsel to the Agents, and a single counsel in each appropriate local jurisdiction, (iib) upon the occurrence to pay or reimburse each Agent for all its documented out-of-pocket costs and during the continuation of an Event of Default, expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Loan Documents and any such other documents, including the reasonable and documented out-of-pocket fees, disbursements and other charges of Advisors (limited, in a single counsel to each of the case of Advisors, as set forth in Administrative Agent and the definition thereof)Collateral Agent, (bc) to pay, indemnify, and hold harmless each Lender, the Letter of Credit Issuers and each Agent from, any and all recording and filing fees and (cd) to pay, indemnify, and hold harmless each Lender, the Letter of Credit Issuers Lender and each Agent and their respective Affiliates, directors, officers, partners, employees and agents (other than, in each case, Excluded Affiliates) 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 Company, any of its Related Parties or any other third Person, including reasonable and documented out-of-pocket fees, disbursements and other charges of Advisors related 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 Administrative Borrower (not to the Transactions orbe unreasonably withheld or delayed), retain its own counsel), with respect to the execution, delivery, enforcement, performance and administration of this Agreement, Agreement and the other Credit Loan Documents and any such other documents, including, 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 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 (cd), collectively, the “indemnified liabilitiesIndemnified 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 Parties shall have any no obligation hereunder to any Agent, any Letter of Credit Issuer Agent or any Lender or any of their respective Related Parties with respect to indemnified liabilities Indemnified Liabilities to the extent they result (1) found by a court of competent jurisdiction in a final non-appealable judgment to have resulted from (Ai) the gross negligence, bad faith or willful misconduct of such the party to be indemnified Person or (ii) any of its Related Parties as determined by a final non-appealable judgment of a court of competent jurisdiction, (B) a material breach of any Loan Document by the obligations of such party to be indemnified Person or (2) arising from disputes, claims, demands, actions, judgments or suits not arising from 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 by any other Credit Party and that is or its Affiliates, brought by an indemnified Person against any other indemnified Person, Person (other than any disputes, claims, demands, actions, judgments or suits involving claims against any indemnified Person 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 in fulfilling its role as an Agent other materials obtained through internet, electronic, telecommunications or any similar role under the Credit Facilities, other information transmission systems (Dincluding IntraLinks or SyndTrak Online) such indemnified Person’s capacity as a financial advisor of Holdings, the Borrower or its Subsidiaries in connection with this Agreement or any other Loan Document, except to the Transactionsextent that such damages have resulted from the gross negligence, (E) such indemnified Person’s capacity as a co-investor in any potential acquisition bad faith or willful misconduct of the Holdings, the Borrower or its Subsidiaries or (F) any settlement effected without the Borrower’s prior written consent, but if settled with the Borrower’s prior written consent (not party to be unreasonably withheld, delayed, conditioned indemnified or denied) or if there is any of its Related Parties (as determined by a court of competent jurisdiction in a final and non-appealable judgment against an indemnified Person in decision), nor shall 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. 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 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 (including, without limitation, any loss of profits, business or anticipated savings) relating to this Agreement or any other Credit Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Conversion Closing Date) (except, ). The agreements in the case this Section 10.05 shall survive repayment of the Borrower’s obligation hereunder Loans and all other amounts payable hereunder. This Section 10.05 shall not apply with respect to indemnify and hold harmless the indemnified Personany 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 2.17 and, to the extent any indemnified Person is found liable for special, punitive, indirect or consequential damages to a third party). 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, bad faith 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 therein, Section 13.5, such indemnified Person was not entitled to receipt of such amounts2.10.

Payment of Expenses; Indemnification. The Borrower 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 the Conversion Closing Date, on the Conversion Closing Date, (a) to pay or reimburse the Agents and the Lead Arrangers for all their reasonable and documented out-of-pocket costs and expenses incurred (i) in connection with the syndication, preparation, execution, delivery, negotiation and administration of 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 and documented fees, disbursements and other charges of White & Case LLP, and (ii) upon the occurrence and during the continuation of an Event of Default, 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 out-of-pocket fees, disbursements and other charges of Advisors (limited, in the case of Advisors, as set forth in the definition thereof), (b) to pay, indemnify, and hold harmless each Lender, the Letter of Credit Issuers Lender and each Agent from, any and all recording and filing fees and (c) to pay, indemnify, and hold harmless each Lender, the Letter of Credit Issuers Lender and each Agent and their respective Affiliates, directors, officers, partners, employees and agents (other than, in each case, Excluded Affiliates) 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 fees, disbursements and other charges of Advisors related to the Transactions 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 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 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, any Letter of Credit Issuer Agent or any Lender or any of their respective Related Parties with respect to indemnified liabilities to the extent they result from (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 FacilitiesDocuments, (D) such indemnified Person’s capacity as a financial advisor of Holdings, the Borrower or its Subsidiaries in connection with the Transactions, (E) such indemnified Person’s capacity as a co-investor in any potential acquisition of the Holdings, the Borrower or its Subsidiaries or (F) 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 against an indemnified Person 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. 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 Conversion Closing Date) (except, in the case of the Borrower’s obligation hereunder to indemnify and hold harmless the indemnified Person, to the extent any indemnified Person is found liable for special, punitive, indirect or consequential damages to a third party). 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, bad faith 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. The Borrower Borrowers, severally and jointly, agrees, within thirty (30) days after written demand therefor (including documentation reasonably supporting such request), or, subject to any limitations set forth in the case of expenses of the type described in clause (a) below incurred prior to the Conversion Date, on the Conversion DateFee Letter, (a) to pay or reimburse the Agents Administrative Agent and the Lead Arrangers Lenders for all their reasonable and documented out-of-pocket costs and expenses incurred (i) in connection with the syndicationdevelopment, preparation, execution, delivery, negotiation and administration of execution 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 and documented fees, disbursements and other charges of White & Case LLPone counsel (and, and to the extent necessary, one local counsel in any relevant jurisdiction and, if reasonably required, one regulatory counsel) to the Administrative Agent, (b) to pay or reimburse (i) a single firm of counsel to the Administrative Agent, (ii) upon if reasonably necessary, one local counsel in each relevant jurisdiction (which may include special counsel acting in multiple jurisdictions) and (iii) solely in the occurrence and during the continuation case of an Event actual or perceived conflict of Defaultinterest, one additional primary counsel and one additional counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for each group of affected Lenders similarly situated taken as a whole, 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 and documented out-of-pocket fees, disbursements and other charges of Advisors (limited, in the case of Advisors, as set forth in the definition thereof), (b) to pay, indemnify, and hold harmless each Lender, the Letter of Credit Issuers and each Agent from, any and all recording and filing fees and (c) to pay, indemnify, indemnify and hold harmless each Lender, Lender and the Letter of Credit Issuers and each Administrative Agent and their respective Affiliates, directors, officers, partners, employees and agents (other than, in each case, Excluded Affiliates) Related Parties from and against any and all other actual liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, and reasonable out-of-pocket costs, expenses or disbursements of any kind or nature whatsoever, including reasonable and documented out-of-pocket fees, disbursements and other charges of Advisors related to the Transactions orone counsel, with respect to arising as a result of the execution, delivery, enforcement, performance and administration of this Agreement, the other Credit Documents and any such other documents, including, including any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law (other than by such indemnified person on the part of any Credit Party or any of its Related Parties (other than trustees and advisors)) Subsidiaries or to any actual or alleged presence, release or threatened release into the environment presence of Hazardous Materials attributable to as a result of the operations of Holdings, the Borrower, any of the Borrower’s Subsidiaries each Credit Party or any of the its Subsidiaries, including at any of their Real Estate Property (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 provided, that neither the Borrower nor any other Credit Party Parties shall have any no obligation hereunder to any Agent, any Letter of Credit Issuer the Administrative Agent or any Lender or nor any of their respective Related Parties with respect to indemnified liabilities to the extent they result arising from (Ai) the gross negligence, bad faith negligence or willful misconduct of such the party to be indemnified Person or any one of its their Related Parties (in each case as determined by a final final, non-appealable judgment of decision from 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, (Cii) disputes not involving an act or omission of Holdingsamong the Administrative Agent, the Borrower Lenders and/or their transferees; or (iii) diminution in value of any other Real Property of any 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 resulting from the presence of Hazardous Materials existing at such Real Property on or in fulfilling its role as an Agent or any similar role under before the Credit Facilities, (D) such indemnified Person’s capacity as a financial advisor of Holdings, the Borrower or its Subsidiaries in connection with the Transactions, (E) such indemnified Person’s capacity as a co-investor in any potential acquisition of the Holdings, the Borrower or its Subsidiaries or (F) 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 against an indemnified Person 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. 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 detailClosing Date. The agreements in this Section 13.5 12.05 shall survive repayment of the Loans and all other amounts payable hereunderhereunder and termination of this Agreement. No To the fullest extent permitted by Applicable Law, no Credit Party nor shall assert, and each Credit Party hereby waives, any indemnified Person shall have claim against any liability Lender, the Administrative Agent and their respective Related Parties, on any theory of liability, for any special, punitiveindirect, indirect consequential or consequential punitive damages resulting from (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or Agreement, any other Credit Document or arising out of its activities in connection herewith any agreement or therewith (whether before instrument contemplated hereby, the transactions contemplated hereby or after thereby, any Loan or the Conversion Date) (except, in the case use of the Borrower’s obligation hereunder to indemnify and hold harmless the indemnified Person, to the extent any indemnified Person is found liable for special, punitive, indirect or consequential damages to a third party)proceeds thereof. No indemnified Persons 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, 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 non-appealable judgment of a court of competent jurisdiction). This Section 13.5 12.05 shall not apply to Taxes. Each indemnified PersonTaxes other than any Taxes that represent losses, by its acceptance of the benefits of this Section 13.5claims, agrees to refund and return any and all amounts paid by the Borrower (or on its behalf) to it ifdamages, pursuant to limitations on indemnification set forth in this Section 13.5etc., such indemnified Person was not entitled to receipt of such amountsarising from a non-Tax claim.

Payment of Expenses; Indemnification. The Borrower 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 the Conversion Date, on the Conversion Date, (a) The Borrower agrees to pay or reimburse the Agents and the Lead Arrangers for all their reasonable and documented out-of-pocket costs and expenses incurred of the Agent, the Lenders and their respective Affiliates in connection with (i) in connection with the syndication, negotiation, preparation, execution, delivery, negotiation administration and administration 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 one primary counsel to the Agent (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), the reasonable and documented fees and expenses of counsel for the Agent in connection with collateral issues 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 Credit Parties under this Credit Agreement or any other documents prepared in connection herewith or therewithCredit Documents. In addition, the Borrower shall, upon demand, pay to the Agent and the consummation any Lender all documented costs and administration of the transactions contemplated hereby and thereby, expenses (including the reasonable and documented fees, fees and disbursements of counsel (including allocated costs of internal counsel) and other charges of White & Case LLPprofessionals, and including, financial consultants) paid or incurred by the Agent or such Lender in (iiA) upon the occurrence and during the continuation of an Event of Default, in connection with the enforcement enforcing or preservation of any 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 delivered in connection herewith, including, but not limited to, any such work-out, re-negotiation or restructure relating to the performance by any of the Credit Parties under this Credit Agreement or any other documentsCredit Documents, including (B) in collecting the reasonable Loans, (C) in foreclosing or otherwise collecting upon the Collateral or any part thereof and documented out-of-pocket fees(D) obtaining any legal, disbursements and accounting or other charges advice in connection with any of Advisors (limited, in the case of Advisors, as set forth in the definition thereof), foregoing. (b) to pay, The Borrower shall indemnify, defend and hold harmless each Lender, the Letter of Credit Issuers Agent and each Agent from, any and all recording and filing fees and (c) to pay, indemnify, and hold harmless each Lender, of the Letter of Credit Issuers and each Agent Lenders and their respective Affiliatesaffiliates, partners, directors, officers, partnersagents, advisors, employees and agents counsel (other thaneach, in each case, Excluded Affiliatesan “Indemnified Person”) from and against (i) any and all other liabilitieslosses, obligations, lossesclaims, damages, penaltiesliabilities, claims, demands, actionsdeficiencies, judgments, suits, costs, costs or expenses or disbursements of incurred by any kind or nature whatsoever, Indemnified Person (including reasonable and documented out-of-pocket feesfees and expenses of counsel) (except as a result of (A) such Indemnified Person’s own gross negligence or willful misconduct, disbursements (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 charges Credit Party’s action or inaction or breach of Advisors related to the Transactions orits obligations hereunder or under any other Credit Document or Applicable Law, in each case 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 foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law clauses (other than by such indemnified person or any of its 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 (cA), collectively(B), the “indemnified liabilities”or (C) (SUBJECT TO THE PROVISO BELOWabove, 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, any Letter of Credit Issuer or any Lender or any of their respective Related Parties with respect to indemnified liabilities to the extent they result from (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) in each case arising out of or in connection with or by 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 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 litigation, 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 expenses of 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 material claim brought by any Credit Party against such Indemnified Person for breach of the obligations in bad faith of such indemnified Person Indemnified Person’s obligations hereunder or under any of its Related Parties under the other Credit Documents 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, (C) disputes not involving an act incurred in connection with any remedial or omission of Holdings, 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 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 that is brought by an indemnified Person hereby waives, any claim against any other indemnified Indemnified Person, other than on any claims against any indemnified Person theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in its capacity connection with, or in fulfilling its role as an Agent or any similar role under the Credit Facilities, (D) such indemnified Person’s capacity as a financial advisor of Holdingsresult of, the Borrower or its Subsidiaries in connection with the Transactionsthis Credit Agreement, (E) such indemnified Person’s capacity as a co-investor in any potential acquisition of the Holdings, the Borrower or its Subsidiaries or (F) 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 against an indemnified Person 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. 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 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 any agreement or therewith (whether before or after the Conversion Date) (exceptinstrument contemplated hereby, in the case of the Borrower’s obligation hereunder to indemnify and hold harmless the indemnified Person, to the extent any indemnified Person is found liable for special, punitive, indirect or consequential damages to a third party). 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 any Loan or 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 non-appealable judgment of a court of competent jurisdiction). This Section 13.5 shall not apply to Taxes. Each indemnified Person, by its acceptance use of the benefits 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 Section 13.5Credit Agreement and the other Credit Documents and the payment in full of the Obligations, agrees to refund and return are in addition to, and not in substitution of, any and all amounts paid by the Borrower (or on its behalf) to it if, pursuant to limitations on indemnification other of their Obligations set forth in this Section 13.5, such indemnified Person was not entitled to receipt of such amountsCredit Agreement.

Payment of Expenses; Indemnification. The Borrower 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 Borrowers agree to: (a) below incurred prior to the Conversion Date, on the Conversion Date, (a) to pay or reimburse the Agents and the Lead Arrangers for all their reasonable and documented out-of-pocket costs and expenses incurred of the Administrative Agent and NationsBanc Montxxxxxx Xxxurities LLC (i"NMS") in connection with the syndicationnegotiation, preparation, execution, delivery, negotiation execution and delivery and administration of this Agreement and the other Credit Loan Documents and the documents and instruments referred to therein (including, without limitation, the reasonable fees and expenses of Moorx & Xan Xxxxx, XXLC, special counsel to the Agents as well as Canadian counsel to the Agents) and any other documents prepared amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Borrowers under this Agreement and of the Administrative Agent and the Lenders in connection herewith or therewith, with enforcement of the Loan Documents and the consummation documents and administration of the transactions contemplated hereby and therebyinstruments referred to therein (including, including the reasonable and documented fees, disbursements and other charges of White & Case LLP, and (ii) upon the occurrence and during the continuation of an Event of Defaultwithout limitation, in connection with the enforcement or preservation of any rights under this Agreementsuch enforcement, the other Credit Documents reasonable fees and any such other documents, including disbursements of counsel for the reasonable Administrative Agent and documented out-of-pocket fees, disbursements and other charges each of Advisors the Lenders); (limited, in the case of Advisors, as set forth in the definition thereof), (bii) to pay, indemnify, pay and hold each of the Lenders harmless each Lender, the Letter of Credit Issuers and each Agent from, any and all recording and filing fees and (c) to pay, indemnify, and hold harmless each Lender, the Letter of Credit Issuers and each Agent and their respective Affiliates, directors, officers, partners, employees and agents (other than, in each case, Excluded Affiliates) 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 claims for Non-Excluded Taxes 91 97 as set forth in Section 4.13 and documented out-of-pocket fees, disbursements and other charges of Advisors related to the Transactions 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 hold each 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 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, any Letter of Credit Issuer or any Lender or any of their respective Related Parties with respect to indemnified liabilities to the extent they result from (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, (D) such indemnified Person’s capacity as a financial advisor of Holdings, the Borrower or its Subsidiaries in connection with the Transactions, (E) such indemnified Person’s capacity as a co-investor in any potential acquisition of the Holdings, the Borrower or its Subsidiaries or (F) 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 against an indemnified Person in any such proceeding, the Borrower will indemnify and hold Lenders harmless such indemnified Person from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Lender) to pay such Non-Excluded Taxes; and (iii) indemnify each Agent, NMS and each Lender, its officers, directors, employees, representatives and agents from and hold each of them harmless against any and all losses, liabilities, claims, damagesdamages or expenses incurred by any of them as a result of, liabilities or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any Agent, NMS or Lender is a party thereto) related to the entering into and/or performance of any Loan Document or the use of proceeds of any Loans (including other extensions of credit) hereunder or the consummation of any other transactions contemplated in any Loan Document, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent they relate to disputes solely between or among the Lenders and/or the Agents, or they relate to a material breach of this Agreement by the Lenders or they are incurred by reason of such settlement gross negligence, willful misconduct or judgment in accordance with this Section 13.5professional misconduct on the part of the Person to be indemnified). All amounts payable Anything herein to the contrary notwithstanding, no Borrower shall have any obligation to indemnify any Person under this Section 13.5 shall be paid within 30 days 11.5 from and against any expenses incurred by such Person as a result 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 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 Conversion Date) (except, in the case of the Borrower’s obligation hereunder to indemnify and hold harmless the indemnified Person, to the extent any indemnified Person is found liable for special, punitive, indirect or consequential damages to a third party). 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 any litigation, action or proceeding asserted by either of them against the other Credit Documents or in which such Borrower is 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 prevailing party in a final and 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 amountsjudgment.

Payment of Expenses; Indemnification. The Borrower agrees, if the Closing Date occurs, in each case within thirty (30) days after of 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 the Conversion Date, on the Conversion Datedemand, (a) to pay or reimburse the Agents and the Lead Arrangers for all their reasonable and documented out-of-pocket costs and expenses (without duplication) incurred (i) in connection with the syndication, preparation, executionnegotiation, deliveryadministration, negotiation execution and administration of delivery of, and any amendment, supplement, waiver 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 therebythereby (limited (i) in the case of legal fees and expenses, including to the reasonable and documented fees, disbursements and other charges of White & Case LLPPxxx Xxxxxxxx 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 material jurisdiction, excluding in all cases allocated costs of in-house counsel, and (ii) upon in the occurrence case of fees and during expenses related to any other advisor or consultant, solely to the continuation extent the Borrower has consented to the retention or engagement of an Event such Person), (b) to pay or reimburse each Agent, Lxxxxx and Letter of Default, 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 such other documentsdocuments delivered in connection herewith or therewith upon the occurrence and during the continuance of an Event of Default (limited, including in the case of legal fees and expenses, to the reasonable and documented out-of-pocket fees, disbursements and other charges of Advisors one primary counsel and (limitedx) 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 the each case excluding in all cases allocated costs of Advisorsin-house counsel, as set forth in the definition thereof), (b) to pay, indemnify, and hold harmless each Lender, the Letter of Credit Issuers and each Agent from, any and all recording and filing fees and (c) to pay, indemnify, and hold harmless each Lender, each Agent, the Letter of Credit Issuers and each Agent Issuer and their respective Affiliates, directors, officers, partnersmembers, controlling persons, representatives, advisors, employees and agents and successors of the foregoing (other than, in each case, excluding any Excluded AffiliatesAffiliate (acting in its capacity as such), the “Indemnified Persons”) from and against any and all other liabilities, obligations, actual losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements liabilities incurred or suffered of any kind or nature whatsoeverwhatsoever (limited (i) in the case of legal fees and expenses, including to the reasonable and documented out-of-pocket fees, disbursements disbursements, and other charges of Advisors 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-house counsel, and (ii) in the case of fees and expenses related to any other advisor or consultant, solely to the Transactions orextent the Borrower has consented to the retention or engagement of such Person in writing), with respect in each case to the extent arising out of or relating to 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 or any of its Affiliates, that is related to the execution, delivery, enforcement, performance 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 such other documents, including, 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 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 Credit Facility (all the foregoing in this clause (c), collectively, the “indemnified liabilitiesIndemnified 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 no obligation hereunder to any Agent, Indemnified Person with respect to Indemnified Liabilities (i) resulting from disputes between and among any Letter of Credit Issuer or any Lender Indemnified Persons (or any of their respective Related Parties with respect to indemnified liabilities to the extent they result from (A) the gross negligence, bad faith or willful misconduct of such indemnified Person Indemnified Person’s Affiliates or any of its Related Parties 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 jurisdictionjurisdiction to have resulted from (x) the gross negligence, bad faith or willful misconduct of such Indemnified Person (Bor 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 the obligations any Credit Document by such Indemnified Person (or any of such indemnified 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 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 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 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 such Indemnified Person’s or omission of Holdings, the Borrower such other Person’s Affiliates or any other Credit Party and that is brought by an indemnified Person against of its or their respective officers, directors, employees, agents, controlling persons, members or the successors of 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, (D) such indemnified Person’s capacity as a financial advisor of Holdings, the Borrower or its Subsidiaries in connection with the Transactions, (E) such indemnified Person’s capacity as a co-investor in any potential acquisition of the Holdings, the Borrower or its Subsidiaries foregoing or (F2) 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 against an indemnified Person 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. 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 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 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 Conversion Closing Date); provided that this clause (2) (except, in the case of shall not limit the Borrower’s obligation hereunder to indemnify and hold harmless the indemnified Person, indemnity or reimbursement obligations to the extent any indemnified Person is found liable for such special, punitive, indirect or consequential damages to are included in any claim by a third partyparty 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). No indemnified Persons 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 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 damages arising from the use by unintended recipients settlement of any information proceeding effected without the Borrower’s prior written consent (which consent shall not be unreasonably withheld or other materials distributed by it through telecommunicationsdelayed), electronic but if settled with the Borrower’s prior written consent 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 if there is a final and non-appealable judgment of by a court of competent jurisdiction)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 or liabilities incurred or suffered 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. 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 apply 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 such Indemnified Person unless such settlement (i) includes an unconditional release of such Indemnified Person in form and substance reasonably satisfactory to Taxessuch 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. Each indemnified 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 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. 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, 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 the Conversion Date, on the Conversion Date, agrees (a) to pay or reimburse the Agents and the Lead Arrangers for all their reasonable and documented out-of-pocket costs and expenses incurred (i) in connection 715000788 12406500715000788 12406500 with the syndicationpreparation and execution and delivery of, preparationand any amendment, executionwaiver, deliverysupplement or modification to, negotiation and administration of 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 and documented fees, disbursements and other charges of White Xxxxxx Xxxxxx & Case Xxxxxxx LLP and Xxxxxx & ElkinsMayer Xxxxx LLP, in their capacity as counsel to the Lead Arrangers and the Joint Bookrunners, and one counsel in each appropriate local jurisdiction (iiother than any allocated costs of in-house counsel), (b) upon the occurrence to pay or reimburse each Agent for all its reasonable and during the continuation of an Event of Default, 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 and documented out-of-pocket fees, disbursements and other charges of Advisors (limitedi) one counsel 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 retain its own counsel) and (ii) any financial advisors or other agents or consultants of the case of AdvisorsAdministrative Agent and Collateral Agent, as set forth in the definition thereof), (b) to pay, indemnify, and hold harmless each Lender, the Letter of Credit Issuers and each Agent from, any and all recording and filing fees and (c) to pay, indemnify, and hold harmless each Lender, the Letter of Credit Issuers Issuer and Agent from, any and all recording and filing fees and (d) to pay, indemnify, and hold harmless each Lender, Letter of Credit Issuer and Agent and their respective Affiliates, directors, officers, partners, employees and agents (other than, in each case, Excluded Affiliates) 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 out-of-pocket fees, disbursements and other charges of Advisors related 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 the Transactions orbe 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 trustees and advisorsany trustee or advisor)) or to any actual or alleged presence, release or threatened release into the environment of Hazardous Materials involving or attributable to the operations of Holdings, the Borrower, any of the Borrower’s its Subsidiaries or any of the Real Estate Oil and Gas Properties (all the foregoing in this clause (cd), collectively, the “indemnified liabilitiesIndemnified 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 no obligation hereunder to any Agent, any Letter of Credit Issuer Agent or any Lender or any of their respective Related Parties with respect to indemnified liabilities Indemnified Liabilities to the extent they result from (A) the gross negligence, bad faith or willful misconduct of such indemnified Person or any of its Related Parties as it has been determined by a final non-appealable judgment of a court of competent jurisdictionjurisdiction to have resulted from (i) the gross negligence, (B) a material breach bad faith or willful misconduct of the obligations of such party to be indemnified Person or any of its Related Parties under Parties, (ii) any material breach (or, in the Credit Documents as determined by a final non-appealable judgment case of a court proceeding brought by the Borrower, any breach) of competent jurisdictionany Credit Document by the party to be indemnified or (iii) disputes, (C) disputes claims, demands, actions, judgments or suits not involving an arising from any act or omission of Holdings, by the Borrower or any other Credit Party and that is its Affiliates, brought by an indemnified Person against any other indemnified Person, Person (other than any disputes, claims, demands, actions, judgments or suits involving claims against any indemnified Person 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 fulfilling its role as an Agent 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 similar role under the Credit Facilitiesof its Related Parties (as determined by a court of competent jurisdiction in a final and non-appealable decision), (D) nor shall any such indemnified Person’s capacity as a financial advisor of Holdings, the Borrower or any of its Subsidiaries 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 Credit Document or arising out of its activities in connection with herewith or therewith (whether before or after the Transactions, (E) such indemnified Person’s capacity as a co-investor in any potential acquisition of the Holdings, the Borrower or its Subsidiaries or (F) 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 against an indemnified Person 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 13.5Closing Date). All amounts payable under this Section 13.5 shall be paid within 30 days 10 Business 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 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 Conversion Date) (except, in the case of the Borrower’s obligation hereunder to indemnify and hold harmless the indemnified Person, to the extent any indemnified Person is found liable for special, punitive, indirect or consequential damages to a third party). 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, bad faith 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 with respect to Taxes. Each indemnified Personany claims for Taxes which shall be governed exclusively by Section 5.4 and, by its acceptance of to 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 extent set forth in this Section 13.5therein, such indemnified Person was not entitled to receipt of such amounts.Sections 2.10 and 3.5. 715000788 12406500715000788 12406500

Payment of Expenses; Indemnification. The Borrower 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 the Conversion Date, on the Conversion Date, agrees (a) to pay or reimburse the Agents Administrative Agent and the Joint Lead Arrangers for all their respective reasonable and documented out-of-pocket costs and expenses incurred (i) in connection with the syndicationsyndication of the Facilities (other than fees payable to syndicate members) and the development, preparation, execution, delivery, negotiation execution and administration delivery of this Agreement and the other Credit Loan Documents and any other documents prepared in connection herewith or therewiththerewith and any amendment, and supplement or modification thereto, and, as to the consummation and Administrative Agent only, the administration of the transactions contemplated hereby and thereby, including including, without limitation, the reasonable and documented fees, fees and disbursements and other charges of White & Case LLPcounsel to the Administrative Agent (including one primary counsel and such local counsel as the Administrative Agent 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 Administrative Agent and (ii) upon the occurrence Joint Lead Arrangers for all their out-of-pocket costs and during the continuation of an Event of Default, expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Loan Documents and any such other documents, including, without limitation, the fees and disbursements of counsel (including the reasonable allocated fees and documented outexpenses of in-of-pocket feeshouse counsel) to each Lender, disbursements each Issuing Lender and other charges of Advisors (limited, in the case of Advisors, as set forth in the definition thereof)Administrative Agent, (bc) to pay, indemnify, and hold harmless or reimburse each Lender, each Issuing Lender and the Letter of Credit Issuers Administrative Agent for, and hold each Lender, each Issuing Lender 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 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 (cd) to pay, indemnifyindemnify or reimburse each Lender, each Issuing Lender, the Administrative Agent, each Joint Lead Arranger 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 each Lender, the Letter of Credit Issuers and each Agent and their respective Affiliates, directors, officers, partners, employees and agents (other than, in each case, Excluded Affiliates) from and against any and all other liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements arising out of any actions, judgments or suits of any kind or nature whatsoever, including reasonable and documented out-of-pocket feesarising out of or in connection with any claim, disbursements and other charges of Advisors related action or proceeding relating to the Transactions or, or otherwise with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Credit Loan Documents and any such other documents, including, without limitation, 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 (other than by such indemnified person or any of its 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 applicable to the operations of Holdingsthe Parent, the Borrower, any of the Borrower’s its Subsidiaries or any of the Real Estate Properties and the fees and disbursements and other charges of legal counsel in connection with claims, actions or proceedings by any Indemnitee against the Parent or the Borrower hereunder (all the foregoing in this clause (cd), collectively, the “indemnified liabilitiesIndemnified 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 Parent nor the Borrower nor any other Credit Party shall have any obligation hereunder to any Agent, any Letter of Credit Issuer or any Lender or any of their respective Related Parties Indemnitee with respect to indemnified liabilities Indemnified Liabilities to the extent they result from (A) the gross negligence, bad faith or willful misconduct of such indemnified Person or any of its Related Parties as determined Indemnified Liabilities are found by a final non-appealable judgment and nonappealable decision of a court of competent jurisdictionjurisdiction to have resulted from the bad faith, (B) a material breach of the obligations of gross negligence or willful misconduct 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, (D) such indemnified Person’s capacity as a financial advisor of Holdings, the Borrower Indemnitee or its Subsidiaries in connection with the Transactionsaffiliates, (E) such indemnified Person’s capacity as a co-investor in any potential acquisition of the Holdingsofficers, the Borrower directors, trustees, employees, advisors, agents or its Subsidiaries or (F) 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 against an indemnified Person 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 13.5controlling Persons. All amounts payable due under this Section 13.5 10.5 shall be paid within 30 days payable promptly after receipt of receipt a reasonably detailed invoice therefor. Statements payable by the Borrower of an invoice relating thereto setting 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 expense other Person or address as may be hereafter designated by the Borrower in reasonable detaila written notice to the Administrative Agent. The agreements in this Section 13.5 10.5 shall survive repayment of the 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 Conversion Date) (except, in the case of the Borrower’s obligation hereunder to indemnify and hold harmless the indemnified Person, to the extent any indemnified Person is found liable for special, punitive, indirect or consequential damages to a third party). 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, bad faith 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 amountsObligations.

Payment of Expenses; Indemnification. The Borrower 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 the Conversion Closing Date, on the Conversion Closing Date, (a) to pay or reimburse the Agents and the Joint Lead Arrangers and their permitted successors and assigns for all their reasonable and documented out-of-pocket costs and expenses incurred (i) in connection with the syndication, preparation, execution, delivery, negotiation and administration of 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 and documented fees, disbursements and other charges of White & Case LLP, and (ii) upon the occurrence and during the continuation of an Event of Default, 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 out-of-pocket fees, disbursements and other charges of Advisors (limited, in the case of Advisors, as set forth in the definition thereof), (b) to pay, indemnify, and hold harmless each Lender, the Revolving Letter of Credit Issuers and each Agent from, any and all recording and filing fees and (c) to pay, indemnify, and hold harmless each Lender, the Revolving Letter of Credit Issuers and each Agent and their respective Affiliates, directors, officers, partners, employees and agents (other than, in each case, Excluded Affiliates) 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 fees, disbursements and other charges of Advisors related to the Transactions 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 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 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, any Revolving Letter of Credit Issuer or any Lender or any of their respective Related Parties with respect to indemnified liabilities to the extent they result from (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, (D) such indemnified Person’s capacity as a financial advisor of Holdings, the Borrower or its Subsidiaries in connection with the Transactions, (E) such indemnified Person’s capacity as a co-investor in any potential acquisition of the Holdings, the Borrower or its Subsidiaries or (F) 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 against an indemnified Person 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. 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 Loans and all other amounts payable hereunder. No Credit Party nor any indemnified Person or their respective Affiliates or the respective directors, officers, employees, advisors and agents of the foregoing 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 Conversion Closing Date) (except, in the case of the Borrower’s obligation hereunder to indemnify and hold harmless the indemnified Person, to the extent any indemnified Person is found liable for special, punitive, indirect or consequential damages to a third party). No Credit Party nor any indemnified Persons Person or their respective Affiliates or the respective directors, officers, employees, advisors and agents of the foregoing 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 Credit Party or indemnified Person Person, as applicable, or any of its their respective 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. The Borrower 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 agrees to: (a) below incurred prior to the Conversion Date, on the Conversion Date, (a) to pay or reimburse the Agents and the Lead Arrangers for all their reasonable and documented out-of-pocket costs and expenses incurred of (i) the Agent in connection with (A) the syndication, negotiation, preparation, execution, delivery, negotiation administration and administration monitoring of this Credit Agreement and the other Credit Documents and any other the documents prepared and instruments referred to therein or executed in connection herewith or 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 counsel to the Agent, the reasonable fees and expenses of counsel for the Agent in connection with collateral issues and all due diligence, and the consummation costs and administration expenses incurred in connection with all appraisals, field exams, and of obtaining all Real Property Documentation, and all recording costs, fees and taxes payable in connection with the Collateral, and (B) 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 transactions contemplated hereby and thereby, including the reasonable and documented fees, disbursements and Credit Parties under this Credit Agreement or any other charges of White & Case LLP, Credit Documents and (ii) upon the occurrence Agent and during the continuation Lenders in connection with enforcement of an Event the Credit Documents and the documents and instruments referred to therein or executed in connection therewith, including but not limited to, any work-out, re-negotiation or restructure relating to the performance by any of Defaultthe Credit Parties under this Credit Agreement or any other Credit Documents, including, without limitation, in connection with the any such enforcement or preservation upon receipt of any rights under this Agreementa correct invoice, the other Credit Documents reasonable fees and any such other documents, disbursements of counsel for the Agent and each of the Lenders (including the reasonable and documented out-of-pocket fees, disbursements and other charges allocated costs of Advisors (limited, in the case of Advisors, as set forth in the definition thereofinternal counsel), (b) to pay, and the reasonable fees and expenses of a financial consultant engaged by the Agent or its counsel in connection with the foregoing. The Borrower shall indemnify, defend and hold harmless each Lenderthe Agent, Wachovia Capital Markets, LLC (in its capacity as arranger), the Letter of Credit Issuers Issuing Bank and each Agent from, any and all recording and filing fees and (c) to pay, indemnify, and hold harmless each Lender, of the Letter of Credit Issuers and each Agent Lenders and their respective Affiliates, directors, officers, partnersagents, employees and agents (other than, in each case, Excluded Affiliates) counsel 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 fees, disbursements and other charges of Advisors related to the Transactions 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 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 trustees and advisors)x) 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, any Letter of Credit Issuer or any Lender or any of their respective Related Parties with respect to indemnified liabilities to the extent they result from (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, (D) such indemnified Person’s capacity as a financial advisor of Holdings, the Borrower or its Subsidiaries in connection with the Transactions, (E) such indemnified Person’s capacity as a co-investor in any potential acquisition of the Holdings, the Borrower or its Subsidiaries or (F) 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 against an indemnified Person 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 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 such settlement any litigation, investigation, claim or judgment proceeding which arises out of or is in accordance with any way related to (i) this Section 13.5. All amounts payable under this Section 13.5 shall be paid within 30 days Credit Agreement, any Letter 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 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 Conversion Date) (except, in the case of the Borrower’s obligation hereunder to indemnify and hold harmless the indemnified Person, to the extent any indemnified Person is found liable for special, punitive, indirect or consequential damages to a third party). 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, (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 (except to the extent that such damages any of the foregoing are finally judicially determined to have resulted from the willful misconduct, bad faith or their own gross negligence or willful misconduct)incurred in connection with any remedial or other action taken by the Borrower or any of any indemnified Person the Lenders in connection with compliance by the Borrower or any of its Related Parties (as determined by a final non-appealable judgment Subsidiaries, or any of a court of competent jurisdiction)their respective properties, with any federal, state or local environmental laws, acts, rules, regulations, orders or ordinances. This Section 13.5 shall not apply If and to Taxes. Each indemnified Person, by its acceptance the extent that the obligations of the benefits 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. The Borrower's obligations under this Section 14.8 shall survive any termination of this Section 13.5Credit Agreement and the other Credit Documents and the payment in full of the Obligations, agrees to refund and return are in addition to, and not in substitution of, any and all amounts paid by the Borrower (or on its behalf) to it if, pursuant to limitations on indemnification other of their Obligations set forth in this Section 13.5Credit Agreement. In addition, the Borrower shall, upon demand, pay to the Agent and any Lender all costs and expenses (including the reasonable fees and disbursements of counsel and other professionals) paid or incurred by the Agent, the Issuing Bank or such indemnified Person was not entitled to receipt Lender in (A) enforcing or defending its rights under or in respect of such amountsthis Credit Agreement, the other Credit Documents or any other document or instrument now or hereafter executed and delivered in connection herewith, (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.

Payment of Expenses; Indemnification. The Borrower 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 Credit Parties agree to: (a) below incurred prior to the Conversion Date, on the Conversion Date, (a) to pay or reimburse the Agents and the Lead Arrangers for all their reasonable and documented out-of-pocket costs and expenses incurred of (i) the Agent-Related Persons in connection with (A) the syndicationnegotiation, preparation, execution, delivery, negotiation execution and administration delivery and syndication of this Credit Agreement and the other Credit Documents and any other the documents prepared in connection herewith or therewithand instruments referred to therein (including, and the consummation and administration of the transactions contemplated hereby and therebywithout limitation, including the reasonable fees and documented feesexpenses of Mooxx & Van Xxxxx, disbursements xpecial counsel to the Administrative Agent) and other charges of White & Case LLP(B) any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Credit Parties under this Credit Agreement, and (ii) upon the occurrence Agent-Related Persons and during the continuation Lenders in connection with (A) enforcement of an Event of Defaultthe Credit Documents and the documents and instruments referred to therein, including, without limitation, in connection with any such enforcement, the enforcement reasonable Attorneys' Costs of the Administrative Agent and each of the Lenders and (B) any bankruptcy or preservation insolvency proceeding of any rights under this Agreement, the other Credit Documents and any such other documents, including the reasonable and documented out-of-pocket fees, disbursements and other charges of Advisors (limited, in the case of Advisors, as set forth in the definition thereof), (b) to pay, indemnify, and hold harmless each Lender, the Letter of Credit Issuers and each Agent from, any and all recording and filing fees and (c) to pay, indemnify, and hold harmless each Lender, the Letter of Credit Issuers and each Agent and their respective Affiliates, directors, officers, partners, employees and agents (other than, in each case, Excluded Affiliates) 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 fees, disbursements and other charges of Advisors related to the Transactions 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 foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law (other than by such indemnified person Party or any of its Subsidiaries and (b) indemnify the Agent-Related Parties (other than trustees Persons and advisors)) or to any actual or alleged presenceeach Lender, release or threatened release into the environment of Hazardous Materials attributable to the operations of Holdingsits officers, the Borrowerdirectors, any of the Borrower’s Subsidiaries or any of the Real Estate (all the foregoing in this clause (c)employees, collectivelyrepresentatives, 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, any Letter of Credit Issuer or any Lender or any of their respective Related Parties with respect to indemnified liabilities to the extent they result counsel and agents from (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, (D) such indemnified Person’s capacity as a financial advisor of Holdings, the Borrower or its Subsidiaries in connection with the Transactions, (E) such indemnified Person’s capacity as a co-investor in any potential acquisition of the Holdings, the Borrower or its Subsidiaries or (F) 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 against an indemnified Person in any such proceeding, the Borrower will indemnify and hold each of them harmless such indemnified Person from and against any and all losses, liabilities, claims, damagesdamages or expenses incurred by any of them as a result of, liabilities and or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not such Agent-Related Person or any Lender is a party thereto) related to the entering into and/or performance of any Credit Document or the use of proceeds of any Loans (including other extensions of credit) hereunder or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, reasonable Attorneys' Costs incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of such settlement gross negligence or judgment in accordance with this Section 13.5. All amounts payable under this Section 13.5 shall willful misconduct on the part of the Person to be paid within 30 days of receipt indemnified or from the material breach by the Borrower Person to be indemnified of an invoice relating thereto setting forth such expense in reasonable detailits obligations under the Credit Documents ) (all of the foregoing, collectively, "Indemnified Liabilities"). The agreements in this Section 13.5 11.5 shall survive the termination of the Commitments and the repayment of the 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 Conversion Date) (except, in the case of the Borrower’s obligation hereunder to indemnify and hold harmless the indemnified Person, to the extent any indemnified Person is found liable for special, punitive, indirect or consequential damages to a third party). 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, bad faith 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 amountsObligations.

Payment of Expenses; Indemnification. The Borrower 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 the Conversion Date, on the Conversion Date, agrees (a) to pay or reimburse the Agents Administrative Agent and the Lead Arrangers Amendment Agents for all of their reasonable and documented out-of-pocket costs and expenses incurred (i) in connection with the syndicationdevelopment, preparationpreparation and execution of, executionand any amendment, deliverysupplement or modification to, negotiation and administration of 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 and documented or invoiced fees, disbursements and other charges of White & Case LLPone counsel to the Administrative Agent and the Amendment Agents, and in connection with local and collateral matters, one counsel in any relevant local jurisdiction, (iib) upon to pay all reasonable out of pocket expenses incurred by any Letter of Credit Issuer in connection with the occurrence 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 during the continuation of an Event of Default, 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 documentsdocuments (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 and documented out-of-pocket fees, disbursements and other charges of Advisors one primary counsel (limitedand, in the case of Advisorsan actual or perceived conflict of interest by an Agent, as set forth 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 the definition thereofeach appropriate jurisdiction (which may include one special counsel acting in multiple jurisdictions), (bd) 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, the each Letter of Credit Issuers and each Agent from, any and all recording and filing fees and (c) to pay, indemnify, and hold harmless each Lender, the Letter of Credit Issuers Issuer and each Agent and their respective AffiliatesRelated Parties (each, directors, officers, partners, employees and agents (other than, in each case, Excluded Affiliatesan “Indemnitee”) 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 fees, disbursements and other charges of Advisors related 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 Transactions oraffected Indemnitee), and one local counsel in each appropriate jurisdiction (which may include one special counsel acting in multiple jurisdictions), with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Credit Documents and any 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 a third party or by Holdings, the Borrower, any of their respective Affiliates, creditors or equity holders or any other Person), 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 trustees and advisors)) or to any actual or alleged presence, release or threatened release into the environment of Hazardous Materials involved or attributable to the operations of Holdings, the Borrower, any of the Borrower’s its Subsidiaries or any of the Real Estate (all the foregoing in this clause (ce), 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 no obligation hereunder to any Agent, any Letter of Credit Issuer or any Lender or any of their respective Related Parties such Indemnitee with respect to indemnified liabilities to the extent they such indemnified liabilities result from (Ai) the gross negligence, bad faith negligence or willful misconduct of such indemnified Person Indemnitee or any of its Related Parties 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 court of competent jurisdiction in a final and non-appealable judgment of a court of competent jurisdictiondecision), (Bii) a material breach of the obligations of by such indemnified Person Indemnitee or any one of its Related Parties under the Credit Documents as determined by a final non-appealable judgment Affiliate of a court of competent jurisdiction, its funding obligations hereunder or (Ciii) disputes not involving an act or omission of Holdings, the Borrower or any other Credit Party by and that is brought by an indemnified Person against any other indemnified Person, among such Indemnitees (other than any claims against any indemnified Person Agent, any other agent, arranger or bookrunner named on the cover page hereto, any Amendment Agent or any Letter of Credit Issuer in its capacity such capacities or in fulfilling its role as an Agent such roles or any similar role under or with respect to acts or omissions taken in furtherance of or relating to such capacities or roles) to the Credit Facilities, (D) extent such indemnified Person’s capacity as a financial advisor disputes do not arise from any act or omission of Holdings, the 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, (E) such indemnified Person’s capacity as a co-investor in any potential acquisition of the Holdings, the Borrower or its Subsidiaries or (F) 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 against an indemnified Person 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. 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 Loans and all other amounts payable hereunder. No Credit Party nor any indemnified Person Indemnitee shall have any liability for any special, punitive, indirect or consequential damages resulting from 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 Conversion Closing Date) (except, in the case of the Borrower’s obligation hereunder to indemnify and hold harmless the indemnified Person, to the extent any indemnified Person is found liable for special, punitive, indirect or consequential damages to a third party). 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 The agreements 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 non-appealable judgment of a court of competent jurisdiction). This Section 13.5 shall not apply to Taxes. Each indemnified Person, by its acceptance survive repayment of the benefits of this Section 13.5, agrees to refund and return any Loans and all other 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 amountspayable hereunder.

Payment of Expenses; Indemnification. The Borrower 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 the Conversion Date, on the Conversion Date, Borrowers agree (a) to pay or reimburse the Agents and the Lead Arrangers for all their reasonable and documented out-of-pocket costs and expenses incurred (i) in connection with the syndicationdevelopment, preparationpreparation and execution and delivery of, executionand any amendment, deliverysupplement or modification to, negotiation and administration of 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 documented costs, fees and documented expenses associated with the initial collateral appraisal and field examination and all subsequent appraisals, examinations or update to the extent set forth in Section 9.2(b) and the reasonable fees, disbursements and other charges of White Xxxxxx & Case LLPXxxxxxx LLP and one counsel in each relevant local jurisdiction, (b) to pay or reimburse each Agent for all its reasonable out-of-pocket costs and (ii) upon the occurrence and during the continuation of an Event of Default, 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 and documented out-of-pocket fees, disbursements and other charges of Advisors one counsel to the Administrative Agent, Collateral Agent and the other Agents (limited, unless there is an actual or perceived conflict of interest in the which case of Advisors, as set forth in the definition thereofeach such Person may retain its own counsel), (bc) to pay, indemnify, and hold harmless each Lender, the Letter of Credit Issuers Lender and each Agent from, any and all recording and filing fees and (cd) to pay, indemnify, and hold harmless each Lender, the Letter of Credit Issuers Lender and each Agent and their respective Affiliates, directors, officers, partnersemployees, employees and agents (other than, in each case, Excluded Affiliates) 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 fees, disbursements and other charges of Advisors one primary counsel and one local counsel in each relevant jurisdiction to such indemnified Persons (unless there is an actual or perceived conflict of interest or the availability of different claims or defenses in which case each such Person may retain its own counsel), related to the Transactions (including, without limitation, the Merger) or, 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 Parties(other than trustees and advisorsany trustee or advisor)) or to any actual or alleged presence, release or threatened release into the environment of Hazardous Materials involving or attributable to the operations of Holdings, the Parent Borrower, any of the Borrower’s its 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, any Letter of Credit Issuer or any Lender or any of their respective Related Parties with respect to indemnified liabilities to the extent they result from (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, (D) such indemnified Person’s capacity as a financial advisor of Holdings, the Borrower or its Subsidiaries in connection with the Transactions, (E) such indemnified Person’s capacity as a co-investor in any potential acquisition of the Holdings, the Borrower or its Subsidiaries or (F) 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 against an indemnified Person 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. 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 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 Conversion Date) (except, in the case of the Borrower’s obligation hereunder to indemnify and hold harmless the indemnified Person, to the extent any indemnified Person is found liable for special, punitive, indirect or consequential damages to a third party). 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, bad faith 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.clause

Payment of Expenses; Indemnification. The Borrower 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 the Conversion Date, on the Conversion Date, The Credit Parties jointly and severally agree to: (a) to pay or reimburse the Agents and the Lead Arrangers for on demand all their reasonable and documented out-of-pocket costs and expenses incurred of (i) the Agents in connection with (A) the syndication, negotiation, preparation, execution, delivery, negotiation execution and delivery and administration of this Credit Agreement and the other Credit Documents and the other documents and instruments referred to therein (including, without limitation, the reasonable fees and expenses of Xxxxx & Xxx Xxxxx, special counsel to the Agents and the fees and expenses of counsel for the Agents in connection with collateral or foreign issues but not the fees and expenses of any other documents prepared in connection herewith or therewithLender's counsel), and (B) any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the consummation and administration of performance by the transactions contemplated hereby and thereby, including the reasonable and documented fees, disbursements and other charges of White & Case LLP, Credit Parties under this Credit Agreement and (ii) upon the occurrence Agents and during the continuation Lenders in connection with (A) enforcement of an Event of Defaultthe Credit Documents and the documents and instruments referred to therein, including, without limitation, in connection with the enforcement or preservation of any rights under this Agreementsuch enforcement, the other Credit Documents reasonable fees and any such other documents, including disbursements of counsel for the reasonable Agents and documented out-of-pocket fees, disbursements and other charges each of Advisors (limited, in the case of Advisors, as set forth in the definition thereof), (b) to pay, indemnifyLenders, and hold harmless each Lender, the Letter (B) any bankruptcy or insolvency proceeding of a Credit Issuers and each Agent from, any and all recording and filing fees and (c) to pay, indemnify, and hold harmless each Lender, the Letter of Credit Issuers and each Agent and their respective Affiliates, directors, officers, partners, employees and agents (other than, in each case, Excluded Affiliates) 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 fees, disbursements and other charges of Advisors related to the Transactions 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 foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law (other than by such indemnified person Party or any of its Related Parties Subsidiaries and (other than trustees b) indemnify each Agent 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, any Letter of Credit Issuer or any each Lender or any of and their respective Related Parties with respect to indemnified liabilities to the extent they result affiliates, controlling persons, officers, directors, employees, representatives and agents (each an "indemnitee") from (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, (D) such indemnified Person’s capacity as a financial advisor of Holdings, the Borrower or its Subsidiaries in connection with the Transactions, (E) such indemnified Person’s capacity as a co-investor in any potential acquisition of the Holdings, the Borrower or its Subsidiaries or (F) 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 against an indemnified Person in any such proceeding, the Borrower will indemnify and hold each of them harmless such indemnified Person from and against any and all losses, liabilities, claims, damagesdamages or expenses incurred by any of them as a result of, liabilities or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any Agent or Lender or other indemnitee is a party thereto) related to (i) the entering into and/or performance of any Credit Document or the use of proceeds of any Loans (including other extensions of credit) hereunder or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of such settlement gross negligence or judgment in accordance with this Section 13.5. All amounts payable under this Section 13.5 shall be paid within 30 days of receipt by willful misconduct on the Borrower of an invoice relating thereto setting forth such expense in reasonable detail. The agreements in this Section 13.5 shall survive repayment part of the Loans and all other amounts payable hereunder. No Credit Party nor Person to be indemnified), (ii) 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 Environmental Claim (whether before or after the Conversion Date) (except, in the case of the Borrower’s obligation hereunder to indemnify and hold harmless the indemnified Person, to the extent any indemnified Person is found liable for special, punitive, indirect or consequential damages to a third party). 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 claim arises from the willful misconduct, bad faith or gross negligence or willful misconduct of any indemnified Person party) and (iii) any claims for Non-Excluded Taxes; provided that no indemnity or reimbursement shall be required in respect of (a) any of its Related Parties (as determined by a final non-appealable judgment claims relating to the rights of a court of competent jurisdiction). This Section 13.5 shall not apply to Taxes. Each indemnified Person, by its acceptance Lender as a holder of the benefits Subordinated Debt or (b) any claims relating to the obligations of this Section 13.5any indemnified party in any capacity other than as an Agent or a Lender. (b) Without prejudice to the survival of any other agreement of the Credit Parties hereunder, agrees to refund the agreements and return any and all amounts paid by obligations of the Borrower (or on its behalf) to it if, pursuant to limitations on indemnification set forth Credit Parties contained in this Section 13.511.5 shall survive the repayment of the Loans, such indemnified Person was not entitled to receipt LOC Obligations and other obligations under the Credit Documents and the termination of such amountsthe Commitments hereunder.

Payment of Expenses; Indemnification. The Borrower 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 the Conversion Date, on the Conversion Date, agrees (a) to pay or reimburse the Agents each Agent and the Lead Arrangers for all their respective reasonable and documented out-of-pocket costs and expenses incurred (i) in connection with the syndicationsyndication of the Facilities (other than fees payable to syndicate members) and the development, preparation, execution, delivery, negotiation execution and administration delivery of this Agreement and the other Credit Loan Documents and any other documents prepared in connection herewith or therewiththerewith and any amendment, and supplement or modification thereto, and, as to the consummation and Agents only, the administration of the transactions contemplated hereby and thereby, including including, without limitation, the reasonable and documented fees, fees and disbursements and other charges of White & Case LLPcounsel 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 (ii) upon the occurrence Lead Arrangers for all their documented out-of-pocket costs and during the continuation of an Event of Default, expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Loan Documents and any such other documents, including, without limitation, the fees and disbursements of counsel (including the reasonable allocated fees and documented outexpenses of in-of-pocket feeshouse counsel) to each Lender, disbursements each Issuing Lender and the Agents and other charges of Advisors (limited, advisors and professionals engaged by the Administrative Agent or the Lead Arrangers in the case of Advisors, as set forth in the definition thereof)connection with enforcement proceedings, (bc) to pay, indemnify, and hold harmless or reimburse each Lender, each Issuing Lender and the Letter of Credit Issuers Agents for, and hold each Agent Lender, each Issuing Lender and the Agents 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 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 (cd) to pay, indemnifyindemnify 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 each Lender, the Letter of Credit Issuers and each Agent and their respective Affiliates, directors, officers, partners, employees and agents (other than, in each case, Excluded Affiliates) from and against any and all other liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements arising out of any actions, judgments or suits of any kind or nature whatsoever, including reasonable and documented out-of-pocket feesarising out of or in connection with any claim, disbursements and other charges of Advisors related action or proceeding relating to the Transactions or, or otherwise with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Credit Loan Documents and any such other documents, including, without limitation, 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 (other than by such indemnified person applicable to, or any of its Related Parties (other than trustees and advisors)) or to any actual or alleged presenceEnvironmental Claims related to, release or threatened release into the environment of Hazardous Materials attributable to the operations of Holdings, the Borrower, any of the Borrower’s its Subsidiaries or any of the Real Estate 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 (cd), collectively, the “indemnified liabilitiesIndemnified 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 Holdings nor the Borrower nor any other Credit Party shall have any obligation hereunder to any Agent, any Letter of Credit Issuer or any Lender or any of their respective Related Parties Indemnitee with respect to indemnified liabilities Indemnified Liabilities to the extent they result such Indemnified Liabilities have resulted from (A) the bad faith, 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 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, (D) such indemnified Person’s capacity as a financial advisor of Holdings, the Borrower Indemnitee or its Subsidiaries in connection with the Transactionsaffiliates, (E) such indemnified Person’s capacity as a co-investor in any potential acquisition of the Holdingsofficers, the Borrower directors, trustees, employees, advisors, agents or its Subsidiaries or (F) 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 against an indemnified Person 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 13.5controlling Persons. All amounts payable due under this Section 13.5 shall be paid within 30 days payable promptly after receipt of receipt a reasonably detailed invoice therefor. Statements payable by the Borrower of an invoice relating thereto setting pursuant to this Section shall be submitted to the Borrower at the address thereof set forth in Section 10.2, or to such expense other Person or address as may be hereafter designated by the Borrower in reasonable detaila written notice to the Administrative Agent. The agreements in this Section 13.5 shall survive repayment of the 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 Conversion Date) (except, in the case of the Borrower’s obligation hereunder to indemnify and hold harmless the indemnified Person, to the extent any indemnified Person is found liable for special, punitive, indirect or consequential damages to a third party). 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, bad faith 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 amountsObligations.

Payment of Expenses; Indemnification. The Borrower agrees, within thirty (30) days after written demand therefor (including documentation reasonably supporting such request), or, subject to any limitations set forth in the case of expenses of the type described in clause (a) below incurred prior to the Conversion Date, on the Conversion DateFee Letter, (a) to pay or reimburse the Agents and the Lead Arrangers for all their reasonable and documented out-of-pocket costs and expenses incurred (i) in connection with the syndicationdevelopment, preparation, execution, delivery, negotiation and administration of execution 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 and documented fees, disbursements and other charges of White & Case LLPone counsel (and, to the extent necessary, one local counsel in any relevant jurisdiction and, if reasonably required, one regulatory counsel) to the Agents and the Second Lien Agent (iiunless the Agents and the Second Lien Agent are not affiliated), (b) upon to pay or reimburse each Lender and the occurrence Agents for all their reasonable and during the continuation of an Event of Default, 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 and documented out-of-pocket fees, disbursements and other charges of Advisors (limitedcounsel to the Agents and the Lenders and other third party advisors to the Agents, in the case of Advisors, as set forth in the definition thereof), (b) to pay, indemnify, and hold harmless each Lender, the Letter of Credit Issuers and each Agent from, any and all recording and filing fees and (c) to pay, indemnify, indemnify and hold harmless each Lender, Lender and the Letter of Credit Issuers and each Agent Agents and their respective Affiliates, directors, officers, partners, employees and agents (other than, in each case, Excluded Affiliates) Related Parties from and against any and all other liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, and reasonable out-of-pocket costs, expenses or disbursements of any kind or nature whatsoever, including reasonable and documented out-of-pocket fees, disbursements and other charges of Advisors related to the Transactions orone counsel, with respect to arising as a result of the execution, delivery, enforcement, performance and administration of this Agreement, the other Credit Documents and any such other documents, including, including any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law (other than by such indemnified person on the part of any Credit Party or any of its Related Parties (other than trustees and advisors)) Subsidiaries or to any actual or alleged presence, release or threatened release into the environment presence of Hazardous Materials attributable to as a result of the operations of Holdings, the Borrower, any of the Borrower’s Subsidiaries each Credit Party or any of the its Subsidiaries, including at any of their Real Estate Property (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 provided, that neither the Borrower nor any other Credit Party Parties shall have any no obligation hereunder to any Agent, any Letter of Credit Issuer the Agents or any Lender or nor any of their respective Related Parties with respect to indemnified liabilities to the extent they result arising from (Ai) the gross negligence, bad faith negligence or willful misconduct of such the party to be indemnified Person or any one of its their Related Parties as determined by a final non-appealable judgment of a court of competent jurisdiction, Parties; (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, (Cii) disputes not involving an act or omission of Holdingsamong the Agents, the Borrower Lenders and/or their transferees; or (iii) diminution in value of any other Real Property of any 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 resulting from the presence of Hazardous Materials existing at such Real Property on or in fulfilling its role as an Agent or any similar role under before the Credit Facilities, (D) such indemnified Person’s capacity as a financial advisor of Holdings, the Borrower or its Subsidiaries in connection with the Transactions, (E) such indemnified Person’s capacity as a co-investor in any potential acquisition of the Holdings, the Borrower or its Subsidiaries or (F) 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 against an indemnified Person 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. 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 detailClosing Date. The agreements in this Section 13.5 12.05 shall survive repayment of the Loans and all other amounts payable hereunderhereunder and termination of this Agreement. No To the fullest extent permitted by Applicable Law, no Credit Party nor shall assert, and each Credit Party hereby waives, any indemnified Person shall have claim against any liability Lender, the Administrative Agent and their respective Related Parties, on any theory of liability, for any special, punitiveindirect, indirect consequential or consequential punitive damages resulting from (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or Agreement, any other Credit Document or arising out of its activities in connection herewith any agreement or therewith (whether before instrument contemplated hereby, the transactions contemplated hereby or after thereby, any Loan or the Conversion Date) (except, in the case use of the Borrower’s obligation hereunder to indemnify and hold harmless the indemnified Person, to the extent any indemnified Person is found liable for special, punitive, indirect or consequential damages to a third party)proceeds thereof. No indemnified Persons 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, 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 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. The Borrower 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 Each of Holdings and the Conversion DateBorrower, on the Conversion Datejointly and severally, agree (ai) to pay or reimburse each of the Agents and (promptly upon written demand (with reasonably supporting detail if the Lead Arrangers Borrower shall so request)) for all their reasonable and documented out-of-pocket costs and expenses (without duplication) incurred (i) in connection with the syndicationdevelopment, preparation, executionexecution and delivery of, deliveryand any amendment, negotiation and administration of supplement, modification to, waiver and/or enforcement 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 and documented fees, disbursements and other charges of White Milbank, Tweed, Xxxxxx & Case LLPXxXxxx LLP (or such other counsel as may be agreed by the Administrative Agent and the Borrower), and one counsel in each relevant local jurisdiction with the consent of the Borrower (such consent not to be unreasonably withheld or delayed), (ii) upon the occurrence to pay or reimburse each Agent for all their reasonable and during the continuation of an Event of Default, 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 and documented out-of-pocket fees, disbursements and other charges of Advisors 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 (limited, such consent not to be unreasonably withheld or delayed (which may include a single special counsel acting in the case of Advisors, as set forth in the definition thereofmultiple jurisdictions), and (biii) to pay, indemnify, indemnify and hold harmless each Lender, the Letter of Credit Issuers and each Agent from, any and all recording and filing fees and (c) to pay, indemnify, and hold harmless each Lender, the Letter of Credit Issuers and each Agent and their respective Affiliates, directors, officers, partners, employees and agents Related Parties (other than, in each case, Excluded Affiliateswithout duplication) (the “Indemnified Persons”) from and against any and all other losses, claims, damages, liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses expenses, disbursements or disbursements penalties of any kind or nature whatsoever, including whatsoever (and the reasonable and documented out-of-pocket fees, expenses, disbursements and other charges of Advisors related 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 any existence of such conflict and 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 Transactions orextent 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 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, enforcement, performance and administration of this Agreement, the other Credit Documents and any such other documents, including, including any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law (other than by such indemnified person relating in any way to the Borrower or any of its Related Parties (other than trustees and advisors)) Subsidiaries or to any actual or alleged presence, release Release or threatened release into the environment Release of Hazardous Materials attributable relating in any way to the operations of Holdings, the Borrower, any of the Borrower’s Subsidiaries Borrower or any of the Real Estate its Subsidiaries (all the foregoing in this clause (ciii), collectively, the “indemnified liabilitiesIndemnified 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 Holdings and the Borrower nor any other Credit Party shall have any no obligation hereunder to any Agent, any Letter of Credit Issuer or any Lender or any of their respective Related Parties Indemnified Person with respect to indemnified liabilities Indemnified Liabilities to the extent they result arising from (Ai) the gross negligence, bad faith or willful misconduct of such indemnified Indemnified Person or any of its Related Parties as determined by in a final and non-appealable judgment of a court of competent jurisdiction, (Bii) a material breach of the obligations of such indemnified Indemnified Person or any of its Related Parties under the Credit Documents terms of this Agreement by such Indemnified Person or any of its Related Parties as determined by in a final and non-appealable judgment of a court of competent jurisdiction, jurisdiction or (Ciii) disputes any proceeding between and among Indemnified Persons that does not involving involve an act or omission of by Holdings, the Borrower or any other Credit Party and that is brought by an indemnified Person against any other indemnified Persontheir respective Restricted Subsidiaries; provided the Agents, other than any claims against any indemnified Person to the extent acting in its capacity or in fulfilling its role as an Agent or any similar role under the Credit Facilities, (D) such indemnified Person’s their capacity as a financial advisor such, shall remain indemnified in respect of Holdings, the Borrower or its Subsidiaries in connection with the Transactions, (E) such indemnified Person’s capacity as a co-investor in any potential acquisition of the Holdings, the Borrower or its Subsidiaries or (F) 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 against an indemnified Person in any such proceeding, to the Borrower will indemnify and hold harmless extent that neither of the exceptions set forth in clause (i) or (ii) of the immediately preceding proviso applies to such indemnified Person from and against any and all losses, claims, damages, liabilities and expenses by reason of person at such settlement or judgment in accordance with this Section 13.5. 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 detailtime. 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 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 Conversion Closing Date) (except, in ); provided that the case of foregoing shall not limit Holdings’ and the Borrower’s obligation hereunder to indemnify and hold harmless the indemnified Person, indemnification obligations to the extent any indemnified Indemnified Persons pursuant to Section 13.5(a) in respect of damages incurred or paid by an Indemnified Person is found liable for special, punitive, indirect or consequential damages to a third party). No indemnified Persons 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 Indemnified Person or any of its Related Parties (as determined by a final and 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. The Borrower agreesBorrowers, within thirty (30) days after written demand therefor (including documentation reasonably supporting such request)jointly and severally, oragree to pay, in the case of expenses of the type described in clause (a) below incurred prior to the Conversion Dateupon demand, on the Conversion Date, (a) to pay or reimburse the Agents and the Lead Arrangers for all their reasonable and documented out-of-pocket costs and expenses incurred of (a) the Agent and each Lender in connection with (i) in connection with the syndicationnegotiation, preparation, execution, delivery, negotiation execution and administration delivery of this Credit Agreement and the other Credit Documents and any other the documents prepared 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 herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable and documented fees, disbursements and other charges of White & Case LLP, with collateral issues but excluding any amounts for services rendered by internal counsel) and (ii) upon 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 occurrence performance by either Borrower under this Credit Agreement and during (b) the continuation Agent and each Lender in connection with enforcement of an Event of Defaultthe 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 either Borrower under this Credit Agreement, including, without limitation, in connection with the enforcement or preservation of any rights under this Agreementsuch enforcement, the other Credit Documents reasonable fees and any such other documents, disbursements of counsel for the Agent and each of the Lenders (including the reasonable allocated costs of internal counsel). In addition, the Borrowers, jointly and documented severally, agree to pay, upon demand, for the separate account of the Agent, audit, appraisal, and valuation fees and charges as follows: (i) a fee of $750 per day, per auditor, plus out-of-pocket fees, disbursements and other charges of Advisors (limited, in expenses for each financial audit performed by personnel employed by the case of Advisors, as set forth in the definition thereof)Agent, (bii) to payif implemented, indemnify, and hold harmless each Lender, the Letter a one time charge of Credit Issuers and each Agent from, any and all recording and filing fees and (c) to pay, indemnify, and hold harmless each Lender, the Letter of Credit Issuers and each Agent and their respective Affiliates, directors, officers, partners, employees and agents (other than, in each case, Excluded Affiliates) 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 $3,000 plus out-of-pocket feesexpenses for expenses for the establishment of electronic collateral reporting systems, disbursements and other charges (iii) a fee of Advisors related to the Transactions or$1,500 per day per appraiser, with respect to the executionplus out-of-pocket expenses, delivery, enforcement, performance and administration of this Agreement, the other Credit Documents and any such other documents, including, any for each appraisal of the foregoing relating Collateral performed by personnel employed by Agent, and (iv) the actual charges paid or incurred by the Agent if it elects to employ the violation ofservices of one or more third Persons to perform financial audits, noncompliance with or liability underto appraise the Collateral, any Environmental Law (other than by such indemnified person or any of its Related Parties (other than trustees and advisors)) portion thereof, or to any actual or alleged presence, release or threatened release into assess 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 Borrowers’ (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, any Letter of Credit Issuer or any Lender or any of their respective Related Parties with respect to indemnified liabilities to the extent they result from (ASubsidiaries’) the gross negligencebusiness valuation. The Borrowers, 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 jurisdictionjointly and severally, (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 jurisdictionshall indemnify, (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, (D) such indemnified Person’s capacity as a financial advisor of Holdings, the Borrower or its Subsidiaries in connection with the Transactions, (E) such indemnified Person’s capacity as a co-investor in any potential acquisition of the Holdings, the Borrower or its Subsidiaries or (F) 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 against an indemnified Person in any such proceeding, the Borrower will indemnify defend and hold harmless such indemnified Person 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 and 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 one or more of the Borrowers 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 settlement litigation, investigation, claim or judgment proceeding or any advice rendered in accordance connection with this Section 13.5any 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 one or more of the Borrowers or any of the Lenders in connection with compliance by CBI 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. All amounts payable If and to the extent that the obligations of any 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. The Borrowers’ obligations under this Section 13.5 14.8 shall be 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 Borrowers, jointly and severally, shall, upon demand, pay to the Agent and any Lender all costs and expenses (including the reasonable fees and disbursements of counsel and other professionals) paid within 30 days of receipt or incurred by the Borrower Agent, the Issuing Bank or such Lender in (A) enforcing or defending its rights under or in respect of an invoice relating thereto setting forth such expense in reasonable detail. The agreements in this Section 13.5 shall survive repayment of Credit Agreement, the 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 Documents or any other Credit Document document or arising out of its activities instrument now or hereafter executed and delivered in connection herewith against one or therewith more Borrowers (whether before or after the Conversion Date) (exceptor, in the case of the Borrower’s obligation hereunder to indemnify and hold harmless the indemnified PersonAgent, to the extent against any indemnified Person is found liable for special, punitive, indirect or consequential damages to a third party). 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 therebyLender, except to the extent that the claim or liability giving rise to such damages enforcement or defense is finally judicially determined to have resulted from the Agent’s own gross negligence or willful misconduct), bad faith (B) in collecting the Loans, (C) in foreclosing or gross negligence of any indemnified Person otherwise collecting upon the Collateral or any of its Related Parties part thereof and (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 PersonD) obtaining any legal, by its acceptance accounting or other advice in connection with any 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 amountsforegoing.

Payment of Expenses; Indemnification. The Borrower 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 Borrowers agree to: (a) below incurred prior to the Conversion Date, on the Conversion Date, (a) to pay or reimburse the Agents and the Lead Arrangers for all their reasonable and documented out-of-pocket costs and expenses incurred of (i) the Administrative Agent and the Arranger in connection with the syndicationnegotiation, preparation, execution, execution and delivery, negotiation and administration the administration, of this Agreement and the other Credit Documents and the documents and instruments referred to therein (including, without limitation, the reasonable fees and expenses of legal counsel to the Agent and all due diligence, appraisal, field exam, environmental audit and other similar costs (including ongoing per diem and out of pocket expenses related to field exams and appraisals)) and any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Borrowers under this Agreement or 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, disbursements and other charges of White & Case LLP, and (ii) upon the occurrence and during the continuation of an Event of Default, in connection with the enforcement or preservation of any rights Credit Party under this Agreement, the other Credit Documents and (ii) the Agent and the Lenders in connection with (A) enforcement of the Credit Documents and the documents and instruments referred to therein (including, without limitation, in connection with any such other documentsenforcement, including the reasonable fees and documented out-of-pocket fees, disbursements of counsel for the Agent and other charges each of Advisors (limited, in the case of Advisors, as set forth in the definition thereofLenders), and (B) any investigation (including, without limitation, background checks) performed to determine whether any Credit Party, or any officer, director or Affiliate of a Credit Party has violated any Anti-Terrorism Law or other similar law; (b) to pay, indemnify, pay and hold each of the Lenders harmless each Lender, the Letter of Credit Issuers and each Agent from, any and all recording and filing fees and (c) to pay, indemnify, and hold harmless each Lender, the Letter of Credit Issuers and each Agent and their respective Affiliates, directors, officers, partners, employees and agents (other than, in each case, Excluded Affiliates) 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 claims for Non-Excluded Taxes as set forth in Section 4.13 and documented out-of-pocket fees, disbursements and other charges of Advisors related to the Transactions 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 hold each 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 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, any Letter of Credit Issuer or any Lender or any of their respective Related Parties with respect to indemnified liabilities to the extent they result from (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, (D) such indemnified Person’s capacity as a financial advisor of Holdings, the Borrower or its Subsidiaries in connection with the Transactions, (E) such indemnified Person’s capacity as a co-investor in any potential acquisition of the Holdings, the Borrower or its Subsidiaries or (F) 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 against an indemnified Person in any such proceeding, the Borrower will indemnify and hold Lenders harmless such indemnified Person from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Lender) to pay such Non-Excluded Taxes; and (c) indemnify each Agent, the Arranger and each Lender, its officers, directors, employees, representatives and agents from and hold each of them harmless against any and all losses, liabilities, claims, damagesdamages or expenses incurred by any of them as a result of, liabilities or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any Agent, the Arranger or Lender is a party thereto) related to the entering into and/or performance of any Credit Document or the use of proceeds of any Loans (including other extensions of credit) hereunder or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent they relate to disputes solely between or among the Lenders (excluding Wachovia acting in its capacity as Administrative Agent) or they are incurred by reason of such settlement gross negligence or judgment in accordance with this Section 13.5. All amounts payable under this Section 13.5 shall be paid within 30 days of receipt by willful misconduct on the Borrower of an invoice relating thereto setting forth such expense in reasonable detail. The agreements in this Section 13.5 shall survive repayment part of the 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 Conversion Date) (except, in the case of the Borrower’s obligation hereunder to indemnify and hold harmless the indemnified Person, to the extent any indemnified Person is found liable for special, punitive, indirect or consequential damages to a third partybe indemnified). 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, bad faith 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. The Borrower 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 the Conversion Date, on the Conversion Date, The Borrowers agree (ai) to pay or reimburse the Agents Administrative Agent and the Lead Arrangers Arranger for all their reasonable and documented out-of-pocket costs and expenses incurred (i) in connection with the syndicationdevelopment, preparation, executionnegotiation, delivery, negotiation execution and administration syndication of this Agreement and the other Credit Documents any Notes and any other documents prepared in connection herewith or therewithherewith, and the consummation and administration of the transactions contemplated hereby and thereby, including including, without limitation, the reasonable legal fees and documented feesdisbursements of Xxxxx, Xxxxx, Xxxx & Maw, counsel to 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 incurred in connection with any amendment, supplement or modification requested by either or both Borrowers to this Agreement and any Notes and any other documents prepared in connection herewith, including, without limitation, the reasonable legal fees and disbursements of counsel to the Administrative Agent, but excluding all other legal fees and other charges of White & Case LLPdisbursements, and (iiiii) upon to pay or reimburse the occurrence Administrative Agent and during the continuation of an Event of Default, Lenders 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 out-of-pocket fees, disbursements and other charges of Advisors (limited, in the case of Advisors, as set forth in the definition thereof), (b) to pay, indemnify, and hold harmless each Lender, the Letter of Credit Issuers and each Agent from, any and all recording and filing fees and (c) to pay, indemnify, and hold harmless each Lender, the Letter of Credit Issuers and each Agent and their respective Affiliates, directors, officers, partners, employees and agents (other than, in each case, Excluded Affiliates) 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 fees, disbursements and other charges of Advisors related to the Transactions or, with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Credit Documents Notes and any such other documents, including, any without limitation, legal fees and disbursements of the foregoing relating counsel to the violation of, noncompliance with or liability under, any Environmental Law Administrative Agent and counsel to each Lender. (other than by such indemnified person or any of its Related Parties (other than trustees and advisors)b) or to any actual or alleged presence, release or threatened release into The Borrowers shall indemnify the environment of Hazardous Materials attributable to the operations of HoldingsAdministrative Agent, the Borrower, any of the Borrower’s Subsidiaries or any of the Real Estate (all the foregoing in this clause (c), collectivelySyndication Agent, 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 Documentation Agent, any Letter of Credit Issuer or any Lender or the Lead Arranger and the Lenders and any of their respective Related Parties with respect to indemnified liabilities to the extent they result from Affiliates, and their respective directors, officers, employees and agents (Aeach such Person being called an "Indemnitee") the gross negligenceagainst, 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, (D) such indemnified Person’s capacity as a financial advisor of Holdings, the Borrower or its Subsidiaries in connection with the Transactions, (E) such indemnified Person’s capacity as a co-investor in any potential acquisition of the Holdings, the Borrower or its Subsidiaries or (F) 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 against an indemnified Person in any such proceeding, the Borrower will indemnify and hold each Indemnitee harmless such indemnified Person from and against from, any and all losses, claims, damages, liabilities and expenses by reason related expenses, including the fees, charges and disbursements of such settlement or judgment in accordance with this Section 13.5. 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 Loans and all other amounts payable hereunder. No Credit Party nor any indemnified Person shall have any liability counsel for any specialIndemnitee, punitiveincurred by or asserted against any Indemnitee arising out of, indirect in connection with, or consequential damages resulting from as a result of (i) the execution or delivery of this Agreement or any other Credit Document agreement or arising out instrument contemplated hereby, the performance by the parties hereto of its activities in connection herewith or therewith (whether before or after the Conversion Date) (except, in the case of the Borrower’s obligation their respective obligations hereunder to indemnify and hold harmless the indemnified Person, to the extent any indemnified Person is found liable for special, punitive, indirect or consequential damages to a third party). 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 consummation of the transactions contemplated hereby hereby, (ii) any Loan or therebythe use of the proceeds therefrom, except or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other 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 damages have losses, claims, damages, liabilities or related expenses resulted in whole or in part from the willful misconduct, bad faith 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 willful misconduct of such amountsIndemnitee.

Payment of Expenses; Indemnification. The Borrower 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 Credit Parties agree to: (a) below incurred prior to the Conversion Date, on the Conversion Date, (a) to pay or reimburse the Agents and the Lead Arrangers for all their reasonable and documented out-of-pocket costs and expenses incurred of (i) the Administrative Agent and NMS in connection with (A) the syndicationnegotiation, preparation, execution, execution and delivery, negotiation syndication and administration of this Credit Agreement and the other Credit Documents and any other the documents prepared in connection herewith or therewithand instruments referred to therein (including, without limitation, the reasonable fees and expenses of Xxxxx & Xxx Xxxxx, special counsel to the Administrative Agent, and (B) any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the consummation and administration of performance by the transactions contemplated hereby and thereby, including the reasonable and documented fees, disbursements and other charges of White & Case LLPCredit Parties under this Credit Agreement, and (ii) upon the occurrence Administrative Agent and during the continuation Lenders in connection with (A) enforcement of an Event of Defaultthe Credit Documents and the documents and instruments referred to therein, including, without limitation, in connection with any such enforcement, the enforcement reasonable fees and disbursements of counsel for the Administrative Agent and each of the Lenders, and (B) any bankruptcy or preservation insolvency proceeding of a Credit Party of any rights under this Agreementof its Subsidiaries, the other Credit Documents and any such other documents, including the reasonable and documented out-of-pocket fees, disbursements and other charges of Advisors (limited, in the case of Advisors, as set forth in the definition thereof), (b) to payindemnify the Administrative Agent, indemnify, NMS and hold harmless each Lender, the Letter of Credit Issuers and each Agent from, any and all recording and filing fees and (c) to pay, indemnify, and hold harmless each Lender, the Letter of Credit Issuers and each Agent and their respective Affiliatesits officers, directors, officersemployees, partners, employees representatives and agents (other than, in each case, Excluded Affiliates) from and against any and all other liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements hold each of any kind or nature whatsoever, including reasonable and documented out-of-pocket fees, disbursements and other charges of Advisors related to the Transactions 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 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 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, any Letter of Credit Issuer or any Lender or any of their respective Related Parties with respect to indemnified liabilities to the extent they result from (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, (D) such indemnified Person’s capacity as a financial advisor of Holdings, the Borrower or its Subsidiaries in connection with the Transactions, (E) such indemnified Person’s capacity as a co-investor in any potential acquisition of the Holdings, the Borrower or its Subsidiaries or (F) 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 against an indemnified Person in any such proceeding, the Borrower will indemnify and hold them harmless such indemnified Person from and against any and all losses, liabilities, claims, damagesdamages or expenses incurred by any of them as a result of, liabilities or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not the Administrative Agent, NMS or any Lender is a party thereto) related to (i) the entering into and/or performance of any Credit Document or the use of proceeds of any Loans (including other extensions of credit) hereunder or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of such settlement gross negligence or judgment in accordance with this Section 13.5. All amounts payable under this Section 13.5 shall be paid within 30 days of receipt by willful misconduct on the Borrower of an invoice relating thereto setting forth such expense in reasonable detail. The agreements in this Section 13.5 shall survive repayment part of the Loans Person to be indemnified), (ii) any Environmental Claim and all other amounts payable hereunder. No Credit Party nor (iii) any indemnified Person shall have any liability claims 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 Conversion Date) (except, in the case of the Borrower’s obligation hereunder to indemnify and hold harmless the indemnified Person, to the extent any indemnified Person is found liable for special, punitive, indirect or consequential damages to a third party). 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, bad faith or gross negligence of any indemnified Person or any of its Related Parties (as determined by a final nonNon-appealable judgment of a court of competent jurisdiction). This Section 13.5 shall not apply to Excluded 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. The Borrower 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 Credit Parties agree to: (a) below incurred prior to the Conversion Date, on the Conversion Date, (a) to pay or reimburse the Agents and the Lead Arrangers for all their reasonable and documented out-of-pocket costs and expenses incurred of (i) the Documentation Agent in connection with (A) the syndicationnegotiation, preparation, execution, delivery, negotiation execution and delivery and administration of this Credit Agreement and the other Credit Documents and any other the documents prepared and instruments referred to therein (including, without limitation, the reasonable fees and expenses of Xxxxx & Xxx Xxxxx, special counsel to the Documentation Agent and the fees and expenses of counsel for the Documentation Agent in connection herewith or therewithwith collateral issues), and (B) any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the consummation and administration of performance by the transactions contemplated hereby and thereby, including the reasonable and documented fees, disbursements and other charges of White & Case LLP, Credit Parties under this Credit Agreement and (ii) upon the occurrence Agents and during the continuation Lenders in connection with (A) enforcement of an Event of Defaultthe Credit Documents and the documents and instruments referred to therein, including, without limitation, in connection with any such enforcement, the enforcement reasonable fees and disbursements of counsel for the Agents and each of the Lenders, and (B) any bankruptcy or preservation insolvency proceeding of a Credit Party of any rights under this Agreement, the other Credit Documents of its Subsidiaries and any such other documents, including the reasonable and documented out-of-pocket fees, disbursements and other charges of Advisors (limited, in the case of Advisors, as set forth in the definition thereof), (b) to pay, indemnifyindemnify each Agent, and hold harmless each Lender, the Letter of Credit Issuers and each Agent from, any and all recording and filing fees and (c) to pay, indemnify, and hold harmless each Lender, the Letter of Credit Issuers and each Agent and their respective Affiliatesits officers, directors, officersemployees, partners, employees representatives and agents (other than, in each case, Excluded Affiliates) from and against any and all other liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements hold each of any kind or nature whatsoever, including reasonable and documented out-of-pocket fees, disbursements and other charges of Advisors related to the Transactions 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 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 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, any Letter of Credit Issuer or any Lender or any of their respective Related Parties with respect to indemnified liabilities to the extent they result from (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, (D) such indemnified Person’s capacity as a financial advisor of Holdings, the Borrower or its Subsidiaries in connection with the Transactions, (E) such indemnified Person’s capacity as a co-investor in any potential acquisition of the Holdings, the Borrower or its Subsidiaries or (F) 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 against an indemnified Person in any such proceeding, the Borrower will indemnify and hold them harmless such indemnified Person from and against any and all losses, liabilities, claims, damagesdamages or expenses incurred by any of them as a result of, liabilities or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any Agent, or Lender is a party thereto) related to (i) the entering into and/or performance of any Credit Document or the use of proceeds of any Loans (including other extensions of credit) hereunder or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of such settlement gross negligence or judgment in accordance with this Section 13.5. All amounts payable under this Section 13.5 shall be paid within 30 days of receipt by willful misconduct on the Borrower of an invoice relating thereto setting forth such expense in reasonable detail. The agreements in this Section 13.5 shall survive repayment part of the Loans Person to be indemnified), (ii) any Environmental Claim and all other amounts payable hereunder. No Credit Party nor (iii) any indemnified Person shall have any liability claims 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 Conversion Date) (except, in the case of the Borrower’s obligation hereunder to indemnify and hold harmless the indemnified Person, to the extent any indemnified Person is found liable for special, punitive, indirect or consequential damages to a third party). 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, bad faith or gross negligence of any indemnified Person or any of its Related Parties (as determined by a final nonNon-appealable judgment of a court of competent jurisdiction). This Section 13.5 shall not apply to Excluded 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. The Borrower agreesBorrowers agree, 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 the Conversion Closing Date, on the Conversion Closing Date, (a) if the Closing Date occurs, to pay or reimburse the Agents and the Joint Lead Arrangers (and, in the case of the following clause (ii), the Lenders) for all their reasonable and documented out-of-pocket costs and expenses incurred (i) in connection with the syndication, preparation, execution, delivery, negotiation and administration of this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewiththerewith (including any amendment or waiver with respect thereto and for reimbursement of reasonable expenses related to appraisals, field examinations and collateral review permitted hereunder), and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable and documented fees, disbursements and other charges of White Xxxxx Xxxx & Case LLPXxxxxxxx LLP and to the extent reasonably necessary, one local counsel in each relevant material jurisdiction, excluding in each case allocated costs of in-house counsel and fees and solely to the extent the Parent Borrower has consented to the retention of such other Person, expenses with respect to any other advisor or consultant, and (ii) upon the occurrence and during the continuation of an Event of Default, 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 out-of-pocket fees, disbursements and other charges of Advisors (limited, in the case of Advisors, as set forth in the definition thereof), (b) to pay, indemnify, and hold harmless each Lender, the Letter of Credit L/C Issuers and each Agent from, any and all recording and filing fees and (c) to pay, indemnify, and hold harmless each Lender, the Letter of Credit L/C Issuers and each Agent and their respective Affiliates, and the directors, officers, partners, employees and agents (other thanof any of the foregoing, in each case, Excluded Affiliates) 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 fees, disbursements and other charges of Advisors related to the Transactions 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 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 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 BorrowerBorrowers, any of the Borrower’s Borrowers’ 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 none of the Borrower Borrowers nor any other Credit Party shall have any obligation hereunder to any Agent, any Letter of Credit L/C Issuer or any Lender or any of their respective Related Parties with respect to indemnified liabilities to the extent they result from (A) the gross negligence, bad faith or willful misconduct of such indemnified Person or any of its Related Parties (acting on behalf of or at such indemnified Person’s direction) 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 (acting on behalf of or at such indemnified Person’s direction) 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 Borrowers 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, Facilities or (D) such indemnified Person’s capacity as a financial advisor of Holdings, the Borrower or its Subsidiaries in connection with the Transactions, (E) such indemnified Person’s capacity as a co-investor in any potential acquisition of the Holdings, the Borrower or its Subsidiaries or (F) any settlement effected without the Borrower’s Borrowers’ prior written consent, but if settled with the Borrower’s Borrowers’ prior written consent (not to be unreasonably withheld, delayed, conditioned or denied) or if there is a final non-appealable judgment against an indemnified Person in any such proceeding, the Borrower Borrowers 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. All amounts payable under this Section 13.5 shall be paid within 30 days of receipt by the Borrower Borrowers 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. 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 Conversion Closing Date) (except, in the case of the Borrower’s Borrowers’ 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 is found liable for special, punitive, indirect or consequential damages to a third partyparty 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, bad faith or gross negligence of any indemnified Person or any of its Related Parties (acting on behalf of or at such indemnified Person’s direction) (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 Borrowers (or on its their 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. The Borrower 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 agrees to: (a) below incurred prior to the Conversion Date, on the Conversion Date, (a) to pay or reimburse the Agents and the Lead Arrangers for all their reasonable and documented out-of-pocket costs and expenses incurred of (i) the Administrative Agent and Arranger in connection with (A) the syndicationnegotiation, preparation, execution, execution and delivery, negotiation syndication and administration of this Credit Agreement and the other Credit Documents and any other the 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, disbursements and other charges of White & Case LLPinstruments referred to therein, and (iiB) upon any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the occurrence and during performance by the continuation of an Event of Default, in connection with the enforcement or preservation of any rights Credit Parties under this AgreementCredit Agreement (including, the other Credit Documents and any such other documents, including the reasonable and documented out-of-pocket fees, disbursements and other charges of Advisors (limitedwithout limitation, in the case of Advisors, as set forth in the definition thereof), either (bA) to pay, indemnify, and hold harmless each Lenderor (B) above, the Letter of Credit Issuers and each Agent from, any and all recording and filing reasonable fees and expenses of counsel to the Administrative Agent, who may or may not be employees of the Administrative Agent) and (cii) to pay, indemnify, and hold harmless each Lender, the Letter of Credit Issuers and each Administrative Agent and their respective Affiliates, directors, officers, partners, employees the Lenders in connection with (A) enforcement and agents (other than, in each case, Excluded Affiliates) from and against any and all other liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements collection of any kind or nature whatsoever, including reasonable and documented out-of-pocket fees, disbursements and other charges of Advisors related to the Transactions or, with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Credit Documents and any such other documentsthe documents and instruments referred to therein, including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Administrative Agent, who may or may not be employees of the foregoing relating to Administrative Agent and each of the violation ofLenders, noncompliance with and (B) any bankruptcy or liability under, any Environmental Law (other than by such indemnified person insolvency proceeding of a Credit Party or any of its Related Parties Subsidiaries and (other than trustees and advisors)b) or to any actual or alleged presence, release or threatened release into indemnify 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 Administrative Agent, any Letter of Credit Issuer or any Arranger, each Lender or any and each of their respective Related Parties with respect to indemnified liabilities to the extent they result officers, directors, employees, representatives, Affiliates and agents from (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, (D) such indemnified Person’s capacity as a financial advisor of Holdings, the Borrower or its Subsidiaries in connection with the Transactions, (E) such indemnified Person’s capacity as a co-investor in any potential acquisition of the Holdings, the Borrower or its Subsidiaries or (F) 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 against an indemnified Person in any such proceeding, the Borrower will indemnify and hold each of them harmless such indemnified Person from and against any and all losses, liabilities, claims, damagesdamages or expenses (including, liabilities without limitation, the reasonable fees and expenses of legal counsel (including the allocated cost of internal counsel) and settlement costs incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of such settlement of, any investigation, litigation or judgment in accordance with this Section 13.5. All amounts payable under this Section 13.5 shall be paid within 30 days of receipt by other proceeding (whether or not 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. No Credit Party nor any indemnified Person shall have any liability for any specialAdministrative Agent, punitive, indirect or consequential damages resulting from this Agreement Arranger or any other Lender is a party thereto) related to (i) the entering into and/or performance of any Credit Document or arising out the use of its activities proceeds of any Loans (including other Extensions of Credit) hereunder or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection herewith with any such investigation, litigation or therewith other proceeding, (whether before or after the Conversion Dateii) any Environmental Claim, (except, iii) any claims for Non-Excluded Taxes (but excluding in the case of the Borrower’s obligation hereunder to indemnify clauses (i), (ii) and hold harmless the indemnified Person(iii) above, any such losses, liabilities, claims, damages or expenses to the extent any indemnified Person is found liable for special, punitive, indirect or consequential damages to a third party). No indemnified Persons shall be liable for any damages arising from the use incurred by unintended recipients reason 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 non-appealable judgment of a court of competent jurisdiction). This Section 13.5 shall not apply to Taxes. Each indemnified Person, by its acceptance willful misconduct on the part of the benefits of this Section 13.5, agrees Person 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 amountsbe indemnified).

Payment of Expenses; Indemnification. The Except with respect to Taxes, which shall be governed by Section 2.20, the Borrower 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 the Conversion Date, on the Conversion Date, agrees (a) to pay or reimburse the Agents each Agent and the Joint Lead Arrangers for all their reasonable and respective reasonable, documented out-of-pocket costs and expenses incurred (i) in connection with the syndicationsyndication of the Facilities (other than fees payable to syndicate members) and the development, preparation, execution, delivery, negotiation execution and administration delivery of this Agreement and the other Credit Loan Documents and any other documents prepared in connection herewith or therewiththerewith and any amendment, and supplement or modification thereto, and, as to the consummation and Agents only, the administration of the transactions contemplated hereby and thereby, including including, without limitation, the reasonable fees and documented fees, disbursements and other charges of White & Case LLPcounsel 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 (ii) upon the occurrence Joint Lead Arrangers for all their documented out-of-pocket costs and during the continuation of an Event of Default, expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Loan Documents and any such other documents, including including, without limitation, the reasonable documented fees and documented out-of-pocket fees, disbursements of counsel to each Lender and other charges of Advisors (limited, in counsel to the case of Advisors, as set forth in the definition thereof)Agents, (bc) to pay, indemnify, and hold harmless or reimburse each Lender, each Issuing Lender and the Letter of Credit Issuers Agents for, and hold each Agent Lender, each Issuing Lender and the Agents 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 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 (cd) to pay, indemnifyindemnify or reimburse each Lender, each Agent, each Joint Lead Arranger 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 each Lender, the Letter of Credit Issuers and each Agent and their respective Affiliates, directors, officers, partners, employees and agents (other than, in each case, Excluded Affiliates) from and against any and all other liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements arising out of any actions, judgments or suits of any kind or nature whatsoever, including reasonable and documented out-of-pocket feesarising out of or in connection with any claim, disbursements and other charges of Advisors related action or proceeding relating to the Transactions or, or otherwise with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Credit Loan Documents and any such other documents, including, without limitation, 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 (other than by such indemnified person or any of its 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 applicable to the operations of Holdings, the Borrower, any of the Borrower’s its Subsidiaries or any of the Real Estate 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 (cd), collectively, the “indemnified liabilitiesIndemnified 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 Holdings nor the Borrower nor any other Credit Party shall have any obligation hereunder to any Agent, any Letter of Credit Issuer or any Lender or any of their respective Related Parties Indemnitee with respect to indemnified liabilities Indemnified Liabilities to the extent they result such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from (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 jurisdictionof, (B) a material breach of the obligations of Loan Documents by, such indemnified Person Indemnitee or its affiliates, officers, directors, trustees, employees, advisors, agents or controlling Persons or any of its Related Parties under dispute among the Credit Documents as determined by a final non-appealable judgment of a court of competent jurisdiction, indemnified persons (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 dispute involving any indemnified Person in its capacity or in fulfilling its role as an Agent or any similar role under the Credit Facilities, (D) such indemnified Person’s Arranger in is capacity as a financial advisor of Holdings, the Borrower or its Subsidiaries in connection with the Transactions, (E) such indemnified Person’s capacity as a co-investor in any potential acquisition of the Holdings, the Borrower or its Subsidiaries or (F) 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 against an indemnified Person 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 13.5such). All amounts payable due under this Section 13.5 10.5 shall be paid within 30 days payable promptly after receipt of receipt a reasonably detailed invoice therefor. Statements payable by the Borrower of an invoice relating thereto setting pursuant to this Section shall be submitted to the Borrower at the address thereof set forth in Section 10.2, or to such expense other Person or address as may be hereafter designated by the Borrower in reasonable detaila written notice to the Administrative Agent. The agreements in this Section 13.5 10.5 shall survive repayment of the 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 Conversion Date) (except, in the case of the Borrower’s obligation hereunder to indemnify and hold harmless the indemnified Person, to the extent any indemnified Person is found liable for special, punitive, indirect or consequential damages to a third party). 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, bad faith 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 amountsObligations.

Payment of Expenses; Indemnification. The Borrower agrees, within thirty (30) days after written demand therefor (including documentation reasonably supporting such request), or, in the case of expenses Each of the type described in clause (a) below incurred prior to the Conversion Date, on the Conversion Date, (a) to parties hereto shall pay or reimburse the Agents and the Lead Arrangers for all their reasonable and documented out-of-pocket its own costs and expenses incurred (i) in connection with the syndicationnegotiation, preparation, execution, delivery, negotiation drafting and administration execution and delivery of this Agreement and the other Credit Documents Loan Documents; provided, however, that (a) Borrower agrees upon receipt of written notice to pay or reimburse the Lender for all its costs 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, disbursements and other charges of White & Case LLP, and (ii) upon the occurrence and during the continuation of an Event of Default, expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Loan Documents and any such other documents, including the reasonable fees and documented out-of-pocket feesdisbursements of counsel to the Lender, disbursements and other charges of Advisors (limited, in the case of Advisors, as set forth in the definition thereof), and/or (b) Borrower agrees to pay, indemnify, and hold harmless each Lender, the Letter of Credit Issuers its Affiliates and each Agent from, any of Lender's and all recording and filing fees and (c) to pay, indemnify, and hold harmless each Lender, the Letter of Credit Issuers and each Agent and their respective Affiliatesits Affiliate's officers, directors, officersmanagers, partnersmembers, employees employees, affiliates, agents and agents controlling persons (other thaneach, in each case, Excluded Affiliatesan “Indemnitee”) harmless 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 fees, disbursements and other charges of Advisors related to the Transactions or, whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Credit Loan Documents and any such other documentsdocuments (regardless of whether any Indemnitee is a party hereto and regardless of whether any such matter is initiated by a third party, includingLender, any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law (other than by such indemnified person Borrower or any of its Related Parties other Person) (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“Indemnified Liabilities”), collectivelyprovided, the “indemnified liabilities”) (SUBJECT TO THE PROVISO BELOWhowever, 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 not have any obligation hereunder to any Agent, any Letter of Credit Issuer or any Lender or any of their respective Related Parties Indemnitee with respect to indemnified liabilities Indemnified Liabilities to the extent they result such Indemnified Liabilities are found by a final and non-appealable decision of a court of competent jurisdiction to have resulted from (A) the gross negligence, bad faith 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, (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, (D) such indemnified Person’s capacity as a financial advisor of Holdings, the Borrower or its Subsidiaries in connection with the Transactions, (E) such indemnified Person’s capacity as a co-investor in any potential acquisition of the Holdings, the Borrower or its Subsidiaries or (F) 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 against an indemnified Person 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 13.5Indemnitee. All amounts payable due under this Section 13.5 17.6 shall be paid within 30 days of receipt by the Borrower of an invoice relating thereto setting forth such expense in reasonable detailpayable not later than ten (10) Business Days after written demand therefore. The agreements in this Section 13.5 17.6 shall survive repayment of the Loans Loan 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 Conversion Date) (except, in the case of the Borrower’s obligation hereunder to indemnify and hold harmless the indemnified Person, to the extent any indemnified Person is found liable for special, punitive, indirect or consequential damages to a third party). 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, bad faith 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. The Borrower 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 Credit Parties agree to: (a) below incurred prior to the Conversion Date, on the Conversion Date, (a) to pay or reimburse the Agents and the Lead Arrangers for all their reasonable and documented out-of-pocket costs and expenses incurred of (i) the Agent-Related Persons in connection with (A) the syndicationnegotiation, preparation, execution, execution and delivery, negotiation syndication and administration of this Credit Agreement and the other Credit Documents and any other the documents prepared and instruments referred to therein (including, without limitation, the reasonable fees and expenses of Moore & Van Allen, PLLC, special counsel to the Administrative Agent), xxbjexx xx xxx limitation with respect to fees and expenses in connection herewith or therewithwith the closing of this Credit Agreement set forth in that certain Commitment Letter, dated October 24, 2001, among the Borrower, Bank of America and BAS, and (B) any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the consummation and administration of performance by the transactions contemplated hereby and thereby, including Credit Parties under the reasonable and documented fees, disbursements and other charges of White & Case LLPCredit Documents, and (ii) upon the occurrence Agent-Related Persons and during the continuation Lenders in connection with (A) enforcement of an Event of Defaultthe Credit Documents and the documents and instruments referred to herein and therein, including, without limitation, in connection with any such enforcement, the enforcement reasonable Attorneys' Costs of the Administrative Agent and each of the Lenders and (B) any bankruptcy or preservation insolvency proceeding of any rights under this Agreementmember of the consolidated group, the other Credit Documents and any such other documents, including the reasonable and documented out-of-pocket fees, disbursements and other charges of Advisors (limited, in the case of Advisors, as set forth in the definition thereof), (b) to pay, indemnify, indemnify the Agent-Related Persons and hold harmless each Lender, the Letter of Credit Issuers and each Agent from, any and all recording and filing fees and (c) to pay, indemnify, and hold harmless each Lender, the Letter of Credit Issuers and each Agent and their respective Affiliatesits officers, directors, officersemployees, partnersrepresentatives, employees counsel and agents (other than, in each case, Excluded Affiliates) from and against any and all other liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements hold each of any kind or nature whatsoever, including reasonable and documented out-of-pocket fees, disbursements and other charges of Advisors related to the Transactions 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 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 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, any Letter of Credit Issuer or any Lender or any of their respective Related Parties with respect to indemnified liabilities to the extent they result from (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, (D) such indemnified Person’s capacity as a financial advisor of Holdings, the Borrower or its Subsidiaries in connection with the Transactions, (E) such indemnified Person’s capacity as a co-investor in any potential acquisition of the Holdings, the Borrower or its Subsidiaries or (F) 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 against an indemnified Person in any such proceeding, the Borrower will indemnify and hold them harmless such indemnified Person from and against any and all losses, liabilities, claims, damagesdamages or expenses incurred by any of them as a result of, liabilities and or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not such Agent-Related Person or any Lender is a party thereto) related to the entering into and/or performance of any Credit Document or the use of proceeds of any Term Loans hereunder or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, reasonable Attorneys' Costs incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of such settlement gross negligence or judgment in accordance with this Section 13.5. All amounts payable under this Section 13.5 shall willful misconduct on the part of the Person to be paid within 30 days indemnified) (all of receipt by the Borrower of an invoice relating thereto setting forth such expense in reasonable detailforegoing, collectively, the "Indemnified Liabilities"). The agreements in this Section 13.5 9.5 shall survive the termination of the Commitments and the repayment of the 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 Conversion Date) (except, in the case of the Borrower’s obligation hereunder to indemnify and hold harmless the indemnified Person, to the extent any indemnified Person is found liable for special, punitive, indirect or consequential damages to a third party). 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, bad faith 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 amountsObligations.

Payment of Expenses; Indemnification. The Except with respect to Taxes which are addressed solely in Section 2.20, the Borrower 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 the Conversion Date, on the Conversion Date, agrees (a) to pay or reimburse each Agent for all of its reasonable and documented out-of-pocket costs and expenses incurred in connection with the syndication of the Facilities (other than fees payable to syndicate members) and the development, preparation, execution and delivery of this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith and any amendment, supplement or modification thereto, and, as to the Agents only, the administration of the transactions contemplated hereby and thereby, including the Lead Arrangers reasonable fees and disbursements and other charges of a single firm of counsel to the Agents (plus one firm of specialist counsel and, in each case, 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 Agent for all their reasonable and documented out-of-pocket costs and expenses incurred (i) in connection with the syndication, preparation, execution, delivery, negotiation and administration of 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 and documented fees, disbursements and other charges of White & Case LLP, and (ii) upon the occurrence and during the continuation of an Event of Default, in connection with the enforcement or preservation of any rights under this AgreementAgreement or in a bankruptcy case or insolvency proceeding, the other Credit Loan Documents and any such other documents, including the reasonable documented fees and documented out-of-pocket feesdisbursements of a single firm of counsel (and, disbursements if necessary, a single firm of specialist counsel and, in each case, a single firm of local counsel per material jurisdiction as may reasonably be necessary, for the Agents and other charges of Advisors the Lenders, taken as a whole) (limitedand, in each case, in the case of Advisors, as set forth in the definition thereofan actual or perceived conflict of interest another firm of counsel for such affected Indemnitee), (b) to pay, indemnify, and hold harmless each Lender, the Letter of Credit Issuers and each Agent from, any and all recording and filing fees and (c) to pay, indemnify, and hold harmless indemnify or reimburse each Lender, the Letter of Credit Issuers each Agent, each Issuing Bank and each Agent Lead Arranger in any capacity to which it may have been appointed by the Borrower in connection with the Refinancing and each of their respective Affiliatesaffiliates, directors, and each of their respective officers, partners, employees directors, employees, trustees, advisors, agents, sub-agents, representatives, attorneys and agents controlling Persons, as well as the respective heirs, successors and assigns of the foregoing (other thaneach, in an “Indemnitee”) for, and hold each case, Excluded Affiliates) Indemnitee harmless from and against against, any and all other liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements disbursements, joint or several, 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 (including reasonable and documented out-of-pocket fees, disbursements and other charges of Advisors related any investigations or inquiries) relating to the Transactions or, or otherwise with respect to the execution, delivery, enforcement, performance and administration of the Engagement Letter, this Agreement, the other Credit Loan Documents and any such other documents, including, including any of the foregoing relating to the use of proceeds of the Loans, the transmission of information or other materials through the internet, electronic, telecommunications or other information transmission systems, or 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 trustees and advisors)) or to any actual or alleged presence, release or threatened release into the environment of Hazardous Materials attributable 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 actions or proceedings (including any inquiry or investigation) or claim (including in connection with the enforcement of the indemnification obligations set forth herein), whether or not any Indemnitee is a party to any action, suit, proceeding or claim out of which any such expenses arise, by any Indemnitee against Holdings, the Borrower, the Guarantors, any of the Borrower’s Subsidiaries their respective Affiliates or any of the Real Estate other Person hereunder (all the foregoing in this clause (c), collectively, the “indemnified liabilitiesIndemnified 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 that, neither Holdings nor the Borrower nor any other Credit Party shall have any obligation hereunder to any Agent, any Letter of Credit Issuer or any Lender or any of their respective Related Parties Indemnitee with respect to indemnified liabilities Indemnified Liabilities to the extent they result from (A) the gross negligence, bad faith or willful misconduct of such indemnified Person or any of its Related Parties as Indemnified Liabilities are determined by a final final, non-appealable judgment of a court of competent jurisdiction, jurisdiction to have resulted from (Bi) a material breach of the obligations gross negligence or willful misconduct of such indemnified Person Indemnitee or any of its Related Parties under Persons (to the Credit Documents as extent determined by a final non-appealable judgment of a court of competent jurisdictionfinal, (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, (D) such indemnified Person’s capacity as a financial advisor of Holdings, the Borrower or its Subsidiaries in connection with the Transactions, (E) such indemnified Person’s capacity as a co-investor in any potential acquisition of the Holdings, the Borrower or its Subsidiaries or (F) 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 against an indemnified Person 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. 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 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 Conversion Date) (except, in the case of the Borrower’s obligation hereunder to indemnify and hold harmless the indemnified Person, to the extent any indemnified Person is found liable for special, punitive, indirect or consequential damages to a third party). 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, bad faith 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 , (ii) a material breach of the 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 Taxesthe indemnification of an Agent or Lead Arranger in a suit involving an Agent or Lead Arranger in its capacity as such). Each indemnified 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 officers, by partners, directors, employees, agents, representatives, attorneys and controlling Persons, any of such Agent and its acceptance affiliates and their respective officers, directors, employees, agents and controlling Persons, and (ii) if the Indemnitee is any Lender or any of the benefits its affiliates or their respective officers, directors, employees, agents, trustees, and controlling Persons, any of such Lender and its affiliates and their respective officers, directors, employees, agents, trustees, and controlling Persons. All amounts due under this Section 13.5, agrees to refund 10.5 shall be due and return any and all amounts paid payable promptly after receipt of a reasonably detailed invoice therefor. Statements payable by the Borrower (or on its behalf) to it if, pursuant to limitations on indemnification 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 13.510.5 shall survive repayment of the Obligations. To the extent permitted by applicable law, no Loan Party shall assert, and each Loan Party hereby waives, any claim against each Lender, each Agent, Lead Arranger and their respective Affiliates, directors, employees, attorneys, agents or sub-agents, on any theory of liability, for special, indirect, special, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to, this Agreement or any Loan Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and Holdings and Borrower hereby waives, releases and agrees not to xxx upon any such indemnified Person was claim or any such damages, whether or not entitled accrued and whether or not known or suspected to receipt of such amountsexist in its favor.

Payment of Expenses; Indemnification. The Borrower 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 Credit Parties agree to: (a) below incurred prior to the Conversion Date, on the Conversion Date, (a) to pay or reimburse the Agents and the Lead Arrangers for all their reasonable and documented out-of-pocket costs and expenses incurred of (i) the Administrative Agent and BAS in connection with (A) the syndicationnegotiation, preparation, execution, delivery, negotiation execution and delivery and administration of this Credit Agreement and the other Credit Documents and any other the documents prepared in connection herewith or therewithand instruments referred to therein (including, without limitation, the reasonable fees and expenses of Moorx & Xan Xxxxx, XXLC, special counsel to the Administrative Agent), and (B) any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the consummation and administration of performance by the transactions contemplated hereby and thereby, including the reasonable and documented fees, disbursements and other charges of White & Case LLP, Credit Parties under this Credit Agreement and (ii) upon the occurrence Administrative Agent and during the continuation Lenders in connection with (A) enforcement of an Event of Defaultthe Credit Documents and the documents and instruments referred to therein, including, without limitation, in connection with the enforcement or preservation of any rights under this Agreementsuch enforcement, the other Credit Documents reasonable fees and any such other documents, including disbursements of counsel for the reasonable Administrative Agent and documented out-of-pocket fees, disbursements and other charges each of Advisors (limited, in the case of Advisors, as set forth in the definition thereof), (b) to pay, indemnifyLenders, and hold harmless each Lender, the Letter (B) any bankruptcy or insolvency proceeding of a Credit Issuers and each Agent from, any and all recording and filing fees and (c) to pay, indemnify, and hold harmless each Lender, the Letter of Credit Issuers and each Agent and their respective Affiliates, directors, officers, partners, employees and agents (other than, in each case, Excluded Affiliates) 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 fees, disbursements and other charges of Advisors related to the Transactions 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 foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law (other than by such indemnified person Party or any of its Related Parties Subsidiaries and (other than trustees and advisors)b) or to any actual or alleged presence, release or threatened release into indemnify 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 Administrative Agent, any Letter of Credit Issuer or any BAS, each Lender or any and each of their respective Related Parties with respect to indemnified liabilities to the extent they result officers, directors, employees, representatives, Affiliates and agents from (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, (D) such indemnified Person’s capacity as a financial advisor of Holdings, the Borrower or its Subsidiaries in connection with the Transactions, (E) such indemnified Person’s capacity as a co-investor in any potential acquisition of the Holdings, the Borrower or its Subsidiaries or (F) 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 against an indemnified Person in any such proceeding, the Borrower will indemnify and hold each of them harmless such indemnified Person from and against any and all losses, liabilities, claims, damagesdamages or expenses (including, liabilities without limitation, the reasonable fees and expenses of legal counsel (including the allocated cost of internal counsel) and settlement costs incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of such settlement of, any investigation, litigation or judgment in accordance with this Section 13.5. All amounts payable under this Section 13.5 shall be paid within 30 days of receipt by other proceeding (whether or not 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. No Credit Party nor any indemnified Person shall have any liability for any specialAdministrative Agent, punitive, indirect or consequential damages resulting from this Agreement BAS or any other Lender is a party thereto) related to (i) the entering into and/or performance of any Credit Document or arising out the use of its activities proceeds of any Loans (including other Extensions of Credit) hereunder or the consummation of any other 77 83 transactions contemplated in any Credit Document, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection herewith with any such investigation, litigation or therewith other proceeding, (whether before or after the Conversion Dateii) any Environmental Claim, (except, iii) any claims for Non-Excluded Taxes (but excluding in the case of the Borrower’s obligation hereunder to indemnify (i), (ii) and hold harmless the indemnified Person(iii) above, any such losses, liabilities, claims, damages or expenses to the extent any indemnified Person is found liable for special, punitive, indirect or consequential damages to a third party). No indemnified Persons shall be liable for any damages arising from the use incurred by unintended recipients reason 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 non-appealable judgment of a court of competent jurisdiction). This Section 13.5 shall not apply to Taxes. Each indemnified Person, by its acceptance willful misconduct on the part of the benefits of this Section 13.5, agrees Person 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 amountsbe indemnified).

Payment of Expenses; Indemnification. The Borrower 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 the Conversion Date, on the Conversion Date, (a) Obligors agree to pay or reimburse the Agents and the Lead Arrangers for (i) all their reasonable and documented out-of-pocket costs and expenses incurred by the Controlling Agent and its Affiliates (i) in connection with the syndication, preparation, execution, delivery, negotiation and administration of 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 and documented fees, disbursements charges and other charges of White & Case LLP, and (ii) upon the occurrence and during the continuation of an Event of Default, 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 out-of-pocket fees, disbursements and other charges of Advisors (limited, in the case of Advisors, as set forth in the definition thereof), (b) to pay, indemnify, and hold harmless each Lender, the Letter of Credit Issuers and each Agent from, any and all recording and filing fees and (c) to pay, indemnify, and hold harmless each Lender, the Letter of Credit Issuers and each Agent and their respective Affiliates, directors, officers, partners, employees and agents (other than, in each case, Excluded Affiliates) 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 fees, disbursements and other charges of Advisors related to outside counsel for the Transactions or, Controlling Agent) with respect to the preparation, negotiation, execution, delivery, enforcement, performance delivery and administration of this Agreement, the other Credit Senior Debt Documents or the Note Documents or any amendment, amendment and any such other documentsrestatement, including, any modification or waiver of the foregoing relating to the violation ofprovisions hereof or thereof (including any proposed amendment, noncompliance with amendment and restatement, modification or liability under, any Environmental Law (other than by such indemnified person or any of its 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 (cwaiver), collectively(ii) all out-of-pocket expenses incurred by the Controlling Agent (including the fees, charges and disbursements of any counsel for the “indemnified liabilities”) (SUBJECT TO THE PROVISO BELOWControlling Agent), 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, any Letter of Credit Issuer or any Lender or any of their respective Related Parties with respect to indemnified liabilities to the extent they result from (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, (D) such indemnified Person’s capacity as a financial advisor of Holdings, the Borrower or its Subsidiaries in connection with the Transactionsenforcement or protection of its rights in connection with this Agreement, (E) the other Senior Debt Documents and the Note Documents, including all such indemnified Person’s capacity as a coout-investor of-pocket expenses incurred during any workout, restructuring or negotiations in any potential acquisition respect of the HoldingsSenior Obligations and (iii) all documentary and similar taxes and charges in respect of this Agreement, the Borrower or its Subsidiaries or other Senior Debt Documents and the Note Documents. The Obligors shall indemnify the Controlling Agent (Fand any sub-agent thereof) any settlement effected without and each Related Party of the Borrower’s prior written consentControlling Agent (each such person being called an “Indemnitee”) against, 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 against an indemnified Person in any such proceeding, the Borrower will indemnify and hold each Indemnitee harmless such indemnified Person from and against from, any and all losses, claims, damages, liabilities and related out-of-pocket expenses by reason (including the fees, charges and disbursements of such settlement or judgment in accordance with this Section 13.5. 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 Loans and all other amounts payable hereunder. No Credit Party nor any indemnified Person shall have any liability counsel for any special, punitive, indirect Indemnitee) incurred by any Indemnitee or consequential damages resulting from this Agreement asserted against any Indemnitee by any third party or by Hercules or any other Credit Obligor arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Senior Debt Document or arising out of its activities in connection herewith any Note Document, or therewith (whether before any amendment, amendment and restatement, modification or after the Conversion Date) (except, in the case waiver of the Borrower’s obligation provisions hereof or thereof, or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder to indemnify and hold harmless the indemnified Person, to the extent any indemnified Person is found liable for special, punitive, indirect or consequential damages to a third party). 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 thereunder or the other Credit Documents or consummation of the transactions contemplated hereby or thereby, except (ii) any actual or alleged presence or Release or threatened Release of Hazardous Materials on, at, under or from any property owned, leased or operated by any Obligor at any time, or any Environmental Claim related in any way to any Obligor, (iii) 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 Hercules or any other Obligor, and regardless of whether any Indemnitee is a party thereto, (iv) any Environmental Law applicable to Hercules or any Subsidiary or any of their properties, including without limitation, the presence, generation, storage, release, threatened release, use, transport, disposal, arrangement of disposal or treatment of oil, oil and gas wastes, solid wastes or hazardous substances on any of their properties, (v) the breach or non-compliance by Hercules or any Subsidiary of Hercules with any Environmental Law applicable to Hercules or any Subsidiary of Hercules, (vi) the past ownership by Hercules or any Subsidiary of Hercules of any of their properties or past activity on any of their properties which, though lawful and fully permissible at the time, could result in present liability, (vii) the presence, use, release, storage, treatment, disposal, generation, threatened release, transport, arrangement for transport or arrangement for disposal of oil, oil and gas wastes, solid wastes or hazardous substances on or at any of the properties owned or operated by Hercules or any Subsidiary of Hercules or any actual or alleged presence or release of hazardous materials on or from any property owned or operated by Hercules or any of its Subsidiaries, (viii) any liability pursuant to Environmental Laws or costs of Response related in any way to Hercules or any of its Subsidiaries or (ix) any other environmental, health or safety condition in connection with this Agreement, the other Senior Debt Documents or the Note Documents; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such damages have resulted from the willful misconductlosses, bad faith claims, damages, liabilities or gross negligence of any indemnified Person or any of its Related Parties (as related expenses are determined by a final non-appealable judgment of a court of competent jurisdiction)jurisdiction by final and nonappealable judgment to have resulted solely from the gross negligence or willful misconduct of such Indemnitee. This For the avoidance of doubt, each Indemnitee shall be deemed a third party beneficiary of this Agreement. The agreements in this Section 13.5 5.15 shall not apply to Taxes. Each indemnified Person, by its acceptance survive repayment of the benefits of this Section 13.5Senior Loan Obligations, agrees to refund and return any the Note Obligations, the Additional Senior Debt Obligations and all other amounts paid by payable hereunder and under the Borrower (Note Documents and the other Senior Debt Documents and the removal or on its behalf) to it if, pursuant to limitations on indemnification resignation of the Controlling Agent. All obligations of the Obligors set forth in or arising under this Section 13.5, such indemnified Person was not entitled to receipt of such amountsAgreement will be Senior Obligations and are secured by all Liens granted by the Collateral Documents.

Payment of Expenses; Indemnification. The Borrower 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 Borrowers jointly and severally agree to: (a) below incurred prior to the Conversion Date, on the Conversion Date, (a) to pay or reimburse the Agents and the Lead Arrangers for all their reasonable and documented out-of-pocket costs and expenses incurred of (i) each Agent-Related Person in connection with (A) the syndicationnegotiation, preparation, execution, execution and delivery, negotiation syndication and administration of this Credit Agreement and the other Credit Documents and the documents and instruments referred to therein (including, without limitation, the reasonable fees and expenses of counsel to the Administrative Agent) and (B) any other documents prepared amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Borrowers under this Credit Agreement, (ii) each Issuing Lender in connection herewith with the issuance, renewal, amendment or therewith, and the consummation and administration extension of the transactions contemplated hereby and thereby, including the reasonable and documented fees, disbursements and other charges any Letter of White & Case LLPCredit or any demand for payment thereunder, and (iiiii) upon the occurrence Agent-Related Persons and during the continuation Lenders in connection with (A) enforcement or protection of an Event of Defaultrights under the Credit Documents and the documents and instruments referred to herein and therein (including any workouts or restructurings), including, without limitation, in connection with the enforcement or preservation of any rights under this Agreementsuch enforcement, the other Credit Documents reasonable fees and any such other documents, including disbursements of counsel for the reasonable Agent-Related Persons and documented out-of-pocket fees, disbursements and other charges each of Advisors (limited, in the case of Advisors, as set forth in the definition thereof), (b) to pay, indemnifyLenders, and hold harmless each Lender, the Letter (B) any bankruptcy or insolvency proceeding of Credit Issuers and each Agent from, any and all recording and filing fees and (c) to pay, indemnify, and hold harmless each Lender, the Letter of Credit Issuers and each Agent and their respective Affiliates, directors, officers, partners, employees and agents (other than, in each case, Excluded Affiliates) 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 fees, disbursements and other charges of Advisors related to the Transactions 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 foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law (other than by such indemnified person a Borrower or any of its Subsidiaries, and (b) indemnify the Agent-Related Parties (other than trustees Persons, each Lender and advisors)) or to any actual or alleged presenceits officers, release or threatened release into the environment of Hazardous Materials attributable to the operations of Holdingsdirectors, the Borroweremployees, any of the Borrower’s Subsidiaries or any of the Real Estate (all the foregoing in this clause (c)representatives, 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, any Letter of Credit Issuer or any Lender or any of their respective Related Parties with respect to indemnified liabilities to the extent they result Affiliates and agents from (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, (D) such indemnified Person’s capacity as a financial advisor of Holdings, the Borrower or its Subsidiaries in connection with the Transactions, (E) such indemnified Person’s capacity as a co-investor in any potential acquisition of the Holdings, the Borrower or its Subsidiaries or (F) 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 against an indemnified Person in any such proceeding, the Borrower will indemnify and hold each of them harmless such indemnified Person from and against any and all losses, liabilities, claims, damagesdamages or expenses incurred by any of them as a result of, liabilities or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any Agent-Related Person or any Lender is a party thereto) related to (i) the entering into and/or performance of any Credit Document or any Loan or Letter of Credit or the use of proceeds of any Extensions of Credit or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of such settlement the gross negligence or judgment in accordance with this Section 13.5. All amounts payable under this Section 13.5 shall be paid within 30 days of receipt by willful misconduct on the Borrower of an invoice relating thereto setting forth such expense in reasonable detail. The agreements in this Section 13.5 shall survive repayment part of the Loans and all other amounts payable hereunder. No Credit Party nor any indemnified Person shall have any liability for any specialto be indemnified, 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 Conversion Date) (except, in the case of the Borrower’s obligation hereunder to indemnify and hold harmless the indemnified Person, to the extent any indemnified Person is found liable for special, punitive, indirect or consequential damages to a third party). 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, bad faith or gross negligence of any indemnified Person or any of its Related Parties (as determined by a court of competent jurisdiction by a final and non-appealable judgment judgment), (ii) any Environmental Claim and (iii) any claims for Non-Excluded Taxes. To the extent that the Borrowers for any reason fail to indefeasibly pay any amount required above to be paid by it to the Administrative Agent (or any sub-agent thereof), any Issuing Lender or any Agent-Related Person of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such Issuing Lender or such Agent-Related Person, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed DB1/ 97661265.5 expense or indemnity payment is sought based on each Lender’s share of the total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a court of competent jurisdictionclaim asserted by such Lender). This Section 13.5 shall not apply , such payment to Taxes. Each indemnified Person, by its acceptance be made severally among them based on such Lenders’ pro rata share (determined as of the benefits of this Section 13.5time that the applicable unreimbursed expense or indemnity payment is sought), agrees to refund and return any and all amounts paid provided, further that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Borrower Administrative Agent (or on its behalf) to it if, pursuant to limitations on indemnification set forth in this Section 13.5any such sub-agent), such indemnified Issuing Lender in its capacity as such, or against any Agent-Related Person was not entitled to receipt of any of the foregoing acting for the Administrative Agent (or any such amountssub-agent) or an Issuing Lender in connection with such capacity.

Payment of Expenses; Indemnification. The Borrower 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 the Conversion Closing Date, on the Conversion Closing Date, (a) if the Closing Date occurs, to pay or reimburse the Agents and the Joint Lead Arrangers for all their reasonable and documented out-of-pocket costs and expenses incurred (i) in connection with the syndication, preparation, execution, delivery, negotiation and administration of this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewiththerewith (including any amendment or waiver with respect thereto), and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable and documented fees, disbursements and other charges of White Xxxxx Xxxx & Case LLPXxxxxxxx LLP and to the extent reasonably necessary, one local counsel in each relevant material jurisdiction, excluding in each case allocated costs of in-house counsel and fees and solely to the extent the Borrower has consented to the retention of such other Person, expenses with respect to any other advisor or consultant, and (ii) upon the occurrence and during the continuation of an Event of Default, 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 out-of-pocket fees, disbursements and other charges of Advisors (limited, in the case of Advisors, as set forth in the definition thereof), (b) to pay, indemnify, and hold harmless each Lender, the Letter of Credit Issuers Lender and each Agent from, any and all recording and filing fees and (c) to pay, indemnify, and hold harmless each Lender, the Letter of Credit Issuers Lender and each Agent and their respective Affiliates, and the directors, officers, partners, employees and agents (other thanof any of the foregoing, in each case, Excluded Affiliates) 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 fees, disbursements and other charges of Advisors related to the Transactions 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 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 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 175 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, any Letter of Credit Issuer Agent or any Lender or any of their respective Related Parties with respect to indemnified liabilities to the extent they result from (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, Facilities or (D) such indemnified Person’s capacity as a financial advisor of Holdings, the Borrower or its Subsidiaries in connection with the Transactions, (E) such indemnified Person’s capacity as a co-investor in any potential acquisition of the Holdings, the Borrower or its Subsidiaries or (F) 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 against an indemnified Person 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. 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 Conversion 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 is found liable for special, punitive, indirect or consequential damages to a third partyparty 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, bad faith 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. The Borrower 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 Borrowers jointly and severally agree to: (a) below incurred prior to the Conversion Date, on the Conversion Date, (a) to pay or reimburse the Agents and the Lead Arrangers for all their reasonable and documented out-of-pocket costs and expenses incurred of (i) each Agent-Related Person in connection with (A) the syndicationnegotiation, preparation, execution, execution and delivery, negotiation syndication and administration of this Credit Agreement and the other Credit Documents and any other the documents prepared in connection herewith or therewithand instruments referred to therein (including, and the consummation and administration of the transactions contemplated hereby and therebywithout limitation, including the reasonable fees and documented feesexpenses of counsel to the Administrative Agent) and (B) any amendment, disbursements waiver or consent relating hereto and other charges of White & Case LLPthereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Borrowers under this Credit Agreement, and (ii) upon the occurrence Agent-Related Persons and during the continuation Lenders in connection with (A) enforcement or protection of an Event of Defaultrights under the Credit Documents and the documents and instruments referred to herein and therein (including any workouts or restructurings), including, without limitation, in connection with the enforcement or preservation of any rights under this Agreementsuch enforcement, the other Credit Documents reasonable fees and any such other documents, including disbursements of counsel for the reasonable Agent-Related Persons and documented out-of-pocket fees, disbursements and other charges each of Advisors (limited, in the case of Advisors, as set forth in the definition thereof), (b) to pay, indemnifyLenders, and hold harmless each Lender, the Letter (B) any bankruptcy or insolvency proceeding of Credit Issuers and each Agent from, any and all recording and filing fees and (c) to pay, indemnify, and hold harmless each Lender, the Letter of Credit Issuers and each Agent and their respective Affiliates, directors, officers, partners, employees and agents (other than, in each case, Excluded Affiliates) 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 fees, disbursements and other charges of Advisors related to the Transactions 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 foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law (other than by such indemnified person a Borrower or any of its Subsidiaries, and (b) indemnify the Agent-Related Parties (other than trustees Persons, each Lender and advisors)) or to any actual or alleged presenceits officers, release or threatened release into the environment of Hazardous Materials attributable to the operations of Holdingsdirectors, the Borroweremployees, any of the Borrower’s Subsidiaries or any of the Real Estate (all the foregoing in this clause (c)representatives, 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, any Letter of Credit Issuer or any Lender or any of their respective Related Parties with respect to indemnified liabilities to the extent they result Affiliates and agents from (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, (D) such indemnified Person’s capacity as a financial advisor of Holdings, the Borrower or its Subsidiaries in connection with the Transactions, (E) such indemnified Person’s capacity as a co-investor in any potential acquisition of the Holdings, the Borrower or its Subsidiaries or (F) 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 against an indemnified Person in any such proceeding, the Borrower will indemnify and hold each of them harmless such indemnified Person from and against any and all losses, liabilities, claims, damagesdamages or expenses incurred by any of them as a result of, liabilities or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any Agent-Related Person or any Lender is a party thereto) related to (i) the entering into and/or performance of any Credit Document or the use of proceeds of any Extensions of Credit or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of such settlement the gross negligence or judgment in accordance with this Section 13.5. All amounts payable under this Section 13.5 shall be paid within 30 days of receipt by willful misconduct on the Borrower of an invoice relating thereto setting forth such expense in reasonable detail. The agreements in this Section 13.5 shall survive repayment part of the Loans and all other amounts payable hereunder. No Credit Party nor any indemnified Person shall have any liability for any specialto be indemnified, 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 Conversion Date) (except, in the case of the Borrower’s obligation hereunder to indemnify and hold harmless the indemnified Person, to the extent any indemnified Person is found liable for special, punitive, indirect or consequential damages to a third party). 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, bad faith or gross negligence of any indemnified Person or any of its Related Parties (as determined by a court of competent jurisdiction by a final and non-appealable judgment judgment), (ii) any Environmental Claim and (iii) any claims for Non-Excluded Taxes. To the extent that the Borrowers for any reason fail to indefeasibly pay any amount required above to be paid by it to the Administrative Agent (or any sub-agent thereof), any Issuing Lender, any Swing Lender or any Agent-Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such Issuing Lender, such Swing Lender or such Agent-Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a court of competent jurisdictionclaim asserted by such Lender). This Section 13.5 shall not apply , such payment to Taxes. Each indemnified Person, by its acceptance be made severally among them based on such Lenders’ pro rata share (determined as of the benefits of this Section 13.5time that the applicable unreimbursed expense or indemnity payment is sought), agrees to refund and return any and all amounts paid provided, further that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Borrower Administrative Agent (or on its behalf) to it if, pursuant to limitations on indemnification set forth in this Section 13.5any such sub-agent), such indemnified Person was not entitled to receipt Issuing Lender or such Swing Lender in its capacity as such, or against any Agent-Related Party of any of the foregoing acting for the Administrative Agent (or any such amountssub-agent), an Issuing Lender or a Swing Lender in connection with such capacity.

Payment of Expenses; Indemnification. The Borrower 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 Deltic agrees to: (a) below incurred prior to the Conversion Date, on the Conversion Date, (a) to pay or reimburse the Agents and the Lead Arrangers for all their reasonable and documented out-of-pocket costs and expenses incurred of (i) the Agent in connection with (A) the syndicationnegotiation, preparation, execution, delivery, negotiation execution and delivery and administration of this Credit Agreement and the other Credit Documents and any other the documents prepared in connection herewith or therewithand instruments referred to therein (including, without limitation, the reasonable fees and expenses of Xxxxx & Xxx Xxxxx, special counsel to the Agent), and (B) any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the consummation and administration of performance by the transactions contemplated hereby and thereby, including the reasonable and documented fees, disbursements and other charges of White & Case LLP, Credit Parties under this Credit Agreement and (ii) upon the occurrence Agent and during the continuation Lenders in connection with (A) enforcement of an Event of Defaultthe Credit Documents and the documents and instruments referred to therein, including, without limitation, in connection with the enforcement or preservation of any rights under this Agreementsuch enforcement, the other reasonable fees and disbursements of counsel for the Agent and each of the Lenders, and (B) any bankruptcy or insolvency proceeding of a Credit Documents Party and any such other documents, including the reasonable and documented out-of-pocket fees, disbursements and other charges of Advisors (limited, in the case of Advisors, as set forth in the definition thereof), (b) to pay, indemnify, indemnify the Agent and hold harmless each Lender, the Letter of Credit Issuers and each Agent from, any and all recording and filing fees and (c) to pay, indemnify, and hold harmless each Lender, the Letter of Credit Issuers and each Agent and their respective Affiliatesits officers, directors, officersemployees, partners, employees representatives and agents (other than, in each case, Excluded Affiliates) from and against any and all other liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements hold each of any kind or nature whatsoever, including reasonable and documented out-of-pocket fees, disbursements and other charges of Advisors related to the Transactions 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 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 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, any Letter of Credit Issuer or any Lender or any of their respective Related Parties with respect to indemnified liabilities to the extent they result from (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, (D) such indemnified Person’s capacity as a financial advisor of Holdings, the Borrower or its Subsidiaries in connection with the Transactions, (E) such indemnified Person’s capacity as a co-investor in any potential acquisition of the Holdings, the Borrower or its Subsidiaries or (F) 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 against an indemnified Person in any such proceeding, the Borrower will indemnify and hold them harmless such indemnified Person from and against any and all losses, liabilities, claims, damagesdamages or expenses (but excluding any such losses, liabilities and liabilities, claims, damages or expenses to the extent incurred by reason of such settlement gross negligence or judgment in accordance with this Section 13.5. All amounts payable under this Section 13.5 shall be paid within 30 days of receipt by willful misconduct on the Borrower of an invoice relating thereto setting forth such expense in reasonable detail. The agreements in this Section 13.5 shall survive repayment part of the Loans and all Person to be indemnified) incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other amounts payable hereunder. No Credit Party nor any indemnified Person shall have any liability for any special, punitive, indirect proceeding (whether or consequential damages resulting from this Agreement not the Agent or any other Lender is a party thereto) related to (i) the entering into and/or performance of any Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Conversion Date) (except, in the case of the Borrower’s obligation hereunder to indemnify and hold harmless the indemnified Person, to the extent any indemnified Person is found liable for special, punitive, indirect or consequential damages to a third party). No indemnified Persons shall be liable for any damages arising from the use by unintended recipients of proceeds of any information Revolving Loans hereunder or the consummation of any other materials distributed by it through telecommunicationstransactions contemplated in any Credit Document, electronic or other information transmission systems including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with this Agreement any such investigation, litigation or the other Credit Documents or the transactions contemplated hereby or therebyproceeding, except to the extent that such damages have resulted from the willful misconduct, bad faith or gross negligence of (ii) any indemnified Person or Environmental Claim and (iii) any of its Related Parties (as determined by a final nonclaims for Non-appealable judgment of a court of competent jurisdiction). This Section 13.5 shall not apply to Excluded 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. The Borrower 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 Each of Holdings and the Conversion DateBorrower, on the Conversion Datejointly and severally, agrees (ai) to pay or reimburse each of the Agents and the Lead Arrangers for all their reasonable and documented out-of-pocket costs and expenses (without duplication) incurred (i) in connection with the syndicationdevelopment, preparation, executionexecution and delivery of, deliveryand any amendment, negotiation and administration of supplement, modification to, waiver and/or enforcement 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 and documented fees, disbursements and other charges of White Xxxxxx & Case LLPXxxxxxx LLP (or such other counsel as may be agreed by the Administrative Agent and the Borrower), and one counsel in each relevant local jurisdiction with the consent of the Borrower (such consent not to be unreasonably withheld or delayed), (ii) upon the occurrence to pay or reimburse each Agent for all their reasonable and during the continuation of an Event of Default, 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 and documented out-of-pocket fees, disbursements and other charges of Advisors 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 (limited, such consent not to be unreasonably withheld or delayed (which may include a single special counsel acting in the case of Advisors, as set forth in the definition thereofmultiple jurisdictions), and (biii) to pay, indemnify, indemnify and hold harmless each Lender, the Letter of Credit Issuers and each Agent from, any and all recording and filing fees and (c) to pay, indemnify, and hold harmless each Lender, the Letter of Credit Issuers and each Agent and their respective Affiliates, directors, officers, partners, employees and agents (other than, in each case, Excluded Affiliates) 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 fees, disbursements and other charges of Advisors related to the Transactions 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 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 trustees and advisors)without duplication) 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 liabilitiesIndemnified Persons”) (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, any Letter of Credit Issuer or any Lender or any of their respective Related Parties with respect to indemnified liabilities to the extent they result from (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, (D) such indemnified Person’s capacity as a financial advisor of Holdings, the Borrower or its Subsidiaries in connection with the Transactions, (E) such indemnified Person’s capacity as a co-investor in any potential acquisition of the Holdings, the Borrower or its Subsidiaries or (F) 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 against an indemnified Person 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. 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 Loans and all other amounts payable hereunder. liabilities, obligations, demands, actions, -161- US-DOCS\118329784.0000000000.6 (b) No Credit Party nor any indemnified 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 Conversion Closing Date) (except, in ); provided that the case of foregoing shall not limit Holdings and the Borrower’s obligation hereunder to indemnify and hold harmless the indemnified Person, indemnification obligations to the extent any indemnified Indemnified Persons pursuant to Section 13.5(a) in respect of damages incurred or paid by an Indemnified Person is found liable for special, punitive, indirect or consequential damages to a third party). No indemnified Persons 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 Indemnified Person or any of its Related Parties (as determined by a final and 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.