Common use of Payment of Expenses; Indemnification Clause in Contracts

Payment of Expenses; Indemnification. The Borrower agrees (a) to pay or reimburse the Administrative Agent and the Amendment Agents for all of their reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable and documented or invoiced fees, disbursements and other charges of one counsel to the Administrative Agent and the Amendment Agents, and in connection with local and collateral matters, one counsel in any relevant local jurisdiction, (b) to pay all reasonable out of pocket expenses incurred by any Letter of Credit Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (c) to pay or reimburse the Administrative Agent and any other Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents (including, without limitation, after the occurrence and during the continuance of a Default or Event of Default and in connection with any workout or restructuring or proceeding under the Bankruptcy Code or any other Debtor Relief Law), including the reasonable fees, disbursements and other charges of one primary counsel (and, in the case of an actual or perceived conflict of interest by an Agent, where the Agent affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another counsel to the affected Agent), and one local counsel in each appropriate jurisdiction (which may include one special counsel acting in multiple jurisdictions), (d) to pay, indemnify, and hold harmless each Lender and Agent from, any and all recording and filing fees and (e) to pay, indemnify, and hold harmless each Lender, each Letter of Credit Issuer and each Agent and their respective Related Parties (each, an “Indemnitee”) from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable and documented fees, disbursements and other charges of one primary counsel (and, in the case of an actual or perceived conflict of interest by an Indemnitee, where the Indemnitee affected by such conflict informs the Borrower or such conflict and thereafter retains its own counsel, of another counsel to the affected 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 herebymaking of any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) (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 or to any actual or alleged presence, release or threatened release of Hazardous Materials involved or attributable to the operations of the Borrower, any of its Subsidiaries or any of the Real Estate (all the foregoing in this clause (e), collectively, the “indemnified liabilities”); provided that the Borrower shall have no obligation hereunder to any such Indemnitee with respect to indemnified liabilities to the extent such indemnified liabilities result from (i) the gross negligence or willful misconduct of such Indemnitee or its controlled Affiliates or its controlling persons or their respective officers, directors, employees, agents, advisors or members, in 150 each case, who are involved in the Transactions (as determined by a court of competent jurisdiction in a final and non-appealable decision), (ii) a material breach by such Indemnitee or one of its Affiliate of its funding obligations hereunder or (iii) disputes by and among such Indemnitees (other than any claims against any Agent, any other agent, arranger or bookrunner named on the cover page hereto, any Amendment Agent or any Letter of Credit Issuer in such capacities or fulfilling such roles or any similar role or with respect to acts or omissions taken in furtherance of or relating to such capacities or roles) to the extent such disputes do not arise from any act or omission of the Borrower or any of its Affiliates. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks, SyndTrak or other similar information transmissions systems in connection with this Agreement or the Transactions. No Indemnitee shall have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date). The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses; Indemnification. The Borrower agrees 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 Closing Date, on the Closing Date, (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent Agents and the Amendment Agents Joint Lead Arrangers (and, in the case of the following clause (ii), the Lenders) for all of their reasonable and documented out-of-of- pocket costs and expenses incurred (i) in connection with the developmentsyndication, preparation preparation, execution, delivery, negotiation and execution of, and any amendment, supplement or modification to, 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 or invoiced fees, disbursements and other charges of one counsel Xxxxx Xxxx & Xxxxxxxx LLP and to the Administrative Agent 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 Amendment Agentsextent the Borrower has consented to the retention of such other Person, expenses with respect to any other advisor or consultant, and in connection with local (ii) upon the occurrence and collateral mattersduring the continuation of an Event of Default, one counsel in any relevant local jurisdiction, (b) to pay all reasonable out of pocket expenses incurred by any Letter of Credit Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (c) to pay or reimburse the Administrative Agent and any other Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents (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)documents, including the reasonable and documented out- of-pocket fees, disbursements and other charges of one primary counsel Advisors (andlimited, in the case of an actual or perceived conflict of interest by an AgentAdvisors, where as set forth in the Agent affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another counsel to the affected Agent), and one local counsel in each appropriate jurisdiction (which may include one special counsel acting in multiple jurisdictionsdefinition thereof), (db) to pay, indemnify, and hold harmless each Lender Lender, the L/C Issuers and each Agent from, any and all recording and filing fees and (ec) to pay, indemnify, and hold harmless each Lender, each Letter of Credit Issuer the L/C Issuers and each Agent and their respective Related Parties (eachAffiliates, an “Indemnitee”) and the directors, officers, partners, employees and agents of any of the foregoing, from and against any and all other liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable and documented out-of-pocket fees, disbursements and other charges of one primary counsel (and, in the case of an actual or perceived conflict of interest by an Indemnitee, where the Indemnitee affected by such conflict informs the Borrower or such conflict and thereafter retains its own counsel, of another counsel Advisors related to the affected Indemnitee), and one local counsel in each appropriate jurisdiction (which may include one special counsel acting in multiple jurisdictions)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 the financing contemplated herebymaking of any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) (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 or to any actual or alleged presence, release or threatened release of Hazardous Materials involved or attributable to the operations of the Borrower, any of its Subsidiaries or any of the Real Estate (all the foregoing in this clause (e), collectively, the “indemnified liabilities”); provided that the Borrower shall have no obligation hereunder to any such Indemnitee with respect to indemnified liabilities to the extent such indemnified liabilities result from (i) the gross negligence or willful misconduct of such Indemnitee or its controlled Affiliates or its controlling persons or their respective officers, directors, employees, agents, advisors or members, in 150 each case, who are involved in the Transactions (as determined by a court of competent jurisdiction in a final and non-appealable decision), (ii) a material breach by such Indemnitee or one of its Affiliate of its funding obligations hereunder or (iii) disputes by and among such Indemnitees (other than any claims against any Agent, any other agent, arranger or bookrunner named on the cover page hereto, any Amendment Agent or any Letter of Credit Issuer in such capacities or fulfilling such roles or any similar role or with respect to acts or omissions taken in furtherance of or relating to such capacities or roles) to the extent such disputes do not arise from any act or omission of the Borrower or any of its Affiliates. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks, SyndTrak or other similar information transmissions systems in connection with this Agreement or the Transactions. No Indemnitee shall have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date). The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder.,

Payment of Expenses; Indemnification. The Except with respect to Taxes which are addressed in Section 2.20, the Borrower agrees (a) to pay or reimburse the Administrative each Agent and the Amendment Agents 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 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 in connection with the development, preparation and execution of, and any amendment, 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 or invoiced fees, disbursements and other charges of one counsel to the Administrative Agent and the Amendment Agents, and in connection with local and collateral matters, one counsel in any relevant local jurisdiction, (b) to pay all reasonable out of pocket expenses incurred by any Letter of Credit Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (c) to pay or reimburse the Administrative Agent and any other Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Loan Documents and any such other documents referred to in Section 10.5(a) above (includingincluding all such costs and expenses incurred in connection with any legal proceeding, without limitation, after the occurrence and during the continuance of a Default including any proceeding under any Debtor Relief Law or Event of Default and in connection with any workout or restructuring or proceeding under the Bankruptcy Code or any other Debtor Relief Lawrestructuring), including the reasonable feesdocumented fees and disbursements of a single firm of counsel and, disbursements if necessary, a single firm of special regulatory counsel and other charges a single firm of one primary local counsel (per material jurisdiction as may reasonably be necessary, for the Agents and the Lenders, taken as a whole and, in the case event of an actual or perceived conflict of interest by an Agentinterest, where the Agent or Lender affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, one additional counsel for each Lender or Agent or group of another counsel Lenders or Agents subject to the affected Agent), such conflict and one local counsel in each appropriate jurisdiction (which may include one special counsel acting in multiple jurisdictions), (dc) 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 indemnify or reimburse each Lender, each Letter of Credit Issuer and Agent, each Agent Issuing Lender, each Lead Arranger, each Joint Bookrunner and their respective Related Parties Affiliates, and their respective partners that are natural persons, members that are natural persons, officers, directors, employees, trustees, advisors, agents and controlling Persons (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, 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 feesarising out of or in connection with any claim, disbursements and other charges of one primary counsel (and, in the case of an actual action or perceived conflict of interest by an Indemnitee, where the Indemnitee affected by such conflict informs the Borrower proceeding relating to or such conflict and thereafter retains its own counsel, of another counsel to the affected Indemnitee), and one local counsel in each appropriate jurisdiction (which may include one special counsel acting in multiple jurisdictions), otherwise 119 with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Credit Loan Documents and any such other documentsdocuments referred to in Section 10.5(a) above and the transactions contemplated hereby and thereby, including the financing contemplated herebymaking of any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) (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 use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law or to any actual or alleged presence, release or threatened release of Hazardous Materials involved or attributable applicable to the operations of the Borrower, any of 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 Borrower hereunder (all the foregoing in this clause (ec), collectively, the “indemnified liabilitiesIndemnified Liabilities”); provided that that, the Borrower shall not have no any obligation hereunder to any such Indemnitee with respect to indemnified liabilities Indemnified Liabilities to the extent such indemnified liabilities result Indemnified Liabilities have resulted from (i) the gross negligence or negligence, bad faith, willful misconduct or material breach of the Loan Documents of such Indemnitee or its controlled Affiliates or its controlling persons or their respective officers, directors, employees, agents, advisors or members, in 150 each case, who are involved in the Transactions (Related Persons as determined by a court of competent jurisdiction in a final and non-appealable decisiondecision (or settlement tantamount thereto), (ii) a material breach of the Loan Documents by such Indemnitee or one its Related Persons as determined by a court of its Affiliate of its funding obligations hereunder competent jurisdiction in a final non-appealable decision (or settlement tantamount thereto) or (iii) disputes by and solely among such Indemnitees or their Related Persons (other than any claims against any Agent, any other agent, arranger or bookrunner named on it being understood that this clause (iii) shall not apply to the cover page hereto, any Amendment indemnification of an Agent or any Letter of Credit Issuer Lead Arranger in a suit involving an Agent or Lead Arranger in its capacity as such capacities or fulfilling such roles or any similar role or with respect to acts or omissions taken in furtherance of or relating to such capacities or roles) to the extent such disputes do that does not arise from any involve an act or omission of the by any Parent Company, Investor, Borrower or any of its AffiliatesSubsidiaries as determined by a court of competent jurisdiction in a final non-appealable decision (or settlement tantamount thereto). No For purposes hereof, a “Related Person” of an Indemnitee means (i) if the Indemnitee is any Agent or any of its Affiliates or their respective partners that are natural persons, members that are natural persons, officers, directors, employees, agents and controlling Persons, any of such Agent and its Affiliates and their respective officers, directors, employees, agents and controlling Persons; provided that solely for purposes of Section 9, references to each Agent’s Related Persons shall also include such Agent’s trustees and advisors, and (ii) if the Indemnitee is any Lender or any of its Affiliates or their respective partners that are natural persons, members that are natural persons, officers, directors, employees, agents and controlling Persons, any of such Lender and its Affiliates and their respective officers, directors, employees, agents and controlling Persons. All amounts due under this Section 10.5 shall be liable for any damages arising from payable promptly after receipt of a reasonably detailed invoice therefor. Statements payable by the use by others of any information or other materials obtained through IntraLinks, SyndTrak or other similar information transmissions systems in connection with this Agreement or the Transactions. No Indemnitee shall have any liability for any special, punitive, indirect or consequential damages relating Borrower pursuant to this Agreement Section 10.5 shall be submitted to the Borrower at the address thereof set forth in Section 10.2, or any to such other Credit Document Person or arising out of its activities address as may be hereafter designated by the Borrower in connection herewith or therewith (whether before or after a written notice to the Closing Date)Administrative Agent. The agreements in this Section 13.5 10.5 shall survive repayment of the Loans and all other amounts payable hereunderObligations.

Payment of Expenses; Indemnification. (c) The Borrower agrees (ai) to pay or reimburse each of the Administrative Agents, the Green Structuring Agent and the Amendment Agents each Lead Arranger for all of their reasonable and documented out-of-pocket costs and expenses (without duplication) incurred (within thirty (30) days of a written request therefor, together with backup documentation supporting such reimbursement request) in connection with the development, preparation preparation, execution and execution delivery of, and any amendment, supplement or supplement, modification to, waiver and/or enforcement this Agreement and the other Revolving 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 limited to the reasonable fees, disbursements and other charges of Milbank LLP (or such other counsel as may be designated by the Agent), (ii) to pay or reimburse the Agent, the Green Structuring Agent, the Lead Arrangers, each Letter of Credit Issuer and each Lender for all their reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or invoiced preservation of any rights under this Agreement, the other Revolving Credit Documents and any such other documents (within thirty (30) days of a written request therefor, together with backup documentation supporting such reimbursement request), limited to the reasonable fees, disbursements and other charges of one firm or counsel to the Administrative Agent Agents and the Amendment Agents, and in connection with local and collateral matters, one counsel in any relevant local jurisdictionLenders collectively, (biii) to pay all reasonable out of out-of-pocket expenses incurred by any Letter of Credit Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, thereunder and (civ) to pay pay, indemnify and hold harmless each Lender, each Letter of Credit Issuer, each Agent, the Green Structuring Agent, each Lead Arranger and their respective Related Parties (without duplication) (the “Indemnified Persons”) from and against any and all losses, claims, damages, liabilities, obligations, demands, actions, 123 judgments, suits, costs, expenses, disbursements or reimburse the Administrative Agent and penalties of any kind or nature whatsoever (including any Environmental Claims against Borrower or any Subsidiary, or any actual or alleged violation of Environmental Law by Borrower or any Subsidiary or presence or Release of Hazardous Materials at, under, on, or from any Real Estate or any other Agent for all its real properties now owned, leased or operated by Borrower or any Subsidiary) (and the reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreementout-of-pocket fees, the other Credit Documents and any such other documents (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 feesexpenses, disbursements and other charges of one primary firm of counsel for all Indemnified Persons, taken as a whole (and, in the case of an actual or perceived conflict of interest by an Agent, where the Agent Indemnified Person affected by such conflict informs notifies the Borrower of any existence of such conflict and thereafter retains 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 to the for such affected AgentIndemnified Person), and to the extent required, one firm or local counsel in each appropriate relevant jurisdiction (which may include one a single special counsel acting in multiple jurisdictions)) of any such Indemnified Person arising out of or relating to any action, claim, litigation, investigation or other proceeding (regardless of whether such Indemnified Person is a party thereto or whether or not such action, claim, litigation or proceeding was brought by the Borrower, any of its Subsidiaries or any other Person), arising out of, or with respect to the Transactions or to the execution, enforcement, delivery, performance and administration of this Agreement, the other Revolving Credit Documents and any such other documents (all the foregoing in this clause (iv), collectively, the “Indemnified Liabilities”); provided that the Borrower shall have no obligation hereunder to any Indemnified Person with respect to indemnified liabilities to the extent arising from (i) the gross negligence, bad faith or willful misconduct of such Indemnified Person or any of its Related Parties as determined in a final and non-appealable judgment of a court of competent jurisdiction, (dii) to pay, indemnify, and hold harmless each Lender and Agent from, a material breach of the obligations of such Indemnified Person or any and all recording and filing fees and (e) to pay, indemnify, and hold harmless each Lender, each Letter of Credit Issuer and each Agent and their respective its Related Parties under the terms of this Agreement by such Indemnified Person or any of its Related Parties as determined in a final and non-appealable judgment of a court of competent jurisdiction, or (eachiii) any proceeding between and among Indemnified Persons that does not involve an act or omission by the Borrower; provided the Agents, an “Indemnitee”to the extent acting in their capacity as such, shall remain indemnified in respect of such proceeding, to the extent that neither of the exceptions set forth in clause (i) from or (ii) of the immediately preceding proviso applies to such person at such time. The agreements in this Section 14.5 shall survive the repayment in full of the Obligations and against the termination of the Revolving Facility. This Section 14.5 shall not apply with respect to Taxes, other than any and all other Taxes that solely represent losses, claims, damages, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of arising from any kind or nature whatsoever, including reasonable and documented fees, disbursements and other charges of one primary counsel (and, in the case of an actual or perceived conflict of interest by an Indemnitee, where the Indemnitee affected by such conflict informs the Borrower or such conflict and thereafter retains its own counsel, of another counsel to the affected 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 herebymaking of any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) (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 or to any actual or alleged presence, release or threatened release of Hazardous Materials involved or attributable to the operations of the Borrower, any of its Subsidiaries or any of the Real Estate (all the foregoing in this clause (e), collectively, the “indemnified liabilities”); provided that the Borrower shall have no obligation hereunder to any such Indemnitee with respect to indemnified liabilities to the extent such indemnified liabilities result from (i) the gross negligence or willful misconduct of such Indemnitee or its controlled Affiliates or its controlling persons or their respective officers, directors, employees, agents, advisors or members, in 150 each case, who are involved in the Transactions (as determined by a court of competent jurisdiction in a final and non-appealable decision), (ii) a material breach by such Indemnitee or one of its Affiliate of its funding obligations hereunder or (iii) disputes by and among such Indemnitees (other than any claims against any Agent, any other agent, arranger or bookrunner named on the cover page hereto, any Amendment Agent or any Letter of Credit Issuer in such capacities or fulfilling such roles or any similar role or with respect to acts or omissions taken in furtherance of or relating to such capacities or roles) to the extent such disputes do not arise from any act or omission of the Borrower or any of its Affiliates. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks, SyndTrak or other similar information transmissions systems in connection with this Agreement or the Transactions. No Indemnitee shall have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date). The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunderTax claim.

Payment of Expenses; Indemnification. (a) The Borrower agrees (ai) to pay or reimburse the Administrative Agent and the Amendment other Agents and the Arrangers for all reasonable and documented out-of-pocket costs and expenses incurred in 143 connection with the preparation, negotiation, syndication and execution of their this Agreement and the other Credit Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated thereby are consummated), and the consummation and administration (including all reasonable and documented costs, expenses, taxes, assessments and other charges incurred by the Administrative Agent, Collateral Agent or any Lender in connection with any filing, registration, recording or perfection of any security interest contemplated by this Agreement or any Security Document or any other document referred to therein or conducting of title reviews, mortgage matches and collateral reviews) of the transactions contemplated hereby and thereby, including all Attorney Costs, which shall be limited to Xxxxxx & Xxxxxxx LLP and one local counsel as reasonably necessary in any relevant jurisdiction material to the interests of the Lenders taken as a whole and one regulatory counsel to all such Persons as reasonably necessary with respect to a relevant regulatory matter, taken as a whole, (and solely in the case of an actual conflict of interest, one additional counsel and (if reasonably necessary) one local counsel and one regulatory counsel in each relevant jurisdiction to the affected Indemnitees similarly situated) and (ii) to pay or reimburse the Administrative Agent, Collateral Agent, the Issuing Banks and each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and enforcement of any amendment, supplement rights or modification to, remedies under this Agreement and or the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, (including the reasonable and documented or invoiced fees, disbursements and other charges of one counsel to the Administrative Agent and the Amendment Agents, and in connection with local and collateral matters, one counsel in any relevant local jurisdiction, (b) to pay all reasonable out of pocket expenses incurred by any Letter of Credit Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (c) to pay or reimburse the Administrative Agent and any other Agent for all its reasonable and documented such costs and expenses incurred in connection with the enforcement or preservation of during any rights under this Agreement, the other Credit Documents and any such other documents (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)legal proceeding, including the reasonable fees, disbursements and other charges of one primary counsel (and, in the case of an actual any bankruptcy or perceived conflict of interest by an Agent, where the Agent affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another counsel to the affected Agent)insolvency proceeding, and one local counsel in each appropriate jurisdiction (which may include one special counsel acting in multiple jurisdictions), (d) to pay, indemnify, and hold harmless each Lender and Agent from, any and including all recording and filing fees and (e) to pay, indemnify, and hold harmless each Lender, each Letter of Credit Issuer and each Agent and their respective Related Parties (each, an “Indemnitee”) from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable and documented fees, disbursements and other charges of one primary counsel (and, in the case of an actual or perceived conflict of interest by an Indemnitee, where the Indemnitee affected by such conflict informs the Borrower or such conflict and thereafter retains its own counsel, of another counsel to the affected 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 herebymaking of any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) (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 or to any actual or alleged presence, release or threatened release of Hazardous Materials involved or attributable to the operations of the Borrower, any of its Subsidiaries or any of the Real Estate (all the foregoing in this clause (e), collectively, the “indemnified liabilities”); provided that the Borrower shall have no obligation hereunder to any such Indemnitee with respect to indemnified liabilities to the extent such indemnified liabilities result from (i) the gross negligence or willful misconduct of such Indemnitee or its controlled Affiliates or its controlling persons or their respective officers, directors, employees, agents, advisors or members, in 150 each case, who are involved in the Transactions (as determined by a court of competent jurisdiction in a final and non-appealable decision), (ii) a material breach by such Indemnitee or one of its Affiliate of its funding obligations hereunder or (iii) disputes by and among such Indemnitees (other than any claims against any Agent, any other agent, arranger or bookrunner named on the cover page hereto, any Amendment Agent or any Letter of Credit Issuer in such capacities or fulfilling such roles or any similar role or with respect to acts or omissions taken in furtherance of or relating to such capacities or roles) to the extent such disputes do not arise from any act or omission of the Borrower or any of its Affiliates. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks, SyndTrak or other similar information transmissions systems in connection with this Agreement or the Transactions. No Indemnitee shall have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing DateAttorney Costs). The agreements in this Section 13.5 shall survive the repayment of the Loans and all other Obligations. All amounts due under this Section 13.5 shall be paid within thirty (30) days after written demand therefor (together with backup documentation supporting such reimbursement request). If any Credit Party fails to pay when due any costs, expenses or other amounts payable hereunderby it hereunder or under any Credit Document, such amount may be paid on behalf of such Credit Party by the Administrative Agent in its discretion.

Payment of Expenses; Indemnification. The Borrower agrees agrees, in each case within thirty days of written demand, (a) to pay or reimburse the Administrative Agent and the Amendment Agents for all of their reasonable and documented out-of-pocket costs and expenses (without duplication) incurred in connection with the development, preparation and execution and delivery of, and any amendment, supplement 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 fees and documented or invoiced feesreasonable out-of-pocket expenses of Xxxx Xxxxxxxx, disbursements and other charges of one LLP, as counsel to the Administrative Agent and the Amendment AgentsAgents and, if reasonably necessary, of a single firm counsel in each relevant material jurisdiction, in each case, shall exclude allocated costs of in-house counsel, and (ii) in connection with local the case of fees and collateral mattersexpenses related to any other advisor or consultant, one counsel in any relevant local jurisdictionsolely to the extent the Borrower has consented to the retention or engagement of such Person), (b) to pay all reasonable out of pocket expenses incurred by any Letter of Credit Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (c) to pay or reimburse the Administrative Agent and any other each Agent for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents (including, without limitation, after delivered in connection herewith or therewith upon the occurrence and during the continuance of a Default or an Event of Default and in connection with any workout or restructuring or proceeding under the Bankruptcy Code or any other Debtor Relief Law), including the reasonable fees, disbursements and other charges of one primary counsel (andlimited, in the case of an actual or perceived conflict of interest by an Agent, where the Agent affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another counsel to the affected Agent), and one local counsel in each appropriate jurisdiction (which may include one special counsel acting in multiple jurisdictions), (d) to pay, indemnify, and hold harmless each Lender and Agent from, any and all recording and filing legal fees and (e) to payexpenses of the Agents, indemnify, and hold harmless each Lender, each the Letter of Credit Issuer and each Agent and their respective Related Parties the Lenders (eachtaken as a whole), an “Indemnitee”) from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including to the reasonable and documented fees, disbursements fees reasonable and other charges documented out-of-pocket expenses of one primary counsel Xxxx Xxxxxxxx LLP (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 other counsel as may be agreed by the Administrative Agent and thereafter retains its own counselthe Borrower) and (x) if reasonably necessary, of another counsel to the affected Indemnitee), and one a single firm of local counsel in each appropriate relevant material 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 herebymaking of any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) (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 or to any actual or alleged presence, release or threatened release of Hazardous Materials involved or attributable to the operations of the Borrower, any of its Subsidiaries or any of the Real Estate (all the foregoing in this clause (e), collectively, the “indemnified liabilities”); provided that the Borrower shall have no obligation hereunder to any such Indemnitee with respect to indemnified liabilities to the extent such indemnified liabilities result from (i) the gross negligence or willful misconduct of such Indemnitee or its controlled Affiliates or its controlling persons or their respective officers, directors, employees, agents, advisors or members, in 150 each case, who are involved in the Transactions (as determined by a court of competent jurisdiction in a final and non-appealable decision), (ii) a material breach by such Indemnitee or one of its Affiliate of its funding obligations hereunder or (iii) disputes by and among such Indemnitees (other than any claims against any Agent, any other agent, arranger or bookrunner named on the cover page hereto, any Amendment Agent or any Letter of Credit Issuer in such capacities or fulfilling such roles or any similar role or with respect to acts or omissions taken in furtherance of or relating to such capacities or roles) to the extent such disputes do not arise from any act or omission of the Borrower or any of its Affiliates. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks, SyndTrak or other similar information transmissions systems in connection with this Agreement or the Transactions. No Indemnitee shall have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date). The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder.and

Payment of Expenses; Indemnification. The Borrower agrees (a) to pay or reimburse the Administrative Agent and the Amendment Agents Joint Lead Arrangers for all of their respective reasonable and documented out-of-pocket costs and expenses incurred in connection with the syndication of the Term Facilities (other than fees payable to syndicate members) and the development, preparation preparation, execution and execution of, and any amendment, supplement or modification to, 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 or invoiced fees, fees and disbursements and other charges of one counsel to the Administrative Agent (including one primary counsel and such local counsel as the Amendment Agents, and Administrative Agent may reasonably require in connection with local and collateral matters, but no more than one counsel in any relevant local jurisdiction) in connection with all of the foregoing, (b) to pay all reasonable out of pocket expenses incurred by any Letter of Credit Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (c) to pay or reimburse each Lender, the Administrative Agent and any other Agent the Joint Lead Arrangers for all its reasonable and documented their 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 (and in connection with the Term Loans made under this Agreement, including all such expenses incurred during any workout, restructuring or negotiations in respect of such Term Loans, including, without limitation, after the occurrence fees and during the continuance disbursements 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), counsel (including the reasonable fees, disbursements allocated fees and other charges expenses of one primary counsel (and, in in-house counsel) to each Lender and the case of an actual or perceived conflict of interest by an Administrative Agent, where the Agent affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another counsel to the affected Agent), and one local counsel in each appropriate jurisdiction (which may include one special counsel acting in multiple jurisdictions), (dc) to pay, indemnify, or reimburse each Lender, and the Administrative Agent for, and hold harmless each 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 (ed) to pay, indemnify, and hold harmless indemnify or reimburse each Lender, the Administrative Agent, each Letter of Credit Issuer and each Agent Joint Lead Arranger and their respective Related Parties affiliates, and their respective officers, directors, trustees, employees, advisors, agents and controlling Persons (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, 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 feesarising out of or in connection with any claim, disbursements and other charges of one primary counsel (and, in the case of an actual action or perceived conflict of interest by an Indemnitee, where the Indemnitee affected by such conflict informs the Borrower proceeding relating to or such conflict and thereafter retains its own counsel, of another counsel to the affected Indemnitee), and one local counsel in each appropriate jurisdiction (which may include one special counsel acting in multiple jurisdictions), otherwise with respect to the execution, delivery, enforcement, enforcement performance and administration of this Agreement, the other Credit Loan Documents and any such other documents, including the financing contemplated herebymaking of any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) (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 use of proceeds of the Term Loans or the violation of, noncompliance with or liability under, any Environmental Law or to any actual or alleged presence, release or threatened release of Hazardous Materials involved or attributable applicable to the operations of the Parent the Borrower, any of 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 (ed), collectively, the “indemnified liabilitiesIndemnified Liabilities”); provided that neither the Parent nor the Borrower shall have no any obligation hereunder to any such Indemnitee with respect to indemnified liabilities Indemnified Liabilities to the extent such indemnified liabilities result Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from (i) the bad faith, gross negligence or willful misconduct of of, such Indemnitee or its controlled Affiliates or its controlling persons or their respective affiliates, officers, directors, trustees, employees, agentsadvisors, advisors agents or memberscontrolling Persons. All amounts due under this Section 10.5 shall be payable promptly after receipt of a reasonably detailed invoice therefor. Statements payable by the Borrower pursuant to this Section 10.5 shall be submitted to the Borrower at the address thereof set forth in Section 10.2, in 150 each case, who are involved in or to such other Person or address as may be hereafter designated by the Transactions (as determined by a court of competent jurisdiction Borrower in a final and non-appealable decision), (ii) a material breach by such Indemnitee or one of its Affiliate of its funding obligations hereunder or (iii) disputes by and among such Indemnitees (other than any claims against any Agent, any other agent, arranger or bookrunner named on the cover page hereto, any Amendment Agent or any Letter of Credit Issuer in such capacities or fulfilling such roles or any similar role or with respect to acts or omissions taken in furtherance of or relating to such capacities or roles) written notice to the extent such disputes do not arise from any act or omission of the Borrower or any of its Affiliates. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks, SyndTrak or other similar information transmissions systems in connection with this Agreement or the Transactions. No Indemnitee shall have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date)Administrative Agent. The agreements in this Section 13.5 10.5 shall survive repayment of the Loans and all other amounts payable hereunderObligations.

Payment of Expenses; Indemnification. The Borrower agrees (a) to pay or reimburse the Administrative Agent and the Amendment Agents for all of their its reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation and execution and delivery of, and any amendment, waiver, supplement or modification to, this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable and documented or invoiced fees, disbursements and other charges of one Xxxxx Xxxxx LLP, in its capacity as counsel to the Administrative Agent and the Amendment AgentsAgent, and in connection with local and collateral matters, one counsel in each appropriate local jurisdiction (other than any relevant local jurisdictionallocated costs of in-house counsel), (b) to pay all reasonable out of pocket expenses incurred by any Letter of Credit Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (c) to pay or reimburse the Administrative Agent and any other Agent for all its reasonable and documented 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, 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)documents, including the reasonable fees, disbursements and other charges of one primary counsel (and, in the case of an actual or perceived conflict of interest by an Agent, where the Agent affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another counsel to the affected Administrative Agent), (c) to pay, indemnify, and one local counsel in hold harmless each appropriate jurisdiction (which may include one special counsel acting in multiple jurisdictions)Lender, Letter of Credit Issuer and the Administrative Agent from, any and all recording and filing fees and (d) to pay, indemnify, and hold harmless each Lender and Agent from, any and all recording and filing fees and (e) to pay, indemnify, and hold harmless each Lender, each Letter of Credit Issuer and each the Administrative Agent and their respective Related Parties (each, an “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, whether or not such proceedings are brought by the Borrower, any of its Related Parties or any other third Person, including reasonable and documented fees, disbursements and other charges of one primary counsel (for all such Persons, taken as a whole, and, if necessary, by a single firm of local counsel in the case of each appropriate jurisdiction for all such Persons, taken as a whole (unless there is an actual or perceived conflict of interest by an Indemniteein which case each such Person may, where with the Indemnitee affected by such conflict informs consent of the Borrower (not to be unreasonably withheld or such conflict and thereafter retains delayed) retain its own counsel, of another counsel to the affected 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 herebymaking of any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) (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 any trustee or advisor)) or to any actual or alleged presence, release or threatened release of Hazardous Materials involved involving or attributable to the operations of the Borrower, any of its Subsidiaries or any of the Real Estate Oil and Gas Properties (all the foregoing in this clause (ed), collectively, the “indemnified liabilitiesIndemnified Liabilities”); provided that the Borrower shall have no obligation hereunder to the Administrative Agent or any such Indemnitee Lender or any of their respective Related Parties with respect to indemnified liabilities Indemnified Liabilities to the extent such indemnified liabilities result it has been determined by a final non-appealable judgment of a court of competent jurisdiction to have resulted from (i) the gross negligence negligence, bad faith or willful misconduct of such Indemnitee the party to be indemnified or any of its controlled Affiliates or its controlling persons or their respective officersRelated Parties (IT BEING THE INTENTION OF THE PARTIES HERETO THAT EACH LENDER, directorsLETTER OF CREDIT ISSUER AND THE ADMINISTRATIVE AGENT AND THEIR RESPECTIVE RELATED PARTIES SHALL, employeesIN ALL CASES, agentsBE INDEMNIFIED FOR ITS ORDINARY COMPARATIVE, advisors or members, in 150 each case, who are involved in the Transactions (as determined by a court of competent jurisdiction in a final and non-appealable decisionCONTRIBUTORY OR SOLE NEGLIGENCE), (ii) a any material breach of any Credit Document by such Indemnitee or one of its Affiliate of its funding obligations hereunder the party to be indemnified or (iii) disputes by and among such Indemnitees (other than any claims against any Agentdisputes, any other agentclaims, arranger demands, actions, judgments or bookrunner named on the cover page hereto, any Amendment Agent or any Letter of Credit Issuer in such capacities or fulfilling such roles or any similar role or with respect to acts or omissions taken in furtherance of or relating to such capacities or roles) to the extent such disputes do suits not arise arising from any act or omission by the Borrower or its Affiliates, brought by an indemnified Person against any other indemnified Person (other than disputes, claims, demands, actions, judgments or suits involving claims against the Administrative Agent in its capacity as such). NO PERSON ENTITLED TO INDEMNIFICATION UNDER CLAUSE (D) OF THIS SECTION 13.5 SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY UNINTENDED RECIPIENTS OF ANY INFORMATION OR OTHER MATERIALS DISTRIBUTED BY IT THROUGH TELECOMMUNICATIONS, ELECTRONIC OR OTHER INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT OR THE OTHER CREDIT DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. THE TELECOMMUNICATIONS, ELECTRONIC OR OTHER INFORMATION TRANSMISSION SYSTEMS USED BY THE ADMINISTRATIVE AGENT IS PROVIDED “AS IS” AND “AS AVAILABLE.” NONE OF THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES WARRANT THE ADEQUACY OF SUCH TELECOMMUNICATIONS, ELECTRONIC OR OTHER INFORMATION TRANSMISSION SYSTEMS AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE COMMUNICATIONS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES IN CONNECTION WITH ANY COMMUNICATIONS OR ANY TELECOMMUNICATIONS, ELECTRONIC OR OTHER INFORMATION TRANSMISSION SYSTEMS. No Person entitled to indemnification under clause (d) of this Section 13.5, nor the Borrower or any of its Affiliates. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinksSubsidiaries, SyndTrak or other similar information transmissions systems in connection with this Agreement or the Transactions. No Indemnitee shall have any liability for any special, punitive, indirect indirect, exemplary 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 herewith or therewith (whether before or after the Closing Date); provided that the foregoing shall not negate the Borrower’s obligations with respect to Indemnified Liabilities. All amounts payable under this Section 13.5 shall be paid within 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. This Section 13.5 shall not apply with respect to any claims for Taxes which shall be governed exclusively by Section 5.4 and, to the extent set forth therein, Sections 2.10 and 3.5.

Payment of Expenses; Indemnification. The Borrower agrees Borrowers agree (a) to pay or reimburse the Administrative Agent and the Amendment Agents for all of their reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation preparation, execution and execution delivery of, and any amendment, 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 or invoiced fees, disbursements and other charges of one counsel to the Administrative Agent Xxxxxx & Xxxxxxx LLP and the Amendment Agents, and in connection with local and collateral matters, one counsel in any each relevant local jurisdiction, (b) to pay all reasonable out of pocket expenses incurred by any Letter of Credit Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (c) to pay or reimburse the Administrative Agent and any other each Agent for all its reasonable and documented out of pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents (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)documents, including the reasonable fees, disbursements and other charges of one primary counsel to the Administrative Agent, the Collateral Agent and the other Agents (and, in the case of unless there is an actual or perceived conflict of interest by an Agent, where the Agent affected by in which case each such conflict informs the Borrower of such conflict and thereafter retains Person may retain its own counsel, of another counsel to the affected Agent), and one local counsel in each appropriate jurisdiction (which may include one special counsel acting in multiple jurisdictions), (dc) to pay, indemnify, and hold harmless each Lender and Agent from, any and all recording and filing fees and (ed) to pay, indemnify, and hold harmless each Lender, each Letter of Credit Issuer Lender and each Agent and their respective Related Parties (eachAffiliates, an “Indemnitee”) directors, officers, employees and agents 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 fees, disbursements and other charges of one primary counsel and one local counsel in each relevant jurisdiction to such indemnified Persons (and, in the case of unless there is an actual or perceived conflict of interest by an Indemnitee, where or the Indemnitee affected by availability of different claims or defenses in which case each such conflict informs the Borrower or such conflict and thereafter retains Person may retain its own counsel), of another counsel related to the affected IndemniteeTransactions (including, without limitation, the solicitation of consents, the syndication of the Loans, Commitments and other extension of credit made hereunder, and any other actions contemplated under that certain (i) Engagement and Commitment Letter (the “Commitment Letter”), (ii) Fee Letter and one local counsel in (iii) Commitment and Fee Letter, each appropriate jurisdiction (which may include one special counsel acting in multiple jurisdictions)dated as of June 2, 2011 and entered into by and among the Parent Borrower, the Joint Lead Arrangers and Bookrunners and the other parties named therein) or, 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 herebymaking of any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) (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 any trustee or advisor)) or to any actual or alleged presence, release or threatened release of Hazardous Materials involved involving or attributable to the operations of the BorrowerBorrowers, any of its their Subsidiaries or any of the Real Estate (all the foregoing in this clause (ed), collectively, the “indemnified liabilities”); , provided that the Borrower Borrowers shall have no obligation hereunder to any such Indemnitee Agent or any Lender or any of their respective Affiliates, officers, directors, employees or agents with respect to indemnified liabilities to the extent such indemnified liabilities result it has been determined by a final non-appealable judgment of a court of competent jurisdiction to have resulted from (i) the gross negligence negligence, bad faith or willful misconduct of such Indemnitee or its controlled Affiliates or its controlling persons or their respective officers, directors, employees, agents, advisors or members, in 150 each case, who are involved in the Transactions (as determined by a court of competent jurisdiction in a final and non-appealable decision), (ii) a material breach by such Indemnitee or one of its Affiliate of its funding obligations hereunder or (iii) disputes by and among such Indemnitees (other than any claims against any Agent, any other agent, arranger or bookrunner named on the cover page hereto, any Amendment Agent or any Letter of Credit Issuer in such capacities or fulfilling such roles or any similar role or with respect party to acts or omissions taken in furtherance of or relating to such capacities or roles) to the extent such disputes do not arise from any act or omission of the Borrower be indemnified or any of its Affiliates, officers, directors, employees or agents or (ii) any material breach of any Credit Document by the party to be indemnified. No Indemnitee Person entitled to indemnification under clause (d) of this Section 14.5 shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks, SyndTrak the Platform or other similar information transmissions transmission systems in connection with this Agreement or the Transactions. No Indemnitee Agreement, nor shall any such Person have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Restatement Effective Date). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 14.5 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 indemnification under clause (d) of this Section 14.5 is otherwise a party thereto. All amounts payable under this Section 14.5 shall be paid within ten Business Days of receipt by either Borrower of an invoice relating thereto setting forth such expense in reasonable retail. The agreements in this Section 13.5 14.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses; Indemnification. The Borrower agrees (a) if the Acquisition Date occurs, to pay or reimburse the Administrative Agent and the Amendment Agents for all of their reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation and execution and delivery of, and any amendment, waiver, 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 thereby, including the reasonable and documented or invoiced fees, disbursements and other charges of one Xxxxxx Xxxxxx & Xxxxxxx LLP, in their capacity as counsel to the Administrative Agent and the Amendment Agents, and in connection with local and collateral matters, one counsel in each appropriate local jurisdiction (excluding any relevant local jurisdictionallocated costs of in-house counsel), (b) to pay all reasonable out of pocket expenses incurred by any Letter of Credit Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (c) to pay or reimburse the Administrative Agent and any other each Agent for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Loan Documents and any such other documents (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)documents, including the reasonable fees, disbursements and other charges of one primary counsel to the Administrative Agent and the Collateral Agent (and, in the case of unless there is an actual or perceived conflict of interest by an Agentin which case each such Person may, where with the Agent affected by such conflict informs the Borrower of such conflict and thereafter retains Borrower’s consent (not to be unreasonably withheld or delayed), retain its own counsel, of another counsel to the affected Agent), (c) to pay, indemnify, and one local counsel in hold harmless each appropriate jurisdiction (which may include one special counsel acting in multiple jurisdictions)Agent from, any and all recording and filing fees and (d) to pay, indemnify, and hold harmless each Lender and Agent from, any and all recording and filing fees and (e) to pay, indemnify, and hold harmless each Lender, each Letter of Credit Issuer and each Agent and their respective Related Parties (each, an “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, whether or not such proceedings are brought by the Borrower, any of its Related Parties or any other third Person, including reasonable and documented fees, disbursements and other charges of one primary counsel (for all such Persons, taken as a whole, and, if necessary, by a single firm of local counsel in the case of each appropriate jurisdiction for all such Persons, taken as a whole (unless there is an actual or perceived conflict of interest by an Indemniteein which case each such Person may, where with the Indemnitee affected by such conflict informs consent of the Borrower (not to be unreasonably withheld or such conflict and thereafter retains delayed), retain its own counsel, of another counsel to the affected Indemnitee), and one local counsel in each appropriate jurisdiction (which may include one special counsel acting in multiple jurisdictions), with respect to (i) the execution, delivery, enforcement, performance and administration of this Agreement, the other Credit Loan Documents and any such other documents, including the financing contemplated herebymaking of any Loan documents or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit ii) if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) (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 underAcquisition Date occurs, any Environmental Law or to any actual or alleged presence, release or threatened release of Hazardous Materials involved Claims involving or attributable to the actions, omissions or current or former operations or properties of the Borrower, any of its Subsidiaries or any of the Real Estate Oil and Gas Properties (all the foregoing in this clause (ed), collectively, the “indemnified liabilitiesIndemnified Liabilities”); provided that the Borrower shall have no obligation hereunder to any such Indemnitee Agent or any Lender or any of their respective Related Parties with respect to indemnified liabilities Indemnified Liabilities to the extent such indemnified liabilities result from (i1) the gross negligence or willful misconduct of such Indemnitee or its controlled Affiliates or its controlling persons or their respective officers, directors, employees, agents, advisors or members, in 150 each case, who are involved in the Transactions (as determined found by a court of competent jurisdiction in a final and non-appealable decision)judgment to have resulted from (i) the gross negligence, bad faith or willful misconduct of the party to be indemnified or (ii) a any material breach of any Loan Document by such Indemnitee or one of its Affiliate of its funding obligations hereunder the party to be indemnified or (iii2) disputes by and among such Indemnitees (other than any claims against any Agentarising from disputes, any other agentclaims, arranger demands, actions, judgments or bookrunner named on the cover page hereto, any Amendment Agent or any Letter of Credit Issuer in such capacities or fulfilling such roles or any similar role or with respect to acts or omissions taken in furtherance of or relating to such capacities or roles) to the extent such disputes do suits not arise arising from any act or omission of by the Borrower or any of its Affiliates, brought by an indemnified Person against any other indemnified Person (other than disputes, claims, demands, actions, judgments or suits involving claims against any Agent in its capacity as such). No Indemnitee Person entitled to indemnification under clause (d) of this Section 9.05 shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinksinternet, SyndTrak electronic, telecommunications or other similar information transmissions transmission systems (including IntraLinks or SyndTrak Online) in connection with this Agreement or any other Loan Document, except to the Transactions. No Indemnitee extent that such damages have resulted from the gross negligence, bad faith or willful misconduct of the party to be indemnified or any of its Related Parties (as determined by a court of competent jurisdiction in a final and non-appealable decision), nor shall any such Person have any liability for any special, punitive, indirect or consequential damages (including, without limitation, any loss of profits, business or anticipated savings) relating to this Agreement or any other Credit Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Effective Date). The agreements in this Section 13.5 9.05 shall survive repayment of the Loans and all other amounts payable hereunder. This Section 9.05 shall not apply with respect to any Taxes other than Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever resulting from a non-Tax claim, which shall be governed exclusively by Section 2.17 and, to the extent set forth therein, Section 2.10.

Payment of Expenses; Indemnification. The Except with respect to Taxes which are addressed in Section 2.20, the Borrower agrees (a) to pay or reimburse the Administrative each Agent and the Amendment Agents 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 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 in connection with the development, preparation and execution of, and any amendment, 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 or invoiced fees, disbursements and other charges of one counsel to the Administrative Agent and the Amendment Agents, and in connection with local and collateral matters, one counsel in any relevant local jurisdiction, (b) to pay all reasonable out of pocket expenses incurred by any Letter of Credit Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (c) to pay or reimburse the Administrative Agent and any other Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Loan Documents and any such other documents referred to in Section 10.5(a) above (includingincluding all such costs and expenses incurred in connection with any legal proceeding, without limitation, after the occurrence and during the continuance of a Default including any proceeding under any Debtor Relief Law or Event of Default and in connection with any workout or restructuring or proceeding under the Bankruptcy Code or any other Debtor Relief Lawrestructuring), including the reasonable feesdocumented fees and disbursements of a single firm of counsel and, disbursements if necessary, a single firm of special regulatory counsel and other charges a single firm of one primary local counsel (per material jurisdiction as may reasonably be necessary, for the Agents and the Lenders, taken as a whole and, in the case event of an actual or perceived conflict of interest by an Agentinterest, where the Agent or Lender affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, one additional counsel for each Lender or Agent or group of another counsel Lenders or Agents subject to the affected Agent), such conflict and one local counsel in each appropriate jurisdiction (which may include one special counsel acting in multiple jurisdictions), (dc) 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 indemnify or reimburse each Lender, each Letter of Credit Issuer and Agent, each Agent Issuing Lender, each Lead Arranger, each Joint Bookrunner and their respective Related Parties Affiliates, and their respective partners that are natural persons, members that are natural persons, officers, directors, employees, trustees, advisors, agents and controlling Persons (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, 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 feesarising out of or in connection with any claim, disbursements and other charges of one primary counsel (and, in the case of an actual action or perceived conflict of interest by an Indemnitee, where the Indemnitee affected by such conflict informs the Borrower proceeding relating to or such conflict and thereafter retains its own counsel, of another counsel to the affected Indemnitee), and one local counsel in each appropriate jurisdiction (which may include one special counsel acting in multiple jurisdictions), otherwise with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Credit Loan Documents and any such other documentsdocuments referred to in Section 10.5(a) above and the transactions contemplated hereby and thereby, including the financing contemplated herebymaking of any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) (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 use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law or to any actual or alleged presence, release or threatened release of Hazardous Materials involved or attributable applicable to the operations of the Borrower, any of 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 Borrower hereunder (all the foregoing in this clause (ec), collectively, the “indemnified liabilitiesIndemnified Liabilities”); provided that that, the Borrower shall not have no any obligation hereunder to any such Indemnitee with respect to indemnified liabilities Indemnified Liabilities to the extent such indemnified liabilities result Indemnified Liabilities have resulted from (i) the gross negligence or negligence, bad faith, willful misconduct or material breach of the Loan Documents of such Indemnitee or its controlled Affiliates or its controlling persons or their respective officers, directors, employees, agents, advisors or members, in 150 each case, who are involved in the Transactions (Related Persons as determined by a court of competent jurisdiction in a final and non-appealable decisiondecision (or settlement tantamount thereto), (ii) a material breach of the Loan Documents by such Indemnitee or one its Related Persons as determined by a court of its Affiliate of its funding obligations hereunder competent jurisdiction in a final non-appealable decision (or settlement tantamount thereto) or (iii) disputes by and solely among such Indemnitees or their Related Persons (other than any claims against any Agent, any other agent, arranger or bookrunner named on it being understood that this clause (iii) shall not apply to the cover page hereto, any Amendment indemnification of an Agent or any Letter of Credit Issuer Lead Arranger in a suit involving an Agent or Lead Arranger in its capacity as such capacities or fulfilling such roles or any similar role or with respect to acts or omissions taken in furtherance of or relating to such capacities or roles) to the extent such disputes do that does not arise from any involve an act or omission of the by any Parent Company, Investor, Borrower or any of its AffiliatesSubsidiaries as determined by a court of competent jurisdiction in a final non-appealable decision (or settlement tantamount thereto)). No For purposes hereof, a “Related Person” of an Indemnitee means (i) if the Indemnitee is any Agent or any of its Affiliates or their respective partners that are natural persons, members that are natural persons, officers, directors, employees, agents and controlling Persons, any of such Agent and its Affiliates and their respective officers, directors, employees, agents and controlling Persons; provided that solely for purposes of Section 9, references to each Agent’s Related Persons shall also include such Agent’s trustees and advisors, and (ii) if the Indemnitee is any Lender or any of its Affiliates or their respective partners that are natural persons, members that are natural persons, officers, directors, employees, agents and controlling Persons, any of such Lender and its Affiliates and their respective officers, directors, employees, agents and controlling Persons. All amounts due under this Section 10.5 shall be liable for any damages arising from payable promptly after receipt of a reasonably detailed invoice therefor. Statements payable by the use by others of any information or other materials obtained through IntraLinks, SyndTrak or other similar information transmissions systems in connection with this Agreement or the Transactions. No Indemnitee shall have any liability for any special, punitive, indirect or consequential damages relating Borrower pursuant to this Agreement Section 10.5 shall be submitted to the Borrower at the address thereof set forth in Section 10.2, or any to such other Credit Document Person or arising out of its activities address as may be hereafter designated by the Borrower in connection herewith or therewith (whether before or after a written notice to the Closing Date)Administrative Agent. The agreements in this Section 13.5 10.5 shall survive repayment of the Loans and all other amounts payable hereunderObligations.

Payment of Expenses; Indemnification. (a) The Borrower agrees (ai) to pay or reimburse each of the Administrative Agent Agents, each of the Arrangers and the Amendment Syndication Agents for all of their reasonable and documented out-of-pocket costs and expenses incurred in connection with the syndication of the Revolving Loan Facility (other than fees payable to syndicate members) and the development, negotiation, preparation and 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 thereby, including the reasonable and documented or invoiced fees, fees and disbursements and other charges of one a single law firm as counsel to the Administrative Agent Agents, the Arrangers and the Amendment Syndication Agents and one local counsel to the Agents, and in connection with local and collateral matterstaken as a whole, one counsel in any relevant local jurisdictionjurisdiction and the charges of any Platform, (b) to pay all reasonable out of pocket expenses incurred by any Letter of Credit Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (cii) to pay or reimburse each Lender, each Issuing Bank and the Administrative Agent and any other Agent Agents for all its 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 Loan Documents and any such other documents (includingprepared in connection herewith or therewith, without limitationincluding all costs and expenses incurred during any legal proceeding, after including any proceeding under any Bankruptcy Laws, the occurrence reasonable and during the continuance documented fees and disbursements of a Default or Event of Default and in connection with any workout or restructuring or proceeding under the Bankruptcy Code or any other Debtor Relief Law), including the reasonable fees, disbursements and other charges of one primary counsel (and, in the case of an actual or perceived conflict of interest by an Agent, where the Agent affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another single law firm as counsel to the affected Agent)Lenders and the Agents taken as a whole, special aircraft counsel (to the extent applicable) and one local counsel to the Lenders and the Agents taken as a whole in any relevant material jurisdiction (or, with respect to enforcement, any relevant jurisdiction) and, if a conflict exists among such Persons, one additional primary counsel and, if necessary or advisable, one local counsel in each appropriate jurisdiction (which may include one special counsel acting in multiple jurisdictions)relevant jurisdiction, (diii) to pay, indemnify, or reimburse each Lender, each Issuing Bank and the Agents for, and hold harmless each Lender and Agent the Agents harmless from, any and all reasonable recording and filing fees and any and all reasonable liabilities with respect to, or resulting from any delay in paying Other Taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of 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 (eiv) to pay, indemnify, and hold harmless indemnify or reimburse each Lender, each Letter of Credit Issuer and Issuing Bank, each Agent Agent, each Arranger, each Syndication Agent, their respective affiliates, and their respective Related Parties officers, directors, trustees, employees, advisors, agents and controlling persons (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, claims (including Environmental Claims), actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable and documented fees, disbursements and other charges of one primary counsel whatsoever (andlimited to, 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, the reasonable and documented fees and disbursements of another a single law firm as counsel to the affected Indemnitee), Indemnitees taken as a whole and one local counsel to the Indemnitees taken as a whole in any relevant jurisdiction and, if a conflict exists among such Persons, one additional primary counsel and, if necessary or advisable, one local counsel (plus if applicable, any additional counsel in the event of a conflict) in each appropriate jurisdiction relevant jurisdiction) whether direct, indirect, special or consequential, incurred by an Indemnitee or asserted against any Indemnitee arising out of, in connection with, or as a result of (which may include one special counsel acting in multiple jurisdictions), with respect to A) the execution, delivery, enforcement, performance and administration enforcement or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the other Credit Documents and any such other documentsperformance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, including the financing contemplated herebymaking of (B) any Loan or Letter of Credit the use or the proposed use of the proceeds therefrom thereof, (including C) any refusal actual or alleged presence or Release of Hazardous Materials on, at, under or from any property owned, occupied or operated by the Issuing Bank Borrower or any of its Subsidiaries, or any liability under any Environmental Law related in any way to honor a demand for payment under a Letter the Borrower or any of Credit if its Subsidiaries or any of their respective properties, or (D) any actual or prospective claim, litigation, investigation or proceeding relating to any of the documents presented in connection with such demand do not strictly comply with foregoing, whether based on contract, tort or any other theory, whether brought by any third party or by the terms of such Letter of Credit) (Borrower or any other Loan Party, and 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 or to any actual or alleged presence, release or threatened release of Hazardous Materials involved or attributable to the operations of the Borrower, any of its Subsidiaries or any of the Real Estate (all the foregoing in this clause (eiv), collectively, the “indemnified liabilitiesIndemnified Liabilities”), but excluding, in each case, Taxes other than any Taxes that represent losses, claims or damages arising from a non-tax claim; provided that the Borrower shall have no obligation hereunder to any such Indemnitee with respect to indemnified liabilities Indemnified Liabilities to the extent such indemnified liabilities result from Indemnified Liabilities (ix) the gross negligence or willful misconduct are found by a final and nonappealable decision of such Indemnitee or its controlled Affiliates or its controlling persons or their respective officers, directors, employees, agents, advisors or members, in 150 each case, who are involved in the Transactions (as determined by a court of competent jurisdiction in a final and non-appealable decision)to have resulted from the gross negligence, (ii) a bad faith, willful misconduct or material breach by of its obligations under this Agreement of such Indemnitee or one of its Affiliate of its funding obligations hereunder or (iiiy) disputes by and among such Indemnitees (other than any claims against any Agent, any other agent, arranger or bookrunner named on the cover page hereto, any Amendment Agent or any Letter of Credit Issuer in such capacities or fulfilling such roles or any similar role or with respect to acts or omissions taken in furtherance of or relating to such capacities or roles) to the extent such disputes do not arise resulted from any dispute that does not involve an act or omission of by the Borrower or any of its Affiliatesaffiliates, shareholders, partners or other equity holders and that is brought by an Indemnitee against another Indemnitee other than any claims against an Indemnitee in its capacity or in fulfilling its role as the Administrative Agent, an Arranger or a Syndication Agent under the Revolving Loan Facility. No Indemnitee shall be liable for any damages arising from the use by others unauthorized persons of any information or other materials obtained sent through IntraLinkselectronic, SyndTrak telecommunications or other similar information transmissions transmission systems in connection with this Agreement or the Transactions. No Indemnitee shall have any liability for any special, punitiveindirect, indirect consequential or consequential punitive damages relating in connection with the Revolving Loan Facility. Without limiting the foregoing, and to this Agreement the extent permitted by applicable Law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries so to waive, all rights for contribution or any other Credit Document rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or arising out nature, under or related to Environmental Laws, that any of its activities them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 9.5 shall be payable not later than 30 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 9.5 shall be submitted to the Borrower at the address of the Borrower set forth in connection herewith Section 9.2, or therewith (whether before to such other Person or after address as may be hereafter designated by the Closing Date)Borrower in a notice to the Administrative Agent. 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.

Payment of Expenses; Indemnification. The Borrower agrees (a) Each of Holdings and the Borrowers, jointly and severally, agree (i) to pay or reimburse each of the Administrative Agent and the Amendment Agents for all of their reasonable and documented out-of-pocket costs and expenses (without duplication) incurred in connection with the development, preparation preparation, execution and execution delivery of, and any amendment, supplement or supplement, modification to, waiver and/or enforcement 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 -207- reasonable and documented or invoiced fees, disbursements and other charges of one Xxxxxx Xxxxxx & Xxxxxxx llp (or such other counsel to as may be agreed by the Administrative Agent and the Amendment Agents, and in connection with local and collateral mattersBorrowers), one counsel in any each relevant local jurisdictionjurisdiction with the consent of the Borrowers (such consent not to be unreasonably withheld or delayed), (bii) to pay all reasonable out of pocket expenses incurred by or reimburse each Agent or any Letter of Credit Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (c) to pay or reimburse the Administrative Agent and any other Agent for all its 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, 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)documents, including the reasonable fees, disbursements and other charges of one primary 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 Borrowers’ consent (such consent not to be unreasonably withheld or delayed (which may include a single special counsel acting in multiple jurisdictions), (iii) to pay or reimburse all reasonable out-of-pocket expenses incurred by the Letter of Credit Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iv) to pay, indemnify and hold harmless each 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, expenses, disbursements and other charges of one firm of counsel for all Indemnified Persons, taken as a whole (and, in the case of an actual or perceived conflict of interest by an Agent, where the Agent Indemnified Person affected by such conflict informs notifies the Borrower Borrowers of any existence of such conflict and thereafter retains 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 to the for such affected AgentIndemnified Person), and to the extent required, one firm or local counsel in each appropriate relevant jurisdiction (which may include one a single special counsel acting in multiple jurisdictions), (d) to pay, indemnify, and hold harmless each Lender and Agent from, any and all recording and filing fees and (e) to pay, indemnify, and hold harmless each Lender, each Letter of Credit Issuer and each Agent and their respective Related Parties (each, an “Indemnitee”) from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind such Indemnified Person arising out of or nature whatsoeverrelating to any action, including reasonable and documented feesclaim, disbursements and litigation, investigation or other charges proceeding (regardless of one primary counsel (andwhether such Indemnified Person is a party thereto), in the case of an actual arising out of, 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 with respect to the affected Indemnitee), and one local counsel in each appropriate jurisdiction (which may include one special counsel acting in multiple jurisdictions), with respect Transactions or to the execution, delivery, enforcement, performance and administration of this Agreement, the other Credit Documents and any such other documents, including the financing contemplated herebymaking of any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) (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 or to any actual or alleged presence, release Release or threatened release Release of Hazardous Materials involved or attributable to the operations of the Borrower, Holdings or any of its Subsidiaries or any of the Real Estate (all the foregoing in this clause (eiii), regardless of whether brought by Holdings, any of its subsidiaries or any other Person collectively, the “indemnified liabilitiesIndemnified Liabilities”); provided that Holdings and the Borrower Borrowers shall have no obligation hereunder to any such Indemnitee Indemnified Person with respect to indemnified liabilities to the extent such indemnified liabilities result arising from (i) the gross negligence negligence, bad faith or willful misconduct of such Indemnitee Indemnified Person or any of its controlled Affiliates or its controlling persons or their respective officers, directors, employees, agents, advisors or members, in 150 each case, who are involved in the Transactions (Related Parties as determined by a court of competent jurisdiction in a final and non-appealable decision)judgment of a court of competent jurisdiction, (ii) a material breach of the obligations of such Indemnified Person or any of its Related Parties under the terms of this Agreement by such Indemnitee Indemnified Person or one any of its Affiliate Related Parties as determined in a final and non-appealable judgment of its funding obligations hereunder a court of competent jurisdiction, or (iii) disputes by any proceeding between and among such Indemnitees (other than any claims against any AgentIndemnified Persons that does not involve an act or omission by Holdings, any other agentthe Borrowers or their Restricted Subsidiaries; provided the Agents, arranger or bookrunner named on the cover page hereto, any Amendment Agent or any Letter of Credit Issuer in such capacities or fulfilling such roles or any similar role or with respect to acts or omissions taken in furtherance of or relating to such capacities or roles) to the extent acting in their capacity as such, shall remain indemnified in respect of such disputes do not arise from any act or omission proceeding, to the extent that neither of the Borrower exceptions set forth in clause (i) or any (ii) of its Affiliates. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks, SyndTrak or other similar information transmissions systems in connection with this Agreement or the Transactions. No Indemnitee shall have any liability for any special, punitive, indirect or consequential damages relating immediately preceding proviso applies to this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date)such person at such time. The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder. This Section 13.5 shall not apply with respect to Taxes, other than any Taxes that represent losses, claims, damages, liabilities, obligations, penalties, actions, judgments, suits, costs, expenses or disbursements arising from any non-Tax claim.

Payment of Expenses; Indemnification. (a) The Borrower agrees (ai) to pay or reimburse the Administrative each Agent and the Amendment Agents each Arranger for all of their reasonable and documented out-of-pocket costs and expenses incurred in connection with the syndication of the Term Loan Facility and the development, negotiation, preparation and 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 thereby, including limited in the case of counsel fees to the reasonable and documented or invoiced fees, fees and disbursements and other charges of one a single law firm as counsel to the Administrative Agent Agents and the Amendment Arrangers and one local counsel to the Agents, and in connection with local and collateral matterstaken as a whole, one counsel in any relevant local jurisdictionjurisdiction and the charges of any Platform, (b) to pay all reasonable out of pocket expenses incurred by any Letter of Credit Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (cii) to pay or reimburse the Administrative Agent and any other Agent Agents for all its 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 Loan Documents and any other documents prepared in connection herewith or therewith, including documentary taxes associated with the Term Loan Facility and all costs and expenses incurred during any legal proceeding, including any proceeding under any Bankruptcy Laws, limited in the case of counsel fees to the reasonable and documented fees and disbursements of a single law firm as counsel to the Agents taken as a whole, and one local counsel to the Agents taken as a whole in any relevant material jurisdiction (or, with respect to enforcement, any relevant jurisdiction) and, if a conflict exists among such Persons, one additional primary counsel and, if necessary or advisable, one local counsel in each relevant jurisdiction but excluding, in each case, Taxes except to the extent such Taxes (A) represent liabilities, obligations, penalties, demands, actions, losses, claims or damages arising from a non-Tax claim, (B) constitute Non-Excluded Taxes or (C) are otherwise indemnifiable Taxes under the Loan Documents, (iii) to pay, indemnify, or reimburse the Agents for; and hold the Agent harmless from, any and all reasonable and documented recording and filing fees, if any, which may be payable or determined to be payable in connection with the execution and delivery of or consummation 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 (including, without limitation, after the occurrence and during the continuance of a Default or Event of Default and in connection with any workout or restructuring or proceeding under the Bankruptcy Code or any other Debtor Relief Law), including the reasonable fees, disbursements and other charges of one primary counsel (and, in the case of an actual or perceived conflict of interest by an Agent, where the Agent affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another counsel to the affected Agent), and one local counsel in each appropriate jurisdiction (which may include one special counsel acting in multiple jurisdictions), (div) 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 indemnify or reimburse each Lender, each Letter of Credit Issuer and each Agent Agent, the Arrangers, and their respective Related Parties affiliates, and their respective officers, directors, members, partners, employees, advisors, agents, controlling persons and other representatives (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, claims (including Environmental Claims), actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable and documented fees, disbursements and other charges of one primary counsel whatsoever (andlimited to, 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, the reasonable and documented fees and disbursements of another a single law firm as counsel to the affected Indemnitee), Indemnitees taken as a whole 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 herebymaking of any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor Indemnitees taken as a demand for payment under a Letter of Credit if the documents presented whole in connection with such demand do not strictly comply with the terms of such Letter of Credit) (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 or to any actual or alleged presence, release or threatened release of Hazardous Materials involved or attributable to the operations of the Borrower, any of its Subsidiaries or any of the Real Estate (all the foregoing in this clause (e), collectively, the “indemnified liabilities”); provided that the Borrower shall have no obligation hereunder to any such Indemnitee with respect to indemnified liabilities to the extent such indemnified liabilities result from (i) the gross negligence or willful misconduct of such Indemnitee or its controlled Affiliates or its controlling persons or their respective officers, directors, employees, agents, advisors or members, in 150 each case, who are involved in the Transactions (as determined by a court of competent jurisdiction in a final and non-appealable decision), (ii) a material breach by such Indemnitee or one of its Affiliate of its funding obligations hereunder or (iii) disputes by and among such Indemnitees (other than any claims against any Agent, any other agent, arranger or bookrunner named on the cover page hereto, any Amendment Agent or any Letter of Credit Issuer in such capacities or fulfilling such roles or any similar role or with respect to acts or omissions taken in furtherance of or relating to such capacities or roles) to the extent such disputes do not arise from any act or omission of the Borrower or any of its Affiliates. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks, SyndTrak or other similar information transmissions systems in connection with this Agreement or the Transactions. No Indemnitee shall have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date). The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder.any

Payment of Expenses; Indemnification. (a) The Borrower agrees (ai) if the Closing Date occurs, to pay or reimburse the Administrative Agent and the Amendment other Agents and the Lead Arranger and Bookrunner for all of their reasonable and documented out-of-pocket costs and expenses incurred in connection with the developmentpreparation, preparation negotiation, syndication and execution of, and any amendment, supplement or modification to, of this Agreement and the other Credit Documents Documents, and any amendment, waiver, consent or other documents prepared in connection herewith modification of the provisions hereof and thereof (whether or therewithnot the transactions contemplated thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs, which shall be limited to Xxxxxx & Xxxxxx L.L.P. and one local counsel as reasonably necessary in any relevant jurisdiction material to the interests of the Lenders taken as a whole (and solely in the case of an actual conflict of interest, one additional counsel and (if reasonably necessary) one local counsel in each relevant jurisdiction to the affected Indemnitees similarly situated) and (ii) after the Closing Date, to pay or reimburse the Administrative Agent for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement of any rights or invoiced feesremedies under this Agreement or the other Credit Documents (including all such costs and expenses incurred during any legal proceeding, disbursements including any bankruptcy or insolvency proceeding, and other charges including all respective Attorney Costs, which shall be limited to Attorney Costs of one counsel to the Administrative Agent and the Amendment Agents, Lenders taken as a whole and in connection with one local and collateral matters, one counsel as reasonably necessary in any relevant local jurisdiction, (b) jurisdiction material to pay all reasonable out the interests of pocket expenses incurred by any Letter of Credit Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (c) to pay or reimburse the Administrative Agent Lenders taken as a whole and any other Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents (including, without limitation, after the occurrence and during the continuance of a Default or Event of Default and in connection with any workout or restructuring or proceeding under the Bankruptcy Code or any other Debtor Relief Law), including the reasonable fees, disbursements and other charges of one primary counsel (and, solely in the case of an actual or perceived conflict of interest by an Agentinterest, where the Agent affected by such conflict informs the Borrower of such conflict one additional counsel and thereafter retains its own counsel, of another counsel to the affected Agent), and (if reasonably necessary) one local counsel in each appropriate relevant jurisdiction (which may include one special counsel acting in multiple jurisdictions), (d) to pay, indemnify, and hold harmless each Lender and Agent from, any and all recording and filing fees and (e) to pay, indemnify, and hold harmless each Lender, each Letter of Credit Issuer and each Agent and their respective Related Parties (each, an “Indemnitee”) from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable and documented fees, disbursements and other charges of one primary counsel (and, in the case of an actual or perceived conflict of interest by an Indemnitee, where the Indemnitee affected by such conflict informs the Borrower or such conflict and thereafter retains its own counsel, of another counsel to the affected 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 herebymaking of any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) (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 or to any actual or alleged presence, release or threatened release of Hazardous Materials involved or attributable to the operations of the Borrower, any of its Subsidiaries or any of the Real Estate (all the foregoing in this clause (e), collectively, the “indemnified liabilities”); provided that the Borrower shall have no obligation hereunder to any such Indemnitee with respect to indemnified liabilities to the extent such indemnified liabilities result from (i) the gross negligence or willful misconduct of such Indemnitee or its controlled Affiliates or its controlling persons or their respective officers, directors, employees, agents, advisors or members, in 150 each case, who are involved in the Transactions (as determined by a court of competent jurisdiction in a final and non-appealable decision), (ii) a material breach by such Indemnitee or one of its Affiliate of its funding obligations hereunder or (iii) disputes by and among such Indemnitees (other than any claims against any Agent, any other agent, arranger or bookrunner named on the cover page hereto, any Amendment Agent or any Letter of Credit Issuer in such capacities or fulfilling such roles or any similar role or with respect to acts or omissions taken in furtherance of or relating to such capacities or roles) to the extent such disputes do not arise from any act or omission of the Borrower or any of its Affiliates. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks, SyndTrak or other similar information transmissions systems in connection with this Agreement or the Transactions. No Indemnitee shall have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Datesimilarly situated). The agreements in this Section 13.5 shall survive the repayment of all other Obligations. All amounts due under this Section 13.5 shall be paid within thirty (30) days after written demand therefor (together with backup documentation supporting such reimbursement request); provided that, with respect to the Loans and Closing Date, all amounts due under this Section 13.5 shall be paid on the Closing Date solely to the extent invoiced to the Borrower within two (2) Business Days prior to the Closing Date. If any Credit Party fails to pay when due any costs, expenses or other amounts payable hereunderby it hereunder or under any Credit Document, such amount may be paid on behalf of such Credit Party by the Administrative Agent in its discretion.

Payment of Expenses; Indemnification. (a) The Borrower agrees agrees, within thirty (a30) days after receipt of a written request therefor, together with any supporting documentation reasonably requested by the Borrower, (i) to pay or reimburse each of the Administrative Agent and the Amendment Agents for all of their reasonable and documented out-of-pocket costs and expenses (without duplication) incurred in connection with the development, preparation preparation, execution and execution delivery of, and any amendment, supplement or supplement, modification to, waiver and/or enforcement 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 therebythereby (limited, including in the case of legal fees, costs and expenses, to the reasonable and documented or invoiced fees, disbursements and other charges of one Xxxxxx & Xxxxxxx LLP (or such other counsel to as may be agreed by the Administrative Agent and the Amendment AgentsBorrower) and, and in connection with local and collateral mattersif reasonably necessary, one firm of local counsel in any each relevant material local jurisdictionjurisdiction with the consent of the Borrower (such consent not to be unreasonably withheld or delayed) (which may include a single special counsel acting in multiple jurisdictions)), (bii) to pay all reasonable out of pocket expenses incurred by or reimburse each Agent, any Letter of Credit Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (c) to pay or reimburse the Administrative Agent and any other Agent Lender for all its 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 (includinglimited, without limitationin the case of legal fees, after the occurrence costs 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)expenses, including to the reasonable fees, disbursements and other charges of one primary firm or counsel (to such Persons, and, in the case of an actual if reasonably necessary, one firm or perceived conflict of interest by an Agent, where the Agent affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another counsel to the affected Agent), and one local counsel in each appropriate relevant material local jurisdiction with the consent of the Borrower (such consent not to be unreasonably withheld or delayed) (which may include one a single special counsel acting in multiple jurisdictions)) (and, solely in the case of any actual or reasonably perceived conflict of interest where the Person affected by such conflict notifies the Borrower of the existence of such conflict, one additional counsel for all similarly situated and affected Persons taken as a whole), (diii) to pay or reimburse all reasonable out-of-pocket expenses incurred by the Letter of Credit Issuers in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder (limited, in the case of legal fees, costs and expenses, to the reasonable fees, disbursements and other charges of one firm or counsel to the Letter of Credit Issuers, and, if reasonably necessary, one firm or local counsel in each relevant material local jurisdiction with the consent of the Borrower (such consent not to be unreasonably withheld or delayed) (which may include a single special counsel acting in multiple jurisdictions)), and (iv) to pay, indemnify, and hold harmless each Lender and Agent from, any and all recording and filing fees and (e) to pay, indemnify, indemnify and hold harmless each Lender, each Agent, the Letter of Credit Issuer and each Agent and their respective Related Parties (each, an without duplication) (the “IndemniteeIndemnified Persons”) from and against any and all other losses, claims, damages, liabilities, obligations, losses, damages, penaltiesdemands, actions, judgments, suits, costs, expenses expenses, disbursements or disbursements penalties of any kind or nature whatsoever, including reasonable and documented fees, disbursements and other charges whatsoever of one primary counsel (andany such Indemnified Person, in the case of an actual or perceived conflict of interest by an Indemniteeeach case, where the Indemnitee affected by such conflict informs the Borrower or such conflict and thereafter retains its own counsel, of another counsel to the affected Indemniteeextent arising out of or relating to any action, claim, litigation, investigation or other proceeding (regardless of whether such Indemnified Person is a party thereto), and one local counsel in each appropriate jurisdiction (which may include one special counsel acting in multiple jurisdictions)arising out of, or with respect to the Transactions or to the execution, delivery, enforcement, performance and administration of this Agreement, Agreement and the other Credit Documents and any such other documents, including the financing contemplated herebymaking of any Loan or Letter of Credit or the use of the proceeds therefrom (of any credit extension hereunder, including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) (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 or to any actual or alleged presence, release Release or threatened release Release of Hazardous Materials involved or attributable to the operations Borrower or any of its Subsidiaries (limited, in the case of legal fees, costs and expenses, to the reasonable fees, disbursements and other charges of one firm or counsel to all Indemnified Persons taken as a whole (and, solely in the case of an actual or reasonably perceived conflict of interest where the Indemnified Person affected by such conflict notifies the Borrower of the existence of such conflict, one additional counsel for all similarly situated and affected Indemnified Persons taken as a whole), and, if reasonably necessary, one firm or local counsel in each relevant material local jurisdiction (which may include a single special counsel acting in multiple jurisdictions)) (all the foregoing in this clause (iv), regardless of whether brought by the Borrower, any of its Subsidiaries or any of the Real Estate (all the foregoing in this clause (e)other Person, collectively, the “indemnified liabilitiesIndemnified Liabilities”); provided that the Borrower shall have no obligation hereunder to any such Indemnitee Indemnified Person with respect to indemnified liabilities Indemnified Liabilities to the extent such indemnified liabilities result arising from (i) the gross negligence negligence, bad faith or willful misconduct of such Indemnitee Indemnified Person or any of its controlled Affiliates or its controlling persons or their respective officers, directors, employees, agents, advisors or members, in 150 each case, who are involved in the Transactions (Related Parties as determined by a court of competent jurisdiction in a final and non-appealable decision)judgment of a court of competent jurisdiction, (ii) a material breach of the obligations of such Indemnified Person or any of its Related Parties under the terms of this Agreement by such Indemnitee Indemnified Person or one any of its Affiliate Related Parties as determined in a final and non-appealable judgment of its funding obligations hereunder a court of competent jurisdiction, or (iii) disputes by any proceeding between and among such Indemnitees (other than any claims against any AgentIndemnified Persons that does not involve an act or omission by Holdings, any other agentthe Borrower or its Subsidiaries; provided the Agents, arranger or bookrunner named on the cover page hereto, any Amendment Agent or any Letter of Credit Issuer in such capacities or fulfilling such roles or any similar role or with respect to acts or omissions taken in furtherance of or relating to such capacities or roles) to the extent acting in their capacity as such, shall remain indemnified in respect of such disputes do not arise from any act or omission proceeding, to the extent that neither of the Borrower exceptions set forth in clause (i) or any (ii) of its Affiliates. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks, SyndTrak or other similar information transmissions systems in connection with this Agreement or the Transactions. No Indemnitee shall have any liability for any special, punitive, indirect or consequential damages relating immediately preceding proviso applies to this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date)such person at such time. The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder.. This Section 13.5 shall not apply with respect to Taxes, other than any Taxes that represent losses, claims, damages, liabilities, obligations, penalties, actions, judgments, suits, costs, expenses or disbursements arising from any non-Tax claim. 194

Payment of Expenses; Indemnification. The Borrower agrees (a) to pay or reimburse the Administrative Agent and the Amendment Agents for all of their reasonable and documented out-of-pocket costs and expenses (without duplication) incurred in connection with the development, preparation and execution and delivery of, and any amendment, supplement 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 or invoiced fees, disbursements and other charges of one Xxxxxx & Xxxxxxx LLP (or such other counsel to as may be agreed by the Administrative Agent and the Amendment AgentsBorrower) and, if reasonably necessary, of a single firm of local counsel in each relevant jurisdiction, excluding in all cases allocated costs of in-house counsel, and (ii) in connection with local the case of fees and collateral mattersexpenses related to any other advisor or consultant, one counsel in any relevant local jurisdictionsolely to the extent the Borrower has consented to the retention or engagement of such Person), (b) to pay all reasonable out of pocket expenses incurred by any Letter of Credit Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (c) to pay or reimburse the Administrative Agent and any other each Agent for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents (including, without limitation, after delivered in connection herewith or therewith upon the occurrence and during the continuance of a Default or an Event of Default (limited, in the case of legal fees and in connection with any workout or restructuring or proceeding under expenses of the Bankruptcy Code or any other Debtor Relief LawAgents and the Lenders (taken as a whole), including to the reasonable documented fees, disbursements and other charges of one primary Xxxxxx & Xxxxxxx LLP (or such other counsel as may be agreed by the Administrative Agent and the Borrower) and (and, in the case of an actual or perceived conflict of interest by an Agent, where the Agent affected by such conflict informs the Borrower of such conflict and thereafter retains its own counselx) if reasonably necessary, of another counsel to the affected Agent), and one a single firm of local counsel in each appropriate relevant jurisdiction and (which may include y) if there is an actual conflict of interest, one special additional counsel acting in multiple jurisdictionsfor the affected similarly situated (taken as a whole) Persons), (d) to pay, indemnifyin each case excluding in all cases allocated costs of in-house counsel, and hold harmless each Lender and Agent from, any and all recording and filing fees and (ec) to pay, indemnify, and hold harmless each Lender, each Letter of Credit Issuer and each Agent and their respective Related Parties Affiliates, directors, officers, members, controlling persons, employees, trustees, investment advisors, and agents and successors of the foregoing (eachin each case, an excluding any Excluded Affiliate, the “IndemniteeIndemnified Persons”) from and against any and all other liabilities, obligations, actual losses, damages, penalties, actions, judgments, suits, costsclaims, expenses or disbursements liabilities of any kind or nature whatsoeverwhatsoever (limited (i) in the case of legal fees and expenses, including to the reasonable and documented fees, disbursements disbursements, and other charges of one primary counsel (and, in the case of an actual or perceived conflict of interest by an Indemniteeif reasonably necessary, where the Indemnitee affected by such conflict informs the Borrower or such conflict and thereafter retains its own counsel, of another counsel to the affected Indemnitee), and one local counsel in each appropriate relevant jurisdiction for all such Indemnified Persons (which may include taken as a whole) and, if there is an actual conflict of interest, one special additional counsel acting in multiple jurisdictionsfor the affected Indemnified Persons similarly situated (taken as a whole), with respect 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 extent the Borrower has consented to the retention or engagement of such Person in writing), in each case to the extent arising out of or relating to any claim, litigation or other proceeding, regardless whether any such Indemnified Person is a party thereto or whether such claim, litigation or other proceeding is brought by 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 any such other documents, including the financing contemplated herebymaking of any Loan documents delivered in connection herewith or Letter of Credit therewith or the use of the proceeds therefrom (including of any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) (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 or to any actual or alleged presence, release or threatened release of Hazardous Materials involved or attributable to the operations of the Borrower, any of its Subsidiaries or any of the Real Estate Facility (all the foregoing in this clause (ec), collectively, the “indemnified liabilitiesIndemnified Liabilities”); provided that the Borrower shall have no obligation hereunder to any such Indemnitee Indemnified Person with respect to indemnified liabilities to the extent such indemnified liabilities result from Indemnified Liabilities (i) the gross negligence resulting from disputes between and among any Indemnified Persons (or willful misconduct any of such Indemnitee or its controlled Indemnified Person’s Affiliates or any of its controlling persons or their respective officers, directors, employees, agents, advisors controlling persons, members or members, in 150 each case, who are involved in the Transactions (as determined successors of any of the foregoing) that does not involve an act or omission by a court of competent jurisdiction in a final and non-appealable decision), (ii) a material breach by such Indemnitee the Borrower or one any of its Affiliate of its funding obligations hereunder or (iii) disputes by and among such Indemnitees Subsidiaries (other than any claims against any the Administrative Agent, any other agent, arranger or bookrunner named on the cover page hereto, any Amendment Agent Joint Lead Arranger or any Letter of Credit Issuer Joint Bookrunner in such their respective capacities or fulfilling such roles or any similar role or with respect as such, subject to acts or omissions taken in furtherance of or relating to such capacities or rolesthe immediately succeeding clause (ii)), (ii) to the extent it has been determined by a final non-appealable judgment of a court of competent jurisdiction to have resulted from (x) the gross negligence, bad faith or willful misconduct of such disputes do not arise from Indemnified Person (or any act or omission of the Borrower such Indemnified Person’s Affiliates or any of its Affiliatesor their respective officers, directors, employees, agents, controlling persons, members or the successors of any of the foregoing) or (y) a material breach of any Credit Document by such Indemnified Person (or any of such Indemnified Person’s Affiliates or any of its or their respective officers, directors, employees, agents, controlling persons, members or the successors of any of the foregoing) or (iii) in its capacity as a financial advisor to the Borrower and any of its Subsidiaries in connection with the Transactions. No Indemnitee Person entitled to indemnification under Section 13.5(c) and no other Person party to this Agreement shall be liable (1) for any damages to any other Indemnified Person or party hereto arising from the use by others of any information or other materials obtained through IntraLinks, SyndTrak IntraLinks or other similar information transmissions transmission systems in connection with this Agreement except to the extent that such damage resulted from bad faith, willful misconduct or gross negligence of such Indemnified Person, such other Person or any of such Indemnified Person’s or such other Person’s Affiliates or any of its or their respective officers, directors, employees, agents, controlling persons, members or the Transactions. No Indemnitee shall have successors of any liability of the foregoing or (2) for any special, punitive, indirect or consequential damages relating to this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing ClosingFourth Amendment Effective Date); provided, that this clause (2) shall not limit the Borrower’s indemnity or reimbursement obligations to the extent such special, punitive, indirect or consequential damages are included in any claim by a third party with respect to which the applicable Indemnified Person is entitled to indemnification in accordance with Section 13.5(c). All amounts due under this Section 13.5 shall be paid within thirty (30) days after written demand therefor (together with backup documentation supporting such reimbursement request); provided, however, that an Indemnified Person shall promptly refund any amount to the extent that there is a final judicial or arbitral determination that such Indemnified Person was not entitled to indemnification rights with respect to such payment pursuant to this Section 13.5. The Borrower shall not be liable for any settlement of any proceeding effected without the Borrower’s written consent (which consent shall not be unreasonably withheld or delayed), but if settled with the Borrower’s written consent or if there is a final and non-appealable judgment by a court of competent jurisdiction for the plaintiff in any such proceeding, the Borrower agrees to indemnify and hold harmless each Indemnified Person from and against any and all actual losses, damages, claims, liabilities, and reasonable and documented legal or other out-of-pocket expenses by reason of such settlement or judgment in accordance with, and to the extent provided in, the other provisions of this Section 13.5. Holdings, the Borrower and their respective Subsidiaries shall not, without the prior written consent of any Indemnified Person (which consent shall not be unreasonably withheld or delayed), effect any settlement of any pending or threatened proceedings in respect of which indemnity could have been sought hereunder by such Indemnified Person unless such settlement (i) includes an unconditional release of such Indemnified Person in form and substance reasonably satisfactory to such Indemnified Person from all liability or claims that are the subject matter of such proceedings and (ii) does not include any statement as to or any admission of fault, culpability, wrongdoing or a failure to act by or on behalf of any Indemnified Person. 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 to it if, pursuant to limitations on indemnification set forth in this Section 13.5, such Indemnified Person was not entitled to receipt of such amounts. The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder. 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. (a) The Borrower agrees (ai) to pay or reimburse each of the Administrative Agent Agents, the Lead Arrangers and the Amendment Agents Joint Bookrunners for all of their reasonable and documented or invoiced out-of-pocket costs and expenses (without duplication) associated with the syndication of the Initial Term Loan Facility and the Revolving Credit Facility and incurred in connection with the development, preparation preparation, execution and execution delivery of, and any amendment, supplement or supplement, modification to, waiver and/or enforcement 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 one counsel Xxxxx Xxxx & Xxxxxxxx LLP and, to the Administrative Agent and extent necessary, a single firm of local counsel in each appropriate local jurisdiction (which may include a single special counsel acting in multiple jurisdictions) or otherwise retained with the Amendment AgentsBorrower’s consent (such consent not to be unreasonably withheld or delayed), and in connection with local and collateral matters, one counsel in any relevant local jurisdiction, (b) to pay all reasonable out of pocket expenses incurred by any Letter of Credit Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (cii) to pay or reimburse each of the Administrative Agent and any other Agent Agents for all its their reasonable and documented or invoiced out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents (including, 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)documents, including the reasonable fees, disbursements and other charges of one primary firm or counsel to the Agents, and, to the extent necessary, a single firm of local counsel in each appropriate local jurisdiction (which may include a single special counsel acting in multiple jurisdictions) or otherwise retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed), and (iii) to pay, indemnify and hold harmless each Lender, each Agent, the Letter of Credit Issuer, the Swingline Lender, each Lead Arranger and each Joint Bookrunner and their respective Related Parties (without duplication) (the “Indemnified Parties”) from and against any and all losses, claims, damages, liabilities or penalties (collectively, “Losses”) of any kind or nature whatsoever and the reasonable and documented and invoiced out-of-pocket expenses, joint or several, to which any such Indemnified Party may become subject, in each case to the extent of any such Losses and related expenses, to the extent arising out of, resulting from, or in connection with any action, claim, litigation, investigation or other proceeding (including any inquiry or investigation of the foregoing) (any of the foregoing, a “Proceeding”) (regardless of whether such Indemnified Party is a party thereto or whether or not such Proceeding was brought by the Borrower, its equity holders, affiliates or creditors or any other third person) and, subject to Section 13.5(e) to reimburse each such Indemnified Party promptly for any reasonable and documented and invoiced out-of-pocket fees and expenses incurred in connection with investigating, responding to or defending any of the foregoing (which in the case of legal fees shall be limited to the reasonable and documented or invoiced out- of-pocket fees, expenses, disbursements and other charges of a single firm of counsel for all Indemnified Parties, taken as a whole and, to the extent necessary, a single firm of local counsel in each appropriate local jurisdiction (which may include a single special counsel acting in multiple jurisdictions) (and, in the case of an actual or perceived conflict of interest by an Agent, where the Agent Indemnified Party affected by such conflict informs notifies the Borrower of any existence of such conflict and thereafter retains in connection with the investigating, responding to or defending any of the foregoing has retained its own counsel, of another one other firm of counsel for such affected Indemnified Party)), relating to the affected Agent), and one local counsel in each appropriate jurisdiction (which may include one special counsel acting in multiple jurisdictions), (d) to pay, indemnify, and hold harmless each Lender and Agent from, any and all recording and filing fees and (e) to pay, indemnify, and hold harmless each Lender, each Letter of Credit Issuer and each Agent and their respective Related Parties (each, an “Indemnitee”) from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses Transactions or disbursements of any kind or nature whatsoever, including reasonable and documented fees, disbursements and other charges of one primary counsel (and, in the case of an actual or perceived conflict of interest by an Indemnitee, where the Indemnitee affected by such conflict informs the Borrower or such conflict and thereafter retains its own counsel, of another counsel to the affected 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 herebymaking of any Loan or Letter of Credit documents or the use of the proceeds therefrom (including any refusal by of the Issuing Bank to honor a demand for payment under a Letter Loans or Letters of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) (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 or to any actual or alleged presence, release or threatened release of Hazardous Materials involved or attributable to the operations of the Borrower, any of its Subsidiaries or any of the Real Estate (all the foregoing in this clause (eiii), collectively, the “indemnified liabilities”); provided that this clause (iii) shall not apply with respect to Taxes other than any Taxes that represent losses or damages arising from any non-Tax claim; and provided, further, that the Borrower shall have no obligation hereunder to any such Indemnitee Indemnified Party with respect to indemnified liabilities to the extent such indemnified liabilities result arising from (ia) the gross negligence negligence, bad faith or willful misconduct of such Indemnitee Indemnified Party or any of its controlled Affiliates or its controlling persons or their respective officers, directors, employees, agents, advisors or members, in 150 each case, who are involved in the Transactions (Related Parties as determined by a court of competent jurisdiction in a final and non-appealable decision)decision of a court of competent jurisdiction, (iib) a material breach by such Indemnitee or one of its Affiliate of its funding obligations hereunder or (iii) disputes by and among such Indemnitees (other than any claims against any Agent, any other agent, arranger or bookrunner named on the cover page hereto, any Amendment Agent or any Letter of Credit Issuer in such capacities or fulfilling such roles or any similar role or with respect to acts or omissions taken in furtherance of or relating to such capacities or roles) to the extent such disputes do not arise from any act or omission of the Borrower obligations of such Indemnified Party or any of its Affiliates. No Indemnitee shall be liable for any damages arising from Related Parties under the use by others terms of any information or other materials obtained through IntraLinks, SyndTrak or other similar information transmissions systems in connection with this Agreement or the Transactions. No Indemnitee shall have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Credit Document by such Indemnified Party or arising out any of its activities Related Parties as determined in connection herewith a final and non-appealable decision of a court of competent jurisdiction, (c) in addition to clause (b) above, in the case of any Proceeding initiated by Holdings, the Borrower or therewith any Restricted Subsidiary against the relevant Indemnified Party, a breach of the obligations of such Indemnified Party or its Related Parties under the terms of this Agreement or any other Credit Document as determined in a final and non- appealable decision by a court of competent jurisdiction, or (whether before d) any Proceeding brought by any Indemnified Party against any other Indemnified Party that does not involve an act or omission by Holdings, the Borrower or its Restricted Subsidiaries; provided that each of the Agents, the Letter of Credit Issuer, the Swingline Lender, the Lead Arrangers and the Joint Bookrunners, in each case to the extent fulfilling their respective roles in their capacities as such, shall remain indemnified in respect of such a Proceeding, to the extent that none of the exceptions set forth in clause (a), (b) or (c) of the immediately preceding proviso applies to such Person at such time. All amounts payable under this Section 13.5(a) shall be paid within 30 days after receipt by the Closing Date)Borrower of written demand and an invoice relating thereto setting forth such expense in reasonable detail. The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunderhereunder and the termination of the Obligations.

Payment of Expenses; Indemnification. The Borrower agrees agrees, within thirty (30) days after written demand therefor (including documentation reasonably supporting such request), or, in the case of expenses of the type described in clause (a) below incurred prior to the Closing Date, on the Closing Date, (a) to pay or reimburse the Administrative Agent Agents and the Amendment Agents Lenders for all of their reasonable and documented out-of-pocket costs and expenses incurred in connection with the developmentpreparation, preparation execution, delivery, negotiation and execution of, and any amendment, supplement or modification to, administration of this Agreement (including the B-3 Re-allocation) 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 limited, in the case of legal expenses, to the reasonable and documented or invoiced fees, disbursements and other charges expenses of one counsel Xxxx, Xxxx, Xxxxx, Ropes & Gray LLP, Debevoise & Xxxxxxxx LLP, and to the Administrative Agent extent reasonably advisable, one local counsel for the applicable parties or groups in each relevant material jurisdiction and the Amendment Agentsreasonable and documented fees and expenses of Centerview Partners, Xxxxxxx & Xxxxxx, Xxxxx Xxxx Xxxxxxx & Xxxxxxx LLP, FTI Consulting, Inc., and in connection with local and collateral matters, one counsel in any relevant local jurisdiction, (b) to pay all reasonable out of pocket expenses incurred by any Letter of Credit Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (c) to pay or reimburse the Administrative each Agent and any other Agent Lender for all its reasonable and their documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents (includingdocuments, without limitation, after the occurrence and during the continuance of a Default or Event of Default and in connection with any workout or restructuring or proceeding under the Bankruptcy Code or any other Debtor Relief Law), including the reasonable fees, disbursements and other charges of one primary counsel (andlimited, in the case of an actual legal expenses, to the reasonable and documented attorneys’ fees and expenses of (x) the counsel named in clause (a) above for the applicable parties or perceived conflict of interest by an groups and any local counsel for the applicable parties or groups for each jurisdiction, the extent advisable or (y) otherwise one primary counsel for the Agent, where the Agent affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another one primary counsel to the affected Agent), Lenders taken as a whole (and additional conflict counsel for similarly situated Lenders as a group) and one local counsel in for each appropriate jurisdiction (which may include one special counsel acting in multiple jurisdictionsrelevant jurisdiction), (c) to pay, indemnify, and hold harmless each Lender and each Agent from, any and all recording and filing fees and (d) to pay, indemnify, and hold harmless each Lender and Agent from, any and all recording and filing fees and (e) to pay, indemnify, and hold harmless each Lender, each Letter of Credit Issuer and each Agent and their respective Related Parties Affiliates, and the directors, officers, partners, managers, employee, agents (eachincluding sub-agents and co-agents), an “Indemnitee”) advisors, attorneys-in-fact, trustees, controlling persons, and members of any of the foregoing, from and against any and all other liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable and documented out-of-pocket fees, disbursements and other charges of one primary counsel (and, in the case of an actual or perceived conflict of interest by an Indemniteelegal expenses, where the Indemnitee affected by such conflict informs the Borrower or such conflict and thereafter retains its own counsel, of another counsel subject to the affected Indemnitee), and one local counsel same limitation set forth in each appropriate jurisdiction clause (which may include one special counsel acting in multiple jurisdictions)b) above) or, with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Credit Documents and any such other documents, including the financing contemplated herebymaking of any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) (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 its the Borrower’s Subsidiaries or any of the Real Estate (all the foregoing in this clause (ec), 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 no any obligation hereunder to any such Indemnitee Agent or any Lender or any of their respective Related Parties with respect to indemnified liabilities to the extent such indemnified liabilities they result from (iX) with respect to the Lenders and their Related Parties, (A) the gross negligence, bad faith or willful misconduct of such indemnified Person or any of its Related Parties as determined by a final non-appealable judgment of a court of competent jurisdiction, (B) a material breach of the obligations of such indemnified Person or any of its Related Parties under the Credit Documents as determined by a final non-appealable judgment of a court of competent jurisdiction, (C) disputes not involving an act or omission of Holdings, the Borrower or any other Credit Party and that is brought by an indemnified Person against any other indemnified Person, other than any claims against any indemnified Person in its capacity or in fulfilling its role as an Agent or any similar role under the Credit Facilities or (D) any settlement effected without the Borrower’s prior written consent, but if settled with the Borrower’s prior written consent (not to be unreasonably withheld, delayed, conditioned or denied) or if there is a final non-appealable judgment in any such proceeding, the Borrower will indemnify and hold harmless such indemnified Person from and against any and all losses, claims, damages, liabilities and expenses by reason of such settlement or judgment in accordance with this Section 13.5, and (Y) with respect to the Agents and their Related Parties, the gross negligence or willful misconduct of such Indemnitee indemnified Person or any of its controlled Affiliates or its controlling persons or their respective officers, directors, employees, agents, advisors or members, in 150 each case, who are involved in the Transactions (Related Parties as determined by a final non-appealable judgment of a court of competent jurisdiction jurisdiction. All amounts payable under this Section 13.5 shall be paid within 30 days of receipt by the Borrower of an invoice relating thereto setting forth such expense in a final and non-appealable decision), (ii) a material breach by such Indemnitee or one of its Affiliate of its funding obligations hereunder or (iii) disputes by and among such Indemnitees (other than any claims against any Agent, any other agent, arranger or bookrunner named on the cover page hereto, any Amendment Agent or any Letter of Credit Issuer reasonable detail. The agreements in such capacities or fulfilling such roles or any similar role or with respect to acts or omissions taken in furtherance of or relating to such capacities or roles) to the extent such disputes do not arise from any act or omission this Section 13.5 shall survive repayment of the Borrower or any of its AffiliatesTerm Loans and all other amounts payable hereunder. No Indemnitee shall be liable for Credit Party nor any damages arising from the use by others of any information or other materials obtained through IntraLinks, SyndTrak or other similar information transmissions systems in connection with this Agreement or the Transactions. No Indemnitee indemnified Person shall have any liability for any special, punitive, indirect or consequential damages relating to resulting from this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date) (except, in the case of the Borrower’s obligation hereunder to indemnify and hold harmless the indemnified Person, to the extent of any losses, claims, damages, liabilities and expenses incurred or paid by such indemnified Person to a third party unaffiliated with such indemnified Person). The agreements No indemnified Persons shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby, except to the extent that such damages have resulted from the willful misconduct or gross negligence of any indemnified Person or any of its Related Parties (as determined by a final non-appealable judgment of a court of competent jurisdiction). This Section 13.5 shall not apply to Taxes. Each indemnified Person, by its acceptance of the benefits of this Section 13.5, agrees to refund and return any and all amounts paid by the Borrower (or on its behalf) to it if, pursuant to limitations on indemnification set forth in this Section 13.5 shall survive repayment 13.5, such indemnified Person was not entitled to receipt of the Loans and all other amounts payable hereundersuch amounts.

Payment of Expenses; Indemnification. (a) The Borrower agrees (ai) to pay or reimburse each of the Administrative Agent and the Amendment Agents for all of their reasonable and documented out-of-pocket costs and expenses (without duplication) incurred in connection with the development, preparation preparation, execution and execution delivery of, and any amendment, supplement or supplement, modification to, waiver and/or enforcement 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 therebythereby (including in the case of legal fees, including the reasonable and documented or invoiced fees, disbursements and other charges of one Xxxxxx & Xxxxxxx LLP (or such other counsel to as may be agreed by the Administrative Agent and the Amendment Agents, Borrower) and in connection with local and collateral matters, one counsel in any relevant each appropriate local jurisdiction), (b) to pay all reasonable out of pocket expenses incurred by any Letter of Credit Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (cii) to pay or reimburse the Administrative Agent each Agent, each Letter of Credit Issuer and any other Agent each Lender for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents (includinglimited in the case of legal fees, 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 to the reasonable and documented fees, disbursements and other charges of one primary firm of counsel to all such Persons taken as a whole, and, to the extent required, one firm of local counsel to all such Persons taken as a whole in each appropriate local jurisdiction (which may include a single special counsel acting in multiple jurisdictions) (and, in the case of an actual or perceived conflict of interest by an Agent, where the Agent relevant Person affected by such conflict informs notifies the Borrower of such conflict and thereafter retains and, after the Borrower has given its consent (which consent shall not be unreasonably withheld or delayed), has retained its own counsel, of another firm of counsel to the for such affected Agent), Person (and one additional firm of local counsel for such affected Person in each appropriate local jurisdiction (which may include one a single special counsel acting in multiple jurisdictions))), and (diii) to pay, indemnify, and hold harmless each Lender and Agent from, any and all recording and filing fees and (e) to pay, indemnify, indemnify and hold harmless each Lender, each Letter of Credit Issuer and Issuer, each Agent and their respective Related Parties (each, an without duplication) (the “IndemniteeIndemnified Persons”) from and against any and all other losses, claims, damages, liabilities, obligations, losses, damages, penaltiesdemands, actions, judgments, suits, costs, expenses expenses, disbursements or disbursements penalties of any kind or nature whatsoeverwhatsoever (in each case, including excluding allocated costs of in-house counsel) (limited, in the case of legal fees, to the reasonable and documented out-of-pocket legal fees, expenses, disbursements and other charges of one primary firm of counsel for all Indemnified Persons, taken as a whole (and, in the case of an actual or perceived conflict of interest by an Indemnitee, where the Indemnitee Indemnified Person affected by such conflict informs notifies the Borrower or of such conflict and thereafter retains and, after the Borrower has given its consent (which consent shall not be unreasonably withheld or delayed), has retained its own counsel, of another firm of counsel for such affected Indemnified Person and to the affected Indemnitee)extent required, and one firm of local counsel in each appropriate local jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for such affected Indemnified Person), and to the extent required, one firm of local counsel in each appropriate local jurisdiction (which may include a single special counsel acting in multiple jurisdictions)) of any such Indemnified Person arising out of or relating to any action, claim, litigation, investigation or other proceeding (regardless of whether such Indemnified Person is a party thereto or whether or not such action, claim, litigation or proceeding was brought by Holdings, any of its Subsidiaries or any other Person)), arising out of, or with respect to the Transactions or to the execution, enforcement, delivery, enforcement, performance and administration of this Agreement, the other Credit Documents and any such other documents, including the financing contemplated herebymaking of any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) (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 or to any actual or alleged presence, release Release or threatened release Release of Hazardous Materials involved relating in any way to Holdings or attributable to the operations of the Borrower, any of its Subsidiaries or any of the Real Estate (all the foregoing in this clause (eiii), collectively, the “indemnified liabilitiesIndemnified Liabilities”); provided that Holdings and the Borrower shall have no obligation hereunder to any such Indemnitee Indemnified Person with respect to indemnified liabilities to the extent such indemnified liabilities result arising from (i) the gross negligence negligence, bad faith or willful misconduct of such Indemnitee Indemnified Person or any of its controlled or controlling Affiliates or any of its controlling persons or their respective officers, directors, employees, agents, advisors advisors, controlling Persons or members, in 150 each case, who are involved in the Transactions (members as determined by a court of competent jurisdiction in a final and non-appealable decision)judgment of a court of competent jurisdiction, (ii) a material breach by such Indemnitee or one of its Affiliate of its funding obligations hereunder or (iii) disputes by and among such Indemnitees (other than any claims against any Agent, any other agent, arranger or bookrunner named on the cover page hereto, any Amendment Agent or any Letter of Credit Issuer in such capacities or fulfilling such roles or any similar role or with respect to acts or omissions taken in furtherance of or relating to such capacities or roles) to the extent such disputes do not arise from any act or omission of the Borrower obligations of such Indemnified Person or any of its Affiliates. No Indemnitee shall be liable for controlled or controlling Affiliates or any damages arising from of 207 its or their respective officers, directors, employees, agents, advisors, controlling Persons or members under the use by others terms of any information or other materials obtained through IntraLinks, SyndTrak or other similar information transmissions systems in connection with this Agreement or the Transactions. No Indemnitee shall have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Credit Document by such Indemnified Person or arising out any of its activities controlled or controlling Affiliates or any of its or their respective officers, directors, employees, agents, advisors, controlling Persons or members as determined in connection herewith a final and non-appealable judgment of a court of competent jurisdiction, or therewith (whether before iii) any proceeding between and among Indemnified Persons that does not involve an act or after omission by Holdings, the Closing Date)Borrower or their respective Affiliates; provided the Agents and Letter of Credit Issuers to the extent acting in their capacity as such, shall remain indemnified in respect of such proceeding, to the extent that none of the exceptions set forth in clause (i) or (ii) of this proviso applies to such person and such claim at such time. The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder. This Section 13.5 shall not apply with respect to Taxes, other than any Taxes that represent losses, claims, damages, liabilities, obligations, penalties, actions, judgments, suits, cost, expenses, or disbursements arising from any non-Tax claim.

Payment of Expenses; Indemnification. The Borrower agrees (a) Borrowers agree to pay or reimburse the Administrative Agent and the Amendment Agents for all of their reasonable and documented out-of-pocket costs and expenses incurred of (a) the Agent in connection with (i) the developmentnegotiation, preparation preparation, execution and execution of, and any amendment, supplement or modification to, delivery 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 or invoiced fees, disbursements and other charges expenses of one special external counsel to the Administrative Agent and the Amendment Agents, fees and expenses of special external counsel for the Agent in connection with local collateral issues but excluding any amounts for services rendered by internal counsel) and collateral matters(ii) any amendment, one counsel in waiver or consent relating hereto and thereto including, without limitation, any relevant local jurisdictionsuch amendments, waivers or consents resulting from or related to any work-out, re-negotiation or restructure relating to the performance by the Borrowers under this Credit Agreement and (b) the Agent and the Lenders in connection with enforcement of the Credit Documents and the documents and instruments referred to pay therein, including but not limited to, any work-out, re-negotiation or restructure relating to the performance by the Borrowers under this Credit Agreement, including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent and each of the Lenders (including the allocated costs of internal counsel). The Borrowers shall indemnify, defend and hold harmless the Agent, the Issuing Bank and each of the Lenders and their respective directors, officers, agents, employees and counsel from and against (x) any and all reasonable out of pocket losses, claims, damages, liabilities, deficiencies, judgments or expenses incurred by any Letter of them (except to the extent that it is finally judicially determined to have resulted from their own gross 100 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 Issuer in connection with the issuanceAgreement, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunderthe transactions contemplated thereby, (cii) to pay any actual or reimburse proposed use by any Borrower of the Administrative Agent and any other Agent for all its reasonable and documented costs and expenses incurred in connection with proceeds of the enforcement Loans or preservation of any rights under (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 any such other documents (relating hereto, including, without limitation, after amounts paid in settlement, court costs and the occurrence fees and during the continuance disbursements of a Default or Event of Default and counsel incurred in connection with any workout or restructuring such litigation, investigation, claim or proceeding under the Bankruptcy Code or any advice rendered in connection with any of the foregoing and (y) any such losses, claims, damages, liabilities, deficiencies, judgments or expenses incurred in connection with any remedial or other Debtor Relief Law)action taken by any Borrower or any of the Lenders in connection with compliance by any Borrower or any of its Subsidiaries, or any of their respective properties, with any federal, state or local environmental laws, acts, rules, regulations, orders, directions, ordinances, criteria or guidelines. If and to the extent that the obligations of 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 14.8 shall survive any termination of this Credit Agreement and the other Credit Documents and the payment in full of the Obligations, and are in addition to, and not in substitution of, any other of their Obligations set forth in this Credit Agreement. In addition, the Borrowers shall, upon demand, pay to the Agent and any Lender all costs and expenses (including the reasonable fees, fees and disbursements of counsel and other charges of one primary counsel (and, in professionals) paid or incurred by the case of an actual or perceived conflict of interest by an Agent, where the Agent affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another counsel to the affected Agent), and one local counsel in each appropriate jurisdiction (which may include one special counsel acting in multiple jurisdictions), (d) to pay, indemnify, and hold harmless each Lender and Agent from, any and all recording and filing fees and (e) to pay, indemnify, and hold harmless each Lender, each Letter of Credit Issuer and each Agent and their respective Related Parties (each, an “Indemnitee”) from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable and documented fees, disbursements and other charges of one primary counsel (and, in the case of an actual or perceived conflict of interest by an Indemnitee, where the Indemnitee affected by such conflict informs the Borrower Issuing Bank or such conflict and thereafter retains Lender in (A) enforcing or defending its own counsel, of another counsel to the affected Indemnitee), and one local counsel rights under or 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 Credit Agreement, the other Credit Documents and any such other documents, including the financing contemplated herebymaking of any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) (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)document or instrument now or hereafter executed and delivered in connection herewith against any Borrower (or, including, without limitation, any in the case of the foregoing relating to the violation ofAgent, noncompliance with or liability underagainst any Lender, any Environmental Law or to any actual or alleged presence, release or threatened release of Hazardous Materials involved or attributable to the operations of the Borrower, any of its Subsidiaries or any of the Real Estate (all the foregoing in this clause (e), collectively, the “indemnified liabilities”); provided that the Borrower shall have no obligation hereunder to any such Indemnitee with respect to indemnified liabilities except to the extent that the claim or liability giving rise to such indemnified liabilities result enforcement or defense is finally judicially determined to have resulted from (i) the Agent's own gross negligence or willful misconduct of such Indemnitee or its controlled Affiliates or its controlling persons or their respective officers, directors, employees, agents, advisors or members, in 150 each case, who are involved in the Transactions (as determined by a court of competent jurisdiction in a final and non-appealable decisionmisconduct), (iiB) a material breach by such Indemnitee in collecting the Loans, (C) in foreclosing or one of its Affiliate of its funding obligations hereunder or (iii) disputes by and among such Indemnitees (other than any claims against any Agent, any other agent, arranger or bookrunner named on otherwise collecting upon the cover page hereto, any Amendment Agent Collateral or any Letter of Credit Issuer in such capacities or fulfilling such roles or part thereof and (D) obtaining any similar role or with respect to acts or omissions taken in furtherance of or relating to such capacities or roles) to the extent such disputes do not arise from any act or omission of the Borrower or any of its Affiliates. No Indemnitee shall be liable for any damages arising from the use by others of any information legal, accounting or other materials obtained through IntraLinks, SyndTrak or other similar information transmissions systems advice in connection with this Agreement or the Transactions. No Indemnitee shall have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date). The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunderforegoing.

Payment of Expenses; Indemnification. (a) The Borrower Borrower, agrees (ai) to pay or reimburse each of the Administrative Agent Agents, the Lead Arrangers and the Amendment Agents Joint Bookrunners for all of their reasonable and documented or invoiced out-of-pocket costs and expenses (without duplication) associated with the syndication of the Initial Term Loan Facility and the Revolving Credit Facility and incurred in connection with the development, preparation preparation, execution and execution delivery of, and any amendment, supplement or supplement, modification to, waiver and/or enforcement 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 one counsel Xxxxx Xxxx & Xxxxxxxx LLP and, to the Administrative Agent and the Amendment Agentsextent necessary, and in connection with a single firm of local and collateral matters, one counsel in any relevant each appropriate local jurisdictionjurisdiction (which may include a single special counsel acting in multiple jurisdictions) or otherwise retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed), (b) to pay all reasonable out of pocket expenses incurred by any Letter of Credit Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (cii) to pay or reimburse each of the Administrative Agent and any other Agent Agents for all its their reasonable and documented or invoiced out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents (including, 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)documents, including the reasonable fees, disbursements and other charges of one primary counsel (and, in the case firm of an actual or perceived conflict of interest by an Agent, where the Agent affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another counsel to the affected Agent)Agents, and one and, to the extent necessary, a single firm of local counsel in each appropriate local jurisdiction (which may include one a single special counsel acting in multiple jurisdictions) or otherwise retained with the Borrower’s consent (such consent not to be unreasonably withheld, conditioned or delayed), and (diii) to pay, indemnify, and hold harmless each Lender and Agent from, any and all recording and filing fees and (e) to pay, indemnify, indemnify and hold harmless each Lender, each Agent, each Letter of Credit Issuer Issuer, the Swingline Lender, each Lead Arranger and each Agent Joint Bookrunner and their respective Related Parties (each, an without duplication) (the “IndemniteeIndemnified Parties”) from and against any and all other liabilitieslosses, obligations, lossesclaims, damages, penaltiesliabilities (including liabilities under Environmental Laws) or penalties (collectively, actions, judgments, suits, costs, expenses or disbursements “Losses”) of any kind or nature whatsoever, including whatsoever and the reasonable and documented feesor invoiced out-of-pocket expenses, disbursements and other charges of one primary counsel (andjoint or several, to which any such Indemnified Party may become subject, in the each 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 affected 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 herebymaking of any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) (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 or to any actual or alleged presence, release or threatened release of Hazardous Materials involved or attributable to the operations of the Borrower, any of its Subsidiaries or any of the Real Estate (all the foregoing in this clause (e), collectively, the “indemnified liabilities”); provided that the Borrower shall have no obligation hereunder to any such Indemnitee with respect to indemnified liabilities to the extent such indemnified liabilities result from (i) the gross negligence or willful misconduct of such Indemnitee or its controlled Affiliates or its controlling persons or their respective officers, directors, employees, agents, advisors or members, in 150 each case, who are involved in the Transactions (as determined by a court of competent jurisdiction in a final and non-appealable decision), (ii) a material breach by such Indemnitee or one of its Affiliate of its funding obligations hereunder or (iii) disputes by and among such Indemnitees (other than any claims against any Agent, any other agent, arranger or bookrunner named on the cover page hereto, any Amendment Agent or any Letter of Credit Issuer in such capacities or fulfilling such roles or any similar role or with respect to acts or omissions taken in furtherance of or relating to such capacities or roles) to the extent such disputes do not arise from any act or omission of the Borrower or any of its Affiliates. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks, SyndTrak or other similar information transmissions systems in connection with this Agreement or the Transactions. No Indemnitee shall have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date). The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder.-235- #95203802v2296160609v3 #96160609v5

Payment of Expenses; Indemnification. The Borrower agrees agrees, within thirty (30) days after written demand therefor (including documentation reasonably supporting such request), or, in the case of expenses of the type described in clause (a) below incurred prior to the Closing Date, on the Closing Date, (a) to pay or reimburse the Administrative Agent Agents and the Amendment Agents Lenders for all of their reasonable and documented out-of-pocket costs and expenses incurred (i) in connection with the developmentpreparation, preparation execution, delivery and execution of, and any amendment, supplement or modification to, negotiation of this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, the funding of the Term Loans, the creation, perfection and protection of the liens granted or created under any Credit Document (including all search, filing and recording fees) and the consummation and administration of the transactions contemplated hereby by this Agreement and therebythe other Credit Documents to occur on the Closing Date and any other documents prepared in connection herewith or therewith, including limited, in the case of legal expenses, to the reasonable and documented or invoiced fees, disbursements and other charges expenses of one counsel Xxxx, Xxxx, Xxxxx, Ropes & Gray LLP, Debevoise & Xxxxxxxx LLP, and to the Administrative Agent extent reasonably necessary, one local counsel for the Agents and one local counsel for the Amendment AgentsLenders as a whole 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) in connection with local ongoing administration, enforcement and collateral matters, one counsel in any relevant local jurisdiction, (b) to pay all reasonable out of pocket expenses incurred by any Letter of Credit Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (c) to pay or reimburse the Administrative Agent and any other Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents (includingincluding the preparation, without limitationnegotiation and execution of any amendments, after the occurrence and during the continuance of a Default consents, waivers, assignments, restatements or Event of Default and in connection with any workout or restructuring or proceeding under the Bankruptcy Code or any other Debtor Relief Lawsupplements thereto), including the reasonable and documented out-of-pocket fees, disbursements and other charges expenses of one primary external counsel (for the Agents and, solely in connection with this clause (ii), for any Lender or group of Lenders having or holding at least 30% of the sum of (x) the outstanding amount of the Term Loans in the case aggregate at such date and (y) the outstanding amount of an actual or perceived conflict of interest by an Agent, where the Agent affected by unfunded Commitments in the aggregate at such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another counsel to the affected Agent), and one local counsel in each appropriate jurisdiction (which may include one special counsel acting in multiple jurisdictions)date, (db) to pay, indemnify, and hold harmless each Lender and each Agent from, any and all recording and filing fees and (ec) to pay, indemnify, and hold harmless each Lender, each Letter of Credit Issuer Lender and each Agent and their respective Related Parties (eachParties, an “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 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 advisors related to the affected Indemnitee), and one local counsel in each appropriate jurisdiction (which may include one special counsel acting in multiple jurisdictions)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 the financing contemplated herebymaking of any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) (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 or to any actual or alleged presence, release or threatened release of Hazardous Materials involved or attributable to the operations of the Borrower, any of its Subsidiaries or any of the Real Estate (all the foregoing in this clause (e), collectively, the “indemnified liabilities”); provided that the Borrower shall have no obligation hereunder to any such Indemnitee with respect to indemnified liabilities to the extent such indemnified liabilities result from (i) the gross negligence or willful misconduct of such Indemnitee or its controlled Affiliates or its controlling persons or their respective officers, directors, employees, agents, advisors or members, in 150 each case, who are involved in the Transactions (as determined by a court of competent jurisdiction in a final and non-appealable decision), (ii) a material breach by such Indemnitee or one of its Affiliate of its funding obligations hereunder or (iii) disputes by and among such Indemnitees (other than any claims against any Agent, any other agent, arranger or bookrunner named on the cover page hereto, any Amendment Agent or any Letter of Credit Issuer in such capacities or fulfilling such roles or any similar role or with respect to acts or omissions taken in furtherance of or relating to such capacities or roles) to the extent such disputes do not arise from any act or omission of the Borrower or any of its Affiliates. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks, SyndTrak or other similar information transmissions systems in connection with this Agreement or the Transactions. No Indemnitee shall have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date). The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder.Environmental

Payment of Expenses; Indemnification. The Borrower agrees (a) to pay or reimburse the Administrative Agent and the Amendment Agents Arrangers for all of their reasonable and documented out-out- of-pocket costs and expenses incurred in connection with the syndication of the Facilities (including the charges of any Platform) and the Administrative Agent in connection with development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Loan Documents (whether or not such amendment, supplement or modification is completed) and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including limited to, in the case of counsel, all reasonable and documented out-of-pocket costs and expenses related to creating, perfecting or invoiced fees, preserving any of the Liens contemplated hereby or by the other Loan Documents and all reasonable fees and disbursements and other charges of one primary counsel to the Administrative Agent (and the Amendment Agents, and in connection with one local and collateral matters, one counsel in any each relevant local jurisdictionjurisdiction (which, for the avoidance of doubt, may include each jurisdiction where a Mortgaged Property is located and, without duplication, each other jurisdiction where a Guarantor is organized)), (b) to pay all reasonable out of pocket expenses incurred by any Letter of Credit Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (c) to pay or reimburse each Lender and the Administrative Agent and any other Agent for all its reasonable and documented out-of- pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Loan Documents and any such other documents (including, without limitation, after the occurrence and during the continuance of a Default or Event of Default and including in connection with any workout or workout, restructuring or proceeding under the Bankruptcy Code or any other Debtor Relief Lawnegotiations in respect thereof), including limited to, in the case of counsel, the reasonable fees, and documented out-of-pocket fees and disbursements and other charges of one primary counsel to the Lenders and the Administrative Agent (taken as a whole), one local counsel in each relevant jurisdiction and, in the case of an actual or perceived potential conflict of interest by an Agentinterest, 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 additional counsel in each appropriate relevant jurisdiction for similarly situated Lenders, (which may include one special counsel acting in multiple jurisdictions)c) to pay, indemnify, or reimburse the Administrative Agent for, and hold the Administrative Agent harmless from, any and all Other Taxes and (d) to pay, indemnify, and hold harmless each Lender and Agent from, any and all recording and filing fees and (e) to pay, indemnify, and hold harmless indemnify or reimburse each Lender, each Letter of Credit Issuer and Agent, each Agent Issuing Lender, the Swing Line Lender, the Arrangers, their respective affiliates, and their respective Related Parties officers, directors, trustees, employees, partners, agents and controlling persons (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against against, any and all other liabilities, obligations, actual losses, damages, penalties, actions, judgments, suits, suits and reasonable and documented out-of-pocket costs, expenses or disbursements of any kind or nature whatsoever, including reasonable and documented fees, disbursements and other charges of one primary counsel (and, in the case of an actual or perceived conflict of interest by an Indemnitee, where the Indemnitee affected by such conflict informs the Borrower or such conflict and thereafter retains its own counsel, of another counsel to the affected Indemnitee), and one local counsel in each appropriate jurisdiction (which may include one special counsel acting in multiple jurisdictions), whatsoever with respect to the arrangement, syndication, execution, delivery, enforcement, performance and or administration of this Agreement, Agreement and any of the other Credit Documents and any such other documents, including the financing contemplated herebymaking of any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) (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)Documents, including, without limitation, any of the foregoing relating to the use of proceeds of the Loans or any Environmental Claim, or the violation of, noncompliance with or liability under, any Environmental Law or to any actual or alleged presenceLaw, release or threatened release of Hazardous Materials involved or attributable applicable to the operations of the Borrower, Parent or any of its Subsidiaries or any of the Real Estate Properties and the reasonable and documented out-of-pocket fees and disbursements and other charges of legal counsel (limited to one primary counsel to the Indemnitees (taken as a whole), one local counsel in each relevant jurisdiction and, in the case of an actual or potential conflict of interest, one additional counsel in each relevant jurisdiction for similarly situated Indemnitees) in connection with any of the foregoing or in connection with any claims, actions or proceedings commenced or threatened by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto and whether or not such matter is initiated by or against Parent, Holdings, Borrower or any of their respective Affiliates in connection with any of the foregoing (all the foregoing in this clause (ed), collectively, the “indemnified liabilitiesIndemnified Liabilities”), in each case, without regard to the exclusive or contributory negligence of any Indemnitee; provided provided, that the Borrower shall have no obligation hereunder to any such an Indemnitee with respect to indemnified liabilities Indemnified Liabilities to the extent such indemnified liabilities result from (i) the gross negligence or willful misconduct of such Indemnitee or its controlled Affiliates or its controlling persons or their respective officers, directors, employees, agents, advisors or members, in 150 each case, who Indemnified Liabilities are involved in the Transactions (as determined found by a court of competent jurisdiction in a final non- appealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee or of any affiliate, and non-appealable decision)any of their respective director, officer, trustee, partner, agent, controlling person or employee of such Indemnitee, (ii) such Indemnified Liabilities are found by a court of competent jurisdiction in a final non-appealable judgment to have resulted from a material breach by such Indemnitee of such Indemnitee’s or one of its Affiliate any affiliate, and any of its funding their respective director, officer, trustee, partner, agent, controlling person or employee of such Indemnitee, obligations hereunder or hereunder, (iii) resulting from disputes by and solely among such Indemnitee and other Indemnitees (other than any claims against any Agent, any other agent, arranger or bookrunner named on the cover page hereto, any Amendment Agent or any Letter (x) arising out of Credit Issuer in such capacities or fulfilling such roles or any similar role or with respect to acts or omissions taken in furtherance of or relating to such capacities or roles) to the extent such disputes do not arise from any act or omission of the Borrower any Loan Party or any Affiliate of its Affiliates. No any Loan Party or (y) against any of any Arranger or any Agent or any Affiliate thereof acting in their capacity as an Arranger or Agent) (iv) settled by such Indemnitee without Parent’s and Borrower’s consent (provided, however, if at any time an Indemnitee shall be liable have requested in accordance with this Agreement that you reimburse such Indemnitee for any damages arising from the use by others of any information legal or other materials obtained through IntraLinks, SyndTrak or other similar information transmissions systems expenses in connection with this Agreement investigating, responding to or defending any claim, action or proceeding, Parent and the Transactions. No Indemnitee Borrower shall have any liability be liable, on a joint and several basis, for any specialsettlement of any claim, punitiveaction or proceeding effected without the written consent of Parent and the Borrower if (x) such settlement is entered into more than 30 days after receipt by Parent and the Borrower of such request for reimbursement and (y) Parent or Borrower shall not have reimbursed such Indemnitee in accordance with such request prior to the date of such settlement; provided further, indirect that if any such claim, action or consequential damages relating proceeding is settled with the written consent of Parent and Borrower, Parent and Borrower hereby agree, jointly and severally, to this Agreement indemnify and hold harmless each Indemnitee from and against any and all actual Indemnified Liabilities by reason of such settlement in accordance herewith), or any other Credit Document (v) relate solely to a Release or arising out threatened Release of its activities in connection herewith or therewith (whether before or Hazardous Materials at a Real Property first caused and first created after the Closing Date)Administrative Agent sells the respective Real Property pursuant to a foreclosure or has accepted a deed in lieu of foreclosure and resulting solely from acts by Persons other than the Loan Parties. The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder.This Section

Payment of Expenses; Indemnification. The Except with respect to Taxes which are addressed solely in Section 2.20, the Borrower agrees (a) to pay or reimburse the Administrative each Agent and the Amendment Agents 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 reasonable fees and 106 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 in connection with the development, preparation and execution of, and any amendment, 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 or invoiced fees, disbursements and other charges of one counsel to the Administrative Agent and the Amendment Agents, and in connection with local and collateral matters, one counsel in any relevant local jurisdiction, (b) to pay all reasonable out of pocket expenses incurred by any Letter of Credit Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (c) to pay or reimburse the Administrative Agent and any other Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this AgreementAgreement or in a bankruptcy case or insolvency proceeding, the other Credit Loan Documents and any such other documents (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)documents, including the reasonable fees, documented fees and disbursements and other charges of one primary a single firm of counsel (and, 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 the Lenders, taken as a whole) (and, in each case, in the case of an actual or perceived conflict of interest by an Agent, where the Agent another firm of counsel for such affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another counsel to the affected AgentIndemnitee), and one local counsel in each appropriate jurisdiction (which may include one special counsel acting in multiple jurisdictions), (dc) 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 indemnify or reimburse each Lender, each Letter of Credit Issuer Agent 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 Related Parties affiliates, and each of their respective officers, partners, directors, employees, trustees, advisors, agents, sub-agents, representatives, attorneys and controlling Persons, as well as the respective heirs, successors and assigns of the foregoing (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against against, any and all other liabilities, obligations, losses, damages, penalties, 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 fees, disbursements and other charges of one primary counsel (and, in the case of an actual any investigations or perceived conflict of interest by an Indemnitee, where the Indemnitee affected by such conflict informs the Borrower inquiries) relating to or such conflict and thereafter retains its own counsel, of another counsel to the affected Indemnitee), and one local counsel in each appropriate jurisdiction (which may include one special counsel acting in multiple jurisdictions), 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 the financing contemplated herebymaking of any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) (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 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 or to any actual or alleged presence, release or threatened release of Hazardous Materials involved or attributable applicable to the operations of the Borrower, any of its Subsidiaries or any of the Real Estate 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 their respective Affiliates or any other Person hereunder (all the foregoing in this clause (ec), collectively, the “indemnified liabilitiesIndemnified Liabilities”); provided that that, neither Holdings nor the Borrower shall have no any obligation hereunder to any such Indemnitee with respect to indemnified liabilities Indemnified Liabilities to the extent such indemnified liabilities result Indemnified Liabilities are determined by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from (i) the gross negligence or willful misconduct of such Indemnitee or its controlled Affiliates Related Persons (to the extent determined by a final, non-appealable judgment of a court of competent jurisdiction), (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 the indemnification of 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 affiliates or their respective officers, partners, directors, employees, agents, representatives, attorneys and controlling persons Persons, any of such Agent and its affiliates and their respective officers, directors, employees, agents and controlling Persons, and (ii) if the Indemnitee is any Lender or any of its affiliates or their respective officers, directors, employees, agents, advisors 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 10.5 shall be due and payable promptly after receipt of a reasonably detailed invoice therefor. Statements payable by the Borrower pursuant to this Section 10.5 shall be submitted to the Borrower at the address thereof set forth in Section 10.2, or members, in 150 each case, who are involved in to such other Person or address as may be hereafter designated by the Transactions (as determined by a court of competent jurisdiction Borrower in a final and non-appealable decision), (ii) a material breach by such Indemnitee or one of its Affiliate of its funding obligations hereunder or (iii) disputes by and among such Indemnitees (other than any claims against any Agent, any other agent, arranger or bookrunner named on the cover page hereto, any Amendment Agent or any Letter of Credit Issuer in such capacities or fulfilling such roles or any similar role or with respect to acts or omissions taken in furtherance of or relating to such capacities or roles) written notice to the extent such disputes do not arise from any act or omission of the Borrower or any of its Affiliates. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks, SyndTrak or other similar information transmissions systems in connection with this Agreement or the Transactions. No Indemnitee shall have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date)Administrative Agent. The agreements in this Section 13.5 10.5 shall survive repayment of the Loans Obligations. To the extent permitted by applicable law, no Loan Party shall assert, and all other amounts payable hereundereach 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 claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

Payment of Expenses; Indemnification. The Borrower agrees (a) to pay or reimburse the Administrative Agent Arrangers and the Amendment Agents for all of their 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 and 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 thereby, including including, without limitation, the reasonable fees and documented or invoiced fees, disbursements and other charges of one primary counsel to the Administrative Agent (as well as (i) one firm of local counsel in each appropriate jurisdiction and (ii) in the case of an actual or perceived conflict of interest as determined in the reasonable discretion of the Administrative Agent, an additional firm of counsel) and the Amendment Agentscharges of SyndTrak, and in connection with local and collateral matters, one counsel in any relevant local jurisdictionIntralinks or similar electronic platform, (b) to pay all reasonable out of pocket expenses incurred by any Letter of Credit Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (c) to pay or reimburse each Lender, the Administrative Agent Arrangers and any other Agent the Agents for all its reasonable and documented their costs and expenses incurred in connection with the enforcement enforcement, defense or preservation of any rights under this Agreement, the other Credit Loan Documents and any such other documents (prepared in connection herewith or therewith, including, without limitation, after the occurrence and during the continuance of a Default or Event of Default and in connection with any workout or restructuring or proceeding under the Bankruptcy Code or any other Debtor Relief Law), including the reasonable fees, fees and disbursements of counsel to each Lender and other charges of one primary counsel (and, in the case of an actual or perceived conflict of interest by an Agent, where the Agent affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another counsel to the affected Agent), and one local counsel in each appropriate jurisdiction (which may include one special counsel acting in multiple jurisdictions)Agents, (dc) to pay, indemnify, or reimburse each Lender, the Arrangers and the Agents for, and hold each Lender, the Arrangers and the Agents harmless each Lender and Agent from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and Other Taxes, if 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 (ed) to pay, indemnify, and hold harmless indemnify or reimburse each Lender, each Letter of Credit Issuer and Arranger, each Agent Agent, their respective Affiliates, and their respective Related Parties officers, directors, trustees, employees, Affiliates, shareholders, attorneys and other advisors, agents and controlling persons (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable and documented fees, disbursements and other charges of one primary counsel (and, in the case of an actual or perceived conflict of interest by an Indemnitee, where the Indemnitee affected by such conflict informs the Borrower or such conflict and thereafter retains its own counsel, of another counsel to the affected Indemnitee), and one local counsel in each appropriate jurisdiction (which may include one special counsel acting in multiple jurisdictions), whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Credit Loan Documents and any such other documents, including the financing contemplated herebymaking of any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) (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 use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law or to any actual or alleged presence, release or threatened release of Hazardous Materials involved or attributable applicable to the operations of the Borrower, Borrower any of its Subsidiaries 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 reasonable fees 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 (e), collectively, the “indemnified liabilities”); provided that the Borrower shall have no obligation hereunder to any such Indemnitee with respect to indemnified liabilities to the extent such indemnified liabilities result from (i) the gross negligence or willful misconduct of such Indemnitee or its controlled Affiliates or its controlling persons or their respective officers, directors, employees, agents, advisors or members, in 150 each case, who are involved in the Transactions (as determined by a court of competent jurisdiction in a final and non-appealable decision), (ii) a material breach by such Indemnitee or one of its Affiliate of its funding obligations hereunder or (iii) disputes by and among such Indemnitees (other than any claims against any Agent, any other agent, arranger or bookrunner named on the cover page hereto, any Amendment Agent or any Letter of Credit Issuer in such capacities or fulfilling such roles or any similar role or with respect to acts or omissions taken in furtherance of or relating to such capacities or roles) to the extent such disputes do not arise from any act or omission of the Borrower or any of its Affiliates. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks, SyndTrak or other similar information transmissions systems in connection with this Agreement or the Transactions. No Indemnitee shall have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date). The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder.clause

Payment of Expenses; Indemnification. The Borrower agrees (a) Each of Holdings and each of the Borrowers, jointly and severally, agree (i) to pay or reimburse each of the Administrative Agent and Agents (promptly upon written demand (with reasonably supporting detail if the Amendment Agents Borrowers shall so request)) for all of their reasonable and documented out-of-pocket costs and expenses (without duplication) incurred in connection with the development, preparation preparation, execution and execution delivery of, and any amendment, supplement or 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 or invoiced fees, disbursements and other charges of one Milbank, Tweed, Xxxxxx and XxXxxx LLP (or such other counsel to as may be agreed by the Administrative Agent and the Amendment Agents, and in connection with local and collateral mattersBorrowers), one counsel in any each relevant local jurisdictionjurisdiction with the consent of the Borrowers (such consent not to be unreasonably withheld or delayed), (b) to pay all reasonable out of pocket expenses incurred by any Letter of Credit Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (cii) to pay or reimburse the Administrative Agent and any other each Agent for all its 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, 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)documents, including the reasonable fees, disbursements and other charges of one primary 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 Borrowers’ consent (such consent not to be unreasonably withheld or delayed (which may include a single special counsel acting in multiple jurisdictions), and (iii) to pay, indemnify and hold harmless each Lender, each Agent, the Letter of Credit Issuer and their respective Related Parties (without duplication) (the “Indemnified Persons”) from and against any and all losses, claims, damages, liabilities, obligations, demands, actions, judgments, suits, costs, expenses, disbursements or penalties of any kind or nature whatsoever (and the reasonable and documented out-of-pocket fees, expenses, disbursements and other charges of one firm of counsel for all Indemnified Persons, taken as a whole (and, in the case of an actual or perceived conflict of interest by an Agent, where the Agent Indemnified Person affected by such conflict informs notifies the Borrower Borrowers of any existence of such conflict and thereafter retains 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 to the for such affected AgentIndemnified Person), and to the extent required, one firm or local counsel in each appropriate relevant jurisdiction (which may include one 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 (d) to payregardless of whether such Indemnified Person is a party thereto or whether or not such action, indemnifyclaim, and hold harmless each Lender and Agent fromlitigation or proceeding was brought by Holdings, any and all recording and filing fees and (e) to pay, indemnify, and hold harmless each Lender, each Letter of Credit Issuer and each Agent and their respective Related Parties (each, an “Indemnitee”) from and against its Subsidiaries or any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable and documented fees, disbursements and other charges of one primary counsel (and, in the case of an actual or perceived conflict of interest by an Indemnitee, where the Indemnitee affected by such conflict informs the Borrower or such conflict and thereafter retains its own counsel, of another counsel to the affected IndemniteePerson), and one local counsel in each appropriate jurisdiction (which may include one special counsel acting in multiple jurisdictions)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 the financing contemplated herebymaking of any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) (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 relating in any way to the Borrowers or to any of their respective Subsidiaries or any actual or alleged presence, release Release or threatened release Release of Hazardous Materials involved or attributable relating in any way to the operations of the Borrower, any of its Subsidiaries Borrowers or any of the Real Estate their respective Subsidiaries (all the foregoing in this clause (eiii), collectively, the “indemnified liabilitiesIndemnified Liabilities”); provided that Holdings and the Borrower Borrowers shall have no obligation hereunder to any such Indemnitee Indemnified Person with respect to indemnified liabilities Indemnified Liabilities to the extent such indemnified liabilities result arising from (i) the gross negligence negligence, bad faith or willful misconduct of such Indemnitee Indemnified Person or any of its controlled Affiliates or its controlling persons or their respective officers, directors, employees, agents, advisors or members, in 150 each case, who are involved in the Transactions (Related Parties as determined by a court of competent jurisdiction in a final and non-appealable decision)judgment of a court of competent jurisdiction, (ii) a material breach of the obligations of such Indemnified Person or any of its Related Parties under the terms of this Agreement by such Indemnitee Indemnified Person or one any of its Affiliate Related Parties as determined in a final and non-appealable judgment of its funding obligations hereunder a court of competent jurisdiction, or (iii) disputes by any proceeding between and among such Indemnitees (other than any claims against any AgentIndemnified Persons that does not involve an act or omission by Holdings, any other agentthe Borrowers or their respective Restricted Subsidiaries; provided the Agents, arranger or bookrunner named on the cover page hereto, any Amendment Agent or any Letter of Credit Issuer in such capacities or fulfilling such roles or any similar role or with respect to acts or omissions taken in furtherance of or relating to such capacities or roles) to the extent acting in their capacity as such, shall remain indemnified in respect of such disputes do not arise from any act or omission proceeding, to the extent that neither of the Borrower exceptions set forth in clause (i) or any (ii) of its Affiliates. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks, SyndTrak or other similar information transmissions systems in connection with this Agreement or the Transactions. No Indemnitee shall have any liability for any special, punitive, indirect or consequential damages relating immediately preceding proviso applies to this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date)such person at such time. The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder. This Section 13.5 shall not apply with respect to Taxes, other than any Taxes that represent losses, claims, damages, liabilities, obligations, penalties, actions, judgments, suits, costs, expenses or disbursements arising from any non-Tax claim.

Payment of Expenses; Indemnification. The Borrower agrees (a) to pay or reimburse the Administrative Agent and the Amendment Agents for all of their reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation and execution and delivery of, and any amendment, waiver, supplement or modification to, this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable and documented or invoiced fees, disbursements and other charges of one GableGotwals, in its capacity as counsel to the Administrative Agent and the Amendment AgentsAgent, and in connection with local and collateral matters, one counsel in each appropriate local jurisdiction (excluding any relevant local jurisdictionallocated costs of in-house counsel), (b) to pay all reasonable out of pocket expenses incurred by any Letter of Credit Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (c) to pay or reimburse the Administrative Agent each Lender, Issuing Bank and any other Agent for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents (including, 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)documents, including the reasonable fees, disbursements and other charges of one primary counsel to the Administrative Agent, Collateral Agent and the other Agents (and, in the case of unless there is an actual or perceived conflict of interest by an Agentin which case each such Person may, where with the Agent affected by such conflict informs the Borrower of such conflict and thereafter retains Borrower’s consent (not to be unreasonably withheld or delayed), retain its own counsel, of another counsel to the affected Agent), and one local counsel in each appropriate jurisdiction (which may include one special counsel acting in multiple jurisdictions), (dc) to pay, indemnify, and hold harmless each Lender Lender, Issuing Bank and Agent from, any and all recording and filing fees and (ed) to pay, indemnify, and hold harmless each Lender, each Letter of Credit Issuer Issuing Bank and each Agent and their respective Related Parties (each, an “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, whether or not such proceedings are brought by the Borrower, any of its Related Parties or any other Person, including reasonable and documented fees, disbursements and other charges of one primary counsel (for all such Persons, taken as a whole, and, if necessary, by a single firm of local counsel in the case of each appropriate jurisdiction for all such Persons, taken as a whole (unless there is an actual or perceived conflict of interest by an Indemniteein which case each such Person may, where with the Indemnitee affected by such conflict informs consent of the Borrower (not to be unreasonably withheld or such conflict and thereafter retains delayed), retain its own counsel, of another counsel to the affected Indemnitee), and one local counsel in each appropriate jurisdiction (which may include one special counsel acting in multiple jurisdictions), with respect to (i) the execution, delivery, enforcement, performance and administration of this Agreement, the other Credit Documents and any such other documents, including the financing contemplated herebymaking of documents and (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the any Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) (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 any trustee or advisor)) or to any actual or alleged presence, release or threatened release of Hazardous Materials involved involving or attributable to the operations of the Borrower, any of its Subsidiaries or any of the Real Estate Oil and Gas Properties (all the foregoing in this clause (ed), collectively, the “indemnified liabilitiesIndemnified Liabilities”); provided that the Borrower shall have no obligation hereunder to any such Indemnitee Agent or any Lender or any of their respective Related Parties with respect to indemnified liabilities Indemnified Liabilities to the extent such indemnified liabilities result to have resulted from (i) the gross negligence negligence, bad faith or willful misconduct of such Indemnitee the party to be indemnified or any of its controlled Affiliates or its controlling persons or their respective officers, directors, employees, agents, advisors or members, in 150 each case, who are involved in the Transactions (Related Parties as determined by a final non-appealable judgment of a court of competent jurisdiction in a final and non-appealable decision)jurisdiction, (ii) a any material breach of any Credit Document by such Indemnitee or one of its Affiliate of its funding obligations hereunder the party to be indemnified or (iii) disputes by and among such Indemnitees (other than any claims against any Agentdisputes, any other agentclaims, arranger demands, actions, judgments or bookrunner named on the cover page hereto, any Amendment Agent or any Letter of Credit Issuer in such capacities or fulfilling such roles or any similar role or with respect to acts or omissions taken in furtherance of or relating to such capacities or roles) to the extent such disputes do suits not arise from involving any act or omission of by the Borrower or any of its Affiliates, brought by an indemnified Person against any other indemnified Person (other than disputes, claims, demands, actions, judgments or suits involving claims against any Agent in its capacity as such). No Indemnitee 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 IntraLinksinternet, SyndTrak electronic, telecommunications or other similar information transmissions transmission systems (including IntraLinks or SyndTrak Online) in connection with this Agreement Agreement, except to the extent that such damages have resulted from the willful misconduct, bad faith or gross negligence of the Transactions. No Indemnitee party to be indemnified or any of its Related Parties (as determined by a court of competent jurisdiction in a final and non-appealable decision), nor (except solely for indemnification for any special, punitive, indirect or consequential damages as a result of the indemnification obligations of the Borrower or any of its Subsidiaries set forth above) shall any such Person, the Borrower or any of its Subsidiaries have any liability for any special, punitive, indirect or consequential damages (including, without limitation, 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 herewith or therewith (whether before or after the Closing Date). All amounts payable under this Section 13.5 shall be paid within 10 Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expense in reasonable detail, accompanied, if requested by the Borrower, by reasonable supporting documentation. The agreements in this 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 any Taxes other than Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever resulting from a non-Tax claim, which shall be governed exclusively by Section 5.4 and, to the extent set forth therein, Sections 2.10 and 3.5. 139

Payment of Expenses; Indemnification. The Borrower agrees Borrowers agree (a) to pay or reimburse the Administrative Agent and the Amendment Agents for all of their reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation preparation, execution and execution delivery of, and any amendment, 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 or invoiced fees, disbursements and other charges of one counsel to the Administrative Agent Xxxxxx & Xxxxxxx LLP and the Amendment Agents, and in connection with local and collateral matters, one counsel in any each relevant local jurisdiction, (b) to pay all reasonable out of pocket expenses incurred by any Letter of Credit Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (c) to pay or reimburse the Administrative Agent and any other each Agent for all its reasonable and documented out of pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents (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)documents, including the reasonable fees, disbursements and other charges of one primary counsel to the Administrative Agent, the Collateral Agent and the other Agents (and, in the case of unless there is an actual or perceived conflict of interest by an Agent, where the Agent affected by in which case each such conflict informs the Borrower of such conflict and thereafter retains Person may retain its own counsel, of another counsel to the affected Agent), and one local counsel in each appropriate jurisdiction (which may include one special counsel acting in multiple jurisdictions), (dc) to pay, indemnify, and hold harmless each Lender and Agent from, any and all recording and filing fees and (ed) to pay, indemnify, and hold harmless each Lender, each Letter of Credit Issuer Lender and each Agent and their respective Related Parties (eachAffiliates, an “Indemnitee”) directors, officers, employees and agents 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 fees, disbursements and other charges of one primary counsel and one local counsel in each relevant jurisdiction to such indemnified Persons (and, in the case of unless there is an actual or perceived conflict of interest by an Indemnitee, where or the Indemnitee affected by availability of different claims or defenses in which case each such conflict informs the Borrower or such conflict and thereafter retains Person may retain its own counsel), of another counsel related to the affected IndemniteeTransactions (including, without limitation, the solicitation of consents, the syndication of the Loans, Commitments and other extension of credit made hereunder, and any other actions contemplated under that certain (i) Engagement and Commitment Letter (the “Commitment Letter”), (ii) Fee Letter and one local counsel in (iii) Commitment and Fee Letter, each appropriate jurisdiction (which may include one special counsel acting in multiple jurisdictions)dated as of June 2, 2011 and entered into by and among the Parent Borrower, the Joint Lead Arrangers and Bookrunners and the other parties named therein) or, 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 herebymaking of any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) (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 210 violation of, noncompliance with or liability under, any Environmental Law (other than by such indemnified person or any of its Related Parties (other than any trustee or advisor)) or to any actual or alleged presence, release or threatened release of Hazardous Materials involved involving or attributable to the operations of the BorrowerBorrowers, any of its their Subsidiaries or any of the Real Estate (all the foregoing in this clause (ed), collectively, the “indemnified liabilities”); , provided that the Borrower Borrowers shall have no obligation hereunder to any such Indemnitee Agent or any Lender or any of their respective Affiliates, officers, directors, employees or agents with respect to indemnified liabilities to the extent such indemnified liabilities result it has been determined by a final non-appealable judgment of a court of competent jurisdiction to have resulted from (i) the gross negligence negligence, bad faith or willful misconduct of such Indemnitee or its controlled Affiliates or its controlling persons or their respective officers, directors, employees, agents, advisors or members, in 150 each case, who are involved in the Transactions (as determined by a court of competent jurisdiction in a final and non-appealable decision), (ii) a material breach by such Indemnitee or one of its Affiliate of its funding obligations hereunder or (iii) disputes by and among such Indemnitees (other than any claims against any Agent, any other agent, arranger or bookrunner named on the cover page hereto, any Amendment Agent or any Letter of Credit Issuer in such capacities or fulfilling such roles or any similar role or with respect party to acts or omissions taken in furtherance of or relating to such capacities or roles) to the extent such disputes do not arise from any act or omission of the Borrower be indemnified or any of its Affiliates, officers, directors, employees or agents or (ii) any material breach of any Credit Document by the party to be indemnified. No Indemnitee Person entitled to indemnification under clause (d) of this Section 14.5 shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks, SyndTrak the Platform or other similar information transmissions transmission systems in connection with this Agreement or the Transactions. No Indemnitee Agreement, nor shall any such Person have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Restatement Effective Date). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 14.5 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 indemnification under clause (d) of this Section 14.5 is otherwise a party thereto. All amounts payable under this Section 14.5 shall be paid within ten Business Days of receipt by either Borrower of an invoice relating thereto setting forth such expense in reasonable retail. The agreements in this Section 13.5 14.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses; Indemnification. The Whether or not any Loan is made to the Borrower, the Borrower agrees (a) to pay or pay, and to reimburse the Administrative Agent and the Amendment Agents Lender for all of their reasonable and documented out-of-pocket the Lender's costs and expenses incurred (including any stamp duty, registration, documentary, excise and any other similar taxes payable) in connection with the developmentpreparation, preparation negotiation, execution and execution of, and any amendment, supplement or modification to, delivery of this Agreement and the each other Credit Documents and Loan Document, any amendment or waiver to this Agreement or any other documents prepared in connection herewith Loan Document, the collection or therewithother enforcement of this Agreement or any other Loan Document, the perfection and priority of any Collateral, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable and documented or invoiced fees, disbursements and other charges of one counsel to the Administrative Agent and the Amendment Agents, and in connection with local and collateral matters, one counsel in any relevant local jurisdiction, (b) to pay all reasonable out of pocket expenses incurred by any Letter of Credit Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (c) to pay or reimburse the Administrative Agent and any other Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any and all rights of the Lender hereunder and under this Agreement, the other Credit Documents and any such other documents (Loan Documents, including, without limitation, after all fees and expenses of all counsels to the occurrence and during the continuance of a Default or Event of Default and Lender in connection with any workout of the foregoing. Payment of such expenses shall be made on or restructuring or proceeding under after the Bankruptcy Code or any other Debtor Relief Law), including earlier of (i) the reasonable fees, disbursements and other charges acceleration of one primary counsel (and, in the case Borrower’s obligations hereunder due to the occurrence of an actual Event of Default or perceived conflict of interest by an Agent, where (ii) the Agent affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another counsel to the affected Agent), and one local counsel in each appropriate jurisdiction (which may include one special counsel acting in multiple jurisdictions), (d) to pay, indemnify, and hold harmless each Lender and Agent from, any and all recording and filing fees and (e) to pay, indemnify, and hold harmless each LenderMaturity Date. In addition, each Letter of Credit Issuer ReGen and each Agent and their respective Related Parties (each, an “Indemnitee”) RBIO hereby releases and agrees to indemnify the Lender from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses suits or disbursements costs of any kind or nature whatsoever, including reasonable and documented fees, disbursements and other charges of one primary counsel (and, in the case of an actual or perceived conflict of interest by an Indemnitee, where the Indemnitee affected by such conflict informs the Borrower or such conflict and thereafter retains its own counsel, of another counsel to the affected Indemnitee), and one local counsel in each appropriate jurisdiction (which may include one special counsel acting in multiple jurisdictions), whatsoever 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 herebymaking of any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) (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 or to any actual or alleged presence, release or threatened release of Hazardous Materials involved or attributable to the operations of the Borrower, any of its Subsidiaries or any of the Real Estate (all the foregoing in this clause (e), collectively, the “indemnified liabilities”); provided that the Borrower shall have no obligation hereunder to any such Indemnitee with respect to indemnified liabilities to the extent such indemnified liabilities result from (i) the gross negligence or willful misconduct of such Indemnitee or its controlled Affiliates or its controlling persons or their respective officers, directors, employees, agents, advisors or members, in 150 each case, who are involved in the Transactions (as determined by a court of competent jurisdiction in a final and non-appealable decision), (ii) a material breach by such Indemnitee or one of its Affiliate of its funding obligations hereunder or (iii) disputes by and among such Indemnitees (other than any claims against any Agent, any other agent, arranger or bookrunner named on the cover page hereto, any Amendment Agent or any Letter of Credit Issuer in such capacities or fulfilling such roles or any similar role or with respect to acts or omissions taken in furtherance of or relating to such capacities or roles) to the extent such disputes do not arise from any act or omission of the Borrower or any of its Affiliates. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks, SyndTrak or other similar information transmissions systems in connection with this Agreement or the Transactions. No Indemnitee shall have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Credit Loan Document or arising out any Loan or other advance or any matter related hereto or thereto (all of its activities in connection herewith the foregoing, collectively, the “Indemnified Liabilities”), except for Indemnified Liabilities caused directly by the Lender's gross negligence or therewith (whether before willful misconduct. Without limiting the survival of any other provisions of this Agreement or after the Closing Date). The agreements in other Loan Documents, the terms of this Section 13.5 shall survive repayment payment of the Loans and all termination of this Agreement and the other amounts payable hereunderLoan Documents.

Payment of Expenses; Indemnification. The Borrower agrees (a) to pay or reimburse the Administrative each Agent and the Amendment Agents for all of their its reasonable and documented documented, out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and Agreement, 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 documented fees and documented disbursements of counsel and any financial advisor or invoiced feesthird party consultants or appraisers to and each Agent and filing and recording fees and expenses, disbursements and other charges of one counsel with statements with respect to the Administrative foregoing to be submitted to the Borrower prior to the Closing Date (in the case of amounts to be paid on the Closing Date) and from time to time thereafter on such other periodic basis as each Agent and the Amendment Agents, and in connection with local and collateral matters, one counsel in any relevant local jurisdictionshall deem appropriate, (b) to pay all reasonable out of pocket expenses incurred by any Letter of Credit Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (c) to pay or reimburse each Lender, the Administrative Agent Issuing Lender, the Swingline Lenders and any other each Agent for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, including in connection with any work-out, restructuring, forbearance or other amendment providing relief to the Borrower, the other Credit Loan Documents and any such other documents (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)related thereto, including the reasonable feesdocumented fees and disbursements of counsel and any financial advisor or third party consultants or appraisers to each Agent and the reasonable documented fees and disbursements of counsel to the several Lenders; provided, disbursements and other charges of one primary counsel (andthat, in the case of an actual or perceived conflict of interest clause (a), the Borrower shall not be obligated to reimburse for more than one law firm (and, in addition, if reasonably deemed necessary by an the Administrative Agent, where the Agent affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another one special counsel to the affected Agent), and one local counsel in each appropriate relevant jurisdiction outside of which such primary law firm has offices or is otherwise licensed to practice) as counsel for the Lenders and Agents, (which c) to pay, indemnify, and hold each Lender, the Issuing Lender, the Swingline Lenders and each Agent harmless from, any and all recording and filing fees, if any, that may include one special counsel acting be payable or determined to be payable in multiple jurisdictions)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 related thereto, and (d) to pay, indemnify, and hold harmless each Lender and Agent from, any and all recording and filing fees and (e) to pay, indemnify, and hold harmless each Lender, each Letter of Credit Issuer and the Issuing Lender, the Swingline Lenders, each Agent and each Arranger and their respective Related Parties officers, directors, employees, affiliates, agents, advisors, trustees and controlling persons (each, an “Indemnitee”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable and documented fees, disbursements and other charges of one primary counsel (and, in the case of an actual or perceived conflict of interest by an Indemnitee, where the Indemnitee affected by such conflict informs the Borrower or such conflict and thereafter retains its own counsel, of another counsel to the affected Indemnitee)extent arising out of any litigation, and one local counsel in each appropriate jurisdiction (which may include one special counsel acting in multiple jurisdictions), investigation or proceeding with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Credit Loan Documents and any such other documentsdocuments and instruments referred to therein, including the financing contemplated herebymaking of any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) (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 use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law or to any actual or alleged presence, release or threatened release of Hazardous Materials involved or attributable applicable to the operations of the Borrower, any of its Subsidiaries Group Member or any of the Real Estate Properties and the reasonable documented fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document regardless of whether an Indemnitee is a party thereto and regardless of whether brought by the Borrower, its Affiliates or any other Person or party (all the foregoing in this clause (ed), collectively, the “indemnified liabilitiesIndemnified Liabilities”); provided provided, that the Borrower shall have no obligation hereunder to any such Indemnitee with respect to indemnified liabilities Indemnified Liabilities to the extent such indemnified liabilities result Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from (i) the gross negligence or willful misconduct of, or material breach of any Loan Document by, such Indemnitee or any such Indemnitee’s affiliates or any of its controlled Affiliates or its controlling persons or their respective officers, directors, employees, affiliates, agents, advisors advisors, trustees and controlling persons. Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower agrees not to assert and to cause their respective Subsidiaries not to assert, and hereby waive and agree to cause their respective Subsidiaries to waive, all rights for contribution or members, in 150 each case, who are involved in the Transactions (as determined by a court of competent jurisdiction in a final and non-appealable decision), (ii) a material breach by such Indemnitee or one of its Affiliate of its funding obligations hereunder or (iii) disputes by and among such Indemnitees (other than any claims against any Agent, any other agent, arranger or bookrunner named on the cover page hereto, any Amendment Agent or any Letter rights of Credit Issuer in such capacities or fulfilling such roles or any similar role or recovery with respect to acts all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or omissions taken nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee unless such rights arise out of conditions created by the gross negligence, or willful misconduct of, or material breach of any Loan Document by, such Indemnitee. All amounts due under this Section 10.5 shall be payable not later than ten Business Days after a reasonably detailed written demand therefor. Statements payable by the Borrower pursuant to this Section 10.5 shall be submitted to the Borrower as set forth in furtherance of Section 10.2, or relating to such capacities other Person or roles) address as may be hereafter designated by the Borrower in a written notice to the extent such disputes do not arise from any act or omission of the Borrower or any of its Affiliates. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks, SyndTrak or other similar information transmissions systems in connection with this Agreement or the Transactions. No Indemnitee shall have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date)Administrative Agent. The agreements in this Section 13.5 10.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses; Indemnification. The Borrower agrees Each of the Obligors agrees, subject to the occurrence of and from and after the Closing Date, (a) to pay or reimburse the Administrative Agent Agents, the Arranger and the Amendment Agents their respective Related Parties for all of their reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation and execution and delivery of, and any amendment, supplement or modification to, this Agreement and the other Credit Senior Finance Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable and documented or invoiced fees, disbursements and other charges of one Xxxxxx Xxxxxx & Xxxxxxx LLP, as counsel to the Administrative Agent and the Amendment Agents, and in connection with any local and collateral matters, one counsel in any relevant local jurisdictionor special counsel, (b) to pay all reasonable out of pocket expenses incurred by any Letter of Credit Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (c) to pay or reimburse the Administrative each Agent and any other Agent each Senior Finance Party 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 Senior Finance Documents and any 138 such other documents (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)documents, including the reasonable fees, disbursements and other charges of one primary counsel (andXxxxxx Xxxxxx & Xxxxxxx LLP, in the case of an actual or perceived conflict of interest by an Agent, where the Agent affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another as counsel to the affected Agent)Agents, and one any local counsel in each appropriate jurisdiction (which may include one or special counsel acting in multiple jurisdictions)counsel, (dc) to pay, indemnify, and hold harmless each Lender and Agent from, any and all recording and filing fees and (ed) to pay, indemnify, and hold harmless each Lender, each Letter of Credit Issuer Lender and each Agent and their respective Related Parties (each, an “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 fees, disbursements and other charges of one primary counsel (andcounsels, arising out of, in the case connection with, or as a result 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 affected Indemnitee), and one local counsel in each appropriate jurisdiction (which may include one special counsel acting in multiple jurisdictions), with respect to i) the execution, delivery, enforcement, performance and or administration of this Agreement, the other Credit Senior Finance Documents and any such other documentsdocuments contemplated hereby or thereby, including the financing contemplated herebymaking of any Loan or Letter of Credit or the consummation of the transactions contemplated hereby or thereby, (ii) the actual or proposed use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) (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 Loans, (iii) the violation of, noncompliance with or liability under, any Environmental Law Law, in each case, applicable to the Parent Guarantor or any of its Subsidiaries or to any actual or alleged presence, release Release or threatened release Release of Hazardous Materials involved involving or attributable to the operations of the Borrower, Parent Guarantor or any of its Subsidiaries Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the Real Estate foregoing (all the foregoing in this clause (ed), collectively, the “indemnified liabilities”); , provided that none of the Borrower Obligors shall have no any obligation hereunder to any such Indemnitee Agent or any Lender or any of their respective Related Parties with respect to indemnified liabilities to the extent such indemnified liabilities result it has been determined by a final non-appealable judgment of a court of competent jurisdiction to have resulted from (i) the gross negligence or willful misconduct of such Indemnitee or its controlled Affiliates or its controlling persons or their respective officers, directors, employees, agents, advisors or members, in 150 each case, who are involved in the Transactions (as determined by a court of competent jurisdiction in a final and non-appealable decision), (ii) a material breach by such Indemnitee or one of its Affiliate of its funding obligations hereunder or (iii) disputes by and among such Indemnitees (other than any claims against any Agent, any other agent, arranger or bookrunner named on the cover page hereto, any Amendment Agent or any Letter of Credit Issuer in such capacities or fulfilling such roles or any similar role or with respect party to acts or omissions taken in furtherance of or relating to such capacities or roles) to the extent such disputes do not arise from any act or omission of the Borrower be indemnified or any of its AffiliatesRelated Parties, or (ii) disputes between and among Persons otherwise entitled to indemnification; provided that each Agent (and its Related Parties), to the extent acting in its capacity as such, shall remain indemnified in respect of such disputes to the extent otherwise entitled to be so indemnified hereunder. No Indemnitee Person entitled to indemnification under clause (d) of this Section 12.5 shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks, SyndTrak IntraLinks or other similar information transmissions transmission systems in connection with this Agreement or the Transactions. No Indemnitee Agreement, nor shall any such Person have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Credit Senior Finance Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 12.5 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Obligor, its directors, stockholders or creditors or any other Person, whether or not any Person entitled to indemnification under clause (d) of this Section 12.5 is otherwise a party thereto. All amounts payable under this Section 12.5 shall be paid within ten Business Days of receipt by the Parent Guarantor of an invoice relating thereto setting forth such expense in reasonable retail. The agreements in this Section 13.5 12.5 shall survive repayment of the Loans and all other amounts payable hereunder. This Section 12.5 shall not apply with respect to any claims for Taxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements arising from any non-Tax claim.

Payment of Expenses; Indemnification. (a) The Borrower agrees (ai) to pay or reimburse each of the Administrative Agent Agents and the Amendment Agents Arranger for all of their reasonable and documented out-of-pocket costs and expenses incurred in connection with the syndication of the Term Loan Facility (other than fees payable to syndicate members) and the development, negotiation, preparation and 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 thereby, including the reasonable and documented or invoiced fees, fees and disbursements and other charges of one a single law firm as counsel to the Administrative Agent Agents and the Amendment Arranger and one local counsel to the Agents, and in connection with local and collateral matterstaken as a whole, one counsel in any relevant local jurisdictionjurisdiction and the charges of any Platform, (b) to pay all reasonable out of pocket expenses incurred by any Letter of Credit Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (cii) to pay or reimburse each Lender and the Administrative Agent and any other Agent Agents for all its 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 Loan Documents and any such other documents (includingprepared in connection herewith or therewith, without limitationincluding all costs and expenses incurred during any legal proceeding, after including any proceeding under any Debtor Relief Laws, the occurrence reasonable and during the continuance documented fees and disbursements of a Default or Event of Default and in connection with any workout or restructuring or proceeding under the Bankruptcy Code or any other Debtor Relief Law), including the reasonable fees, disbursements and other charges of one primary counsel (and, in the case of an actual or perceived conflict of interest by an Agent, where the Agent affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another single law firm as counsel to the affected Agent)Lenders and the Agents taken as a whole, special aircraft counsel (to the extent applicable) and one local counsel to the Lenders and the Agents taken as a whole in any relevant material jurisdiction (or, with respect to enforcement, any relevant jurisdiction) and, if a conflict exists among such Persons, one additional primary counsel and, if necessary or advisable, one local counsel in each appropriate jurisdiction (which may include one special counsel acting in multiple jurisdictions)relevant jurisdiction, (diii) to pay, indemnify, and hold harmless or reimburse each Lender and Agent the Agents for, and hold each Lender and the Agents harmless from, any and all reasonable recording and filing fees and any and all reasonable liabilities with respect to, or resulting from any delay in paying Other Taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of 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 (eiv) to pay, indemnify, and hold harmless indemnify or reimburse each Lender, each Letter of Credit Issuer and each Agent the Agents, their respective affiliates, and their respective Related Parties officers, directors, trustees, employees, advisors, agents and controlling persons (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, claims (including Environmental Claims), actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable and documented fees, disbursements and other charges of one primary counsel whatsoever (andlimited to, 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, the reasonable and documented fees and disbursements of another a single law firm as counsel to the affected Indemnitee)Indemnitees taken as a whole and one local counsel to the Indemnitees taken as a whole in any relevant jurisdiction and, and if a conflict exists among such Persons, one additional primary counsel and, if necessary or advisable, one local counsel in each appropriate jurisdiction relevant jurisdiction) whether direct, indirect, special or consequential, incurred by an Indemnitee or asserted against any Indemnitee arising out of, in connection with, or as a result of (which may include one special counsel acting in multiple jurisdictions), with respect to A) the execution, delivery, enforcement, performance and administration enforcement or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the other Credit Documents and performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (B) any such other documents, including the financing contemplated herebymaking of any Term Loan or Letter of Credit the use or the proposed use of the proceeds therefrom thereof, (including C) any refusal actual or alleged presence or Release of Hazardous Materials on, at, under or from any property owned, occupied or operated by the Issuing Bank Borrower or any of its Subsidiaries, or any liability under any Environmental Law related in any way to honor a demand for payment under a Letter the Borrower or any of Credit if its Subsidiaries or any of their respective properties, or (D) any actual or prospective claim, litigation, investigation or proceeding relating to any of the documents presented in connection with such demand do not strictly comply with foregoing, whether based on contract, tort or any other theory, whether brought by any third party or by the terms of such Letter of Credit) (Borrower or any other Loan Party, and 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 or to any actual or alleged presence, release or threatened release of Hazardous Materials involved or attributable to the operations of the Borrower, any of its Subsidiaries or any of the Real Estate (all the foregoing in this clause (eiv), collectively, the “indemnified liabilitiesIndemnified Liabilities”), but excluding, in each case, Taxes other than any Taxes that represent losses, damages, etc., arising from a non-tax claim; provided that the Borrower shall have no obligation hereunder to any such Indemnitee with respect to indemnified liabilities Indemnified Liabilities to the extent such indemnified liabilities result from Indemnified Liabilities (ix) the gross negligence or willful misconduct are found by a final and nonappealable decision of such Indemnitee or its controlled Affiliates or its controlling persons or their respective officers, directors, employees, agents, advisors or members, in 150 each case, who are involved in the Transactions (as determined by a court of competent jurisdiction in a final and non-appealable decision)to have resulted from the gross negligence, (ii) a bad faith, willful misconduct or material breach by of its obligations under this Agreement of such Indemnitee or one of its Affiliate of its funding obligations hereunder or (iiiy) disputes by and among such Indemnitees (other than any claims against any Agent, any other agent, arranger or bookrunner named on the cover page hereto, any Amendment Agent or any Letter of Credit Issuer in such capacities or fulfilling such roles or any similar role or with respect to acts or omissions taken in furtherance of or relating to such capacities or roles) to the extent such disputes do not arise resulted from any dispute that does not involve an act or omission of by the Borrower or any of its Affiliatesaffiliates, shareholders, partners or other equity holders and that is brought by an Indemnitee against another Indemnitee other than any claims against an Indemnitee in its capacity or in fulfilling its role as the Administrative Agent or the Arranger under the Term Loan Facility. No Indemnitee shall be liable for any damages arising from the use by others unauthorized persons of any information or other materials obtained sent through IntraLinkselectronic, SyndTrak telecommunications or other similar information transmissions transmission systems in connection with this Agreement that are intercepted by such persons or the Transactions. No Indemnitee shall have any liability for any special, punitiveindirect, indirect consequential or consequential punitive damages relating in connection with the Term Loan Facility. Without limiting the foregoing, and to this Agreement the extent permitted by applicable Law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries so to waive, all rights for contribution or any other Credit Document rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or arising out nature, under or related to Environmental Laws, that any of its activities them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 9.5 shall be payable not later than 30 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 9.5 shall be submitted to X. Xxxxxxx (Telephone No. (000) 000-0000) (Fax No. (000) 000-0000), at the address of the Borrower set forth in connection herewith Section 9.2, or therewith (whether before to such other Person or after address as may be hereafter designated by the Closing Date)Borrower in a notice to the Administrative Agent. The agreements in this Section 13.5 9.5 shall survive the termination of the Commitments and the repayment of the Term Loans and all other amounts payable hereunder.

Payment of Expenses; Indemnification. (a) The Borrower agrees (ai) if the Closing Date occurs, to pay or reimburse the Administrative Agent and the Amendment other Agents and the Lead Arrangers for all of their reasonable and documented out-of-pocket costs and expenses incurred in connection with the developmentpreparation, preparation negotiation, syndication and execution of, and any amendment, supplement or modification to, of this Agreement and the other Credit Documents Documents, and any amendment, waiver, consent or other documents prepared in connection herewith modification of the provisions hereof and thereof (whether or therewithnot the transactions contemplated thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney 176 Costs, which shall be limited to Xxxxx Xxxxx LLP and one local counsel as reasonably necessary in any relevant jurisdiction material to the interests of the Lenders taken as a whole (and solely in the case of a conflict of interest, one additional counsel and (if reasonably necessary) one local counsel in each relevant jurisdiction to the affected Indemnitees similarly situated) and (ii) after the Closing Date, to pay or reimburse the Administrative Agent for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement of any rights or invoiced feesremedies under this Agreement or the other Credit Documents (including all such costs and expenses incurred during any legal proceeding, disbursements including any bankruptcy or insolvency proceeding, and other charges including all respective Attorney Costs, which shall be limited to Attorney Costs of one counsel to the Administrative Agent and the Amendment Agents, Lenders taken as a whole and in connection with one local and collateral matters, one counsel as reasonably necessary in any relevant local jurisdiction, (b) jurisdiction material to pay all reasonable out the interests of pocket expenses incurred by any Letter of Credit Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (c) to pay or reimburse the Administrative Agent Lenders taken as a whole and any other Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents (including, without limitation, after the occurrence and during the continuance of a Default or Event of Default and in connection with any workout or restructuring or proceeding under the Bankruptcy Code or any other Debtor Relief Law), including the reasonable fees, disbursements and other charges of one primary counsel (and, solely in the case of an actual or perceived a conflict of interest by an Agentinterest, where the Agent affected by such conflict informs the Borrower of such conflict one additional counsel and thereafter retains its own counsel, of another counsel to the affected Agent), and (if reasonably necessary) one local counsel in each appropriate relevant jurisdiction (which may include one special counsel acting in multiple jurisdictions), (d) to pay, indemnify, and hold harmless each Lender and Agent from, any and all recording and filing fees and (e) to pay, indemnify, and hold harmless each Lender, each Letter of Credit Issuer and each Agent and their respective Related Parties (each, an “Indemnitee”) from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable and documented fees, disbursements and other charges of one primary counsel (and, in the case of an actual or perceived conflict of interest by an Indemnitee, where the Indemnitee affected by such conflict informs the Borrower or such conflict and thereafter retains its own counsel, of another counsel to the affected 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 herebymaking of any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) (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 or to any actual or alleged presence, release or threatened release of Hazardous Materials involved or attributable to the operations of the Borrower, any of its Subsidiaries or any of the Real Estate (all the foregoing in this clause (e), collectively, the “indemnified liabilities”); provided that the Borrower shall have no obligation hereunder to any such Indemnitee with respect to indemnified liabilities to the extent such indemnified liabilities result from (i) the gross negligence or willful misconduct of such Indemnitee or its controlled Affiliates or its controlling persons or their respective officers, directors, employees, agents, advisors or members, in 150 each case, who are involved in the Transactions (as determined by a court of competent jurisdiction in a final and non-appealable decision), (ii) a material breach by such Indemnitee or one of its Affiliate of its funding obligations hereunder or (iii) disputes by and among such Indemnitees (other than any claims against any Agent, any other agent, arranger or bookrunner named on the cover page hereto, any Amendment Agent or any Letter of Credit Issuer in such capacities or fulfilling such roles or any similar role or with respect to acts or omissions taken in furtherance of or relating to such capacities or roles) to the extent such disputes do not arise from any act or omission of the Borrower or any of its Affiliates. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks, SyndTrak or other similar information transmissions systems in connection with this Agreement or the Transactions. No Indemnitee shall have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Datesimilarly situated). The agreements in this Section 13.5 shall survive the repayment of all other Obligations. All amounts due under this Section 13.5 shall be paid within thirty (30) days after written demand therefor (together with backup documentation supporting such reimbursement request); provided that, with respect to the Loans and Closing Date, all amounts due under this Section 13.5 shall be paid on the Closing Date solely to the extent invoiced to the Borrower within two (2) Business Days prior to the Closing Date. If any Credit Party fails to pay when due any costs, expenses or other amounts payable hereunderby it hereunder or under any Credit Document, such amount may be paid on behalf of such Credit Party by the Administrative Agent in its discretion.

Payment of Expenses; Indemnification. The Borrower agrees agrees, in each case within thirty days of written demand, (a) to pay or reimburse the Administrative Agent and the Amendment Agents for all of their reasonable and documented out-of-pocket costs and expenses (without duplication) incurred in connection with the development, preparation and execution and delivery of, and any amendment, supplement 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 fees and documented or invoiced feesreasonable out-of-pocket expenses of Xxxx Xxxxxxxx, disbursements and other charges of one LLP, as counsel to the Administrative Agent and the Amendment AgentsAgents and, if reasonably necessary, of a single firm counsel in each relevant material jurisdiction, in each case, shall exclude allocated costs of in-house counsel, and (ii) in connection with local the case of fees and collateral mattersexpenses related to any other advisor or consultant, one counsel in any relevant local jurisdictionsolely to the extent the Borrower has consented to the retention or engagement of such Person), (b) to pay all reasonable out of pocket expenses incurred by any Letter of Credit Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (c) to pay or reimburse the Administrative Agent and any other each Agent for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents (including, without limitation, after delivered in connection herewith or therewith upon the occurrence and during the continuance of a Default or an Event of Default and in connection with any workout or restructuring or proceeding under the Bankruptcy Code or any other Debtor Relief Law), including the reasonable fees, disbursements and other charges of one primary counsel (andlimited, in the case of legal fees and expenses of the Agents, the Letter of Credit Issuer and the Lenders (taken as a whole), to the reasonable and documented fees reasonable and documented out-of-pocket expenses of Xxxx Xxxxxxxx LLP (or such other counsel as may be agreed by the Administrative Agent and the Borrower) and (x) if reasonably necessary, of a single firm of local counsel in each relevant material jurisdiction and (y) if there is an actual or perceived conflict of interest by an Agentinterest, where one additional counsel for the Agent affected by such conflict informs the Borrower similarly situated (taken as a whole) Persons), in each case excluding in all cases allocated costs of such conflict and thereafter retains its own in-house counsel, of another counsel to the affected Agent), and one local counsel in each appropriate jurisdiction (which may include one special counsel acting in multiple jurisdictions), (d) to pay, indemnify, and hold harmless each Lender and Agent from, any and all recording and filing fees and (ec) to pay, indemnify, and hold harmless each Lender, each Agent, the Letter of Credit Issuer and each Agent and their respective Related Parties Affiliates, directors, officers, members, controlling persons, employees, trustees, investment advisors, and agents and successors of the foregoing (eachin each case, an excluding any Excluded Affiliate, the “IndemniteeIndemnified Persons”) from and against any and all other liabilities, obligations, actual losses, damages, penalties, actions, judgments, suits, costsclaims, expenses or disbursements liabilities 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 one primary counsel (and, if reasonably necessary, one local counsel in the case of each relevant material jurisdiction for all such Indemnified Persons (taken as a whole) and, if there is an actual or perceived conflict of interest 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 extent the Borrower has consented to the retention or engagement of such Person in writing), in each case to the extent arising out of or relating to any claim, litigation or other proceeding, regardless whether any such Indemnified Person is a party thereto or whether such claim, litigation or other proceeding is brought by an Indemnitee, where the Indemnitee affected a third party or by such conflict informs the Borrower or such conflict and thereafter retains any of its own counselAffiliates, of another counsel to the affected Indemnitee), and one local counsel in each appropriate jurisdiction (which may include one special counsel acting in multiple jurisdictions), with respect that is related to the execution, delivery, enforcement, performance performance, and administration of this Agreement, the other Credit Documents and any such other documents, including the financing contemplated herebymaking of any Loan documents delivered in connection herewith or Letter of Credit therewith or the use of the proceeds therefrom (of any Credit Facility, including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) (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 or to any actual or alleged presence, release Release or threatened release Release of Hazardous Materials involved involving or attributable to the operations of the Borrower, Holdings or any of its Subsidiaries or any of the Real Estate (all the foregoing in this clause (ec), collectively, the “indemnified liabilitiesIndemnified Liabilities”); provided provided, that the Borrower shall have no obligation hereunder to any such Indemnitee Indemnified Person with respect to indemnified liabilities to the extent such indemnified liabilities result from Indemnified Liabilities (i) the gross negligence resulting from disputes between and among any Indemnified Persons (or willful misconduct any of such Indemnitee or its controlled Indemnified Person’s Affiliates or any of its controlling persons or their respective officers, directors, employees, agents, advisors controlling persons, members or members, in 150 each case, who are involved in the Transactions (as determined successors of any of the foregoing) that does not involve an act or omission by a court of competent jurisdiction in a final and non-appealable decision), (ii) a material breach by such Indemnitee the Borrower or one any of its Affiliate of its funding obligations hereunder or (iii) disputes by and among such Indemnitees Subsidiaries (other than any claims against any Agent, any other agent, arranger or bookrunner named on the cover page hereto, any Amendment Administrative Agent or any Letter of Credit Issuer Joint Lead Arrangers and Bookrunners in such their respective capacities as such, subject to the immediately succeeding clause (ii)), or fulfilling such roles or any similar role or with respect to acts or omissions taken in furtherance of or relating to such capacities or roles(ii) to the extent it has been determined by a final non-appealable judgment of a court of competent jurisdiction to have resulted from (x) the gross negligence, bad faith or willful misconduct of such disputes do not arise from Indemnified Person (or any act or omission of the Borrower such Indemnified Person’s Affiliates or any of its Affiliatesor their respective officers, directors, employees, agents, controlling persons, members or the successors of any of the foregoing) or (y) a material breach of any Credit Document by such Indemnified Person (or any of such Indemnified Person’s Affiliates or any of its or their respective officers, directors, employees, agents, controlling persons, members or the successors of any of the foregoing). No Indemnitee Person entitled to indemnification under Section 13.5(c) and no other Person party to this Agreement shall be liable (1) for any damages to any other Indemnified Person or party hereto arising from the use by others of any information or other materials obtained through IntraLinks, SyndTrak Xxxxxxx Datasite or other similar information transmissions transmission systems in connection with this Agreement except to the extent that such damage resulted from bad faith, material breach, willful misconduct or gross negligence (as determined by a final non-appealable judgment of a court of competent jurisdiction) of such Indemnified Person, such other Person or any of such Indemnified Person’s or such other Person’s Affiliates or any of its or their respective officers, directors, employees, agents, controlling persons, members or the Transactions. No Indemnitee shall have successors of any liability of the foregoing or (2) for any special, punitive, indirect or consequential damages relating to this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date); provided, that this clause (2) shall not limit the Borrower’s indemnity or reimbursement obligations to the extent such special, punitive, indirect or consequential damages are included in any claim by a third party unrelated to or unaffiliated with such Indemnified Person with respect to which the applicable Indemnified Person is entitled to indemnification in accordance with Section 13.5(c). The agreements in All amounts due under this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunderbe paid within thirty (30) days after written demand therefor (together with backup documentation supporting such reimbursement request).

Payment of Expenses; Indemnification. The Borrower agrees 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 Closing Date, on the Closing Date, (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent Agents and the Amendment Agents Joint Lead Arrangers (and, in the case of the following clause (ii), the Lenders) for all of their reasonable and documented out-of-of- pocket costs and expenses incurred (i) in connection with the developmentsyndication, preparation preparation, execution, delivery, negotiation and execution of, and any amendment, supplement or modification to, 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 or invoiced fees, disbursements and other charges of one counsel Xxxxx Xxxx & Xxxxxxxx LLP and to the Administrative Agent 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 Amendment Agentsextent the Borrower has consented to the retention of such other Person, expenses with respect to any other advisor or consultant, and in connection with local (ii) upon the occurrence and collateral mattersduring the continuation of an Event of Default, one counsel in any relevant local jurisdiction, (b) to pay all reasonable out of pocket expenses incurred by any Letter of Credit Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (c) to pay or reimburse the Administrative Agent and any other Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other 179 Credit Documents and any such other documents (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)documents, including the reasonable and documented out- of-pocket fees, disbursements and other charges of one primary counsel Advisors (andlimited, in the case of an actual or perceived conflict of interest by an AgentAdvisors, where as set forth in the Agent affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another counsel to the affected Agent), and one local counsel in each appropriate jurisdiction (which may include one special counsel acting in multiple jurisdictionsdefinition thereof), (db) to pay, indemnify, and hold harmless each Lender Lender, the L/C Issuers and each Agent from, any and all recording and filing fees and (ec) to pay, indemnify, and hold harmless each Lender, each Letter of Credit Issuer the L/C Issuers and each Agent and their respective Related Parties (eachAffiliates, an “Indemnitee”) and the directors, officers, partners, employees and agents of any of the foregoing, from and against any and all other liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable and documented out-of-pocket fees, disbursements and other charges of one primary counsel (and, in the case of an actual or perceived conflict of interest by an Indemnitee, where the Indemnitee affected by such conflict informs the Borrower or such conflict and thereafter retains its own counsel, of another counsel Advisors related to the affected Indemnitee), and one local counsel in each appropriate jurisdiction (which may include one special counsel acting in multiple jurisdictions)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 the financing contemplated herebymaking of any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) (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 its the Borrower’s Subsidiaries or any of the Real Estate (all the foregoing in this clause (ec), 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 none of the Borrower nor any other Credit Party shall have no any obligation hereunder to any such Indemnitee Agent, any L/C Issuer or any Lender or any of their respective Related Parties with respect to indemnified liabilities to the extent such indemnified liabilities they result from (iA) the gross negligence negligence, bad faith or willful misconduct of such Indemnitee indemnified Person or any of its controlled Affiliates Related Parties (acting on behalf of or its controlling persons or their respective officers, directors, employees, agents, advisors or members, in 150 each case, who are involved in the Transactions (at such indemnified Person’s direction) as determined by a final non-appealable judgment of a court of competent jurisdiction in a final and non-appealable decision)jurisdiction, (iiB) a material breach by of the obligations of such Indemnitee indemnified Person or one any of its Affiliate Related Parties (acting on behalf of its funding obligations hereunder 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, (iiiC) disputes not involving an act or omission of Holdings, the Borrower or any other Credit Party and that is brought by and among such Indemnitees (an indemnified Person against any other indemnified Person, other than any claims against any Agent, any other agent, arranger indemnified Person in its capacity or bookrunner named on the cover page hereto, any Amendment in fulfilling its role as an Agent or any Letter of Credit Issuer in such capacities or fulfilling such roles or any similar role under the Credit Facilities or (D) any settlement effected without the Borrower’s prior written consent, but if settled with respect the Borrower’s prior written consent (not to acts be unreasonably withheld, delayed, conditioned or omissions taken denied) or if there is a final non-appealable judgment in furtherance 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 to thereto setting forth such capacities or roles) to the extent such disputes do not arise from any act or omission expense in reasonable detail. The agreements in this Section 13.5 shall survive repayment of the Borrower or any of its AffiliatesLoans and all other amounts payable hereunder. No Indemnitee shall be liable for Credit Party nor any damages arising from the use by others of any information or other materials obtained through IntraLinks, SyndTrak or other similar information transmissions systems in connection with this Agreement or the Transactions. No Indemnitee indemnified Person shall have any liability for any special, punitive, indirect or consequential damages relating to resulting from this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date) (except, in the case of the Borrower’s obligation hereunder to indemnify and hold harmless the indemnified Person, to the extent of any losses, claims, damages, liabilities and expenses incurred or paid by such indemnified Person to a third party unaffiliated with such 180 indemnified Person). The agreements 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 (or on their behalf) to it if, pursuant to limitations on indemnification set forth in this Section 13.5 shall survive repayment 13.5, such indemnified Person was not entitled to receipt of the Loans and all other amounts payable hereunder.such amounts. 13.6

Payment of Expenses; Indemnification. The Borrower agrees Borrowers, severally and jointly, agrees, subject to any limitations set forth in the Fee Letter, (a) to pay or reimburse the Administrative Agent and the Amendment Agents Lenders for all of their reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation preparation, negotiation and 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 or invoiced fees, disbursements and other charges of one counsel (and, to the Administrative Agent and the Amendment Agents, and in connection with local and collateral mattersextent necessary, one local counsel in any relevant local jurisdictionjurisdiction and, if reasonably required, one regulatory counsel) to the Administrative Agent, (b) to pay all reasonable out or reimburse (i) a single firm of pocket expenses incurred by any Letter of Credit Issuer in connection with counsel to the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunderAdministrative Agent, (cii) to pay if reasonably necessary, one local counsel in each relevant jurisdiction (which may include special counsel acting in multiple jurisdictions) and (iii) solely in the case of an actual or reimburse the Administrative Agent perceived conflict of interest, one additional primary counsel and any other Agent 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 its 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, without limitation, after the occurrence and during the continuance of a Default or Event of Default and in connection with any workout or restructuring or proceeding under the Bankruptcy Code or any other Debtor Relief Law), including the reasonable fees, disbursements and other charges of one primary counsel (and, in the case of an actual or perceived conflict of interest by an Agent, where the Agent affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another counsel to the affected Agent)documents, and one local counsel in each appropriate jurisdiction (which may include one special counsel acting in multiple jurisdictions), (dc) to pay, indemnify, indemnify and hold harmless each Lender and Agent from, any and all recording and filing fees and (e) to pay, indemnify, and hold harmless each Lender, each Letter of Credit Issuer and each the Administrative Agent and their respective Related Parties (each, an “Indemnitee”) from and against any and all other actual liabilities, obligations, losses, damages, penalties, actions, judgments, suits, and reasonable out-of-pocket costs, expenses or disbursements of any kind or nature whatsoever, including reasonable and documented fees, disbursements and other charges of one primary counsel (and, in the case of an actual or perceived conflict of interest by an Indemnitee, where the Indemnitee affected by such conflict informs the Borrower or such conflict and thereafter retains its own counsel, arising as a result of another counsel to the affected 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 herebymaking of any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) (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 on the part of any Credit Party or to any actual or alleged presence, release or threatened release of Hazardous Materials involved or attributable to the operations of the Borrower, any of its Subsidiaries or any actual or alleged presence of Hazardous Materials as a result of the operations of each Credit Party or any of its Subsidiaries, including at any of their Real Estate Property (all the foregoing in this clause (ec), collectively, the “indemnified liabilities”); provided provided, that the Borrower Credit Parties shall have no obligation hereunder to the Administrative Agent or any such Indemnitee Lender nor any of their Related Parties with respect to indemnified liabilities to the extent such indemnified liabilities result arising from (i) the gross negligence or willful misconduct of such Indemnitee the party to be indemnified or its controlled Affiliates or its controlling persons or one of their respective officers, directors, employees, agents, advisors or members, Related Parties (in 150 each case, who are involved in the Transactions (case as determined by a final, non-appealable decision from a court of competent jurisdiction in a final and non-appealable decisionjurisdiction), ; (ii) a material breach by such Indemnitee or one of its Affiliate of its funding obligations hereunder disputes among the Administrative Agent, the Lenders and/or their transferees; or (iii) disputes diminution in value of any Real Property of any Credit Party resulting from the presence of Hazardous Materials existing at such Real Property on or before the Closing Date. The agreements in this Section 12.05 shall survive repayment of the Loans and all other amounts payable hereunder and termination of this Agreement. To the fullest extent permitted by Applicable Law, no Credit Party shall assert, and among such Indemnitees (other than each Credit Party hereby waives, any claims claim against any AgentLender, the Administrative Agent and their respective Related Parties, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other agentCredit Document or any agreement or instrument contemplated hereby, arranger the transactions contemplated hereby or bookrunner named on the cover page heretothereby, any Amendment Agent Loan or any Letter of Credit Issuer in such capacities or fulfilling such roles or any similar role or with respect to acts or omissions taken in furtherance of or relating to such capacities or roles) to the extent such disputes do not arise from any act or omission use of the Borrower or proceeds thereof. No Lender, the Administrative Agent nor any of its Affiliates. No Indemnitee their respective Related Parties shall be liable for any damages arising from the use by others unintended recipients of any information or other materials obtained distributed by it through IntraLinkstelecommunications, SyndTrak electronic or other similar information transmissions transmission systems in connection with this Agreement or the Transactions. No Indemnitee shall have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Credit Document Documents or the transactions contemplated hereby or thereby. This Section 12.05 shall not apply to Taxes other than any Taxes that represent losses, claims, damages, etc., arising out of its activities in connection herewith or therewith (whether before or after the Closing Date). The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunderfrom a non-Tax claim.

Payment of Expenses; Indemnification. (a) The Borrower agrees (ai) to pay or reimburse each of the Administrative Agent Agents and each of the Amendment Agents Arrangers for all of their reasonable and documented out-of-pocket costs and expenses incurred in connection with the syndication of the Revolving Loan Facility (other than fees payable to syndicate members) and the development, negotiation, preparation and 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 thereby, including limited in the case of counsel fees to the reasonable and documented or invoiced fees, fees and disbursements and other charges of one a single law firm as counsel to the Administrative Agent Agents and the Amendment Arrangers and one local counsel to the Agents, and in connection with local and collateral matterstaken as a whole, one counsel in any relevant local jurisdictionjurisdiction and the charges of any Platform, (b) to pay all reasonable out of pocket expenses incurred by any Letter of Credit Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (cii) to pay or reimburse each Lender, each Issuing Bank and the Administrative Agent and any other Agent Agents for all its their reasonable 159 1223206.01A-CHISR02A1223231.10A-CHISR02A - MSW 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 Loan Documents and any other documents prepared in connection herewith or therewith, including all costs and expenses incurred during any legal proceeding, including any proceeding under any Bankruptcy Laws, limited in the case of counsel fees to the reasonable and documented fees and disbursements of a single law firm as counsel to the Lenders and the Agents taken as a whole, and one local counsel to the Lenders and the Agents taken as a whole in any relevant material jurisdiction (or, with respect to enforcement, any relevant jurisdiction) and, if a conflict exists among such Persons, one additional primary counsel and, if necessary or advisable, one local counsel in each relevant jurisdiction, (iii) to pay, indemnify, or reimburse each Lender, each Issuing Bank and the Agents for; and hold each Lender and the Agent harmless from, any and all reasonable recording and filing fees, if any, which may be payable or determined to be payable in connection with 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 (including, without limitation, after the occurrence and during the continuance of a Default or Event of Default and in connection with any workout or restructuring or proceeding under the Bankruptcy Code or any other Debtor Relief Law), including the reasonable fees, disbursements and other charges of one primary counsel (and, in the case of an actual or perceived conflict of interest by an Agent, where the Agent affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another counsel to the affected Agent), and one local counsel in each appropriate jurisdiction (which may include one special counsel acting in multiple jurisdictions), (div) 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 indemnify or reimburse each Lender, each Letter of Credit Issuer and Issuing Bank, each Agent Agent, the Arrangers, their respective affiliates, and their respective Related Parties officers, directors, members employees, advisors, agents and controlling persons (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, claims (including Environmental Claims), actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable and documented fees, disbursements and other charges of one primary counsel whatsoever (andlimited to, 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, the reasonable and documented fees and disbursements of another a single law firm as counsel to the affected Indemnitee), Indemnitees taken as a whole and one local counsel to the Indemnitees taken as a whole in any relevant jurisdiction and, if a conflict exists among such Persons, one additional primary counsel and, if necessary or advisable, one local counsel (plus if applicable, any additional counsel in the event of a conflict) in each appropriate jurisdiction (which may include one special counsel acting in multiple jurisdictionsrelevant jurisdiction), with respect to whether direct, indirect, special or consequential, incurred by an Indemnitee or asserted against any Indemnitee arising out of, in connection with, or as a result of (A) the execution, delivery, enforcement, performance and administration enforcement or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the other Credit Documents and any such other documents, including the financing contemplated herebymaking of any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal performance by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) (regardless of whether any Indemnitee is a party parties hereto or 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 or to any actual or alleged presence, release or threatened release of Hazardous Materials involved or attributable to the operations of the Borrower, any of its Subsidiaries or any of the Real Estate (all the foregoing in this clause (e), collectively, the “indemnified liabilities”); provided that the Borrower shall have no obligation hereunder to any such Indemnitee with respect to indemnified liabilities to the extent such indemnified liabilities result from (i) the gross negligence or willful misconduct of such Indemnitee or its controlled Affiliates or its controlling persons or their respective officers, directors, employees, agents, advisors or members, in 150 each case, who are involved in the Transactions (as determined by a court of competent jurisdiction in a final and non-appealable decision), (ii) a material breach by such Indemnitee or one of its Affiliate of its funding obligations hereunder or (iii) disputes by and among such Indemnitees (other than any claims against any Agent, any other agent, arranger thereunder or bookrunner named on the cover page hereto, any Amendment Agent or any Letter of Credit Issuer in such capacities or fulfilling such roles or any similar role or with respect to acts or omissions taken in furtherance of or relating to such capacities or roles) to the extent such disputes do not arise from any act or omission consummation of the Borrower or any of its Affiliates. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks, SyndTrak or other similar information transmissions systems in connection with this Agreement or the Transactions. No Indemnitee shall have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date). The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder.transactions contemplated hereby,

Payment of Expenses; Indemnification. (a) The Borrower agrees (ai) to pay or reimburse each of the Administrative Agent Agent, the Lead Arrangers, Joint Bookrunners, the Co-Syndicatoin Agents, the Issuing Lenders, and the Amendment Agents Designated Acquisition Swingline Lender for all of their reasonable and documented or invoiced out-of-pocket costs and expenses (without duplication) associated with the syndication of the Initial Term Loan Facility and the Revolving Credit Facilities, as applicable, and incurred in connection with the development, preparation preparation, execution and execution delivery of, and any amendment, supplement or supplement, modification to, waiver and/or enforcement 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 or invoiced fees, disbursements and other charges of one counsel Xxxxxx Xxxxxx & Xxxxxxx LLP and, to the Administrative Agent and extent necessary, a single firm of local counsel in each appropriate local jurisdiction (which may include a single special counsel acting in multiple jurisdictions) or otherwise retained with the Amendment AgentsBorrower’s consent (such consent not to be unreasonably withheld or delayed), and in connection with local and collateral matters, one counsel in any relevant local jurisdiction, (b) to pay all reasonable out of pocket expenses incurred by any Letter of Credit Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (cii) to pay or reimburse each of the Administrative Agent Agent, each Lender, each Issuing Lender, and any other Agent the Designated Acquisition Swingline Lender for all its their reasonable and documented or invoiced 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, 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)documents, including the reasonable fees, disbursements and other charges of one primary firm or counsel to the Administrative Agent, each Lender, each Issuing Lender, and the Designated Acquisition Swingline Lender and, to the extent necessary, a single firm of local counsel in each appropriate local jurisdiction (which may include a single special counsel acting in multiple jurisdictions) or otherwise retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed), and (iii) to pay, indemnify and hold harmless each Lender, each Agent, each Issuing Lender, the Designated Acquisition Swingline Lender each Lead Arranger and each Joint Bookrunner and their respective Related Parties (without duplication) (the “Indemnified Parties”) from and against any and all losses, claims, damages, liabilities or penalties (collectively, “Losses”) of any kind or nature whatsoever and the reasonable and documented and invoiced out-of-pocket expenses, joint or several, to which any such Indemnified Party may become subject, in each case to the extent of any such Losses and related expenses, to the extent arising out of, resulting from, or in connection with any action, claim, litigation, investigation or other proceeding (including any inquiry or investigation of the foregoing) (any of the foregoing, a “Proceeding”) (regardless of whether such Indemnified Party is a party thereto or whether or not such Proceeding was brought by the Borrower, its equity holders, affiliates or creditors or any other third person) and, subject to Section 14.5(e), to reimburse each such Indemnified Party promptly for any reasonable and documented and invoiced out-of-pocket fees and expenses incurred in connection with investigating, responding to or defending any of the foregoing (which in the case of legal fees shall be limited to the reasonable and documented or invoiced out-of-pocket fees, expenses, disbursements and other charges of a single firm of counsel for all Indemnified Parties, taken as a whole and, to the extent necessary, a single firm of local counsel in each appropriate local jurisdiction (which may include a single special counsel acting in multiple jurisdictions) (and, in the case of an actual or perceived conflict of interest by an Agent, where the Agent Indemnified Party affected by such conflict informs notifies the Borrower of any existence of such conflict and thereafter retains in connection with the investigating, responding to or defending any of the foregoing has retained its own counsel, of another one other firm of counsel for such affected Indemnified Party)), relating to the affected Agent), and one local counsel in each appropriate jurisdiction (which may include one special counsel acting in multiple jurisdictions), (d) to pay, indemnify, and hold harmless each Lender and Agent from, any and all recording and filing fees and (e) to pay, indemnify, and hold harmless each Lender, each Letter of Credit Issuer and each Agent and their respective Related Parties (each, an “Indemnitee”) from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses Transactions or disbursements of any kind or nature whatsoever, including reasonable and documented fees, disbursements and other charges of one primary counsel (and, in the case of an actual or perceived conflict of interest by an Indemnitee, where the Indemnitee affected by such conflict informs the Borrower or such conflict and thereafter retains its own counsel, of another counsel to the affected 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 Loan Documents and any such other documents, including the financing contemplated herebymaking of any Loan or Letter of Credit documents or the use of the proceeds therefrom (including any refusal by of the Issuing Bank to honor a demand for payment under a Letter Loans or Letters of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) (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 or to any actual or alleged presence, release or threatened release of Hazardous Materials involved or attributable to the operations of the Borrower, any of its Subsidiaries or any of the Real Estate (all the foregoing in this clause (eiii), collectively, the “indemnified liabilities”); provided that this clause (iii) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, liabilities or penalties arising from any non-Tax claim; and provided, further, that the Borrower shall have no obligation hereunder to any such Indemnitee Indemnified Party with respect to indemnified liabilities to the extent such indemnified liabilities result arising from (ia) the gross negligence negligence, bad faith or willful misconduct of such Indemnitee Indemnified Party or any of its controlled Affiliates or its controlling persons or their respective officers, directors, employees, agents, advisors or members, in 150 each case, who are involved in the Transactions (Related Parties as determined by a court of competent jurisdiction in a final and non-appealable decision)decision of a court of competent jurisdiction, (iib) a material breach by such Indemnitee or one of its Affiliate of its funding obligations hereunder or (iii) disputes by and among such Indemnitees (other than any claims against any Agent, any other agent, arranger or bookrunner named on the cover page hereto, any Amendment Agent or any Letter of Credit Issuer in such capacities or fulfilling such roles or any similar role or with respect to acts or omissions taken in furtherance of or relating to such capacities or roles) to the extent such disputes do not arise from any act or omission of the Borrower obligations of such Indemnified Party or any of its Affiliates. No Indemnitee shall be liable for any damages arising from Related Parties under the use by others terms of any information or other materials obtained through IntraLinks, SyndTrak or other similar information transmissions systems in connection with this Agreement or the Transactions. No Indemnitee shall have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Credit Document by such Indemnified Party or arising out any of its activities Related Parties as determined in connection herewith a final and non-appealable decision of a court of competent jurisdiction, (c) in addition to clause (b) above, in the case of any Proceeding initiated by the Borrower or therewith any Restricted Subsidiary against the relevant Indemnified Party, solely from a breach of the obligations of such Indemnified Party or its Related Parties under the terms of this Agreement or any other Credit Document as determined in a final and non-appealable decision by a court of competent jurisdiction, or (whether before d) any Proceeding brought by any Indemnified Party against any other Indemnified Party that does not involve an act or omission by the Borrower or its Restricted Subsidiaries; provided that each of the Administrative Agent, the Issuing Lenders, the Lead Arrangers and the Joint Bookrunners, in each case to the extent fulfilling their respective roles in their capacities as such, shall remain indemnified in respect of such a Proceeding, to the extent that none of the exceptions set forth in clause (a), (b) or (c) of the immediately preceding proviso applies to such Person at such time. All amounts payable under this Section 14.5(a) shall be paid within 30 days after receipt by the Closing Date)Borrower of written demand and an invoice relating thereto setting forth such expense in reasonable detail. The agreements in this Section 13.5 14.5 shall survive repayment of the Loans and all other amounts payable hereunderhereunder and the termination of the Obligations.

Payment of Expenses; Indemnification. (a) The Borrower agrees agrees, whether or not the transactions contemplated hereby are consummated, (a) to pay or reimburse the Administrative Agent and the Amendment Agents each Lender for all of their its reasonable and documented costs and out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other 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 the transactions to occur on the Closing Date), including reasonable due diligence expenses and the reasonable and documented or invoiced fees, fees and disbursements and other charges of (i) one outside counsel to the Administrative Agent and the Amendment AgentsLenders taken as a whole and (ii) one local counsel to the Agent and the Lenders taken a whole in each relevant jurisdiction, and in the case of any actual or perceived conflict of interest with respect to any of the counsel identified in clauses (i) through (ii) above, one additional counsel to each group of affected Persons similarly situated, taken as a whole and as to any amendment, supplement or modification to this Agreement or any other Loan Document and the administration of the transactions contemplated thereby, including in connection with local any proceeding or negotiation of the type referred to in clause (b) below, regardless of whether an Event of Default or Default has occurred and collateral matters, one counsel in any relevant local jurisdictionis continuing, (b) to pay all reasonable out after the occurrence and during the continuance of pocket expenses incurred by any Letter of Credit Issuer in connection with the issuancea Default, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (c) to pay or reimburse the Administrative Agent and any other Agent the Lenders for all its of their reasonable and documented costs and out-of-pocket 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, after the occurrence and during the continuance of a Default or Event of Default and in connection with any workout refinancing or restructuring of the Loans or proceeding Letters of Credit provided under this Agreement in the Bankruptcy Code nature of a “work-out” or of any other Debtor Relief Law)insolvency or bankruptcy proceeding, including the reasonable fees, legal fees and disbursements and other charges of one primary counsel (and, in the case of an actual or perceived conflict of interest by an Agent, where the Agent affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another outside counsel to the affected Agent), Agent and one the Lenders and local counsel in each appropriate relevant jurisdiction to the Agent and the Lenders, and (which may include one special counsel acting in multiple jurisdictions), (dc) to pay, indemnify, and hold harmless each Lender and Agent from, any and all recording and filing fees and (e) to pay, indemnify, and hold harmless each Lender, each Letter of Credit Issuer and each Agent and their respective Related Parties (each, an “Indemnitee”) from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including pay reasonable and documented fees, disbursements and other charges of one primary counsel (and, in the case of an actual or perceived conflict of interest by an Indemnitee, where the Indemnitee affected by such conflict informs the Borrower or such conflict and thereafter retains its own counsel, of another counsel to the affected 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 herebymaking of any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal fees incurred by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented Agent in connection with such demand do not strictly comply with the terms of such Letter of Credit) (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 collateral audits referred to the violation of, noncompliance with or liability under, any Environmental Law or to any actual or alleged presence, release or threatened release of Hazardous Materials involved or attributable to the operations of the Borrower, any of its Subsidiaries or any of the Real Estate (all the foregoing in this clause (e), collectively, the “indemnified liabilities”); provided that the Borrower shall have no obligation hereunder to any such Indemnitee with respect to indemnified liabilities Section 5.6 to the extent such indemnified liabilities result from (i) the gross negligence or willful misconduct of such Indemnitee or its controlled Affiliates or its controlling persons or their respective officers, directors, employees, agents, advisors or members, in 150 each case, who are involved in the Transactions (as determined by a court of competent jurisdiction in a final and non-appealable decision), (ii) a material breach by such Indemnitee or one of its Affiliate of its funding obligations hereunder or (iii) disputes by and among such Indemnitees (other than any claims against any Agent, any other agent, arranger or bookrunner named on the cover page hereto, any Amendment Agent or any Letter of Credit Issuer in such capacities or fulfilling such roles or any similar role or with respect to acts or omissions taken in furtherance of or relating to such capacities or roles) to the extent such disputes do not arise from any act or omission of the Borrower or any of its Affiliatesrequired thereby. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks, SyndTrak or other similar information transmissions systems in connection with this Agreement or the Transactions. No Indemnitee shall have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date). The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder.119

Payment of Expenses; Indemnification. The Borrower agrees (a) to pay or reimburse the Administrative Agent and the Amendment Agents for all of their reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation and execution and delivery of, and any amendment, waiver, supplement or modification to, this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and therebythereby (excluding any allocated costs of in-house counsel), including the reasonable and documented or invoiced fees, disbursements and other charges of one Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, in its capacity as counsel to the Administrative Agent and the Amendment AgentsAgent, and in connection with local and collateral matters, one counsel in any relevant each appropriate local jurisdiction, (b) to pay all reasonable out of pocket expenses incurred by any Letter of Credit Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (c) to pay or reimburse the Administrative Agent and any other each Agent for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents (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)documents, including the reasonable fees, disbursements and other charges of one primary counsel to the Administrative Agent, Collateral Agent and the other Agents (and, in the case of unless there is an actual or perceived conflict of interest by an Agentin which case each such Person may, where with the Agent affected by such conflict informs the Borrower of such conflict and thereafter retains Borrower’s consent (not to be unreasonably withheld or delayed), retain its own counsel, of another counsel to the affected Agent), and one local counsel in each appropriate jurisdiction (which may include one special counsel acting in multiple jurisdictions), (dc) to pay, indemnify, and hold harmless each Lender and Agent from, any and all recording and filing fees and (ed) to pay, indemnify, and hold harmless each Lender, each Letter of Credit Issuer Lender and each Agent and their respective Related Parties (each, an “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, whether or not such proceedings are brought by the Borrower, any of its Related Parties or any other third Person, including reasonable and documented fees, disbursements and other charges of one primary counsel (for all such Persons, taken as a whole, and, if necessary, by a single firm of local counsel in the case of each appropriate jurisdiction for all such Persons, taken as a whole (unless there is an actual or perceived conflict of interest by an Indemniteein which case each such Person may, where with the Indemnitee affected by such conflict informs consent of the Borrower (not to be unreasonably withheld or such conflict and thereafter retains delayed), retain its own counsel, of another counsel to the affected Indemnitee), and one local counsel in each appropriate jurisdiction (which may include one special counsel acting in multiple jurisdictions), with respect to (i) the execution, delivery, enforcement, performance and administration of this Agreement, the other Credit Documents and any such other documents, including the financing contemplated herebymaking of documents and (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) (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)therefrom, including, without limitation, any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law (other than by such indemnified person or any of its Related Parties (other than any trustee or advisor)) or to any actual or alleged presence, release or threatened release of Hazardous Materials involved involving or attributable to the operations of the Borrower, any of its Subsidiaries or any of the Real Estate Oil and Gas Properties (all the foregoing in this clause (ed), collectively, the “indemnified liabilitiesIndemnified Liabilities”); provided that the Borrower shall have no obligation hereunder to any such Indemnitee Agent or any Lender or any of their respective Related Parties with respect to indemnified liabilities Indemnified Liabilities to the extent that such indemnified liabilities result Indemnified Liabilities have resulted from (i) the gross negligence negligence, bad faith or willful misconduct of such Indemnitee the party to be indemnified or any of its controlled Affiliates or its controlling persons or their respective officers, directors, employees, agents, advisors or members, in 150 each case, who are involved in the Transactions (Related Parties as determined by a final non-appealable judgment of a court of competent jurisdiction in a final and non-appealable decision)jurisdiction, (ii) a any material breach of any Credit Document by such Indemnitee or one of its Affiliate of its funding obligations hereunder the party to be indemnified or (iii) disputes by and among such Indemnitees (other than any claims against any Agentdisputes, any other agentclaims, arranger demands, actions, judgments or bookrunner named on the cover page hereto, any Amendment Agent or any Letter of Credit Issuer in such capacities or fulfilling such roles or any similar role or with respect to acts or omissions taken in furtherance of or relating to such capacities or roles) to the extent such disputes do suits not arise arising from any act or omission of by the Borrower or any of its Affiliates, brought by an indemnified Person against any other indemnified Person (other than disputes, claims, demands, actions, judgments or suits involving claims against any Agent in its capacity as such). No Indemnitee Person entitled to indemnification under Section 12.5(d) shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinksinternet, SyndTrak electronic, telecommunications or other similar information transmissions transmission systems (including IntraLinks or SyndTrak Online) in connection with this Agreement Agreement, except to the extent that such damages have resulted from the willful misconduct, bad faith or gross negligence of the Transactions. No Indemnitee party to be indemnified or any of its Related Parties (as determined by a court of competent jurisdiction in a final and non-appealable decision), nor (except solely as a result of the indemnification obligations of the Borrower or any of its Subsidiaries set forth above) shall any such Person, the Borrower or any of its Subsidiaries have any liability for any special, punitive, indirect or consequential damages (including, without limitation, 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 herewith or therewith (whether before or after the Closing Date). All amounts payable under this Section 12.5 shall be paid within 5 Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expense in reasonable detail, accompanied, if requested by the Borrower, by reasonable supporting documentation. The agreements in this Section 13.5 12.5 shall survive repayment of the Loans and all other amounts payable hereunder.. This Section 12.5 shall not apply with respect to any Taxes, other than Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever resulting from a non-Tax claim, which shall be governed exclusively by Section 4.4 and, to the extent set forth therein, Section 2.9. 95

Payment of Expenses; Indemnification. The Borrower agrees Borrowers, severally and jointly, agrees, subject to any limitations set forth in the Fee Letter, (a) to pay or reimburse the Administrative Agent and the Amendment Agents Lenders for all of their reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation preparation, negotiation and 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 or invoiced fees, disbursements and other charges of one counsel (and, to the Administrative Agent and the Amendment Agents, and in connection with local and collateral mattersextent necessary, one local counsel in any relevant local jurisdictionjurisdiction and, if reasonably required, one regulatory counsel) to the Administrative Agent, (b) to pay all reasonable out or reimburse (i) a single firm of pocket expenses incurred by any Letter of Credit Issuer in connection with counsel to the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunderAdministrative Agent, (cii) to pay if reasonably necessary, one local counsel in each relevant jurisdiction (which may include special counsel acting in multiple jurisdictions) and (iii) solely in the case of an actual or reimburse the Administrative Agent perceived conflict of interest, one additional primary counsel and any other Agent 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 its 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, without limitation, after the occurrence and during the continuance of a Default or Event of Default and in connection with any workout or restructuring or proceeding under the Bankruptcy Code or any other Debtor Relief Law), including the reasonable fees, disbursements and other charges of one primary counsel (and, in the case of an actual or perceived conflict of interest by an Agent, where the Agent affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another counsel to the affected Agent)documents, and one local counsel in each appropriate jurisdiction (which may include one special counsel acting in multiple jurisdictions), (dc) to pay, indemnify, indemnify and hold harmless each Lender and Agent from, any and all recording and filing fees and (e) to pay, indemnify, and hold harmless each Lender, each Letter of Credit Issuer and each the Administrative Agent and their respective Related Parties (each, an “Indemnitee”) from and against any and all other actual liabilities, obligations, losses, damages, penalties, actions, judgments, suits, and reasonable out-of-pocket costs, expenses or disbursements of any kind or nature whatsoever, including reasonable and documented fees, disbursements and other charges of one primary counsel (and, in the case of an actual or perceived conflict of interest by an Indemnitee, where the Indemnitee affected by such conflict informs the Borrower or such conflict and thereafter retains its own counsel, arising as a result of another counsel to the affected 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 herebymaking of any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) (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 on the part of any Credit Party or to any actual or alleged presence, release or threatened release of Hazardous Materials involved or attributable to the operations of the Borrower, any of its Subsidiaries or any actual or alleged presence of Hazardous Materials as a result of the operations of each Credit Party or any of its Subsidiaries, including at any of their Real Estate Property (all the foregoing in this clause (ec), collectively, the “indemnified liabilities”); provided provided, that the Borrower Credit Parties shall have no obligation hereunder to the Administrative Agent or any such Indemnitee Lender nor any of their Related Parties with respect to indemnified liabilities to the extent such indemnified liabilities result arising from (i) the gross negligence or willful misconduct of such Indemnitee the party to be indemnified or its controlled Affiliates or its controlling persons or one of their respective officers, directors, employees, agents, advisors or members, in 150 each case, who are involved in the Transactions (as determined by a court of competent jurisdiction in a final and non-appealable decision), Related Parties; (ii) a material breach by such Indemnitee or one of its Affiliate of its funding obligations hereunder disputes among the Administrative Agent, the Lenders and/or their transferees; or (iii) disputes diminution in value of any Real Property of any Credit Party resulting from the presence of Hazardous Materials existing at such Real Property on or before the Closing Date. The agreements in this Section 12.05 shall survive repayment of the Loans and all other amounts payable hereunder and termination of this Agreement. To the fullest extent permitted by Applicable Law, no Credit Party shall assert, and among such Indemnitees (other than each Credit Party hereby waives, any claims claim against any AgentLender, the Administrative Agent and their respective Related Parties, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other agentCredit Document or any agreement or instrument contemplated hereby, arranger the transactions contemplated hereby or bookrunner named on the cover page heretothereby, any Amendment Agent Loan or any Letter of Credit Issuer in such capacities or fulfilling such roles or any similar role or with respect to acts or omissions taken in furtherance of or relating to such capacities or roles) to the extent such disputes do not arise from any act or omission use of the Borrower or proceeds thereof. No Lender, the Administrative Agent nor any of its Affiliates. No Indemnitee their respective Related Parties shall be liable for any damages arising from the use by others unintended recipients of any information or other materials obtained distributed by it through IntraLinkstelecommunications, SyndTrak electronic or other similar information transmissions transmission systems in connection with this Agreement or the Transactions. No Indemnitee shall have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Credit Document Documents or the transactions contemplated hereby or thereby. This Section 12.05 shall not apply to Taxes other than any Taxes that represent losses, claims, damages, etc., arising out of its activities in connection herewith or therewith (whether before or after the Closing Date)from a non-Tax claim. The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder.140

Payment of Expenses; Indemnification. The Borrower agrees (a) to The Borrower shall pay or reimburse the Administrative Agent and the Amendment Agents for (i) all of their reasonable and documented out-of-pocket costs and expenses incurred by the Agents and their respective Affiliates, including the reasonable and documented fees, charges and disbursements of counsel for the Agents and their respective Affiliates and to the extent necessary as determined by the Administrative Agent, other outside consultants for the Administrative Agent, the reasonable and documented travel, photocopy, mailing, courier, telephone and other similar expenses, and the cost of environmental invasive and non-invasive assessments and audits and surveys and appraisals, in connection with the developmentsyndication of the credit facilities provided for herein, preparation the preparation, negotiation, execution, delivery and administration (both before and after the execution ofhereof and including advice of counsel to the Administrative Agent and the Collateral Agent as to the rights and duties of the Administrative Agent, the Collateral Agent and any amendment, supplement or modification to, the Lenders with respect thereto) of this Agreement and the other Credit Documents and any other documents prepared in connection herewith amendments, modifications or therewith, and waivers of or consents related to the consummation and administration of provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all costs, expenses, Taxes, assessments and therebyother charges incurred by the Agents in connection with any filing, including the registration, recording or perfection of any security interest contemplated by this Agreement or any Security Document or any other document referred to therein, (iii) all reasonable and documented or invoiced fees, disbursements and other charges of one counsel to the Administrative Agent and the Amendment Agents, and in connection with local and collateral matters, one counsel in any relevant local jurisdiction, (b) to pay all reasonable out of out-of-pocket expenses incurred by any Letter of Credit Issuer Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (civ) to pay or reimburse all documented out-of-pocket expenses incurred by the Administrative Agent and Agent, the Collateral Agent, any other Agent Agent, the Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for all its reasonable and documented costs and expenses incurred the Administrative Agent, the Collateral Agent, any other Agent, the Issuing Bank or any Lender in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents (including, without limitation, after the occurrence and during the continuance of a Default or Event of Default and in connection with any workout or restructuring or proceeding under the Bankruptcy Code or any other Debtor Relief Law), including the reasonable fees, disbursements and other charges of one primary counsel (and, in the case of an actual or perceived conflict of interest by an Agent, where the Agent affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another counsel to the affected Agent), and one local counsel in each appropriate jurisdiction (which may include one special counsel acting in multiple jurisdictions), (d) to pay, indemnify, and hold harmless each Lender and Agent from, any and all recording and filing fees and (e) to pay, indemnify, and hold harmless each Lender, each Letter of Credit Issuer and each Agent and their respective Related Parties (each, an “Indemnitee”) from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable and documented fees, disbursements and other charges of one primary counsel (and, in the case of an actual or perceived conflict of interest by an Indemnitee, where the Indemnitee affected by such conflict informs the Borrower or such conflict and thereafter retains its own counsel, of another counsel to the affected 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 herebymaking of any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) (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 or to any actual or alleged presence, release or threatened release of Hazardous Materials involved or attributable to the operations of the Borrower, any protection of its Subsidiaries or any of the Real Estate (all the foregoing in this clause (e), collectively, the “indemnified liabilities”); provided that the Borrower shall have no obligation hereunder to any such Indemnitee with respect to indemnified liabilities to the extent such indemnified liabilities result from (i) the gross negligence or willful misconduct of such Indemnitee or its controlled Affiliates or its controlling persons or their respective officers, directors, employees, agents, advisors or members, in 150 each case, who are involved in the Transactions (as determined by a court of competent jurisdiction in a final and non-appealable decision), (ii) a material breach by such Indemnitee or one of its Affiliate of its funding obligations hereunder or (iii) disputes by and among such Indemnitees (other than any claims against any Agent, any other agent, arranger or bookrunner named on the cover page hereto, any Amendment Agent or any Letter of Credit Issuer in such capacities or fulfilling such roles or any similar role or with respect to acts or omissions taken in furtherance of or relating to such capacities or roles) to the extent such disputes do not arise from any act or omission of the Borrower or any of its 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 rights in connection with this Agreement or the Transactions. No Indemnitee shall have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Credit Document Document, including its rights under this Section 13.5, or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date). The agreements in this Section 13.5 shall survive repayment of with the Loans and made or Letters of Credit issued hereunder, including all other amounts payable hereunder.such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. 151

Payment of Expenses; Indemnification. The Borrower agrees agrees, subject to any limitations set forth in the Fee Letter, (a) to pay or reimburse the Administrative Agent and the Amendment Agents Lenders for all of their reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation preparation, negotiation and 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 or invoiced fees, disbursements and other charges of one counsel (and, to the Administrative Agent and the Amendment Agents, and in connection with local and collateral mattersextent necessary, one local counsel in any relevant local jurisdictionjurisdiction and, if reasonably required, one regulatory counsel) to the Administrative Agent, (b) to pay all reasonable out or reimburse (i) a single firm of pocket expenses incurred by any Letter of Credit Issuer in connection with counsel to the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunderAdministrative Agent, (cii) to pay if reasonably necessary, one local counsel in each relevant jurisdiction (which may include special counsel acting in multiple jurisdictions) and (iii) solely in the case of an actual or reimburse the Administrative Agent perceived conflict of interest, one additional primary counsel and any other Agent 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 its 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, without limitation, after the occurrence and during the continuance of a Default or Event of Default and in connection with any workout or restructuring or proceeding under the Bankruptcy Code or any other Debtor Relief Law), including the reasonable fees, disbursements and other charges of one primary counsel (and, in the case of an actual or perceived conflict of interest by an Agent, where the Agent affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another counsel to the affected Agent)documents, and one local counsel in each appropriate jurisdiction (which may include one special counsel acting in multiple jurisdictions), (dc) to pay, indemnify, indemnify and hold harmless each Lender and Agent from, any and all recording and filing fees and (e) to pay, indemnify, and hold harmless each Lender, each Letter of Credit Issuer and each the Administrative Agent and their respective Related Parties (each, an “Indemnitee”) from and against any and all other actual liabilities, obligations, losses, damages, penalties, actions, judgments, suits, and reasonable out- of-pocket costs, expenses or disbursements of any kind or nature whatsoever, including reasonable and documented fees, disbursements and other charges of one primary counsel (and, in the case of an actual or perceived conflict of interest by an Indemnitee, where the Indemnitee affected by such conflict informs the Borrower or such conflict and thereafter retains its own counsel, arising as a result of another counsel to the affected 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 herebymaking of any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) (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 on the part of any Credit Party or to any actual or alleged presence, release or threatened release of Hazardous Materials involved or attributable to the operations of the Borrower, any of its Subsidiaries or any actual or alleged presence of Hazardous Materials as a result of the operations of each Credit Party or any of its Subsidiaries, including at any of their Real Estate Property (all the foregoing in this clause (ec), collectively, the “indemnified liabilities”); provided provided, that the Borrower Credit Parties shall have no obligation hereunder to the Administrative Agent or any such Indemnitee Lender nor any of their Related Parties with respect to indemnified liabilities to the extent such indemnified liabilities result arising from (i) the gross negligence or willful misconduct of such Indemnitee the party to be indemnified or its controlled Affiliates or its controlling persons or one of their respective officers, directors, employees, agents, advisors or members, in 150 each case, who are involved in the Transactions (as determined by a court of competent jurisdiction in a final and non-appealable decision), Related Parties; (ii) a material breach by such Indemnitee or one of its Affiliate of its funding obligations hereunder disputes among the Administrative Agent, the Lenders and/or their transferees; or (iii) disputes by and among such Indemnitees (other than diminution in value of any claims against Real Property of any Agent, any other agent, arranger or bookrunner named on the cover page hereto, any Amendment Agent or any Letter of Credit Issuer in such capacities or fulfilling such roles or any similar role or with respect to acts or omissions taken in furtherance of or relating to such capacities or roles) to the extent such disputes do not arise from any act or omission of the Borrower or any of its Affiliates. No Indemnitee shall be liable for any damages arising Party resulting from the use by others presence of any information Hazardous Materials existing at such Real Property on or other materials obtained through IntraLinks, SyndTrak or other similar information transmissions systems in connection with this Agreement or the Transactions. No Indemnitee shall have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date). The agreements in this Section 13.5 12.05 shall survive repayment of the Loans and all other amounts payable hereunder.hereunder and termination of this Agreement. To the fullest extent permitted by Applicable Law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against any Lender, the 114

Payment of Expenses; Indemnification. The Borrower agrees (a) to pay or reimburse the Administrative Agent Agents (and solely with respect to the Amendment Agents legal expenses of its counsel and financial advisor set forth below, the Initial Lenders) for all of their reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation and execution and delivery of, and any amendment, waiver, 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 thereby, including the reasonable and documented or invoiced fees, disbursements and other charges of one Xxxxxxxx & Xxxxxxxx LLP in their capacity as counsel to the Lenders and Xxxxxx & Xxxxxx Xxxx Xxxxxxx LLP in their capacity as counsel to the Administrative Agent and the Amendment Agents, Collateral Agent and in connection with local and collateral matters, one counsel in any relevant each appropriate local jurisdictionjurisdiction and the reasonable fees, disbursements and other charges of Evercore as financial advisor to the Initial Lenders, (b) to pay all reasonable out of pocket expenses incurred by any Letter of Credit Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (c) to pay or reimburse the Administrative each Agent and any other Agent the Lenders 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 Loan Documents and any such other documents (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)documents, including the reasonable fees, disbursements and other charges of one primary counsel to the Administrative Agent and the Collateral Agent (and, in the case of unless there is an actual or perceived conflict of interest by an Agentin which case each such Person may, where with the Agent affected by such conflict informs the Borrower of such conflict and thereafter retains Borrower’s consent (not to be unreasonably withheld or delayed), retain its own counsel, of another counsel to the affected Agent), (c) to pay, indemnify, and one local counsel in hold harmless each appropriate jurisdiction (which may include one special counsel acting in multiple jurisdictions)Agent from, any and all recording and filing fees and (d) to pay, indemnify, and hold harmless each Lender and Agent from, any and all recording and filing fees and (e) to pay, indemnify, and hold harmless each Lender, each Letter of Credit Issuer and each Agent and their respective Related Parties (each, an “Indemnitee”) from and against any and all other liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements to the extent relating to any proceeding relating to this Agreement, any other Loan Document, the Transactions or any related transactions, whether or not such proceedings are brought by the Borrower, any of its Related Parties or any kind or nature whatsoeverother third Person, including reasonable and documented fees, disbursements and other charges of one primary counsel for the Agents and their Related Parties (taken as a whole), and one primary counsel for the Lenders and their Related Parties (taken as a whole), and, if necessary, by a single firm of local counsel in each appropriate jurisdiction for the case Agents and their Related Parties (taken as a whole) and a single firm of local counsel in each appropriate jurisdiction for the Lenders and their Related Parties (taken as a whole) (unless there is an actual or perceived conflict of interest by an Indemniteein which case each such Person may, where with the Indemnitee affected by such conflict informs consent of the Borrower (not to be unreasonably withheld or such conflict and thereafter retains delayed), retain its own counsel, of another counsel to the affected Indemnitee), and one local counsel in each appropriate jurisdiction (which may include one special counsel acting in multiple jurisdictionsextent necessary to avoid such conflict), with respect to the (i) execution, delivery, enforcement, performance and administration of this Agreement, the other Credit Loan Documents and any such other documents, including the financing contemplated herebymaking of documents or (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) (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, under any Environmental Law other than any such liability, violation or noncompliance by such indemnified person or any of its Related Parties or to any actual or alleged presence, release or threatened release of Hazardous Materials involved involving or attributable to the operations of the Borrower, any of its Subsidiaries or any of the Real Estate Oil and Gas Properties (all the foregoing in this clause (ed), collectively, the “indemnified liabilitiesIndemnified Liabilities”); provided that the Borrower shall have no obligation hereunder to any such Indemnitee with respect to indemnified liabilities to the extent such indemnified liabilities result from (i) the gross negligence or willful misconduct of such Indemnitee or its controlled Affiliates or its controlling persons or their respective officers, directors, employees, agents, advisors or members, in 150 each case, who are involved in the Transactions (as determined by a court of competent jurisdiction in a final and non-appealable decision), (ii) a material breach by such Indemnitee or one of its Affiliate of its funding obligations hereunder or (iii) disputes by and among such Indemnitees (other than any claims against any Agent, any other agent, arranger or bookrunner named on the cover page hereto, any Amendment Agent or any Letter of Credit Issuer in such capacities or fulfilling such roles or any similar role or with respect to acts or omissions taken in furtherance of or relating to such capacities or roles) to the extent such disputes do not arise from any act or omission of the Borrower or any of its Affiliates. No Indemnitee Person entitled to indemnification under clause (d) of this Section 9.05 shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinksinternet, SyndTrak electronic, telecommunications or other similar information transmissions transmission systems (including IntraLinks or SyndTrak Online) in connection with this Agreement or any other Loan Document, except to the Transactions. No Indemnitee extent that such damages have resulted from the gross negligence or willful misconduct of the party to be indemnified or any of its Related Parties (as determined by a court of competent jurisdiction in a final and non-appealable decision), nor shall any such Person have any liability for any special, punitive, indirect or consequential damages (including, without limitation, any loss of profits, business or anticipated savings) relating to this Agreement or any other Credit Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Interim Facility Effective Date). The agreements in this Section 13.5 9.05 shall survive repayment of the Loans and all other amounts payable hereunder. This Section 9.05 shall not apply with respect to any Taxes other than Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever resulting from a non-Tax claim. The Credit Parties agree, jointly and severally, that, without the prior written consent of the Administrative Agent and any affected Lender, which consent(s) will not be unreasonably withheld, the Credit Parties will not enter into any settlement of a claim in respect of the subject matter of this Section 9.05 unless such settlement includes an explicit and unconditional release from the party bringing such claim of all Related Parties.

Payment of Expenses; Indemnification. (a) The Borrower agrees (ai) to pay or reimburse each of the Administrative Agent Agents and each of the Amendment Agents Arrangers for all of their reasonable and documented out-of-pocket costs and expenses incurred in connection with the syndication of the Revolving Loan Facility (other than fees payable to syndicate members) and the development, negotiation, preparation and 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 thereby, including limited in the case of counsel fees to the reasonable and documented or invoiced fees, fees and disbursements and other charges of one a single law firm as counsel to the Administrative Agent Agents and the Amendment Arrangers and one local counsel to the Agents, and in connection with local and collateral matterstaken as a whole, one counsel in any relevant local jurisdictionjurisdiction and the charges of any Platform, (b) to pay all reasonable out of pocket expenses incurred by any Letter of Credit Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (cii) to pay or reimburse each Lender, each Issuing Bank and the Administrative Agent and any other Agent Agents for all its 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 Loan Documents and any other documents prepared in connection herewith or therewith, including all costs and expenses incurred during any legal proceeding, including any proceeding under any Bankruptcy Laws, limited in the case of counsel fees to the reasonable and documented fees and disbursements of a single law firm as counsel to the Lenders and the Agents taken as a whole, and one local counsel to the Lenders and the Agents taken as a whole in any relevant material jurisdiction (or, with respect to enforcement, any relevant jurisdiction) and, if a conflict exists among such Persons, one additional primary counsel and, if necessary or advisable, one local counsel in each relevant jurisdiction, (iii) to pay, indemnify, or reimburse each Lender, each Issuing Bank and the Agents for; and hold each Lender and the Agent harmless from, any and all reasonable recording and filing fees, if any, which may be payable or determined to be payable in connection with 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 (including, without limitation, after the occurrence and during the continuance of a Default or Event of Default and in connection with any workout or restructuring or proceeding under the Bankruptcy Code or any other Debtor Relief Law), including the reasonable fees, disbursements and other charges of one primary counsel (and, in the case of an actual or perceived conflict of interest by an Agent, where the Agent affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another counsel to the affected Agent), and one local counsel in each appropriate jurisdiction (which may include one special counsel acting in multiple jurisdictions), (div) 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 indemnify or reimburse each Lender, each Letter of Credit Issuer and Issuing Bank, each Agent Agent, the Arrangers, their respective affiliates, and their respective Related Parties officers, directors, members employees, advisors, agents and controlling persons (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, claims (including Environmental Claims), actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable and documented fees, disbursements and other charges of one primary counsel whatsoever (andlimited to, 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, the reasonable and documented fees and disbursements of another a single law firm as counsel to the affected Indemnitee), Indemnitees taken as a whole and one local counsel to the Indemnitees taken as a whole in any relevant jurisdiction and, if a conflict exists among such Persons, one additional primary counsel and, if necessary or advisable, one local counsel (plus if applicable, any additional counsel in the event of a conflict) in each appropriate jurisdiction (which may include one special counsel acting in multiple jurisdictionsrelevant jurisdiction), with respect to whether direct, indirect, special or consequential, incurred by an Indemnitee or asserted against any Indemnitee arising out of, in connection with, or as a result of (A) the execution, delivery, enforcement, performance and administration enforcement or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the other Credit Documents and any such other documentsperformance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby, including the financing contemplated herebymaking of (B) any Loan or Letter of Credit the use or the proposed use of the proceeds therefrom thereof, (including C) any refusal actual or alleged presence or Release of Hazardous Materials on, at, under or from any property owned, occupied or operated by the Issuing Bank Borrower or any of its Subsidiaries, or any liability under any Environmental Law related in any way to honor a demand for payment under a Letter the Borrower or any of Credit if its Subsidiaries or any of their respective properties, or (D) any actual or prospective claim, litigation, investigation or proceeding relating to any of the documents presented in connection with such demand do not strictly comply with foregoing, whether based on contract, tort or any other theory, whether brought by any third party or by the terms of such Letter of Credit) (Borrower or any other Loan Party or their respective equity holders, affiliates, creditors or security holders, and regardless of whether any Indemnitee is a party thereto 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 or to any actual or alleged presence, release or threatened release of Hazardous Materials involved or attributable to the operations of the Borrower, any of its Subsidiaries or any of the Real Estate (all the foregoing in this clause (eiv), collectively, the “indemnified liabilitiesIndemnified Liabilities”), but excluding, in each case, Taxes other than any Taxes that represent losses, claims or damages arising from a non-tax claim; provided that the Borrower shall have no obligation hereunder to any such Indemnitee with respect to indemnified liabilities Indemnified Liabilities to the extent such indemnified liabilities result from Indemnified Liabilities (ix) the gross negligence or willful misconduct are found by a final and nonappealable decision of such Indemnitee or its controlled Affiliates or its controlling persons or their respective officers, directors, employees, agents, advisors or members, in 150 each case, who are involved in the Transactions (as determined by a court of competent jurisdiction in a final and non-appealable decision)to have resulted from the gross negligence, (ii) a bad faith, willful misconduct or material breach by of its obligations under this Agreement of such Indemnitee or one any of its Affiliate of its funding obligations hereunder Related Parties or (iiiy) disputes by and among such Indemnitees (other than any claims against any Agent, any other agent, arranger or bookrunner named on the cover page hereto, any Amendment Agent or any Letter of Credit Issuer in such capacities or fulfilling such roles or any similar role or with respect to acts or omissions taken in furtherance of or relating to such capacities or roles) to the extent such disputes do not arise resulted from any dispute that does not involve an act or omission of by the Borrower or any of its Affiliatesaffiliates, shareholders, partners or other equity holders and that is brought by an Indemnitee or any of its Related Parties against another Indemnitee or any of its Related Parties other than any claims against an Indemnitee in its capacity or in fulfilling its role as an Agent or an Arranger. No Indemnitee shall be liable for any damages arising from the use by others unauthorized persons of any information or other materials obtained sent through IntraLinkselectronic, SyndTrak telecommunications or other similar information transmissions systems in connection with this Agreement or the Transactionstransmission systems. No Indemnitee shall have assert against any liability for Loan Party and no Loan Party shall assert against any Indemnitee, and each Indemnitee and each Loan Party hereby waives, any special, punitive, indirect or consequential or exemplary damages relating to this Agreement or any other Credit Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date)) provided that nothing contained in this sentence shall limit any Indemnitee’s indemnification and reimbursement obligations to the extent such special, indirect, consequential or punitive damages are included in any third party claim with respect to which such Indemnified Party is entitled to indemnification hereunder. Without limiting the foregoing, and to the extent permitted by applicable Law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries so to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 9.5 shall be payable not later than 30 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 9.5 shall be submitted to the Borrower at the address of the Borrower set forth in Section 9.2, or to such other Person or address as may be hereafter designated by the Borrower in a notice to the Administrative Agent. The agreements in this Section 13.5 9.5 shall survive the termination of the Commitments and the repayment of the Loans and all other amounts payable hereunder.. 155

Payment of Expenses; Indemnification. (a) The Borrower agrees (ai) to pay or reimburse each of the Administrative Agent Agents, the Lead Arrangers and the Amendment Agents Joint Bookrunners for all of their reasonable and documented or invoiced out-of-pocket costs and expenses (without duplication) associated with the syndication of the Initial Term Loan Facility and the Revolving Credit Facility and incurred in connection with the development, preparation preparation, execution and execution delivery of, and any amendment, supplement or supplement, modification to, waiver and/or enforcement 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 therebythereby (limited, including in the case of legal counsel expenses, to the reasonable and documented or invoiced fees, disbursements and other charges of one counsel Xxxxx & Xxx Xxxxx PLLC and, to the Administrative Agent and extent necessary, a single firm of local counsel in each appropriate local jurisdiction (which may include a single special counsel acting in multiple jurisdictions) or otherwise retained with the Amendment AgentsBorrower’s consent (such consent not to be unreasonably withheld or delayed)), and in connection with local and collateral matters, one counsel in any relevant local jurisdiction, (b) to pay all reasonable out of pocket expenses incurred by any Letter of Credit Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (cii) to pay or reimburse each of the Administrative Agent and any other Agent Agents for all its their reasonable and documented and invoiced out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents (including, 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)documents, including the reasonable fees, disbursements and other charges of one primary firm of counsel to the Agents, and, to the extent necessary, a single firm of local counsel in each appropriate local jurisdiction (which may include a single special counsel acting in multiple jurisdictions) or otherwise retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed), and (iii) to pay, indemnify and hold harmless each Lender, each Agent, the Letter of Credit Issuer, each Lead Arranger and each Joint Bookrunner and their respective Related Parties (without duplication) (the “Indemnified Parties”) from and against any and all losses, claims, damages, liabilities or penalties (collectively, “Losses”) of any kind or nature whatsoever and the reasonable and documented and invoiced out-of-pocket expenses, joint or several, to which any such Indemnified Party may become subject, in each case to the extent of any such Losses and related expenses, to the extent arising out of, resulting from, or in connection with any action, claim, litigation, investigation or other proceeding (including any inquiry or investigation of the foregoing) (any of the foregoing, a “Proceeding”) (regardless of whether such Indemnified Party is a party thereto or whether or not such Proceeding was brought by the Borrower, its equity holders, affiliates or creditors or any other third person), and, subject to Section 13.5(e), to reimburse each such Indemnified Party promptly for any reasonable and documented and invoiced out-of-pocket fees and expenses incurred in connection with investigating, responding to or defending any of the foregoing (which in the case of legal fees shall be limited to the reasonable and documented or invoiced out-of-pocket fees, expenses, disbursements and other charges of a single firm of counsel for all Indemnified Parties, taken as a whole and, to the extent necessary, a single firm of local counsel in each appropriate local jurisdiction (which may include a single special counsel acting in multiple jurisdictions) (and, in the case of an actual or perceived conflict of interest by an Agent, where the Agent Indemnified Party affected by such conflict informs notifies the Borrower of any existence of such conflict and thereafter retains in connection with the investigating, responding to or defending any of the foregoing has retained its own counsel, of another one other firm of counsel for such affected Indemnified Party)), relating to the affected Agent), and one local counsel in each appropriate jurisdiction (which may include one special counsel acting in multiple jurisdictions), (d) to pay, indemnify, and hold harmless each Lender and Agent from, any and all recording and filing fees and (e) to pay, indemnify, and hold harmless each Lender, each Letter of Credit Issuer and each Agent and their respective Related Parties (each, an “Indemnitee”) from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses transactions contemplated hereby or disbursements of any kind or nature whatsoever, including reasonable and documented fees, disbursements and other charges of one primary counsel (and, in the case of an actual or perceived conflict of interest by an Indemnitee, where the Indemnitee affected by such conflict informs the Borrower or such conflict and thereafter retains its own counsel, of another counsel to the affected Indemnitee), and one local counsel in each appropriate jurisdiction (which may include one special counsel acting in multiple jurisdictions), with respect to the execution, deliverydelivery (including, without limitation, the Indemnified Party’s reliance on any Communication executed using an Electronic Signature, or in the form of an Electronic Record), enforcement, performance and administration of this Agreement, the other Credit Documents and any such other documents, including the financing contemplated herebymaking of any Loan or Letter of Credit documents or the use of the proceeds therefrom (including any refusal by of the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter Loans or Letters of Credit) (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 or to any actual or alleged presence, release or threatened release of Hazardous Materials involved or attributable to the operations of the Borrower, any of its Subsidiaries or any of the Real Estate (all the foregoing in this clause (eiii), collectively, the “indemnified liabilities”); provided that this clause (iii) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, liabilities or penalties arising from any non-Tax claim; and provided, further, that the Borrower shall have no obligation hereunder to any such Indemnitee Indemnified Party with respect to indemnified liabilities to the extent such indemnified liabilities result arising from (ia) the gross negligence negligence, bad faith or willful misconduct of such Indemnitee Indemnified Party or any of its controlled Affiliates or its controlling persons or their respective officers, directors, employees, agents, advisors or members, in 150 each case, who are involved in the Transactions (Related Parties as determined by a court of competent jurisdiction in a final and non-appealable decision)decision of a court of competent jurisdiction, (iib) a material breach by such Indemnitee or one of its Affiliate of its funding obligations hereunder or (iii) disputes by and among such Indemnitees (other than any claims against any Agent, any other agent, arranger or bookrunner named on the cover page hereto, any Amendment Agent or any Letter of Credit Issuer in such capacities or fulfilling such roles or any similar role or with respect to acts or omissions taken in furtherance of or relating to such capacities or roles) to the extent such disputes do not arise from any act or omission of the Borrower obligations of such Indemnified Party or any of its Affiliates. No Indemnitee shall be liable for any damages arising from Related Parties under the use by others terms of any information or other materials obtained through IntraLinks, SyndTrak or other similar information transmissions systems in connection with this Agreement or the Transactions. No Indemnitee shall have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Credit Document by such Indemnified Party or arising out any of its activities Related Parties as determined in connection herewith a final and non-appealable decision of a court of competent jurisdiction, (c) in addition to clause (b) above, in the case of any Proceeding initiated by the Borrower or therewith any Restricted Subsidiary against the relevant Indemnified Party, solely from a breach of the obligations of such Indemnified Party or its Related Parties under the terms of this Agreement or any other Credit Document as determined in a final and non-appealable decision by a court of competent jurisdiction, or (whether before d) any Proceeding brought by any Indemnified Party against any other Indemnified Party that does not involve an act or omission by the Borrower or its Restricted Subsidiaries; provided that each of the Agents, the Letter of Credit Issuers, the Swingline Lender, the Lead Arrangers and the Joint Bookrunners, in each case to the extent fulfilling their respective roles in their capacities as such, shall remain indemnified in respect of such a Proceeding, to the extent that none of the exceptions set forth in clause (a), (b) or (c) of the immediately preceding proviso applies to such Person at such time. All amounts payable under this Section 13.5(a) shall be paid within 30 days after receipt by the Closing Date)Borrower of written demand and an invoice relating thereto setting forth such expense in reasonable detail. The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder.hereunder and the termination of the Obligations. 203

Payment of Expenses; Indemnification. The Borrower agrees Borrowers agree (a) to pay or reimburse the Administrative Agent Agent, the Collateral Trustee and the Amendment Agents Lead Arrangers for all of their reasonable reasonable, documented and documented invoiced out-of-pocket costs and expenses incurred in connection with the developmentpreparation, preparation negotiation, syndication and execution and delivery of, and any amendment, waiver, 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 thereby, including the reasonable and documented or invoiced fees, disbursements and other charges of one Xxxxxx & Xxxxxxx LLP, in its capacity as counsel to the Administrative Agent and the Amendment AgentsLead Arrangers, Xxxxxx & Whitney LLP in its capacity as counsel to the Collateral Trustee and in connection with local and collateral matters, one counsel as reasonably necessary in each appropriate local jurisdiction (excluding any relevant local jurisdictionallocated costs of in-house counsel), (b) to pay all reasonable out of pocket expenses incurred by any Letter of Credit Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (c) to pay or reimburse the Administrative Agent and any other each Agent for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Loan Documents and any such other documents (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)documents, including the reasonable fees, disbursements and other charges of one primary counsel to the Agents and the Lenders, taken as a whole, (and, in the case of unless there is an actual or perceived conflict of interest by an Agent, where the Agent in which case such affected by such conflict informs the Borrower of such conflict and thereafter retains Person may retain its own counsel, of another counsel to the affected Agent), and one local counsel in each appropriate jurisdiction (which may include one special counsel acting in multiple jurisdictions), (dc) to pay, indemnify, and hold harmless each Lender Lender, Lead Arranger and Agent from, any and all recording and filing fees and (ed) to pay, indemnify, and hold harmless each Lender, each Letter of Credit Issuer Lead Arranger and each Agent and their respective Related Parties (each, an “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 fees, disbursements and other charges of one primary counsel (and, in the case of an actual or perceived conflict of interest by an Indemnitee, where the Indemnitee affected by such conflict informs the Borrower or such conflict and thereafter retains its own counsel, of another counsel to the affected Indemnitee), and one local counsel in each appropriate jurisdiction extent arising out of or relating to (which may include one special counsel acting in multiple jurisdictions), with respect to i) the execution, delivery, enforcement, performance and administration of this Agreement, the other Credit Loan Documents and any such other documents, including the financing contemplated herebymaking of Transactions and any related transactions, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) (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)therefrom, including, without limitation, any of the foregoing relating to the violation of, noncompliance with or liability under, under any Environmental Law other than by such indemnified person or any of its Related Parties or to any actual or alleged presence, release or threatened release of Hazardous Materials involved involving or attributable to the operations Borrowers, any of their Subsidiaries or any of their properties and (iii) any claim or any litigation or other proceedings (regardless of whether any such person or any of their respective Related Parties is a party thereto and whether or not any such claim, litigation or proceeding is brought by the BorrowerBorrowers, any of its Subsidiaries Affiliates any other third Person) that relate to the foregoing, including reasonable and documented fees, disbursements and other charges of one primary counsel for all such Persons, taken as a whole, and, if necessary, by a single firm of local counsel in each appropriate jurisdiction for all such Persons, taken as a whole (unless there is an actual or any perceived conflict of the Real Estate interest in which case such affected Person may retain its own counsel), (all the foregoing in this clause (ed), collectively, the “indemnified liabilitiesIndemnified Liabilities”); provided that the Borrower Borrowers shall have no obligation hereunder to any such Indemnitee Agent or any Lender or any of their respective Related Parties with respect to indemnified liabilities Indemnified Liabilities to the extent such indemnified liabilities result from (i1) the gross negligence or willful misconduct of such Indemnitee or its controlled Affiliates or its controlling persons or their respective officers, directors, employees, agents, advisors or members, in 150 each case, who are involved in the Transactions (as determined found by a court of competent jurisdiction in a final and non-appealable decision)judgment to have resulted from (i) the gross negligence, bad faith or willful misconduct of the party to be indemnified or (ii) a any material breach of any Loan Document by such Indemnitee or one of its Affiliate of its funding obligations hereunder the party to be indemnified or (iii2) disputes by and among such Indemnitees (other than any claims against any Agentarising from disputes, any other agentclaims, arranger demands, actions, judgments or bookrunner named on the cover page hereto, any Amendment Agent or any Letter of Credit Issuer in such capacities or fulfilling such roles or any similar role or with respect to acts or omissions taken in furtherance of or relating to such capacities or roles) to the extent such disputes do suits not arise arising from any act or omission of by the Borrower Borrowers or any of its Affiliates, brought by an indemnified Person against any other indemnified Person (other than disputes, claims, demands, actions, judgments or suits involving claims against any Agent in its capacity as such). No Indemnitee Person entitled to indemnification under clause (d) of this Section 10.05 shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinksinternet, SyndTrak electronic, telecommunications or other similar information transmissions transmission systems (including IntraLinks or SyndTrak Online) in connection with this Agreement or any other Loan Document, except to the Transactions. No Indemnitee extent that such damages have resulted from the gross negligence, bad faith or willful misconduct of the party to be indemnified or any of its Related Parties (as determined by a court of competent jurisdiction in a final and non-appealable decision), nor (except solely as a result of the indemnification obligations of the Borrowers set forth above) shall any such Person or the Borrowers have any liability for any special, punitive, indirect or consequential damages (including, without limitation, 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 Closing Date). All amounts payable under this Section 10.05 shall be paid within 10 Business Days of receipt by the Borrowers of an invoice relating thereto setting forth such expense in reasonable detail, accompanied, if requested by the Borrowers, by reasonable supporting documentation. The agreements in this Section 13.5 10.05 shall survive repayment of the Loans and all other amounts payable hereunder. This Section 10.05 shall not apply with respect to any Taxes other than Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Payment of Expenses; Indemnification. The Except with respect to Taxes which are addressed solely in Section 2.20, the Borrower agrees (a) to pay or reimburse the Administrative each Agent and the Amendment Agents 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 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 in connection with the development, preparation and execution of, and any amendment, 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 or invoiced fees, disbursements and other charges of one counsel to the Administrative Agent and the Amendment Agents, and in connection with local and collateral matters, one counsel in any relevant local jurisdiction, (b) to pay all reasonable out of pocket expenses incurred by any Letter of Credit Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (c) to pay or reimburse the Administrative Agent and any other Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this AgreementAgreement or in a bankruptcy case or insolvency proceeding, the other Credit Loan Documents and any such other documents (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)documents, including the reasonable fees, documented fees and disbursements and other charges of one primary a single firm of counsel (and, 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 the Lenders, taken as a whole) (and, in each case, in the case of an actual or perceived conflict of interest by an Agent, where the Agent another firm of counsel for such affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another counsel to the affected AgentIndemnitee), and one local counsel in each appropriate jurisdiction (which may include one special counsel acting in multiple jurisdictions), (dc) 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 indemnify or reimburse each Lender, each Letter of Credit Issuer 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 Related Parties affiliates, and each of their respective officers, partners, directors, employees, trustees, advisors, agents, sub-agents, representatives, attorneys and controlling Persons, as well as the respective heirs, successors and assigns of the foregoing (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against against, any and all other liabilities, obligations, losses, damages, penalties, 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 fees, disbursements and other charges of one primary counsel (and, in the case of an actual any investigations or perceived conflict of interest by an Indemnitee, where the Indemnitee affected by such conflict informs the Borrower inquiries) relating to or such conflict and thereafter retains its own counsel, of another counsel to the affected Indemnitee), and one local counsel in each appropriate jurisdiction (which may include one special counsel acting in multiple jurisdictions), 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 the financing contemplated herebymaking of any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) (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 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 or to any actual or alleged presence, release or threatened release of Hazardous Materials involved or attributable applicable to the operations of the Borrower, any of its Subsidiaries or any of the Real Estate (all Properties and the foregoing in this clause (e), collectively, the “indemnified liabilities”); provided that the Borrower shall have no obligation hereunder to any such Indemnitee with respect to indemnified liabilities to the extent such indemnified liabilities result from (i) the gross negligence or willful misconduct fees and disbursements and other charges of such Indemnitee or its controlled Affiliates or its controlling persons or their respective officers, directors, employees, agents, advisors or members, in 150 each case, who are involved in the Transactions (as determined by a court of competent jurisdiction in a final and non-appealable decision), (ii) a material breach by such Indemnitee or one of its Affiliate of its funding obligations hereunder or (iii) disputes by and among such Indemnitees (other than any claims against any Agent, any other agent, arranger or bookrunner named on the cover page hereto, any Amendment Agent or any Letter of Credit Issuer in such capacities or fulfilling such roles or any similar role or with respect to acts or omissions taken in furtherance of or relating to such capacities or roles) to the extent such disputes do not arise from any act or omission of the Borrower or any of its 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 legal counsel in connection with this Agreement actions or the Transactions. No Indemnitee shall have proceedings (including any liability for any special, punitive, indirect inquiry or consequential damages relating to this Agreement investigation) or any other Credit Document or arising out of its activities claim (including in connection herewith or therewith (whether before or after with the Closing Date). The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder.enforcement

Payment of Expenses; Indemnification. The Except with respect to Taxes which are addressed in Section 2.20, the Borrower agrees (a) to pay or reimburse the Administrative each Agent and the Amendment Agents 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 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 in connection with the development, preparation and execution of, and any amendment, 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 or invoiced fees, disbursements and other charges of one counsel to the Administrative Agent and the Amendment Agents, and in connection with local and collateral matters, one counsel in any relevant local jurisdiction, (b) to pay all reasonable out of pocket expenses incurred by any Letter of Credit Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (c) to pay or reimburse the Administrative Agent and any other Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Loan Documents and any such other documents (documents, including, without limitation, after the occurrence documented fees and during the continuance disbursements of a Default or Event single firm of Default and in connection with any workout or restructuring or proceeding under the Bankruptcy Code or any other Debtor Relief Law), including the reasonable fees, disbursements and other charges of one primary counsel (and, in if necessary, a single firm of special regulatory counsel and a single firm of local counsel per material jurisdiction as may reasonably be necessary, for the case of an actual or perceived conflict of interest by an AgentAgents and the Lenders, 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)taken as a whole, and one local counsel in each appropriate jurisdiction (which may include one special counsel acting in multiple jurisdictions), (dc) 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 indemnify or reimburse each Lender, each Letter of Credit Issuer and Agent, each Agent Issuing Lender, each Lead Arranger, each Joint Bookrunner and their respective Related Parties Affiliates, and their respective partners that are natural persons, members that are natural persons, officers, directors, employees, trustees, advisors, agents and controlling Persons (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, 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 feesarising out of or in connection with any claim, disbursements and other charges of one primary counsel (and, in the case of an actual action or perceived conflict of interest by an Indemnitee, where the Indemnitee affected by such conflict informs the Borrower proceeding relating to or such conflict and thereafter retains its own counsel, of another counsel to the affected Indemnitee), and one local counsel in each appropriate jurisdiction (which may include one special counsel acting in multiple jurisdictions), 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 the financing contemplated herebymaking of any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) (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 use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law or to any actual or alleged presence, release or threatened release of Hazardous Materials involved or attributable applicable to the operations of the Borrower, any of 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 (ec), collectively, the “indemnified liabilitiesIndemnified Liabilities”); provided that that, neither Holdings nor the Borrower shall have no any obligation hereunder to any such Indemnitee with respect to indemnified liabilities Indemnified Liabilities to the extent such indemnified liabilities result Indemnified Liabilities are found by a court of competent jurisdiction (or settlement tantamount thereto) to have resulted from (i) the gross negligence or negligence, bad faith, willful misconduct or material breach of the Loan Documents of such Indemnitee or its controlled Related Persons, (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 the indemnification of 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 Affiliates or their respective partners that are natural persons, members that are natural persons, officers, directors, employees, agents and controlling Persons, any of such Agent and its controlling persons or Affiliates and their respective officers, directors, employees, agentsagents and controlling Persons, advisors or members, in 150 each case, who are involved in the Transactions (as determined by a court of competent jurisdiction in a final and non-appealable decision), (ii) a material breach by such if the Indemnitee or one of its Affiliate of its funding obligations hereunder or (iii) disputes by and among such Indemnitees (other than is any claims against any Agent, any other agent, arranger or bookrunner named on the cover page hereto, any Amendment Agent or any Letter of Credit Issuer in such capacities or fulfilling such roles or any similar role or with respect to acts or omissions taken in furtherance of or relating to such capacities or roles) to the extent such disputes do not arise from any act or omission of the Borrower Lender or any of its AffiliatesAffiliates or their respective partners that are natural persons, members that are natural persons, officers, directors, employees, agents and controlling Persons, any of such Lender and its Affiliates and their respective officers, directors, employees, agents and controlling Persons. No Indemnitee All amounts due under this Section 10.5 shall be liable for any damages arising from payable promptly after receipt of a reasonably detailed invoice therefor. Statements payable by the use by others of any information or other materials obtained through IntraLinks, SyndTrak or other similar information transmissions systems in connection with this Agreement or the Transactions. No Indemnitee shall have any liability for any special, punitive, indirect or consequential damages relating Borrower pursuant to this Agreement Section 10.5 shall be submitted to the Borrower at the address thereof set forth in Section 10.2, or any to such other Credit Document Person or arising out of its activities address as may be hereafter designated by the Borrower in connection herewith or therewith (whether before or after a written notice to the Closing Date)Administrative Agent. The agreements in this Section 13.5 10.5 shall survive repayment of the Loans and all other amounts payable hereunderObligations.

Payment of Expenses; Indemnification. The Borrower agrees (a) to pay or reimburse the Administrative Agent and the Amendment Agents for all of their reasonable and documented out-of-pocket costs and expenses (without duplication) incurred in connection with the development, preparation and execution and delivery of, and any amendment, supplement 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 or invoiced fees, disbursements and other charges of one Xxxxxx & Xxxxxxx LLP (or such other counsel to as may be agreed by the Administrative Agent and the Amendment AgentsBorrower) and, if reasonably necessary, of a single firm of local counsel in each relevant jurisdiction, excluding in all cases allocated costs of in-house counsel, and (ii) in connection with local the case of fees and collateral mattersexpenses related to any other advisor or consultant, one counsel in any relevant local jurisdictionsolely to the extent the Borrower has consented to the retention or engagement of such Person), (b) to pay all reasonable out of pocket expenses incurred by any Letter of Credit Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (c) to pay or reimburse the Administrative Agent and any other each Agent for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents (including, without limitation, after delivered in connection herewith or therewith upon the occurrence and during the continuance of a Default or an Event of Default (limited, in the case of legal fees and in connection with any workout or restructuring or proceeding under expenses of the Bankruptcy Code or any other Debtor Relief LawAgents and the Lenders (taken as a whole), including to the reasonable documented fees, disbursements and other charges of one primary Xxxxxx & Xxxxxxx LLP (or such other counsel as may be agreed by the Administrative Agent and the Borrower) and (and, in the case of an actual or perceived conflict of interest by an Agent, where the Agent affected by such conflict informs the Borrower of such conflict and thereafter retains its own counselx) if reasonably necessary, of another counsel to the affected Agent), and one a single firm of local counsel in each appropriate relevant jurisdiction and (which may include y) if there is an actual conflict of interest, one special additional counsel acting in multiple jurisdictionsfor the affected similarly situated (taken as a whole) Persons), (d) to pay, indemnifyin each case excluding in all cases allocated costs of in-house counsel, and hold harmless each Lender and Agent from, any and all recording and filing fees and (ec) to pay, indemnify, and hold harmless each Lender, each Letter of Credit Issuer and each Agent and their respective Related Parties Affiliates, directors, officers, members, controlling persons, employees, trustees, investment advisors, and agents and successors of the foregoing (eachin each case, an excluding any Excluded Affiliate, the “IndemniteeIndemnified Persons”) from and against any and all other liabilities, obligations, actual losses, damages, penalties, actions, judgments, suits, costsclaims, expenses or disbursements liabilities of any kind or nature whatsoeverwhatsoever (limited (i) in the case of legal fees and expenses, including to the reasonable and documented fees, disbursements disbursements, and other charges of one primary counsel (and, in the case of an actual or perceived conflict of interest by an Indemniteeif reasonably necessary, where the Indemnitee affected by such conflict informs the Borrower or such conflict and thereafter retains its own counsel, of another counsel to the affected Indemnitee), and one local counsel in each appropriate relevant jurisdiction for all such Indemnified Persons (which may include taken as a whole) and, if there is an actual conflict of interest, one special additional counsel acting in multiple jurisdictionsfor the affected Indemnified Persons similarly situated (taken as a whole), with respect 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 extent the Borrower has consented to the retention or engagement of such Person in writing), in each case to the extent arising out of or relating to any claim, litigation or other proceeding, regardless whether any such Indemnified Person is a party thereto or whether such claim, litigation or other proceeding is brought by 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 any such other documents, including the financing contemplated herebymaking of any Loan documents delivered in connection herewith or Letter of Credit therewith or the use of the proceeds therefrom (including of any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) (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 or to any actual or alleged presence, release or threatened release of Hazardous Materials involved or attributable to the operations of the Borrower, any of its Subsidiaries or any of the Real Estate Facility (all the foregoing in this clause (ec), collectively, the “indemnified liabilitiesIndemnified Liabilities”); provided that the Borrower shall have no obligation hereunder to any such Indemnitee Indemnified Person with respect to indemnified liabilities to the extent such indemnified liabilities result from Indemnified Liabilities (i) the gross negligence resulting from disputes between and among any Indemnified Persons (or willful misconduct any of such Indemnitee or its controlled Indemnified Person’s Affiliates or any of its controlling persons or their respective officers, directors, employees, agents, advisors controlling persons, members or members, in 150 each case, who are involved in the Transactions (as determined successors of any of the foregoing) that does not involve an act or omission by a court of competent jurisdiction in a final and non-appealable decision), (ii) a material breach by such Indemnitee the Borrower or one any of its Affiliate of its funding obligations hereunder or (iii) disputes by and among such Indemnitees Subsidiaries (other than any claims against any the Administrative Agent, any other agent, arranger or bookrunner named on the cover page hereto, any Amendment Agent Joint Lead Arranger or any Letter of Credit Issuer Joint Bookrunner in such their respective capacities or fulfilling such roles or any similar role or with respect as such, subject to acts or omissions taken in furtherance of or relating to such capacities or rolesthe immediately succeeding clause (ii)), (ii) to the extent it has been determined by a final non-appealable judgment of a court of competent jurisdiction to have resulted from (x) the gross negligence, bad faith or willful misconduct of such disputes do not arise from Indemnified Person (or any act or omission of the Borrower such Indemnified Person’s Affiliates or any of its Affiliatesor their respective officers, directors, employees, agents, controlling persons, members or the successors of any of the foregoing) or (y) a material breach of any Credit Document by such Indemnified Person (or any of such Indemnified Person’s Affiliates or any of its or their respective officers, directors, employees, agents, controlling persons, members or the successors of any of the foregoing) or (iii) in its capacity as a financial advisor to the Borrower and any of its Subsidiaries in connection with the Transactions. No Indemnitee Person entitled to indemnification under Section 13.5(c) and no other Person party to this Agreement shall be liable (1) for any damages to any other Indemnified Person or party hereto arising from the use by others of any information or other materials obtained through IntraLinks, SyndTrak IntraLinks or other similar information transmissions transmission systems in connection with this Agreement except to the extent that such damage resulted from bad faith, willful misconduct or gross negligence of such Indemnified Person, such other Person or any of such Indemnified Person’s or such other Person’s Affiliates or any of its or their respective 176 officers, directors, employees, agents, controlling persons, members or the Transactions. No Indemnitee shall have successors of any liability of the foregoing or (2) for any special, punitive, indirect or consequential damages relating to this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date); provided, that this clause (2) shall not limit the Borrower’s indemnity or reimbursement obligations to the extent such special, punitive, indirect or consequential damages are included in any claim by a third party with respect to which the applicable Indemnified Person is entitled to indemnification in accordance with Section 13.5(c). All amounts due under this Section 13.5 shall be paid within thirty (30) days after written demand therefor (together with backup documentation supporting such reimbursement request); provided, however, that an Indemnified Person shall promptly refund any amount to the extent that there is a final judicial or arbitral determination that such Indemnified Person was not entitled to indemnification rights with respect to such payment pursuant to this Section 13.5. The Borrower shall not be liable for any settlement of any proceeding effected without the Borrower’s written consent (which consent shall not be unreasonably withheld or delayed), but if settled with the Borrower’s written consent or if there is a final and non-appealable judgment by a court of competent jurisdiction for the plaintiff in any such proceeding, the Borrower agrees to indemnify and hold harmless each Indemnified Person from and against any and all actual losses, damages, claims, liabilities, and reasonable and documented legal or other out-of-pocket expenses by reason of such settlement or judgment in accordance with, and to the extent provided in, the other provisions of this Section 13.5. Holdings, the Borrower and their respective Subsidiaries shall not, without the prior written consent of any Indemnified Person (which consent shall not be unreasonably withheld or delayed), effect any settlement of any pending or threatened proceedings in respect of which indemnity could have been sought hereunder by such Indemnified Person unless such settlement (i) includes an unconditional release of such Indemnified Person in form and substance reasonably satisfactory to such Indemnified Person from all liability or claims that are the subject matter of such proceedings and (ii) does not include any statement as to or any admission of fault, culpability, wrongdoing or a failure to act by or on behalf of any Indemnified Person. 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 to it if, pursuant to limitations on indemnification set forth in this Section 13.5, such Indemnified Person was not entitled to receipt of such amounts. The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder. 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. (a) The Borrower agrees (ai) to pay or reimburse each of the Administrative Agent and the Amendment Agents for all of their reasonable and documented out-of-pocket costs and expenses (without duplication) incurred in connection with the development, preparation preparation, execution and execution delivery of, and any amendment, supplement or supplement, modification to, waiver and/or enforcement 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 therebythereby (including in the case of legal fees, including the reasonable and documented or invoiced fees, disbursements and other charges of one Xxxxxx & Xxxxxxx LLP (or such other counsel to as may be agreed by the Administrative Agent and the Amendment Agents, Borrower) and in connection with local and collateral matters, one counsel in any relevant each appropriate local jurisdiction), (b) to pay all reasonable out of pocket expenses incurred by any Letter of Credit Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (cii) to pay or reimburse the Administrative Agent each Agent, each Letter of Credit Issuer and any other Agent each Lender for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents (includinglimited in the case of legal fees, 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 to the reasonable and documented fees, disbursements and other charges of one primary firm of counsel to all such Persons taken as a whole, and, to the extent required, one firm of local counsel to all such Persons taken as a whole in each appropriate local jurisdiction (which may include a single special counsel acting in multiple jurisdictions) (and, in the case of an actual or perceived conflict of interest by an Agent, where the Agent relevant Person affected by such conflict informs notifies the Borrower of such conflict and thereafter retains and, after the Borrower has given its consent (which consent shall not be unreasonably withheld or delayed), has retained its own counsel, of another firm of counsel to the for such affected Agent), Person (and one additional firm of local counsel for such affected Person in each appropriate local jurisdiction (which may include one a single special counsel acting in multiple jurisdictions))), and (diii) to pay, indemnify, and hold harmless each Lender and Agent from, any and all recording and filing fees and (e) to pay, indemnify, indemnify and hold harmless each Lender, each Letter of Credit Issuer and Issuer, each Agent and their respective Related Parties (each, an without duplication) (the “IndemniteeIndemnified Persons”) from and against any and all other losses, claims, damages, liabilities, obligations, losses, damages, penaltiesdemands, actions, judgments, suits, costs, expenses expenses, disbursements or disbursements penalties of any kind or nature whatsoeverwhatsoever (in each case, including excluding allocated costs of in-house counsel) (limited, in the case of legal fees, to the reasonable and documented out-of-pocket legal fees, expenses, disbursements and other charges of one primary firm of counsel for all Indemnified Persons, taken as a whole (and, in the case of an actual or perceived conflict of interest by an Indemnitee, where the Indemnitee Indemnified Person affected by such conflict informs notifies the Borrower or of such conflict and thereafter retains and, after the Borrower has given its consent (which consent shall not be unreasonably withheld or delayed), has retained its own counsel, of another firm of counsel for such affected Indemnified Person and to the affected Indemnitee)extent required, and one firm of local counsel in each appropriate local jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for such affected Indemnified Person), and to the extent required, one firm of local counsel in each appropriate local jurisdiction (which may include a single special counsel acting in multiple jurisdictions)) of any such Indemnified Person arising out of or relating to any action, claim, litigation, investigation or other proceeding (regardless of whether such Indemnified Person is a party thereto or whether or not such action, claim, litigation or proceeding was brought by Holdings, any of its Subsidiaries or any other Person)), arising out of, or with respect to the Transactions or to the execution, enforcement, delivery, enforcement, performance and administration of this Agreement, the other Credit Documents and any such other documents, including the financing contemplated herebymaking of any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) (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 or to any actual or alleged presence, release Release or threatened release Release of Hazardous Materials involved relating in any way to Holdings or attributable to the operations of the Borrower, any of its Subsidiaries or any of the Real Estate (all the foregoing in this clause (eiii), collectively, the “indemnified liabilitiesIndemnified Liabilities”); provided that Holdings and the 219 Borrower shall have no obligation hereunder to any such Indemnitee Indemnified Person with respect to indemnified liabilities to the extent such indemnified liabilities result arising from (i) the gross negligence negligence, bad faith or willful misconduct of such Indemnitee Indemnified Person or any of its controlled or controlling Affiliates or any of its controlling persons or their respective officers, directors, employees, agents, advisors advisors, controlling Persons or members, in 150 each case, who are involved in the Transactions (members as determined by a court of competent jurisdiction in a final and non-appealable decision)judgment of a court of competent jurisdiction, (ii) a material breach by such Indemnitee or one of its Affiliate of its funding obligations hereunder or (iii) disputes by and among such Indemnitees (other than any claims against any Agent, any other agent, arranger or bookrunner named on the cover page hereto, any Amendment Agent or any Letter of Credit Issuer in such capacities or fulfilling such roles or any similar role or with respect to acts or omissions taken in furtherance of or relating to such capacities or roles) to the extent such disputes do not arise from any act or omission of the Borrower obligations of such Indemnified Person or any of its Affiliates. No Indemnitee shall be liable for controlled or controlling Affiliates or any damages arising from of its or their respective officers, directors, employees, agents, advisors, controlling Persons or members under the use by others terms of any information or other materials obtained through IntraLinks, SyndTrak or other similar information transmissions systems in connection with this Agreement or the Transactions. No Indemnitee shall have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Credit Document by such Indemnified Person or arising out any of its activities controlled or controlling Affiliates or any of its or their respective officers, directors, employees, agents, advisors, controlling Persons or members as determined in connection herewith a final and non-appealable judgment of a court of competent jurisdiction, or therewith (whether before iii) any proceeding between and among Indemnified Persons that does not involve an act or after omission by Holdings, the Closing Date)Borrower or their respective Affiliates; provided the Agents and Letter of Credit Issuers to the extent acting in their capacity as such, shall remain indemnified in respect of such proceeding, to the extent that none of the exceptions set forth in clause (i) or (ii) of this proviso applies to such person and such claim at such time. The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder. This Section 13.5 shall not apply with respect to Taxes, other than any Taxes that represent losses, claims, damages, liabilities, obligations, penalties, actions, judgments, suits, cost, expenses, or disbursements arising from any non-Tax claim.

Payment of Expenses; Indemnification. (a) The Borrower agrees (ai) to pay or reimburse each of the Administrative Agent Agents and the Amendment Agents Arranger for all of their reasonable and documented out-of-pocket costs and expenses incurred in connection with the syndication of the Term Loan Facility (other than fees payable to syndicate members) and the development, negotiation, preparation and 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 thereby, including limited in the case of counsel fees to the reasonable and documented or invoiced fees, fees and disbursements and other charges of one a single law firm as counsel to the Administrative Agent Agents and the Amendment Arranger and one local counsel to the Agents, and in connection with local and collateral matterstaken as a whole, one counsel in any relevant local jurisdictionjurisdiction and the charges of any Platform, (b) to pay all reasonable out of pocket expenses incurred by any Letter of Credit Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (cii) to pay or reimburse each Lender and the Administrative Agent and any other Agent Agents for all its 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 Loan Documents and any other documents prepared in connection herewith or therewith, including all costs and expenses incurred during any legal proceeding, including any proceeding under any Bankruptcy Laws, limited in the case of counsel fees to the reasonable and documented fees and disbursements of a single law 141 1233099.09-CHISR02A - MSW firm as counsel to the Lenders and the Agents taken as a whole, and one local counsel to the Lenders and the Agents taken as a whole in any relevant material jurisdiction (or, with respect to enforcement, any relevant jurisdiction) and, if a conflict exists among such Persons, one additional primary counsel and, if necessary or advisable, one local counsel in each relevant jurisdiction, (iii) to pay, indemnify, or reimburse each Lender and the Agents for; and hold each Lender and the Agent harmless from, any and all reasonable recording and filing fees, if any, which may be payable or determined to be payable in connection with 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 (including, without limitation, after the occurrence and during the continuance of a Default or Event of Default and in connection with any workout or restructuring or proceeding under the Bankruptcy Code or any other Debtor Relief Law), including the reasonable fees, disbursements and other charges of one primary counsel (and, in the case of an actual or perceived conflict of interest by an Agent, where the Agent affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another counsel to the affected Agent), and one local counsel in each appropriate jurisdiction (which may include one special counsel acting in multiple jurisdictions), (div) 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 indemnify or reimburse each Lender, each Letter of Credit Issuer and each Agent Agent, the Arranger, their respective affiliates, and their respective Related Parties officers, directors, members employees, advisors, agents and controlling persons (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, claims (including Environmental Claims), actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable and documented fees, disbursements and other charges of one primary counsel whatsoever (andlimited to, 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, the reasonable and documented fees and disbursements of another a single law firm as counsel to the affected Indemnitee), Indemnitees taken as a whole and one local counsel to the Indemnitees taken as a whole in any relevant jurisdiction and, if a conflict exists among such Persons, one additional primary counsel and, if necessary or advisable, one local counsel (plus if applicable, any additional counsel in the event of a conflict) in each appropriate jurisdiction (which may include one special counsel acting in multiple jurisdictionsrelevant jurisdiction), with respect to whether direct, indirect, special or consequential, incurred by an Indemnitee or asserted against any Indemnitee arising out of, in connection with, or as a result of (A) the execution, delivery, enforcement, performance and administration enforcement or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the other Credit Documents and any such other documentsperformance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby, including the financing contemplated herebymaking of (B) any Loan or Letter of Credit the use or the proposed use of the proceeds therefrom thereof, (including C) any refusal actual or alleged presence or Release of Hazardous Materials on, at, under or from any property owned, occupied or operated by the Issuing Bank Borrower or any of its Subsidiaries, or any liability under any Environmental Law related in any way to honor a demand for payment under a Letter the Borrower or any of Credit if its Subsidiaries or any of their respective properties, or (D) any actual or prospective claim, litigation, investigation or proceeding relating to any of the documents presented in connection with such demand do not strictly comply with foregoing, whether based on contract, tort or any other theory, whether brought by any third party or by the terms of such Letter of Credit) (Borrower or any other Loan Party or their respective equity holders, affiliates, creditors or security holders, and regardless of whether any Indemnitee is a party thereto 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 or to any actual or alleged presence, release or threatened release of Hazardous Materials involved or attributable to the operations of the Borrower, any of its Subsidiaries or any of the Real Estate (all the foregoing in this clause (eiv), collectively, the “indemnified liabilitiesIndemnified Liabilities”), but excluding, in each case, Taxes other than any Taxes that represent losses, claims or damages arising from a non-tax claim; provided that the Borrower shall have no obligation hereunder to any such Indemnitee with respect to indemnified liabilities Indemnified Liabilities to the extent such indemnified liabilities result from Indemnified Liabilities (ix) the gross negligence or willful misconduct are found by a final and nonappealable decision of such Indemnitee or its controlled Affiliates or its controlling persons or their respective officers, directors, employees, agents, advisors or members, in 150 each case, who are involved in the Transactions (as determined by a court of competent jurisdiction in a final and non-appealable decision)to have resulted from the gross negligence, (ii) a bad faith, willful misconduct or material breach by of its obligations under this Agreement of such Indemnitee or one any of its Affiliate of its funding obligations hereunder Related Parties or (iiiy) disputes by and among such Indemnitees (other than any claims against any Agent, any other agent, arranger or bookrunner named on the cover page hereto, any Amendment Agent or any Letter of Credit Issuer in such capacities or fulfilling such roles or any similar role or with respect to acts or omissions taken in furtherance of or relating to such capacities or roles) to the extent such disputes do not arise resulted from any dispute that does not involve an act or omission of by the Borrower or any of its Affiliatesaffiliates, shareholders, partners or other equity holders and that is brought by an Indemnitee or any of its Related Parties against another Indemnitee or any of its Related Parties other than any claims against an Indemnitee in its capacity or in fulfilling its role as an Agent or the Arranger. No Indemnitee shall be liable for any damages arising from the use by others unauthorized persons of any information or other materials obtained sent through IntraLinkselectronic, SyndTrak telecommunications or other similar information transmissions systems in connection with this Agreement or the Transactionstransmission systems. No Indemnitee shall have assert against any liability for Loan Party and no Loan Party shall assert against any Indemnitee, and each Indemnitee and each Loan Party hereby waives, any special, punitive, indirect or consequential or exemplary damages relating to this Agreement or any other Credit Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date). The agreements ) provided that nothing contained in this Section 13.5 sentence shall survive repayment limit any Indemnitee’s indemnification and reimbursement obligations to the extent such special, indirect, consequential or punitive damages are included in any third party claim with respect to which such Indemnified Party is entitled to indemnification hereunder. Without limiting the foregoing, and to the extent permitted by applicable Law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries so to waive, all rights for contribution or any other rights of the Loans and recovery with respect to all other amounts payable hereunder.claims,

Payment of Expenses; Indemnification. The Borrower agrees (a) to pay or reimburse the Administrative Agent Agent, the First Amendment Lead Arranger, the Second Amendment Lead Arranger and the Third Amendment Agents Lead Arranger for all of their reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable and documented or invoiced fees, disbursements and other charges of one counsel to the Administrative Agent Agent, the First Amendment Lead Arranger, the Second Amendment Lead Arranger and the Third Amendment AgentsLead Arranger, and in connection with local and collateral matters, one counsel in any relevant local jurisdiction, (b) to pay all reasonable out of pocket expenses incurred by any Letter of Credit Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (c) to pay or reimburse the Administrative Agent and any other Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents (including, without limitation, after the occurrence and during the continuance of a Default or Event of Default and in connection with any workout or restructuring or proceeding under the Bankruptcy Code or any other Debtor Relief Law), including the reasonable fees, disbursements and other charges of one primary counsel (and, in the case of an actual or perceived conflict of interest by an Agent, where the Agent affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another counsel to the affected Agent), and one local counsel in each appropriate jurisdiction (which may include one special counsel acting in multiple jurisdictions), (d) to pay, indemnify, and hold harmless each Lender and Agent from, any and all recording and filing fees and (e) to pay, indemnify, and hold harmless each Lender, each Letter of Credit Issuer and each Agent and their respective Related Parties (each, an “Indemnitee”) from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable and documented fees, disbursements and other charges of one primary counsel (and, in the case of an actual or perceived conflict of interest by an Indemnitee, where the Indemnitee affected by such conflict informs the Borrower or such conflict and thereafter retains its own counsel, of another counsel to the affected 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 herebymaking of any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) 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 or to any actual or alleged presence, release or threatened release of Hazardous Materials involved or attributable to the operations of the Borrower, any of its Subsidiaries or any of the Real Estate (all the foregoing in this clause (e), collectively, the “indemnified liabilities”); provided that the Borrower shall have no obligation hereunder to any such Indemnitee with respect to indemnified liabilities to the extent such indemnified liabilities result from (i) the gross negligence or willful misconduct of such Indemnitee or its controlled Affiliates or its controlling persons or their respective officers, directors, employees, agents, advisors or members, in 150 each case, who are involved in the Transactions (as determined by a court of competent jurisdiction in a final and non-appealable decision), (ii) a material breach by such Indemnitee or one of its Affiliate of its funding obligations hereunder or (iii) disputes by and among such Indemnitees (other than any claims against any Agent, any other agent, arranger or bookrunner named on the cover page hereto, any Amendment Agent or any Letter of Credit Issuer in such capacities or fulfilling such roles or any similar role or with respect to acts or omissions taken in furtherance of or relating to such capacities or roles) to the extent such disputes do not arise from any act or omission of the Borrower or any of its Affiliates. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks, SyndTrak or other similar information transmissions systems in connection with this Agreement or the Transactions. No Indemnitee shall have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date). The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder.